Welcome to the B&G Foods, Inc. second quarter 2008 financial results conference call. (Operator Instructions) I would now like to turn the conference over to David Wenner, Chief Executive Officer of B&G Foods.

You can access detailed financial information on the quarter in our earnings release issued today and available on our website at bgfoods.com and in our quarterly report on Form 10-Q that we have filed today with the SEC. Before we begin our formal remarks, I need to remind everyone that part of the discussion today includes forward-looking statements. These statements are not guarantees of future performance and therefore undue reliance should not be placed upon them. We refer all of you to our recent filings with the SEC for a more detailed discussion of the risks that could impact our future operating results and financial condition. The company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. We also will be making reference on today's call for the non-GAAP financial measure, EBITDA. A reconciliation of EBITDA to the most directly comparable GAAP financial measure is provided in today's press release and is included in our 10-Q. As usual we’ll start the call by having our CFO, Bob Cantwell, discuss financial results for the quarter. After Bob's remarks, I'll discuss factors that affected our quarterly results, some of our business highlights and our current thoughts concerning the business going forward. Bob.

Net sales increased $1 million or 0.8% to $119.2 million for the second quarter of 2008, compared to $118.2 million for the second quarter of 2007. Net sales of our lines of Maple Grove Farms, Ortega and B&M increased $2.3 million, $1.5 million and $1.1 million. These increases were partially offset by a reduction in net sales of Cream of Wheat, Sa-són, Polaner and B&G of $1.8 million, $0.6 million, $0.6 million and $0.5 million. Gross profit decreased $3.7 million for the second quarter of 2008 or 10.1% to $33.6 million from $37.3 million in the second quarter of 2007. Gross profit expressed as a percentage of net sales decreased 3.4% to 28.2% for the second quarter of 2008 from 31.6% in the second quarter of 2007. This decrease in gross profit expressed as a percentage in net sales was primarily due to increased spending on trade promotions and increased cost for wheat, maple syrup, corn, packaging, transportation and sweeteners. Sales, marketing and distribution expenses decreased $1.1 million or 8.8% to $11.5 million for the second quarter of 2008, compared to $12.6 million for the second quarter of 2007. This decrease was primarily due to a decrease in consumer marketing of $0.7 million and a decrease in selling expenses of $0.6 million, offset by an increase in warehousing expense of $0.2 million. These expenses expressed as a percentage of net sales decreased to 9.6% in the second quarter of 2008 from 10.6% in the second quarter of 2007. General and administrative expenses increased $0.3 million or 17.8% to $1.9 million for the second quarter of 2008, compared to $1.6 million in the second quarter of 2007. Excluding the impact of $800,000 insurance reimbursement received in the second quarter of 2007, general and administrative expenses decreased $0.5 million in the second…

This quarter was one of the most challenging we’ve seen in the past 10 years and it’s reflected in our results. The results centered around two basic issues, cost and price. Expected and unexpected cost increases hit us hard during the second quarter, while we saw only a very modest benefit from price increases. In fact gross sales which reflect the theoretical impact of price increases were up nicely, but higher trade spending reflecting the fact that we did not see those increases in aggregate, netted sales down to a modest 1% increase, all of which was due to volume. This is not to say that we did not see price benefits, in fact pricing was higher in about half of our brands, but this net gain was negated by several factors. The three major factors were first, a higher proportion of brand sales done on promotion; second increased sales of high trade spend brands such as B&M, B&G and Ortega and third, price roll back in specific brands with some key customers. The Emeril brand is a perfect example of the last factor. Overall pricing in the brand is down so far this year as we try to determine what retail price is the best for the Emeril pasta sauce line. A temporary price reduction was done at one customer that doubled unit sales. We then pulled back the reduction to an intermediate level and maintained sales at a level 80% higher than the original base. Similar experiments are ongoing with other customers and while the price is down as a result, unit volume on pasta sauce is up 34% so far this year. With the exception of this activity we have eliminated the price reductions that were done in the first half. We have also raised promotional price…

(Operator Instructions) and we’ll go first with Brant Johan with RBC Capital Market. Edward Aaron – RBC Capital Markets: A couple of questions for you; so on the Cream of Wheat this is the first you’ve talked about any response to promotions being less than very positive, I’m just kind of wondering if it’s caused you to rethink anything strategy wise in terms of the promotion of that brand going forward.

