10-Q

As filed with the Securities and Exchange Commission on October 25, 2012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark one)

xQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 29, 2012

or

oTransition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                    to                   .

Commission file number 001-32316

B&G FOODS, INC.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	13-3918742 (I.R.S. Employer Identification No.)
4 Gatehall Drive, Parsippany, New Jersey (Address of principal executive offices)	07054 (Zip Code)

Registrant’s telephone number, including area code:  (973) 401-6500

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x

As of October 25, 2012, the registrant had 52,560,765 shares of common stock, par value $0.01 per share, issued and outstanding.

B&G Foods, Inc. and Subsidiaries

Index

		Page No.
PART I FINANCIAL INFORMATION		1
Item 1.	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets	1
	Consolidated Statements of Operations	2
	Consolidated Statements of Comprehensive Income	3
	Consolidated Statements of Cash Flows	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	31
PART II OTHER INFORMATION		33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	33
SIGNATURE		34

i

PART I

FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

B&G Foods, Inc. and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

	September 29, 2012			December 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	15,350		$	16,738
Trade accounts receivable, net	41,124			39,476
Inventories	107,236			85,234
Prepaid expenses	2,723			4,551
Income tax receivable	3,383			2,529
Deferred income taxes	1,855			1,696
Total current assets	171,671			150,224
Property, plant and equipment, net of accumulated depreciation of $97,299 and $89,856	62,241			61,930
Goodwill	262,977			262,827
Other intangibles, net	628,455			634,522
Other assets	20,386			23,420
Total assets	$	1,145,730		$	1,132,923
Liabilities and Stockholders’ Equity
Current liabilities:
Trade accounts payable	$	29,308		$	24,427
Accrued expenses	19,174			26,719
Current portion of long-term debt	15,375			9,750
Dividends payable	13,065			10,971
Total current liabilities	76,922			71,867
Long-term debt	698,019			710,357
Other liabilities	6,890			9,409
Deferred income taxes	117,180			105,743
Total liabilities	899,011			897,376
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.01 par value per share. Authorized 1,000,000 shares; no shares issued or outstanding	—			—
Common stock, $0.01 par value per share. Authorized 125,000,000 shares; 48,387,225 and 47,700,132 shares issued and outstanding as of September 29, 2012 and December 31, 2011	484			477
Additional paid-in capital	120,953			159,916
Accumulated other comprehensive loss	(10,003		)	(10,430		)
Retained earnings	135,285			85,584
Total stockholders’ equity	246,719			235,547
Total liabilities and stockholders’ equity	$	1,145,730		$	1,132,923

See Notes to Consolidated Financial Statements.

1

B&G Foods, Inc. and Subsidiaries

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Net sales	$	154,155	$	133,010	$	460,106	$	393,868
Cost of goods sold	98,876		91,560		296,246		265,382
Gross profit	55,279		41,450		163,860		128,486
Operating expenses:
Selling, general and administrative expenses	14,937		12,725		46,206		41,069
Amortization expense	2,022		1,637		6,067		4,913
Operating income	38,320		27,088		111,587		82,504
Other expenses:
Interest expense, net	11,994		8,323		35,845		24,854
Income before income tax expense	26,326		18,765		75,742		57,650
Income tax expense	9,429		6,681		26,041		19,662
Net income	$	16,897	$	12,084	49,701		37,988
Weighted average shares outstanding:
Basic	48,387		47,822		48,267		47,903
Diluted	48,743		48,479		48,597		48,574
Earnings per share:
Basic	$	0.35	$	0.25	$	1.03	$	0.79
Diluted	$	0.35	$	0.25	$	1.02	$	0.78
Cash dividends declared per share	$	0.27	$	0.21	$	0.81	$	0.63

See Notes to Consolidated Financial Statements.

2

B&G Foods, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

	Thirteen Weeks Ended					Thirty-nine Weeks Ended
	September 29, 2012		October 1, 2011			September 29, 2012		October 1, 2011
Net income	$	16,897	$	12,084		$	49,701	$	37,988
Other comprehensive income:
Foreign currency translation adjustments	36		(8		)	26		(83		)
Amortization of unrecognized prior service cost and pension deferrals, net of tax	162		87			401		159
Reclassification to net interest expense for interest rate swap, net of tax	—		265			—		795
Other comprehensive income	198		344			427		871
Comprehensive income	$	17,095	$	12,428		$	50,128	$	38,859

See Notes to Consolidated Financial Statements.

3

B&G Foods, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Thirty-nine Weeks Ended
	September 29, 2012			October 1, 2011
Cash flows from operating activities:
Net income	$	49,701		$	37,988
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	13,443			11,964
Amortization of deferred debt financing costs and bond discount	3,771			1,500
Deferred income taxes	10,967			12,647
Share-based compensation expense	2,900			2,697
Excess tax benefits from share-based compensation	(8,031		)	(1,117		)
Realized gain on interest rate swap	—			(612		)
Reclassification to net interest expense for interest rate swap	—			1,270
Changes in assets and liabilities:
Trade accounts receivable	(1,648		)	1,163
Inventories	(22,002		)	(19,714		)
Prepaid expenses	1,828			(414		)
Income tax receivable	7,177			(1,848		)
Other assets	(63		)	(63		)
Trade accounts payable	4,881			12,541
Accrued expenses	(7,545		)	(5,404		)
Interest rate swap	—			(11,400		)
Other liabilities	(1,883		)	(1,905		)
Net cash provided by operating activities	53,496			39,293
Cash flows from investing activities:
Capital expenditures	(7,660		)	(6,881		)
Payment for acquisition of business	(150		)	—
Net cash used in investing activities	(7,810		)	(6,881		)
Cash flows from financing activities:
Payments of long-term debt	(7,312		)	—
Payments for repurchase of common stock	—			(3,652		)
Dividends paid	(37,096		)	(28,221		)
Excess tax benefits from share-based compensation	8,031			1,117
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation	(10,696		)	(2,236		)
Net cash used in financing activities	(47,073		)	(32,992		)
Effect of exchange rate fluctuations on cash and cash equivalents	(1		)	(51		)
Net decrease in cash and cash equivalents	(1,388		)	(631		)
Cash and cash equivalents at beginning of period	16,738			98,738
Cash and cash equivalents at end of period	$	15,350		$	98,107
Supplemental disclosures of cash flow information:
Cash interest payments	$	38,742		$	29,988
Cash income tax payments	$	7,899		$	8,865
Cash income tax refunds	$	(3	)	$	(2	)
Non-cash transactions:
Dividends declared and not yet paid	$	13,065		$	10,017

See Notes to Consolidated Financial Statements.

4

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

(1)Nature of Operations

B&G Foods, Inc. is a holding company, the principal assets of which are the shares of capital stock of its subsidiaries.  Unless the context requires otherwise, references in this report to “B&G Foods,” “our company,” “we,” “us” and “our” refer to B&G Foods, Inc. and its subsidiaries.  Our financial statements are presented on a consolidated basis.

We operate in a single industry segment and manufacture, sell and distribute a diverse portfolio of high-quality shelf-stable foods across the United States, Canada and Puerto Rico.  Our products include hot cereals, fruit spreads, canned meats and beans, spices, seasonings, hot sauces, wine vinegar, maple syrup, molasses, salad dressings, Mexican-style sauces, taco shells and kits, salsas, pickles, peppers, tomato-based products and other specialty products.  Our products are marketed under many recognized brands, including Ac’cent, B&G, B&M, Baker’s Joy, Brer Rabbit, Cream of Rice, Cream of Wheat, Don Pepino, Emeril’s, Grandma’s Molasses, Joan of Arc, Las Palmas, Maple Grove Farms of Vermont, Molly McButter, Mrs. Dash, Ortega, Polaner, Red Devil, Regina, Sa- són, Sclafani, Sugar Twin, Trappey’s, Underwood, Vermont Maid and Wright’s.  We also sell and distribute two branded household products, Static Guard and Kleen Guard.  We compete in the retail grocery, food service, specialty, private label, club and mass merchandiser channels of distribution.  We distribute our products via a network of independent brokers and distributors to supermarket chains, food service outlets, mass merchants, warehouse clubs, non-food outlets and specialty distributors.

Acquisitions

On November 30, 2011, we completed the acquisition of the Mrs. Dash, Sugar Twin, Baker’s Joy, Molly McButter, Static Guard and Kleen Guard brands from Conopco, Inc. (dba Unilever United States, Inc.) for $326.0 million in cash.  We refer to this acquisition as the “Culver Specialty Brands acquisition.”  We have accounted for the Culver Specialty Brands acquisition using the acquisition method of accounting and, accordingly, have included the assets acquired and results of operations in our consolidated financial statements from the date of acquisition.  The excess of the purchase price over the fair value of identifiable net assets acquired represents goodwill.  Trademarks are deemed to have an indefinite useful life and are not amortized.  Customer relationship intangibles are amortized over 20 years.  Goodwill and other intangible assets are deductible for income tax purposes.  Inventory has been recorded at estimated selling price less costs of disposal and a reasonable profit and the property, plant and equipment and other intangible assets (including trademarks and customer relationships) acquired have been recorded at fair value as determined by our management with the assistance of a third-party valuation specialist.  See Note 4, “Goodwill and Other Intangible Assets.”

The following table sets forth the allocation of the Culver Specialty Brands acquisition purchase price to the estimated fair value of the net assets acquired at the date of acquisition.

Culver Specialty Brands Acquisition (dollars in thousands):
Deferred taxes	$	87
Equipment	129
Inventory	7,501
Goodwill	9,083
Customer relationship intangibles—amortizable intangible assets	30,800
Trademarks — indefinite life intangible assets	278,400
Total	$	326,000

In September 2012, we announced an agreement to acquire the New York Style and Old London brands from Chipita America, Inc. for approximately $62.5 million in cash.  The acquisition includes a

5

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(1)Nature of Operations (Continued)

manufacturing facility in Yadkinville, North Carolina.  Subject to the satisfaction of customary closing conditions, we expect the acquisition to close during the fourth quarter of 2012.

Unaudited Pro Forma Summary of Operations

The following pro forma summary of operations for the third quarter and first three quarters of fiscal 2011 presents our operations as if the Culver Specialty Brands acquisition had occurred as of the beginning of the first quarter of 2011.  In addition to including the results of operations of the Culver Specialty Brands acquisition, the pro forma information gives effect to interest on additional borrowings and amortization of customer relationship intangibles.

	Thirteen Weeks Ended October 1, 2011		Thirty-nine Weeks Ended October 1, 2011
	(dollars in thousands)
Net sales	$	153,744	$	459,552
Net income	14,471		46,169
Basic earnings per share	$	0.30	$	0.96
Diluted earnings per share	$	0.30	$	0.95

The pro forma information presented above does not purport to be indicative of the results that actually would have been attained if the Culver Specialty Brands acquisition had occurred as of the beginning of the first quarter of fiscal 2011 and is not intended to be a projection of future results.

(2)Summary of Significant Accounting Policies

Fiscal Year

Typically, our fiscal quarters and fiscal year consist of 13 and 52 weeks, respectively, ending on the Saturday closest to December 31 in the case of our fiscal year and fourth fiscal quarter, and on the Saturday closest to the end of the corresponding calendar quarter in the case of our fiscal quarters.  As a result, a 53rd week is added to our fiscal year every five or six years.  In a 53-week fiscal year our fourth fiscal quarter contains 14 weeks.  Our fiscal years ending December 29, 2012 (fiscal 2012) and December 31, 2011 (fiscal 2011) each contain 52 weeks.  Each quarter of fiscal 2012 and 2011 contains 13 weeks.

Basis of Presentation

The accompanying unaudited consolidated interim financial statements for the thirteen and thirty-nine week periods ended September 29, 2012 (third quarter and first three quarters of 2012) and October 1, 2011 (third quarter and first three quarters of 2011) have been prepared by our company in accordance with accounting principles generally accepted in the United States of America pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), and include the accounts of B&G Foods, Inc. and its subsidiaries.  Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations.  However, our management believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading.  All intercompany balances and transactions have been eliminated.  The accompanying unaudited consolidated interim financial statements

6

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(2)Summary of Significant Accounting Policies (Continued)

contain all adjustments (consisting only of normal and recurring adjustments) that are, in the opinion of management, necessary to present fairly our consolidated financial position as of September 29, 2012, the results of our operations and comprehensive income for the third quarter and first three quarters of 2012 and 2011, and cash flows for the first three quarters of 2012 and 2011.  Our results of operations for the third quarter and first three quarters of 2012 are not necessarily indicative of the results to be expected for the full year.  We have evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited consolidated interim financial statements.  The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes for fiscal 2011 included in our Annual Report on Form 10-K for fiscal 2011 filed with the SEC on February 28, 2012.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires our management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Some of the more significant estimates and assumptions made by management involve trade and consumer promotion expenses; allowances for excess, obsolete and unsaleable inventories; pension benefits; acquisition accounting allocations; the recoverability of goodwill, other intangible assets, property, plant and equipment and deferred tax assets; the determination of the useful life of customer relationship intangibles; and the accounting for share-based compensation expense.  Actual results could differ significantly from these estimates and assumptions.

Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors that management believes to be reasonable under the circumstances, including the current economic environment.  We adjust such estimates and assumptions when facts and circumstances dictate.  Volatility in the credit and equity markets can increase the uncertainty inherent in such estimates and assumptions.

Recently Issued Accounting Standards

Except as set forth below, there have been no significant developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on our consolidated financial statements, from those disclosed in our 2011 Annual Report on Form 10-K.

In July 2012, the Financial Accounting Standards Board (FASB) issued an accounting standards update relating to the testing of indefinite-lived intangible assets for impairment.  This update, which amends the guidance on testing indefinite-lived intangible assets other than goodwill, for impairment, provides companies with the option to first perform a qualitative assessment before performing the quantitative impairment test.  If a company determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is more likely than not to exceed its carrying amount, then the company would not need to perform the quantitative impairment test.  This update does not revise the requirement to test indefinite-lived intangible assets annually for impairment.  This update becomes effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption allowed.  We do not expect the adoption of this standard will have a material effect on our consolidated financial position, results of operations or liquidity.

7

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

(3)Inventories

Inventories are stated at the lower of cost or market and include direct material, direct labor, overhead, warehousing and product transfer costs.  Cost is determined using the first-in, first-out and average cost methods.  Inventories have been reduced by an allowance for excess, obsolete and unsaleable inventories.  The allowance is an estimate based on our management’s review of inventories on hand compared to estimated future usage and sales.

Inventories consist of the following, as of the dates indicated (in thousands):

	September 29, 2012		December 31, 2011
Raw materials and packaging	$	30,096	$	22,822
Work in process	318		347
Finished goods	76,822		62,065
Total	$	107,236	$	85,234

(4)Goodwill and Other Intangible Assets

The carrying amounts of goodwill and other intangible assets, as of the dates indicated, consist of the following (in thousands):

	September 29, 2012			December 31, 2011
Goodwill beginning balance	$	262,827		$	253,744
Acquisition of business	150			9,083
Goodwill	$	262,977		$	262,827
Non-amortizable intangible assets:
Trademarks	$	506,400		$	506,400
Amortizable intangible assets:
Customer relationships	$	160,240		$	160,240
Other intangible assets	150			150
	160,390			160,390
Less: accumulated amortization	(38,335		)	(32,268		)
Amortizable intangible assets, net	122,055			128,122
Total other intangible assets, net	$	628,455		$	634,522

Customer relationship intangibles are presented at cost, net of accumulated amortization, and are amortized on a straight-line basis over their estimated useful lives of 18 to 20 years.  Other intangible assets are presented at cost, net of accumulated amortization, and are amortized on a straight-line basis over their estimated useful lives of two years.  Amortization expense associated with customer relationships and other intangible assets for the third quarter and first three quarters of 2012 was $2.0 million and $6.1 million, respectively, and is recorded in operating expenses.  Amortization expense associated with customer relationships and other intangible assets for the third quarter and first three quarters of 2011 was $1.6 million and $4.9 million, respectively, and is recorded in operating expenses.  We expect to recognize an additional $2.0 million of amortization expense associated with our customer relationships and other intangible assets during the remainder of fiscal 2012, and thereafter $8.0 million per year for each of the next four fiscal years.

8

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(5)Long-term Debt

Long-term debt consists of the following, as of the dates indicated (in thousands):

	September 29, 2012			December 31, 2011
Senior secured credit agreement:
Tranche A term loan due 2016	$	144,375		$	150,000
Tranche B term loan due 2018	223,313			225,000
7.625% senior notes due 2018	350,000			350,000
Unamortized discount	(4,294		)	(4,893		)
Total long-term debt, net of unamortized discount	713,394			720,107
Current portion of long-term debt	(15,375		)	(9,750		)
Long-term debt, net of unamortized discount and excluding current portion	$	698,019		$	710,357

As of September 29, 2012, the aggregate contractual maturities of long-term debt are as follows (in thousands):

Years ending December:
2012	$	2,438
2013	17,250
2014	24,750
2015	24,750
2016	84,750
Thereafter	563,750
Total	$	717,688

Senior Secured Credit Agreement.  On November 30, 2011, in connection with the Culver Specialty Brands acquisition, we entered into a new senior secured credit agreement, which includes a $200.0 million revolving credit facility, $150.0 million of tranche A term loans and $225.0 million of tranche B term loans.  The proceeds of the term loan borrowings, $25.0 million of revolving loans and cash on hand were used to repay all $130.0 million of outstanding borrowings under our prior credit agreement, fund the acquisition purchase price and pay related transaction fees and expenses.

At September 29, 2012, there were no outstanding loans under our revolving credit facility and the available borrowing capacity under the facility, net of outstanding letters of credit, was $199.5 million.  Proceeds of the revolving credit facility are restricted for use solely for general corporate purposes and acquisitions of targets in the same or a similar line of business as our company, subject to specified criteria.  We are required to pay a commitment fee of 0.50% per annum on the unused portion of the revolving credit facility.  The maximum letter of credit capacity under the revolving credit facility is $50.0 million, with a fronting fee of 0.25% per annum for all outstanding letters of credit and a letter of credit fee equal to the applicable margin for revolving loans that are LIBOR loans.

The tranche A term loans are subject to principal amortization at the following rates: 5% in the first year, 10% in the second year and 15% in each of the third and fourth years.  The balance of all borrowings under the tranche A term loan facility are due and payable at maturity on November 30, 2016.  The tranche B term loans are subject to principal amortization at the rate of 1% annually with the balance due at maturity on November 30, 2018.  The revolving credit facility matures on November 30, 2016.

