OVERVIEW
The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understandMcCormick & Company, Incorporated , our operations, and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes thereto, included in Item 1 of this report. We use certain non-GAAP information - more fully described below under the caption Non-GAAP Financial Measures - that we believe is important for purposes of comparison to prior periods and development of future projections and earnings growth prospects. This information is also used by management to measure the profitability of our ongoing operations and analyze our business performance and trends. Unless otherwise noted, the dollar and share information in the charts and tables in MD&A are in millions, except per share data. Business profile McCormick is a global leader in flavor. We manufacture, market and distribute spices, seasoning mixes, condiments and other flavorful products to the entire food industry - retailers, food manufacturers and the foodservice business. In fiscal year 2019, approximately 40% of our sales were outside of theU.S. We also are partners in a number of joint ventures that are involved in the manufacture and sale of flavorful products, the most significant of which isMcCormick de Mexico . We manage our business in two business segments, consumer and flavor solutions. Recent Events and 2020 Outlook During the three and six months endedMay 31, 2020 , the effects of a new coronavirus ("COVID-19") and related actions to attempt to control its spread significantly impacted not only our operating results but also the global economy. OnMarch 11, 2020 , theWorld Health Organization designated COVID-19 as a global pandemic. The impact of COVID-19 on our consolidated operating results for the three months endedFebruary 29, 2020 was limited, in all material respects, to our operations inChina where the Chinese government mandated numerous measures, including closures of businesses, limitations on movements of individuals and goods, and the imposition of other restrictive measures, in its efforts to mitigate the spread of COVID-19 within the country. In the first quarter of 2020, sales in ourAsia/Pacific region declined by$39.6 million from the corresponding quarter in 2019, driven by the decline in the first quarter of 2020 sales in ourChina operations, as compared to the corresponding period in 2019, that approximated$43 million . That$43 million decline was driven by government-mandated measures, imposed to mitigate the spread of COVID-19, including measures that caused us to institute work-at-home protocols for many of our employees and to close our manufacturing facilities in ourChina operations during a portion of the first quarter. Our plants inChina have since resumed operations, with our plants inShanghai andGuangzhou resuming operations inmid-February 2020 and ourWuhan plant inmid-March 2020 . The pandemic spread outside ofChina during our second quarter of fiscal year 2020 to impact operations in ourAmericas andEurope ,Middle East andAfrica ("EMEA") regions in addition to elsewhere in ourAsia/Pacific region. In theU.S. , many state and local governments, based on local conditions, either recommended or mandated actions to slow the transmission of COVID-19. These measures ranged from limitations on crowd size, together with closures of bars and dine-in restaurants, to mandatory orders for non-essential citizens to shelter in place. Governments in non-U.S. jurisdictions also implemented shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibited many employees from going to work. Borders between countries have been closed to contain the spread of COVID-19 contagion. Uncertainty with respect to the economic effects of the pandemic introduced significant volatility in the financial markets.
We identified three priorities while navigating through the period of volatility and uncertainty associated with various stages of the COVID-19 pandemic:
•First, to ensure the health and safety of our employees and the quality and integrity of our products. •Second, to keep our brands and our customers' brands in supply and to maintain the financial strength of our business. •Third, to ensure McCormick emerges strong from this event. The pandemic will come to an end and we believe that we will come out a better company by driving our long-term strategies, responding to changing consumer behavior and capitalizing on opportunities from our relative strength. 