SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the SECURITIES EXCHANGE ACT OF 1934 ----------------------- Date of Report (Date of earliest event reported): January 18, 2001 McCormick & Company, Incorporated (Exact name of registrant as specified in its charter) Maryland 0-748 52-0408290 (State of other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 18 Loveton Circle Sparks, Maryland 21152 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) 771-7301
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On January 18, 2001, the Registrant issued a press release, which included a document labeled "Fourth Quarter Report," that is filed as Exhibit 99.1 hereto and incorporated herein by reference. Also attached to this Form 8-K, and filed as Exhibit 99.2 and incorporated herein by reference, is a document entitled "Selected Quarterly Data as Reclassified (Unaudited)." ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. 99.1: Press Release dated January 18, 2001 99.2: Selected Quarterly Data as Reclassified (Unaudited).
- 2 - SIGNATURES 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 hereunto duly authorized. McCORMICK & COMPANY, INCORPORATED Date: January 18, 2001 By: /S/ KENNETH A. KELLY, JR. --------------------------------------- Kenneth A. Kelly, Jr. Vice President & Controller
Exhibit 99.1 FOR IMMEDIATE RELEASE MCCORMICK REPORTS RECORD PROFIT AND SALES FOR FISCAL 2000 SPARKS, MD, JAN. 18 - - - McCormick & Company, Incorporated (NYSE:MKC), today reported record sales and earnings per share for the fourth quarter and fiscal 2000. Earnings per share for the year ended November 30, 2000 were $1.98 compared to $1.43 for 1999. Excluding special charges and an accounting change, earnings per share increased 18% to $1.99 from $1.69. Sales for fiscal year 2000 increased 6% to $2.1 billion. Excluding foreign exchange and the August 31 acquisition of Ducros, sales increased 4%. Each of the Company's three business segments - consumer, industrial and packaging - contributed to this sales growth. Gross profit margin ended the year at 37.9% versus 35.7% in 1999. This was accomplished with stronger sales growth in the consumer business which has a higher margin, cost reduction efforts across all business segments, the shift to more value-added, higher margin products within the industrial business and the addition of the Ducros business. McCormick's unconsolidated businesses grew sales 15% and contributed income of $18.2 million, an increase of 36% versus 1999. Fourth quarter earnings per share were 84CENTS and 76CENTS for 2000 and 1999, respectively. Excluding special charges, earnings per share for the quarter increased 9% to 84CENTS compared to 77CENTS for the prior year. Sales for the quarter grew 10% over 1999 to $680 million. Excluding Ducros and foreign exchange, sales grew 2%. Gross profit margin for the quarter increased to 43.8% from 40.3% in 1999. Free cash flow (operating cash flows less dividend payments and capital expenditures) was $96 million for fiscal year 2000. This is on target with our long-term goal of $75-100 million per year. Consumer Business Sales for McCormick's consumer business rose 21% over last year's fourth quarter. Excluding Ducros and foreign exchange, sales grew 5%. In local currency, consumer sales were up 6% in the Americas, unchanged in Europe (excluding Ducros) and up 9% in Asia. The sales gains were volume-driven and resulted from effective marketing programs and new products. Operating income for the quarter increased 18% to $80.9 million. As a percent of sales, operating income decreased to 20.7% from 21.4% which reflects the anticipated impact of Ducros.
Industrial Business Industrial sales declined 4% versus last year's quarter. Excluding foreign exchange, the decline was 1%. In local currency, industrial sales declined 3% in the Americas, grew 2% in Europe and grew 14% in Asia. In the Americas, the sales weakness occurred as a result of continued slowness in sales to restaurant customers as well as price reductions taken in the ingredient business to match lower commodity costs. The increase in the industrial business in Europe is an improvement over the performance of earlier quarters in fiscal 2000. Operating income for the quarter declined 3% to $18.5 million versus last year. As a percent of net sales, operating income was unchanged at 7.6% for the quarter. Packaging Business The packaging business reported third party sales up 1% for the quarter over last year, with the increase primarily in our tube business. Operating income (including intersegment business) was $5.5 million, an increase of 6%. As a percent of total sales, operating income (including intersegment business) increased to 9.7% from 9.6%. Chairman's Comments Commented Robert J. Lawless, Chairman, President & CEO, "We are pleased with our financial performance for 2000. Sales growth initiatives and improvements in operations contributed to a successful year. The Company's branded products continue to benefit from well-executed strategies in markets worldwide. Sales in our industrial business fell short of expectations - volume gains with food service customers and food processors were offset by sales softness with our restaurant customers. However, the industrial segment continues to improve margins with sales of more value-added products. Our packaging business had good sales growth and achieved operating profit growth despite an increase in resin costs. "A landmark event for McCormick in 2000 was the acquisition of Ducros, the leading spice business in Europe. The integration of this business is proceeding smoothly and in accordance with our business plan. Our estimate for dilution in 2001 earnings remains 10CENTS per share. We expect that most of the dilution to be recorded in the first and second quarters of fiscal 2001. As a result, we expect that most of our earnings per share growth for 2001 will occur in the second half of the year. "In November of 2000, we launched Beyond 2000 (B2K), a global initiative of business process improvement enabled by state-of-the-art information technology. We expect a return on this investment through more efficient processes throughout our organization. We will improve asset management, integrate communications with customers and expand eBusiness opportunities. Our total capital expenditures in 2001 will be in a range of $85-95 million. In 2001, capital expenditures together with higher interest from the Ducros acquisition will cause our annual free cash flow to be below our long-term target of $75-100 million. We will be back on track with this target in 2002. We are confident that the returns from B2K will provide funding for future sales initiatives and profit improvement.