9

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(5)Long-term Debt (Continued)

Interest under the revolving credit facility, including any outstanding letters of credit, and under the tranche A term loan facility, is determined based on alternative rates that we may choose in accordance with the credit agreement, including a base rate per annum plus an applicable margin ranging from 1.50% to 2.00%, and LIBOR plus an applicable margin ranging from 2.50% to 3.00%, in each case depending on our consolidated leverage ratio.  As of September 29, 2012, the tranche A term loan interest rate was 3.232%.  Interest under the tranche B term loan facility is determined based on alternative rates that we may choose in accordance with the credit agreement, including a base rate per annum plus an applicable margin of 2.50%, and LIBOR plus an applicable margin of 3.50%, in each case subject to a 1.0% LIBOR floor.  At September 29, 2012, the tranche B term loan interest rate was 4.50%.

We may prepay the term loans or permanently reduce the revolving credit facility commitment under the credit agreement at any time without premium or penalty (other than customary breakage costs with respect to the early termination of LIBOR loans, and only in the case of the tranche B term loans, a 1% prepayment penalty to be paid in the event of a repricing transaction (as defined in the credit agreement) that occurs within the first year of the credit agreement).  Subject to certain exceptions, the credit agreement provides for mandatory prepayment upon certain asset dispositions and issuances of securities.  The credit agreement is also subject to mandatory annual prepayments commencing in April 2013 if our senior secured leverage (defined as the ratio of our consolidated senior secured debt, as of the last day of any period of four consecutive fiscal quarters to our adjusted EBITDA for such period) exceeds certain ratios as follows: 50% of our adjusted excess cash flow (as defined in the credit agreement and which takes into account certain dividend payments and other adjustments) if our senior secured leverage ratio is greater than or equal to 3.00 to 1.00 (with step-downs to 25% and 0% if our senior secured leverage ratio is less than 3.00 to 1.00 and 2.50 to 1.00, respectively).

Our obligations under the credit agreement are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries.  The credit agreement is secured by substantially all of our and our domestic subsidiaries’ assets except our and our domestic subsidiaries’ real property.  The credit agreement contains customary restrictive covenants, subject to certain permitted amounts and exceptions, including covenants limiting our ability to incur additional indebtedness, pay dividends and make other restricted payments, repurchase shares of our outstanding stock and create certain liens.

The credit agreement also contains certain financial maintenance covenants, which, among other things, specify maximum capital expenditure limits, a maximum consolidated leverage ratio and a minimum interest coverage ratio, each ratio as defined in the credit agreement.  Our consolidated leverage ratio (defined as the ratio of our consolidated total debt, as of the last day of any period of four consecutive fiscal quarters to our adjusted EBITDA for such period), commencing with the period ending March 31, 2012, may not exceed the ratios indicated below:

10

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(5)Long-term Debt (Continued)

Fiscal Quarters Ending In	Consolidated Leverage Ratio
2012	6.25 to 1.00
2013	6.00 to 1.00
2014	5.50 to 1.00
2015	5.00 to 1.00
2016	4.50 to 1.00
2017	4.00 to 1.00
2018	4.00 to 1.00

We are also required to maintain a consolidated interest coverage ratio of at least 1.75 to 1.00 for any four quarter period, commencing with the four quarter period ending with the first quarter of 2012.  As of September 29, 2012, we were in compliance with all of the covenants in the credit agreement.

The credit agreement also provides for an incremental term loan facility, pursuant to which we may request that the lenders under the credit agreement, and potentially other lenders, provide an additional $200.0 million of term loans on terms substantially consistent with those provided under the credit agreement.  Among other things, the utilization of the incremental facility is conditioned on our ability to meet a senior secured leverage ratio of 3.50 to 1.00, and a sufficient number of lenders or new lenders agreeing to participate in the facility.

7.625% Senior Notes due 2018.  In January 2010, we issued $350.0 million aggregate principal amount of 7.625% senior notes due 2018 at a public offering price of 99.271% of face value.  The original issue discount of $2.6 million and debt financing costs are being amortized over the life of the senior notes as interest expense.  Interest on the senior notes is payable on January 15 and July 15 of each year.  The senior notes will mature on January 15, 2018, unless earlier retired or redeemed as described below.

Beginning January 15, 2014, we may redeem some or all of the senior notes at a redemption price of 103.813%, and thereafter at prices declining annually to 100% on or after January 15, 2017, plus accrued and unpaid interest to the date of redemption.  We may redeem up to 35% of the aggregate principal amount of the notes prior to January 15, 2013 with the net proceeds from certain equity offerings at a redemption price of 107.625% plus accrued and unpaid interest to the date of redemption.  We may also redeem some or all of the notes at any time prior to January 15, 2014 at a redemption price equal to a specified make-whole amount plus accrued and unpaid interest to the date of redemption.  In addition, if we undergo a change of control, we may be required to offer to repurchase the notes at the repurchase price of 101% plus accrued and unpaid interest to the date of redemption.

We may also, from time to time, seek to retire senior notes through cash repurchases of senior notes and/or exchanges of senior notes for equity securities, in open market purchases, privately negotiated transactions or otherwise.  Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.  The amounts involved may be material.

Our obligations under the senior notes are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries.  The senior notes and the subsidiary guarantees are our and the guarantors’ general unsecured obligations and are effectively junior in right of payment to all of our and the guarantors’ secured indebtedness and to the indebtedness and other liabilities of our non-guarantor subsidiaries; are pari passu in right of payment to all of our and the guarantors’ existing and future unsecured senior debt; and are senior in right of payment to all of our and the

11

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(5)Long-term Debt (Continued)

guarantors’ future subordinated debt.  Our foreign subsidiaries are not guarantors, and any future foreign or partially owned domestic subsidiaries will not be guarantors, of our senior notes.

Our senior notes indenture contains covenants with respect to us and the guarantors and restricts the incurrence of additional indebtedness and the issuance of capital stock; the payment of dividends or distributions on, and redemption of, capital stock; a number of other restricted payments, including certain investments; specified creation of liens, certain sale-leaseback transactions and sale of certain specified assets; fundamental changes, including consolidation, mergers and transfers of all or substantially all of our assets; and specified transactions with affiliates.  Each of the covenants is subject to a number of important exceptions and qualifications.  As of September 29, 2012, we were in compliance with all of the covenants in the senior notes indenture.

Subsidiary Guarantees.  We have no assets or operations independent of our direct and indirect subsidiaries.  All of our present domestic subsidiaries jointly and severally and fully and unconditionally guarantee our long-term debt, and management has determined that our Canadian subsidiaries, which are our only subsidiaries that are not guarantors of our long-term debt, are “minor subsidiaries” as that term is used in Rule 3-10 of Regulation S-X promulgated by the SEC.  There are no significant restrictions on our ability and the ability of our subsidiaries to obtain funds from our respective subsidiaries by dividend or loan.  Consequently, separate financial statements have not been presented for our subsidiaries because management has determined that they would not be material to investors.

Deferred Debt Financing Costs.  During the fourth quarter of fiscal 2011, we capitalized approximately $16.3 million of debt financing costs, which will be amortized over the five year term of our revolving credit facility and the tranche A term loans and the seven year term of the tranche B term loans.  As of September 29, 2012 and December 31, 2011 we had net deferred debt financing costs of $20.0 million and $23.1 million, respectively, included in other assets in the accompanying consolidated balance sheets.

Accrued Interest.  At September 29, 2012 and December 31, 2011 accrued interest of $6.5 million and $13.2 million, respectively, is included in accrued expenses in the accompanying consolidated balance sheets.

(6)Fair Value Measurements

The authoritative accounting literature relating to fair value measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The accounting literature outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under generally accepted accounting principles, certain assets and liabilities must be measured at fair value, and the accounting literature details the disclosures that are required for items measured at fair value.

Financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy under the accounting literature.  The three levels are as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly.

Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

12

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(6)Fair Value Measurements (Continued)

Cash and cash equivalents, trade accounts receivable, income tax receivable, trade accounts payable, accrued expenses and dividends payable are reflected in the consolidated balance sheets at carrying value, which approximates fair value due to the short-term nature of these instruments.

The carrying values and fair values of our term loan borrowings and senior notes as of September 29, 2012 and December 31, 2011 are as follows (in thousands):

	September 29, 2012			December 31, 2011
	Carrying Value		Fair Value(1)	Carrying Value		Fair Value(1)
Tranche A Term Loan due 2016	143,783	(2)	144,375	149,266	(2)	150,000
Tranche B Term Loan due 2018	221,303	(2)	225,322	222,773	(2)	226,125
7.625% Senior Notes due 2018	348,308	(2)	378,000	348,068	(2)	372,750

(1)Fair values are estimated based on quoted market prices.

(2)The carrying values of the tranche A term loan, tranche B term loan and 7.625% senior notes are net of discount.  The outstanding principal amounts of the tranche A term loan, tranche B term loan and senior notes as of September 29, 2012 are $144.4 million, $223.3 million and $350.0 million, respectively.  The outstanding principal amounts of the tranche A term loan, tranche B term loan and senior notes as of December 31, 2011 were $150.0 million, $225.0 million and $350.0 million, respectively.

(7)Disclosures about Derivative Instruments and Hedging Activities

As of September 29, 2012, we did not have any derivatives designated as a hedging instrument.  From February 2007 until January 2011, we maintained an interest rate swap that was designated as a hedging instrument.  The following table presents the impact of that interest rate swap and its location within our consolidated statement of operations (in thousands):

	Thirteen Weeks Ended October 1, 2011			Thirty-nine Weeks Ended October 1, 2011
Derivatives not designated as hedging instruments	Amount of Gain Recognized in Income on Derivatives						Location of Gain Recognized in Income on Derivatives
Interest rate swap	$	423	*	$	658	*	Interest expense, net

*The amount included in net interest expense for the third quarter and first three quarters of 2011 consists of $0 and $612 realized gain on the interest rate swap, and $423 and $1,270 (pre-tax) reclassified to net interest expense from accumulated other comprehensive loss, respectively.

(8)Stock and Debt Repurchase Program

We did not repurchase any shares of common stock during the first three quarters of 2012.  During the first three quarters of 2011 we repurchased and retired 217,901 shares of common stock at an average cost per share (excluding fees and commissions) of $16.73, or $3.6 million in the aggregate.  All of such shares were repurchased during the third quarter of 2011.  We did not repurchase any senior notes during the first three quarters of 2012 or 2011.  Our stock and debt repurchase program expired pursuant to its terms at the end of the first quarter of 2012.

13

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(9)Pension Benefits

Company Sponsored Defined Benefit Pension Plans.  Net periodic pension costs for company sponsored defined benefit pension plans for the third quarter and first three quarters of 2012 and 2011 include the following components (in thousands):

	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	September 29, 2012			October 1, 2011			September 29, 2012			October 1, 2011
Service cost—benefits earned during the period	$	602		$	525		$	1,790		$	1,418
Interest cost on projected benefit obligation	512			538			1,524			1,513
Expected return on plan assets	(734		)	(688		)	(2,184		)	(1,941		)
Amortization of unrecognized prior service cost	11			11			33			33
Amortization of loss	244			133			678			273
Net periodic pension cost	$	635		$	519		$	1,841		$	1,296

During the first three quarters of 2012, we made $3.6 million of defined benefit pension plan contributions to company sponsored plans.  We plan to make approximately $0.6 million of additional contributions during the remainder of fiscal 2012.

Multi-Employer Defined Benefit Pension Plan.  In connection with the collective bargaining agreement for our Portland, Maine facility, we also make contributions to the Bakery and Confectionary Union and Industry International Pension Fund (EIN 52-6118572, Plan No. 001), a multi-employer defined benefit pension plan, sponsored by the Bakery, Confectionary, Tobacco Workers and Grain Millers International Union (BCTGM).  The plan provides multiple plan benefits with corresponding contribution rates that are collectively bargained between participating employers and their affiliated BCTGM local unions.  As previously reported in our 2011 Annual Report, the plan was not in endangered nor in critical status as of the most recent annual period, no surcharge was imposed, and it was classified in the Green Zone for both plan years ending December 31, 2010 and December 31, 2009.  There were no significant changes in the contractual employer contribution rate or number of employees for 2010 or 2009.  B&G Foods made contributions to the plan of $1.0 million, $1.1 million and $1.1 million for fiscal 2011, 2010 and 2009, respectively.  These contributions represented less than five percent of total contributions made to the plan.

In April 2012, we were notified that for the plan year ended December 31, 2011, the plan was not in endangered nor in critical status as the most recent annual period, no surcharge was imposed, and it was classified in the Green Zone.  We were also notified that for the plan year beginning January 1, 2012, the plan is in critical status and classified in the Red Zone.  The law requires that all contributing employers pay to the plan a surcharge to help correct the plan’s financial situation.  The amount of the surcharge is equal to a percentage of the amount an employer is otherwise required to contribute to the plan under the applicable collective bargaining agreement.  A 5% surcharge payable on hours worked on and after June 1, 2012 until December 31, 2012 will be applicable for plan year 2012, the initial critical year.  A 10% surcharge payable on hours worked on and after January 1, 2013 will be applicable for each succeeding plan year that the plan is in critical status until we agree to a collective bargaining agreement that implements a rehabilitation plan.

(10)Commitments and Contingencies

Operating Leases.  As of September 29, 2012, future minimum lease payments under non-cancelable operating leases in effect at quarter-end (with initial lease terms in excess of one year) were as follows (in thousands):

Fiscal year ending:
2012	$	1,424
2013	4,443
2014	3,369
2015	3,006
2016	3,047
Thereafter	2,313
Total	$	17,602

14

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(10)Commitments and Contingencies (Continued)

Legal Proceedings.  We are from time to time involved in various claims and legal actions arising in the ordinary course of business, including proceedings involving product liability claims, worker’s compensation and other employee claims, and tort and other general liability claims, as well as trademark, copyright, patent infringement and related claims and legal actions.  In the opinion of our management, the ultimate disposition of any currently pending claims or actions will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

Environmental.  We are subject to environmental laws and regulations in the normal course of business.  We did not make any material expenditures during the first three quarters of 2012 or 2011 in order to comply with environmental laws and regulations.  Based on our experience to date, management believes that the future cost of compliance with existing environmental laws and regulations (and liability for any known environmental conditions) will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.  However, we cannot predict what environmental or health and safety legislation or regulations will be enacted in the future or how existing or future laws or regulations will be enforced, administered or interpreted, nor can we predict the amount of future expenditures that may be required in order to comply with such environmental or health and safety laws or regulations or to respond to such environmental claims.

Collective Bargaining Agreements.  As of September 29, 2012, approximately 336 of our 740 employees, or 45.4%, were covered by collective bargaining agreements.  None of our collective bargaining agreements is scheduled to expire within one year.

Severance and Change of Control Agreements.  We have employment agreements with each of our six executive officers.  The agreements generally continue until terminated by the executive or by us, and provide for severance payments under certain circumstances, including termination by us without cause (as defined in the agreements) or as a result of the employees’ death or disability, or termination by us or a deemed termination upon a change of control (as defined in the agreements).  Severance benefits include payments for salary continuation, continuation of health care and insurance benefits, present value of additional pension credits and, in the case of a change of control, accelerated vesting under compensation plans and potential excise tax liability and gross up payments.

(11)Earnings per Share

Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding.  Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding plus all additional shares of common stock that would have been outstanding if potentially dilutive shares of common stock related to performance shares that may be earned under long-term incentive awards had been issued as of the beginning of the period using the treasury stock method.

15

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(11)Earnings per Share (Continued)

	Thirteen Weeks Ended		Thirty-nine Weeks Ended
	September 29, 2012	October 1, 2011	September 29, 2012	October 1, 2011
Weighted average shares outstanding:
Basic	48,387,225	47,821,907	48,267,133	47,903,475
Net effect of potentially dilutive share-based compensation awards	355,937	657,441	330,032	670,130
Diluted	48,743,162	48,479,348	48,597,165	48,573,605

(12)Business and Credit Concentrations and Geographic Information

Our exposure to credit loss in the event of non-payment of accounts receivable by customers is estimated in the amount of the allowance for doubtful accounts.  We perform ongoing credit evaluations of our customers’ financial condition.  Our top ten customers accounted for approximately 51.3% and 50.8% of consolidated net sales for the first three quarters of 2012 and 2011, respectively.  Our top ten customers accounted for approximately 56.0% and 53.2% of our receivables as of September 29, 2012 and December 31, 2011, respectively.  Other than Wal-Mart, which accounted for 19.8% and 17.1% of our consolidated net sales for the first three quarters of 2012 and 2011, no single customer accounted for more than 10.0% of our consolidated net sales for the first three quarters of 2012 or 2011.  Other than Wal-Mart, which accounted for 15.3% and 14.4% of our consolidated receivables as of September 29, 2012 and December 31, 2011, respectively, no single customer accounted for more than 10.0% of our consolidated receivables.  As of September 29, 2012, we do not believe we have any significant concentration of credit risk with respect to our trade accounts receivable.

During the first three quarters of 2012 and 2011, our sales to foreign countries represented approximately 2.4% and less than 1.0%, respectively, of net sales.  Our foreign sales are primarily to customers in Canada.

(13)Share-Based Payments

Our company makes annual grants of performance share long-term incentive awards to our executive officers and certain other members of senior management.  The performance share long-term incentive awards entitle the participants to earn shares of common stock upon the attainment of certain performance goals.  In addition, our non-employee directors receive annual equity grants as part of their non-employee director compensation.

The following table sets forth the compensation expense recognized for share-based payments (performance share long-term incentive awards, non-employee director stock grants and other share based compensation) during the third quarter and first three quarters of 2012 and 2011 and where that expense is reflected in our consolidated statements of operations (in thousands):

16

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(13)Share-Based Payments (Continued)

	Thirteen Weeks Ended				Thirty-nine Weeks Ended
Consolidated Statements of Operations Location	September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Compensation expense included in cost of goods sold	$	199	$	198	$	567	$	572
Compensation expense included in selling, general and administrative expenses	672		627		2,333		2,125
Total compensation expense for share-based payments	$	871	$	825	$	2,900	$	2,697

As of September 29, 2012, there was $3.7 million of unrecognized compensation expense related to performance share long-term incentive awards, which is expected to be recognized over the next 2.25 years.