Well, actually the promotions from a retailer point of view were almost two positive Ed. It moved volume into the first quarter and out of the second quarter. We had a very, very good March based on a promotion we did in March and we saw a lot of customers buy in on that promotion, so a very strong March depressed second quarter sales and that’s why I used the four month comparison of the four months where we owned it 2007 versus the four months in 2008 and showed you that we are up 4.5% over that same four months. We didn’t see the response at the consumer level we might have hoped to see, we saw a weaker response than we hoped from consumers. So we’re rethinking how we’re going to do the September promotion and I’ve actually recast it in light of that and its still a work in progress in terms of what promotions work and don’t work but we’re trying something new in September? Edward Aaron – RBC Capital Markets: As far as the pull forward of sales into March, I mean was that something that you had internally model for. In other words, realizing that you knew in April that you had a good March were you expecting a higher level of sales and actually came in for the second quarter for the brand?

We were and as I have said it was because we expected more pipeline fill on the new products. We thought that would backfill what we lost on the existing products into March. That did not happen as much as we would have hoped. As I said we’ve acceptance at a wide range of retailers, but there is fully a third of them that haven’t ordered the product yet. In some cases people have actually deducted the sorting money and installed haven’t ordered the product. So we’re all over people to get those products into the store here before we drop our September FSI and do the promotions in September. Edward Aaron – RBC Capital Markets: Okay and then can you just talk a little bit about the acquisition pipeline. It just seems like maybe it’s a little bit more likable than it was six or nine months to go?

Well, it is more liable than it was six to nine months ago. We continue to look at several properties. I would say that what’s interesting nowadays is the financing window tends to open and closed depending on what week it is. It seems to be closing right now but it was opened three, four weeks ago, so you kind of have to pick your spot there, but I think we’re confident that it will open back up again and if there is an opportunity we’d be able to do the financing.

And we will go to Reza Vahabzadeh. Reza Vahabzadeh – Unknown Company: On the pricing actions that you’ve taken and I think you mentioned an August, mid August kind of a price increase followed by January 1, but do you think you’re pricing increase in August once fully utilized can allow you to catch up with cost as you foresee it now and would that be in the fourth quarter or could that happen by the end of the third quarter?

Well we have actually two price increases in play this year because we still have the one we announced in March to get a benefit from and we believe that we are getting a benefit from that now and will for the full second half of the year. Then we have the August one kicking in here in another week or so and as we’re double checking what we expect to happen based on how the first half went we’re confident that that one is going to have much more effect than the first one did and be much more immediate in terms of effect. So between those two and some other scattered ones we’re doing with food service and things like that, we’re forecasting that we will see about $10 million benefit out of pricing in the second half and working hard to make sure that happens. Reza Vahabzadeh – Unknown Company: And as far as spending back the pricing increase back into trade, I assume there is going to be less of that in the second half than there was in the second quarter?

Some as I said there is really three factors; one, was deliberate price reductions on some product lines either as a competitive response and in the case of the Emeril line as an experiment to see what would happen at price points and again as I said everything, but the Emeril line pasta sauce experiment has stopped, so those are all positives relative to the first half. The second is that we did see a very good response from consumers on things that are typically promotion sensitive; B&M, B&G and Ortega frankly, so that mix shifted our trade spending up to some extent and then third when I say more products sold on promotion there seems to be a trend in the industry for some of the major retailers to try and go to an EDLP format rather than high-low promotions necessarily and even when they do high-low promotions they are funding it off at EDLP formats with manufactures. We frankly had several of those in place and did not realize what the dynamics of those would be in terms of the trade spending positives to negatives versus last year and it was a negative to us in the second quarter. We expect that to turn positive in the third quarter and some of those are ending and will be reset at a higher level in the third quarter. Reza Vahabzadeh – Unknown Company: Okay, and as far as competition, has competition generally matched your pricing increases, give or take?

