Pet Industry OverviewS p r i n g 2 0 1 9 v 1 3 . 1

Disclaimer

This report was produced for the benefit of all parties interested and involved in the pet industry but its contents are for informational purposes only. Theopinions expressed reflect our analysis as of March 29, 2019, unless noted otherwise, and is subject to change. While the information is from sources weconsider reliable, we make no warranty of its accuracy. I offer this report to anyone free of charge. However, its contents are property the of CascadiaCapital, LLC except where third party data has been cited, and should not be reproduced without my expressed written permission. I appreciate youradherence to this policy.

Bryan JaffeManaging DirectorCascadia Capital, LLCbjaffe@cascadiacapital.com

Executive Summary

2

As industry participants position themselves to succeed in a consumer centric paradigm, new complexities have emerged with long term implications

▪ Latency between consumer trends and pet trends has compressed from years to months, which will put immense pressure on the industry’sregulatory framework

Consumer demand for pet products that incorporate CBD, human diet concepts such as Keto and Paleo, and protein alternatives issignificant but lacks regulatory and, in some cases, legal clarity

That has not stopped manufacturers or retailers from bringing these products to market in order to satisfy demand

If AAFCO cannot evolve to become more nimble and responsive, the industry will become more risky to all involved

▪ As Petco forges ahead with its new wellness enabled vision, PetSmart has largely stood still lacking financial flexibility

The success of Petco’s strategy could put pressure on PetSmart to sell or IPO Chewy, it’s most valuable liquid asset

Tepid results for Petco, could place these two organizations on a merger path in order to remain relevant

Slower industry growth is driving consolidation, a theme that will continue for the foreseeable future

▪ The cost of doing business in the pet industry has increased as physical and online retailers monetize their market positions, making it moredifficult for midsized and emerging brands to compete

▪ Given the pace of change, strategics are under more pressure to acquire assets that enable them to meet emerging customer needs, or risk losingout on the ability to monetize faster growing market opportunities

▪ Private equity is leading the consolidation charge due to broader business malaise prevalent among large strategics, which will enhance focus onprofitability as the key criteria underlying acquisitions and put downward pressure on valuations

Notwithstanding slower growth and more turbulent competitive dynamics, we believe the current environment offers a market opportunity that maynot manifest itself again for some time

▪ The continued transition of Blue Buffalo to mass, including Wal Mart, and the Champion transition to major pet specialty will open unprecedentedshelf space in the independent channel for emerging and channel dedicated family brands in the consumables category

▪ Retail consolidation will allow strong independent concepts the ability to enhance reach and accelerate growth, organically and through acquisition

▪ The forthcoming tension among the human and pet food supply chains will offer ingredient companies significant M&A and capital formationopportunities

▪ Company’s across the industry that can offer acquirers a defensible moat – as defined through brand, operational capabilities, and intellectualproperty – will grant a subset of players category leading valuations in financial and M&A transactions

Market Growth Assessment

3

S E C T I O N I

Category 2011 2012 2013 2014 2015 2016 2017 2018 2019E

Food 19.85 20.64 21.57 22.26 23.05 28.23 29.07 30.32 31.68

% growth 5.8% 4.0% 4.5% 3.2% 3.5% 22.5% 2.9% 4.3% 4.5%

Supplies/OTC Med 11.77 12.65 13.14 13.75 14.28 14.71 15.11 16.01 16.44

% growth 7.6% 7.5% 3.9% 4.6% 3.9% 3.0% 2.7% 6.0% 2.7%

Veterinary Care 13.41 13.67 14.37 15.04 15.42 15.95 17.07 18.11 18.98

% growth 3.1% 1.9% 5.1% 4.7% 2.5% 3.4% 7.0% 6.1% 4.8%

Live Animal Purchases 2.14 2.21 2.23 2.35 2.32 2.10 2.10 2.01 1.97

% growth 0.5% 3.3% 0.9% 5.4% (1.3%) (9.5%) 0.0% (4.3%) (2.0%)

Other Services 3.79 4.16 4.41 4.84 5.41 5.76 6.16 6.11 6.31

% growth 8.0% 9.8% 6.0% 9.8% 11.8% 6.5% 6.9% (0.8%) 3.3%

Total 50.96 53.33 55.72 58.24 60.48 66.75 69.51 72.13 75.38

% growth 5.4% 4.7% 4.5% 4.5% 3.8% 10.4% 4.1% 4.4% 3.9%

Actual

Industry Growth Analysis

4

$ B

illio

ns

$ billions

Note: 2016 reflects methodology changes for APPA calculations that when normalized result in ~ 4% total industry growthSource: APPA, St. Louis Fed, TD Ameritrade, U.S. Labor Bureau