"As we begin 2001, we are pleased that food stocks have gained some interest among investors and that our shareholders are benefiting from a better stock price for McCormick. Our commitment is to continue to deliver financial results that are among the best in the industry. One of our long-term goals is to increase sales 4-6%. In 2001, with a full year of the Ducros business, our sales growth goal is 12-14%. We expect gross profit margin to reach 40% in 2001 and grow to 42% for fiscal year 2003. We also have a long-term objective to grow earnings per share 10-12%. Including dilution from the Ducros acquisition, we expect to increase earnings per share in 2001 by 8-10%. "We thank our employees for their accomplishments in 2000 and commitment to a successful future. I am confident that McCormick has the right strategies and team in place to maintain our momentum, achieve aggressive goals and build shareholder value in 2001 and beyond." Forward-Looking Statement Certain information contained in this release, including expected trends in net sales and earnings performance, are "forward-looking statements" within the meaning of Section 21E of the Securities and Exchange Act of 1934. Forward-looking statements are based on management's current views and assumptions and involve risks and uncertainties that could be materially affected by external factors such as: actions of competitors, customer relationships, fluctuations in the cost and availability of supply chain resources and foreign economic conditions, including currency rate fluctuations. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. About McCormick McCormick & Co., Inc. is the global leader in the manufacture, marketing and distribution of spices, seasonings and flavors to the entire food industry - to foodservice and food processing businesses as well as to retail outlets. In addition, the packaging group manufactures and markets specialty plastic bottles and tubes for personal care and other industries. # # # For information: 410-771-7310 1/2001
McCormick & Company, Incorporated FOURTH QUARTER REPORT CONSOLIDATED INCOME STATEMENT (In thousands except per-share data) THREE MONTHS ENDED YEAR ENDED --------------------------- ------------------------- (Unaudited) (Unaudited) 11/30/2000 11/30/1999 11/30/2000 11/30/1999 ------------ ----------- ---------- ---------- NET SALES Consumer $390,639 $322,123 $996,944 $898,487 Industrial 243,065 252,949 948,229 938,751 Packaging 45,827 45,363 178,351 169,679 ------------ ----------- ---------- ---------- Total Net sales 679,531 620,435 2,123,524 2,006,917 Cost of goods sold 381,888 370,535 1,318,712 1,289,714 ------------ ----------- ---------- ---------- Gross profit 297,643 249,900 804,812 717,203 Gross profit margin 43.8% 40.3% 37.9% 35.7% Selling, general & administrative expense 200,658 166,495 578,696 521,346 Special charges 45 310 1,068 25,714 ------------ ----------- ---------- ---------- Operating income 96,940 83,095 225,048 170,143 Interest expense 14,928 7,912 39,736 32,431 Other income 810 1,490 685 4,647 ------------ ----------- ---------- ---------- Income before income taxes 82,822 76,673 185,997 142,359 Income taxes 29,861 27,734 66,649 57,210 ------------ ----------- ---------- ---------- Net income from consolidated operations 52,961 48,939 119,348 85,149 Income from unconsolidated operations 4,686 5,040 18,183 13,357 ------------ ----------- ---------- ---------- Net Income before cumulative effect of acctg change 57,647 53,979 137,531 98,506 Cumulative effect of accounting change - net of taxes - - - 4,800 ------------ ----------- ---------- ---------- NET INCOME $57,647 $53,979 $137,531 $103,306 ============ =========== ========== ========== EARNINGS PER SHARE - BASIC Continuing operations 0.84 0.76 2.00 1.38 Cumulative effect of an accounting change - - - 0.07 TOTAL EARNINGS PER SHARE - BASIC 0.84 0.76 2.00 1.45 ============ =========== ========== ========== Average shares outstanding - basic 68,438 70,729 68,799 71,449 EARNINGS PER SHARE - ASSUMING DILUTION Continuing operations $0.84 $0.76 $1.98 $1.36 Cumulative effect of an accounting change - - - 0.07 TOTAL EARNINGS PER SHARE - ASSUMING DILUTION $0.84 $0.76 $1.98 $1.43 ============ =========== ========== ========== Average shares outstanding - assuming dilution 69,023 71,350 69,580 71,999 Note: The Company has reclassified the effect of an accounting change related to pension expense in 1999 from special charges to cumulative effect of accounting change - net of taxes. In addition, the Company reclassified royalty income and amortization of goodwill from other income to selling, general & administrative