The following table details the activity in our non-vested performance share long-term incentive awards for the first three quarters of 2012:

	Number of Performance Shares		Weighted Average Grant Date Fair Value (per share)(2)
Beginning of fiscal 2012	1,985,697	(1)	$	5.25
Granted	159,722	(1)	$	20.34
Vested	(1,124,205	)	$	2.30
Forfeited	—		—
End of first three quarters of 2012	1,021,214	(1)	$	10.86

(1)Solely for purposes of this table, the number of performance shares is based on the participants earning the maximum number of performance shares (i.e., 200% or 300% of the target number of performance shares).

(2)The fair value of the awards was determined based upon the closing price of our common stock on the applicable measurement dates (i.e., the deemed grant dates for accounting purposes) reduced by the present value of expected dividends using the risk-free interest-rate as the award holders are not entitled to dividends or dividend equivalents during the vesting period.

The following table details the number of shares of common stock issued by our company during the third quarter and first three quarters of 2012 and 2011 upon the vesting of performance share long-term incentive awards and for non-employee director annual equity grants and other share based compensation:

	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Number of performance shares vested	—		—		1,124,205		403,431
Shares withheld to fund statutory minimum tax withholding	—		—		463,942		152,126
Shares of common stock issued for performance share long-term incentive awards	—		—		660,263		251,305
Shares of common stock issued to non-employee directors for annual equity grants	—		—		17,436		17,796
Shares of common stock issued for other share based compensation, net of shares withheld to fund statutory minimum tax withholding	—		—		9,394		9,008
Total shares of common stock issued	—		—		687,093		278,109
Excess tax benefit recorded to additional paid in capital	$	43	$	—	$	8,031	$	1,117

17

B&G Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

(14)Income Taxes

During the second quarter of 2012, a change in the group of states in which we are subject to state income taxes caused a decrease in our blended state tax rate, resulting in a deferred tax benefit of $0.9 million.  During the second quarter of 2011, changes in state tax laws impacting apportionment rates resulted in a decrease in our blended state tax rate, resulting in a deferred tax benefit of $1.1 million.

(15)Subsequent Events

Sale of Common Stock.  On October 9, 2012, we completed an underwritten public offering of 4,173,540 shares of our common stock.  The proceeds of the offering were approximately $120.3 million, after deducting underwriting discounts and commissions and other estimated offering expenses.  The offering was made by means of a prospectus and the related prospectus supplement included as part of an effective shelf registration statement previously filed with the SEC.  We expect to use the net proceeds of the offering for general corporate purposes, which may include among other things, the payment of all or a portion of the purchase price and related transaction costs for the recently announced New York Style and Old London brands acquisition or any future acquisitions, and the repayment or retirement of a portion of our long-term debt.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties.  Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under the heading “Forward-Looking Statements” below and elsewhere in this report.  The following discussion should be read in conjunction with the unaudited consolidated interim financial statements and related notes for the thirteen and thirty-nine weeks ended September 29, 2012 (third quarter and first three quarters of 2012) included elsewhere in this report and the audited consolidated financial statements and related notes for the fiscal year ended December 31, 2011 (fiscal 2011) included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 28, 2012 (which we refer to as our 2011 Annual Report on Form 10-K).

General

We manufacture, sell and distribute a diverse portfolio of branded, high quality, shelf-stable foods and household products, many of which have leading regional or national market shares.  In general, we position our branded products to appeal to the consumer desiring a high quality and reasonably priced product.  We complement our branded product retail sales with institutional and food service sales and limited private label sales.

Our goal is to continue to increase sales, profitability and cash flows by enhancing our existing portfolio of branded shelf stable products and by capitalizing on our competitive strengths.  We intend to implement our growth strategy through the following initiatives: expanding our brand portfolio with disciplined acquisitions of complementary branded businesses, continuing to develop new products and delivering them to market quickly, leveraging our multiple channel sales and distribution system and continuing to focus on higher growth customers and distribution channels.

On November 30, 2011, we completed the acquisition of the Mrs. Dash, Sugar Twin, Baker’s Joy, Molly McButter, Static Guard and Kleen Guard brands from Conopco, Inc. dba Unilever United States, Inc., which we refer to in this report as the “Culver Specialty Brands acquisition.”  The Culver Specialty Brands acquisition has been accounted for using the acquisition method of accounting and, accordingly, the assets acquired and results of operations of the acquired business is included in our consolidated financial statements from the date of acquisition.  This acquisition and the application of the acquisition method of accounting affect comparability between periods.

We are subject to a number of challenges that may adversely affect our businesses.  These challenges, which are discussed below and under the heading “Forward-Looking Statements,” include:

Fluctuations in Commodity Prices and Production and Distribution Costs.  We purchase raw materials, including agricultural products, meat, poultry, ingredients and packaging materials from growers, commodity processors, other food companies and packaging suppliers located in U.S. and foreign locations.  Raw materials and other input costs, such as fuel and transportation, are subject to fluctuations in price attributable to a number of factors.  Fluctuations in commodity prices can lead to retail price volatility and intensive price competition, and can influence consumer and trade buying patterns.  The cost of raw materials, fuel, labor, distribution and other costs related to our operations can increase from time to time significantly and unexpectedly.

We attempt to manage cost inflation risks by locking in prices through short-term supply contracts and advance commodities purchase agreements and by implementing cost saving measures.  We also attempt to offset rising input costs by raising sales prices to our customers.  However, increases in the prices we charge our customers may lag behind rising input costs.  Competitive pressures also may limit our ability to quickly raise prices in response to rising costs.

19

We are currently locked into our supply and prices for a majority of our most significant commodities (excluding, among others, maple syrup) through 2012 at cost increase of less than 2.0% of projected 2012 cost of goods sold.  During fiscal 2011, our sales price increases and our cost saving measures more than offset our cost increases. To the extent we are unable to avoid or offset present and future cost increases by locking in our costs, implementing cost saving measures or increasing prices to our customers, our operating results could be materially adversely affected.  In addition, should input costs begin to decline, customers may look for price reductions in situations where we have locked into purchases at higher costs.

Consolidation in the Retail Trade and Consequent Inventory Reductions.  As the retail grocery trade continues to consolidate and our retail customers grow larger and become more sophisticated, our retail customers may demand lower pricing and increased promotional programs.  These customers are also reducing their inventories and increasing their emphasis on private label products.

Changing Customer Preferences.  Consumers in the market categories in which we compete frequently change their taste preferences, dietary habits and product packaging preferences.

Consumer Concern Regarding Food Safety, Quality and Health.  The food industry is subject to consumer concerns regarding the safety and quality of certain food products.  If consumers in our principal markets lose confidence in the safety and quality of our food products, even as a result of a product liability claim or a product recall by a food industry competitor, our business could be adversely affected.

Fluctuations in Currency Exchange Rates.  We purchase the majority of our maple syrup requirements from suppliers located in Québec, Canada.  Any weakening of the U.S. dollar against the Canadian dollar, could significantly increase our costs relating to the production of our maple syrup products to the extent we have not purchased Canadian dollars in advance of any such weakening of the U.S. dollar.

To confront these challenges, we continue to take steps to build the value of our brands, to improve our existing portfolio of products with new product and marketing initiatives, to reduce costs through improved productivity, to address consumer concerns about food safety, quality and health and to favorably manage currency fluctuations.

Critical Accounting Policies; Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires our management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Some of the more significant estimates and assumptions made by management involve trade and consumer promotion expenses; allowances for excess, obsolete and unsaleable inventories; pension benefits; acquisition accounting allocations; the recoverability of goodwill, other intangible assets, property, plant and equipment, and deferred tax assets; the determination of the useful life of customer relationship intangibles; and the accounting for share-based compensation expense.  Actual results could differ significantly from these estimates and assumptions.

In our 2011 Annual Report on Form 10-K, we identified the critical accounting policies which affect our more significant estimates and assumptions used in preparing our consolidated financial statements. There have been no significant changes to these policies from those disclosed in our 2011 Annual Report on Form 10-K.

20

Results of Operations

The following table sets forth the percentages of net sales represented by selected items for the third quarter and first three quarters of 2012 and 2011 reflected in our consolidated statements of operations.  The comparisons of financial results are not necessarily indicative of future results:

	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Statement of Operations:
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of goods sold	64.1	%	68.8	%	64.4	%	67.4	%
Gross profit	35.9	%	31.2	%	35.6	%	32.6	%
Selling, general and administrative expenses	9.7	%	9.6	%	10.0	%	10.5	%
Amortization expense	1.3	%	1.2	%	1.3	%	1.2	%
Operating income	24.9	%	20.4	%	24.3	%	20.9	%
Interest expense, net	7.8	%	6.3	%	7.8	%	6.3	%
Income before income tax expense	17.1	%	14.1	%	16.5	%	14.6	%
Income tax expense	6.1	%	5.0	%	5.7	%	5.0	%
Net income	11.0	%	9.1	%	10.8	%	9.6	%

As used in this section the terms listed below have the following meanings:

Net Sales.  Our net sales represents gross sales of products shipped to customers plus amounts charged to customers for shipping and handling, less cash discounts, coupon redemptions, slotting fees and trade promotional spending.

Gross Profit.  Our gross profit is equal to our net sales less cost of goods sold.  The primary components of our cost of goods sold are cost of internally manufactured products, purchases of finished goods from co-packers plus freight costs to our distribution centers and to our customers.

Selling, General and Administrative Expenses.  Our selling, general and administrative expenses include costs related to selling our products, as well as all other general and administrative expenses.  Some of these costs include administrative, marketing and internal sales force employee compensation and benefits costs, consumer advertising programs, brokerage costs, warehouse facility and distribution costs, information technology and communication costs, office rent, utilities, supplies, professional services and other general corporate expenses.

Amortization Expense. Amortization expense includes the amortization expense associated with customer relationship and other intangibles.

Net Interest Expense.  Net interest expense includes interest relating to our outstanding indebtedness, amortization of bond discount and amortization of deferred debt financing costs, net of interest income and realized gain relating to a prior interest rate swap and the reclassification of amounts recorded in accumulated other comprehensive loss related to the swap.

Loss on Extinguishment of Debt.  Loss on extinguishment of debt includes costs relating to the retirement of indebtedness, including repurchase premium and write-off of deferred debt financing costs.

21

Non-GAAP Financial Measures

Certain disclosures in this report include non-GAAP financial measures.  A non-GAAP financial measure is defined as a numerical measure of our financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in our consolidated balance sheets and related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows.

EBITDA is a measure used by management to measure operating performance.  We define EBITDA as net income before net interest expense (as defined above), income taxes, depreciation and amortization and loss on extinguishment of debt (as defined above). Management believes that it is useful to eliminate net interest expense, income taxes, depreciation and amortization and loss on extinguishment of debt because it allows management to focus on what it deems to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from operations. We use EBITDA in our business operations, among other things, to evaluate our operating performance, develop budgets and measure our performance against those budgets, determine employee bonuses and evaluate our cash flows in terms of cash needs. We also present EBITDA because we believe it is a useful indicator of our historical debt capacity and ability to service debt and because covenants in our credit facility and our senior notes indenture contain ratios based on this measure.  As a result, internal management reports used during monthly operating reviews feature the EBITDA metric. However, management uses this metric in conjunction with traditional GAAP operating performance and liquidity measures as part of its overall assessment of company performance and liquidity and therefore does not place undue reliance on this measure as its only measure of operating performance and liquidity.

EBITDA is not a recognized term under GAAP and does not purport to be an alternative to operating income or net income as an indicator of operating performance or any other GAAP measure. EBITDA is not a complete net cash flow measure because EBITDA is a measure of liquidity that does not include reductions for cash payments for an entity’s obligation to service its debt, fund its working capital, capital expenditures and acquisitions and pay its income taxes and dividends. Rather, EBITDA is a potential indicator of an entity’s ability to fund these cash requirements. EBITDA is not a complete measure of an entity’s profitability because it does not include costs and expenses for depreciation and amortization, interest and related expenses, loss on extinguishment of debt and income taxes. Because not all companies use identical calculations, this presentation of EBITDA may not be comparable to other similarly titled measures of other companies. However, EBITDA can still be useful in evaluating our performance against our peer companies because management believes this measure provides users with valuable insight into key components of GAAP amounts.

A reconciliation of EBITDA to net income and to net cash provided by operating activities for the third quarter and first three quarters of 2012 and 2011 along with the components of EBITDA follows (in thousands):

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	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	September 29, 2012			October 1, 2011			September 29, 2012			October 1, 2011
Net income	$	16,897		$	12,084		$	49,701		$	37,988
Income tax expense	9,429			6,681			26,041			19,662
Interest expense, net	11,994			8,323			35,845			24,854
Depreciation and amortization	4,529			4,038			13,443			11,964
Loss on extinguishment of debt	—			—			—			—
EBITDA	42,849			31,126			125,030			94,468
Income tax expense	(9,429		)	(6,681		)	(26,041		)	(19,662		)
Interest expense, net	(11,994		)	(8,323		)	(35,845		)	(24,854		)
Deferred income taxes	4,345			2,527			10,967			12,647
Amortization of deferred financing costs and bond discount	1,257			500			3,771			1,500
Realized gain on interest rate swap	—			—			—			(612		)
Reclassification to net interest expense for interest rate swap	—			423			—			1,270
Share-based compensation expense	871			825			2,900			2,697
Excess tax benefits from share-based compensation	(43		)	—			(8,031		)	(1,117		)
Changes in assets and liabilities	(16,160		)	(7,285		)	(19,255		)	(27,044		)
Net cash provided by operating activities	$	11,696		$	13,112		$	53,496		$	39,293

Third quarter of 2012 compared to the third quarter of 2011.

Net Sales.  Net sales increased $21.1 million or 15.9% to $154.2 million for the third quarter of 2012 from $133.0 million for the third quarter of 2011.  The Culver Specialty Brands, which we acquired at the end of November 2011, contributed $20.2 million to our net sales for the quarter.  For our base business, a sales price increase of $3.5 million partially offset by a $2.6 million unit volume decrease resulted in a net sales increase of $0.9 million.

Net sales of our Las Palmas, Maple Grove Farms of Vermont, Ortega, Ac’cent and B&M products increased by $1.2 million, $0.9 million, $0.4 million, $0.4 million and $0.4 million or 15.9%, 5.0%, 1.2%, 8.7%  and 7.5%, respectively.  These increases were offset by a reduction in net sales of B&G and Cream of Wheat products of $1.3 million and $0.9 million or 17.4% and 5.8%, respectively.  In the aggregate, net sales for all other brands decreased $0.2 million or 0.6%.

Gross Profit.  Gross profit increased $13.8 million or 33.4% to $55.3 million for the third quarter of 2012 from $41.5 million for the third quarter of 2011.  Gross profit expressed as a percentage of net sales increased 4.7 percentage points to 35.9% in the third quarter of 2012 from 31.2% in the third quarter of 2011.  The increase in gross profit expressed as a percentage of net sales was primarily attributable to pricing gains of $3.5 million and a sales mix shift to higher margin products (primarily due to the Culver Specialty Brands acquisition), partially offset by commodity cost increases.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses increased $2.2 million or 17.4% to $14.9 million for the third quarter of 2012 from $12.7 million for the third quarter of 2011.  This increase is primarily due to increases in marketing and selling expenses of $1.6 million, warehousing expenses of $0.3 million, professional fees of $0.2 million and all other expenses of $0.1 million.  Expressed as a percentage of net sales, our selling, general and administrative expenses increased 0.1 percentage points to 9.7% for the third quarter of 2012 from 9.6% for the third quarter of 2011.

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Amortization Expense.  Amortization expense increased $0.4 million or 23.5% to $2.0 million for the third quarter of 2012 from $1.6 million for the third quarter of 2011.  The increase is due to the Culver Specialty Brands acquisition.

Operating Income.  As a result of the foregoing, operating income increased $11.2 million or 41.5% to $38.3 million for the third quarter of 2012 from $27.1 million for the third quarter of 2011.  Operating income expressed as a percentage of net sales increased to 24.9% in the third quarter of 2012 from 20.4% in the third quarter of 2011.

Net Interest Expense.  Net interest expense increased $3.7 million or 44.1% to $12.0 million for the third quarter of 2012 from $8.3 million in the third quarter of 2011.  The increase in net interest expense in the third quarter of 2012 was primarily attributable to an increase in our indebtedness to finance the Culver Specialty Brands acquisition, and an additional $0.8 million of amortization of deferred debt financing costs and bond discount relating to the acquisition financing.  See “—Liquidity and Capital Resources—Debt” below.

Income Tax Expense.  Income tax expense increased $2.7 million to $9.4 million for the third quarter of 2012 from $6.7 million for the third quarter of 2011.  Our effective tax rate was 35.8% for the third quarter of 2012 and 35.6% for the third quarter of 2011.

First three quarters of 2012 compared to first three quarters of 2011.

Net Sales.  Net sales increased $66.2 million or 16.8% to $460.1 million for the first three quarters of 2012 from $393.9 million for the first three quarters of 2011.  Net sales of the Culver Specialty Brands, which we acquired at the end of November 2011, contributed $65.3 million to our net sales for the first three quarters of 2012.  Net sales for our base business increased $0.9 million, with a sales price increase of $10.3 million offset by a $9.4 million unit volume decline for our base business.

Net sales of our lines of Ortega, Maple Grove Farms of Vermont, Las Palmas, B&M and Ac’cent products increased in the amounts of $3.6 million, $2.5 million, $0.9 million, $0.6 million and $0.5 million or 3.7%, 4.6%, 3.7%, 3.2% and 3.3%, respectively.  These increases were offset by a reduction in net sales of our B&G, Cream of Wheat, Underwood, Don Pepino and Polaner products of $3.3 million, $1.8 million, $0.9 million, $0.6 million and $0.5 million or 12.8%, 3.9%, 5.3%, 5.3% and 1.8%.  In the aggregate, net sales for all other brands decreased $0.1 million, or 0.1%.

Gross Profit.  Gross profit increased $35.4 million or 27.5% to $163.9 million for the first three quarters of 2012 from $128.5 million for the first three quarters of 2011.  Gross profit expressed as a percentage of net sales increased 3.0 percentage points to 35.6% in the first three quarters of 2012 from 32.6% in the first three quarters of 2011.  This increase in gross profit expressed as a percentage of net sales was primarily attributable to pricing gains of $10.3 million and a sales mix shift to higher margin products (primarily due to the Culver Specialty Brands acquisition), partially offset by commodity cost increases.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses increased $5.1 million or 12.5% to $46.2 million for the first three quarters of 2012 from $41.1 million for the first three quarters of 2011.  The increase is primarily due to increases in marketing and selling expenses of $3.8 million, warehousing of $0.6 million, professional fees of $0.3 million and all other expenses of $0.4 million.  Expressed as a percentage of net sales, our selling, general and administrative expenses decreased to 10.0% for the first three quarters of 2012 from 10.5% for the first three quarters of 2011.