According to data provided by the APPA, the pet industry grew 4.4% in 2018, exceeding estimates by 0.7%

▪ Food category growth accelerated to 4.3%, exceeding estimates by 1.6%

– Growth acceleration is attributed to increased availability of specialized diets, Millennial willingness to pay, and manufactures taking price, as evidenced by faster growth among APPA figures versus PCE measurements

o Millennials are spending almost 44% more a month than Baby Boomers on their dogs

– Food category benefitted from 0.7% inflation in 2018, reversing a three year deflationary trend

▪ Veterinary category growth decelerated to 6.1% in 2018, missing estimates by 0.8%

– Veterinary Care benefitted from inflation of 2.5% in 2018

– Declining growth rate reflects falling prices and increased utilization of preventative care among new pet owners

Pet related PCE grew at 4.3% in 2018, the slowest observed growth rate since the recession

▪ Product-related PCE grew at 4.2% in 2018, an acceleration from 3.5% in 2017

▪ Veterinary Care-related PCE grew at 4.4% in 2017, a deceleration from 9.7% in 2017

APPA industry growth for 2019 is forecasted at 3.9%, representing a deceleration versus 2018 actual growth

▪ Food category growth is anticipated to slightly accelerate to 4.5% in 2019

▪ Veterinary Care category growth anticipated decelerate to 4.8% in 2019

Analysis of Industry Growth Drivers

5Sources: Pethealth, Inc., U.S. Bureau of Economic Analysis, U.S. Labor Bureau

U . S . U N E M P LOY M E N T R AT E

R E A L WA G E G R O W T HP E T R E L AT E D P E R S O N A L C O N S U M P T I O N

E X P E N D I T U R E S ( $ B )

P E T A D O P T I O N R AT E S

Unemployment volatility ticked up in 2018 Feline adoptions grew 2.3% while canine adoptions declined 2.0% in 2018

Real wages effectively decline in 2018 Pet related PCE growth continued to decelerate

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Unemployment Rate Change

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Canine Adoptions YoY Change Feline Adoptions YoY Change

Public Company Performance

6(1) Data set includes Central Garden & Pet Company, Freshpet, Inc., IDEXX Laboratories, Inc., Neogen Corp., Oil-Dri Corp of America, PetMed Express, Inc., Pets At Home Group, PLC, PetIQ, Inc., Trupanion, Inc., Virbac SA and Zoetis, Inc.(2) Companies that did not report two positive EPS quarter for each of the past four quarters are excluded from any EPS based calculations which has a meaningful impact of volatility calculations and results in changes to year-over-year comparisonsSource: CapitalIQ(3) Publicly available data

P E T I N D U S T RY R E V E N U E S P E T I N D U S T RY N O R M A L I Z E D E P S

Industry revenue and earnings, as measured by public company performance, was favorable in 2018(1)(2)(3)

▪ Earnings for publicly traded pet companies in our index grew 36.6% in 2018, benefitting from weaker comps posted in the 2H2017

– Health care equities drove the majority of earnings growth in 2018 led by Zoetis, IDEXX, Virbac and Neogen

– Other favorable performers include Oil-Dri and PetMed Express

▪ Revenue for publicly traded pet companies grew 9.4% in 2018, driven again by health care spend

– Revenue growth excluding Zoetis, which accounts for between 40% - 45% of our comp group revenue in any quarter, was 9.2%

Notably, emerging growth stocks Freshpet, PetIQ and Trupanion posted at least one positive earnings quarter in 2018, with PetIQ and Trupanionnarrowing losses across the full calendar year while Freshpet was essentially flat

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Revenue Adjusted Adjusted YoY Change

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Adjusted EPS Adjusted YoY Change

(in $ millions)

Deal Flow Analysis

7Source: CapitalIQ, Pitchbook

B R O A D E R M & A A C T I V I T Y

P E T S E C TO R D E A L VO LU M E

Industry consolidation continued within the pet sector in 2018

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B2C M&A Deal Volume and Values

Deal Value ($B) Deal Volume

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B2C PE Deal Volume and Values

Capital Invested ($B) Deal Volume

5.4x 5.4x6.0x 5.7x 5.8x

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Debt/Equity Invested in PE Deals

