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Maple Leaf Foods (NASDAQ:MFI)

Q3 2007 Earnings Call

October 25, 2007 2:30 PM ET

Executives

Michael McCain - President and CEO

Michael Vels - CFO

Analysts

Bob Gibson – Octagon Capital

Irene Nattel – RBC Capital Markets

Cherilyn Radbourne - ScotiaCapital Markets

Operator

Welcome to the Maple Leaf Foods 2007 third quarter financialresults conference call, hosted by Mr. Michael McCain, President and ChiefExecutive Officer. (Operator Instructions) I would now like to turn the meetingover to Mr. Michael McCain. Please go ahead, sir.

Michael McCain

Thank you and good afternoon, everyone. Thank you forstanding by here today. On today's webcast we will discuss Maple Leaf'sfinancial and operating results for the third quarter of 2007. The news releaseand presentation are available at Maple Leaf.com under in the investor section.We would encourage you, as always, to view the webcast on our website.

As a reminder, some of the statements made in this call mayconstitute forward-looking information and future results could differmaterially from what we may discuss today. Please refer to the MD&A sectionof our 2006 annual report and other public filings for a broader description ofour operations and factors that impact our financial results.

On today's call, I will discuss the operating results forthe quarter and then I'll turn it over to Michael Vels, our Chief Financial Officer,to provide other financial information. I will wrap it up and open the line upfor questions following Michael's comments.

If I could begin by turning your attention to page 3 and asummary of the third quarter of 2007 for Maple Leaf. This is a very complex andunprecedented environment that Maple Leaf is operating within today. There arefactors that are driving that outside our organization and inside ourorganization.

Outside the walls, we have uncharted territory in thingslike the currency, which has increased by over 21% in the last seven monthsalone; things like the wheat markets, which have increased by 75% in the lastfour months alone; things like a lean hog market that increased in middle ofJune by 21% in the following 30 days, and then subsequently declined by 26% inthe next two-and-a-half months. This type of environmental volatility isunprecedented in our industry and our business, and creates tremendous demandson the organization.

In the context of inside our business or inside our walls,we are in a state of massive change as we reposition our business to addressthese opportunities and focus on the structural changes to reposition thebusiness in what we describe as Destination 2010.

So I'm going to make some comments both on the quarter inthis business, but I'd always ask our shareholders and analysts to maintain thefocus on what we are trying to do to reposition our company for the long termover the course of the next two or three years.

In the face of all this, we increased our operating earningsby 14% in continuing operations in the quarter and 17% on a year-to-date basiswhich quite frankly, we're very well satisfied with. We now have a balancesheet that is stronger than ever. In fact, one could argue under-levered --which we have no intention of sustaining -- and our progress with respect tothe repositioning of our business is on track and progressing well.

Some of the highlights for the quarter include improvedbakery results, mostly driven by improved performance in our frozen bakery andthe UK bakery asa result of successive acquisitions in that market. But also, our meat groupbenefited from manufacturing improvements and very effective price managementto maintain margins, despite the volatility and input cost increases that wefaced in the external environment.

These were materially offset by significant losses in hogproduction operations which pressured earnings both as a result of currencyshift as well as the rapid rise in feed costs, and the currency shift thatnegatively affects the broader protein business model outside of hog productionas well.

We have made excellent progress in our proteinreorganization, as I'll comment in a moment, and have met or exceeded all ofthe objectives that we set for ourselves in 2007 in implementing that strategy. Weare increasing our investment in our core value-added food businesses toincrease our efficiency, add capacity and accelerate new product activity inthe value-added segments of our business.

Turning to page 4, the financial summary is captured here.The operating earnings increase of 14% to $39 million. A $0.01 year-over-yearcomparable increase in earnings per share from $0.05 to $0.06. It is importantto note for those financial modelers on the call, to build in the effects ofdelevering the balance sheet following the sale of Maple Leaf Animal Nutrition.So an apples-to-apples comparison is $0.05 to $0.06 and the 14% increase inoperating earnings; and a year-to-date increase of $0.06 per share from $0.25to $0.31 on an apples-to-apples basis.