In the vast majority of cases we’re following competition, so yes. It’s a self fulfilling prophecy. In the case of Ortega it would probably be the only place where we are leading pricing and we have not seen general mills move yet. Having said that we’re really making our Ortega gains not so much at the expense of Old El Paso as of the expense of Taco Bell, so despite the fact that they have not moved in price, OEP I mean, we are still making headway. Reza Vahabzadeh – Unknown Company: Okay and then as far as the inventory numbers that you mentioned, so by the end of the year just to be clear you’re going to see inventory levels come back to prior year level?

Well below, yes.

And we’ll go next to Robert Moskow with Credit Suisse.

Yes. I mean less our fuel price increase as well as mix year is up between $4 million and $5 million and because of certain brands Emeril being one that Dave mentioned we basically dealt with the majority of that back during the course of the quarter, but there were pure less price and from a pure kind of go forward basis we feel very comfortable with that and that list price will stick in the third and fourth quarter.

Not really. There will increases from where we are today and the back half but we foresee that -- it’s really something we’ve seen coming down the road. For instance, beans going into B&M and Joan of Arc. We’ve known for some months now that those costs are going to go up 60% in September. Having said that we are still planning for a price increase in January and we are certainly hedging our bets that that extraordinary thing can happen that will drive the price to oil backup again and we’re going into another round of inflation, but all things being equal unless something extraordinary happens, my impression and it’s one persons opinion is that our costs might actually plateau four, five months down the road.

Okay and then as far as the overall consumer is concerned, you’re in a lot of different categories; maybe this is just kind of hard to talk about, but I’m trying to figure out if consumers are trading down within your portfolio also, but I guess it’s kind of hard to tell because if they shifted to B&M and B&G and Ortega it might have been because you had deals on those categories and maybe that’s what the reason that they were attracted to them, is that fair?

More sales of B&M doesn’t mean consumers are trading down per se; what it means to me is they might be eating at home more and they are looking for inexpensive side dishes and baked beans, there is very little private label business there, it’s a branded business and it’s a branded business because you can buy a good serving size at a very reasonable price. We’re seeing the same thing with B&G retail products increase sales at retail on those products. Ortega offers meal solutions at home and so we’re not surprised that we’re seeing increase sale there. We’re basically executing the same promotions as last year and in the case of B&G higher promotional prices and seeing a better consumer response, so we think its all about consumers trading down and that they are not eating out, there are eating at home more in that sense, but within the grocery store products not necessarily trading down.

And we’ll go next to Bryan Hunt with Wachovia.

Thanks. David I was wondering if you could talk about other than maple syrup before you’ve taken the biggest price increases and conversely maybe the smallest moves. It sounds like in Regina you have so much competitive pressure you’re not doing much of anything?

Although we’ve take the biggest price increases -- I guess we would boil down to things where you’ve seen broad cost increases; for instance our B&G pickle and pepper line has seen very broad cost increases; fully, every major component of those product is 20%, 30% higher and so we’ve raised promotional prices considerably and have taken a retail price increase as well. The pull in our line preserves and things -- again fruit has gone up a lot, corn syrup has gone up a lot, glass has gone up a lot, so we’ve tended to follow Smucker’s latest price increases on that line and they’re considerable. Yes, there is something like Regina that it’s very competitive and we really haven’t taken up price increase, even lines like B&M, the increases will be considerable going forward on B&M, but they are more oriented towards promotional activity than they are towards pricing. We’re going to take a modest increase here in the fall on B&M, in terms of list price, but our promotional pricing probably will change dramatically and that’s due again to the fact that beans are up 60%, cans are up somewhat and the sweeteners that go into the product, they’re up as well.

