Good afternoon, ladies and gentlemen, and thank you for standing by. Welcome to the B&G Foods, Inc. third quarter 2008 financial results conference call. Today’s call is being recorded. At this time all participants are in a listen-only mode. Following the presentation, we will conduct a question-and-answer session and instructions will be provided at that time for you to queue up for your questions. I would like to remind everyone that this conference is being recorded. I would now like to turn the conference over to David Wenner, Chief Executive Officer of B&G Foods. Please go ahead sir.

Thank you. Good afternoon everyone and welcome to the B&G Foods third quarter fiscal 2008 conference call. You can access detailed financial information on the quarter in our earnings release issued today available on our Web site 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. On today’s call, we will be referring to slides that are available on our Web site by going to www.bgfoods.com under the Investor Relations Company Overview section. We will refer to individual slides by number to help you follow our remarks. As usual, we will start the call by having our CFO Bob Cantwell to discuss financial results for the quarter. After Bob’s remarks, I will discuss factors that affected our quarterly results, business highlights, and our current thoughts concerning the upcoming quarter and fiscal 2009. Bob?

Thank you, Dave. If you go to slide 3 in the presentation, you will see that net sales decreased $0.5 million or 0.4% to $116.5 million for the third quarter of 2008 compared to $117 million for the third quarter of 2007. Price increases that were recently implemented improved net sales by $4.7 million during the third quarter of 2008. These pricing gains however were offset by a decrease in net sales of $5.2 million attributable to unit volume decline. A substantial portion of the unit volume decline was attributable to the poor maple syrup crop in Canada in 2008 that resulted in an industry wide shortfall of maple syrup and a management decision to eliminate unprofitable sales to certain customers of private label pickles and peppers. Net sales of our Maple Grove Farms pure maple syrup and our private label pickles and peppers declined in the third quarter of 2008 by $1.4 million and $0.2 million respectively. In the case of pure maple syrup, this decline was attributable to the unit volume decline partially offset by pricing gains. David Wenner will review the remaining increases and decreases in our brand sales in more detail in his business commentary. Gross profit decreased $7.6 million for the third quarter of 2008 or 19.7% to $30.7 million from $38.3 million in the third quarter of 2007. Gross profit expressed as a percentage of net sales decreased 6.3% of net sales to 26.4% for the third quarter of 2008 from 32.7% in the third quarter of 2007. This decrease in gross profit expressed as a percentage of net sales was primarily due to increased costs of wheat, maple syrup, corn, packaging, transportation and sweeteners, partially offset by $4.7 million in sales price increases. Sales, marketing and distribution expenses decreased $2.3 million or 17.6%…

Thank you, Bob. As you can see in our numbers the third quarter was a difficult quarter for us with the same industry issues that affected us in the second quarter, price and cost only with greater effect. Before I get into the details of the quarter, I would like to stress that we view this quarter as an anomaly in our usual steady performance and an anomaly caused by a very few specific cost issues that we are confident are now behind us. We have issued guidance in our earnings release for the first time ever to put numbers behind that belief and to demonstrate our confidence and improve future results. Third quarter net sales declined slightly to $116.5 million versus third quarter 2007. As you can see on slide 6, absent the decline in sales of pure maple syrup products to retail customers, our net sales would have increased for the quarter. The crop failure this past spring caused us to take three actions in response, raise price wherever possible to reflect the almost 50% increase in cost, discontinue roughly 75 maple syrup products to conserve limited supplies and allocate supplies of what we were able to buy to our customers. The discontinued products and the allocation caused a net sales decline of $2.9 million of maple syrup sales in the third quarter before pricing. Price gains added back $1.5 million making the third quarter net sales decline $1.4 million. On a unit basis, overall third quarter volume was down 1%. Retail maple syrup unit volume was down 54%. Unit volume in the quarter would have been up slightly without this decline and overall net sales would have been up roughly 1%. Another modest factor in the sales decline was our decision to exit several unprofitable private label…

Thank you, sir (Operator instructions) Our first question comes from Reza Vahabzadeh with Barclays Capital. Reza Vahabzadeh – Barclays Capital: Good afternoon.

Good afternoon Reza. Reza Vahabzadeh – Barclays Capital: On the EBITDA decline Dave you said that almost all the decline was due to maple syrup, wheat cost and what was the other component of that?

Pricing did not come as quickly as we thought it would. Reza Vahabzadeh – Barclays Capital: Okay. So looking into the fourth quarter the reason that the EBITDA could be nearly flat or better would be because of the pricing change and maple syrup on the food service side more pricing in general and then wheat costs coming down just to be clear on the stuff.

