McCormick & Company, Incorporated (MKC) Earnings Call Transcript & Summary

Good morning, and thank you for joining our call today on short notice. This is Faten Freiha, Vice President of Investor Relations. Today, we announced an agreement to acquire a controlling interest in our joint venture, McCormick de Mexico, increasing our ownership from 50% to 75%. Our press release and today's presentation are available on our IR website, ir.mccormick.com. We will begin with remarks from Brendan Foley, Chairman, President and CEO; and Marcos Gabriel, Executive Vice President and CFO, followed by a question-and-answer session. During our remarks, we will refer to certain non-GAAP financial measures. Please refer to Slide 17 for a more detailed discussion of these non-GAAP financial measures. As a reminder, today's presentation contains projections and other forward-looking statements. Actual results could differ materially from those projected. The company undertakes no obligation to update or revise publicly any forward-looking statements. whether because of new information, future events or other factors. Please refer to our forward-looking statement on Slide 2 for more information. It is now my pleasure to turn the discussion over to Brendan.

Good morning, and thank you, everyone, for joining us on our call today. We are excited to share with you how the acquisition of a controlling interest in our long-standing joint venture, McCormick de Mexico, strengthens our global flavor leadership and is expected to drive shareholder value. Starting on Slide 4. Let me first say that this is a business we know very well. This is a partnership that started with a handshake agreement in 1947 between 2 legendary leaders from each of our organizations, CP McCormick and Don Ignacio Hernandez del Castillo and has grown into an $800 million consumer brand leader in Mexico. We've had a successful 78-year partnership, and we are thrilled to continue the collaboration with Grupo Herdez. Importantly, the business has delivered strong results for many years, and the McCormick brand commands strong loyalty and affinity among Mexican consumers. This expanded ownership of McCormick de Mexico is aligned with our strategic priorities. It strengthens our global leadership in a core category, condiments and sauces and drives profitable growth as well as great returns. This also reinforces Mayonnaise as a core component of our portfolio and strengthens our position in the attractive and growing Mexican market. Lastly, this transaction creates opportunities for further expansion in Latin America, consistent with the aspirations we shared at our recent Investor Day. Let me touch briefly on the financial impact. The $750 million purchase price gives us an incremental 25% ownership interest in McCormick de Mexico. As a result, we will have a majority or 75% ownership in this successful joint venture. Importantly, the transaction brings significant net sales and EBITDA contribution as we are consolidating these results into the enterprise-wide McCormick financial results. Furthermore, we expect adjusted operating margin and adjusted earnings per share accretion in the first year. Let me give you a brief overview of McCormick de Mexico on Slide 5. McCormick de Mexico is a prominent food company in Mexico. The brand has been a household staple in Mexico for nearly 80 years with a strong presence in mayonnaise. McCormick Mayonesa [indiscernible] is the most widely recognized brand distinguished by its creamy texture with the extra zing of wine, a unique flavor profile loved by Mexican consumers. The portfolio also includes spices, Marmalade, mustard and teas, all of which have a branded leading market share position in Mexico, as well as hot sauce. The business continues to demonstrate a compelling profitable growth trajectory, historically achieved low double-digit sales growth even as it reached greater scale. It sustained strong momentum, growing at a robust mid-single-digit rate in recent years, while also meaningfully improving its operating margin profile. The brand's deep consumer and foodservice operator loyalty, supported by dedicated manufacturing, strong operational performance and a best-in-class leadership team further supports its market leadership. The power of the brand and the business' remarkable track record and expertise, combined with our global capabilities, creates additional growth opportunities through category expansion, increased household penetration and channel expansion in Mexico as well as Latin America. Moving to Slide 6. This purchase solidifies our presence in Mayonnaise, a high-growth and attractive category. It's the second largest global condiment category, sized at $14 billion, and it is growing faster than the overall condiment market. In Mexico specifically, Mayonnaise is an everyday essential with more than 95% household penetration and per capita consumption 5x the global average. Mayonnaise is a primary ingredient in households and food service establishments alike, used in everything from traditional dishes like [indiscernible] to contemporary recipes that blend Mexican and international influences. In Mexico, Mayonnaise is more than a condiment. It's a tradition, a flavor enhancer and a source of culinary inspiration. McCormick's Mayonnaise known for its quality and versatility fits seamlessly into this culinary landscape, allowing the brand to tap into both traditional and modern food trends. Our expansion in the U.S. Hispanic aisle over the last few years with McCormick Mayonesa has yielded great results, and we expect to continue to build on this successful growth. The brand's strong relevance and affinity, supported by a broad portfolio, including flavored and better-for-you options, make it a strategic leader. Moving to Slide 7 and to the broader Mexican market beyond Mayonnaise. Mexico, with its growing rich culinary heritage and evolving consumer flavor preferences, presents a compelling opportunity for McCormick. As the second largest economy in Latin America, Mexico boasts a growing middle class with increasing disposable income, fueling consumption growth. This growth is accompanied by rapid urbanization and a youthful population eager to explore new flavors and global culinary trends, creating more opportunities for McCormick's broad product portfolio. Culturally, Mexico's cuisine is deeply rooted in bold, authentic and vibrant flavors with spices, seasonings and condiments playing a central role in daily cooking. Expanding our presence in Mexico serves as a strategic platform for growth into the broader Latin American region as it increases the scope of proven resources we can leverage to drive further growth. This includes manufacturing, talent, product portfolio and brand strength as well as access to a best-in-class distribution network and go-to-market capabilities. As we shared at our Investor Day, McCormick already has a robust flavor solutions business in the region, particularly in Mexico, which will complement McCormick de Mexico's branded Foodservice business. Furthermore, in the Consumer segment, we have built a foundation in Central America. Over the last few years, through targeted investments in marketing, new products and extending distribution, we have gained significant momentum across the region, including in El Salvador and Honduras, which are markets where we are most mature. In addition, we expanded our Spices and Seasonings and Condiments and Sauces business presence in Guatemala, Costa Rica and Colombia. And we are already seeing early success and high growth rates in these markets. We look forward to building on these successes with the expansion this deal brings. Moving to Slide 8, where we have summarized our growth plans. We have a strong history of creating value from acquisitions, and we expect this transaction to build upon that history. The acquisition is complementary to our existing Condiments portfolio and will broaden our flavor offerings to consumers and Foodservice operators in Mexico, which will drive further growth across Consumer and Flavor Solutions. We will continue to partner with Grupo Herdez, leveraging their capabilities, including their best-in-class route-to-market model to continue to build upon their remarkable track record and drive further growth. As the majority owner, we will have an increased opportunity to expand into adjacent categories and extend the reach of our Flavor portfolio into Mexico. Our combined expertise will allow us to further elevate brand awareness and extend our product offerings into new flavors, formats and eating occasions to drive further household penetration. There is considerable opportunity to welcome new consumers and to increase our penetration with existing consumers. Branded Foodservice is a significant growth opportunity, which McCormick is well positioned to capitalize on. We plan to both expand distribution in existing foodservice channels and increase new restaurant and operator penetration. McCormick's reach across customers with our strong Flavor Solutions business, combined with our culinary foundation and deep insights on menu trends, expands the recipe inspiration and flavor solutions that we will offer operators. To execute on these plans, we will partner with Grupo Herdez and leverage our proven playbook, which is supported by our global sourcing expertise, sales and category management excellence, best-in-class marketing, insight-driven innovation and CCI discipline. Now turning to Slide 9, before Marcos provides more detail on the financial impact of this transaction. I would like to comment on how this acquisition strengthens our global flavor leadership. Acquisitions are a key part of our long-term growth objectives, and we have a strong history of success in driving value through acquisitions. We have a process of filtering opportunities to identify the ones that strengthen our leadership position, expand our capabilities and categories and drive scale and global reach and extend our competitive advantages. Our commitment to this strategy is evident in this transaction. It is now my pleasure to turn it over to Marcos.

