Good afternoon ladies and gentlemen, thank you for standing by and welcome to the B&G Foods, Incorporated Fourth Quarter 2012 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 questions. I’d now like to turn the conference over to Mr. David Wenner, Chief Executive Officer of B&G Foods. Please go ahead, sir.

Thank you, operator. Good afternoon, everyone and welcome to the B&G Foods fourth quarter and full-year 2012 conference call. You can access detailed financial information on the quarter and the full-year in our earnings release issued today, which is available on our website at www.bgfoods.com. 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 most recent annual report on Form 10-K and subsequent SEC filings 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 statements whether as a result of new information, future events or otherwise. We also will be making reference on today’s call to the non-GAAP financial measures, adjusted EBITDA, adjusted net income and adjusted diluted earnings per share. Reconciliations of these measures to the most directly comparable GAAP financial measures are provided in today’s press release. We will start the call with our CFO Bob Cantwell discussing our financial results for the quarter and for the full-year. After Bob’s remarks, I’ll discuss the various factors that affected our results for the periods, selected business highlights and our thoughts concerning 2013. Bob? Robert C. Cantwell Thank you, Dave. First, I will review the full-year briefly, then talk about the fourth quarter. Net sales for 2012 increased $89.9 million or 16.5% to $633.8 million compared to $543.9 million for 2011. Net sales of the Culver Specialty Brands, which B&G Foods acquired at the end of November 2011, contributed $81 million and net sales of the New York Style and Old London brands,…

Thank you, Bob. Good afternoon again everyone. This was a quarter of significant accomplishment for our Company, but it was not without its challenges. The number Bob cited represents record net sales in the single month, December, in a single quarter with almost 16% increase we saw in the fourth quarter and on an annual basis with a 16.5% net sales increase in fiscal 2012. The 28.9% increase in adjusted EBITDA to a $169 million set a Company record as well, as did the almost 24% increase in adjusted diluted earnings per share. At a $169 million, adjusted EBITDA for the year came in at the middle of our projected range of $168 million to $170 million. The improvement in performance for the year reflected the continued success of the Culver Brands acquisition from November 2011, continued price increases into the fourth quarter and benefits from our cost reduction efforts. In addition to all of this we completed another acquisition, this time in snacks at the end of October that we expect will contribute to further gains in our business in 2013. We also completed a stock offering that reduced our leverage in the business to a pro forma number right around 3.6 times adjusted EBITDA at year-end. This of course positions our Company to execute any perspective acquisition that may arise in 2013 with speed and surety. All in all, it was an eventful and productive quarter. The challenges I alluded to, revolve around volumes in our base business. Net sales in the quarter were down 30 basis points overall for the volume – the decline in volume of just over 2%, offset for the most part by net price increases. I characterize the increases in that way because the smaller share of the increases came from changes in…

Thank you, sir. (Operator Instructions) And we’ll take our first question from Bryan Hunt with Wells Fargo Securities.

Good afternoon.

Hello, Bryan.

It doesn’t sound like you quite got over that cold yet there.

I have not.

I was wondering if you could take about what percent of your sales in 2012 came from new products, and how do you expect that to change in 2013?

Well it's probably a couple of percent. Hopefully it will go up. We have, as I said some exciting things. The Crock-Pot license is a very exciting proposition, the business that we got out there now is tracking to do about 1% of the total sales and we’re adding more SKUs as we speak, expand the line and hopefully seize that opportunity, so we’ll see. But we have a sizable offering of new products across a whole lot of brands. So, we’re looking for it to contribute more in 2013.

Do you have any loading on those new product introductions, are most of those first half or the first quarter?

Well, normally I would say it's loaded towards the first half, but now with category reviews it's much more spread out than it was. We used to have a rule of thumb that after September 1st we really weren’t going to take new distribution and spend slotting dollars, because you didn’t get a return on your investment for that year. But now you have to deal with whatever the category review schedule dictates and, so it tends to be more spread out.

Okay. And then, one of the opportunities was to -- you would have a sound sales force in Canada and expected to see some substantial distribution gains from that. Can you talk about where you stand from that opportunity?

We’re launching some products into Canada now. We’re out there offering the products, so we’ll see what happens here as the quarter goes on, probably most of the effect. You won't see a meaningful effect until second quarter, but we’re definitely out there pushing that. We did see a gain last year just because as I spoke on previous calls we took a distributor margin out and basically put it into our pockets, so we saw a sales gain from that, but we’re looking for much more meaningful gains by expanding the distribution.

And you keep saying that, it's no better time than the present to sell a business. Are you seeing more opportunities today and you said competitive multiple you can make a $50 million acquisition. What do you think a competitive multiple is?

