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Investor Presentation-February 2013
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Zep Inc. Company Overview
February 2013
Safe Harbor
This presentation and our commentary contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Specifically, forward-looking statements include, but are not limited to, statements relating to our future economic performance, business prospects, revenue, income, and financial condition; and statements preceded by, followed by, or that include the words "expects," "believes," "intends," "will," "anticipates," and similar terms that relate to future events, performance, or our results. Examples of forward-looking statements in this presentation and our commentary include but are not limited to: statements regarding the economic environment and the impact this environment has had or could have on our current and/or future financial results; statements regarding our expectations for pricing actions and gross margin performance; statements regarding benefits that we may realize from our acquisitions and our restructuring activities; statements regarding investments that may be made in the future to grow our business, either organically or otherwise, in accordance with our strategic plan, or that may be made for other purposes; and statements and related estimates concerning the benefits that the execution of our strategic initiatives are expected to have on future financial results. In connection with the acquisition of Ecolab’s Vehicle Care Division (“Vehicle Care”), Zep Inc. has performed due diligence procedures on and reviewed the financial results of Vehicle Care contained within this presentation and other related oral and written releases of information. The financial results of Vehicle Care discussed herein represent results of Vehicle Care for the twelve month period beginning July 1, 2011 and ended June 30, 2012. Vehicle Care has operated as a division of a much larger, publically-held company, and has had no stand-alone interim audit or review requirements, and pre-acquisition due diligence procedures must not be considered a substitute for such. Because the twelve month period reflected in the results presented herein has been neither audited by nor subject to the review of an independent audit firm, the financial results presented herein are preliminary and subject to adjustment. Therefore, this financial information should be considered preliminary as actual historical financial results of Vehicle Care could differ materially from these disclosures. Zep Inc. intends to file the financial statements of Vehicle Care required by Regulation S-X and Form 8-K as they become available for filing with the Securities and Exchange Commission. These financial statements will not include a trailing twelve month period ended June 30, 2012. Our forward-looking statements are subject to certain risks and uncertainties that could cause actual results, expectations, or outcomes to differ materially from our historical experience as well as our present expectations or projections. These risks and uncertainties include, but are not limited to: economic conditions in general; customer and supplier relationships and prices; competition; ability to realize anticipated benefits from strategic initiatives and timing of benefits, including those related to acquisition synergies and benefits; market demand; and litigation and other contingent liabilities, such as environmental matters. A variety of other risks and uncertainties could cause our actual results to differ materially from the anticipated results or other expectations expressed in our forward-looking statements. A number of those risks are discussed in Part I, "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended August 31, 2012. We believe the forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.
2 © 2013 Zep Inc. - All rights reserved.
Zep Inc.
Zep is a leading consumable packaged chemicals company producing and marketing of a wide variety of transportation & maintenance chemicals that help our customers: – Protect their assets – Work more efficiently – Provide a superior product
or experience to their customers
3 © 2013 Zep Inc. - All rights reserved.
Serve key end-markets where our focus and scale provide a competitive advantage
– Transportation 37% – Industrial / MRO 24% – Other 39%
% FY2012 Sales
61%
Trusted Family of Brands for Over 75 Years
4 © 2013 Zep Inc. - All rights reserved.
Broad Range of High Efficacy Formulas with Multiple Value Propositions
We market over 4,000 formulas under a trusted family of brands to over 200,000 customers
• Largest selection of high-efficacy formulas
• Application expertise • Small to bulk
packaging
• Narrow line of formulations
• Specific use • Jan/San & Plumbing • Retail packaging
• Broad product line of specific use chemicals
• Distributor focused • Distributor packaging
Consumable Packaged Chemicals Market
5 © 2013 Zep Inc. - All rights reserved.
Creating Opportunities Through Consolidation
Consistent Cash Flow
Stability
Growth
Fragmentation
* Estimated
$75 Billion Global Opportunity
$19 Billion U.S. Opportunity
1,000s of Small Suppliers
Top 4 I&I Players < 25% Market Share
Transformation Largely Complete
6 © 2013 Zep Inc. - All rights reserved.
Zep Sales by Channel August 2007
Distributors 1%
Retailers 13%
Direct 86%
Zep Sales by Channel November 2012
Estimated U.S. Cleaning Maintenance Chemicals
Market ($19 Billion)
Distributors 21%
Retailers 18%
Direct 61%
Distributors 44%
Retailers 35%
Direct 21%
Market Data Source: Information compiled by Zep Inc. based on research provided by Kline & Company and the Automotive Aftermarket Industry Association. Direct sales through Sales & Service organization.
