Good afternoon ladies and gentlemen. Thank you for standing by and welcome to the B&G Foods Incorporated Second Quarter 2014 Financial Results 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 would now like to turn the conference over to Mr. Dave Wenner, Chief Executive Officer of B&G Foods. Please go ahead sir.

Thank you. Good afternoon everyone and welcome to the B&G Foods' second quarter 2014 conference call. You can access detailed financial information on the quarter in our earnings release issued today, which is available on our website at 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 conditions. 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 to the non-GAAP financial measures, adjusted EBITDA, adjusted net income and adjusted diluted earnings per share. Reconciliations of these financial 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. After Bob's remarks, I'll discuss the various factors that affected our results, selected business highlights and our thoughts concerning the remainder of 2014. Bob?

Thank you, Dave. Net sales for the second quarter of 2014 increased $42 million or 26.1% to $202.9 million compared to $160.9 million for the second quarter of 2013. Net sales of Pirate's brands which we acquired in July of 2013 contributed $20.3 million to the overall increase. Net sales of Specialty Brands acquired in April 2014 contributed $11.5 million to the increase. Net sales of Rickland Orchards acquired in October 2013 contributed $7.1 million to the increase, and an additional month of net sales of TrueNorth acquired in May of 2013 contributed $1.4 million to the overall increase. Net sales for our base business increased $1.7 million or 1.1%, attributable to a unit volume increase of $4.4 million or 2.8%, partially offset by a net price decrease of $2.7 million, or 1.7%. Net sales increased by $2.9 million or 9.1% for Ortega, and $1 million or 5.3% Maple Grove Farms of Vermont and $0.8 million or 27.1% during the two months comparable period for TrueNorth, offset by a net sales decrease of $2.6 million or 20.9% for Cream of Wheat and $0.5 million or 5.3% for Polaner. All other brands increased $0.1 million in the aggregate. Gross profit increased $7.3 million or 13.2%, to $63 million for the second quarter of 2014 compared to $55.7 million for the second quarter of 2013. Gross profit expressed as a percentage of net sales decreased 350 basis points to 31.1% for the second quarter of 2014 from 34.6% for the second quarter of 2013, primarily attributable to an increase in distribution costs accounting for 110 basis points of the decrease, the base business net price decrease previously described accounted for 90 basis points of the decrease and a sales mix shift to lower margin products, accounted for the remaining 150 basis point…

Thanks Bob. Good afternoon again everyone. As you can see from our net sales increase of over 26%, B&G Foods is currently going through a period of rapid expansion. The result of four acquisitions in a 12 month period starting in May of 2013. Very frankly, we have stressed our systems in a variety of ways, the impact of which we underestimated when we did those acquisitions. Having said that, we also recognize that M&A is a lumpy process. The right opportunities present themselves unpredictably, and you must decide whether or not to take advantage of those opportunities as they happen. We believe and still believe that we are right in doing just that, even though the stress of doing so and the resulting impact on short term costs and efficiencies is apparent in our second quarter results. In absolute numbers, our results for the second quarter were impressive. Net sales growth of 26.1% and adjusted EBITDA growth of 8.8%. Cash flow remains strong in the business as well, but the issue of course is -- we are not performing to our own expectations for a number of reasons. The first of these reasons has nothing to do with acquisitions, but rather with the state of the shelf-stable food business in the United States. Our base business is very much a center of the store, shelf stable business. As most of you know, this has been a challenging segment for the food industry for the past several years, and has become commonplace for publicly traded food companies to report declining sales in this segment of the results. In that context, our base business volume growth of 2.8% was encouraging. As referenced in last quarter's call, we did see benefit from volume moving out of Q1 into second quarter, due to…

(Operator Instructions). And our first question comes from Farha Aslam with Stephens.

Hi. Good afternoon.

Good afternoon.

A question about your plans to pull back promotional activity. I mean, you did have positive volume growth in the quarter and do you think that was a result as the promotional activity would end? So how confident are you of the volume, once you pull back on the price promotion?