Wheat cost is down in the fourth quarter 40% from where it was in the third quarter. Our maple syrup food service business has been reset to new pricing with new products so that it is modestly profitable where it was losing money on every sale we made in the third quarter and our pricing momentum definitely showed in September and early returns in the fourth quarter are positive as well. Reza Vahabzadeh – Barclays Capital: Okay and away from maple syrup and the lower margin pickles business, it looks like sales were not really holding out, is that your expectation for the fourth quarter as well?

Yes we are forecasting that sales are flat to down slightly and it will be down slightly because the private label business effect will be larger and the maple syrup effect will still be fairly pronounced. You are talking again probably very similar to third quarter a loss of almost $3 million in sales before pricing with pricing making up not quite half of that. In fact, it will not be quite that because the food service component is at a lower price now and so you will see some sales loss if you will from that too although unit volume will be steady. Reza Vahabzadeh – Barclays Capital: Inventories came off nicely in this third quarter, should we expect more of the same in the fourth quarter as they usually have that come with experience?

We will pull down inventories more in the fourth quarter because we are always cyclically we are pulling down maple syrup products and we are pulling down B&G products in the fourth quarter. But we go into the fourth quarter with a much lower finished goods inventory than prior year and much higher maple syrup raw inventory if you will. That will come down and I think we will nice inventory gains in the fourth quarter. Reza Vahabzadeh – Barclays Capital: Right. And then you have the commodity cost increase for 2009 in (inaudible) is that moderated in the last four to eight weeks and do you have good visibility on these costs going into 2009?

We have good visibility and some of the costs have moderated but as I said as we have locked in some costs we are not able to take full advantage of some of the collapses if you will that you have seen in wheat and corn. We thought it was prudent at the time to lock in a decent proportion of our supply at a profitable level compared to 2008. So we limited our upside if you will but we are protected on the down side. Some of the other increases you see in packaging are still being negotiated and there is a little bit more softness there than had been when this was prepared but there is nothing firm. We think this is a worst case scenario on the packaging side I guess is the best way to put it. Reza Vahabzadeh – Barclays Capital: Right. In conjunction with your dividend you talked about potential acquisitions, is that just an opportunistic approach or do you have something specific in mind?

There is nothing specific in mind. We think though that as the markets start to revive which hopefully will happen sometime in 2009 that the activity will pick up and we may or may not be able to do something depending on where interest rates go, where expectations are from a seller point of view and all the factors that make us decide whether to do something or not. Reza Vahabzadeh – Barclays Capital: Thank you very much.

Yes, you are welcome.

Your next question comes from Ed Aaron with RBC Capital Markets. Ed Aaron – RBC Capital Markets: Hi guys, thanks for taking my questions. First of all on the gain on wheat, did you see that you had a 7% on the retail but less than 1% for overall and if so I guess I was not under the impression that the food service was that big of a piece of that business, can you just maybe clarify that a little bit?

Food service is a decent proportion of the business. So a decline on food service can certainly have an effect on the overall performance. Ed Aaron – RBC Capital Markets: Did you say how much was food service down on a percentage basis?

It was double digits. Ed Aaron – RBC Capital Markets: Okay.

I don’t have the number in front of me but I know it was over 10%. Ed Aaron – RBC Capital Markets: Okay and then you announced the buyback authorization, how do you think about the trade-off between using any excess cash or to buy back stock versus buy back debt, when you compare it to, the stock maybe is more attractive there is arguably some benefit delivering the balance sheet in light of future refinancing risk and uncertain credit markets, could you just give some color on that please?

I think you are right, there will be a deleveraging but buying back $10 million of debt at a discount depending on how big the discount is, is not a huge delivering event where you could argue that if the stock stays at its present level, I am improving my cash flow in the business significantly by buying back stock but those are the kind of considerations we will have to look at depending on where the market goes, what the discount is on the debt versus what kind of cash flow we can get out of buying stock back. Obviously it is pretty interesting, it is a compelling thing to look at when you look at a stock that is yielding over 20% on the dividend and I do not get a tax deduction on that dividend that makes a very good argument for buying the stock back. Ed Aaron – RBC Capital Markets: Sure. And then lastly, could you talk a little bit about the factors that might have changed since you last reported the full year, I think last quarter you mentioned that you thought you could still be flattish with last year on an EBITDA basis the full year looks to be a little bit below that, it sounds like the main issue there probably is pricing which you mentioned was different from your expectations but partly it is the commodity issue but I was under the impression that commodities even for these key commodities that you sited really trended in a worse direction from when you last reported and fell through the end of the quarter and so I am just trying to get my head around that a little bit.