Okay. Could you talk about maybe on which costs that you‘re hedged out for a significant period of time, whether it’s tin plate or glass, corn, peppers, anything along those lines?

Well in terms of packaging, we have annual or multi-year contracts, but I have to tell you that any contracts like that, that you are signing nowadays has energy inflators in it. So, depending on what oil does; your package, you can’t insulate yourself on packaging; can’t insulate yourself on packaging from the effect of oil or something like that. As far as commodities go, wheat has become a significant commodity for us relative to the size of our business, and we’re locked in on wheat prices through the first quarter of 2009. We’ve locked in corn prices in a similar timeframe, so we’re taking more positions then we ever have on commodities where we have exposures like that and then there is other things like corn syrup that basically are annual pricing contracts and that’s pretty common through the industry and so our corn syrup costs are locked through the end of the year, but a new price comes into effect January 1.

Looking at backing up the promotion, what would you say your tonnage was up during the quarter or your overall volume?

The volume was up comparable to the net sales about 1%.

Okay and then we’ve heard a lot about coupon redemption has accelerated in the current environment; are you seeing that hit out as well and let’s say if you did have a big step up in coupon redemption, what kind of risk is there to numbers?

We are not seeing a very large coupon redemption increase; it’s very comparable to prior years. Last year we spent $3.5 million on coupon and we might spend an extra $1 million this year because of Cream of Wheat, so we just don’t see a huge risk on that.

And we’ll go next to Andrew Lazar with Lehman Brothers.

I have just a couple of things; one, I’m still trying to get a little bit -- I appreciate all the detail around sort of the trade spending and kind of the three different buckets that that fell into; I guess I’m really surprised because you are one of the only; if not the only food company frankly that hasn’t seen pretty dramatically accelerating top-line growth largely because of pricing flowing through and I realized you went through a couple of different things, but I guess I’m trying to get a sense which of those was sort of the biggest and was that something that you knew was going to happen; like you had visibility to it and realized that was what you were trying to accomplish or was it something that you didn’t necessarily see until it started to come in that way and you internally in your plans have expected a lot more pricing to come through.

Well we expected a couple of million dollar of price benefit in the second quarter and why it didn’t happened -- I think the everyday low pricing with some retailers kind of snuck up on us in terms of the effect and the reason I say that is when we set those everyday low prices we actually set them with a price increase in mind; in other words the net collect from that customer on those prices we’re going to be higher than the net collect was last year. Then it’s gets down to timing in terms of when did you spend your promotional money with the customer last year versus this year as to whether your plus or minus that net collect at any point in time and if the effect basically in the second quarter was that we were minus the net collect the prior year, as promotional activity goes through the summer on some of those brands like B&M, like B&G and others we will gain ground on that net collect, but that part surprised us. The price rollbacks were done for defensive purposes in a lot of case and those are very ad hock, so we had not planned all of those and to that extent they were unexpected. Finally the mixture to more trade promotion brands, obviously we had not predicted that as well. We have eliminated the price decreases, not that we understand the EDLP; we are confident that we are going to gain ground on that EDLP format, but yes there were a couple of things there that we went through some learning curves, but the price decrease was not one of them.

Okay, and then as I think about how the top-line will start to shape up as we go into the third and fourth quarters, I’m trying to get a sense of how you think the top-line is likely to come through and then sort of how the components between pricing and volume will shape up because there’s a lot of puts and takes here and I’m still not sure how that sort of plays through in the back half of the year?

