Aegis Brands Reports Financial Results and Update on Strategic Initiatives for Growth

MISSISSAUGA, ON, March 12, 2020 /CNW/ - The Second Cup Ltd. (the "Company" or "Aegis Brands" or "Second Cup") (TSX: SCU) today reported financial results for the fourth quarter and fiscal year ended December 28, 2019.

Highlights:

• Fiscal year adjusted net loss was $1,954,000 or $0.10 per share compared with adjusted net income of $1,074,000 or $0.06 per share in the prior year. Net loss of $4,674,000 compared with net income of $1,151,000 in 2018.
• Q4 adjusted net loss was $1,018,000 or $0.05 per share compared with adjusted net income of $594,000 or $0.03 per share in the prior year. Net loss for the quarter was $3,601,000 compared with $55,000 last year.
• Same store sales for the year were -1.6% compared to -1.2% in 2018.
• Filed applications for seven retail cannabis locations in Ontario.
• Acquired Ottawa-based Bridgehead Coffee on January 9, 2020.

Fourth Quarter 2019

Same store sales declined 2.6% in Q4 and 1.6% for the full year.  EBITDA loss, after adjusting for non-recurring items and a write-down of the right-of-use assets related to real estate leases, was $211,000 in the quarter.  Q4 Net Loss was $1,018,000 after adjusting for transaction costs related to the acquisition of Bridgehead Coffee, non-recurring items, and the non-cash write-down of assets.

The cost of upgrading the senior leadership team as well as slower than expected sales negatively impacted the operating results for the fourth quarter.  In addition, due to the adoption of IFRS 16 (Leases), the Company took a non-cash provision of $3.1 million, primarily comprising impairment charges on right-of-use assets for corporate cafés, as well as an allowance for expected credit losses on future lease payments from franchise cafés. Although these charges have had a negative impact on the reported 2019 results, the Company believes that it is now in a position of improved financial strength.

"We believe that it's an incredibly exciting time for Second Cup, and for Aegis Brands," said Steven Pelton, the Company's CEO.  "New and future acquisitions, a refreshed Second Cup leadership team and opportunities in cannabis retail have set us up for growth in 2020 and beyond.  Over the last few months, we have laid a new foundation for this company.  We look forward to sharing exciting updates on these initiatives at the upcoming AGM in May."

2020 Priorities and Key Opportunities

The company has identified four areas of opportunity and growth for 2020:

Integration of Bridgehead. The acquisition of Bridgehead Coffee, the first acquisition for Aegis after announcing a new operating structure and strategy in November 2019, was completed on January 9, 2020.  The Company is very pleased with Bridgehead's performance thus far.  The Aegis team has begun to identify synergies between Bridgehead and Second Cup, and expects to begin integrating the operation of support functions in 2020, although preserving the core values of both companies remains a top priority.

Second Cup Leadership Changes. The Company has upgraded the Second Cup's senior leadership team since the arrival of its new CEO in May 2019.  New leaders are overseeing the company's marketing, operations, human resources and franchise operations, and the company is looking forward to seeing the impact of their efforts.

Continued Investment in Cannabis. The company has submitted applications to open seven retail cannabis locations in Ontario. This includes converting five corporately owned cafés into cannabis retail outlets.  This will enable Aegis to maximize the performance of these high-value real estate assets. The Company will continue to leverage its real estate, retail/hospitality experience and existing infrastructure to expand in the retail cannabis market.

An Ongoing Focus on Acquisitions. As originally announced in November 2019, Aegis Brands is actively seeking acquisitions, with a focus on coffee and other foodservice categories.

About Second Cup Coffee Co.™

Founded in 1975, The Second Cup Ltd. is a Canadian specialty coffee retailer operating franchised and company owned cafes across Canada. The company's vision is to be the Canadian specialty coffee brand of choice across Canada, committed to superior quality, innovation and profitable growth. For more information, please visit www.secondcup.com or find the company on Facebook and Twitter.

FINANCIAL HIGHLIGHTS

The following table sets out selected IFRS and certain non-IFRS financial measures of the Company and should be read in conjunction with the audited Consolidated Financial Statements of the Company for the 52 weeks ended December 28, 2019.

ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

In January 2016, the International Accounting Standards Board ("IASB") issued IFRS 16 Leases ("IFRS 16"). IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, the customer ("lessee") and the supplier ("lessor"). This replaces IAS 17, Leases, and related interpretations. IFRS 16 provides revised guidance on identifying a lease and for separating lease and non-lease components of a contract. IFRS 16 introduces a single accounting model for all leases and requires a lessee to recognize (i) right-of-use assets and lease liabilities for leases with terms of more than 12 months, unless the underlying asset is of low value; and (ii) depreciation of lease assets separately from interest on lease liabilities on the consolidated statements of operations and comprehensive income (loss).