Debt/EBITDA Equity/EBITDA EV/EBITDA

B2C M&A and PE deal volumes have fallen, driven by market and political uncertainty

Industry Trends

8

S E C T I O N I I

Key Industry Trends

9Source: Amazon.com, General Mills, Marketplace Pulse, Packaged Facts, Pet Products News, Pitchbook

Blue Buffalo Banks Further on FDM. General Mills announced that they intend to double Blue Buffalo’s retail availability by April 2019. Central to thisstrategy will be launching Wilderness in FDM. When Blue transitioned Life Protection Formula in August 2017, it communicated its intention to protect thepet specialty channel by preserving exclusive access to its others brands. The quest for growth and profits rendered that commitment fleeting. By the end ofApril, according to General Mills earnings presentation Blue will have a retail ACV of 65%, up from 32% in October 2018. Retail sales declines in pet specialtynecessitated the move according to General Mills executive leadership. Notably, Blue also posted 24% ecommerce growth for the nine months endingFebruary 2019. If there is anything left in the relationship between Blue and pet specialty we will soon find out.

Amazon Accelerates but Housebrands Not a Category Killer. According to Packaged Facts, Amazon generated pet category sales of $3.3 billion in 2018,giving it a 6% share of the market. Amazon pet food sales exceeded $1 billion in 2018, up over 20%. However, Amazon’s own housebrand Wag, launched inmid-2018, only accounted for $2 million of these sales. While Amazon housebrand sales will invariably increase over time and benefit from the launch ofcomplementary brands, such as Solimo, owning the buy box is not yet translating into changing consumer behavior. Most Wag and Solimo product ratingsare 3.5 to 4 stars, evidence of mix sentiment, and the launch has been plagued by production issues. A study by Marketplace Pulse suggested that Amazonhousebrands across categories were having limited impact on brand sales online. With estimates for online penetration of pet food sales reaching as high as50% over time, Amazon stands to benefit anyway you look at it.

Petco Launches Repositioning Strategy. Petco is ushering in a comprehensive new strategy firmly rooted in the health and wellness driver of industrygrowth. Petco’s approach involves eliminating products whose formulations feature artificial ingredients. As part of this process, Petco will seek to transitioncustomers in many leading national brands to its housebrands and other channel dedicated brands. Criticism has ensued as Petco’s housebrandformulations may not fully comply with their own standards and many brands they are removing appear to be for financial or competitive reasons.Additionally, Petco launched its PetCoach store which “offers the highest quality suite of personalized pet services, products and experiences – all designedthrough a veterinary lens – to address total pet health and wellness.” While its competitor runs in place, we applaud Petco for its efforts to reframe itsappeal and relevancy to pet owners. However, if traffic and transactions don’t materialize, Petco may lack the flexibility for a further pivot. Get your magic8-ball ready.

Follow the Funds to See the Industry's Future. 2018 was a record year for industry consolidation, but it also outperformed in terms of private placements,as equity flowed into the category at record levels. Over $1 billion of equity capital was invested in pet related enterprises since 2017 (see Slide 15). Notably,the year was punctuated by larger deals, with the median deal size of $45 million among transactions whose proceeds yielded more than $5 million.Investments in dog-walking apps accounted for 40% of deal value, but 23% went into ingredient manufacturing companies, with an additional 7% flowing todirect-to-consumer dog food brands. Institutional equity is flocking to these opportunities because they are not well served by existing market participants.The deals of today will fuel the exits three to five years down the road, which will only serve to extend the consolidation cycle. However, the subsectorsattracting capital speak to a much broader market opportunity within the industry.

Publicly Traded Pet Company Performance

10Source: CapitalIQ, TompsonOne

I N D U S T RY E A R N I N G S R E B O U N D E D A G A I N S T A W E A K 2 H 2 0 1 7 C O M P

P E T I N D U S T RY S TO C K S C O N T I N U E D TO O U T P E R F O R M T H E S & P 5 0 0 I N 2 0 1 8

Equity valuations of core publicly traded pet companies in our indexoutperformed the S&P 500 by 21% in 2018

▪ Our pet index has outperformed the broader market index(S&P 500) by 110% over five years

2018 was a mixed bag for pet equities with half the index postingnegative returns, consistent with the 7.0% decline of in the S&P 500during the calendar year

▪ Freshpet (61%), Zoetis (19%), and IDEXX (18%) posted thestrongest gains among the equity group

Revenue growth was the most rewarded aspect of public companyperformance with top equity gainers all posting favorable toplinegrowth in addition to earnings growth