And we are not sure to the extent that maple syrup will affect that top-line and that’s a big bogie out there because it’s all about how much supply can we continue to get on maple syrup and how much will this dramatic price increase that we’ve taken affect volume. Frankly, when we raised price as much as we did, we hoped the volume would go down comparable to the 40% to 60% price increase we took depending on a customers, because there is not enough maple syrup to supply the same amount of usage as we did last year, so if its perfectly even, if we raise price and the unit volume goes down as much as we raise price then obviously the sales are ineffective, but we don’t know what that affect is going to shake out to be going forward. Putting that aside, we expect a modest increase out of pricing. I would say we do not expect a lot of unit growth overall because we are exiting two significant private label pieces of business on the B&G side and that’s done simply because they were not profitable and used up a lot of working capital, so we decided to move away from those, but we could see that that volume loss will probably leave us to where -- if we see a modest unit growth, maple syrup aside we’ll be pretty happy.

Okay and then last one would be, I know I realize there is all sorts of competitive issues that you need to be talking of in each of your individually categories; do you think there is an argument to be made that in an environment like this, that to the extent that you or anybody else are not taking even more aggressive sort of pricing actions, even if there is some volume offset in the near-term that your kind of leaving money and margin on the table as you will -- isn’t this the time ultimately even if the leading player in a certain category hasn’t taken it. I know in other small account names in certain categories, the number two player has led with pricing; even in the same categories where they’re competing with general mills in many cases and have led and that’s a scary thing to do, is a distant number two, but ultimately led to a better place?

It’s an interesting question and I guess we’re going to learn the answer with Ortega unless general mills take the price increase pretty soon we’ll find out. As I said, we’re fortunate and that there are several players in that category and we’re actually gaining ground of the expenses in some of the others. I think everybody should be as aggressive as they can be in this situation. As I watch everybody else’s earnings, a lot of people’s margins have degraded and frankly when they are the category leaders, I don’t understand why they’re letting them go down as much as they are. They know everybody else wants to increase price to, I don’t know why you would depress it. So, we’re conducting our little experiment here with Ortega and we are certainly trying to follow everywhere else as category leaders do take price. We think if we can get all the pricing we want to get, we will hold our own as far as earnings and things. Frankly, I don’t know what’s enough, what’s too much, that remains to be seen in this environment.

(Operator Instructions) and we’ll go next to Reza Vahabzadeh. Reza Vahabzadeh – Unknown Company: Just a follow-up, you mentioned you have some coverage on your corn and wheat needs all the way to the first quarter of ’09. I mean does that sound like you are hedging more of your cost need to give you more visibility and I’m just wondering what is your thought process on covering your costs and having more protection on it?

I guess its better the devil you know than the one that you don’t know. Yes, we just we’re looking for predictability in our costs, so that we can lay in our plans or what we’re going to do with our products and pricing and thinks like that based on predictability and the costs, so yes we’ve taken more positions than we’ve ever taken before where we’re able to. If price of those commodities goes down we’ve left ourselves some room to benefit from that what, but we wanted to make sure that we had a predictable future. Reza Vahabzadeh – Unknown Company: So, would you anticipate continuously rolling forward some hedges as you move forward just to give you that visibility?

Yes, I think we are definitely aspiring to be much more sophisticated going forward and looking to do that.

At this time, we have no further questions. I’d like to turn the call back over to Mr. David Wenner for any additional or closing comments.

Thank you operator. As I said at the beginning of the call this was a very challenging quarter for us and despite the challenges and some very extraordinary events with maple syrup and with wheat we believe we produced a fairly consistent quarter that we’ve positioned ourselves to over come these extraordinary occurrences. I know everybody watches the cash on our balance sheet in the context of the dividends; please be assured that there have been some extraordinary circumstances there as well. We had to buy as much maple syrup as we could; as soon as we could to assure supply given the circumstances and our capital spending has absolutely been at an unusual level for the 12 months. I think our LTM capital spending is around $16 million, that’s very extraordinary for our business. The high point we see in our business going forward is $11 million a year. So, we truly have used more cash than we would normally expect to on capital spending especially in the first half of this year. Those things will come back and provide a reasonable balance sheet position on cash going forward and in that context we believe our dividend is assured for the foreseeable future. With that, thank you very much joining us on the call, we look forward to the next call.