28 -------------------------------------------------------------------------------- Table of Contents During the three months endedMay 31, 2020 , we undertook numerous measures to ensure that these priorities were achieved, including: (i) for our manufacturing and distribution employees,who played a critical role in maintaining the supply of our products to our customers and consumers, we instituted pre-shift temperature checks, increased pay and benefits, and provided time to enable social distancing and even greater sanitation procedures during shift changes; (ii) for our other employees, we instituted work-from-home arrangements; (iii) we maintained close communication with customers and suppliers to enable us to react to changing demand; and (iv) throughout the organization, we empowered global, regional and local crisis response teams that enabled us to react quickly to the challenging environment. We elected to pause activities related to our global enterprise resource planning ("ERP") replacement program in the balance of fiscal 2020. Current travel restrictions and border closures imposed by governments to mitigate COVID-19 contagion would make it impossible to provide on-the-ground support at the times of pilot go-lives previously planned for fiscal 2020, and we do not have a clear line of sight as to when those restrictions will be lifted. For these reasons, we have chosen to refocus our employees on the three previously described priorities while navigating through this period of volatility and uncertainty. During the second quarter of 2020, we partnered with our customers to monitor consumer demand changes and address the shift to at-home consumption versus away from home. We estimate that away-from-home consumption has historically represented approximately 20% of our consolidated sales. As we expected, the government-mandated closure of dine-in restaurants in many of our markets reduced demand in our flavor solutions segment in the second quarter of 2020 from our foodservice customers as COVID-19 measures eliminated dine-in services and limited restaurants to carry-out or delivery only. Also, as we expected in the second quarter of 2020, the effects of COVID-19 measures, including mandatory lock-downs, increased at-home consumption, and related demand, from customers in our consumer segment as well as from customers in our flavor solutions segment that use our products to flavor their own brands for at-home consumption. In the three months endedMay 31, 2020 , our sales increased by 7.6% over the prior year level. That increase was driven by a 26.0% increase in sales of our consumer segment, partially offset by an 18.5% decline in sales of our flavor solutions segment. Late in the second quarter of 2020, we saw some loosening of government-mandated COVID-19 restrictions in certain locales as, dependent upon the local extent and severity of COVID-19 infections, efforts to enter the first phase of recovery began. To the extent that COVID-19 continues or worsens, governments may maintain restrictions or impose additional restrictions. We believe that the phasing and steps to COVID-19 recovery will vary among regions, countries or local jurisdictions. We also believe that the impact, extent and timing of COVID-19 and the recovery from its effects are highly uncertain and could be far reaching. In light of the evolving health, social, economic, and business environment, governmental regulation or mandates, and business disruptions that could occur, the short-term and long-term impact that COVID-19 could have on our financial condition and operating results remains unknown. Earlier this year, we withdrew the fiscal 2020 outlook, summarized in Management's Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report on Form 10-K for the year endedNovember 30, 2019 . The environment in which we operate continues to evolve, and there remains a high degree of uncertainty about the pace and shape of the COVID-19 recovery as well as the impact and extent of potential resurgences. As a consequence of these uncertainties and the resultant variability that they may introduce to our results during the remainder of this fiscal year, we are not providing a fiscal 2020 financial outlook at this time. As of the date of this filing, our current expectations with respect to certain factors impacting our operations during the six-month period endingNovember 30, 2020 include the following: (i) we believe that the increased consumer preference for cooking at home experienced in the second quarter will be sustained, continuing a favorable impact in our consumer segment in the second half of the year, but at a less elevated level than in our second quarter; (ii) we expect demand from our packaged food customers in the flavor solutions segment to return to pre-COVID-19 levels; (iii) we expect the away-from-home component of our flavor solutions segment to gradually and partially recover throughout the second half of the year, but remain below the prior year level; (iv) we anticipate that the significant favorable impact on gross margin from a higher mix of consumer segment sales in the first half of 2020 is unlikely to continue to the same extent in the latter half of the year; and (v) as we did in the second quarter, we expect to incur incremental COVID-19 costs during the second half of the year, with those incremental costs more heavily weighted in the third quarter rather than in the fourth quarter. In addition, our current expectations with respect to certain factors impacting our operations for the fiscal year endingNovember 30, 2020 include the following: (i) we continue to project that the impact of COVID-19 on our sales inChina will reduce our annual consolidated net sales growth in fiscal 2020 by 1% to 2% as compared to the 2019 level; (ii) we continue