Well, we are certainly going to pull back price promotions in the brands where we did not see a response. The sales decrease that we mentioned on the Polaner brand for instance, was low priced. Volume was flat, even though we promoted the brand heavily versus the normal promotions we would do; and we are really talking, in a case like that, pulling back the enhancements on promotions that already exist, not stopping promotions altogether. So it's really a mixed bag, we had good results on some pieces of Ortega business for instance, by doing these heavier promotions. Arguably, paying for themselves, and we would examine whether we would continue those specific promotions or not; but in the large majority of cases, the enhanced promotional activity was not a good economical decision. So we are going to stop doing those.

So essentially, you're just going to become more efficient with your promotional activity?

We are always challenging ourselves in terms of efficiency, but we tried to be aggressive in some categories where we saw that -- we perceived the need to be more aggressive, and it didn't work, so we are undoing any plans to continue that in the second half.

Sure. And two quick follow-up questions, the first one is around your warehousing and distribution. This is the second quarter we heard that. If you have to kind of put a benchmark of when you think it will be complete kind of what percentage of the way is the business fixed -- implemented, in your mind?

It’s the second quarter you've heard that, because it has been an ongoing issue since we did the flurry of the snack acquisitions in 2013. So it certainly had an impact in the first quarter and the second quarter. Part of the solution on the warehousing side is to get to larger facilities that can accommodate the added volume. We have already accomplished that with our Houston warehouse and we are sorting through the last of that move, and Tennessee will happen this fall and we will have done the two warehouses that really need that extra space. So I expect to start seeing cost improvement in Houston very shortly as they settle down, and then Tennessee will come towards the end of the year. On the distribution side, it's an ongoing process. As I said, we are really trying to move a decent amount of the snack volume to direct shipments out of co-packers, that will help us tremendously in distribution and warehousing and we needed to just get more efficient in terms of negotiating with our carriers as well. I mean, part of our added costs is inescapable and that its rate increases the carriers have put in place. As little we can do about that in a lot of cases. But there is probably 60% to 75% of the increases we are seeing that we can manage down and are doing that now. I think you will see gradual improvement as the rest of the year goes on.

All right. That's helpful. And my final question is around M&A. You highlighted that you don't have any deals -- that M&A is right now quiet in terms of the environment? And then the second thing is that, you highlighted that -- if you go into a deal by the end of the year? So kind of -- B&G's appetite to do a transaction right now, given the potential management changes with your retirement and where your organization is right now, if you could just share that, that would be helpful?

Well if the right deal comes along, we are going to be very interested in doing it. Having said that, we would be very selective. We try and be very selective all the time, but given our present circumstances, that has nothing to do with my retirement. We would be very selective. I mean, we -- you could argue that are not in very different circumstances than we were in when we did the Specialty Brands acquisition. We were eager to do that acquisition, because it was a very-very good fit with our existing business and something that we saw, not only immediately accretive aspects to it, but also good potential down the road. Another acquisition like that comes along, and I think we are going to have appetite to look at that hard, and trust me, I am not the critical factor in executing those acquisitions.

Great. Thank you for the added color. Appreciate it.

Our next question comes from Karru Martinson with Deutsche Bank.

Good afternoon. To take this kind of a step back (31:49) you spent on promotions, you didn't get quite the results across the brands that you thought, and we certainly have heard from others about the center of the store, shelf-stable products being difficult. How do you change that consumer mindset, how do you get people back into those shelf-stable products?

You could make a lot of money having an answer to that question. It's an unanswered question, and we have said in the past that part of it I think is, there is an ongoing shift in eating habits and where people buy food and the kind of food they buy. And its not a tidal wave, it’s a steady creep as we change generations and people's habits change in terms of what they eat and how much food they cook at home and all of those types of factors. I think you have to come up with concepts that make people want to use those kind of products, and that's why we like our Fiesta Flats for instance. It’s a great convenient way to make tacos, and I would argue, teenager friendly, and that you can put heck of a lot more food on that flat than you can in a regular taco shell. The Taco Kits for Two is designed to address a smaller taco meal for just a few people, rather than the family size. There is nothing like that out there, and one of the things we hear from consumers is, its great -- your taco products are great and everything, but we always have leftover, and now I got to package them somehow and all of that. That particular kit is aimed at that express consumer need. So I think you have to try hard to understand what consumers are trying to do with their lives and their eating habits and the amount of time they have and all those factors like that and design products to address those issues for them.