I don’t know if they trended worse, there is definitely a peak in cost on wheat in the third quarter and we experienced that for longer than we hoped we would. We were buying $50 wheat there in the third quarter and not enjoying it very much and it went on for longer than planned originally. The same with the food service maple syrup, we thought we could transition that to a more profitable scenario faster, as it turned out we had to create new products, get those products approved through the channels that we sell through and that was time consuming, so we didn’t get the relief as quickly as we thought. Then the third element of pricing, pricing just did not come as fast as we hoped it would in the third quarter although as we said we are very encouraged by what we saw in September and frankly the third quarter was not a terrible quarter for pricing certainly compared to the first half and it is very encouraging going into the fourth quarter. So, the first two are resolved and the pricing looks like it has great momentum so we are looking forward to a very good fourth quarter and really the effect for the year, when you look at the decline year to year, it is all in the third quarter. Ed Aaron – RBC Capital Markets: Fair enough, thank you.

Your next question comes from Alton Stump with Longbow Research. Alton Stump – Longbow Research: Thank you good morning or I should have said good afternoon.

From where you are good afternoon or good morning. Alton Stump – Longbow Research: Just a couple of good questions. First off, very good news on the cost front (inaudible) manageable next year, just on the pricing area obviously you are looking for I think $3.5 million more than what you expect cost to be, what gives you confidence that you can get to that level of pricing above and beyond cost pass-through?

Because it is in place already and we are already seeing in the second quarter – we saw almost $5 million in pricing that we didn’t see in the first half of the year. If you just put that into the first six months of 2009 you can say you are going to get about $10 million in pricing gains and then we think there is more momentum than that in the pricing going in 2009 and we have announced another price increase on a decent number of products for January 1, 2009. Alton Stump – Longbow Research: Okay, thank you for that. One other question, with the recent dividend cut announcement, how much of that was truly in response to the market conditions being very weak versus wanting to just add maybe a bit of extra cash around for other usages like you have talked about already, is that (inaudible) with your announcement?

It wasn’t about having more cash around because obviously with the stock repurchases we are saying we can use some of this cash and still be comfortable on our balance sheet. We have never used our revolvers so we generate enough cash in this business to operate the business on a day-to-day basis. The stock repurchase, this announcement was aimed at taking advantage of what we perceive as a condition where our stock is depressed. Our stock, we think, is depressed because there was no confidence about the dividend. People were looking at cash flow and saying the dividend was not sustainable, so we cut the dividend enough to give us a cash cushion if you will that people will perceive that the dividend was sustainable and we think there was a concern that – there was certainly talk of the dividend being eliminated that was never our intention and we wanted to put out that announcement about the dividend early to stop that conversation very quickly. Alton Stump – Longbow Research: Okay I guess what I am trying to get out here is with the cut announcement this was not a case of you had to do it or you are going to major issues in a quarter or two, it is more of like to have that cash available to give back in other ways to shareholders.

Absolutely. We did not do it because we needed the cash. We don’t need the cash and I think the fact that we are announcing a program of taking $10 million in cash and buying back stock or bonds is evidence for that. Alton Stump – Longbow Research: Great thanks guys.

We will now hear from Andrew Lazar with Barclays Capital Andrew Lazar – Barclays Capital: Good afternoon.

Good afternoon Andrew. Andrew Lazar – Barclays Capital: Just a couple of things, one just with respect to the incremental price increase that you talked about that will start taking place Jan 1, it is interesting because there is so much rhetoric out there now that with some of the recent slide in key commodities over the last month or so that the pricing window if you will is more effectively closed at this point meaning retailers had a lot of pricing through and it was justified but now it is going to be a whole sort of different ball game in getting that through. Did you understand if you have a greater level of push back on this recent round of pricing or did it go through do you see like the rest?