Amortization Expense.  Amortization expense increased $1.2 million to $6.1 million for the first three quarters of 2012 from $4.9 million for the first three quarters of 2011.  The increase is due to the Culver Specialty Brands acquisition.

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Operating Income.  As a result of the foregoing, operating income increased $29.1 million or 35.3% to $111.6 million for the first three quarters of 2012 from $82.5 million for the first three quarters of 2011.  Operating income expressed as a percentage of net sales increased to 24.3% in the first three quarters of 2012 from 20.9% in the first three quarters of 2011.

Net Interest Expense.  Net interest expense increased $11.0 million or 44.2% to $35.8 million for the first three quarters of 2012 from $24.9 million in the first three quarters of 2011.  The increase in net interest expense in the first three quarters of 2012 was primarily attributable to an increase in our indebtedness to finance the Culver Specialty Brands acquisition, and an additional $2.3 million of amortization of deferred debt financing costs and bond discount relating to the acquisition financing. See “—Liquidity and Capital Resources—Debt” below.

Income Tax Expense.  Income tax expense increased $6.4 million to $26.0 million for the first three quarters of 2012 from $19.7 million for the first three quarters of 2011.  Our effective tax rate was 34.4% for the first three quarters of 2012 and 34.1% for the first three quarters of 2011.  The effective tax rate has been impacted in 2012 and 2011 by decreases in our blended state tax rate.  During the second quarter of 2012, a change in the group of states in which we are subject to state income taxes caused a decrease in our blended state tax rate, resulting in a deferred tax benefit of $0.9 million.  During the second quarter of 2011, changes in state tax laws impacting apportionment rates caused a decrease in our blended state tax rate, resulting in a deferred tax benefit of $1.1 million.

Liquidity and Capital Resources

Our primary liquidity requirements include debt service, capital expenditures and working capital needs.  See also, “Dividend Policy” and “Commitments and Contractual Obligations” below.  We fund our liquidity requirements, as well as our dividend payments and financing for acquisitions, primarily through cash generated from operations and external sources of financing, including our revolving credit facility.

Cash Flows.  Net cash provided by operating activities increased $14.2 million to $53.5 million for the first three quarters of 2012 from $39.3 million for the first three quarters of 2011.  The increase in net cash provided by operating activities in the first three quarters of 2012 as compared to the first three quarters of 2011 was due to an increase in working capital primarily due to our payment in January 2011 of $12.4 million, including $1.0 million of accrued interest, to terminate our interest rate swap and an increase in net income of $11.7 million, primarily attributable to the Culver Specialty Brands acquisition.

Net cash used in investing activities for the first three quarters of 2012 increased $0.9 million to $7.8 million from $6.9 million for the first three quarters of 2011.  During the first three quarters of 2012, our net cash used in investing activities included $7.7 million of capital expenditures and $0.2 million for the acquisition of a business.  Net cash used in investing activities for the first three quarters of 2011 consisted entirely of capital spending.  Capital expenditures in the first three quarters of 2012 and 2011 included expenditures for building improvements, purchases of manufacturing and computer equipment and capitalized interest.

Net cash used in financing activities for the first three quarters of 2012 increased $14.1 million to $47.1 million from $33.0 million for the first three quarters of 2011.  The increase was attributable to an increase in dividend payments of $8.9 million, an increase in payments of tax withholding on behalf of employees for net share settlement of share-based compensation of $8.5 million and scheduled principal payments of tranche A and tranche B term loans of $7.3 million, partially offset by an increase in excess tax benefits from share-based compensation of $6.9 million.  In addition, during the first three quarters of 2011, we paid $3.7 million to repurchase shares of common stock.  We did not repurchase any shares of common stock during the first three quarters of 2012.

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Based on a number of factors, including our trademark, goodwill and other intangible assets amortization for tax purposes from our prior acquisitions, we realized a significant reduction in cash taxes in fiscal 2011 and 2010 as compared to our tax expense for financial reporting purposes.  We believe that we will realize a benefit to our cash taxes payable from amortization of our trademarks, goodwill and other intangible assets for the taxable years 2012 through 2026.  If there is a change in U.S. federal tax policy that reduces any of these available deductions or results in an increase in our corporate tax rate, our cash taxes payable may increase further, which could significantly reduce our future cash and impact our ability to make interest and dividend payments.

Dividend Policy

Our dividend policy reflects a basic judgment that our stockholders would be better served if we distributed a substantial portion of our cash available to pay dividends to them instead of retaining it in our business.  Under this policy, a substantial portion of the cash generated by our company in excess of operating needs, interest and principal payments on indebtedness, capital expenditures sufficient to maintain our properties and other assets is in general distributed as regular quarterly cash dividends (up to the intended dividend rate as determined by our board of directors) to the holders of our common stock and not retained by us.  We have paid dividends every quarter since our initial public offering in October 2004.

Beginning with the quarterly dividend declared on October 16, 2012 and payable on January 30, 2013, our board of directors increased the current dividend rate to $0.29 per share per quarter (or $1.16 per share per annum).  Our board of directors declared quarterly dividends of $0.27 per share of common stock during each of the first three quarters of fiscal 2012, $0.23 per share of common stock during the fourth quarter of fiscal 2011 and $0.21 per share of common stock during each of the first three quarters of fiscal 2011.

Dividend payments, however, are not mandatory or guaranteed and holders of our common stock do not have any legal right to receive, or require us to pay, dividends.  Furthermore, our board of directors may, in its sole discretion, amend or repeal this dividend policy.  Our board of directors may decrease the level of dividends below the intended dividend rate or discontinue entirely the payment of dividends.  Future dividends with respect to shares of our common stock depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, business opportunities, acquisition opportunities, the condition of the debt and equity financing markets, provisions of applicable law and other factors that our board of directors may deem relevant.  Our board of directors is free to depart from or change our dividend policy at any time and could do so, for example, if it was to determine that we have insufficient cash to take advantage of growth opportunities.  In addition, over time, our EBITDA and capital expenditure, working capital and other cash needs will be subject to uncertainties, which could impact the level of dividends, if any, we pay in the future.  Our senior notes indenture and the terms of our credit agreement contain significant restrictions on our ability to make dividend payments.  In addition, certain provisions of the Delaware General Corporation Law may limit our ability to pay dividends.

As a result of our dividend policy, we may not retain a sufficient amount of cash to finance growth opportunities or unanticipated capital expenditure needs or to fund our operations in the event of a significant business downturn.  We may have to forego growth opportunities or capital expenditures that would otherwise be necessary or desirable if we do not find alternative sources of financing.  If we do not have sufficient cash for these purposes, our financial condition and our business will suffer.

For the first three quarters of 2012 and 2011, we had cash flows provided by operating activities of $53.5 million and $39.3 million, and distributed $37.1 million and $28.2 million, respectively, as dividends. Our aggregate dividend payments in fiscal 2012 will be approximately $50.2 million.  If our cash flows from operating activities for future periods were to fall below our minimum expectations (or if our assumptions as to capital expenditures or interest expense were too low or our assumptions as to the sufficiency of our revolving credit facility to finance our working capital needs were to prove incorrect), we would need either to further reduce or eliminate dividends

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or, to the extent permitted under our senior notes indenture and the terms of our credit agreement, fund a portion of our dividends with borrowings or from other sources.  If we were to use working capital or permanent borrowings to fund dividends, we would have less cash and/or borrowing capacity available for future dividends and other purposes, which could negatively impact our financial position, our results of operations, our liquidity and our ability to maintain or expand our business.

Acquisitions

Our liquidity and capital resources have been significantly impacted by acquisitions and may be impacted in the foreseeable future by additional acquisitions.  As discussed elsewhere in this report, as part of our growth strategy we plan to expand our brand portfolio with disciplined acquisitions of complementary brands.  We have historically financed acquisitions with borrowings and cash flows from operating activities.  As a result, our interest expense has in the past increased as a result of additional indebtedness we have incurred in connection with acquisitions, including in connection with the Culver Specialty Brands acquisition, and will increase with any additional indebtedness we may incur to finance future acquisitions.  The impact of future acquisitions, whether financed with additional indebtedness or otherwise, may have a material impact on our liquidity.

On September 19, 2012, we announced an agreement to acquire the New York Style and Old London brands from Chipita America, Inc. for approximately $62.5 million in cash.  The acquisition includes a manufacturing facility in Yadkinville, North Carolina.  We anticipate the acquisition to close during the fourth quarter of 2012.  We expect to fund all or a portion of the purchase price and related fees and expenses with the proceeds of the equity offering completed on October 9, 2012 and described under “Common Stock Offering” below.

Debt

Senior Secured Credit Agreement.  On November 30, 2011, in connection with the Culver Specialty Brands acquisition, we entered into a new senior secured credit agreement, which includes a $200.0 million revolving credit facility, $150.0 million of tranche A term loans and $225.0 million of tranche B term loans.  The proceeds of the term loan borrowings, $25.0 million of revolving loans, and cash on hand were used to repay all $130.0 million of outstanding borrowings under our prior credit agreement, fund the acquisition purchase price and pay related transaction fees and expenses.  At September 29, 2012, there were no outstanding loans under our revolving credit facility and the available borrowing capacity under the facility, net of outstanding letters of credit, was $199.5 million. The credit agreement is secured by substantially all of our and our domestic subsidiaries’ assets except our and our domestic subsidiaries’ real property.

The tranche A term loans are subject to principal amortization at the following rates: 5% in the first year, 10% in the second year and 15% in each of the third and fourth years.  The balance of all borrowings under the tranche A term loan facility are due and payable at maturity on November 30, 2016.  The tranche B term loans are subject to principal amortization at the rate of 1% annually with the balance due at maturity on November 30, 2018.  The revolving credit facility matures on November 30, 2016.

Interest under the revolving credit facility, including any outstanding letters of credit, and under the tranche A term loan facility, is determined based on alternative rates that we may choose in accordance with the credit agreement, including a base rate per annum plus an applicable margin ranging from 1.50% to 2.00%, and LIBOR plus an applicable margin ranging from 2.50% to 3.00%, in each case depending on our consolidated leverage ratio.  Interest under the tranche B term loan facility is determined based on alternative rates that we may choose in accordance with the credit agreement, including a base rate per annum plus an applicable margin of 2.50%, and LIBOR plus an applicable margin of 3.50%, in each case subject to a 1.0% LIBOR floor.

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For further information regarding our senior secured credit agreement, including a description of optional and mandatory prepayment terms and financial and restrictive covenants, see Note 5, “Long-term Debt,” to our consolidated financial statements in Part I, Item 1 of this report.

7.625% Senior Notes due 2018.  In January 2010, we issued $350.0 million aggregate principal amount of 7.625% senior notes due 2018 at a public offering price of 99.271% of face value.  The original issue discount of $2.6 million and debt financing costs are being amortized over the life of the senior notes as interest expense.  Interest on the senior notes is payable on January 15 and July 15 of each year.  The senior notes will mature on January 15, 2018, unless earlier retired or redeemed as permitted or required by the terms of the indenture governing the senior notes as described in Note 5 to our consolidated financial statements in Part I, Item 1 of this report.  We may also, from time to time, seek to retire senior notes through cash repurchases of senior notes and/or exchanges of senior notes for equity securities, in open market purchases, privately negotiated transactions or otherwise.  Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.  The amounts involved may be material.  See Note 5 to our consolidated financial statements for a more detailed description of the senior notes.

Common Stock Offering

On October 9, 2012, we completed an underwritten public offering of 4,173,540 shares of our common stock.  The proceeds of the offering were approximately $120.3 million, after deducting underwriting discounts and commissions and other estimated offering expenses.  We expect to use the net proceeds of the offering for general corporate purposes, which may include among other things, the payment of all or a portion of the purchase price and related transaction costs for the recently announced acquisition of the New York Style and Old London brands or any future acquisitions, and the repayment or retirement of a portion of our long-term debt.

Future Capital Needs

We are highly leveraged.  On September 29, 2012, our total long-term debt of $713.4 million, net of our cash and cash equivalents of $15.4 million, was $698.0 million.  Stockholders’ equity as of that date was $246.7 million.

Our ability to generate sufficient cash to fund our operations depends generally on our results of operations and the availability of financing.  Our management believes that our cash and cash equivalents on hand, cash flow from operating activities and available borrowing capacity under our revolving credit facility will be sufficient for the foreseeable future to fund operations, meet debt service requirements, fund capital expenditures, make future acquisitions, if any, and pay our anticipated quarterly dividends on our common stock.

We expect to make capital expenditures of approximately $11.0 million to 12.0 million in the aggregate during fiscal 2012, $7.7 million of which have already been made during the first three quarters.

Seasonality

Sales of a number of our products tend to be seasonal and may be influenced by holidays, changes in seasons or other annual events.  In the aggregate, however, sales of our products are not heavily weighted to any particular quarter due to the offsetting nature of demands for our diversified product portfolio.  Sales during the fourth quarter are generally greater than those of the preceding three quarters.

We purchase most of the produce used to make our shelf-stable pickles, relishes, peppers, tomatoes and other related specialty items during the months of July through October, and we generally purchase

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substantially all of our maple syrup requirements during the months of April through August.  Consequently, our liquidity needs are greatest during these periods.

Inflation

We have seen during the first three quarters of 2012 and may continue to see during the last quarter of 2012 cost increases for raw materials in the marketplace.  We manage this risk by entering into short-term supply contracts and advance commodities purchase agreements from time to time, and if necessary, by raising prices.  We are currently locked into pricing and supply for substantially all of our major commodities (other than maple syrup) through 2012 at a cost increase of less than 2.0% of projected 2012 cost of goods sold.  During 2010 and 2011, through sales price increases and cost saving efforts we have been more than able to offset the impact of recent commodity and transportation cost increases.  We expect to be able to do the same during fiscal 2012.  However, to the extent we are unable to offset present and future cost increases, our operating results will be negatively impacted.

Contingencies

See Note 10, “Commitments and Contingencies,” to our consolidated financial statements in Part I, Item 1 of this report.

Recent Accounting Pronouncements

See Note 2, “Summary of Significant Accounting Policies — Recently Issued Accounting Standards,” to our consolidated financial statements in Part I, Item 1 of this report.

Off-balance Sheet Arrangements

As of September 29, 2012, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Commitments and Contractual Obligations

Our contractual obligations and commitments principally include obligations associated with our outstanding indebtedness, future minimum operating lease obligations and future pension obligations.  During the first three quarters of 2012, there were no material changes outside the ordinary course of business in the specified contractual obligations set forth in the Commitments and Contractual Obligations table in our 2011 Annual Report on Form 10-K.

Forward-Looking Statements

This report includes forward-looking statements, including without limitation the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  The words “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “projects” and similar expressions are intended to identify forward-looking statements.  These forward looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance and achievements, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by any forward-looking statements.  We believe important factors that could cause actual results to differ materially from our expectations include the following:

·our substantial leverage;

·the effects of rising costs for our raw materials, packaging and ingredients;

·crude oil prices and their impact on distribution, packaging and energy costs;

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·our ability to successfully implement sales price increases and cost saving measures to offset any cost increases;

·intense competition, changes in consumer preferences, demand for our products and local economic and market conditions;

·our continued ability to promote brand equity successfully, to anticipate and respond to new consumer trends, to develop new products and markets, to broaden brand portfolios in order to compete effectively with lower priced products and in markets that are consolidating at the retail and manufacturing levels and to improve productivity;

·the risks associated with the expansion of our business;

·our possible inability to integrate any businesses we acquire;

·our ability to access the credit markets and our borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of our competitors;

·the effects of currency movements of the Canadian dollar as compared to the U.S. dollar;

·other factors that affect the food industry generally, including:

·recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products;

·competitors’ pricing practices and promotional spending levels;

·fluctuations in the level of our customers’ inventories and credit and other business risks related to our customers operating in a challenging economic and competitive environment; and

·the risks associated with third-party suppliers and co-packers, including the risk that any failure by one or more of our third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt our supply of raw materials or certain finished goods products or injure our reputation; and

·other factors discussed elsewhere in this report and in our other public filings with the SEC, including under Item 1A, “Risk Factors,” in our 2011 Annual Report on Form 10-K.

Developments in any of these areas could cause our results to differ materially from results that have been or may be projected by or on our behalf.

All forward-looking statements included in this report are based on information available to us on the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this report.

We caution that the foregoing list of important factors is not exclusive.  We urge investors not to unduly rely on forward-looking statements contained in this report.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Our principal market risks are exposure to changes in commodity prices, interest rates on borrowings and foreign currency exchange rates.

Commodity Prices and Inflation.  The information under the heading “Inflation” in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is incorporated herein by reference.

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Interest Rate Risk.  In the normal course of operations, we are exposed to market risks relating to our long-term debt arising from adverse changes in interest rates.  Market risk is defined for these purposes as the potential change in the fair value of a financial asset or liability resulting from an adverse movement in interest rates.

Changes in interest rates impact our fixed and variable rate debt differently.  For fixed rate debt, a change in interest rates will only impact the fair value of the debt, whereas for variable rate debt, a change in the interest rates will impact interest expense and cash flows.  At September 29, 2012, we had $350.0 million of fixed rate debt and $365.1 million of variable rate debt.

Based upon our principal amount of long-term debt outstanding at September 29, 2012, a hypothetical 1.0% increase in interest rates would have affected our annual interest expense by approximately $2.0 million and a 1.0% decrease in interest rates would have affected our annual interest expense by approximately $1.4 million.

The carrying values and fair values of our term loan borrowings and senior notes as of September 29, 2012 and December 31, 2011 are as follows (in thousands):

	September 29, 2012			December 31, 2011
	Carrying Value		Fair Value(1)	Carrying Value		Fair Value(1)
Tranche A Term Loan due 2016	143,783	(2)	144,375	149,266	(2)	150,000
Tranche B Term Loan due 2018	221,303	(2)	225,322	222,773	(2)	226,125
7.625% Senior Notes due 2018	348,308	(2)	378,000	348,068	(2)	372,750

(1)Fair values are estimated based on quoted market prices.

(2)The carrying values of the tranche A term loan, tranche B term loan and 7.625% senior notes are net of discount.  The outstanding principal amounts of the tranche A term loan, tranche B term loan and senior notes as of September 29, 2012 are $144.4 million, $223.3 million and $350.0 million, respectively.  The outstanding principal amounts of the tranche A term loan, tranche B term loan and senior notes as of December 31, 2011 were $150.0 million, $225.0 million and $350.0 million, respectively.