I think that's certainly [ph] broadened out into snacks with your acquisition. But when you look at the M&A environment going forward, are there plans or thoughts here of chasing those eating habits of moving outside of the center of the store?

Well snacks has certainly taken us outside the center of the store to some degree, and frankly snacks was designed to help follow consumers in terms of everything you read that says people are eating more by snacking than they are by sitting down to a full meal, and people are buying food in other outlets besides supermarkets and particularly places like warehouse, clubs, which are very much about selling snack products. So our snack acquisitions were intended to help us follow trends in -- with consumers, and certainly hopefully we can accomplish that.

Okay. And I am sorry if you've said this and I missed it, but in terms of the total CapEx outlook for 2014, in terms of the dollars and then kind of will there be additional kind of catch-up investment needed in 2015 to kind of address the problems that you have in terms of M&A -- integrating the M&A acquisition there?

The capital we are spending is less about integrating the M&A. We are going to spend about $20 million in 2014. The majority of that is being spent in one facility, to increase capacity, reduce costs and that's going to be very helpful. Going forward as we look out to 2015 and thereafter, our CapEx would probably come down a couple of million dollars to $17 million to $18 million a year. So we don't need to expand the capital spending, we will actually reduce it going forward.

I would just add to Bob's comment that, our mindset is somewhat different and that we certainly are a bigger -- and more business with more resources, and to that extent, we are looking at capital projects that gives us very good cost savings, harder and more aggressively than we have in the past. So to the extent we can identify those kind of things, we certainly will. The latest addition to this year's CapEx was part of -- as a result of the acquisition of Specialty Brands for instance, and gives us some opportunity to bring product in house and save a considerable amount of money. So we are open minded about it and we are challenging ourselves to justify with very quick payback, additional capital projects.

Thank you very much guys. Appreciate it.

We will go next to David Palmer with RBC Capital Markets.

Good afternoon guys. A few questions, and I will just round them off. The first one is, you're not the first -- there has been a few lately that have been talking about the surprising lack of promotion response, and I know you ruled out Ortega and perhaps set that aside; but concerning with the threat that connects that lack of responses or some types of promotions I am assuming not working, its how you determine to [indiscernible] for that, it’s a relatively new phenomena, any sort of color around that would be helpful, because it seems to be something that's not just B&G related? And then secondly, any numbers you could put to your inefficiencies that you've had related to your rapid growth in acquisitions lately, such that we could think about, how much of this year's pain might be reversed in next year? Thank you.

Well as far as the first question goes, we are trying to figure out -- I think an awful lot of it, as far as promotional efficiency goes, it really is performance at the retailer level in terms of getting those displays -- additional price promotion in and of itself is not as powerful as the price promotion with display activity, and to the extent we don't succeed in doing that at retail, I think you're just not going to get the performance and the multiplier effect out of the promotional money that you want. So as everybody is trying to promote, it gets harder and harder to win those displays, because there is only a finite amount of room for that display activity. That's something I am always looking for, when we do promotions is can we get a display, and if we can't get a display and its just a promotion off of the shelf price, if its successful, all you're going to have is an empty shelf. You won't have enough product to support the promotion. So it’s a self-limiting thing in that sense. So I think that's a factor, and I think there is a great deal of competition for that display activity as people try and promote their way to higher volume. Bob, you want to speak to the second half?

Sure. We look at our inefficiencies on these acquisitions. I mean, we are really talking about distribution, and distribution means both delivery and warehousing, and we are seeing most of that inefficiency here in the first half. We are going to see some of it in the second half, but not to the level we saw in the first half. So as we look at that number that we are going against and trying to reduce going forward, it has probably incrementally cost us a little over $1 million in our warehousing, and about $2 million in our delivery costs. That's what we are trying -- I think we believe the move to warehousing will get most of that back in 2015. The distribution side is a little more challenging, because we are going up against carriers, who are pushing us harder and harder to increase rates. So that's -- one of the piece that could offset that, as we get more efficient and eat into that $2 million of over spending that we will do on an annual basis this year, we got to fight back on the rates that will eat away some of those savings we will see next year. But the warehousing should all happen. We should start really seeing the results in Houston here in the third quarter, and then in the fourth quarter, [indiscernible] much of those results, because that move will happen in the fourth quarter, but that should all be set for our Tennessee warehouse to be ready to go late fourth quarter, plus we will see those results as we head into the new 2015.