▪ Companies who posted favorable earnings through costcontainment or flat earnings all had equity value pricecompression

Revenue growth accelerated to 9.4% and benefitted from 125 bps ofinflation, including 70 bps of food inflation, resulting in 36.6% earningsgrowth, against a weak comp

Key notes from emerging growth pet equities:

▪ Freshpet (61%) delivered strong revenue growth, but highercustomer acquisition costs constrained earnings

▪ Trupanion (-12%) experienced topline growth of 25% andslightly narrowed losses, but regulatory concerns and pressurefrom short sellers constrained the stock

▪ PetIQ (6%) experienced strong topline growth due to theannualization of its VIP Petcare acquisition, but margin dilutiondue to mix constrained the stock -100%

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Adjusted EPS Adjusted YoY Change

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01-18 02-18 03-18 04-18 05-18 06-18 07-18 08-18 09-18 10-18 11-18 12-18

S&P 500 Pet Index

Source: CapitalIQ

Nestle and J.M. Smucker Analysis

11

N E S T L E V S . S & P 5 0 0 J . M . S M U C K E R V S . S & P 5 0 0

Nestle’s PetCare division posted 3.3% revenue growth in 2018, withgrowth accelerating in 2H2018, after posting revenue gains of 2.9% in1H2018

▪ Organic growth for the division was reported at 4.5%, secondamong Nestle divisions

▪ Posted 21.6% operating profit margin

▪ Acquired businesses and emerging markets producing doubledigit growth

▪ Experiencing strong growth in feline with Felix brand nowgenerating $1 billion in sales

Nestle’s broader business reached an inflection point in 2018, withrevenue acceleration after six years of sequential declines

▪ Nestle ecommerce sales growing at 18%

PetCare will focus on personalization as a key growth driver goingforward, and the business will make investments in order to gain moredirect access to the end customer

Division will also invest heavily in product innovation to differentiatefrom its competitive set, reduce time to market, and capture emergingcustomer segments

The J.M. Smucker Company completed a strategic review process for itsPet Food & Snacks business in late 2018, on the back of its acquisition ofAinsworth in May 2018

▪ #1 in dog treats, #2 in cat food, #2 in premium dog food

▪ 24% growth for the twelve months ended January 31, 2019,posting 17.6% operating profit margins, a 3.4% erosion overthe past twelve months

▪ In February management lowered 2019 sales estimates forAinsworth by $50 million (6.3%), but did not attribute theanticipated slower growth rate to Blue Buffalo expansion atFDM or Wal Mart specifically

Company believes it has significant growth opportunities in categoryand is forecasting 30% net sales growth, though the acquisition cloudsthe comp

▪ Believe there is white space for Nutrish – distributionexpansion, velocity enhancements, category expansion

▪ Continued growth of Nature’s Recipe, which produced 33% netsales growth in 2018

▪ Dog treat innovation to add $100 million incremental sales

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Nestlé S.A. S&P 500

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S&P 500 The J. M. Smucker Company

Source: The J.M. Smucker Company, Nestle SA

Key Pet Industry Transactions

12Source: CapitalIQ, Pitchbook, RootLab Pet Food

Products Acquired by

Hyper-Pet, LLC, a portfolio company of Guardian Capital Partners acquired R2P Group Inc. and OurPet’s Company. Terms of the R2PGroup transaction were undisclosed. OurPet’s was acquired for approximately $23 million in a take private.

The pet supplies category is rapidly consolidating driven by private equity backed platforms. Scale advantages in competing across retailchannels and the need to align existing platforms with sectors of growth are driving elevated market activity. In combination, Hyper-Petnow occupies the number three position in the category and is better aligned with more rapidly growing retail channels. The addition ofR2P provides Hyper-Pet a broader retail and product portfolio position and enhanced capabilities in category management,housebrands, and private label.

Investment in

A consortium led by Astanor Ventures invested $125 million in Ÿnsect, a French startup that breeds insects to become ingredients forpet food, fish food, and plant fertilizers. Terms of the transaction were undisclosed.

Long term, insect protein is expected to be a major source of protein content in the pet food supply chain. The challenge is U.S. pet foodregulatory bodies move at a snails pace with respect to defining and approving pet food ingredients. As companies such as Ÿnsect bringproducts out of the lab and into the market, brands and retailers are unlikely to wait for the regulatory paradigm to catch-up. Nestle isalready testing a cricket based formulation as part of its RootLab concept launch. Many independent companies have also broughtcricket based consumables products to market. Through this funding, Ÿnsect has positioned itself as the independent pace setter in theingredient segment of the supply chain.