Again, this is in the context of unprecedented volatility,significant market headwinds, no material benefits in the quarter or year-to-dateas a result of our strategic activity. In fact on the contrary -- some veryhigh costs of implementation in the short term.

Turning to page 5, inthe meat products group our sales declined due to the sale or exiting ofnon-core global businesses. That notwithstanding, we had a 25% increase inoperating earnings, notably driven by our ability to offset higher fresh meatinput costs in our processed meats business through price increases, as well asvery strong fresh poultry markets, largely driven by the manufacturingefficiencies due to the plant closure in Atlantic Canada.

These were offset by the headwinds of market conditions,currency, implementation costs in our change initiatives, and the investment innew innovation for product lines such as Maple Leaf Simply Fresh.

An example of that new innovation -- which is alwaysimportant to us and always at the top of our radar screen -- is new productsupdate, as illustrated on page 6. Maple Leaf Simply Fresh continues to performwell in the marketplace, particularly in their single-serve entrees, which is acategory that is growing as well in the double-digits. We have continued stronggrowth with a 39% market share in single-serve fresh entrees today and 25%across the chilled meals category.

We continue to innovate inside that space with five newentrees and one new meal kit to be launched in October, but this is a greatexample of our vision to expand not just in value-added meat, but value-addedmeat and meals.

On page 7, the agri business group is a very difficultstory. We have all of our hog production assets included in this businesssegment, and those hog production assets were badly hurt by the currency shiftof 21% in the last seven months, as well as the rapidly rising feed cost.

It is important also to note that in Western Canada, the basis of the feed diet is wheat-driven and notcorn-driven, so the basis difference between wheat and corn markets is anincremental hurt for the hog production assets.

This is offset by the rendering business, which is somewhatthe beneficiary of rising commodity markets, but the net is a significantdecline in our operating earnings in the agri business group.

As far as the protein reorganization update on page 8 isconcerned, as I said earlier, we are accomplishing all of our objectives statedfor 2007, either on track or exceeding our goals for the year. That said, wehave many, many things left to do over the course of the next two years. Thingssuch as the sale of the Burlington facility, the sale of our hog productionassets in Alberta and Ontario, completion of the ESI restructuring, the secondshift at our Brandon facility, the implementation of our shared serviceorganization, plus all of the elements of our innovation agenda. So a greatyear, a great start, lots of work left to do.

Turning to our bakery group, on page 9, I would characterizethe story as wheat, wheat, and more wheat. A 75% increase from what was tradingin the $5 range as early as June of 2007. Closing the third quarter in excessof $9 is just virtually uncharted territory in the worldwide wheat market andchallenges our ability to advance prices rapidly enough to offset thatincrease.

Embedded below the bakery products group performance, whichhad a healthy operating earnings increase of 31% in the quarter, is asignificant improvement in performance in our frozen bakery business and our UKbusiness, offset with a very marginal decline in profitability in our Canadianfresh bakery operations driven by this wheat cost increase.

I would make a quick spotlight on the UKoperation, which continues to go from strength to strength, as demonstrated on page10. We've had both high levels of organic growth and contribution fromacquisitions that continue to derive the results in the UKbakery business.

The most recent acquisitions are the French Croissantcompany, which gives us a leading market share in the ambient croissant market.Our continued high level of double-digit growth rates in the bagel market,which we are a leading participant in; and most recently the acquisition of aspecialty bread producer called La Fornaia in August 2007, which we're veryexcited about. So our UKbakery business continues to strengthen in specialty bakery categories that wecan lead in and has performed very well and continues to perform very well forthe company.

Turning now to various market factors that underpin allelements of our business, the first on Page 12 is the corn market, which hasstabilized in the high $3 range, but continues to be a precarious market drivenby the dynamics of food for fuel and the trends that are attached to that. Thishas an effect on feed prices and hog production costs, which obviously flow allthe way through to fresh meat prices and processed meat costs, and also relateto the higher wheat and dairy costs that affect our bakery and fresh pastaoperations.

