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The Second Cup Ltd The Second Cup Ltd. Unaudited Condensed Interim Consolidated Financial Statements For the 13 and 26 weeks ended June 27, 2020, and June 29, 2019 Notice to Reader The management of The Second Cup Ltd. (“Second Cup” or the “Company”) is responsible for the preparation of the accompanying condensed interim consolidated financial statements. The condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and are considered by management to present fairly the financial position, financial performance and cash flows of the Company. These condensed interim consolidated financial statements have not been reviewed by an auditor. These condensed interim consolidated financial statements are unaudited and include all adjustments, consisting of normal and recurring items that management considers necessary for a fair presentation of the financial position, financial performance and cash flows. (Signed) Steven Pelton President and Chief Executive Officer, The Second Cup Ltd. (Signed) Ba Linh Le Chief Financial Officer, The Second Cup Ltd. August 6, 2020 The Second Cup Ltd. Condensed Interim Consolidated Statements of Financial Position (Unaudited, expressed in thousands of Canadian dollars) June 27, 2020 December 28, 2019 ASSETS Current assets Cash and cash equivalents $ 1,247 $ 11,458 Restricted cash (note 15) 368 565 Trade and other receivables 1,407 2,314 Notes and leases receivable 7,206 8,419 Inventories 943 529 Prepaid expenses and other assets 613 258 11,784 23,543 Non-current assets Notes and leases receivable 39,342 42,658 Investments in equity securities (note 9) - 450 Right-of-use assets (note 11) 23,392 12,635 Property and equipment 8,184 2,179 Intangible assets 35,653 31,887 Goodwill 1,563 - Total assets $ 119,918 $ 113,352 LIABILITIES Current liabilities Accounts payable and accrued liabilities $ 7,075 $ 4,436 Provisions 114 359 Other liabilities 4 44 Gift card liability 2,146 2,106 Lease liabilities 14,104 11,290 Deposits from franchisees 604 705 Deferred income 621 483 Income tax payable 8 - 24,676 19,423 Non-current liabilities Provisions 200 200 Long-term debt (note 12) 48 - Lease liabilities 61,596 56,830 Deferred income 1,919 2,178 Deferred income taxes 1,788 3,548 Total liabilities 90,227 82,179 SHAREHOLDERS’ EQUITY 29,691 31,173 Total liabilities and shareholders’ equity $ 119,918 $ 113,352 See accompanying notes to the unaudited condensed interim consolidated financial statements. Approved by the Directors on August 6, 2020 Michael Bregman, Director Stephen Kelley, Director 1 The Second Cup Ltd. Condensed Interim Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited, expressed in thousands of Canadian dollars, except per share amounts) 13 weeks ended 26 weeks ended June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019 Revenue (note 6) Company-owned cafés, stores and $ 2,360 $ 2,746 $ 8,121 $ 5,208 product sales Franchise revenue 1,176 3,761 4,208 7,573 3,536 6,507 12,329 12,781 Operating costs and expenses (note 7) Company-owned cafés, stores and cost of product sales 2,191 2,601 7,473 5,105 Franchise expenses 793 1,879 4,284 3,930 General and administrative expenses 1,247 1,790 2,815 3,158 Loss (gain) on disposal of assets (8) 20 (85) 21 Depreciation and amortization 1,553 855 2,490 1,694 Asset impairment (note 19) - - 787 - 5,776 7,145 17,764 13,908 Loss from operations (2,240) (638) (5,435) (1,127) Other income (loss) (note 9) - (259) (450) 1,167 Interest and financing expense (note (396) (169) (700) (231) 8) Loss before income taxes (2,636) (1,066) (6,585) (191) Income tax recovery 705 284 1,760 51 Net loss and comprehensive loss for the period $ (1,931) $ (782) $ (4,825) $ (140) Basic and diluted loss per share (note 13) $ (0.08) $ (0.04) $ (0.21) $ (0.01) See accompanying notes to the unaudited condensed interim financial statements. 2 The Second Cup Ltd. Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Unaudited, expressed in thousands of Canadian dollars) Share Warrants Contributed Retained Total Capital Surplus Earnings (Deficit) Balance - December 29, 2018 $ 28,590 $ 165 $ 61,775 $ (54,084) $ 36,446 Adoption of new - - - (870) (870) accounting policy - net of tax (note 5) Net loss for the - - - (140) (140) period Stock option plan - - 46 - 46 expense Balance – June 29, 2019 $ 28,590 $ 165 $ 61,821 $ (55,094) $ 35,482 Balance - December 28, 2019 $ 28,790 $ 165 $ 61,846 $ (59,628) $ 31,173 Net loss for the period - - - (4,825) (4,825) Shares issues net of 3,335 - - - 3,335 tax Stock option plan - - 8 - 8 expense Balance – June 27, 2020 $ 32,125 $ 165 $ 61,854 $ (64,453) $ 29,691 See accompanying notes to the unaudited condensed interim consolidated financial statements. 