EFTA01381351.pdf

Form S-I Table of Contents Blue Buffalo Pet Products, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Note 1— The Company Blue Buffalo Pet Products, Inc. ("BBPP") and together with its subsidiaries, (the "Company," "we." "us," "its," and "our") conducts its business exclusively through its wholly-owned operating subsidiary. Blue Buffalo Company, Ltd. ("Blue") (formerly The Blue Buffalo Company, LLC) and its subsidiaries. Blue was formed in August 2002 and is the parent company of three wholly-owned subsidiaries. Great Plains Leasing, LLC, Heartland Pet Food Manufacturing. Inc. ("Heartland"), and Sierra Pet Products, LLC. Blue and its subsidiaries develop, produce, market, and sell pet food under the Blue Life Protection Formula, Blue Wilderness. Blue Basics, and Blue Freedom lines. Our products are produced domestically at our Heartland facility and through contract manufacturers for distribution to retailers in specialty channels throughout the United States of America and Canada. In July 2012, Blue formed Heartland for the purpose of commencing internal manufacturing operations to eventually supplement its contract manufacturers. Manufacturing operations commenced at our Heartland facility in Joplin. Missouri in September 2014. Note 2 — Bash of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of BBPP and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments which, in management's opinion, are necessary for a fair statement of the results for interim periods. Results of operations for interim periods may not be representative of results to be expected for a full year. Certain prior year amounts have been reclassified to conform to the current period presentation. Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. 'these unaudited condensed consolidated financial statements should be read in conjunction with the Company's annual consolidated financial statements and related notes for the year ended December 31. 2014 included elsewhere in this prospectus. Note 3— Receivables Receivables consisted of the following: December 31, March 31, (dollars In thousands) 2014 2015 Trade receivables, net $ 54.647 $ 62,330 Other roccivables 23.973 6,443 Total $ 78,620 $ 68,773 Other receivables consist primarily of reimbursable amounts due from co-manufacturers for packaging of $4.4 million and $3.6 million income tax receivables of $18.2 million and $2.8 million at December 31.2014 and March 31. 2015. respectively. F-28 httpiAnew.sec.gov/Archivestedgar/datatl609989/000119312515218883/d734898dsl.htm(7/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0080254 CONFIDENTIAL SDNY GM_00228438 EFTA01381351