Page 13, you can see that 75% increase in the last fourmonths, in wheat prices. They have climbed 49% year over year, 75% in the lastfour months, so significant volatility. It affects the flour cost in our freshand frozen bakery business, the pasta business, but also affects feed costs asthe Canadian producers lose the wheat cost advantage over corn in the near term.

Page 14 illustrates the poultry processor spread, which isdown 6% quarter over quarter, largely declining as a result of feed costs thatflow through to the live bird price. Our improvement in poultry marketperformance is largely driven by manufacturing efficiencies from the closure ofthe Atlantic Canadian operation, as I said earlier.

The pork processor margin is down 55% as well in the quarter.Although we expect some strengthening in the fourth quarter of that processormargin, certainly in Q3, particularly the first half of the quarter, was undersome degree of pressure.

At this point, prudent to turn it over to Michael Vels, theChief Financial Officer for Maple Leaf, for some financial highlights and then Iwill return with a summary and wrap-up.

Michael Vels

Thank you, Michael. There are a variety of financially-relatedimpacts in our quarter ended September. Michael already mentioned the acquisitionof the La Fornaia business in the UK,but we also finalized and accounted for the sale of our animal nutritionbusiness in this quarter, I would remind you we netted $525 million for thatbusiness. We'll pay relatively few cash taxes on the business and most of theproceeds went to pay down debt. That business was sold for a significantmultiple of earnings and has significantly improved our balance sheet position.

On the capital spending side on page 17, our capital spend consistentwith prior quarters was up significantly for the third quarter and for the year-to-date.The reason for that is tracking our prior explanations. It's a mix capital relatedto restructuring of the protein business.

For example, the construction and commissioning of the secondshift in Brandon, but also drivenat the same time by some very significant growth capitals. For example, theinvestment in our new Brampton, Ontario plant which is supporting the SimplyFresh launch, and very significant capital expansion in the UK, where we'readding bagel capacity, bagel storage capacity and also croissant capacity tomeet customer demand.

We do anticipate, consistent with our prior estimates, avery significant fourth quarter capital spend, and believe that our full yearof capital could approach approximately $260 million.

On page 19 for the quarter, we had a relatively low levelthis quarter of restructuring costs, no significantly new initiatives to talkabout in that number, and mostly that number is a continuation of the costspreviously announced initiatives.

Turning to page 18 and looking at the total restructuringcosts in terms of what we have charged to earnings already in 2006, and thenfor the nine months to-date in the third quarter, we are approximately 70% to80% through the total estimate of restructuring costs at the lower end of ourrange of $165 million to $215 million. We estimate, depending on the outcome ofthe sale and closure of certain facilities, relatively small further charges inrespect to cash earnings, and anticipate by next year that most of therestructuring charges should have been charged to earnings.

Finally on page 20, we provide a snapshot of one of our keylending ratios, which shows the band in which it has traded over the pastseveral years to 2.5X to 3.5X on a net debt to EBITDA basis. Based on theunderlying cash flows of our business, we've tended to target in the 2.5X to3.5X range.

As you can see after the sale of the animal nutritionbusiness, it's trading significantly below that range at just over 2X earnings.As Michael said, we anticipate with our increased earnings over the timeframeof the protein restructuring and the significant reduction in debt as a resultof the animal nutrition sale, that our balance sheet will ultimately besignificantly under-levered.

With those few comments, I will hand it back to Michael andthen we can take some questions.

Michael McCain

Thank you, Mike. So in the context of unprecedentedturbulence in the external environment, which we are -- I think -- managingeffectively and as best we can in delivering a solid operating performance inthe midst of that, our focus continues to be on the ultimate destination in2010 of an entirely repositioned organization to move forward beyond that time.

We're managing structural change and repositioning in thecontext of this turbulence and delivering solid operating performance, in theface of rising input costs. We had major capital projects underway, but astrong balance sheet which will both carry us through these turbulent periodsand also position us well beyond 2010 inlooking for future opportunities.