Thanks, Brendan, and good morning, everyone. Let's move to Slide 11. As Brendan noted, we have a proven track record of value-enhancing acquisitions, and we expect this expansion of our ownership in McCormick de Mexico will add to that history. This business clearly aligns with our acquisition growth strategy and meets our financial thresholds. It is driving accretion across the P&L and it has minimal impact on net debt to adjusted EBITDA ratio, leaving us with ample flexibility to pursue additional opportunities. Importantly, we have a long and successful history with McCormick de Mexico, and we are confident this expanded ownership will create value for our shareholders. Let me now provide some additional comments on the key financial highlights of the transaction on Slide 12. McCormick is paying $750 million in cash for an incremental 25% ownership in McCormick de Mexico, which represents an approximate multiple of 12x on a proportional EBITDA basis or $45 million, as well as the benefit of incremental annual management fees of approximately $16 million associated with our increased ownership. This transaction will contribute significantly to our consolidated results and will be accretive in year 1 across the P&L. Starting with net sales, we expect mid-single-digit sales growth, which is in line with our long-term growth objectives. From an operating margin perspective, we are adding an asset, primarily in the Consumer segment with an attractive margin profile. We anticipate incurring approximately $10 million to $12 million of transaction costs and will be excluded from our adjusted operating income and adjusted earnings per share metrics. Importantly, McCormick de Mexico's strong cash conversion cycle will be incremental to consolidated cash flow from operations in the first year. Our plan is to fund the deal through a combination of cash on hand and debt with minimal impact to net debt to adjusted EBITDA ratio or leverage ratio. As we said in our year-end earnings call in January, we successfully reduced our leverage ratio to below 3x, and we expect to maintain this position following this transaction, supported by McCormick de Mexico's significant EBITDA contribution. We remain committed to maintaining a strong investment-grade rating and to continue our track record of dividend growth as we have for the last 39 consecutive years. This transaction does not limit our strategic flexibility to pursue future investments. We expect to close the transaction in early 2026 upon receipt of regulatory approval in Mexico. We'll provide further updates on timing and the financial impact to fiscal 2026 when we report our fourth quarter results in January. Before we wrap up, turning to Slide 13, I'd like to discuss how this acquisition will flow through our consolidated results in light of our transition to majority ownership as well as its anticipated pro forma impact on key financial metrics for 2025. Our income statement will reflect 100% of the business' net sales and adjusted operating income. On a 2025 pro forma basis, including McCormick de Mexico, we expect to add approximately $810 million in net sales and $180 million in adjusted operating income as well as operating margin accretion of approximately 60 basis points. The adjusted operating income figure includes the $16 million in incremental management fees associated with our increased ownership referenced earlier. Previously, under unconsolidated income, we recorded the income from our 50% ownership. Going forward, we'll instead eliminate the minority interest or 25% of net income attributable to Grupo Herdez from our consolidated earnings. We anticipate an increase in interest expense as a significant portion of the transaction will be funded with debt. We expect this debt to carry an estimated interest rate of 5.25%. After factoring the higher consolidated earnings, the impact of the new minority interest and higher interest expense, we project adjusted earnings per share accretion of approximately 1% on a pro forma basis. Lastly, this transaction is expected to be cash flow accretive with a minimal impact on return on invested capital or ROIC. In closing, we're confident that increasing our ownership in McCormick de Mexico, which marks the beginning of a new chapter with our long-standing and trusted partners at Grupo Herdez is a great investment. We're well positioned to drive incremental growth and create additional long-term shareholder value. I'll now turn it back to Brendan for some final remarks before we move to your questions.

Thank you, Marcos. To wrap up, I'd like to recap the key takeaways as seen on Slide 15. First, we have a proven track record of creating value through acquisitions, and this transaction is aligned with our growth strategy and long-term objectives. By expanding our ownership of McCormick de Mexico, a growing, well-established and trusted business, we are able to reinforce our global flavor leadership by advancing it in Mexico, broaden our portfolio in the attractive high-growth Mayonnaise category and create a strategic platform for incremental growth in Latin America, an attractive emerging market. Lastly, this transaction is expected to generate meaningful sales growth and operating margin expansion as well as earnings per share accretion in the first year. Ultimately, we are creating value through earnings accretion and maintaining balance sheet flexibility to pursue additional investments. And now let's turn to your questions.

[Interpreted] Our first question comes from the line of Andrew Lazar with Barclays.

I guess I was hoping to get a better idea of maybe in what sort of specific ways, right, the former JV ownership structure might have impeded growth plans, either in other adjacent categories or geographies and how now having majority control maybe solves some of these challenges. Perhaps some like specific examples of this would be helpful in helping us assess the strategic merits of the transaction.