The information under the heading “Inflation” in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” is incorporated herein by reference.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures.  As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, our management, including our chief executive officer and our chief financial officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.  As defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, disclosure controls and procedures are controls and other procedures that we use that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on that evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

31

Changes in Internal Control Over Financial Reporting.  As required by Rule 13a-15(d) under the Exchange Act, our management, including our chief executive officer and our chief financial officer, also conducted an evaluation of our internal control over financial reporting to determine whether any change occurred during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  Based on that evaluation, our chief executive officer and our chief financial officer concluded that there has been no change during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls.  Our company’s management, including the chief executive officer and chief financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.  The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.  Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.  The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Projections of any evaluation of controls effectiveness to future periods are subject to risks.  Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

32

PART II

OTHER INFORMATION

Item 1.Legal Proceedings

The information set forth under the heading “Legal Proceedings” in Note 10 of Notes to Consolidated Financial Statements in Part I, Item 1 of this quarterly report on Form 10-Q is incorporated herein by reference.

Item 1A.Risk Factors

We do not believe there have been any material changes in our risk factors as previously disclosed in our 2011 Annual Report on Form 10-K.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3.Defaults Upon Senior Securities

Not applicable.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

Not applicable.

Item 6.Exhibits

EXHIBIT NO.	DESCRIPTION
31.1	Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of the Chief Executive Officer.
31.2	Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 of the Chief Financial Officer.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer and Chief Financial Officer.
101.1	The following financial information from B&G Foods’ Quarterly Report on Form 10-Q for the quarter ended September 29, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) Notes to Consolidated Financial Statements, and (vi) document and entity information.

33

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: October 25, 2012	B&G FOODS, INC.
	By:	/s/ Robert C. Cantwell
		Robert C. Cantwell
		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer and Authorized Officer)

34

EX-31.1

Exhibit 31.1

CERTIFICATION BY CHIEF EXECUTIVE OFFICER

I, David L. Wenner, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of B&G Foods, Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))  and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 (a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  October 25, 2012

/s/ David L. Wenner

David L. Wenner

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION BY CHIEF FINANCIAL OFFICER

I, Robert C. Cantwell, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of B&G Foods, Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))  and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  October 25, 2012

/s/ Robert C. Cantwell

Robert C. Cantwell

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of B&G Foods, Inc. (the “Company”) on Form 10-Q for the period ending September 29, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David L. Wenner, Chief Executive Officer of the Company, and I, Robert C. Cantwell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)           The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ David L. Wennner

David L. Wenner

Chief Executive Officer

October 25, 2012

/s/ Robert C. Cantwell

Robert C. Cantwell

Chief Financial Officer

October 25, 2012

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Fair Value Measurements (Details) (USD $)	Sep. 29, 2012	Dec. 31, 2011
7.625% Senior Notes due 2018
Financial assets and liabilities at fair value
Interest rate (as a percent)	7.625%
Fair value measured on recurring basis | Tranche A Term loan due 2016
Financial assets and liabilities at fair value
Face amount of senior notes	$ 144,400,000	$ 150,000,000
Fair value measured on recurring basis | Tranche B Term loan due 2018
Financial assets and liabilities at fair value
Face amount of senior notes	223,300,000	225,000,000
Fair value measured on recurring basis | 7.625% Senior Notes due 2018
Financial assets and liabilities at fair value
Face amount of senior notes	350,000,000	350,000,000
Interest rate (as a percent)	7.625%
Fair value measured on recurring basis | Carrying Value | Tranche A Term loan due 2016
Financial assets and liabilities at fair value
Fair values and carrying amount of term loan and senior notes	143,783,000	149,266,000
Fair value measured on recurring basis | Carrying Value | Tranche B Term loan due 2018
Financial assets and liabilities at fair value
Fair values and carrying amount of term loan and senior notes	221,303,000	222,773,000
Fair value measured on recurring basis | Carrying Value | 7.625% Senior Notes due 2018
Financial assets and liabilities at fair value
Fair values and carrying amount of term loan and senior notes	348,308,000	348,068,000
Interest rate (as a percent)	7.625%
Fair value measured on recurring basis | Fair Value | Tranche A Term loan due 2016
Financial assets and liabilities at fair value
Fair values and carrying amount of term loan and senior notes	144,375,000	150,000,000
Fair value measured on recurring basis | Fair Value | Tranche B Term loan due 2018
Financial assets and liabilities at fair value
Fair values and carrying amount of term loan and senior notes	225,322,000	226,125,000
Fair value measured on recurring basis | Fair Value | 7.625% Senior Notes due 2018
Financial assets and liabilities at fair value
Fair values and carrying amount of term loan and senior notes	$ 378,000,000	$ 372,750,000

XML

Share-Based Payments (Details 2) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 29, 2012	Sep. 29, 2012	Oct. 01, 2011
Number of shares of common stock issued upon the vesting
Shares of common stock issued for other share based compensation, net of shares withheld to fund statutory minimum tax withholding		9,394	9,008
Total shares of common stock issued		687,093	278,109
Other disclosure
Excess tax benefit recorded to additional paid in capital		$ 8,031	$ 1,117
Non-Employee Directors
Number of shares of common stock issued upon the vesting
Total shares of common stock issued		17,436	17,796
Performance share long Term incentive awards
Number of Shares
Balance at the beginning of the period (in shares)		1,985,697
Granted (in shares)		159,722
Vested (in shares)		(1,124,205)	(403,431)
Balance at the end of the period (in shares)	1,021,214	1,021,214
Number of shares of common stock issued upon the vesting
Balance at the beginning of the period (in dollars per share)		$ 5.25
Granted (in dollars per share)		$ 20.34
Vested (in dollars per share)		$ 2.30
Balance at the end of the period (in dollars per share)	$ 10.86	$ 10.86
Number of performance shares vested		1,124,205	403,431
Shares withheld to fund statutory minimum tax withholding		463,942	152,126
Total shares of common stock issued		660,263	251,305
Other disclosure
Excess tax benefit recorded to additional paid in capital	$ 43	$ 8,031	$ 1,117
Performance share long Term incentive awards | Maximum
Number of shares of common stock issued upon the vesting
Percentage of target number of shares that may be earned, maximum	300.00%	300.00%
Performance share long Term incentive awards | Minimum
Number of shares of common stock issued upon the vesting
Percentage of target number of shares that may be earned, maximum	200.00%	200.00%

XML

Business and Credit Concentrations and Geographic Information (Details)	9 Months Ended									9 Months Ended	12 Months Ended
	Sep. 29, 2012 customer	Sep. 29, 2012 Net sales Consolidated net sales	Oct. 01, 2011 Net sales Consolidated net sales	Sep. 29, 2012 Net sales Consolidated net sales Wal-Mart	Oct. 01, 2011 Net sales Consolidated net sales Wal-Mart	Sep. 29, 2012 Net sales Consolidated net sales Top ten customers	Oct. 01, 2011 Net sales Consolidated net sales Top ten customers	Sep. 29, 2012 Accounts receivable Consolidated net sales Top ten customers	Dec. 31, 2011 Accounts receivable Consolidated net sales Top ten customers	Sep. 29, 2012 Accounts receivable Trade accounts receivable	Dec. 31, 2011 Accounts receivable Trade accounts receivable	Sep. 29, 2012 Accounts receivable Trade accounts receivable Wal-Mart	Dec. 31, 2011 Accounts receivable Trade accounts receivable Wal-Mart
Business and Credit Concentrations and Geographic Information
Percentage of concentration risk				19.80%	17.10%	51.30%	50.80%	56.00%	53.20%			15.30%	14.40%
Maximum percentage of net sales to foreign countries		2.40%	1.00%
Threshold for further disclosure regarding major customers (as a percent)		10.00%	10.00%							10.00%	10.00%
Number of top customers	10

XML

Nature of Operations (Details) (USD $)	3 Months Ended		9 Months Ended			3 Months Ended	9 Months Ended
	Sep. 29, 2012	Oct. 01, 2011	Sep. 29, 2012 product	Oct. 01, 2011	Sep. 29, 2012 Customer Relationship Intangibles Y	Oct. 01, 2011 Culver Specialty Brands acquisition	Oct. 01, 2011 Culver Specialty Brands acquisition	Nov. 30, 2011 Culver Specialty Brands acquisition	Sep. 30, 2012 New York Style and Old London brands
Nature of Operations
Number of branded household products			2
Business Acquisition
Maximum estimated useful life (in years)					20
Purchase price of business acquisition								$ 326,000,000
Estimated fair value of the net assets acquired
Deferred taxes								87,000
Equipment								129,000
Inventory								7,501,000
Goodwill								9,083,000
Customer relationship intangibles-amortizable intangible assets								30,800,000
Trademarks-indefinite life intangible assets								278,400,000
Total								326,000,000
Cash paid									62,500,000
Unaudited Pro Forma Summary of Operations
Net sales	154,155,000	133,010,000	460,106,000	393,868,000
Net sales						153,744,000	459,552,000
Net income						$ 14,471,000	$ 46,169,000
Basic earnings per share (in dollars per share)						$ 0.30	$ 0.96
Diluted earnings per share (in dollars per share)						$ 0.30	$ 0.95

XML

Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 29, 2012

Goodwill and Other Intangible Assets

Schedule of goodwill and other intangible assets

	September 29, 2012			December 31, 2011
Goodwill beginning balance	$	262,827		$	253,744
Acquisition of business	150			9,083
Goodwill	$	262,977		$	262,827
Non-amortizable intangible assets:
Trademarks	$	506,400		$	506,400
Amortizable intangible assets:
Customer relationships	$	160,240		$	160,240
Other intangible assets	150			150
	160,390			160,390
Less: accumulated amortization	(38,335		)	(32,268		)
Amortizable intangible assets, net	122,055			128,122
Total other intangible assets, net	$	628,455		$	634,522

XML

Subsequent Events (Details) (Issuance of Equity [Member], USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended
	Oct. 09, 2012
Issuance of Equity [Member]
Subsequent events
Shares issued in public offering	4,173,540
Proceeds from issuance of common stock after deducting underwriting discounts, commissions and other expenses	$ 120.3

XML

Pension Benefits (Details) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 29, 2012	Oct. 01, 2011	Sep. 29, 2012	Oct. 01, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Components of Net periodic cost
Service cost benefits earned during the period	$ 602,000	$ 525,000	$ 1,790,000	$ 1,418,000
Interest cost on projected benefit obligation	512,000	538,000	1,524,000	1,513,000
Expected return on plan assets	(734,000)	(688,000)	(2,184,000)	(1,941,000)
Amortization of unrecognized prior service cost	11,000	11,000	33,000	33,000
Amortization of loss	244,000	133,000	678,000	273,000
Net periodic pension cost	635,000	519,000	1,841,000	1,296,000
Pension expense relating to multi-employer plan					1,000,000	1,100,000	1,100,000
Maximum contribution to multi-employer plan (as a percent)	5.00%		5.00%
Surcharge payable on hours worked applicable for initial critical year of plan (as a percent)			5.00%
Surcharge payable on hours worked applicable for succeeding plan years (as a percent)			10.00%
Matching component of contribution by employer to defined contribution plan			3,600,000
Anticipated contribution in fiscal year 2012	$ 600,000		$ 600,000

XML

Long-term Debt (Details) (USD $)	3 Months Ended	9 Months Ended		9 Months Ended					3 Months Ended	1 Months Ended	3 Months Ended	9 Months Ended	3 Months Ended				9 Months Ended				3 Months Ended				9 Months Ended		3 Months Ended			1 Months Ended	9 Months Ended
	Mar. 31, 2012	Sep. 29, 2012 quarter	Dec. 31, 2011	Sep. 29, 2012 Greater than or equal to 3.00 to 1.00	Sep. 29, 2012 Less than 3.00 to 1.00	Sep. 29, 2012 Less than 2.50 to 1.00	Sep. 29, 2012 Maximum Less than 3.00 to 1.00	Sep. 29, 2012 Maximum Less than 2.50 to 1.00	Mar. 31, 2012 Minimum	Nov. 30, 2011 Revolving credit facility	Sep. 29, 2012 Revolving credit facility	Sep. 29, 2012 Revolving credit facility Y	Sep. 29, 2012 Revolving credit facility Prime rate Maximum	Sep. 29, 2012 Revolving credit facility Prime rate Minimum	Sep. 29, 2012 Revolving credit facility LIBOR Maximum	Sep. 29, 2012 Revolving credit facility LIBOR Minimum	Sep. 29, 2012 Letters of credit facility	Sep. 29, 2012 Term loan due 2013	Sep. 29, 2012 Tranche A Term loan due 2016 Y	Dec. 31, 2011 Tranche A Term loan due 2016	Sep. 29, 2012 Tranche A Term loan due 2016 Prime rate Maximum	Sep. 29, 2012 Tranche A Term loan due 2016 Prime rate Minimum	Sep. 29, 2012 Tranche A Term loan due 2016 LIBOR Maximum	Sep. 29, 2012 Tranche A Term loan due 2016 LIBOR Minimum	Sep. 29, 2012 Tranche B Term loan due 2018 Y	Dec. 31, 2011 Tranche B Term loan due 2018	Sep. 29, 2012 Tranche B Term loan due 2018 Prime rate	Sep. 29, 2012 Tranche B Term loan due 2018 LIBOR	Sep. 29, 2012 Tranche B Term loan due 2018 LIBOR Minimum	Jan. 31, 2010 7.625% Senior Notes due 2018	Sep. 29, 2012 7.625% Senior Notes due 2018	Dec. 31, 2011 7.625% Senior Notes due 2018
Information related to long-term debt
Total long-term debt, net of unamortized discount		$ 713,394,000	$ 720,107,000
Current portion of long-term debt		(15,375,000)	(9,750,000)
Long-term debt, net of unamortized discount and excluding current portion		698,019,000	710,357,000																144,375,000	150,000,000					223,313,000	225,000,000					350,000,000	350,000,000
Unamortized discount		(4,294,000)	(4,893,000)																											(2,600,000)
Interest rate (as a percent)																															7.625%
Commitment fees (as a percent)											0.50%
Fronting fee (as a percent)																	0.25%
Aggregate contractual maturities of long-term debt
Rate of amortization of loan in the first year (as a percent)																			5.00%
Rate of amortization of loan in the second year (as a percent)																			10.00%
Rate of amortization of loan in the third year (as a percent)																			15.00%
Rate of amortization of loan in the fourth year ( as a percent)																			15.00%
Annual Rate of amortization of loan (as a percent)																									1.00%
Senior secured credit facility
Maximum capacity available											200,000,000	200,000,000					50,000,000		150,000,000						225,000,000
Amount of revolving loans used to repay outstanding borrowings										25,000,000
Repayment of outstanding borrowings										130,000,000
Rate of prepayment penalty to be paid in the event of repricing transaction (as a percent)																									1.00%
Senior secured leverage ratio							3.00	2.50
Mandatory prepayment as percentage of adjusted excess cash flow				50.00%	25.00%	0.00%
Interest rate added to variable base rate (as a percent)																											2.50%	3.50%
Available borrowing capacity											199,500,000	199,500,000
Interest rate on term loan (as a percent)													2.00%	1.50%	3.00%	2.50%			3.232%		2.00%	1.50%	3.00%	2.50%	4.50%				1.00%
Interest rate, description of reference rate													PRIME	PRIME	LIBOR	LIBOR					PRIME	PRIME	LIBOR	LIBOR			PRIME	LIBOR	LIBOR
Covenant Consolidated leverage ratio in 2012	6.25
Covenant Consolidated leverage ratio in 2013	6.00
Covenant Consolidated leverage ratio in 2014	5.50
Covenant Consolidated leverage ratio in 2015	5.00
Covenant Consolidated leverage ratio in 2016	4.50
Covenant Consolidated leverage ratio in 2017	4.00
Covenant Consolidated leverage ratio in 2018	4.00
Consolidated interest leverage ratio									1.75
Number of quarter senior secured leverage ratio to be maintained		4
Number of quarter consolidated leverage ratio to be maintained		4
Number of quarter consolidated interest coverage ratio to be maintained		4
Amount of incremental term loan facility																		200,000,000
Senior secured leverage ratio after utilization of incremental facility																		3.50
Information related to senior notes
Principal amount of notes																														350,000,000
Debt issuance price (as a percent)																														99.271%
Maximum redemption price as a percentage of the original principal amount in the year beginning January 15, 2014																															103.813%
Redemption price as a percentage of the principal amount if the notes are redeemed on or after January 15, 2017																															100.00%
Maximum percentage of the aggregate principal amount of notes redeemable before January 15, 2013 with net proceeds of certain equity offerings																															35.00%
Redemption price as a percentage of the principal amount of notes redeemable before January 15, 2013 with net proceeds of certain equity offerings																															107.625%
Percentage of principal amount at which notes may be required to be repurchased in event of change of control																															101.00%
Deferred financing costs capitalized																			16,300,000						16,300,000
Net deferred debt financing cost		20,000,000	23,100,000
Debt financing costs, amortization period (in years)												5							5						7
Accrued interest		$ 6,500,000	$ 13,200,000

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Share-Based Payments (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 29, 2012	Oct. 01, 2011	Sep. 29, 2012	Oct. 01, 2011
Share-based Compensation Arrangement by Share-based Payment Award
Compensation expense recognized for share-based payments	$ 871,000	$ 825,000	$ 2,900,000	$ 2,697,000
Cost of Sales
Share-based Compensation Arrangement by Share-based Payment Award
Compensation expense recognized for share-based payments	199,000	198,000	567,000	572,000
Selling, General and Administrative Expenses
Share-based Compensation Arrangement by Share-based Payment Award
Compensation expense recognized for share-based payments	672,000	627,000	2,333,000	2,125,000
Performance share long Term incentive awards
Share based compensation expense related to long-term incentive plans
Unrecognized compensation expense	$ 3,700,000		$ 3,700,000
Period over which unrecognized compensation expense is expected to be recognized (in years)			2.25

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Inventories

9 Months Ended

Sep. 29, 2012

Inventories

Inventories

(3)Inventories

Inventories are stated at the lower of cost or market and include direct material, direct labor, overhead, warehousing and product transfer costs.  Cost is determined using the first-in, first-out and average cost methods.  Inventories have been reduced by an allowance for excess, obsolete and unsaleable inventories.  The allowance is an estimate based on our management’s review of inventories on hand compared to estimated future usage and sales.