So all in, actually, we are quite pleased with theperformance in the quarter and look forward to continuing on our journey ofrestructuring and transforming the business as has been outlined over the pastyear.

With that, I'll turn it over to questions from the participantson the call.

Question-and-AnswerSession

Operator

(Operator Instructions) The first question is from Bob Gibson– Octagon Capital.

Bob Gibson – OctagonCapital

66,000 hogs, was that as of the end of the quarter?

Michael Vels

I'm sorry, Bob. Canyou just give me a little more context to that question?

Bob Gibson – OctagonCapital

You said you had effective ownership of 66,000 hogs.

Michael Vels

You're talking about the number of sows under management?

Bob Gibson – OctagonCapital

Yes.

Michael Vels

Yes. that was at the end of the quarter.

Bob Gibson – OctagonCapital

Just a conceptual question, how are these farmers going tomake any money?

Michael McCain

A conceptual question. We have many cost adjustments andstructural changes underway. The feed costs, we hope actually that the basisbetween wheat and corn will restore to more normal levels over the course of thenext six months to a year.

We believe that the lower cost of the vertically-integratedmodel that we're in the process of implementing will significantly contributeto cost reduction. We have a number of elements of our operating costs whichwe're looking for improvement. Many of our inputs, as the currency is rising,we're working those costs down. Everything from veterinary supplies to capitalcosts. So we're hoping and optimistic that we can adjust, but it does take sometime.

Bob Gibson – OctagonCapital

It sounded like you were going to be spending a lot of moneyin this current fourth quarter. Is this a new direction, or was this planned? Justgive us some color.

Michael Vels

It was planned, Bob. The estimate of 260 for the total yearis something we've held to all year. Many of the investments that we're makingare back ended. We only recently started on the construction, for example, ofour distribution warehouses out west and so we currently have the floors inplace and the walls up in Vancouverand Saskatoon. A lot of thatspending will be coming in the fourth quarter.

Secondly, much of the capacity investment in the UKbegan construction in the third quarter, it will be paid for in the fourth. A fairlysignificant amount of the first shift at Brandonwill be finalized and paid in the fourth quarter as well.

So there are several back-ended projects, just in terms ofpayment flows, but that is what we planned and it is within our estimate weprovided at the beginning of the year. And, I may add, no new projects over andabove what we had anticipated at that point.

Bob Gibson – OctagonCapital

Last quarter you said if the Canadian dollar was above par,you might have to reevaluate your supply chain. Any comments?

Michael McCain

That's, something we will constantly be looking at. We're 2%higher or 3% higher than above par today. Certainly would rather be $0.90 thanparity and we would rather be at $0.80 than $0.90. But I don't think we'rematerially above par at this stage. Iwould tell you that responding to the currency environment that we face todayis something that is just requiring all of our organization's attention and theresponse mechanism is about cost, cost and cost. We're just scrubbing every cornerof our business looking for opportunities to readjust, to realign our business,to compete in the North American market at a parity dollar.

If the currency goes to $1.10, we'll look for newopportunities. If it goes to $1.20, we'll look for new opportunities. Do wehave a plan for every eventuality of where this currency goes? The answer isno. Do we have confidence that whatever comes our way, we're going to react toit in a very aggressive way? Certainly as the currency grows, the primarymechanism is cost reduction.

Operator

Your next question comes from Irene Nattel – RBC CapitalMarkets.

Irene Nattel – RBCCapital Markets

Both of you mentioned in your prepared remarks that thebalance sheet gearing levels are lower than where they have been historicallyand probably a little bit lower than your target levels.

In the past, or in the recent past, you've indicated thatyou don't really want to make any big acquisitions right now, given everythingthat's underway. Would you care to comment on how you're thinking at this pointin time about acquisitions?

Michael Vels

Our perspective on acquisitions hasn't changed. We're notlooking for big acquisitions. Actually we're not even looking for smallacquisitions in our protein business. All of the focus in the protein businessis around completing our capital spend and the restructuring that's required inthat business to reposition it with the new consumer product space direction.