Under IFRS 16, lessor accounting for operating and finance leases will remain substantially unchanged. IFRS 16 is effective for annual periods beginning on or after January 1, 2019, with earlier application permitted for entities that apply IFRS 15. The guidance allows for either a full retrospective or modified retrospective transition method. The Company has selected to apply the modified retrospective transition method. Further, the Company has selected to apply the practical expedients to (i) grandfather the assessment of which transactions are leases; (ii) recognition exemption of short-term leases; and (iii) recognition exemption leases of low-value items.

From December 30, 2018, leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Company. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. Assets and liabilities arising from a lease are initially measured on a present value basis.

The financial statements reflect the application of IFRS 16 beginning in fiscal 2019, while the financial statements for prior periods were prepared under the guidance of the previous standard.

Fourth Quarter

System sales of cafés
System sales of cafés for the 13 weeks ended December 28, 2019 were $36,132 compared to $38,860 for the 13 weeks ended December 29, 2018 representing a decrease of $2,728 or 7.0%. The decrease in system sales of cafés is primarily due to the reduction in café count and lower transactions.

Same café sales
During the Quarter, same café sales declined 2.6%, compared to a decline of 2.0% in the comparable Quarter of 2018. The decline is primarily due to a reduction in transactions.

Analysis of revenue
Total revenue for the Quarter was $7,605 (2018 - $7,176), an increase of $429, consisting of Company-owned café and product sales, royalty revenue, Co-op Fund contributions, fees and other revenue.

Company-owned cafés and product sales for the Quarter were $3,284 (2018 - $2,441), an increase of $843.  The number of Company-owned and operated cafés increased in the Quarter to 32 (2018 – 25), part of the Company's short-term efforts to continue to improve the operation and customer experience by taking back certain underperforming cafés. The Company maintains its ongoing objective of reducing the number of Company-owned cafés, consistent with the Company's strategy of returning to an asset light business model in the future.

Franchise revenue was $4,321 for the Quarter (2018 - $4,735), a decrease of $414. The decrease in franchise revenue in the Quarter is primarily due to lower franchise café count.

Operating costs and expenses
Operating costs and expenses primarily include the costs of Company-owned cafés and product sales, franchise-related expenses, general and administrative expenses, depreciation and amortization, and non-cash asset impairment charges.  Total operating costs and expenses for the Quarter were $11,321 (2018 - $6,578), an increase of $4,743.

Company-owned cafés and product sales related expenses for the Quarter were $3,124 (2018 - $2,852), an increase of $272. The increase in costs is due to the increase in Company-owned cafés compared to prior year.

Franchise related expenses for the Quarter were $3,354 (2018 - $2,021), an increase of $1,333. The increase in franchise related expenses is primarily driven by an allowance for expected credit losses, in accordance with IFRS 9, recognized during the Quarter for leases receivable on the balance sheet due to the application of IFRS 16.  This allowance is a non-cash adjustment recorded in the Quarter.

General and administrative expenses were $1,539 for the Quarter (2018 - $1,140), an increase of $399. This increase in expenses is primarily due to management transition costs and professional fees, partially offset by a decrease in rent expense as a result of a change in accounting for leases IFRS 16.

Depreciation and amortization expenses were $909 (2018 - $324), an increase of $585. Total amortization of right-of-use assets was $619 in the Quarter under IFRS 16. Prior to adoption, payments made under real estate leases for base rent were charged to rent expense.

The Company recognized non-cash asset impairment charges of $2,385 (2018 - $216) as a result of the impairment analysis based on the value in use model for each corporate café or cash generating unit (CGU). With the adoption of IFRS 16 in the beginning of 2019, the value in use model was constructed with different data-points as compared to the models prepared under the previous accounting standards, IAS 17. The recoverable amount was compared to the carrying value of the underlying CGU's or corporate stores' assets, which include leasehold improvements, furniture and equipment (consistent with prior years), and also included the underlying right-of-use assets (recognized on the consolidated statement of financial position in accordance with IFRS 16).

The asset impairment charges for Q4 2018 have been reclassified for consistency with the current period presentation. The reclassification has had no effect on the previously reported net income and comprehensive income for the period.

EBITDA
EBITDA for the Quarter was a loss of $2,807 (2018 – income of $922), a decrease of $3,729, mainly as a result of lower franchise revenues, management transition costs, the non-cash asset impairment charges, and the non-cash provision for expected credit losses offset by a change in the accounting for leases in accordance with IFRS 16. Adjusted for non-recurring costs, EBIDTA was a loss of $211 (2018 – income of $1,297).