Acquired by

Acquired by

Abor Investments, a leading private equity firm to the food sector, acquired the private label pet food and treat manufacturingbusiness of Mars Petcare U.S., Inc. The re-branded Red Collar Pet Food business then acquired Hampshire Pet Products, amanufacturer of baked and cold formed pet consumables. Terms of the transactions were undisclosed.

As the cost of brand acquisitions escalates to unsustainable levels, private equity is seeking to play sector opportunities throughmanufacturing. This provides an opportunity to benefit from segment growth without paying brand M&A valuations. While private labelpet food has experienced market share erosion, Red Collar is well positioned to benefit from opportunities created in the grocery andmass channels as retailers seek to upside from increased retail traffic created by major brands jumping into the channel. The acquisitionof Hampshire positions Red Collar to provide its existing customers a broader product offering and expanded capabilities.

Symrise AG, a publicly traded manufacturer of flavors, fragrances, and ingredients, acquired International Dehydrated Foods /American Dehydrated Foods, a supplier of poultry based ingredients to the human and companion animal markets for $900 million.

As human grade protein available to support the pet food supply chain comes under demand stress, ingredient suppliers who canprovide replacement solutions stand to benefit. ADF is a leading supplier of shelf stable chicken meat, fat and concentrated chickenbroth that can enhance protein content, palatability, and lower a brands bill of materials. In combination with Symrise’s existing productportfolio, the company now offers a broad range of solutions to leading brands. At 4.1x Revenue and 17.8x EBITDA, Symrise is making abig bet on the future of pet food ingredients

Consumable

Analysis of Acquisition Multiples

13Note: (1) List is limited to transactions with estimated or observed multiplesSource: Capital IQ, Cascadia Capital

Our pet industry M&A comps database contains 100transactions which have occurred since January 2010 withdisclosed or proprietary estimated transaction multiplesacross five categories – Animal Health, Consumables, Retail,Hardgoods, and Veterinary

▪ Retail and Veterinary also include distribution assetsspecific to those channels

▪ A majority of pet industry M&A transactions continueto occur without transparency into the revenue orprofit multiples paid

Animal Health multiples experienced expansion driven bylarger deals that took place at premium valuations

▪ There were five Animal Health deals in 2018 withenterprise values of $850 million or more, thattraded at a mean of 20.0x EBITDA

Multiples among Consumables expanded a full point, drivenby Blue Buffalo and Ainsworth acquisition prices

Products acquisitions experienced slight multiplecompression due to the size of the businesses acquired andthe preponderance of deals that took place with financialbuyers

Retail and Veterinary multiples were unchanged due to alack of additional observations

P E T M & A T R A N SAC T I O N S –M E A N E B I T DA A N D R E V E N U E M U LT I P L E S

19.8x

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8.6x10.2x

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Animal Health Consumables Product Retail Veterinary

Mean EBITDA Multiple Mean Revenue Multiple

D2C Pet Food Funding Analysis

14Note: (1) JustFoodForDogs 2018 round investors were undisclosed; L Catterton investment amount undisclosedSource: Capital IQ, Company Websites, Packaged Facts

Companies in the direct-to-consumer pet food category raised in excess of$100 million since 2018

▪ The Farmer’s Dog represents ~50% of the capital raised, based on it’srecent $39 million financing

Category arrived due to the perceived need for fresh pet food delivery

▪ Capitalizing on the make-at-home and food delivery trends thatpermeate the broader food category

According to Packaged Facts, Human meal kit market was$3.1 billion of sales in 2018

▪ Taps into consumer emotion and supply chain concerns associatedwith mass market pet food

As a generation, Millennials are more concerned aboutsupply chain transparency

Long term potential of the category is favorable

▪ Benefits from the malaise in pet specialty retail

Nearly 20% of pet owners get some form and percentage ofpet nutrition delivered today

▪ Category scaling more rapidly than housebrands owned by leadingecommerce players

While initial market receptivity appears favorable, scaling concerns remains

▪ Initial customer acquisition is universally subsidized and thebusinesses are unseasoned making life-time-value uncertain

Average cost to feed 55 lb. dog per day is $8.50

▪ Production capacity in multiple physical locations that enables morecost effective delivery is difficult from an execution perspective

