Good afternoon ladies and gentlemen. Welcome to the B&G Foods, Inc. second quarter 2009 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; please go ahead sir.

Good afternoon everyone and welcome to the B&G Foods second quarter fiscal 2009 conference call. You can access detailed financial information on the quarter in our earnings release issued today available on our website at www.bgfoods.com and in our Quarterly Report on Form 10-Q that we have filed with the SEC today. 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 will also be making reference on today's call for the non-GAAP financial measure, net income as adjusted, earnings per share as adjusted, and EBITDA. Reconciliations to these measures to the most directly comparable GAAP measures are provided in today's press release. We will start the call by having our CFO Bob Cantwell to discuss financial results for the quarter and then the amendment to our senior secured credit facility that we proposed to our lenders. After Bob’s remarks I’ll discuss the various factors that affected our quarterly results, selected business highlights, and our updated thoughts concerning the remainder of fiscal 2009.

Thank you David, net sales increased $3.7 million or 3.1% to $122.9 million for the second quarter of 2009, compared to $119.2 million for the second quarter of 2008. Excluding net sales of Maple Grove Farms pure maple syrup products, net sales for the second quarter increased $4.3 million or 4%. This $4.3 million increase was attributable to sales price increases of $8.5 million, partially offset by a decrease in unit volume of $4.2 million. Net sales of Maple Grove Farms pure maple syrup products decreased by $0.6 million consisting of a unit volume decline of $1.4 million partially offset by sales price increases of $0.8 million. Our 10-Q has additional disclosure on individual brand performance during the second quarter. Gross profit increased $3.3 million or 9.9% to $36.9 million for the second quarter from $33.6 million for the second quarter of 2008. Gross profit expressed as a percentage of net sales increased 1.8 percentage points to 30% in the second quarter from 28.2% in the second quarter of 2008. The increase in gross profit expressed as a percentage of net sales was primarily attributable to increased sales prices of $9.3 million partially offset by the increased costs for beans and packaging and an increased accrual for performance based compensation. Sales, marketing and distribution expenses decreased $0.6 million or 4.6% to $10.9 million for the second quarter compared to $11.5 million for the second quarter of 2008. This decrease was primarily due to a decrease in consumer marketing and trade spending of $1.2 million, and selling expense of $0.1 million offset by an increase in warehousing expense of $0.4 million and an increased accrual for performance based compensation of $0.4 million. Expressed as a percentage of net sales, sales, marketing and distribution expenses decreased to 8.9% in the second quarter…

Thank you Bob, as you can see from the financial results the second quarter of 2009 continued our trend of strong improvement over prior year. In general our results are following the track we laid out nine months ago and we currently see no reason that our expectations for the next six months will change. The year over year improvement in the quarter again represents improved pricing, and reduced trade promotion spending, higher net pricing if you will, that more than offset year over year costs. As Bob mentioned our net sales increase of $3.7 million came from a $9.3 million improvement in net pricing, with a mix of approximately 40% of that from lower trade spending and 60% from price increased put in place within the last 12 months. Price gains were consistent with those seen in the first quarter. We expect to continue to see gains at this rate until September when we will begin to lap prior year pricing. In general meanwhile we have not seen pressure to reduce prices in any categories. The improvement in trade spending continued to come from the elimination of unproductive promotional programs, usually associated with major holidays. In the case of the second quarter this coincided with the July 4th holiday. Eliminating these programs does not come without some pain. In the case of the second quarter we saw a decrease in sales volume to retailers of $6.7 million over a two week period near the end of the quarter. While its too soon to know the consumer impact this will have in the third quarter based on our experience from the fourth quarter of 2008 and first quarter of 2009 we anticipate that there will be little or no negative effect on consumer sales. In the second quarter we lowered…

(Operator Instructions) Your first question comes from the line of Reza Vahabzadeh – Barclays Capital Reza Vahabzadeh – Barclays Capital: Thanks for the wealth of information, disclosure is always helpful. Just starting on the inventory front, did you give a reason for the inventory rising here in the second quarter and then coming down, is it the maple syrup crop or something else.