There has been some pushback more than before but I would not call it a remarkable amount more and we are able to answer that very specifically because what we are taking pricing on are brands that are still seeing cost increases and the great example when you look at the cost increases we are showing on this slide B&M backed beans, the bean costs are going to up $2.3 million and this includes some of our other products but there is a big increase there and there is a big increase on steel cans. That is the pricing is warranted in that context where you are seeing those kinds of increases still going. There is wonderful relief on wheat although wheat is still higher than it was a year ago. There is some relief on distribution although if you look at fuel surcharges as of this week, they are still higher than they were a year ago because diesel has not backed down as much as gas has. So everybody is talking about cost decreases, we are not seeing that and we are able to justify the further price increases on select brands not on everything. Andrew Lazar – Barclays Capital: Where you sort of started to sort of lock in some of your commodity needs as you go, I think you said through kind of mid ’09 and like others I think you are in a situation where lot of other food companies have been doing the same, I guess trading off product ability for the chance of kind of beating the market at some point. Are there categories that you have and if so how many of them do you think there are, what percentage of sales or you are maybe more at risk though for having locked in some things where maybe some competitors are not as skilled at doing that or private label that may not hedge as much or much more tied to the spot market and therefore can take advantage of that move more quickly and might be whatever advantageous on pricing at some point where you are still locked in at a higher level?

I really don’t think we have that kind of exposure. I think when you look at what are our major costs, maple syrup is one of the major costs, you can’t lock that in, it is a point in time cost we think it is going to go down. The currency exchange rate is favorable right now compared to where it was last year but we are no more or less able to take advantage of that than our competition is. We believe we have locked in at a reasonable level and I think we are in a good competitive position there. When you look at beans, everybody was in the same boat. If you wanted beans and you wanted the farmers to plant beans, you had the contract at the kind of prices we are paying right now and I don’t think had any special magic there to avoid that and I think the can pricing is going to apply to everybody when it comes in unless somebody has a very powerful multiyear contract. But the feedback I get from our suppliers is everybody is in the same boat on the can business as well. So those are our major cost elements, everything else is fairly minor and I don’t think it gives anybody a real powerful plus or minus versus us. Andrew Lazar – Barclays Capital: Last thing, when you get the shift that you have from your food service business into retail, is that a favorable sort of margin mix for you, so is that favorable but just everything else was obviously much more negative?

In general yes. Andrew Lazar – Barclays Capital: Okay, thanks very much.

You are welcome.

Our next question comes from Thomas Share [ph] with Federated Investors. Thomas Share – Federated Investors: Hi. How much were you maple syrup costs up year over year?

We are looking at about $7.5 million and that is with buying half of our normal annual needs. So, it was a substantial cost increase year over year. Thomas Share – Federated Investors: So on a percentage basis?

Up 50%.

Up over 50% yes, and everybody was up, everybody paid pretty much basically the same price. It is controlled at Canada. Thomas Share – Federated Investors: On the EBITDA perspective, I think you had broken down maple syrup and wheat to what $3.8 million, can you break that down between wheat and maple syrup?

The maple syrup had really related to the food service piece and in the quarter that was about $1.7 million and wheat was a little over $2 million. Thomas Share – Federated Investors: I think you mentioned that I think from a wheat perspective you feel like you are hedged at a competitive level, what about corn? Obviously that is my only concern where you are hedged within that range could be interesting.

We think we are pretty good there. We kind of had rolling contracts here as we bought in through the majority of 2009, we have been buying in as a drop but we are not a big corn user, it is used in our shelves for Ortega, we don’t actually spend a lot of dollars on corn at all. Thomas Share – Federated Investors: Just kind of taking a look at the consumer at this point, obviously you have commented about seeing the shift from food service to retail, within your products are there certain categories that seem to be performing better than others, there are certain categories we are seeing considerably more kind of price competition from competitors.

We are not seeing a lot of price competition from competitors but we are seeing categories that are all about eating at home and recipes and things like that doing very well. Ortega for instance is doing very well and we are having a lot of dinner kits and things like that that are selling well. Our recipe beans Joan of Arc for instance, those are the kind of things that sales are just zooming at Wal-Mart for those I presume people are making chilly at home and things like that. And B&M is another one that did very well this summer, we had a remarkable summer. So it tends to be more – what you read seems to be true, people are eating out less and cooking at home more and anything that takes you right there seems to be doing very well. Thomas Share – Federated Investors: To the extent that pricing came through slower than you would have figured in the third quarter what kind of drove that?

What we have seen this year is a big effect from EDLP customers and getting pricing implemented with them a lot of times it is not – you can’t just announce the price increase with an EDLP customer, you have set periods that you have committed to that pricing level with the customers, so it staggers in over time if you will and we saw some of that continue to happen in the third quarter. We now fully understand that. So when we look at what we are going to do with the price, we know that it is going to take effect but it really has been a revelation of how much of certain parts of our business are with what we would call EDLP customers and what effect that has on price increases. Thomas Share – Federated Investors: Okay and you think you have just a better understanding kind of how that is going to work going forward.

Yes, it is kind of very granular level now. Thomas Share – Federated Investors: Okay just as you had not needed to as much to this point you were not as familiar is that a fair statement?