expense. All prior year amounts have been reclassified to conform to the current year presentation. The net amounts of royalty income and amortization of goodwill were $(737) and $780 for the fourth quarter of 2000 and 1999, respectively and $2,441 and $971 for the fiscal year of 2000 and 1999, respectively. For the amount of the reclassifications of these items for prior quarters, see the Company's form 8-K filed in January, 2001. CONDENSED CONSOLIDATED BALANCE SHEET (In thousands) 11/30/2000 11/30/1999 ------------------- ---------------- ASSETS Receivables $303,340 $213,926 Inventories 274,039 234,171 Prepaid allowances 96,072 109,253 Property, plant and equipment, net 372,999 363,251 Other assets 613,489 268,178 ------------------- ---------------- Total assets $1,659,939 $1,188,779 =================== ================ LIABILITIES AND SHAREHOLDERS' EQUITY Short-term borrowings $551,960 $100,671 Other current liabilities 475,196 369,961 Long-term debt 160,192 241,432 Other liabilities 113,248 94,293 Shareholders' equity 359,343 382,422 ------------------- ---------------- Total liabilities and shareholders' equity $1,659,939 $1,188,779 =================== ================
Exhibit 99.2 - ------------------------------------------------------------------------------------------------------------ Selected Quarterly Data as Reclassified (Unaudited) McCormick & Company, Incorporated Millions except per share data First Second Third Fourth Year - -------------------------------------------------- ---------- ----------- ---------- ---------- ------------ - -------------------------------------------------- ---------- ----------- ---------- ---------- ------------ 2000 NET SALES $462.4 $485.7 $495.9 $679.5 $2,123.5 GROSS PROFIT 163.8 170.5 172.9 297.6 804.8 OPERATING INCOME 36.1 40.9 51.1 96.9 225.0 NET INCOME 24.4 24.2 31.3 57.6 137.5 EARNINGS PER SHARE BASIC .35 .35 .46 .84 2.00 ASSUMING DILUTION .35 .35 .45 .84 1.98 - -------------------------------------------------- ---------- ----------- ---------- ---------- ------------ 1999 Net Sales $441.5 $468.2 $476.8 $620.4 $2,006.9 Gross Profit 145.3 157.7 164.2 250.0 717.2 Operating income 32.6 13.2 41.2 83.1 170.1 Net income before accounting change 18.2 1.0 25.4 53.9 98.5 Net income 23.0 1.0 25.4 53.9 103.3 Earnings per share - basic Net income before accounting change .25 .01 .36 .76 1.38 Net income .32 .01 .36 .76 1.45 Earnings per share - assuming dilution Net income before accounting change .25 .01 .35 .76 1.36 Net income .32 .01 .35 .76 1.43 The following reclassifications have been made in the above presentation to the quarterly results previously reported: 1. The cumulative impact of changing the method of determining the market-related value of pension plan assets has been reclassified from a special charge in the second quarter of 1999 to a cumulative effect of accounting change in the first quarter of 1999. 2. Royalty income, which was previously excluded from operating income in 1999, has been reclassified to be included in operating income. Royalty income for the first three quarters of 2000 had already been reflected in selling, general and administrative expenses in the related quarterly financial statements. 3. Amortization of goodwill, which was previously excluded from operating income in 2000 and 1999, has been reclassified to be included in operating income.
The amounts related to the above items by quarter and for the full year are as follows: Millions except per share data First Second Third Fourth Year - -------------------------------------------------- ---------- ----------- ---------- ---------- ------------ - -------------------------------------------------- ---------- ----------- ---------- ---------- ------------ 2000 - INCREASE (DECREASE) OPERATING INCOME AMORTIZATION OF GOODWILL $(1.3) $(1.3) $(1.3) $(3.3) $(7.2) ROYALTY INCOME 2.3 2.1 2.6 2.6 9.6 ---------- ----------- ---------- ---------- ------------ ---------- ----------- ---------- ---------- ------------ 1.0 .8 1.3 (.7) 2.4 ---------- ----------- ---------- ---------- ------------ 1999 - Increase (decrease) Operating income Amortization of goodwill $(1.5) $(1.5) $(1.3) $(1.2) $(5.5) Royalty income 1.4 1.4 1.6 2.0 6.4 Cumulative effect of accounting change - (7.7) - - (7.7) ---------- ----------- ---------- ---------- ------------ ---------- ----------- ---------- ---------- ------------ (.1) (7.8) .3 .8 (6.8) ---------- ----------- ---------- ---------- ------------ ---------- ----------- ---------- ---------- ------------ Net income before accounting change - (4.8) - - (4.8) Cumulative effect of accounting change 4.8 - - - 4.8 Net income 4.8 (4.8) - - -