It's going to take a lot of imported spices and artificial flavorings to cover up the smell of accounting irregularities at McCormick & Co.
The Baltimore spice company admitted a week ago that someone had been cooking the books, puffing up McCormick's profits like an angel food cake.
When all the air was squeezed out, it developed that McCormick earned $13.2 million in 1980, not the $14.8 million the company initially reported. Profits in 1977, 1978 and 1979 were inflated as well, to the tune of another $2.5 million.
McCormick describes the matter as "certain improper accounting practices," but two McCormick stockholders call it fraud. On Wednesday they sued the company, its top executives and auditors, accusing them of violating federal securities laws. cCormick blames the stink on misguided attempts of the company's grocery products division (GPD) to meet unrealistic profit goals set by corporate higher-ups and "a team spirit at GPD which led persons to participate in practices which they knew to be wrong."
Repentant McCormick officials assured the Securities and Exchange Commission that its employes "said they were relieved that the practices were ended."
Trying to head off an SEC investigation, McCormick voluntarily disclosed the hanky-panky before it got caught. Whether the SEC will settle for what McCormick has done remains to be seen.
The company hired lawyers from the Washington office of Morgan Lewis & Bockius of Philadelphia as special counsel to investigate. What the special counsel found was a recipe for fudging the finances:
* Profits were inflated by delaying expenses from one quarter to the next, through "improper accounting practices" that included using "fictitious" forms and "altered invoices." The company's advertising agency helped by holding up bills to McCormick.
* Sales were inflated by counting as "sold" goods that had been taken off the shelves in the warehouse but not yet shipped. To create a little extra volume on the last day of the quarter, the warehouse crew worked past midnight, pulling stock off the shelves and counting it as part of the previous day's sales. Trucking companies cooperated by picking up goods so they could be counted as sold, then holding them for delivery later. "In other instances, dates on shipping documents were reportedly altered."
* Black pepper inventories were manipulated at the end of the year by switching contracts for future pepper delivery, postdating invoices or simply not counting pepper as inventory when it should have been counted.
McCormick Chairman Harry K. Wells insists the company has "taken and will continue to take action not only to correct the problems, but also to make sure they will not occur again."
Added Wells: "There is no indication that the participants in the practices believed that the manner in which they were acting was other than in the best interest of the company."
That "best interests of the company" business is pretty hard to swallow, considering what the incident has cost McCormick in credibility and what it could very well cost in cash if the stockholders win their lawsuits against the company.
Even if the company wins the lawsuits, McCormick stockholders will have to bear the cost of defending the executives as well as pick up the tab for Morgan Lewis & Bockius as special counsel.
The official McCormick version of the events sounds a lot like the sort of "modified limited hang-out" once advocated in the bunker of the Nixon White House: put the best face possible on events, find someone to blame, promise never to do it again, and hope it all goes away.
Most of the blame has been directed at Grocery Products Division vice president David B. Michels, who the special counsel said "was involved in and knew of many and should have known of all of the improper practices." For that, Michels was bumped off the board of directors, but allowed to keep his $144,000 a year job. "He is a very valuable employe," explained another McCormick executive.
No action been taken against any of several other McCormick executives who Morgan Lewis & Bockius said had "some information at various times during the period investigated which should have prompted them to make some further inquiry."
Those executives include McCormick President Hillsman V. Wilson; Donald W. Dick Jr., VP and treasurer; Richard I. Pulse, controller, and James J. Harrison Jr., corporate secretary.
As in Watergate, the issue of who is responsible for corporate wrongdoing boils down to one question: "What did he know and when did he know it?"
Here is what McCormick's own report to the SEC has to say about that:
Wilson, Dick and Pulse "had sufficient information to require further inquiry into the accounting practices at GPD (Grocery Products Division)."
Wilson and Harrison "had knowledge of the fictitious nature" of the invoices used in the grocery products division and "although they did not believe that these forms were being used for accounting purposes, they should have known so."
Wilson "knew about the exchange of contracts in order to manage black pepper inventory and believed that there was nothing improper from an accounting standpoint with respect to that practice. Special counsel concluded that this belief was honestly held, although erroneous."
All in all, not exactly a ringing endorsement of the vigilance and sophistication of McCormick's management.
The company president, paid almost $250,000 a year, says he didn't know enough about accounting to realize his company was not playing by the rules. The president and the corporate secretary knew that phony records were being kept but figured there was nothing wrong with it. The president, the treasurer and the controller were all too naive to spot the danger signals from the grocery division. And the auditors, Deloitte Haskins and Sells, certified the results to be in accordance with "generally accepted accounting principles."
How do such things happen? The lawsuits and the SEC investigation will undoubtedly provide more answers, but there is one obvious factor that helps explain both how the McCormick mess happened and why the executives involved still have their jobs.
McCormick's top management answers to no one but itself. The board of directors is composed entirely of McCormick executives; there are no independent, outside directors. Most stockholders have no voice at all in McCormick matters, because the publicly traded shares are nonvoting. The board members themselves and the company profit sharing plan--run by the board--are the biggest holders of the voting shares.
When the president, vice president and secretary of McCormick got wind of something smelly in the grocery division, they didn't have to worry about the board or the stockholders. They ran the company, and still do. (It was Harrison, the secretary, who first blew the whistle on the grocery products division.)
Nor is a board made up exclusively of vice presidents and other corporate officers likely to point fingers at the president or the chairman of the board when something like this happens. How many vice presidents of any company have the courage to tell their boss he screwed up and demand his resignation?
McCormick stockholders have been complaining for years about the lack of outside directors. Now, overpowered by the smell of internal infection, McCormick finally says it is seeking "qualified outside directors" and on the advice of its special counsel will put the outsiders on its audit committee.
While McCormick's "old boy" management system is making concessions to corporate responsibility, the company also ought to acknowledge the importance of women to the food business. Though McCormick's business depends largely on the decisions of female shoppers, there's not a single woman on the board.