Well it is two things, we haven’t – we are still learning how to do price increases up until say the middle of the year and two of the EDLP customers have proliferated tremendously. We are in a lot of grocery change doing that in the past that trend has grown significantly. Thomas Share – Federated Investors: Okay.

(Operator instructions) We will hear from Nick Edney with Adar Investment Management. Nick Edney – Adar Investment Management: Hi, you have answered most of our questions but I did want to address one about the capital structure decision on the dividend and I guess it is apparent that even after cutting your dividend the stock is still yielding almost 24% the market does not seem to have reacted or seem to care much about the dividend and so I am wondering why you would not consider cutting it even more, maybe a lot more and using the proceeds to buy back debt or even stock, your debt is trading around $0.80 and the stock is obviously very cheap, why not just use the cash to purchase your securities if the market is not responding to your dividends?

We are not sure that the market won’t respond to the dividend going forward. I think there is a certain element of people waiting for the earnings release to come out before they made a decision whether to get back into this company or not but when we look at what goes on in the market with our stock, we have a very stable shareholder base that is the vast majority of the shares in this business and those shares don’t move. Those shareholders are the shareholders we sold the stock to when we went IPO, some of them have increased their holdings in this stock and they are in this stock for the dividend and they believe as do we that if we run our business well and if we show that we are reliable and that this is a short return on your investment, the stock price will take care of itself over time. So we are committed to those shareholders, we are committed to the proposition we went IPO with is that we will distribute our free cash flow to our shareholders and provide them with a very good dividend return. The stock does what it does, we are going to stick to our strategy and I guess you could make an argument that given that very large stable shareholder base were we to go away from our strategy we might become an orphan. We would lose the shareholders who understand the proposition and have stuck with us and I am not sure what attracts new shareholders. For now and for the foreseeable future, I think we are going to stick to our strategy. Nick Edney – Adar Investment Management: Okay thank you.

Our next question comes from William Robertson with TM Capital Corp. William Robertson – TM Capital Corp.: Thank you. I guess the last question came from someone who is more interested in the debt than the stock because (inaudible) the management on your confidence, regaining the confidence of the public stockholders. The cut in the dividend looks like it is about a little over $6.5 million a year and yet we have all seen market value has impacted a lot of people who bought this stock on a yield basis, it is the main reason they bought it given the stability of the product and the history of the company, so I would encourage management to stay with the current dividend. In fact I realize that the savings from cutting the dividend is not going to make a big difference than the capital structure if your bad debt in or equity. But being mindful of the fact that people bought this as a yield investment the stock as well as the enhanced income securities and that is most important. We are not running this company for the debt holders primarily it is for the stockholders. So in our product management it appears that the results of the quarter and your outlook for the year certainly should give confidence to people and I hope we will regain some of the market value that has been lost when people feel the confidence that you can’t maintain the current dividend. At any case, I look at the cut in the dividend and with your outlook I still wonder whether that was the right thing to do. So I really ask the question is there something that we are not seeing or that you are talking about that I have missed with regard to your ability to make the debt payments and your confidence in refinancing in 2009 when that is going to come up.

First of all, let me quickly address what you just said, we are not placing any refinancing in 2009. The earliest part of our debt comes due in 2011. So we don’t place any refinancing activity for at least two years. But secondly, we could have made the full dividend payment, the cash flow is pretty much right there in terms of doing that. What we were getting from a lot of conversations with a lot of people was that there wasn’t confidence that we could continue to do that when we were essentially using all of our cash flow to service debt and pay the dividend. So in that context we felt that if we gave ourselves a modest buffer on the cash flow that people would have confidence that the dividend was sustainable and we believe that that is a very important issue that people have that full confidence that we are going to pay this dividend every quarter. So, that is why we took the action. The action is not something that is chiseled in granite as far as what we will pay going forward that can be adjusted by the board on a quarterly basis. We adjusted it down in this case but there is nothing to say we can’t adjust it back up as our results improve and we remain committed to the policy that says we will pay out a very substantial portion of our free cash flow. So I would hope that would encourage you in that context.

We have no further questions at this time. I will turn the call back over to our speakers for any closing comments.

Thank you all very much for participating in the call. I think it sounds like message came across very clearly in terms of the results for the quarter and our projections for 2009 and the fourth quarter of 2008. We are very confident that the business will recover to its normal levels in 2009 and we are certainly working hard to make sure that happens but thank you once again.

Once again that does conclude today's conference. We appreciate your participation and wish you all a great day.