Well we did talk about that, the majority of it’s the maple syrup and the fact that the crop was very strong so we bought a lot more this year then we did last year. That’s the majority of the increase. The rest of the increase is, we had a co-packer who was packing virtually all of the Las Palmas products and the pepper portion of the Ortega products. We were very afraid that co-packer was going to file bankruptcy as they eventually did, so we pulled inventory in very quickly so we would not get involved in that bankruptcy and protected our source of supply if you will. That was about 40% of the increase where the rest was the maple syrup. So the conditions, its disappointing that it went up as much as it did but we thought it was prudent given the conditions that we were faced with. Reza Vahabzadeh – Barclays Capital: So I guess your comment regarding inventory for the year is if you’re just going to be using it for the rest of the year.

Yes, we’ll work that down for the rest of the year. Reza Vahabzadeh – Barclays Capital: And so your cost expectations, cost inflation expectations for maple syrup on a 12 month go forward basis, is it I guess, is there a chance for some kind of deflation or lower inflation in that cost.

No it is what it is for the next nine months. We’ve bought as I said the great majority of our requirements and when we look forward to next year we have no idea what the costs will be because its totally dependent on the crop and exchange rates and I don’t have my crystal ball out for the exchange rates either. So every year is a unique event. Reza Vahabzadeh – Barclays Capital: Are there any product lines or brands that you were particularly pleased with or not thrilled with the performance or that aside from Joan of Arc that you’re at least alarmed or concerned as far as competition is concerned.

There’s no brand that we’re concerned about. Where we’ve seen soft if you will sales on several brands its related to this trade promotion pull back and not consumer trends. So we’re not from a consumer point of view, we’re very happy with where the business is going. We are taking some hits with sales to our trade customers as we pull back these promotions but they very quickly recover in the next period once we do that. So that says to me that the consumer pull is there. As we said in the script we’ve very, very happy with Ortega. Ortega continues to do double-digit growth and is just looks like its just totally in line with what consumers want to buy these days and how they’re eating these days. Reza Vahabzadeh – Barclays Capital: And then when you were talking about the trade spending, you said that was down 320 basis points.

Correct. Reza Vahabzadeh – Barclays Capital: Okay so the rest of the change in gross margin year over year was that just pricing and then how much were costs up.

Costs were up about 100 basis points, a little less then that. Cost of manufacturing, you had pricing offsetting that, you had lower distribution costs offsetting that.

Your next question comes from the line of Brian Hunt – Wells Fargo Brian Hunt – Wells Fargo : You all mentioned in the last conference call you were going to launch about 30 new products this year, could you talk about your relative successes so far on product launches and maybe what those 30 new products contributed to the top line in Q2.

The new products that we’re launching this year are still going out into distribution so the contribution to the top line really isn’t going to come until the fall and part of that is because a number of the products are related to hot cereal. We’re looking to get those products in distribution so that when September rolls around and the season starts on hot cereal they’ll be there. So we have two whole grain instant products there, we have the Sponge Bob product there. We have a good number of products that we’ve launched in the Ortega line with the, actually several whole grain tortillas, long shelf life tortillas, a whole grain taco shell, and a number of other products in Ortega. So we’re pushing forward there. In Polaner, the sugar free line we’ve added fiber to that line. That’s six products that we’ve put out as new products with fiber. Again as I’ve said in the script totally unique to the preserve category and fiber is like a magic word with trade and consumers in all the testing we’ve done. And we’re getting very good acceptance there but an awful lot of these products are rolling out into distribution and I would say the top line you’re probably only talking between $1 and $2 million contribution so far. Brian Hunt – Wells Fargo : I had better add fiber to my research, more people might read it.