Production uses USDA facilities and human grade ingredients

Generally involves equipment investment

▪ Due to delivery distance and form factor industry produces morepackaging waste

3FinancingRounds

2FinancingRounds

2FinancingRounds

1FinancingRounds

2FinancingRounds

Dog Food

Dog Food

Treats

Dog/Cat Food

TreatsSupplements

Dog Food

Treats

Dog Food

$49.1

$17.0 $13.0

$11.1

$6.1

D I R E C T - TO - C O N S U M E R P E T F O O D B R A N DEQ U I T Y F I N A N C I N G R A I S E D TO DAT E ( $ M )

Private Placement Volume

15

Private placement velocity and volume has been driven by direct-to-consumer, digital, and ingredient opportunities

Source: Capital IQ, Pitchbook, Cascadia Capital

($ in millions)

Date Total

Announced Funding Source Target Name New Money

Mar-19 RRE Ventures, Freestyle Capital, Lerer Hippeau Ventures Barking Labs Corp. $7.0

Mar-19 DCM, Digitalis Mollybox $13.0

Feb-19 ToroVerde Sera Labs $5.0

Feb-19 Consortium of investors SAS Ynsect $125.0

Jan-19 PeakSpan Capital Locai, Inc. (d/b/a PetDesk) $12.0

Jan-19 Insight Venture Partners The Farmer's Dog, Inc. $39.0

Nov-18 Temasek Holding Private Ltd. InnovaFeed SAA $45.5

Oct-18 Undisclosed Investors JustFoodForDogs Holdings $8.5

Aug-18 KeyBanc Capital Markets PetIQ, Inc. $75.0

Jun-18 Undisclosed Investors MedVet Medical & Cancer Centers for Pets $8.5

Jun-18 Bain Capital Ventures Strategic Pharmaceutical Solutions, Inc., (d/b/a VetSource) $50.0

Jun-18 Main Post Partners Nulo, Inc. $28.4

Jun-18 Undisclosed Investors Agri-Protein Technologies (Pty) Ltd $105.0

May-18 Consortium of investors NomNomNow, Inc. $10.0

May-18 T. Rowe Price Associates A Place For Rover, Inc. $155.0

Mar-18 Miura Private Equity TiendAnimal S.L. $78.8

Mar-18 Consortium of investors Mad Paws Pty Ltd. $5.0

Feb-18 Freshly, Inc, Literacy Capital, White Star Capital Dogmates, Ltd. $7.0

Feb-18 Consortium of investors InnovaFeed SAA $18.4

Jan-18 SoftBank Group Wag Labs, Inc. $300.0

Jan-18 Consortium of investors True Leaf Medicine International Ltd. $8.1

Nov-17 Riverhead Capital Investment Management Co. Ltd. Ruipeng Pet Healthcare Group Co. Ltd. $37.0

Oct-17 Almaz Capital, Y Combinator Petcube, Inc. $10.0

Oct-17 McLarty Partners Destination Pet, LLC $30.0

Sep-17 Canaan Partners Ollie Pet, Inc. $12.6

Sep-17 Sweet Capital Ltd. Dog Buddy UK Ltd. $6.0

Jul-17 IDG Capital Chongqing Epet Technology Co., Ltd. (d/b/a epet.com) $53.0

Jul-17 Clayton, Dubilier & Rice, Hillhouse Capital Group Direct Vet Marketing, Inc. $223.0

Jul-17 Spark Capital A Place For Rover, Inc. $65.0

May-17 Consortium of investors Alphapet Ventures GmbH $11.2

May-17 Consortium of investors PawTree, LLC $7.0

May-17 Shasta Ventures, Forerunner Ventures, Collaborative Fund The Farmer's Dog, Inc. $8.1

May-17 Village Capital Integrated Animal Health, LLC $5.0

May-17 Consortium of investors Calysta, Inc. $40.0

Apr-17 Battery Ventures Wag Labs, Inc. $40.0

Apr-17 CAVU Venures Nulo, Inc. $5.5

Mar-17 Piper PE LLP; Piper V Pet Food UK Ltd $6.1

Mar-17 Riverbridge Partners Freshpet, Inc. $24.6_______________

Max $300.0

Median $21.5

Mean $47.8

Min $5.0

Analysis of Public Company Trading Multiples

16Source: CapitalIQ

Graphs below show median Total Enterprise Value to LTM EBITDA multiples for publicly traded pet companies by segment

Entities included in each comparable company set can be viewed on the slides that follow