Great. Thank you very much.

We will go next to Bryan Hunt with Wells Fargo Securities.

Good afternoon. This is Kevin McClure standing in for Brian. Thanks for taking our questions. Two quick ones; one just drilling down on the guidance reduction for the remainder of the year, thanks for all the color around the distribution challenges. I am just hoping you can maybe buck it for us, what percentage of that reduction, about $5 million reduction in second half guidance would you say is distribution related versus some of the other factors you called out? Thanks.

Well I think as we look at where our guidance was and what I just said before is, distribution related, which is warehouse and delivery is about $3 million of that $5 million change. And as we looked at reducing guidance, we really just looked at our shortfall here in the first half of the year, especially the second quarter, and just so, we couldn't make that up in the second half of the year. Yeah, we will be very close to the numbers that were out there in the second half, it's just that we are not going to make up the shortfall we have seen through the first half of the year. The majority of this shortfall is our distribution and the other piece of the shortfall is our shortfall on sales of the Rickland Orchards brand. We did a little over $15 million on that brand in the first half of the year. We expected that to be substantially higher than that, and that has affected our EBITDA. Those are the two biggest pieces of our shortfall on an annual basis.

Got it. Thanks. And maybe can you just provide some qualitative color on the battle for shelf space in the base business? I know you provided some in your text, but are these the small format stores kind of grow and gain market share, as they exist in retailers, reallocate square footage away from the center of the store, the competition for that shelf space should just continue to increase, and so are you seeing it becoming more expensive to gain distribution for your new products, and alternatively, has it become more difficult to maintain distribution for existing products that just may not be achieving the same sales velocities? Thanks.

I wouldn't say it's more expensive, I would say it varies tremendously by category in terms of what's going on in the battle for shelf space. I think as I referenced entering the Mac n Cheese category is ambitious right now, because it seems as if everybody who is selling packaged grocery products is launching a Mac n Cheese. So that's an area where you're fighting for introductory space, and I am sure if you're there already, you're fighting very hard to keep the space you have, given all the money and effort that's going against that, that particular section. Hot cereal is another section that's very-very tough in terms of products coming into the section, both new hot cereal products in some cases, but products that really have nothing to do with hot cereal being put in that section. Some of these protein drinks and things like that for some reason are coming into the hot cereal sections. So it's challenging for us and we are -- but we are doing a decent job of it, but its challenging for us to maintain the space we have. In some cases, we are not losing distribution, but we are losing a facing, as retailers are eager to put these new products in and take the money that's associated with them, whether they succeed or not remains to be seen. But then there were other categories where there is really not a lot of activity going on and it's relatively calm and there is -- our distribution is not pressured. And there are categories where -- such as seasonings, where we are actually making very nice progress by introducing new Mrs. Dash seasoning packets, dips and cooking seasonings, and the Crock-Pot line as well. So there is no simple answer. We are in a lot of different categories and every category has its own dynamic. Some are highly competitive with a lot of new products coming in and some are fairly calm.

Got it. Thanks. And one final question for us, we talk a lot about acquisitions, you guys have been very acquisitive of late. But I am curious, would you ever envision yourself as a seller of a brand, maybe some that generates solid cash flow which may not fit as well as it did several years ago, where you want to take the company. Would this be a good time to probably see what kind of valuations you could receive for those assets? Thank you.

The problem as we have discussed in prior calls, the problem with shelling a brand for us is, you would want to sell -- the brands you would sell, like well, this isn't performing up to the standards of all the other brands, you're not going to get a high multiple for those brands. But even a very good brand, we would have to get an extremely high multiple for a not-to-be a dilutive event for our company. I mean, we are valued at north of 12 times EBITDA, and assuming we depreciated the tax basis in a brand a decent amount, and we are going to have to sell a brand for the upper teens multiple in EBITDA to breakeven. So it's very hard for us to look at selling a brand and saying this is a good idea and not dilutive to our shareholders.

