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THE SECOND CUP LTD. Annual Report 2019 2 the SECOND CUP LTD THE SECOND CUP LTD. Annual Report 2019 2 THE SECOND CUP LTD. Table of Contents Letter from the Chairman 2 Letter from the President & CEO 3 Our Strategy 4 Second Cup Coffee Co. 6 Bridgehead 8 Hemisphere Cannabis Co. 10 A Look Ahead 12 Financial Highlights 14 Management's Discussion & Analysis 16 Audited Financial Statements 37 Shareholder Information 71 ANNUAL REPORT 2019 1 Letter from the Chairman Early this year, we were all feeling a sense of renewal concept, which was intended to re-purpose high at Aegis Brands, a new name signifying profound quality Second Cup locations. changes at all levels of the organization. Steve Pelton became CEO and a significant shareholder The first Hemisphere store opened in Toronto in July in June 2019 and quickly placed his imprint on the and is performing exceptionally well. Customers enterprise. The senior management was upgraded are responding enthusiastically and the store is and longstanding issues were being resolved already delivering strong profitability. The second decisively and aggressively. The organization Hemisphere location is planned to open in early was being transformed to become an acquiror of September, with several additional sites planned for attractive food service brands. the next few months. Our first acquisition in early January was Ottawa At this time, there remains uncertainty and lack of based Bridgehead Coffee. This iconic brand operates clarity about the future. How long will the pandemic nineteen successful specialty coffee stores in Ottawa related restrictions carry on? Will leases be successfully supported by its own roastery, baking and food restructured or terminated? Will franchisees survive? commissary. The early results from this acquisition How will government assistant programs evolve? Will were very encouraging. sufficient capital be available to fund future plans? Amid all this uncertainty, we feel positive about In March, the world abruptly changed with the several important attributes of Aegis Brands. Most emergence of the COVID-19 pandemic, which has important, is the quality of our management team materially impacted our operations. The pandemic led by Steve Pelton. The balance sheet remains debt triggered enormous change in the organization. Stores free with a return to positive operating cash flow closed, head count was cut, compensation levels were anticipated soon. Though nascent we are very excited reduced, and government assistance programs were about prospects for Hemisphere Cannabis. accessed as the company went into survival mode. Now stores have reopened, but at significantly reduced The abruptness and depth of challenges is daunting, sales levels. Some of the best performing stores were but we believe that Steve and his team are doing a in high traffic office/commuter locations, which are superb job coping and will continue to do so. As a now devoid of people. result, I remain hopeful that Aegis Brands will emerge with strength. I feel very proud at how Steve and his team have responded. From the outset, they were determined not only to survive, but to take steps to emerge from the crisis with strength. Though cost cuts were aggressive, Steve was selective. Fortunately, Michael Bregman they continued work on the Hemisphere cannabis Chairman of the Board 2 THE SECOND CUP LTD. Amid all this uncertainty, we feel positive about several important attributes of Aegis Brands. ANNUAL REPORT 2019 3 Letter from the President & CEO On June 1, 2019, I assumed - with great passion Bridgehead Coffee, an iconic Ottawa-based and determination - the role of President brand with massive potential for growth. We and CEO of Second Cup Limited. Second Cup were looking ahead to 2020 with incredible has 45 years of equity as the only Canadian- enthusiasm about the opportunities that lay in owned, national specialty coffee retailer in this front of us. country. We have a truly exceptional coffee product, some of the best real estate assets in It’s an understatement, then, to say that 2020 the country, and a network of franchisees that has thrown us some unexpected curveballs. As are second-to-none. But it was immediately with every foodservice business in Canada and clear to me that these advantages were being around the world, the COVID-19 pandemic unrealized, and that there was significant upended our business in the first half of unrecognized value in this organization. this year. All 19 Bridgehead coffeehouses in Ottawa and 130 of the 244 Second Cup cafés As a result, we set out a bold strategic plan to across Canada closed in mid-March, and realize the full potential of Second Cup. That cafés that remained open had to reimagine plan focused on three key pillars: the growth of their entire business model, shifting away Second Cup through non-traditional channels, from being a place of communal gathering retail cannabis opportunities and strategic to operating largely