Acquisitions and Organic Growth Have Driven Channel Shift
Strategy: Compete Where We Can Win
7 © 2013 Zep Inc. - All rights reserved.
Focus on Key End Markets
Expand Market Access
Drive Economies of Scale
Generate Organic Growth
• Transportation, Food & Government
• Multi-channel distribution capability • Focus on expanding distribution and
retail • Acquisitions accelerate market access
• Raw materials and supply chain opportunities
• Create platforms that will drive organic growth and market share
Clear understanding of competitive positioning and capabilities is value creating…
New Platform Created: Zep Vehicle Care
Expanded access to market across North America Premier customer list Nationwide sales and service
Highly complementary organizations A leader in $1 Billion market Strong leadership team joining Zep
© 2013 Zep Inc. - All rights reserved. 8
Zep Vehicle Care
Leading Brands
Strong leadership team with considerable experience to join from both organizations Leaders from both organizations will drive integration Moving existing Zep vehicle care portfolio into new platform
Strong Leadership
Largest dedicated R&D staff in the industry Strong capabilities in formula development, dispensing, soil and water testing Differentiated innovation
Extensive R&D and Technology
Long-Term Financial Objectives
$1 billion in revenue within 5 years
Target of 50 bp annualized EBITDA margin improvement
11%-13% annualized EPS improvement
Return on Invested Capital (ROIC) target of 15%+
9 © 2013 Zep Inc. - All rights reserved.
10
Growing Sales, Profitably
© 2013 Zep Inc. - All rights reserved.
$501.0 $568.5
$646.0 $653.5
$0
$100
$200
$300
$400
$500
$600
$700
FY09 FY10 FY11 FY12
$23.8 $33.9
$47.5 $53.7
4.7%
6.0%
7.3% 8.2%
0%
2%
4%
6%
8%
10%
$0
$10
$20
$30
$40
$50
$60
FY09 FY10 FY11 FY12
($ Millions)
Strong Growth 9.3% CAGR EBITDA Growth 31% CAGR EBITDA Margin 117 bps per year
Growing EPS and ROIC
11 © 2013 Zep Inc. - All rights reserved.
$0.42
$0.61 $0.78
$0.98
FY09 FY10 FY11 FY12
Fully diluted Earnings per Share, as reported
8.0% 9.2% 9.8%
8.8%
FY09 FY10 FY11 FY12
Return on Invested Capital (ROIC) is calculated as after tax operating profit divided by Invested Capital.
EPS Growth 33% CAGR ROIC Improved 80 bps
Strong/Consistent Cash Flow Generation
1) 2011 Free Cash Flow includes $0.9 million proceeds from the sale of property, plant, and equipment 2) Free Cash Flow is defined as Net Cash Provided by Operating Activities less Capital Expenditures plus Proceeds from Sale of Property Plant and Equipment.
12 © 2013 Zep Inc. - All rights reserved.
$ Millions
$80 million in cumulative free cash flow during the past four years
Strong FCF Important Characteristic of Zep Model
Capex $7.5 $9.8 $8.9
Fund normal operations Fund $10-$12 Capital Spending Fund dividend Pay down long-term debt
Use-of-Cash Strategies
Noteworthy FCF Generation While
Investing in Strategic Growth Initiatives
$22.9 $24.2 $29.0
$4.3
$0
$5
$10
$15
$20
$25
$30
$35
FY09 FY10 FY11 FY12
$18.4
SAP Capital
spend and increased working capital
2.58x 3.77x 4.25x
Q4 FY12 Actual
Q1 FY13 Pro Forma
Covenant
$135.7
$248.7
$115.6
Q4 FY12 Actual
Q1 FY13 Actual
Q1 FY12 Actual
1.87x 1.77x
1.15x
Q4 FY12 Actual
Q1 FY13 Pro Forma
Covenant
Fixed Charge
Coverage Ratio
Debt to EBITDA
Net Debt Position ($mm)
Debt Position
13 © 2013 Zep Inc. - All rights reserved.
Net debt increased $113 million as a result of acquisition of vehicle care business Expect fiscal 2013
interest expense = $9 - $10 million
Covenants
Priorities for 2013
Integrate Ecolab Vehicle Wash Business and Create Zep Vehicle Care
Maximize the benefit from ERP system launched in December 2012
Drive cash flow from recent investments to pay down debt
Cash Flow & Debt Reduction = Improved ROIC 14 © 2013 Zep Inc. - All rights reserved.