Andrew, thank you for the question. I guess I would open up my reply saying that we don't view this as necessarily having been impeded, but rather, we think this additional acquisition, this additional 25%, certainly enables us to do more -- let me walk through maybe a couple of layers of how to think about that from our perspective. First, I think this makes strategic sense. If you look at our portfolio and you look at our geographic portfolio, this definitely sort of adds diversity to what we have currently. In the near term, the incremental 25% ownership provides us greater participation in the growth of an attractive business with a really strong growth profile that's been performing very well. And in that near-term perspective, I think this allows us to go further in a number of areas to drive value. and contribute to the strategic direction of the joint venture. For example, if we can allocate more resources and capabilities that will drive future growth opportunities like expanding the presence of McCormick products beyond sort of Mayonesa and some of the other categories. It also allows us to help accelerate some of the growth in the other categories that we have there like Teas, Spices and Seasonings, Marmalades because it is a fairly broad portfolio in Mexico. It also allows us to leverage our existing and complementary Flavor Solutions business. The JV has real strength in calling on operators in Foodservice. We also have a lot of strength there. And so we believe that combination really drives also additional value. And also it allows us to continue to bring products from this joint venture into the Hispanic aisle in the United States. We've built a really good foundation in Central America, especially in some markets, and we'll be able to drive further growth with the resources and the knowledge of McCormick de Mexico. I think there's also a mid- to long-term perspective on this, and that is it creates more strategic optionality for us to drive growth within the Latin America region. And think about sort of the incremental scale, both through operations and other resources that this kind of provides us. And so it opens the door for us to think more holistically about how we think about growth within the entire region. And so it does provide a platform for growth beyond the JV, both organically, and I'd also say inorganically, too. So we're thinking about it that way. But ultimately, this provides us an opportunity to more fully participate in the growth of what's a very attractive market and a business that we know well and we trust and it's behind a great brand. And it maintains -- I think it's important to say this maintains near-term optionality for us to also think about further acquisitions broadly in the marketplace. This also builds the full footprint of McCormick at a global level. So those are the things that sort of we look at both in the near term and also the mid- to long term that made sense to kind of make this next move.

Really helpful. And then just a quick one, which is the sales split between Consumer and Foodservice of the JV would be helpful.

Sure. This is predominantly going to land in the Consumer segment, but there are Foodservice sales, which will be placed in Flavor Solutions. And I think when we get to the fourth quarter call, we'll probably provide a little bit more detail on how those will land in each different bucket. But there will be some addition to the Flavor Solutions segment portfolio -- part of our portfolio.

Our next question comes from the line of Tom Palmer with JPMorgan.

First, I wanted to ask on McCormick de Mexico sales mix. Herbs and Spices are a relatively small percent of sales. I think McCormick typically has leading share in Spices and Seasonings in most geographies it operates in. Is there something unique about Mexico or perhaps broader Latin America that limits that category in this region?

Tom, no, not really. I mean we do have leading branded share in this category within Mexico. I think when you look at sort of the mix, it really speaks to sort of the size and scale of Mayonnaise as a category rather than an indication of any weakness in Herbs and Spices as a category. So no, there's nothing specific there. But having said that, we're going to look to, obviously, in working in partnership with our with our partners there is to continue to accelerate sales in Herbs, Spices and Seasonings. So we have really, frankly, a pretty good presence there. But we see more opportunity to combine our strengths to further drive growth and share innovation and do other things like that, that drive even further collaboration to escalate growth in that particular category. But that's kind of the view I would provide you is it really is a reflection of sort of the size and scale of Mayonnaise.

Okay. Just to clarify one thing on the financials. The acquisition multiple 12x would apply, I think, about $250 million in EBITDA and management fees. Slide 4 lists $180 million in EBITDA. I just wanted to kind of reconcile those two.

Yes, Tom, I can explain that. So you have 2 parts of how we got to the 12x. So if you think about the proportional EBITDA, it's 25% of $180 million. That's what you see in the deck. So that is $45 million. And then you add to that $45 million, the annual management fees of $16 million, and that is related to the shift of ownership to McCormick and the management attention that executive leadership at McCormick will provide to that entity going forward. So you think about it, the $45 million plus the $16 million, that's $61 million and then the purchase price of $750 million gets you then to the 12x.

Our next question comes from the line of Peter Galbo with Bank of America.