Okay. Or eat it maybe. Brian Hunt – Wells Fargo : You were pushing Las Palmas from regional to national footprint earlier this year, could you talk about how many doors you’re in now and how you view that success.

Its not national per say, we are following pockets if you will so that Las Palmas now is in Chicago, its in Denver, actually its in some places, its expanded distribution in Wal-Mart. So it might, I would say your gain may be a tenth of the US supermarket distribution more than you had a couple of years ago. Brian Hunt – Wells Fargo : And did the bankruptcy of that co-packer kind of restrain your ability to grow that business and have you found another co-packer already.

We’ve actually moved one segment of the business in house, we’ll start manufacturing this fall. And the rest we’ve found several other sources, so no, there’s no constraints on that business. Brian Hunt – Wells Fargo : And it appears that in listening to several retailer calls that items that are on promotion, the velocity on those items is very good considering the direction you’re moving with promotion and what you’ve stated, is there, might you all reconsider promotional spending on some items as you move throughout the calendar or are you very happy with the performance of product velocity so far year to date.

We’re more than willing to spend promotional money when it has an effect on sales that’s positive and builds our business and builds the retailers’ business. What we’re pulling back is promotional monies that we have done studies on and said, you know this is not selling more product to consumers or the expense that we’re taking to sell product to consumers is very high for every incremental sale. When we find more efficient ways to promote through the retailers we’re more than happy to do that. And that’s going to vary tremendously by category. Some categories such as baked beans sell the majority of their sales on promotion. Other categories such as seasonings the promotions don’t do much to increase sales. People buy seasonings when they need the seasonings. Its not an impulse buy. Its not a fast turn product like a baked bean might be. So we’re just tuning up the promotions if you will to make them more efficient and where we see opportunities to promote and to promote effectively and economically, we’re more than happy to do that.

Your next question comes from the line of Andrew Lazar – Barclays Capital Andrew Lazar – Barclays Capital: A couple of things on sort of volume even excluding the maple syrup piece that you talked about, I guess last quarter you had thought that potentially the volume hit from some of the trade reduction efforts might ease going into the second quarter and it looks like sequentially those volume reductions got a little bit worse and I realize its largely basically from some of the retailer reductions, not necessary the consumer. So I’m trying to get a sense of what change that you didn’t necessarily envision last quarter as you went into the second quarter.

I think we just got more aggressive, when you look at on the trade promotions, when you look at the difference in the first quarter and second quarter and how much more promotional money we pulled back it was significantly more in the second quarter than it was in the first quarter. So for us to have a very, actually not that big pull back in the trade buy I think we would consider that a successful event. Its almost one for one in dollars. Every trade promotion dollar we pulled back we lost to retailer sale dollars. That’s an extremely inefficient promotion spend. And that’s what I would put it to, is where we, as I said, you’re down 320 basis points for the quarter, 210 for the year, that illustrates how much more we did in the second quarter then the first. Andrew Lazar – Barclays Capital: That’s a big number for sure, when you think I know you’re happy with sort of the consumer off take and more of this sort of at the retailer level, but with a lot of different companies getting some flexibility in the margin side from input costs that are sort of easing, you’re seeing some spend back, some additional monies on promotions to drive volume, even though you’re happy with your takeaway, are you seeing your market shares in your key categories hold up relative to where you’ve got a competitive side.

Yes we are because we’re not seeing in the categories we’re competing in, we’re not seeing people be super aggressive with promotions. We’re actually, there’s a number of categories where we’re lagging what our competitors are doing. They’re promoting at higher prices then we are and we’re trying to adjust to that higher level going forward. These programs are set up minimum of six months ahead of time so its very hard to predict exactly where the pricing is going to fall between us and competition and it’s a bit of a guessing game but we’re on the right side of it if you will in that its up to us to take our pricing up to where it is, not bring it down to where it is. Andrew Lazar – Barclays Capital: How good a visibility do you have into retailer inventories of a lot of your key items, in other words they’ve taken down their inventory levels in a couple of your more promotionally oriented items, are they at levels that are sort of below what you would deem where they need to be as an ongoing basis, or suggesting there’ll be kind of a snap back or do they just now operate from here at this lower level of inventory ongoing.