Zep is a Solid Investment
Differentiated strategy caters to “Right to Win” in our markets – Focus on key end markets – Developed capabilities to serve customers in all channels – Driving economies of scale in purchasing and supply
chain – Creating platforms for organic growth
Produces consistent cash flows that outgrow the market
Considerable Upside Growth Opportunities 15 © 2013 Zep Inc. - All rights reserved.
Appendices
Zep’s Product Offering
Jan San Transportation Maintenance
Competitive Advantage to Serve the Market © 2013 Zep Inc. - All rights reserved.
Air care, Cleaners, Hand Cleaners, Degreasers, Floor Care, Carpet Care, Disinfectants, Sanitizers, Laundry, Dispensing Systems, and more…
Exterior/interior Cleaning, Vehicle Maintenance, Protectants & Polishes, Parts Cleaners, Degreasers, Lubricants, Automatic Fleet Wash Equipment and Pressure Washers, and more…
Lubricants, Penetrants, Greases, Parts Washers, Food Processing Cleaners/Sanitizers, Metal Working, Adhesives, Drain Care, Pesticides/Herbicides, Dispensing Systems, and more…
17
Acquisition of Ecolab Vehicle Care Division – Financial Impact
$ Millions
Zep Inc. Fiscal 2012 Reported 8/31/12
Adjusted Ecolab
Vehicle Care TTM 6/30/12
Zep Inc. Fiscal 2012 Proforma
% Chg Proforma
vs. Reported
Net Sales $653.5 $66.2 $719.8 10.1%
EBITDA $53.7 $13.0 $66.6 24%
% Margin 8.2% 19.6% 9.3% 110 bps
© 2013 Zep Inc. - All rights reserved. 18
Modest EPS Accretion in FY13… and $0.08 to $0.10 per share in FY14
After Integration is Completed
Acquisition of Ecolab Vehicle Care Division – Financial Impact
9.2x
8.0x
At Closing After Integration is Complete
Purchase Multiple Improvement after Realized Synergies
© 2013 Zep Inc. - All rights reserved. 19
12-month integration plan
Expected synergies $1.5 to $2 million
Attractive cash flows
Fits with Long-Term Financial Objectives and Strategy to Compete Where We Can Win
Acquisition Overview
Acquisition Overview Brands Strategic Rationale Amrep (2010) Specialty chemical formulator, packager of professional grade chemical products for Automotive, Fleet Maintenance, Industrial/MRO Supply, Institutional Supply, Motorcycle markets. • Purchase price - $64 million • ~$105M in TTM revenue w/ attractive margins • $6M in annualized synergies in FY’11
• Increases penetration of distribution channel • Expands product portfolio • Strengthens presence in the automotive
market • Adds additional manufacturing capabilities • Delivers significant private label capabilities &
relationships
Waterbury (2010) A leading provider of air care delivery systems and products for facility maintenance. • Purchase price - $66M • ~$40M in TTM revenue; attractive margins • High-end of $2M to $3M est. in annualized
synergies in FY’12
• Expands access to distributors and specialty retailers
• Leverages the strength of the Amrep operating platform
• Creates leadership position in the institutional and industrial air care market
Private Brands
20 © 2013 Zep Inc. - All rights reserved.
Strengthen our Leadership Position Expanding Access to Market through New Platforms and Tuck-ins Targeting Businesses with Revenues in the $50M - $150M Range
Strategy
Acquisition Overview
Acquisition Overview Brands Strategic Rationale Niagara National (2010) A leader in automatic truck wash systems, pressure washers and water recovery systems. • Approximately $7 million in TTM revenue
• Anticipate leveraging the Zep North American Sales and Service sales force to drive organic growth.
• Increase product and service offerings in Vehicle Wash - a strategic Zep vertical.
Washtronics (2011) A pioneer of automatic truck and fleet wash systems and products. • Approximately $1 million in TTM revenue
• Part of Zep Inc.'s Niagara National division. • Extends geographic customer access west. • Addition of brand expands Zep Inc.'s overall
transportation product portfolio.
Hale Group Limited (2012) U.K.-based manufacturers and suppliers of liquid, powder and aerosol chemicals and solutions direct to industry and commercial laundries. • ~USD$8 million in revenue for CY’11
• Part of Zep Europe, highly complementary to existing European operations.
• Expected to expand Zep’s reach to a broad range of industrial, commercial and public sector customers both in the United Kingdom and into export markets.