Brendan, maybe just one for me, and it's a bit of a 2-parter. But I guess, first, just why now? This is a relationship that's existed for 80 years. And so why -- maybe some more detail on why this came together now would be helpful. And the second piece of it, you mentioned it being a platform for growth in Latin America. But if we think back kind of to the RB Foods deal from 8 or 9 years ago, ultimately, Frank's became a platform for you to add more hot sauces to the overall business. And so should we be viewing this in a similar vein of now that you have full control over Mayonesa that it allows you a platform to add more brands within that category over time?

Sure, Peter. Thanks for the question. So for the first part of your question, why now? -- this has been an option that we've considered with our partners for many years. And we value that partnership so much that it had to be the right time for them and it had to be the right time for us. And I don't know any more elegant way to say it than it became the right time. This is just something that we've always knew that it could be a pathway that we would both decide to choose. But I think that also reflects the great respect we have between each other, the level of partnership. You might imagine how that builds over 7, 8 years. There are generations of people involved in the business, and we all had the same attitude in terms of how important this was to the growth of both of our companies. So this just happened to be, I think, in many ways, it was viewed as the right time for them and for us. And we have continued partnership with Grupo Herdez. So they're a trusted partner. They have deep expertise in terms of how to operate in this marketplace, and we greatly value that. So that's the context I would give you around that part of your question. And then with respect to thinking about what we've done with Frank's and how does that reapply to what we might do with this part of our portfolio. I would first point to the McCormick brand strength in this market is really quite strong. And McCormick as a brand is always a platform from which to do other stuff. And so we do believe that as you go beyond Mayonnaise and maybe some of these other categories, there are opportunities to get into new formats and expand consumption. in these categories. And so we see that. I have to tell you, though, that this team has already done a great job in growing this portfolio. So this is really more about building success upon success as we look at it, and they've done a really nice job over time, expanding the platform behind the McCormick name within the market. When you look at Frank's RedHot, we've had a lot of success in growing that business within the U.S., but we've also driven global growth behind the Frank's brand. And so we view that as kind of where you might see synonymous sort of principles in terms of growing McCormick even beyond the Mexican market. And that's where I talked about some of those mid- to long-term opportunities that we see. And so we do see this as a platform to bring in more things. Right now, we're really focused in on the near-term objectives. Let's continue running this great business, make sure there's a really good sort of transitionary period here. And that's probably our top and first most priority right now.

Our next question comes from the line of Robert Moskow with TD Cowen.

Two questions I had. One is, who is the leadership team of the JV currently? And are you very happy with how they're running the business? Would you foresee any changes to leadership there now that you have more control? And then secondly, Brendan, I think you mentioned Costa Rica and Guatemala. I didn't quite catch what you're doing in those markets. But does the McCormick Mayonesa brand travel well into those markets? Like does it -- are consumers aware of it outside of Mexico? Does it have a lot of cache? And is that where you would be expanding? Would that be your first markets where you could expand further?

So Rob, to your first question, we have a really strong leadership team in place. And so the way to think about it is that, that same leadership team will be in place even after we close on this transaction. I've spent a lot of time with the leadership of Grupo Herdez to discuss and align on what's the best step moving forward. And this leadership team has been doing a great job. And one of our priorities is continuity and consistency on this. So there aren't going to be significant changes. Now those leaders that have been running parts of the business from a marketing and operations and finance and a general management perspective will become really more employees of the JV. And so that -- therefore, that becomes the entity that obviously we'll have a controlling interest in. But that same leadership team that's been driving the success of this business will continue to drive it, and that's our plans from a leadership and perspective on the business. With respect to growth in Central America and all those other opportunities, we've had a fairly long direct presence in Central America and particularly in countries like El Salvador because we have a base of operations there. But we think about really the ability to kind of scale even further and add even more resources to think about growth broadly within the region of Latin America. This creates more mid- to long-term sort of plans in our mind about how do we continue to sort of build out. McCormick Mayonesa does travel across these countries. And in fact, I would tell you, it's also the leading brand of Mona in El Salvador. So -- and we see growth in other markets there, too. And so this is -- as I said earlier in the call, this sort of opens the door much wider for us to think about the region more holistically. And so that's where we see the opportunity. But yes, the brand does travel.

Our next question comes from the line of Steve Powers with Deutsche Bank.