to expect mid-single digit percentage inflationary pressures, CCI savings of approximately$105 million , and a mid-single digit percentage increase in brand marketing investments for fiscal 2020, all as compared to the 2019 levels; (iii) we anticipate a negative impact from foreign exchange rates on our fiscal 2020 annual results as compared to fiscal 2019; and (iv) we expect a high to mid-single 29 -------------------------------------------------------------------------------- Table of Contents digit percentage decline in our income from unconsolidated operations for fiscal year 2020 from that of the prior year as a result of unfavorable foreign currency rates. The pace and shape of the COVID-19 recovery described above as well as the impact and extent of potential resurgences is not presently known. These and other uncertainties could result in changes to our current expectations in addition to a number of adverse impacts to our business, including but not limited to additional disruption to the economy and consumers' willingness and ability to spend, temporary or permanent closures by businesses that consume our products, such as restaurants, additional work restrictions, and supply chains being interrupted, slowed, or rendered inoperable or, in the case of significant increased demand for our product, incapable of fulfilling that increased demand. As a result, it may be challenging to obtain and process raw materials to support our business needs, and individuals could become ill, quarantined, or otherwise unable to work and/or travel due to health reasons or governmental restrictions. Also, governments may impose other laws, regulations or taxes which could adversely impact our business, financial condition or results of operations. Further, if our customers' businesses are similarly affected, they might delay or reduce purchases from us. The potential effects of COVID-19 also could impact us in a number of other ways including, but not limited to, variations in the level of our profitability, laws and regulations affecting our business, fluctuations in foreign currency markets, the availability of future borrowings, the cost of borrowings, valuation of our pension assets and obligations, credit risks of our customers and counterparties, and potential impairment of the carrying value of goodwill or other indefinite-lived intangible assets. RESULTS OF OPERATIONS - COMPANY Three months ended Six months ended May 31, 2020 May 31, 2019 May 31, 2020 May 31, 2019 Net sales$ 1,401.1 $
1,301.9
7.6 % - % 3.1 % 0.7 % Components of percent growth in net sales - increase (decrease): Volume and product mix 7.4 % 2.1 % 2.6 % 3.1 % Pricing actions 2.2 % 0.7 % 1.7 % 0.4 % Foreign exchange (2.0) % (2.8) % (1.2) % (2.8) % Gross profit$ 579.5 $ 508.5 $ 1,049.4 $ 975.4 Gross profit margin 41.4 % 39.1 % 40.2 % 38.5 % Sales for the second quarter of 2020 increased by 7.6% from the prior year level and by 9.6% on a constant currency basis (that is excluding the impact of foreign currency exchange as more fully described under the caption, Non-GAAP Financial Measures). That 7.6% sales increase was driven by higher sales in our consumer segment, which increased by 26.0% over the 2019 level, partially offset by lower sales in our flavor solutions segment, which declined by 18.5% from the prior year level. On a consolidated basis, higher volume and favorable product mix increased sales by 7.4% while pricing actions added 2.2% to sales. That net volume increase and favorable mix was driven by sharply higher demand within our consumer business, as government-mandated measures, imposed to mitigate the spread of COVID-19 in the second quarter of 2020 and the ensuing change in consumer behavior, resulted in a shift in consumer behavior toward at-home meal preparation that more than offset sharply lower demand within our flavor solutions business principally associated with our quick service restaurant and branded food service customers. Sales were also impacted by unfavorable foreign currency rates that reduced net sales 2.0% compared to the year-ago quarter and is excluded from our measure of sales growth of 9.6% on a constant currency basis. Sales for the six months endedMay 31, 2020 increased by 3.1% from the prior year level and increased by 4.3% on a constant currency basis. Favorable volume and product mix increased sales by 2.6% while pricing actions added 1.7% to sales. Sales were impacted by unfavorable foreign currency rates that reduced sales by 1.2% as compared to the same period in 2019 and is excluded from our measure of sales growth of 4.3% on a constant currency basis. Gross profit for the second quarter of 2020 increased by$71.0 million , or 14.0%, over the comparable period in 2019. Gross profit for the six months endedMay 31, 2020 increased by$74.0 million , or 7.6% over the comparable period in 2019. Our gross profit margins for the three and six months endedMay 31, 2020 were 41.4% and 40.2%, respectively, an increase of 230 basis points and 170 basis points, respectively, from the same periods in 2019. This improvement was driven by the mix of consumer and flavor solutions