A N I M A L P R O D U C T & R E TA I L M E D I A N T E V/ E B I T DA LT M BY M O N T H

V E T E R I N A RY & A N I M A L H E A LT H M E D I A N T E V/ E B I T DA LT M BY M O N T H

10.9x 11.9x 12.4x 12.3x 12.6x 12.4x 11.9x 11.7x

11.0x 11.6x 12.0x 12.4x

Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19

18.2x 17.8x 18.3x 18.0x 18.4x 18.7x 18.5x 19.2x 18.1x 18.5x

20.1x 20.5x

Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19

Public Comps

17Source: CapitalIQ

($ in millions, except per share data) Price Market Enterprise LTM Revenue Growth LTM Margins P/E EV / Revenue EV / EBITDA

Company 03/29/19 Cap Value Revenue EBITDA 1 Year 3 Years Gross EBITDA Multiple LTM NTM LTM NTM

Pet Products

Central Garden & Pet Company $25.56 $1,378 $1,592 $2,235 $201 7.6% 9.5% 30.1% 9.0% 19.1x 0.7x 0.7x 7.9x 7.1x

Freshpet, Inc. 42.29 1,507 1,500 193 10 26.8% 18.5% 46.6% 4.9% NM 7.8x 6.3x 157.4x 52.6x

Oil-Dri Corporation of America 31.14 236 232 266 23 0.2% 0.3% 24.3% 8.5% 37.5x 0.9x 0.0x 10.2x 0.0x

Mean 11.5% 9.4% 33.7% 7.5% 28.3x 3.1x 2.3x 58.5x 19.9x

Median 7.6% 9.5% 30.1% 8.5% 28.3x 0.9x 0.7x 10.2x 7.1x

Pet Retail

Tractor Supply Company $97.76 $11,840 $12,191 $7,911 $879 9.0% 8.3% 34.2% 11.1% 28.3x 1.5x 1.5x 13.9x 13.5x

Pets at Home Group Plc 2.07 1,033 1,202 1,211 110 8.1% 7.3% 47.7% 9.1% 24.8x 1.0x 0.9x 10.9x 7.0x

zooplus AG 111.05 793 783 1,509 6 16.0% 22.1% 25.3% 0.4% NM 0.5x 0.4x 130.6x 37.8x

Mean 11.0% 12.6% 35.7% 6.9% 26.5x 1.0x 1.0x 51.8x 19.5x

Median 9.0% 8.3% 34.2% 9.1% 26.5x 1.0x 0.9x 13.9x 13.5x

Veterinary Medecine

PetIQ, Inc. $31.41 $690 $800 $529 $23 98.2% 37.0% 15.8% 4.3% NM 1.5x 1.3x 35.0x 15.3x

PetMed Express, Inc. 22.78 467 373 286 55 6.2% 7.7% 34.8% 19.1% 13.6x 1.3x 1.2x 6.8x 6.3x

Mean 52.2% 22.3% 25.3% 11.7% 13.6x 1.4x 1.3x 20.9x 10.8x

Median 52.2% 22.3% 25.3% 11.7% 13.6x 1.4x 1.3x 20.9x 10.8x

Public Comps

18Source: CapitalIQ

($ in millions, except per share data) Price Market Enterprise LTM Revenue Growth LTM Margins P/E EV / Revenue EV / EBITDA

Company 03/29/19 Cap Value Revenue EBITDA 1 Year 3 Years Gross EBITDA Multiple LTM NTM LTM NTM

Animal Health

Bayer Aktiengesellschaft $64.59 $60,234 $101,270 $44,429 $8,452 13.1% (4.9%) 61.2% 19.0% 26.3x 2.3x 2.0x 12.0x 7.7x

Eli Lilly and Company 129.76 125,973 131,745 24,556 7,872 7.4% 7.2% 73.8% 32.1% 34.5x 5.4x 5.3x 16.7x 16.5x

Heska Corporation 85.12 659 652 127 15 (1.5%) 6.8% 44.4% 12.1% 99.2x 5.1x 4.7x 42.4x 126.1x

IDEXX Laboratories, Inc. 223.60 19,240 20,116 2,213 577 12.4% 11.4% 56.1% 26.1% 68.8x 9.1x 8.4x 34.9x 31.1x

Neogen Corporation 57.39 2,991 2,744 417 87 7.3% 10.4% 46.5% 20.8% 66.2x 6.6x 6.4x 31.7x 30.9x

Pfizer Inc. 42.47 235,785 259,348 53,647 22,058 2.1% 3.2% 79.3% 41.1% 26.0x 4.8x 4.5x 11.8x 11.1x