I had a follow-up on the margin structure of the business. You mentioned the 60 basis points of accretion to operating margins. I'm wondering if it's similarly accretive to gross margin or if there's some differences in the margin structure, number one. And then number two, as you think about the growth opportunities you've talked about today, can those be pursued within this margin structure? Or should we be thinking about a toggle of sort of as you lean into some of these growth initiatives that it requires a bit of accelerated investment to achieve them?

Well, Steve, let me kick it off, and I'm also going to hand it over to Marcos just to provide context around sort of how to think about margins on the business. But presently, we don't see that we're going to have to sort of increase a certain line of the P&L to drive more investment up against the business. We view this business is kind of well supported, well structured in terms of how we think about growth, how we think about investment. And so know that we've been a part of this joint venture at a 50-50 level. So we've had a role in making sure that we guide it in a way that aligns with how we think about growth across our portfolio, for example, in the U.S. So I would give it to you sort of a broad sort of set of principles, but Marcos.

Yes. No. And on your question about operating margin accretion, Steve, it is pretty similar in terms of the gross margin piece as well. So you should think about the 60 basis points, roughly 60 basis points, also the same magnitude impacting the gross margin line.

Our next question comes from the line of Scott Marks with Jefferies.

I wanted to just ask maybe -- why maybe this acquisition instead of maybe something else that was out there? Just trying to gauge why this one made the most sense as opposed to something maybe in another geography or other categories?

Well, we didn't see this acquisition as sort of being exclusive to other opportunities that we would look at. So this is not a -- this in place of something else, but rather this has been part of our pipeline. Our thoughts for a number of years. And so as I mentioned earlier in the call, it became the right time for both of us as partners to make this next move and start the next chapter in this relationship. But it is not to the exclusion of other opportunities that we're looking at.

Understood. And then maybe just to kind of previous question from Steve, just about if there's any kind of investment needs or anything like that involved. Is there any maybe material changes that need to be made just in terms of how the business runs or how you're thinking about expanding on this growth platform relative to what's happening today?

Yes. I think similar to other replies I provided and some of the questions that have come through this morning, I would go back to a couple of points that we've made, which is this business has been running quite well. We're really pleased with the performance of it over the course of the last several years, even beyond that. And it's really delivered very steady and nice growth. And so this is not an acquisition because we saw something wrong and we need to fix anything. This is an acquisition about thinking about what continued further growth looks like and enabling us an opportunity to sort of further participate in the growth of the market, which it provides, I think, really solid foundation for continued growth. So this is more about the opportunity looking ahead as opposed to something that we need to fix and address.

Our final question comes from the line of Bryan Adams with UBS.

Brendan, I think the release said the deal brings the Condiments and sauces up to 22% of sales versus somewhere in the mid-teens previously. And in the past, it was referenced earlier, we've seen you move into Hot Sauce as well through M&A. So I guess I'm just curious, is there a desire to continue to shift the portfolio further into Condiments versus the traditional Spices and Seasonings business?

Thanks for the question. The way I would ask that everyone think about it is there is an opportunity for us to further participate in the Condiments and Sauces category. But this is not an effort to move away from Herb Spices and Seasonings. If you look at our portfolio prior to this announcement, we are certainly participating in some meaningful areas of the Condiments and Sauces category. Think about Mustard, think about Hot Sauce. We have a premium presence in Barbecue Sauce here in the United States. And so we felt like there -- if you look at the Condiments and Sauces portfolio, there's a lot of growth broadly in that category. And we talked about that like at Investor Day. But we're not fully participating in all of those sort of subsegments of Condiments and Sauces. And we've been in Mayonnaise for a long time, as you can tell, but this is an opportunity to sort of more fully participate in that particular subsegment because there's a lot of attractive growth there, too, at a global level. And this was important to point out that this did create a shift in our portfolio mix but it is not meant to be a message regarding Herb, Spices and Seasonings. We see that as also quite important. So when we've talked about our consumer focus from a segment perspective, it's always been these 2 categories broadly that we consider our top priorities.

Ladies and gentlemen, that concludes our question-and-answer session. I'll turn the floor back to Ms. Freiha for any final comments.

Thank you, and thank you, everyone, for joining our call today. If you have any additional questions, please feel free to reach out to me. This concludes this morning's conference call.

Thank you. This concludes today's conference call. You may disconnect your lines at this time. Thank you for your participation.