Inventories consist of the following, as of the dates indicated (in thousands):

	September 29, 2012		December 31, 2011
Raw materials and packaging	$	30,096	$	22,822
Work in process	318		347
Finished goods	76,822		62,065
Total	$	107,236	$	85,234

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Commitments and Contingencies (Details) (USD $) In Thousands, unless otherwise specified	Sep. 29, 2012
Future minimum lease payments under non-cancelable operating leases
2012	$ 1,424
2013	4,443
2014	3,369
2015	3,006
2016	3,047
Thereafter	2,313
Total	$ 17,602

XML

Pension Benefits (Tables)

9 Months Ended

Sep. 29, 2012

Pension Benefits

Components of Net periodic cost

	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	September 29, 2012			October 1, 2011			September 29, 2012			October 1, 2011
Service cost—benefits earned during the period	$	602		$	525		$	1,790		$	1,418
Interest cost on projected benefit obligation	512			538			1,524			1,513
Expected return on plan assets	(734		)	(688		)	(2,184		)	(1,941		)
Amortization of unrecognized prior service cost	11			11			33			33
Amortization of loss	244			133			678			273
Net periodic pension cost	$	635		$	519		$	1,841		$	1,296

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Disclosures about Derivative Instruments and Hedging Activities (Tables)

9 Months Ended

Sep. 29, 2012

Disclosures about Derivative Instruments and Hedging Activities

Schedule of gain (loss) recognized in income on derivatives not designated as hedging instruments

	Thirteen Weeks Ended October 1, 2011			Thirty-nine Weeks Ended October 1, 2011
Derivatives not designated as hedging instruments	Amount of Gain Recognized in Income on Derivatives						Location of Gain Recognized in Income on Derivatives
Interest rate swap	$	423	*	$	658	*	Interest expense, net

*The amount included in net interest expense for the third quarter and first three quarters of 2011 consists of $0 and $612 realized gain on the interest rate swap, and $423 and $1,270 (pre-tax) reclassified to net interest expense from accumulated other comprehensive loss, respectively.

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Commitments and Contingencies (Details 2)	3 Months Ended
	Sep. 29, 2012 officer
Information related to Collective Bargaining Agreements
Number of executive officers with employment agreements	6
Number of employees covered under collective bargaining agreements
Information related to Collective Bargaining Agreements
Number of employees	336
Percentage of total employees covered under collective bargaining agreements	45.40%
Total number of employees
Information related to Collective Bargaining Agreements
Number of employees	740

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Commitments and Contingencies (Tables)

9 Months Ended

Sep. 29, 2012

Commitments and Contingencies

Summary of future minimum lease payments under non-cancelable operating leases

Fiscal year ending:
2012	$	1,424
2013	4,443
2014	3,369
2015	3,006
2016	3,047
Thereafter	2,313
Total	$	17,602

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Earnings per Share (Tables)

9 Months Ended

Sep. 29, 2012

Earnings per Share

Schedule of calculations related to basic and diluted earning per share

	Thirteen Weeks Ended		Thirty-nine Weeks Ended
	September 29, 2012	October 1, 2011	September 29, 2012	October 1, 2011
Weighted average shares outstanding:
Basic	48,387,225	47,821,907	48,267,133	47,903,475
Net effect of potentially dilutive share-based compensation awards	355,937	657,441	330,032	670,130
Diluted	48,743,162	48,479,348	48,597,165	48,573,605

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 29, 2012

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

(2)Summary of Significant Accounting Policies

Fiscal Year

Typically, our fiscal quarters and fiscal year consist of 13 and 52 weeks, respectively, ending on the Saturday closest to December 31 in the case of our fiscal year and fourth fiscal quarter, and on the Saturday closest to the end of the corresponding calendar quarter in the case of our fiscal quarters.  As a result, a 53rd week is added to our fiscal year every five or six years.  In a 53-week fiscal year our fourth fiscal quarter contains 14 weeks.  Our fiscal years ending December 29, 2012 (fiscal 2012) and December 31, 2011 (fiscal 2011) each contain 52 weeks.  Each quarter of fiscal 2012 and 2011 contains 13 weeks.

Basis of Presentation

The accompanying unaudited consolidated interim financial statements for the thirteen and thirty-nine week periods ended September 29, 2012 (third quarter and first three quarters of 2012) and October 1, 2011 (third quarter and first three quarters of 2011) have been prepared by our company in accordance with accounting principles generally accepted in the United States of America pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), and include the accounts of B&G Foods, Inc. and its subsidiaries.  Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations.  However, our management believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading.  All intercompany balances and transactions have been eliminated.  The accompanying unaudited consolidated interim financial statements contain all adjustments (consisting only of normal and recurring adjustments) that are, in the opinion of management, necessary to present fairly our consolidated financial position as of September 29, 2012, the results of our operations and comprehensive income for the third quarter and first three quarters of 2012 and 2011, and cash flows for the first three quarters of 2012 and 2011.  Our results of operations for the third quarter and first three quarters of 2012 are not necessarily indicative of the results to be expected for the full year.  We have evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited consolidated interim financial statements.  The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes for fiscal 2011 included in our Annual Report on Form 10-K for fiscal 2011 filed with the SEC on February 28, 2012.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires our management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Some of the more significant estimates and assumptions made by management involve trade and consumer promotion expenses; allowances for excess, obsolete and unsaleable inventories; pension benefits; acquisition accounting allocations; the recoverability of goodwill, other intangible assets, property, plant and equipment and deferred tax assets; the determination of the useful life of customer relationship intangibles; and the accounting for share-based compensation expense.  Actual results could differ significantly from these estimates and assumptions.

Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors that management believes to be reasonable under the circumstances, including the current economic environment.  We adjust such estimates and assumptions when facts and circumstances dictate.  Volatility in the credit and equity markets can increase the uncertainty inherent in such estimates and assumptions.

Recently Issued Accounting Standards

Except as set forth below, there have been no significant developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on our consolidated financial statements, from those disclosed in our 2011 Annual Report on Form 10-K.

In July 2012, the Financial Accounting Standards Board (FASB) issued an accounting standards update relating to the testing of indefinite-lived intangible assets for impairment.  This update, which amends the guidance on testing indefinite-lived intangible assets other than goodwill, for impairment, provides companies with the option to first perform a qualitative assessment before performing the quantitative impairment test.  If a company determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is more likely than not to exceed its carrying amount, then the company would not need to perform the quantitative impairment test.  This update does not revise the requirement to test indefinite-lived intangible assets annually for impairment.  This update becomes effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption allowed.  We do not expect the adoption of this standard will have a material effect on our consolidated financial position, results of operations or liquidity.

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Share-Based Payments (Tables)

9 Months Ended

Sep. 29, 2012

Share-Based Payments

Schedule of amounts related to share-based payments

	Thirteen Weeks Ended				Thirty-nine Weeks Ended
Consolidated Statements of Operations Location	September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Compensation expense included in cost of goods sold	$	199	$	198	$	567	$	572
Compensation expense included in selling, general and administrative expenses	672		627		2,333		2,125
Total compensation expense for share-based payments	$	871	$	825	$	2,900	$	2,697

Schedule of non-vested performance share long-term incentive awards activity

	Number of Performance Shares		Weighted Average Grant Date Fair Value (per share)(2)
Beginning of fiscal 2012	1,985,697	(1)	$	5.25
Granted	159,722	(1)	$	20.34
Vested	(1,124,205	)	$	2.30
Forfeited	—		—
End of first three quarters of 2012	1,021,214	(1)	$	10.86

(1)Solely for purposes of this table, the number of performance shares is based on the participants earning the maximum number of performance shares (i.e., 200% or 300% of the target number of performance shares).

(2)The fair value of the awards was determined based upon the closing price of our common stock on the applicable measurement dates (i.e., the deemed grant dates for accounting purposes) reduced by the present value of expected dividends using the risk-free interest-rate as the award holders are not entitled to dividends or dividend equivalents during the vesting period.

Schedule of number of shares of common stock issued by our entity upon the vesting of performance share long-term incentive awards and for non-employee director annual equity grants and other share based compensation

	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Number of performance shares vested	—		—		1,124,205		403,431
Shares withheld to fund statutory minimum tax withholding	—		—		463,942		152,126
Shares of common stock issued for performance share long-term incentive awards	—		—		660,263		251,305
Shares of common stock issued to non-employee directors for annual equity grants	—		—		17,436		17,796
Shares of common stock issued for other share based compensation, net of shares withheld to fund statutory minimum tax withholding	—		—		9,394		9,008
Total shares of common stock issued	—		—		687,093		278,109
Excess tax benefit recorded to additional paid in capital	$	43	$	—	$	8,031	$	1,117

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Disclosures about Derivative Instruments and Hedging Activities (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended
	Oct. 01, 2011	Oct. 01, 2011
Impact of derivative instruments and their location within consolidates statements of operations
Realized gain on interest rate swap		$ 612
Reclassification to net interest expense for interest rate swap		(1,270)
Dedesignated hedge | Interest rate swap contract
Impact of derivative instruments and their location within consolidates statements of operations
Amount of Gain Recognized in Income on Derivatives	423	658
Realized gain on interest rate swap	0	612
Reclassification to net interest expense for interest rate swap	$ 423	$ 1,270

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Sep. 29, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 15,350	$ 16,738
Trade accounts receivable, net	41,124	39,476
Inventories	107,236	85,234
Prepaid expenses	2,723	4,551
Income tax receivable	3,383	2,529
Deferred income taxes	1,855	1,696
Total current assets	171,671	150,224
Property, plant and equipment, net of accumulated depreciation of $97,299 and $89,856	62,241	61,930
Goodwill	262,977	262,827
Other intangibles, net	628,455	634,522
Other assets	20,386	23,420
Total assets	1,145,730	1,132,923
Current liabilities:
Trade accounts payable	29,308	24,427
Accrued expenses	19,174	26,719
Current portion of long-term debt	15,375	9,750
Dividends payable	13,065	10,971
Total current liabilities	76,922	71,867
Long-term debt	698,019	710,357
Other liabilities	6,890	9,409
Deferred income taxes	117,180	105,743
Total liabilities	899,011	897,376
Commitments and contingencies (Note 10)
Stockholders' equity:
Preferred stock, $0.01 par value per share. Authorized 1,000,000 shares; no shares issued or outstanding
Common stock, $0.01 par value per share. Authorized 125,000,000 shares; 48,387,225 and 47,700,132 shares issued and outstanding as of September 29, 2012 and December 31, 2011	484	477
Additional paid-in capital	120,953	159,916
Accumulated other comprehensive loss	(10,003)	(10,430)
Retained earnings	135,285	85,584
Total stockholders' equity	246,719	235,547
Total liabilities and stockholders' equity	$ 1,145,730	$ 1,132,923

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Earnings per Share (Details)	3 Months Ended		9 Months Ended
	Sep. 29, 2012	Oct. 01, 2011	Sep. 29, 2012	Oct. 01, 2011
Weighted average shares outstanding:
Basic (in shares)	48,387,225	47,821,907	48,267,133	47,903,475
Net effect of potentially dilutive share-based compensation awards (in shares)	355,937	657,441	330,032	670,130
Diluted (in shares)	48,743,162	48,479,348	48,597,165	48,573,605

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 29, 2012	Oct. 01, 2011
Cash flows from operating activities:
Net income	$ 49,701	$ 37,988
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	13,443	11,964
Amortization of deferred debt financing costs and bond discount	3,771	1,500
Deferred income taxes	10,967	12,647
Share-based compensation expense	2,900	2,697
Excess tax benefits from share-based compensation	(8,031)	(1,117)
Realized gain on interest rate swap		(612)
Reclassification to net interest expense for interest rate swap		1,270
Changes in assets and liabilities:
Trade accounts receivable	(1,648)	1,163
Inventories	(22,002)	(19,714)
Prepaid expenses	1,828	(414)
Income tax receivable	7,177	(1,848)
Other assets	(63)	(63)
Trade accounts payable	4,881	12,541
Accrued expenses	(7,545)	(5,404)
Interest rate swap		(11,400)
Other liabilities	(1,883)	(1,905)
Net cash provided by operating activities	53,496	39,293
Cash flows from investing activities:
Capital expenditures	(7,660)	(6,881)
Payment for acquisition of business	(150)
Net cash used in investing activities	(7,810)	(6,881)
Cash flows from financing activities:
Payments of long-term debt	(7,312)
Payments for repurchase of common stock		(3,652)
Dividends paid	(37,096)	(28,221)
Excess tax benefits from share-based compensation	8,031	1,117
Payments of tax withholding on behalf of employees for net share settlement of share-based compensation	(10,696)	(2,236)
Net cash used in financing activities	(47,073)	(32,992)
Effect of exchange rate fluctuations on cash and cash equivalents	(1)	(51)
Net decrease in cash and cash equivalents	(1,388)	(631)
Cash and cash equivalents at beginning of period	16,738	98,738
Cash and cash equivalents at end of period	15,350	98,107
Supplemental disclosures of cash flow information:
Cash interest payments	38,742	29,988
Cash income tax payments	7,899	8,865
Cash income tax refunds	(3)	(2)
Non-cash transactions:
Dividends declared and not yet paid	$ 13,065	$ 10,017

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Inventories (Details) (USD $) In Thousands, unless otherwise specified	Sep. 29, 2012	Dec. 31, 2011
Inventories
Raw materials and packaging	$ 30,096	$ 22,822
Work in process	318	347
Finished goods	76,822	62,065
Total	$ 107,236	$ 85,234

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 29, 2012

Summary of Significant Accounting Policies

Fiscal Year

Fiscal Year

Typically, our fiscal quarters and fiscal year consist of 13 and 52 weeks, respectively, ending on the Saturday closest to December 31 in the case of our fiscal year and fourth fiscal quarter, and on the Saturday closest to the end of the corresponding calendar quarter in the case of our fiscal quarters.  As a result, a 53rd week is added to our fiscal year every five or six years.  In a 53-week fiscal year our fourth fiscal quarter contains 14 weeks.  Our fiscal years ending December 29, 2012 (fiscal 2012) and December 31, 2011 (fiscal 2011) each contain 52 weeks.  Each quarter of fiscal 2012 and 2011 contains 13 weeks.

Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated interim financial statements for the thirteen and thirty-nine week periods ended September 29, 2012 (third quarter and first three quarters of 2012) and October 1, 2011 (third quarter and first three quarters of 2011) have been prepared by our company in accordance with accounting principles generally accepted in the United States of America pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), and include the accounts of B&G Foods, Inc. and its subsidiaries.  Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations.  However, our management believes, to the best of their knowledge, that the disclosures herein are adequate to make the information presented not misleading.  All intercompany balances and transactions have been eliminated.  The accompanying unaudited consolidated interim financial statements contain all adjustments (consisting only of normal and recurring adjustments) that are, in the opinion of management, necessary to present fairly our consolidated financial position as of September 29, 2012, the results of our operations and comprehensive income for the third quarter and first three quarters of 2012 and 2011, and cash flows for the first three quarters of 2012 and 2011.  Our results of operations for the third quarter and first three quarters of 2012 are not necessarily indicative of the results to be expected for the full year.  We have evaluated subsequent events for disclosure through the date of issuance of the accompanying unaudited consolidated interim financial statements.  The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes for fiscal 2011 included in our Annual Report on Form 10-K for fiscal 2011 filed with the SEC on February 28, 2012.

Use of Estimates

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires our management to make a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Some of the more significant estimates and assumptions made by management involve trade and consumer promotion expenses; allowances for excess, obsolete and unsaleable inventories; pension benefits; acquisition accounting allocations; the recoverability of goodwill, other intangible assets, property, plant and equipment and deferred tax assets; the determination of the useful life of customer relationship intangibles; and the accounting for share-based compensation expense.  Actual results could differ significantly from these estimates and assumptions.

Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors that management believes to be reasonable under the circumstances, including the current economic environment.  We adjust such estimates and assumptions when facts and circumstances dictate.  Volatility in the credit and equity markets can increase the uncertainty inherent in such estimates and assumptions.

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Goodwill and Other Intangible Assets (Details) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 29, 2012	Oct. 01, 2011	Sep. 29, 2012	Oct. 01, 2011	Dec. 31, 2011
Changes related to Goodwill
Goodwill beginning balance			$ 262,827,000	$ 253,744,000	$ 253,744,000
Acquisition of business			150,000		9,083,000
Goodwill	262,977,000		262,977,000		262,827,000
Goodwill and Other Intangible Assets
Amortizable intangible assets, gross	160,390,000		160,390,000		160,390,000
Less: accumulated amortization	(38,335,000)		(38,335,000)		(32,268,000)
Amortizable intangible assets, net	122,055,000		122,055,000		128,122,000
Total other intangible assets, net	628,455,000		628,455,000		634,522,000
Amortization expense	2,022,000	1,637,000	6,067,000	4,913,000
Customer Relationship Intangibles
Goodwill and Other Intangible Assets
Amortizable intangible assets, gross	160,240,000		160,240,000		160,240,000
Minimum estimated useful life (in years)			18
Maximum estimated useful life (in years)			20
Other Intangible Assets
Goodwill and Other Intangible Assets
Amortizable intangible assets, gross	150,000		150,000		150,000
Estimated useful life (in years)			2
Total Other Intangible Assets
Goodwill and Other Intangible Assets
Amortization expense	2,000,000	1,600,000	6,100,000	4,900,000
Future amortization expense
Remainder of fiscal 2012			2,000,000
2013			8,000,000
2014			8,000,000
2015			8,000,000
2016			8,000,000
Trademarks
Goodwill and Other Intangible Assets
Non-amortizable intangible assets	$ 506,400,000		$ 506,400,000		$ 506,400,000

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Inventories (Tables)

9 Months Ended

Sep. 29, 2012

Inventories

Summary of Inventories

	September 29, 2012		December 31, 2011
Raw materials and packaging	$	30,096	$	22,822
Work in process	318		347
Finished goods	76,822		62,065
Total	$	107,236	$	85,234

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Nature of Operations

9 Months Ended

Sep. 29, 2012

Nature of Operations

Nature of Operations

(1)Nature of Operations

B&G Foods, Inc. is a holding company, the principal assets of which are the shares of capital stock of its subsidiaries.  Unless the context requires otherwise, references in this report to “B&G Foods,” “our company,” “we,” “us” and “our” refer to B&G Foods, Inc. and its subsidiaries.  Our financial statements are presented on a consolidated basis.