Well for a smaller brand I think it's below double-digits. The bigger brands seem to be going for 12 times plus certainly depending on what number you want to attribute to Heinz that multiple is there. And it really follows the rule of thumb, that the bigger it is the higher the multiple tends to go and the more aggressive the buyers tend to be and that’s something we believe for many years the range of multiples has moved around depending on what financing costs are, but -- so the brands that we’re buying not double-digits, but I mean, we bought Culver for about nine times and that’s a competitive multiple I would say.

Okay. Well, Dave and Bob, thank you. I’ll get back in the queue.

And we’ll take our next question from Robert Moscow with Credit Suisse.

Hi, thank you. I wanted to know and maybe you gave a number on the call, but quantifying the profit impact of Hurricane Sandy in the quarter, is it about $1 million short, $2 million short? And in your guidance for fiscal ’13 have you accounted for that and do you think that, has that lowered your base or you’re taking that out of your base when you think about what ’13 would be?

Well it's not in the millions of dollars. Whatever sales we lost due to Sandy would carry the typical EBITDA margin at best on the business. So, if you say half the sales loss this quarter was Sandy you’re still only -- you’re talking less than a half a million dollar of profit hit.

Okay. So there was no like incremental cost that you took on in the quarter like hiring temps or anything like that?

No.

Okay.

No, not at all. No, we saved on utilities (indiscernible).

Okay. Well in that case like it was, I think the street was expecting something higher in the fourth quarter and for the next year. Did you look at those assumptions and did you have different assumptions internally? I guess, as I look at how the quarter came in, I think you came in at the low-end of your EBITDA guidance for the year, like a $168 million?

That is the middle actually. It came in at $169 million which was right in the middle of our guidance.

Okay. So, maybe the street.

People took me at what I said in the last call which was we hope volumes would come to flat.

Right.

But even if volumes came to flat you’re not talking a significant EBITDA number, because you’re talking a few million dollars in sales, and again the margin on those few million dollars in sales is not a million dollars in EBITDA. So, I’m not sure where people were getting very aggressive in terms of what that number was going to be, because we are in our best hopes our volume was going to get to flat. It did not quite get there, but I mean – I would argue that it improved because if you say half of the volume drop was Sandy. First quarter we say volume go down 1.7%, second 3.6%, third quarter was down 1.9% improving, and if I discount Sandy it could that volume was down 1% in the fourth quarter. So, there’s an improving trend here. We just didn’t quite get there and when you look at Nielsen, you can see that things are crawling back to flat in all of the categories, but they’re not there yet.

Got it. Okay, it makes sense. I’ll get back in the queue. Thank you.

Thank you.

(Operator Instructions) And we’ll go next to Sean Naughton with Piper Jaffray.

Hi, thanks for taking the question. You guys talked about the volume trends being a little bit challenging obviously in the fourth quarter. Can you maybe update us on how things are kind of trending here as we start the first quarter and head into 2013?

Well again syndicated data in the categories that we compete in, and these aren’t our numbers, they are just the general industry numbers are slowly recovering to a flat, but they’re not there yet in the latest things that I have seen. So, it's still industry wide and I of course I’m watching as other food companies file and by in large I’m seeing people still talk about volume losses in their North American food business. So, I don’t think anybody has seen the light at the end of the tunnel yet, but I think we’re starting to see a little glimmer. But, again as I said in the script, the wildcard now is, what's going to be the reaction to the payroll tax increase, and what's that 50% of the population if you want to speculate that, that’s a very meaningful hit. What is their reaction going to be? I have seen articles that say well people aren’t going to eat out as much, they’re going to cook at home more, well that’s good for B&G Foods. But in 2012 there was a general pullback which wasn’t good for anybody. I don’t know where that stands, so it's not a certain thing like it might have been without that.

Got it. And then you talked a couple of times about the, some of the new innovation and packaging that you’re doing with Mrs. Dash and some of the different SKUs that you had out there. If these are accepted by the retailers; when do you think we could start to see some of those on the shelves out there?

Well, hopefully by the end of the quarter you’ll see some of them on the shelves depending on what retailers take them, but yeah -- we’re really taking Mrs. Dash into other seasoning type things besides the jar that it's in now and trying to do in packets and seasoning mixes and variants on the Crock-Pot slow cooker mixes that we have out there that is a salt-free variant of that, and trying to take that salt-free proposition further than it has been taken before in the seasoning category. So we’ll see -- we’re getting good responses from retailers. We’ve worked hard to make sure that the flavors are good, because the last thing you need to do is sell something that doesn’t taste good; and then we’ll see what the consumer response is.

Okay. And then just lastly on the, kind of on the slow cooker spices that you have out there; is there any incremental distribution opportunity there with those, I know you’re going to be starting to anniversary that one at the middle of year, but is there -- are there new places where those products can be sold?

Absolutely. We’ve scratched the surface and mostly we’ve scratched the surface in the people like mass merchants that take these things on quickly. We’re doing a slow build in terms of supermarket distribution; but yeah, this things is going to continue to build through the year and anniversarying what we’ve done in the middle of the year is not a -- is really not material. I don’t think. If the reaction continues to be what it is, we will see a nice build through the whole year.