Great. Thank you for your time.

Thank you.

We will go next to Andrew Lazar with Barclays.

Hi Dave and Bob.

Hi.

Afternoon Andrew.

So Dave, just back to the industry question for a minute on the promotional effectiveness, have you seen, I guess in your experience, an environment around promotional effectiveness like this before? And if so, was it transitory and what kind of got it moving in the right direction?

Andrew, there is a lot of unique circumstances going on here right now. I think it's unusual, it's unusual, and I think the promotional phenomenon if you will, I think is partly because, you already promote the brands that are sensitive to promotion. So the question, well how much additional promotion are you going to move the needle -- how much you're going to move the needle by doing the additional promotion on a brand, that you already are putting a decent amount of money against. P&M for instance, is a highly promotional category, I think upwards of 80% of the volume at certain times of the year sells on promotion. How much are you going to move the needle by doing even more promotion? So I think there is that factor, and then putting promotional money against brands that aren't promotionally sensitive, you're obviously going to be very challenged to suddenly get a consumer response when you do the promotion. So I don't know that it’s a really good weapon in a lot of cases.

Okay. Diminishing returns on a lot of those [indiscernible]?

Yeah exactly.

Okay. If we take -- we think about the second half and your discussion around more judicial use of promotions. You also start to lap when pricing went negative in the year ago period. Would you expect a change in pricing in the back half to be roughly stable, instead of kind of down as it has been in the last couple of quarters?

That would be a great outcome. I think that we should -- we hope to get there very quickly. The only caveat being the mix of customers changing and -- but that's a fairly gradual change, so I wouldn't say that that's a big factor.

Got it. How about on the volume side, volume improved this quarter obviously as you had hoped it would, with pricing being and promotions being a little more judicious, I mean, is a good outcome for the back half to have volume that's also sort of flattish to up a little bit, is that what you're looking for, is that more hope than reality, or is that something that's achievable?

I know you like catchphrases for your write-ups. My catchphrase on this one is flat is the new up. Flat to slightly up with neutral pricing would be a very good outcome I think.

Thanks, and then if we think about the M&A strategy, you talked about the specialty acquisition. It sort of feels like it was coming home, so I am just -- sort of speak in terms of a lot of deals that you did prior to the snack deals. Should we read that as that's more your comfort zone, and therefore will be so going forward. The snack deals you've done, you've done, it gave you a core there. You've got to get better and more efficient with them. But generally, they're going to be looking more towards your center store going forward, or is that -- would that be not the way to read it?

I think if we have perceived it's the right acquisition in either space we would do the acquisition. Certainly, we are more comfortable, in terms of understanding exactly what we have to do and what the effect will be, doing a dry grocery acquisition; and this -- if we ever doubted that, we certainly got a little bit frustrated [ph] too by the Specialty Brands acquisition. But you know, you do an acquisition because you perceive it as the right acquisition, so I think we would do it in either space, if we perceived that it was the right acquisition.

Got it. Two more quick things; one, you made mention of zero base budgeting, and is that something that you have done before or is that a -- obviously a change in strategy, because that's a pretty -- can be a pretty serious shift, in the way a company thinks about its cost structure. Typically really good systems also have been, historically in my experience, required to be able to do ZBB in a way where it can be successful. So I am trying to get a sense there of how big a shift that is for you?

We have done it in the past occasionally, when we ran into difficulties. The decision to do with this -- at this point in time, probably reflects the fact that, we had a very good run for a good number of years and had some very excellent results and perhaps haven't challenged ourselves on the cost side as hard as we should have, and its time to put ourselves up against the wall and ask some hard questions again.

Okay. Lastly will just be, as you talk preliminarily about 2015 around inflation and pricing, is there a way to sort to start to help quantify a little bit, even though we know its preliminary, in terms of what type of overall sort of cost in goods increase you might have, and therefore with the type of pricing we are talking about, to try and hold your margins steady?