I think they’re at a normal turn level right now. I don’t think there’s going to be any, I think where you would have seen them buy in on promotions and then not buy for three weeks, they’re just buying turn business as we go forward on a regular basis. Andrew Lazar – Barclays Capital: So its now the absence of more retailer draw down, inventory draw down going forward hopefully.

Correct. Andrew Lazar – Barclays Capital: And the last thing would be if I think about the way your top line shapes up in the back half of the year in terms of year over year growth, I guess one impact, are we still likely to see from this more aggressive trade spending reduction or is a lot of that impact do you think given the retailer inventory reduction sort of passed you at this point and then you’ll still have net pricing through I think September before you start lapping things but then of course if you got some other things that I guess start working for you like the maple syrup piece turns to a positive. I’m trying to get a sense of what do you think, how do you things net out, do you see the top line actually accelerate in the back half of the year.

I think it will start going up some more. As you just went through there’s a lot of moving parts and one you didn’t mention was that we have a 14 week quarter in the fourth quarter this year, so that’s a detriment right there on the quarter. We don’t think that’s going to effect the EBITDA result but given where we are in terms of cost and all of that, but we are swimming upstream in the fourth quarter with one less week of sales. Third quarter we’re going to pull back some Labor Day September promotions and I think we’ll see an effect there but you have some positives you don’t have in the others like maple syrup and like new products starting to hit so yes, I think you’ll see a higher level of growth in the third quarter than we did in the second quarter. Fourth quarter we’re giving back one over 13 in terms of sales. Andrew Lazar – Barclays Capital: And I would think the third quarter may be a bit more balanced in terms of contribution from volume and pricing given some of these dynamics as well.

Yes.

Your next question comes from the line of Ed Aaron – RBC Capital Markets Ed Aaron – RBC Capital Markets: Couple of questions, I guess kind of dovetailing with the last question on the cadence of the quarters, it seems like the third quarter is going to be a pretty good quarter.

Well we hope so to match the numbers we did in the second quarter, it implies a lot more improvement because I think we were in the 20-something range in EBITDA last year so that’s a larger improvement if you will on a year over year basis. Ed Aaron – RBC Capital Markets: So is Q3 is that going to be the best quarter of the year for you then.

From an EBITA point of view, no.

But from a comparison to prior year, very possibly. Last year we had two major things that hit us, the high maple syrup costs which effected our, with a co-packer effected our profitability substantially and very high wheat costs. And we don’t have that going into the third quarter of this year. And last year was our worst quarter year over year back in 2007, we were over $24 million in EBITDA and we kind of did just a little over last year in the third quarter. So we expect this third quarter to be very positive. Ed Aaron – RBC Capital Markets: And when you look at kind of where you’re at with some of the grain commodities especially, how far out are you locked in or hedged on wheat into next year.

I believe we’re through the middle of next year on wheat. Ed Aaron – RBC Capital Markets: And what about some of the other kind of key commodities.

We’re half way through 2010 with a lot of our commodities. Ed Aaron – RBC Capital Markets: So do you expect then that sort of the, does that kind of extend the benefit that you get from lower commodities because I guess you’re locking in lower prices as we go along so do we end up with some benefit moving into next year on a lot of those commodities.

Yes very possibly, some of them are going to bleed down as we’ve been locking in, wheat has continued to bleed down so as the farther out we go the lower the price is to this point. And some of the others have done the same thing. We expect some of these more annual crops like beans to drop this next crop in the fall, all things being equal. In the case, we would see some additional reductions as we roll into 2010, yes. Ed Aaron – RBC Capital Markets: And you mentioned that Ortega was up, I think you said 3%, it sounds like the retail numbers are, I know the IRI data looks awesome, I guess when are we going to, what’s the disconnect there.