On the bakery side, however, we do continue to scan foracquisitions, particularly in Europe. We continue tolook for new growth platforms, even in our mature Canadian business, and aswe've said before, we do think there are acquisition opportunities in thefrozen/par-baked bakery business in the U.S.

So we haven't slowed down our activity or our point of viewon acquisitions in the bakery business, but we're not out actively looking foracquisitions in protein at this point. We believe that will change as ourprotein business comes in line. We'll more and more need to look outside of Canadain our protein business for growth, and that will likely come fromacquisitions.

Michael McCain

I think it would be fairto say, Irene, that over the course of the next couple years, our firstpriority and 98% of our time is based on getting the foundation of our repositioningthe business right and executing what we have on the plate today as opposed toacquiring larger acquisitions. So that's clearly where our focus of effort isin the next couple of years, and that's the appropriate place.

You could probably safely expect that we'll have anunder-levered balance sheet for 18 to 24 months at least, but we would notexpect to sustain that situation into the long term. Once we get ourrestructuring complete, we'll have the balance sheet to look at some game-changingstrategies for the organization going forward.

At the end of the day, it's a nice place to be through thisposition of change, but we'll look for game changes in a couple of years.

Irene Nattel – RBCCapital Markets

If we could just stay with the protein segment for a moment,how is the startup in Brandoncoming along, the second shift?

Michael McCain

We started in the front end of that second shift onSeptember 4th and it's gone phenomenally well. The startup occurred with greatprecision and we've been on plan, on track almost to the day in the ramp-up sofar this fall. We're not yet complete through the ramp-up, and keep in mindthat's only in the front end portion of that process. The more complex back endstartup won't occur until the fall of 2008. So all I can tell you today, isabsolutely on track and so far, doing exceptionally well.

Irene Nattel – RBCCapital Markets

One final question, if I may. In the bakery segment, you hadannounced price increases for Q4, but clearly wheat prices have continued to goup. So I'm wondering whether the price increases you've already announced aregoing to cover the incremental input costs, or do you think you're going tohave to take more early next year?

Michael McCain

I think it's highly likely that we'll have to take more nextyear, but we're studying that very carefully. I'd say the balance ofprobability is that we would have to take more, but there are two observationsI would make.

More recently, if you track it on a day-by-day basis as wedo, more recently it has come off a bit, actually down to the $8 mark. Wherethat trend unfolds is an important consideration.

Also, what the wheat futures is saying is that there'sactually an inverted curve here. So it peaks and then declines in the back halfof next year. All of which is to say it's a very volatile situation. We'remonitoring it very carefully and we haven't made a final decision yet as towhether or not we absolutely do need to take further price adjustments in thefirst quarter of 2008.

It is uncharted waters for us in that respect, so we'relooking at it very carefully and we would hope to make a decision on thatsometime over the next 30 or 60 days.

Operator

Your next question comes from Cherilyn Radbourne - Scotia Capital Markets.

CherilynRadbourne - Scotia Capital Markets

I was hoping you could speak about, for each of the threebusiness segments, the sequential change in your earnings from Q2 to Q3? Becausethere's been a lot of change in the commodity market since 3Q06 and so I thinkit would be more helpful for me to have a discussion about the sequentialchange in earnings as opposed to the year-over-year change.

Michael McCain

The problem with that analysis, Cherilyn, is that there'ssuch extraordinary seasonality in our business. If you look at theyear-over-year change, the actual progression from quarter to quarter kind ofcracks and last year, reasonably well, and reflects the normal seasonality ofthe various businesses in the portfolio. You can do bridging in this businessfrom one quarter to the adjacent quarter, but I would respectfully suggest thatit's much less meaningful than the quarter over quarter because of thatseasonality.

CherilynRadbourne - Scotia Capital Markets

So just thinkingabout the meat products group, for example, you've had a movement in yourearnings in that sector from $21 million in the first quarter to $15 million inthe second quarter, to $11 million this quarter. Would that be primarily just aseasonal pattern, or could you reflect for us some of the underlying movementsin the businesses?