Okay, great. Thank you.

(Operator Instructions) We’ll go next to Andrew Lazar with Barclays.

Hi, Bob and Dave.

Good afternoon.

Good afternoon.

Two, I guess, a question on both volume and pricing as we think about 2013. On the volume side, I realize that there’s been a number of quarters now we could have some different issues, some -- one quarter it was some seasonality, one obviously was Sandy and such, but I guess, volume has been down year-over-year in I guess, five straight quarters and part of that obviously is the overall industry backdrop you talked about. But, you’ve taken and needed to take a lot less pricing than a lot of those food companies that have had steeper volume declines. So, I’m just trying to get a sense maybe why that is in terms of the volumes declines you had and my sense is we should be thinking still a pretty modest, very low single-digit kind of full-year volume increase in ’13.

Yeah. I would agree with the modest volume increase in 2013. We’ve attributed the fact that we did take lower price increases in general to the fact that we didn’t see the volume declines other people saw, and it varies by category of course where we took larger price increases in things like preserves as did our friends at Smucker. The category and we suffered as a result more than we suffered in other pieces of the business; so that’s to be expected. The consumer already respond more dramatically to higher price increases, but cost in that category skyrocketed last year was sweeteners and fruits. And I think if you dissected it, the people who had large volume declines should see the exact same things. People with flour cost skyrocketing and things like that. What does that mean? And we’ve had different reasons for the overall decline as quarters went by, but I think the underlying theme is that, in the past we’ve always had these issues if you will within a brand or a specific event with a customer or something like that, but the momentum has been positive in the rest of the business and so it doesn’t even show up. In this case for 2012 the softness is everywhere to the extent that it doesn’t cover up those little warts that show up every now and then. So, a negative sticks out because there aren’t a lot of positives to offset it if you will as there’s a general malaise in the industry.

Got it. Thanks for that and then on pricing, you mentioned that most of the pricing improvement you got in the quarter was really more the, more effective sort of trade spending work and discipline that you’ve been doing. So, as we think about pricing as we go through ’13, have you pretty much lapped all of the sort of rate or like-for-like pricing at this point, such that any improvement in pricing is more of this sort of effective trade spend, and if it is; how much of that is really let to go in terms of the improvement we could see in ’13?

Well that’s – yes, we have lapped pretty much all of the announced price increases. There is tuning of prices here and there, mostly in food service and some of the very limited co-pack business we do where we expect a certain level of profitability, and if we can’t get it we start questioning why we’re doing the business, so we might raise the price in something like that. But other than that it will be trade spending. We don’t see the dramatic gains in trade spending that we’ve seen in the past, I mean, there were years a few years ago where we improved margins a 100 basis points or more by reducing trade spending. It's more in the low single-digits or double-digits I should say, excuse me; that you would tune up your margins by continuing to do this. But if it's a discipline that we challenge every event we do, and as I say -- we’ll not even be grudging the spending, we’ll be grudging poor performance on the spending and if we find a better way to spend it, we will spend the money, if we can’t find a better way to spend it then we won't spend the money.

Got it. The last thing would be; just out of curiosity today’s announcement obviously on the Heinz acquisition. I’m just curious of your thoughts around potential for something like that to spur maybe more non-core brand divestitures of some larger companies maybe even Heinz asset swapping, if you will. I’m trying to get a sense of how you think that may well or could change the landscape in terms of availability of assets for companies of your size?

I don’t think it will reduce the availability. I think there is the prospect that Heinz especially if these people go in there and do what their reputation precedes them in terms of cutting costs and if they can see that …

They’re fairly affective at that.

Yes, exactly. And if they can see that, owning these small brands is requiring us to carry this overhead that we really need to question why, what's the solution here in terms of reducing this overhead because we don’t have to manage these small brands. It could very well make them decide to divest some things and I -- we certainly have the laundry list of brands that Heinz owns that we would be very interested and they own a number of small sauce businesses, things like Wyler’s, Mrs. Grass and things like that, that really just can’t be meaningful in the context of Heinz that we would be very interested in.

Okay. I appreciate your thoughts. Thanks.

Yeah. Thank you.

And that will conclude our question-and-answer session. At this time I would like to turn the call back over to management for any additional or closing remarks.

All right. Thank you, operator and thank you all for your interest. We believe that this was a great year for the Company, very strong gains in the top line and the bottom line. And ending the year, even though we did an acquisition towards the end of the year, ending the year with very, very good leverage level that does allow us to sit here and say that we’re ready enabled to do that next acquisition should the right acquisition come along. But meanwhile, we will manage the business to our best abilities and hopefully take advantage of the growth prospects we see in the snack acquisition we just did. Thank you.

Again that does conclude today’s conference. We do thank you for your participation.