It's not at 1% of sales yet. Of course, that's developing thing. We are at mid-year 2014, so it's hard to project the full year 2015. Right now, we are looking at an increase that's below 1% of sales. What justifies taking price increases in that context, is it falls hard in certain product lines and not so much to the other product lines. So to the extent that fruit prices are a driver of this, and fruit is a very important part of the Polaner line for instance, you have to look hard at what kind of pricing you're going to do in that particular category.

Got it. Great. Thanks very much.

You're welcome.

And we will go next to Sean Naughton with Piper Jaffray.

Good afternoon.

Afternoon.

On Rickland, it seems like that was a brand that was a little bit more challenging in terms of the distribution [indiscernible] quarter and for the rest of the year. What specifically is happening there with that particular brand, has it lost any shelf space, or is it really more about losing out this volume to some other product channels?

Well it wasn't a significant retail brand, if you will, with a significant shelf space in grocery stores or in mass merchants. But having said that, the shelf spaces had -- is being challenged hard and -- wherein some competitive categories like the bars, we are having to work hard to maintain our presence in supermarkets and places like that. The brand was by and large a warehouse club brand and still is, but its core product line, the yoghurt bars have been copied and underpriced significantly by others in the clubs, and that's put a dent in that business. Now, we have been innovating and going beyond those bars, with things like trail mixes, and we believe that we can still do a good job with that brand and if you will, create a posture around the brand, that this is all about innovative snacking, on trend snacking with consumers, and especially quick to market and responsive to what warehouse club consumers want to see in terms of snacking. That's the role we see for the brand going forward right now, and to the extent we can build up the brand and get consumers used to the Rickland Orchards name, then you can successfully build the retail business as well.

Okay. And then, just a quick question on the cash obligations for the year. Any changes on the interest expense or taxes that you kind of outlined in the last call?

Tax rate -- you see our effective tax rate for the first half of the year is 35.6, that's what we are looking at for the full year. I mean, interest will be down a little bit, trending down just strictly [ph], because we reduced our senior secured facility down one percentage point. But we got a little less than $350 million at a one percentage point decrease in interest rate. We are reaping those benefits, as we speak.

Okay. And then on some of the stuff you talked you talked about Dave, I think we have done some stuff on the non-GMO side, just within Pirate's and then I also think Polaner brand. Can you talk about how these initiatives were received by the consumer and any impact on costs on those initiatives as well?

Well the first audience we are doing this for is, isn't necessarily the consumers, the retailer. With the Polaner brand and with the snacks, we are trying to establish a point of difference with the Polaner brand to Smucker's preserved business. We actually tried to do this 10 years ago with the Polaner raw fruit line and say it was a non-GMO line and got called up by the FDA and got a nasty letter telling us stop doing that. World has changed, so now we are able to do it again. Too early to tell what the consumer responses, that's rolled out into distribution and we will see how consumers respond to that. On the snack side, we think we are going to have a much stronger and more immediate response, simply because people like Whole Foods, as you may probably know, have put out the edict that the product in Whole Foods will be non-GMO, and to the extent that Pirate's was not non-GMO, pretty much as we were taking the business over, Whole Foods stopped supporting our promotional activity -- at Whole Foods, until we transitioned to fully non-GMO product, which we have done as of the end of June, and we are running that product through the natural distribution channels now, and we would expect to get stronger promotional support from our natural food customers as a result of that, and therefore do more consumer sales as a result of that. So we have done the good work in terms of making the Pirate's line fully non-GMO for the natural channel. We still have a regular product line that's out in supermarkets that is not fully non-GMO, but we have addressed the concern from the natural channel point of view.

That's helpful. Thank you.

And that is all the time we have for questions today. Mr. Wenner, I will turn the conference back over to you for closing remarks.

Thank you. Thank you all for your interest in the company. As you can see we have a challenging quarter, and have had to lower our expectations by a few percentage points. But as we said, we think there is nothing inherently broken here. We have issues that we have to address, we are addressing them as we speak, and as Bob said, we are hopeful that the second half will come in as predicted and that we will be back on track. Thanks again.

This does conclude today's conference. Thank you for your participation.