Michael McCain

There is a combination of both of those, but the mostsignificant, I think, you get much closer symmetry to the year-over-yearpercentage changes quarter to quarter than you would the actual quarter resultsbecause, for example, in primary processing, which is embedded today in ourportfolio -- significantly embedded -- you have a large exposure today andhaven't materially adjusted that in the fresh business. There's very, very materialshift in the profitability of that fresh business seasonally.

By way of an example, July and August are historically theabsolute two worst months of the year in our primary fresh pork operations andthey have been for a decade, as long as I've been involved. That's just a shortform version of there's a combination of changes within the portfolio and themix of businesses in it, but the seasonality is so defined and pronounced inthe business that I really think that the quarter over quarter is a betteranalysis.

CherilynRadbourne - Scotia Capital Markets

Could you give us some commentary then on how the processedmeat and meals business has performed year-to-date?

Michael McCain

In general, theprocessed meat and meals business in terms of its profitability is down on ayear-to-date basis and the fresh performance is up, largely reflecting thefirst half of the year, and our ability as raw materials costs ramped updramatically and food inflation, primarily affecting the value-added portion ofthe business, and our ability to pass on prices from a lag time perspective.

So the lion's share driving that is the lag effect inpricing on the further value-added processed meats and meals business. Our volumesare strong. They continue to be strong. Through to the end of the thirdquarter, both our margins and volumes are in good shape, so there's nothingfundamental but positive news in our value-added meats and meals business.There's always some puts and takes there along the way, but in general terms,the only material factor here is the lag time in prices.

CherilynRadbourne - Scotia Capital Markets

Any further thoughts on when we might see some enhanceddisclosure, separating the fresh versus the further processed businesses?

Michael McCain

I think it's going tobecome increasingly difficult to accomplish that as we integrate thesebusinesses, Cherilyn, so I don't know that we'll be able to accommodate that.

CherilynRadbourne - Scotia Capital Markets

Last question for me, if I could. The notes to yourfinancial statements indicate that there was an award of 1.5 million restrictedshare units in October. Could you just tell us what that relates to?

Michael Vels

It relates to our long-term stock incentive program,Cherilyn. The company today mostly issues restricted share units as opposed tooptions. Every year in the early fall, we make our annual awards and that'swhat that would have represented. The way that is currently financed by thecompany is the restricted stock units are awarded to employees, but they aredeferred and the vesting of those stock units depends on the stock priceperformance compared to the performance of the S&P Food Index; very similarto the performance vesting that we had on our options.

The difference is that the company trust now purchases thoseshares over time and holds them until such time as they vest. So you will seethat payment coming through in our cash flow statements under the purchase oftreasury shares as well.

Operator

Your next question comes from Irene Nattel – RBC CapitalMarkets.

Irene Nattel – RBCCapital Markets

You did note the significant losses in hog production. Is itfair to say that the year-over-year decline in contribution from the agri businessgroup is all attributable to the losses from hog production?

Michael Vels

Yes, that would be correct. Because of the discontinuedoperations disclosures, there are no animal feed results in either this year. Therendering business, as Michael said, is better this year because of increasedcommodity prices, so the net differential – in fact, slightly more than the netdifferential -- would be all attributable to hog production losses.

Irene Nattel – RBCCapital Markets

Yes, that's what Iwas wondering. So in fact, the losses were greater than the year-over-yeardecline?

Michael Vels

Yes, that's correct.

Operator

There are no further questions registered at this time. Iwould now like to turn the call back to Mr. McCain.

Michael McCain

Thank you very much. I appreciate your patience. We have ourwork cut out for us in the next two years as we just finished our firstanniversary of our new direction and new vision for Maple Leaf Foods. We arefinishing this first year full of optimism for Destination 2010, in spite of the short-termchallenges of some pretty volatile and challenging market conditions in thegreater marketplace.

Thank you for your patience, and we look forward to the nextquarter.

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