We operate in a single industry segment and manufacture, sell and distribute a diverse portfolio of high-quality shelf-stable foods across the United States, Canada and Puerto Rico.  Our products include hot cereals, fruit spreads, canned meats and beans, spices, seasonings, hot sauces, wine vinegar, maple syrup, molasses, salad dressings, Mexican-style sauces, taco shells and kits, salsas, pickles, peppers, tomato-based products and other specialty products.  Our products are marketed under many recognized brands, including Ac’cent, B&G, B&M, Baker’s Joy, Brer Rabbit, Cream of Rice, Cream of Wheat, Don Pepino, Emeril’s, Grandma’s Molasses, Joan of Arc, Las Palmas, Maple Grove Farms of Vermont, Molly McButter, Mrs. Dash, Ortega, Polaner, Red Devil, Regina, Sa- són, Sclafani, Sugar Twin, Trappey’s, Underwood, Vermont Maid and Wright’s.  We also sell and distribute two branded household products, Static Guard and Kleen Guard.  We compete in the retail grocery, food service, specialty, private label, club and mass merchandiser channels of distribution.  We distribute our products via a network of independent brokers and distributors to supermarket chains, food service outlets, mass merchants, warehouse clubs, non-food outlets and specialty distributors.

Acquisitions

On November 30, 2011, we completed the acquisition of the Mrs. Dash, Sugar Twin, Baker’s Joy, Molly McButter, Static Guard and Kleen Guard brands from Conopco, Inc. (dba Unilever United States, Inc.) for $326.0 million in cash.  We refer to this acquisition as the “Culver Specialty Brands acquisition.”  We have accounted for the Culver Specialty Brands acquisition using the acquisition method of accounting and, accordingly, have included the assets acquired and results of operations in our consolidated financial statements from the date of acquisition.  The excess of the purchase price over the fair value of identifiable net assets acquired represents goodwill.  Trademarks are deemed to have an indefinite useful life and are not amortized.  Customer relationship intangibles are amortized over 20 years.  Goodwill and other intangible assets are deductible for income tax purposes.  Inventory has been recorded at estimated selling price less costs of disposal and a reasonable profit and the property, plant and equipment and other intangible assets (including trademarks and customer relationships) acquired have been recorded at fair value as determined by our management with the assistance of a third-party valuation specialist.  See Note 4, “Goodwill and Other Intangible Assets.”

The following table sets forth the allocation of the Culver Specialty Brands acquisition purchase price to the estimated fair value of the net assets acquired at the date of acquisition.

Culver Specialty Brands Acquisition (dollars in thousands):
Deferred taxes	$	87
Equipment	129
Inventory	7,501
Goodwill	9,083
Customer relationship intangibles—amortizable intangible assets	30,800
Trademarks — indefinite life intangible assets	278,400
Total	$	326,000

In September 2012, we announced an agreement to acquire the New York Style and Old London brands from Chipita America, Inc. for approximately $62.5 million in cash.  The acquisition includes a manufacturing facility in Yadkinville, North Carolina.  Subject to the satisfaction of customary closing conditions, we expect the acquisition to close during the fourth quarter of 2012.

Unaudited Pro Forma Summary of Operations

The following pro forma summary of operations for the third quarter and first three quarters of fiscal 2011 presents our operations as if the Culver Specialty Brands acquisition had occurred as of the beginning of the first quarter of 2011.  In addition to including the results of operations of the Culver Specialty Brands acquisition, the pro forma information gives effect to interest on additional borrowings and amortization of customer relationship intangibles.

	Thirteen Weeks Ended October 1, 2011		Thirty-nine Weeks Ended October 1, 2011
	(dollars in thousands)
Net sales	$	153,744	$	459,552
Net income	14,471		46,169
Basic earnings per share	$	0.30	$	0.96
Diluted earnings per share	$	0.30	$	0.95

The pro forma information presented above does not purport to be indicative of the results that actually would have been attained if the Culver Specialty Brands acquisition had occurred as of the beginning of the first quarter of fiscal 2011 and is not intended to be a projection of future results.

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Sep. 29, 2012	Dec. 31, 2011
Consolidated Balance Sheets
Property, plant and equipment, accumulated depreciation (in dollars)	$ 97,299	$ 89,856
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, Authorized shares	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, Authorized shares	125,000,000	125,000,000
Common stock, shares issued	48,387,225	47,700,132
Common stock, shares outstanding	48,387,225	47,700,132

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Earnings per Share

9 Months Ended

Sep. 29, 2012

Earnings per Share

Earnings per Share

(11)Earnings per Share

Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding.  Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding plus all additional shares of common stock that would have been outstanding if potentially dilutive shares of common stock related to performance shares that may be earned under long-term incentive awards had been issued as of the beginning of the period using the treasury stock method.

	Thirteen Weeks Ended		Thirty-nine Weeks Ended
	September 29, 2012	October 1, 2011	September 29, 2012	October 1, 2011
Weighted average shares outstanding:
Basic	48,387,225	47,821,907	48,267,133	47,903,475
Net effect of potentially dilutive share-based compensation awards	355,937	657,441	330,032	670,130
Diluted	48,743,162	48,479,348	48,597,165	48,573,605

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Document and Entity Information	9 Months Ended
	Sep. 29, 2012	Oct. 25, 2012
Document and Entity Information
Entity Registrant Name	B&G Foods, Inc.
Entity Central Index Key	0001278027
Document Type	10-Q
Document Period End Date	Sep. 29, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		52,560,765
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3

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Business and Credit Concentrations and Geographic Information

9 Months Ended

Sep. 29, 2012

Business and Credit Concentrations and Geographic Information

Business and Credit Concentrations and Geographic Information

(12)Business and Credit Concentrations and Geographic Information

Our exposure to credit loss in the event of non-payment of accounts receivable by customers is estimated in the amount of the allowance for doubtful accounts.  We perform ongoing credit evaluations of our customers’ financial condition.  Our top ten customers accounted for approximately 51.3% and 50.8% of consolidated net sales for the first three quarters of 2012 and 2011, respectively.  Our top ten customers accounted for approximately 56.0% and 53.2% of our receivables as of September 29, 2012 and December 31, 2011, respectively.  Other than Wal-Mart, which accounted for 19.8% and 17.1% of our consolidated net sales for the first three quarters of 2012 and 2011, no single customer accounted for more than 10.0% of our consolidated net sales for the first three quarters of 2012 or 2011.  Other than Wal-Mart, which accounted for 15.3% and 14.4% of our consolidated receivables as of September 29, 2012 and December 31, 2011, respectively, no single customer accounted for more than 10.0% of our consolidated receivables.  As of September 29, 2012, we do not believe we have any significant concentration of credit risk with respect to our trade accounts receivable.

During the first three quarters of 2012 and 2011, our sales to foreign countries represented approximately 2.4% and less than 1.0%, respectively, of net sales.  Our foreign sales are primarily to customers in Canada.

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Consolidated Statements of Operations (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 29, 2012	Oct. 01, 2011	Sep. 29, 2012	Oct. 01, 2011
Net sales	$ 154,155	$ 133,010	$ 460,106	$ 393,868
Cost of goods sold	98,876	91,560	296,246	265,382
Gross profit	55,279	41,450	163,860	128,486
Operating expenses:
Selling, general and administrative expenses	14,937	12,725	46,206	41,069
Amortization expense	2,022	1,637	6,067	4,913
Operating income	38,320	27,088	111,587	82,504
Other expenses:
Interest expense, net	11,994	8,323	35,845	24,854
Income before income tax expense	26,326	18,765	75,742	57,650
Income tax expense	9,429	6,681	26,041	19,662
Net income	$ 16,897	$ 12,084	$ 49,701	$ 37,988
Weighted average shares outstanding:
Basic (in shares)	48,387,225	47,821,907	48,267,133	47,903,475
Diluted (in shares)	48,743,162	48,479,348	48,597,165	48,573,605
Earnings per share:
Basic (in dollars per share)	$ 0.35	$ 0.25	$ 1.03	$ 0.79
Diluted (in dollars per share)	$ 0.35	$ 0.25	$ 1.02	$ 0.78
Cash dividends declared per share (in dollars per share)	$ 0.27	$ 0.21	$ 0.81	$ 0.63

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Fair Value Measurements

9 Months Ended

Sep. 29, 2012

Fair Value Measurements

Fair Value Measurements

(6)Fair Value Measurements

The authoritative accounting literature relating to fair value measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The accounting literature outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under generally accepted accounting principles, certain assets and liabilities must be measured at fair value, and the accounting literature details the disclosures that are required for items measured at fair value.

Financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy under the accounting literature.  The three levels are as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs, other than quoted market prices included within Level 1, that are observable for the asset or liability, either directly or indirectly.

Level 3—Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

Cash and cash equivalents, trade accounts receivable, income tax receivable, trade accounts payable, accrued expenses and dividends payable are reflected in the consolidated balance sheets at carrying value, which approximates fair value due to the short-term nature of these instruments.

The carrying values and fair values of our term loan borrowings and senior notes as of September 29, 2012 and December 31, 2011 are as follows (in thousands):

	September 29, 2012			December 31, 2011
	Carrying Value		Fair Value(1)	Carrying Value		Fair Value(1)
Tranche A Term Loan due 2016	143,783	(2)	144,375	149,266	(2)	150,000
Tranche B Term Loan due 2018	221,303	(2)	225,322	222,773	(2)	226,125
7.625% Senior Notes due 2018	348,308	(2)	378,000	348,068	(2)	372,750

(1)Fair values are estimated based on quoted market prices.

(2)The carrying values of the tranche A term loan, tranche B term loan and 7.625% senior notes are net of discount.  The outstanding principal amounts of the tranche A term loan, tranche B term loan and senior notes as of September 29, 2012 are $144.4 million, $223.3 million and $350.0 million, respectively.  The outstanding principal amounts of the tranche A term loan, tranche B term loan and senior notes as of December 31, 2011 were $150.0 million, $225.0 million and $350.0 million, respectively.

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Long-term Debt

9 Months Ended

Sep. 29, 2012

Long-term Debt

Long-term Debt

(5)Long-term Debt

Long-term debt consists of the following, as of the dates indicated (in thousands):

	September 29, 2012			December 31, 2011
Senior secured credit agreement:
Tranche A term loan due 2016	$	144,375		$	150,000
Tranche B term loan due 2018	223,313			225,000
7.625% senior notes due 2018	350,000			350,000
Unamortized discount	(4,294		)	(4,893		)
Total long-term debt, net of unamortized discount	713,394			720,107
Current portion of long-term debt	(15,375		)	(9,750		)
Long-term debt, net of unamortized discount and excluding current portion	$	698,019		$	710,357

As of September 29, 2012, the aggregate contractual maturities of long-term debt are as follows (in thousands):

Years ending December:
2012	$	2,438
2013	17,250
2014	24,750
2015	24,750
2016	84,750
Thereafter	563,750
Total	$	717,688

Senior Secured Credit Agreement.  On November 30, 2011, in connection with the Culver Specialty Brands acquisition, we entered into a new senior secured credit agreement, which includes a $200.0 million revolving credit facility, $150.0 million of tranche A term loans and $225.0 million of tranche B term loans.  The proceeds of the term loan borrowings, $25.0 million of revolving loans and cash on hand were used to repay all $130.0 million of outstanding borrowings under our prior credit agreement, fund the acquisition purchase price and pay related transaction fees and expenses.

At September 29, 2012, there were no outstanding loans under our revolving credit facility and the available borrowing capacity under the facility, net of outstanding letters of credit, was $199.5 million.  Proceeds of the revolving credit facility are restricted for use solely for general corporate purposes and acquisitions of targets in the same or a similar line of business as our company, subject to specified criteria.  We are required to pay a commitment fee of 0.50% per annum on the unused portion of the revolving credit facility.  The maximum letter of credit capacity under the revolving credit facility is $50.0 million, with a fronting fee of 0.25% per annum for all outstanding letters of credit and a letter of credit fee equal to the applicable margin for revolving loans that are LIBOR loans.

The tranche A term loans are subject to principal amortization at the following rates: 5% in the first year, 10% in the second year and 15% in each of the third and fourth years.  The balance of all borrowings under the tranche A term loan facility are due and payable at maturity on November 30, 2016.  The tranche B term loans are subject to principal amortization at the rate of 1% annually with the balance due at maturity on November 30, 2018.  The revolving credit facility matures on November 30, 2016.

Interest under the revolving credit facility, including any outstanding letters of credit, and under the tranche A term loan facility, is determined based on alternative rates that we may choose in accordance with the credit agreement, including a base rate per annum plus an applicable margin ranging from 1.50% to 2.00%, and LIBOR plus an applicable margin ranging from 2.50% to 3.00%, in each case depending on our consolidated leverage ratio.  As of September 29, 2012, the tranche A term loan interest rate was 3.232%.  Interest under the tranche B term loan facility is determined based on alternative rates that we may choose in accordance with the credit agreement, including a base rate per annum plus an applicable margin of 2.50%, and LIBOR plus an applicable margin of 3.50%, in each case subject to a 1.0% LIBOR floor.  At September 29, 2012, the tranche B term loan interest rate was 4.50%.

We may prepay the term loans or permanently reduce the revolving credit facility commitment under the credit agreement at any time without premium or penalty (other than customary breakage costs with respect to the early termination of LIBOR loans, and only in the case of the tranche B term loans, a 1% prepayment penalty to be paid in the event of a repricing transaction (as defined in the credit agreement) that occurs within the first year of the credit agreement).  Subject to certain exceptions, the credit agreement provides for mandatory prepayment upon certain asset dispositions and issuances of securities.  The credit agreement is also subject to mandatory annual prepayments commencing in April 2013 if our senior secured leverage (defined as the ratio of our consolidated senior secured debt, as of the last day of any period of four consecutive fiscal quarters to our adjusted EBITDA for such period) exceeds certain ratios as follows: 50% of our adjusted excess cash flow (as defined in the credit agreement and which takes into account certain dividend payments and other adjustments) if our senior secured leverage ratio is greater than or equal to 3.00 to 1.00 (with step-downs to 25% and 0% if our senior secured leverage ratio is less than 3.00 to 1.00 and 2.50 to 1.00, respectively).

Our obligations under the credit agreement are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries.  The credit agreement is secured by substantially all of our and our domestic subsidiaries’ assets except our and our domestic subsidiaries’ real property.  The credit agreement contains customary restrictive covenants, subject to certain permitted amounts and exceptions, including covenants limiting our ability to incur additional indebtedness, pay dividends and make other restricted payments, repurchase shares of our outstanding stock and create certain liens.

The credit agreement also contains certain financial maintenance covenants, which, among other things, specify maximum capital expenditure limits, a maximum consolidated leverage ratio and a minimum interest coverage ratio, each ratio as defined in the credit agreement.  Our consolidated leverage ratio (defined as the ratio of our consolidated total debt, as of the last day of any period of four consecutive fiscal quarters to our adjusted EBITDA for such period), commencing with the period ending March 31, 2012, may not exceed the ratios indicated below:

Fiscal Quarters Ending In	Consolidated Leverage Ratio
2012	6.25 to 1.00
2013	6.00 to 1.00
2014	5.50 to 1.00
2015	5.00 to 1.00
2016	4.50 to 1.00
2017	4.00 to 1.00
2018	4.00 to 1.00

We are also required to maintain a consolidated interest coverage ratio of at least 1.75 to 1.00 for any four quarter period, commencing with the four quarter period ending with the first quarter of 2012.  As of September 29, 2012, we were in compliance with all of the covenants in the credit agreement.

The credit agreement also provides for an incremental term loan facility, pursuant to which we may request that the lenders under the credit agreement, and potentially other lenders, provide an additional $200.0 million of term loans on terms substantially consistent with those provided under the credit agreement.  Among other things, the utilization of the incremental facility is conditioned on our ability to meet a senior secured leverage ratio of 3.50 to 1.00, and a sufficient number of lenders or new lenders agreeing to participate in the facility.

7.625% Senior Notes due 2018.  In January 2010, we issued $350.0 million aggregate principal amount of 7.625% senior notes due 2018 at a public offering price of 99.271% of face value.  The original issue discount of $2.6 million and debt financing costs are being amortized over the life of the senior notes as interest expense.  Interest on the senior notes is payable on January 15 and July 15 of each year.  The senior notes will mature on January 15, 2018, unless earlier retired or redeemed as described below.

Beginning January 15, 2014, we may redeem some or all of the senior notes at a redemption price of 103.813%, and thereafter at prices declining annually to 100% on or after January 15, 2017, plus accrued and unpaid interest to the date of redemption.  We may redeem up to 35% of the aggregate principal amount of the notes prior to January 15, 2013 with the net proceeds from certain equity offerings at a redemption price of 107.625% plus accrued and unpaid interest to the date of redemption.  We may also redeem some or all of the notes at any time prior to January 15, 2014 at a redemption price equal to a specified make-whole amount plus accrued and unpaid interest to the date of redemption.  In addition, if we undergo a change of control, we may be required to offer to repurchase the notes at the repurchase price of 101% plus accrued and unpaid interest to the date of redemption.

We may also, from time to time, seek to retire senior notes through cash repurchases of senior notes and/or exchanges of senior notes for equity securities, in open market purchases, privately negotiated transactions or otherwise.  Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.  The amounts involved may be material.

                Our obligations under the senior notes are jointly and severally and fully and unconditionally guaranteed on a senior basis by all of our existing and certain future domestic subsidiaries.  The senior notes and the subsidiary guarantees are our and the guarantors’ general unsecured obligations and are effectively junior in right of payment to all of our and the guarantors’ secured indebtedness and to the indebtedness and other liabilities of our non-guarantor subsidiaries; are pari passu in right of payment to all of our and the guarantors’ existing and future unsecured senior debt; and are senior in right of payment to all of our and the guarantors’ future subordinated debt.  Our foreign subsidiaries are not guarantors, and any future foreign or partially owned domestic subsidiaries will not be guarantors, of our senior notes.

Our senior notes indenture contains covenants with respect to us and the guarantors and restricts the incurrence of additional indebtedness and the issuance of capital stock; the payment of dividends or distributions on, and redemption of, capital stock; a number of other restricted payments, including certain investments; specified creation of liens, certain sale-leaseback transactions and sale of certain specified assets; fundamental changes, including consolidation, mergers and transfers of all or substantially all of our assets; and specified transactions with affiliates.  Each of the covenants is subject to a number of important exceptions and qualifications.  As of September 29, 2012, we were in compliance with all of the covenants in the senior notes indenture.