3 The Second Cup Ltd. Condensed Interim Consolidated Statements of Cash Flows (Unaudited, expressed in thousands of Canadian dollars) 13 weeks ended 26 weeks ended June 27, 2020 June 29, 2019 June 27, 2020 June 29, 2019 CASH PROVIDED BY (USED IN) Operating activities Net loss for the period $ (1,931) $ (782) $ (4,825) $ (140) Items not involving cash Depreciation of property and equipment 382 187 734 346 Amortization of intangible assets 75 121 175 256 Amortization of ROU assets (note 11) 1,096 548 1,581 1,093 Share-based compensation (29) 25 (179) 59 Deferred income taxes recovery (705) (284) (1,760) (51) Loss on disposal of assets (8) 20 (85) 21 Interest income – financial lease (789) (908) (1,614) (1,533) Interest income – other (7) - (14) - Interest expense – lease liabilities 1,192 1,134 2,346 1,905 Gain on disposal of leases (262) (77) (345) (77) Other income - (436) - (872) Change in fair value of investments in - 695 450 (295) securities (note 9) Asset impairment charges - - 787 Loss allowance notes/leases receivable - (1) 822 (8) Changes in non-cash working capital & other (note 14) 336 541 (689) 277 Cash used in operating activities (650) 783 (2,616) 981 Investing activities Proceeds from disposal of assets - 57 - 88 Cash payments for capital expenditures (398) (371) (1,436) (689) Cash payments for intangible assets (50) (7) (50) (7) Notes receivable repayment 4 17 6 8 Cash used in investing activities (444) (304) (1,480) (600) Financing activities Operating lease payments (250) (702) (1,415) (1,372) Payment for acquisition - - (5,993) - Repayment of long-term debt (15) - (21) - Payment for repurchased shares - - - (115) Cash used in financing activities (265) (702) (7,429) (1,487) Decrease in cash and cash equivalents during the period (1,359) (223) (11,525) (1,106) Cash and cash equivalents - Beginning of the period 2,606 14,005 12,772 14,888 Cash and cash equivalents - End of the period $ 1,247 $ 13,782 $ 1,247 $ 13,782 See accompanying notes to the unaudited condensed interim financial statements. 4 Supplemental cash flow information is provided in note 14. The Second Cup Ltd. Notes to the Condensed Interim Consolidated Financial Statements June 27, 2020 and June 29, 2019 (Unaudited, expressed in thousands of Canadian dollars, except per share amounts) Table of Contents Page GENERAL APPLICATION 1. Organization and nature of business 6 2. Statement on COVID-19 7 3. Acquisition of Bridgehead 8 4. Summary of significant accounting policies 9 5. Changes in accounting policies 11 STATEMENTS OF LOSS AND COMPREHENSIVE LOSS FOCUSED 6. Revenue 13 7. Operating costs and expenses 14 8. Interest and financing costs 15 9. Warrants 15 OTHER 10. Lease receivable 16 11. Right-of-use assets 16 12. Long-term debt 16 13. Basic and diluted income (loss) per share 17 14. Supplemental cash flow information 17 15. Restricted cash 18 16. Contingencies, commitments and guarantees 18 17. Lease liabilities 19 18. Related parties 19 19. Impairment of assets 19 20. Subsequent events 20 5 The Second Cup Ltd. Notes to the Condensed Interim Consolidated Financial Statements June 27, 2020 and June 29, 2019 (Unaudited, expressed in thousands of Canadian dollars, except per share amounts) 1. Organization and nature of business The Second Cup Ltd. (the “Company”) owns and operates brands in the foodservice and recreational retail cannabis industry, including Second CupTM, Bridgehead Coffee (Bridgehead®), and Hemisphere Cannabis Co.TM The Company owns the trademarks, trade names, operating procedures and systems and other intellectual property used in connection with the operation of these brands in Canada. The operating brands hereinafter will be referred to as Second Cup, Bridgehead, and Hemisphere, respectively. There are 234 cafés operating under the trade name Second Cup, out of which 34 are Company-owned and the balance are operated by franchisees. Bridgehead has 19 Company-owned coffeehouses including its flagship roastery, all of which continue to operate under the Bridgehead brand. Hemisphere has a Company-owned retail store located in Toronto, Ontario which sells recreational cannabis products and accessories. The Second Cup Ltd. is a Canadian public company incorporated under the Business Corporations Act (Ontario) in 2011. The address of its registered office is 6303 Airport Road, 2nd Floor, Mississauga, Ontario, L4V 1R8. The Company’s website is www.secondcup.com. The common shares of the Company are listed on the Toronto Stock Exchange under the symbol “SCU”. On November 8th, 2019, the Company announced a new operating structure in support of its new strategy. Subject to TSX and shareholder approval, the existing public company will change its name to Aegis Brands Inc. (“Aegis” or “Aegis Brands”), which will own and operate the existing Second Cup and Bridgehead specialty coffee businesses, as well as Hemisphere, as part of a portfolio of brands. The Company’s name change from The Second Cup Ltd.
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