EFTA01381347

Form S-I Table of Contents Blue Buffalo Pet Products, Inc. Notes to Consolidated Financial Statements (Continued) In the normal course of business, the Company is subject to proceedings, lawsuits and other claims and assessanents, which typically include consumer complaints and post-termination employment claims. The Company has assessed such contingent liabilities and believes the potential of these liabilities is not expected to have a material, if any, effect on the Company's financial position, its results of operations or its cash flows. Note 16 — Related Parties Invus Partners. LLC held $20.4 million and $2a2 million of the Company's outstanding debt under the Amended Facility on December 31, 2013 and 2014. respectively. Several of the members of the Company's Board of Directors ("BOII) arc members of Innis Partners, LLC, as well as managing directors and officers of the general partner of the Company's majority shareholder and managing directors and officers of an investment advisor to the Company's majority shareholder. In addition. Kunkeinueller Enterprises LP, which is owned in part by the wife of one of the members of our BOD, held $1.5 million of the Company's debt under the Amended Facility on December 31, 2013 and 2014. Note 17- Unaudited Quarterly Financial Data The unaudited summarized financial data by quarter for tlx: years ended December 31, 2013 and 2014 is presented in the table below: (dollars In thousands) Zak Quarter 1 Quarter 2 Quaner 3 Quarter 4 Net sales $ 163,821 $ 175,133 $ 184,797 $ 195,758 Gross profit 69,337 73,490 76,727 78,058 Selling, general. and administrative expensi.%! 27,959 31.584 35.248 44,195 Operating income 41,378 41,906 41,479 33,863 Net income 21,254 22,440 22,626 11.916 Basic net income per common share $ 0.46 $ 0.48 $ 0.49 $ 0.26 Diluted net income per common share $ 0.46 $ 0.48 $ 0.48 $ 0.25 Basic weighted average shares 46,553,881 46,570,037 46,579,8(6 46,600,213 Diluted weighted average shares 46.611.325 46.617.768 46.842.556 47.035.984 Mil Net sales $ 226.247 $ 218,654 $ 234.770 $ 238,089 Gross profit 96,335 84,993 94,226 91,313 Selling. general. and administrative expenses 42.722 46,100 45,419 53,623 Operating income 53,613 38,893 48,807 37,690 Net income 31.153 21,911 27,713 21,154 Basic net income per common sham $ 0.67 $ 0.47 $ 0.59 $ 0.45 Diluted net income per common share $ 0.66 $ 0.47 $ 0.59 $ 0.45 Basic weighted average shares 46,600,213 46,603,260 46.605,513 46,605,513 Diluted weighted average shams 47.082.757 47.101,865 47.115.245 47.107,972 F-23 http://atiw. sec.gov/Archi vet/edger/data/ 609989/000119312515218883/d734898ds1 .htm17/20/2015 10:30:13 AND CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0080247 SDNY GM_00228431 EFTA01381347