Mykal Industries Limited (2012) U.K.-based manufacturer of cleaning and degreasing products for European retail, “DIY” and professional distribution markets. • ~USD$7 million in revenue for CY’11
• Part of Zep Europe, highly complementary to existing European operations.
• Expected to further expand market access in Europe with an extended portfolio of well-recognized branded and private label products as well as new retail and distribution channels.
21 © 2013 Zep Inc. - All rights reserved.
Strengthening our Leadership Position
First Quarter 2013 Highlights
Solid financial results
Completed strategic acquisition and formed Zep Vehicle Care – creating a leading vehicle care business with the finest house of brands in the industry.
Successful launch of our new ERP system.
22 © 2013 Zep Inc. - All rights reserved.
1Q ‘13 Sales Drivers
23 © 2013 Zep Inc. - All rights reserved.
Growth from previous acquisitions and pricing was partially offset by volume and foreign exchange impacts.
2.9% Revenue Growth
$153.5
$158.0
$2.1 $0.8 $0.3
$3.5
$150.0
$152.0
$154.0
$156.0
$158.0
$160.0
(mill
ions
) ( ) ( )
End Market S&S Distribution Retail Total
Jan San / Institutional
Automotive Aftermarket
Industrial / MRO
Vehicle Wash
Food Processing
Government and Schools
Total
1Q’13 North American Sales Trends – Channel and End-market Performance
© 2013 Zep Inc. - All rights reserved. 24
Focusing on Stability in S&S and Growth in Dist. & Retail Note: End markets in order of sales volume.
25
1Q ‘13 Gross Profit Margin
© 2013 Zep Inc. - All rights reserved.
Year-over-Year (10bp)
Quarter-to-Quarter +190bp
47.5% 47.4%
1.0% 1.1%
46.0%
47.0%
48.0%
49.0%
50.0%
1Q 12 Material Margin
Mfg. 1Q 13
( )
45.5%
47.4%
0.5%
0.8%
0.6%
44.0%
45.0%
46.0%
47.0%
48.0%
4Q 12 Business Mix
Material Margin
Mfg. 1Q 13
Items Affecting Gross Margin in 2013
Q2 Historically lowest gross margin – Sequentially, Q2 is 200 basis points lower than Q1
Gross margin continues to fluctuate based on:
26 © 2013 Zep Inc. - All rights reserved.
With Vehicle Care, Now Expect F ’13 Gross Margin to Improve to 46% - 48%
Items Affecting Gross Margin Expectation for Q2 2013
Raw material input costs No impact
Labor & overhead absorption Reduced inventory post SAP may result in lower labor and overhead absorption
Business mix Impacted by product launch in retail
27
Gross Margin: Selected Feed Stocks Impacting Raw Material Purchases
© 2013 Zep Inc. - All rights reserved. * Represents approximately 45% of total spend
Magnitude of Commodity Costs (Select Feed Stocks according to Total Spend*)
Moderating Volatility in Commodity Costs
Moderating volatility Purchases below year-ago
levels Will continue to monitor
petrochemicals 90-120 days for raw material
purchases to flow to income statement
Will continue to balance price and cost to effectively manage business
Ethylene HDPE Propylene Crude Oil Unleaded gasoline
Financial Impacts of SAP & Zep Vehicle Care
We expect two investments to reduce operating earnings by approximately $3.0 - $3.5 million in the second quarter, neither of which are likely to affect subsequent quarters. – SAP implementation – Creation and integration of Zep Vehicle Care
Pro-forma financial results & independent valuation
expected in mid-February will result in additional amortization expense related to our acquisition of the Vehicle Care Division of Ecolab
28 © 2013 Zep Inc. - All rights reserved.
Fiscal 2013 Outlook
29 © 2013 Zep Inc. - All rights reserved.
Given uncertain economic conditions, believe organic sales growth will be modest – Expect greater growth from Distribution and Retail
channels, offset by North American Sales and Service
Expect gross margins to remain similar to fiscal 2012 in the 47% range plus or minus 100 basis points
Expect capital spending in the $10 to $12 million range, once this phase of SAP is completed
Expect tax rate to range between 36.5% and 37.5%
Board of Directors and Management
Zep Inc. Named Executive Officers
Name
John K. Morgan Chairman, President & CEO November 2007 30+ yrs; Acuity Lighting Bus; Team grew revenues from $600mm to $2bn
Mark R. Bachmann EVP & Chief Financial Officer November 2007 12 yrs; Acuity Brands; President: Enforcer Products; 12 yrs Quaker Oats
Robert P. Collins VP & Chief Administrative Officer November 2007 VP & Chief HR Officer: Serologicals Corp.