Subsidiary Guarantees.  We have no assets or operations independent of our direct and indirect subsidiaries.  All of our present domestic subsidiaries jointly and severally and fully and unconditionally guarantee our long-term debt, and management has determined that our Canadian subsidiaries, which are our only subsidiaries that are not guarantors of our long-term debt, are “minor subsidiaries” as that term is used in Rule 3-10 of Regulation S-X promulgated by the SEC.  There are no significant restrictions on our ability and the ability of our subsidiaries to obtain funds from our respective subsidiaries by dividend or loan.  Consequently, separate financial statements have not been presented for our subsidiaries because management has determined that they would not be material to investors.

Deferred Debt Financing Costs.  During the fourth quarter of fiscal 2011, we capitalized approximately $16.3 million of debt financing costs, which will be amortized over the five year term of our revolving credit facility and the tranche A term loans and the seven year term of the tranche B term loans.  As of September 29, 2012 and December 31, 2011 we had net deferred debt financing costs of $20.0 million and $23.1 million, respectively, included in other assets in the accompanying consolidated balance sheets.

Accrued Interest.  At September 29, 2012 and December 31, 2011 accrued interest of $6.5 million and $13.2 million, respectively, is included in accrued expenses in the accompanying consolidated balance sheets.

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Nature of Operations (Tables)

9 Months Ended

Sep. 29, 2012

Nature of Operations

Schedule of allocation of purchase price to the estimated fair value of the net assets acquired

Culver Specialty Brands Acquisition (dollars in thousands):
Deferred taxes	$	87
Equipment	129
Inventory	7,501
Goodwill	9,083
Customer relationship intangibles—amortizable intangible assets	30,800
Trademarks — indefinite life intangible assets	278,400
Total	$	326,000

Schedule of unaudited pro forma of operations

	Thirteen Weeks Ended October 1, 2011		Thirty-nine Weeks Ended October 1, 2011
	(dollars in thousands)
Net sales	$	153,744	$	459,552
Net income	14,471		46,169
Basic earnings per share	$	0.30	$	0.96
Diluted earnings per share	$	0.30	$	0.95

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Share-Based Payments

9 Months Ended

Sep. 29, 2012

Share-Based Payments

Share-Based Payments

(13)Share-Based Payments

Our company makes annual grants of performance share long-term incentive awards to our executive officers and certain other members of senior management.  The performance share long-term incentive awards entitle the participants to earn shares of common stock upon the attainment of certain performance goals.  In addition, our non-employee directors receive annual equity grants as part of their non-employee director compensation.

The following table sets forth the compensation expense recognized for share-based payments (performance share long-term incentive awards, non-employee director stock grants and other share based compensation) during the third quarter and first three quarters of 2012 and 2011 and where that expense is reflected in our consolidated statements of operations (in thousands):

	Thirteen Weeks Ended				Thirty-nine Weeks Ended
Consolidated Statements of Operations Location	September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Compensation expense included in cost of goods sold	$	199	$	198	$	567	$	572
Compensation expense included in selling, general and administrative expenses	672		627		2,333		2,125
Total compensation expense for share-based payments	$	871	$	825	$	2,900	$	2,697

As of September 29, 2012, there was $3.7 million of unrecognized compensation expense related to performance share long-term incentive awards, which is expected to be recognized over the next 2.25 years.

The following table details the activity in our non-vested performance share long-term incentive awards for the first three quarters of 2012:

	Number of Performance Shares		Weighted Average Grant Date Fair Value (per share)(2)
Beginning of fiscal 2012	1,985,697	(1)	$	5.25
Granted	159,722	(1)	$	20.34
Vested	(1,124,205	)	$	2.30
Forfeited	—		—
End of first three quarters of 2012	1,021,214	(1)	$	10.86

(1)Solely for purposes of this table, the number of performance shares is based on the participants earning the maximum number of performance shares (i.e., 200% or 300% of the target number of performance shares).

(2)The fair value of the awards was determined based upon the closing price of our common stock on the applicable measurement dates (i.e., the deemed grant dates for accounting purposes) reduced by the present value of expected dividends using the risk-free interest-rate as the award holders are not entitled to dividends or dividend equivalents during the vesting period.

The following table details the number of shares of common stock issued by our company during the third quarter and first three quarters of 2012 and 2011 upon the vesting of performance share long-term incentive awards and for non-employee director annual equity grants and other share based compensation:

	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	September 29, 2012		October 1, 2011		September 29, 2012		October 1, 2011
Number of performance shares vested	—		—		1,124,205		403,431
Shares withheld to fund statutory minimum tax withholding	—		—		463,942		152,126
Shares of common stock issued for performance share long-term incentive awards	—		—		660,263		251,305
Shares of common stock issued to non-employee directors for annual equity grants	—		—		17,436		17,796
Shares of common stock issued for other share based compensation, net of shares withheld to fund statutory minimum tax withholding	—		—		9,394		9,008
Total shares of common stock issued	—		—		687,093		278,109
Excess tax benefit recorded to additional paid in capital	$	43	$	—	$	8,031	$	1,117

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Pension Benefits

9 Months Ended

Sep. 29, 2012

Pension Benefits

Pension Benefits

(9)Pension Benefits

Company Sponsored Defined Benefit Pension Plans.  Net periodic pension costs for company sponsored defined benefit pension plans for the third quarter and first three quarters of 2012 and 2011 include the following components (in thousands):

	Thirteen Weeks Ended						Thirty-nine Weeks Ended
	September 29, 2012			October 1, 2011			September 29, 2012			October 1, 2011
Service cost—benefits earned during the period	$	602		$	525		$	1,790		$	1,418
Interest cost on projected benefit obligation	512			538			1,524			1,513
Expected return on plan assets	(734		)	(688		)	(2,184		)	(1,941		)
Amortization of unrecognized prior service cost	11			11			33			33
Amortization of loss	244			133			678			273
Net periodic pension cost	$	635		$	519		$	1,841		$	1,296

During the first three quarters of 2012, we made $3.6 million of defined benefit pension plan contributions to company sponsored plans.  We plan to make approximately $0.6 million of additional contributions during the remainder of fiscal 2012.

Multi-Employer Defined Benefit Pension Plan.  In connection with the collective bargaining agreement for our Portland, Maine facility, we also make contributions to the Bakery and Confectionary Union and Industry International Pension Fund (EIN 52-6118572, Plan No. 001), a multi-employer defined benefit pension plan, sponsored by the Bakery, Confectionary, Tobacco Workers and Grain Millers International Union (BCTGM).  The plan provides multiple plan benefits with corresponding contribution rates that are collectively bargained between participating employers and their affiliated BCTGM local unions.  As previously reported in our 2011 Annual Report, the plan was not in endangered nor in critical status as of the most recent annual period, no surcharge was imposed, and it was classified in the Green Zone for both plan years ending December 31, 2010 and December 31, 2009.  There were no significant changes in the contractual employer contribution rate or number of employees for 2010 or 2009.  B&G Foods made contributions to the plan of $1.0 million, $1.1 million and $1.1 million for fiscal 2011, 2010 and 2009, respectively.  These contributions represented less than five percent of total contributions made to the plan.

In April 2012, we were notified that for the plan year ended December 31, 2011, the plan was not in endangered nor in critical status as the most recent annual period, no surcharge was imposed, and it was classified in the Green Zone.  We were also notified that for the plan year beginning January 1, 2012, the plan is in critical status and classified in the Red Zone.  The law requires that all contributing employers pay to the plan a surcharge to help correct the plan’s financial situation.  The amount of the surcharge is equal to a percentage of the amount an employer is otherwise required to contribute to the plan under the applicable collective bargaining agreement.  A 5% surcharge payable on hours worked on and after June 1, 2012 until December 31, 2012 will be applicable for plan year 2012, the initial critical year.  A 10% surcharge payable on hours worked on and after January 1, 2013 will be applicable for each succeeding plan year that the plan is in critical status until we agree to a collective bargaining agreement that implements a rehabilitation plan.

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Disclosures about Derivative Instruments and Hedging Activities

9 Months Ended

Sep. 29, 2012

Disclosures about Derivative Instruments and Hedging Activities

Disclosures about Derivative Instruments and Hedging Activities

(7)Disclosures about Derivative Instruments and Hedging Activities

As of September 29, 2012, we did not have any derivatives designated as a hedging instrument.  From February 2007 until January 2011, we maintained an interest rate swap that was designated as a hedging instrument.  The following table presents the impact of that interest rate swap and its location within our consolidated statement of operations (in thousands):

	Thirteen Weeks Ended October 1, 2011			Thirty-nine Weeks Ended October 1, 2011
Derivatives not designated as hedging instruments	Amount of Gain Recognized in Income on Derivatives						Location of Gain Recognized in Income on Derivatives
Interest rate swap	$	423	*	$	658	*	Interest expense, net

*The amount included in net interest expense for the third quarter and first three quarters of 2011 consists of $0 and $612 realized gain on the interest rate swap, and $423 and $1,270 (pre-tax) reclassified to net interest expense from accumulated other comprehensive loss, respectively.

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Stock and Debt Repurchase Program

9 Months Ended

Sep. 29, 2012

Stock and Debt Repurchase Program

Stock and Debt Repurchase Program

(8)Stock and Debt Repurchase Program

We did not repurchase any shares of common stock during the first three quarters of 2012.  During the first three quarters of 2011 we repurchased and retired 217,901 shares of common stock at an average cost per share (excluding fees and commissions) of $16.73, or $3.6 million in the aggregate.  All of such shares were repurchased during the third quarter of 2011.  We did not repurchase any senior notes during the first three quarters of 2012 or 2011.  Our stock and debt repurchase program expired pursuant to its terms at the end of the first quarter of 2012.

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Commitments and Contingencies

9 Months Ended

Sep. 29, 2012

Commitments and Contingencies

Commitments and Contingencies

(10)Commitments and Contingencies

Operating Leases.  As of September 29, 2012, future minimum lease payments under non-cancelable operating leases in effect at quarter-end (with initial lease terms in excess of one year) were as follows (in thousands):

Fiscal year ending:
2012	$	1,424
2013	4,443
2014	3,369
2015	3,006
2016	3,047
Thereafter	2,313
Total	$	17,602

Legal Proceedings.  We are from time to time involved in various claims and legal actions arising in the ordinary course of business, including proceedings involving product liability claims, worker’s compensation and other employee claims, and tort and other general liability claims, as well as trademark, copyright, patent infringement and related claims and legal actions.  In the opinion of our management, the ultimate disposition of any currently pending claims or actions will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

Environmental.  We are subject to environmental laws and regulations in the normal course of business.  We did not make any material expenditures during the first three quarters of 2012 or 2011 in order to comply with environmental laws and regulations.  Based on our experience to date, management believes that the future cost of compliance with existing environmental laws and regulations (and liability for any known environmental conditions) will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.  However, we cannot predict what environmental or health and safety legislation or regulations will be enacted in the future or how existing or future laws or regulations will be enforced, administered or interpreted, nor can we predict the amount of future expenditures that may be required in order to comply with such environmental or health and safety laws or regulations or to respond to such environmental claims.

Collective Bargaining Agreements.  As of September 29, 2012, approximately 336 of our 740 employees, or 45.4%, were covered by collective bargaining agreements.  None of our collective bargaining agreements is scheduled to expire within one year.

Severance and Change of Control Agreements.  We have employment agreements with each of our six executive officers.  The agreements generally continue until terminated by the executive or by us, and provide for severance payments under certain circumstances, including termination by us without cause (as defined in the agreements) or as a result of the employees’ death or disability, or termination by us or a deemed termination upon a change of control (as defined in the agreements).  Severance benefits include payments for salary continuation, continuation of health care and insurance benefits, present value of additional pension credits and, in the case of a change of control, accelerated vesting under compensation plans and potential excise tax liability and gross up payments.

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Summary of Significant Accounting Policies (Details)	9 Months Ended		12 Months Ended
	Sep. 29, 2012 week	Oct. 01, 2011 week	Dec. 29, 2012 week	Dec. 31, 2011 week
Summary of Significant Accounting Policies
Number of weeks in fiscal year			52	52
Number of weeks in each fiscal quarter	13	13
Number of weeks in fourth fiscal quarter	14
Maximum
Summary of Significant Accounting Policies
Number of weeks in fiscal year	53
Number of fiscal years	6
Minimum
Summary of Significant Accounting Policies
Number of weeks in fiscal year	52
Number of fiscal years	5

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Subsequent Events

9 Months Ended

Sep. 29, 2012

Subsequent Events

Subsequent Events

(15)Subsequent Events

Sale of Common Stock.  On October 9, 2012, we completed an underwritten public offering of 4,173,540 shares of our common stock.  The proceeds of the offering were approximately $120.3 million, after deducting underwriting discounts and commissions and other estimated offering expenses.  The offering was made by means of a prospectus and the related prospectus supplement included as part of an effective shelf registration statement previously filed with the SEC.  We expect to use the net proceeds of the offering for general corporate purposes, which may include among other things, the payment of all or a portion of the purchase price and related transaction costs for the recently announced New York Style and Old London brands acquisition or any future acquisitions, and the repayment or retirement of a portion of our long-term debt.

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Long-term Debt (Tables)

9 Months Ended

Sep. 29, 2012

Long-term Debt

Schedule of Long-Term Debt

	September 29, 2012			December 31, 2011
Senior secured credit agreement:
Tranche A term loan due 2016	$	144,375		$	150,000
Tranche B term loan due 2018	223,313			225,000
7.625% senior notes due 2018	350,000			350,000
Unamortized discount	(4,294		)	(4,893		)
Total long-term debt, net of unamortized discount	713,394			720,107
Current portion of long-term debt	(15,375		)	(9,750		)
Long-term debt, net of unamortized discount and excluding current portion	$	698,019		$	710,357

Schedule of aggregate contractual maturities of long-term debt

Years ending December:
2012	$	2,438
2013	17,250
2014	24,750
2015	24,750
2016	84,750
Thereafter	563,750
Total	$	717,688

Schedule of consolidated leverage ratios

Fiscal Quarters Ending In	Consolidated Leverage Ratio
2012	6.25 to 1.00
2013	6.00 to 1.00
2014	5.50 to 1.00
2015	5.00 to 1.00
2016	4.50 to 1.00
2017	4.00 to 1.00
2018	4.00 to 1.00

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Jun. 30, 2012	Jul. 02, 2011
Income Taxes
Deferred tax benefit resulting from changes in state tax laws	$ 0.9	$ 1.1

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Stock and Debt Repurchase Program (Details) (USD $) In Thousands, except Share data, unless otherwise specified	9 Months Ended
	Oct. 01, 2011
Stock and Debt Repurchase Program
Shares of common stock repurchased and retired (in shares)	217,901
Average cost per share (in dollars per share)	$ 16.73
Payments for repurchase of common stock	$ 3,652

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 29, 2012	Oct. 01, 2011	Sep. 29, 2012	Oct. 01, 2011
Net income	$ 16,897	$ 12,084	$ 49,701	$ 37,988
Other comprehensive income:
Foreign currency translation adjustments	36	(8)	26	(83)
Amortization of unrecognized prior service cost and pension deferrals, net of tax	162	87	401	159
Reclassification to net interest expense for interest rate swap, net of tax		265		795
Other comprehensive income	198	344	427	871
Comprehensive income	$ 17,095	$ 12,428	$ 50,128	$ 38,859

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Goodwill and Other Intangible Assets

9 Months Ended

Sep. 29, 2012

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

(4)Goodwill and Other Intangible Assets

The carrying amounts of goodwill and other intangible assets, as of the dates indicated, consist of the following (in thousands):

	September 29, 2012			December 31, 2011
Goodwill beginning balance	$	262,827		$	253,744
Acquisition of business	150			9,083
Goodwill	$	262,977		$	262,827
Non-amortizable intangible assets:
Trademarks	$	506,400		$	506,400
Amortizable intangible assets:
Customer relationships	$	160,240		$	160,240
Other intangible assets	150			150
	160,390			160,390
Less: accumulated amortization	(38,335		)	(32,268		)
Amortizable intangible assets, net	122,055			128,122
Total other intangible assets, net	$	628,455		$	634,522

Customer relationship intangibles are presented at cost, net of accumulated amortization, and are amortized on a straight-line basis over their estimated useful lives of 18 to 20 years.  Other intangible assets are presented at cost, net of accumulated amortization, and are amortized on a straight-line basis over their estimated useful lives of two years.  Amortization expense associated with customer relationships and other intangible assets for the third quarter and first three quarters of 2012 was $2.0 million and $6.1 million, respectively, and is recorded in operating expenses.  Amortization expense associated with customer relationships and other intangible assets for the third quarter and first three quarters of 2011 was $1.6 million and $4.9 million, respectively, and is recorded in operating expenses.  We expect to recognize an additional $2.0 million of amortization expense associated with our customer relationships and other intangible assets during the remainder of fiscal 2012, and thereafter $8.0 million per year for each of the next four fiscal years.

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 29, 2012

Fair Value Measurements

Summary of carrying values and fair values of term loan borrowings and senior notes

	September 29, 2012			December 31, 2011
	Carrying Value		Fair Value(1)	Carrying Value		Fair Value(1)
Tranche A Term Loan due 2016	143,783	(2)	144,375	149,266	(2)	150,000
Tranche B Term Loan due 2018	221,303	(2)	225,322	222,773	(2)	226,125
7.625% Senior Notes due 2018	348,308	(2)	378,000	348,068	(2)	372,750

(1)Fair values are estimated based on quoted market prices.

(2)The carrying values of the tranche A term loan, tranche B term loan and 7.625% senior notes are net of discount.  The outstanding principal amounts of the tranche A term loan, tranche B term loan and senior notes as of September 29, 2012 are $144.4 million, $223.3 million and $350.0 million, respectively.  The outstanding principal amounts of the tranche A term loan, tranche B term loan and senior notes as of December 31, 2011 were $150.0 million, $225.0 million and $350.0 million, respectively.

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Long-term Debt (Details 2) (USD $) In Thousands, unless otherwise specified	Sep. 29, 2012
Aggregate contractual maturities of long-term debt
2012	$ 2,438
2013	17,250
2014	24,750
2015	24,750
2016	84,750
Thereafter	563,750
Total	$ 717,688

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Income Taxes

9 Months Ended

Sep. 29, 2012

Income Taxes

Income Taxes

(14)Income Taxes

During the second quarter of 2012, a change in the group of states in which we are subject to state income taxes caused a decrease in our blended state tax rate, resulting in a deferred tax benefit of $0.9 million.  During the second quarter of 2011, changes in state tax laws impacting apportionment rates resulted in a decrease in our blended state tax rate, resulting in a deferred tax benefit of $1.1 million.