as take-out and drive- acquisitions. thru operations. We have been working tirelessly with franchisees across the country In the latter half of 2019, we began to realize to provide support in negotiations with the fruits of these efforts. In November, we landlords, and we collected no royalty or announced a new corporate structure: “The advertising fund payments for four months. Second Cup Ltd.” would rebrand as Aegis We took salary reductions and made Brands Inc., a new parent company that would layoffs at Coffee Central, and temporarily own and operate the existing Second Cup eliminated all compensation for our Board of Coffee Co. specialty coffee business as part of Directors. a portfolio of brands. It is a testament to the commitment, passion And in December, we made our first addition and determination of everyone at Aegis, at to that portfolio with the acquisition of Second Cup and Bridgehead that despite 4 THE SECOND CUP LTD. these wholly unprecedented challenges, And while Bridgehead’s physical locations we have continued to make such progress have seen declines in traffic and sales due against our strategic plan. to the COVID-19 pandemic, e-commerce sales for Bridgehead have increased 10x Just last month, we announced that 14 over pre-COVID levels and Bridgehead new non-traditional Second Cup locations products are newly available for sale at are scheduled to open in the next 18 months Farm Boy, Costco and Whole Foods. across Canada, including a pilot program with Suncor Energy that will see Second Cup The last six months have taught us a lot drive-thrus opening at three Petro-Canada about ourselves, as individuals. And it’s locations in Ontario this year. And later this taught us a lot about what it means to year Second Cup coffee will return to grocery be Canadian. In these most difficult days, and other retail banners, a channel that has people across the country have come seen dramatic growth during the COVID-19 together in a spirit of incredible solidarity, pandemic, supplementing the new Second and have demonstrated that innovation Cup e-commerce platform which launched in isn’t hampered by crisis - in many ways, April. it’s driven by it. The same can be said for the last six months at Aegis. We look On July 10, 2020, we opened the first location forward to better days ahead, but we of our retail cannabis brand, Hemisphere know that with hard work, determination Cannabis Co, and six additional Hemisphere and truly Canadian ingenuity, anything locations are preparing to open across is possible. Ontario. We’re exploring opportunities to co- produce a branded line of cannabis products and - subject to cannabis marketing regulations - are planning to produce THC and CBD beverages featuring Second Cup flavours and branding. Our goal, pending future deregulation of CBD, is to make Second Cup the first national coffee chain to sell CBD Steven Pelton beverages in our cafés. President & CEO ANNUAL REPORT 2019 5 Our Strategy The strategic growth of Aegis will come from three key pillars. THE REVITALIZATION OF SECOND CUP, with a Focus on Non-Traditional Channel Growth Non-traditional Second Cup locations - that is to say, cafés in sites such as hospitals, airports and transportation venues - consistently over-index on both sales and profitability. Growing Second Cup therefore means growing these types of locations - work that is already underway through the Suncor Energy pilot program that was announced earlier this year. But new locations aren’t the only ways that we’re breathing life into the Second Cup brand. Canadians can expect to see: • A new food program at Second Cup cafés, designed to bring incremental customers into our stores. • An improved and expanded Rewards Program, providing an even better Second Cup experience for our most loyal customers. • New and more convenient ways to enjoy Second Cup coffee, including the return of Second Cup to grocery and other retail banners. 6 THE SECOND CUP LTD. RETAIL CANNABIS OPPORTUNITIES locations are inviting for everyone from We created Aegis with the vision of the canna-curious to seasoned users. building a portfolio of amazing brands Knowledgeable budtenders are specially that could grow and flourish with access trained to provide a guided selection to the resources and expertise that we’ve experience for those who need it, and stores developed over 40 years in the Canadian are organized based on need-state to help foodservice industry, and Hemisphere create a simple-to-navigate shopping Cannabis Co is the latest way we’re bringing experience for those who don’t. this vision to life. The ability to leverage our premium real STRATEGIC ACQUISITIONS estate across Canada - and to convert Finally, we have committed to growing Aegis Second Cup locations to Hemisphere through the acquisition of other incredible locations only as licenses are approved, brands in the foodservice, coffee and cannabis avoiding the need to pay rent on unopened space.
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