Jeffrey L. Fleck VP & Chief Supply Chain Officer September 2010 Senior Director; International Supply Chain; The Clorox Company; 11 yrs with the company
Philip A. Theodore VP, General Counsel & Secretary July 2010 30+yrs in corporate law practice ; 20 yrs at King & Spalding; 10 yrs as general counsel at various public companies
Title
Name
Zep Inc. Board of Directors
Title
Ronald D. Brown Managing Director, Taft Law Consulting, LLC; Former President and CEO of Milacron, Inc.; Director: A.O. Smith Company
Timothy M. Manganello Executive Chairman & Former CEO of BorgWarner Inc.; Director: Bemis Company, Inc.; Board Chairman of the Federal Reserve Bank of Chicago – Detroit Branch
O.B. Grayson Hall, Jr. President & CEO and Director, Regions Financial Corporation
Sidney J. Nurkin Of Counsel: Alston & Bird, LLP.
Joseph Squicciarino Formerly CFO: King Pharmaceuticals, Inc. ; CFO-North America: Revlon, Inc.; CFO-International: Revlon International, Inc. Group & Controller, Pharmaceuticals-Europe, Middle East, Africa: Johnson & Johnson
Timothy T. Tevens President, CEO and Director: Columbus McKinnon Corp. Director: ISMA
Carol A. Williams Executive Vice President of Manufacturing and Engineering of The Dow Chemical Company.
Zep Inc. Hire Yr. Prior Experience
© 2013 Zep Inc. - All rights reserved. 30
EBITDA Reconciliation
© 2013 Zep Inc. - All rights reserved. 31
Annual (Years Ended August 31) 2008 2009 2010 2011 2012 Net income $16.3 $9.3 $13.5 $17.4 $21.5 Interest expense 2.8 1.7 2.0 6.6 5.5 Provisions for income taxes 9.7 5.9 8.2 9.3 11.9 Depreciation & amortization 6.9 7.0 10.3 14.2 14.3 EBITDA (unaudited) $35.7 $23.8 $33.9 $47.5 $53.7
Quarterly (unaudited) 2011 2012 2013 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Net income $4.9 $2.2 $6.2 $4.1 $3.6 $2.4 $8.6 $7.3 $3.5 Interest expense 1.9 1.6 1.6 1.5 1.4 1.4 1.4 1.3 1.2 Provisions for income taxes 3.6 3.5 3.7 3.5 3.5 3.5 3.6 3.7 2.0 Depreciation & amortization 2.9 1.0 3.7 1.7 2.0 1.5 5.1 3.3 3.6 EBITDA $13.3 $8.3 $15.2 $10.8 $10.5 $8.8 $18.7 $15.6 $10.4
Zep Inc. Non-GAAP Disclosure
© 2013 Zep Inc. - All rights reserved. 32
• This presentation includes the following supplemental non-GAAP financial measures: EBITDA. GAAP means generally accepted accounting principles in the United States. This presentation contains reconciliations of this non-GAAP financial measures to the most directly comparable GAAP financial measure. EBITDA is equal to net income plus (a) interest expense, net; (b) provision for income taxes; and (c) depreciation and amortization.
• We believe non-GAAP financial measures to be an important indicator of our operating strength and the performance of our business because they provide a link between profitability and operating cash flow, and enhance period-to-period comparability of our operations and financial performance. We believe these measures exclude or adjust certain items affecting reported operating results that were unusual and/or not comparable to the Company’s historic core operating results, and additionally adjust reported operating results for certain non-cash items. We also believe that analysts and investors use EBITDA as supplemental measure to evaluate the overall operating performance of companies in our industry.
• Our management uses EBITDA and other non-GAAP financial information: – as measurements of operating performance because they assist us in comparing our operating performance on a consistent basis as they remove the
impact of certain non-cash items as well as items not directly resulting from our core operations; – to evaluate the effectiveness of our operational strategies; and – to evaluate our capacity to fund capital expenditures and expand our business.
EBITDA and the ratios derived from these measures as calculated by us are not necessarily comparable to similarly titled measures used by other companies.
In addition, these measures: (a) do not represent net income or cash flows from operating activities as defined by GAAP; (b) are not necessarily indicative of cash available to fund our cash flow needs; and (c) should not be considered in isolation of, as alternatives to, or more meaningful measures than operating profit, net income, cash provided by operating activities, or our other financial information as determined under GAAP.