Trupanion, Inc. 32.74 1,124 1,110 304 3 24.7% 27.4% 29.4% 1.1% NM 3.7x 3.0x NM 86.7x

Virbac SA 164.09 1,383 1,900 975 133 0.8% 0.6% 66.1% 13.6% 39.4x 1.9x 1.9x 14.3x 12.8x

Zoetis Inc. 100.67 48,198 52,946 5,825 2,176 9.8% 6.9% 67.3% 37.4% 45.7x 9.1x 8.6x 24.3x 20.9x

Mean 8.4% 7.7% 58.2% 22.6% 50.8x 5.3x 5.0x 23.5x 38.2x

Median 7.4% 6.9% 61.2% 20.8% 42.6x 5.1x 4.7x 20.5x 20.9x

Consumer Products with Pet Lines

Church & Dwight Co., Inc. $71.23 $17,518 $19,315 $4,146 $942 9.8% 6.9% 44.4% 22.7% 39.7x 4.7x 4.6x 20.5x 20.0x

Colgate-Palmolive Company 68.54 58,931 64,869 15,544 4,279 0.6% (1.0%) 59.6% 27.5% 28.4x 4.2x 4.2x 15.2x 15.5x

JAKKS Pacific, Inc. 1.01 24 138 568 (12) (7.4%) (8.7%) 27.4% (2.2%) NM 0.2x 0.2x NM 5.4x

Kao Corporation 78.68 38,288 37,118 13,609 2,497 1.2% 0.8% 43.4% 18.4% 32.4x 2.7x 2.4x 14.9x 13.1x

The Clorox Company 160.46 20,565 22,923 6,244 1,296 3.4% 3.1% 43.5% 20.8% 32.1x 3.7x 3.4x 17.7x 16.2x

Unicharm Corporation 33.06 19,724 19,430 6,211 1,131 7.3% (2.3%) 38.5% 18.2% 41.7x 3.1x 2.9x 17.2x 15.8x

Mean 2.5% (0.2%) 42.8% 17.6% 34.9x 3.1x 3.0x 17.1x 14.3x

Median 2.3% (0.1%) 43.4% 19.6% 32.4x 3.4x 3.2x 17.2x 15.7x

Cascadia Capital Overview

19

S E C T I O N I I I

Our Firm

Founded in 1999Cascadia has a successful 19 year history

investment banking professionals

Managing Directors in four cities

transactions completed, with over $15 billion in aggregate value

20

5016OVER315

Headquartered in Seattle, with Managing Directors in Los Angeles, Minneapolis and New York

INDUSTRYEXPERTISE

RESULTSFOCUS

DEALVOLUME

Leading diversified investment bank

• M&A, private placements, advisory services

• Specialized in-depth expertise across multiple industry verticals

• Representing clients in the US and globally, including Europe, Asia and Australia

Experienced team with successful track record

• Cascadia is the investment bank of choice for entrepreneurs and family-owned companies

• Decades of investment banking and operational expertise

• Deep capital markets expertise

Process and Experience Deliver Results

21

We Differentiate Each Process With a

Customized Approach

• We are thoughtful advisors who deliver a tailored process to suit the needs of our clients

• We understand the strategies of the counterparties, enabling us to tell them why they should be interested – allowing Cascadia to drive the transaction and maximize results

Team Members Have

Deep Industry Expertise

• With bankers across multiple industry verticals, we have the experience to offer industry breadth while maintaining sector depth

• Dedicated resource model with comprehensive vertical expertise from Managing Director to Analyst

Our Experience and Approach

Drive Results

• We have experience, industry focus and a differentiated process that drives success

• Our transactions are built upon delivering the best quantitative and qualitative terms with the most desirable counterparty

$10.0+ billion in total M&A transactions closed in the firm’s history

$5.0+ billion in total capital raised in the firm’s history

22

Closed Deals Overview

June 2017

has been acquired by

a portfolio company of

Pet Industry Transaction Experience

Pet Deal Experience

10+ years of industry coverage

17 closed transactions, with a meaningful emphasis on branded companies

Nine deals within the consumables sector

Four transactions in process

$1.4+ billion in total transacted value

$500+ million of in process deal value

~ $100 million in average transaction value(1)

Over 100 indications of interest received on behalf of our clients

Over 200 coverage relationships (company, buyer, investor)

Dedicated pet industry team

23Note: (1) Includes in process transactions