sales in both the quarter and year-to-date periods. Also, as a percentage of sales, the gross margin impact of CCI-led cost savings were offset, in part, by higher conversion costs and increased material costs in both the quarter and year-to-date periods. Increased conversion costs during the three months endedMay 31, 2020 included certain matters associated with COVID-19, such as the impact of lower production volumes of flavor solutions inventories, reduced 30 -------------------------------------------------------------------------------- Table of Contents productivity related to measures to enable manufacturing and distribution staff to maintain social distancing and permit enhanced cleaning between shifts, and higher inventory provisions in response to lower demand by certain customers. Three months ended Six months ended May 31, 2020 May 31, 2019 May 31, 2020 May 31, 2019
Selling, general & administrative expense (SG&A)
293.3$ 593.9 $ 561.2 Percent of net sales 22.8 % 22.6 % 22.8 % 22.2 % SG&A increased by$25.9 million in the second quarter of 2020 compared to the 2019 level, driven by (i) higher performance-based employee incentive expense accruals; (ii) a one-time fiscal 2019 expense reduction from the alignment of an employee benefit plan to our global standard did not recur in 2020; and (iii) less favorable investment results associated with non-qualified retirement plan assets, all as compared to the corresponding period in 2019. SG&A as a percent of net sales increased by 20 basis points from the prior year level, primarily as a result of the previously mentioned factors, partially offset by the impact of the leverage of fixed and semi-fixed expenses over a higher level of sales during the 2020 quarter. SG&A increased by$32.7 million in the six months endedMay 31, 2020 compared to the 2019 level, primarily as a result of (i) higher performance-based employee incentive expense accrual, (ii) higher expenses associated with efforts related to implementation of a global ERP platform; (iii) increased brand marketing expenses; (iv) a one-time fiscal 2019 expense reduction from the alignment of an employee benefit plan to our global standard did not recur in 2020; and (v) less favorable investment results associated with non-qualified retirement plan assets, all as compared to the corresponding period in 2019. SG&A as a percent of net sales for the six months endedMay 31, 2020 increased by 60 basis points from the prior year level, primarily as a result of the previously mentioned factors, partially offset by the impact of the leverage of fixed and semi-fixed expenses over a higher level of sales during the 2020 period. Three months ended Six months ended May 31, 2020 May 31, 2019 May 31, 2020 May 31, 2019 Total special charges$ 2.9 $ 7.1 $ 3.9 $ 9.2 During the three months endedMay 31, 2020 , we recorded$2.9 million of special charges consisting primarily of$2.8 million of streamlining actions in EMEA, including$1.9 million related to severance and related benefits,$0.6 million of third-party expenses, and$0.3 million related to other costs.
During the six months ended
During the three months endedMay 31, 2019 , we recorded$7.1 million of special charges, consisting primarily of (i)$4.1 million related to ourGE initiative, including$2.5 million of third-party expenses,$1.1 million related to employee severance and related benefits, and$0.5 million related to other costs, (ii)$2.3 million of employee severance and related benefits associated with streamlining actions in theAmericas and (iii)$0.6 million of streamlining actions in EMEA. During the six months endedMay 31, 2019 , we recorded$9.2 million of special charges, consisting primarily of (i) costs related to ourGE initiative, including$3.5 million related to third party expenses,$1.7 million related to employee severance and related benefits, and$1.0 million related to other costs, (ii)$2.3 million of employee severance and related benefits associated with streamlining actions in theAmericas and (iii)$0.6 million of streamlining actions in EMEA. Three months ended Six months ended May 31, 2020 May 31, 2019 May 31, 2020 May 31, 2019 Interest expense$ 34.4 $ 42.4 $ 69.7 $ 85.4 Other income, net 3.1 6.3 8.6 12.4 Interest expense decreased by$8.0 million in the second quarter of 2020, compared to the same period in 2019, due primarily to a decline in average total borrowings and the lower interest rate environment. Interest expense was$15.7 million lower for the six months endedMay 31, 2020 than the same period of the prior year. That decline was primarily due to a decrease in average borrowings, a lower interest rate environment and the favorable impact of the cross currency interest rate swap contracts entered into duringFebruary 2019 . Other income, net for the three and six months endedMay 31, 2020 decreased by$3.2 million and$3.8 million , respectively, from the 2019 levels due principally to lower non-service cost income associated with our pension and postretirement benefit plans and lower interest income in the three and six months endedMay 31, 2020 . 31
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