The disconnect between factory sales and IRI? Ed Aaron – RBC Capital Markets: Well I guess I’m just curious, it sounded like you said that, you said the factory sales were up 3% for Ortega—

No, factory sales were up 13% for— Ed Aaron – RBC Capital Markets: Sorry, okay, well that was my mistake.

Your next question comes from the line of Andrew Kleinberg – Glickenhaus Andrew Kleinberg – Glickenhaus: My question regards the credit agreement and I would just like some clarification, without an amendment would you be able to purchase the subordinated notes after October 30 and whether you can or you can’t if you do get the agreement would your lenders require you to make some kind of payment to do so.

Well the first answer is we will, unless we have an amendment we do not have the ability to purchase the 12% subordinated notes. We can always refinance them into another subordinated note but that’s all we’d be able to do. Andrew Kleinberg – Glickenhaus: And are you anticipating having to make a payment or will you just let your senior lenders see the light of the, of why it would be better to purchase the subordinated notes.

What we’re hoping is we look at kind of looking at our capital structure as if we have the ability to use some of our cash and/or equity issuances to take out some of the 12% notes, its credit enhancing and we’re hoping that the lenders all look at it the same way. And we’ll know where this amendment process is going in kind of the next week or so. Andrew Kleinberg – Glickenhaus: And I’m not a food analyst per say, but I’ve seen just various mentions, I know Proctor and Gamble I don’t know if its food products that they’re looking to divest but I have seen some mentions of companies looking to divest, what are you seeing right now in the M&A space.

We’re not seeing anything specific right now from any of the large companies. There are a couple of small properties out there that are of minimal interest to us but the large companies seem to be musing about things but they’re not doing anything definitive yet.

Your next question is a follow-up from the line of Reza Vahabzadeh – Barclays Capital Reza Vahabzadeh – Barclays Capital: Just to round out your comments on the cost side of equation, as far as the underlying cost inflation for the second half of 2009 is it fair to think that you’re facing moderating cost inflation versus first half of 2009 and certainly versus 2008.

Yes and I made the statement that some time in the second half we think it will go to a neutral position. But it has been moderating as the year goes on and it will continue to do so.

Your next question comes from the line of Nick Edney – Adar Investment Management Nick Edney – Adar Investment Management: My question is about the announcement on the potential changes in the capital structure, now in the past wasn’t there more of a restriction from the senior notes that would stop me buying back anything in the subordinated notes, that seems to maybe not be the case now, is that correct.

That is the case and that is really the amendment, the major piece of the amendment we’re looking to get is to allow us to either buy back some 12% notes, issue equity and/or refinancing some of those notes into a senior piece of paper. Nick Edney – Adar Investment Management: So I guess I misunderstood then, so these, the amendments that you’re trying to get are not only for the bank loans and the revolvers, but also for the senior notes as well.

I think it’s the bank we’re trying to amend, not the senior—

We’re trying to amend, I’m sorry, it’s the bank credit agreement we’re looking to amend. We have the ability in the senior indenture to do that. The bank credit agreement stops us and that’s what we’re trying to amend to allow us to deal with the 12%. Nick Edney – Adar Investment Management: Okay so basically the senior notes, that sort of amendment kicks you up to seeing the credit agreement and as long as the credit agreements allow you to buy back the subordinated notes and the senior notes are fine with that.

That’s correct, we have the ability based on certain baskets in the senior notes indentures to deal with buy backs. Nick Edney – Adar Investment Management: For some reason I just thought that that wasn’t possible before.

There are no additional questions at this time; I would like to turn it back over to management for any additional or closing comments.

Thank you everyone for joining us on the call. As I said early on we’re very pleased with the performance of the quarter. We expect to continue this track for the rest of the year and we’re very confident about our guidance of somewhere between $99 and $102 million for 2009 which obviously is a very nice improvement on 2008. So again thank you for listening in and we’ll be speaking with you in a few months.