Other income and expenses
Other expenses for the Quarter were $929 (2018 – $669), composed of the change in fair value of NAC warrants of $780 and acquisition costs of $240, partially offset against income from the NAC strategic alliance of $91.

In entering into the strategic alliance with NAC in 2018, the Company received five million warrants that will expire after five years from the date of issuance. As of December 28, 2019, the fair value of the warrants was $0.090 versus $0.246 at the end of the prior Quarter, resulting in a decrease to the fair value of the NAC warrants of $780. The change in fair value of the NAC warrants will fluctuate in accordance with the trading price of the NAC common shares.

Acquisition costs of $240 were recognized in the quarter relating to the acquisition by the Company of 100% of the issued and outstanding shares of Ottawa-based Bridgehead Coffee announced in the Quarter.

Interest and financing income & expense
Interest expense for the Quarter was $189 compared to interest income of $63 in the same Quarter of 2018 driven primarily by a change in the accounting for leases in accordance with IFRS 16. This change resulted in $294 in net interest expense, as a result of the interest expense related to the Company's head lease obligations for its franchised and corporate owned locations offset by the interest income on the Company's finance leases to the franchisees.  The net interest expense related to leases is a non-cash adjustment based on a change in the recording of lease payments.

Net loss
The Company's net loss for the Quarter was $3,601 or $0.18 per share, compared to a net loss of $55 or nil per share in 2018.  Adjusted for extraordinary items, net loss for the Quarter was $1,018 or $0.05 per share.

Reconciliations of net income (loss) to EBITDA, adjusted EBITDA, adjusted net income (loss) and adjusted net income (loss) per share are provide in the section "Definitions and Discussion of Certain non-IFRS Financial Measures".

Year

System sales of cafés
System sales of cafés for the Year were $137,757 (2018 - $146,697), a decrease of $8,940 or 6.1%.  The decrease is primarily due to the reduction in café count.

Same café sales
For the Year, same café sales declined by 1.6% compared to a decline of 1.2% in 2018.  The decline is primarily due to reduced transactions.

Analysis of revenue
Total revenue for the Year was $27,037 (2018 - $25,714), an increase of $1,323, consisting of Company-owned café and product sales, royalty revenue, Co-op Fund contributions, franchise fees and other revenue.

Company-owned cafés and product sales were $11,285 (2018 - $7,885), an increase of $3,400. While the Company maintains its on-going objective of reducing the number of Company-owned cafés, consistent with the Company's strategy of returning to an asset light business model, the Company took back a number of low-performing franchise cafés during the year as part of its effort to improve café operation and customer experience.

Franchise revenue was $15,752 for the Year (2018 - $17,829), a decrease of $2,077.  The decrease in franchise revenue in the year is primarily due to lower franchise café count.

Operating costs and expenses
Operating costs and expenses include the costs of Company-owned cafés and product sales, franchise-related expenses, general and administrative expenses, depreciation and amortization, and non-cash asset impairment charges.  Total operating costs and expenses for the Year were $32,606 (2018 - $24,558), an increase of $8,048.

Company-owned cafés and product related expenses were $10,944 for the Year (2018 - $8,954), an increase of $1,990. The increase in costs is due to the increase in Company-owned cafés compared to prior year.

Franchise related expenses were $9,296 for the Year (2018 - $8,961), an increase of $335.  The net increase in franchise related expenses is primarily driven by an allowance for expected credit losses, in accordance with IFRS 9, recognized for leases receivable on the balance sheet due to the application of IFRS 16. This allowance is a non-cash adjustment.

General and administrative expenses were $6,456 for the Year (2018 - $5,064), an increase of $1,392. This increase in expenses is primarily due to management transition costs and professional fees, offset by a decrease in rent expense as a result of a change in accounting for leases IFRS 16.

Depreciation and amortization expense was $3,509 (2018 - $1,335), an increase of $2,174. Total amortization of right-of-use assets was $2,294 in the year under IFRS 16. Prior to adoption, payments made under real estate leases for base rent were charged to rent expense.

The Company recognized non-cash asset impairment charges of $2,385 (2018 - $216) as a result of the impairment analysis based on the value in use model for each corporate café or cash generating unit (CGU). With the adoption of As a result of the adoption of IFRS 16 in the beginning of 2019, the value in use model under IFRS 16 was constructed with different data-points as compared to the models prepared under the previous accounting standards, IAS 17. The recoverable amount was compared to the carrying value of the underlying CGU's or corporate stores' assets, which include leasehold improvements, furniture and equipment (consistent with prior years), and also included the underlying right-of-use assets (recognized on the consolidated statement of financial position in accordance with IFRS 16).

The asset impairment charges for Q4 2018 have been reclassified for consistency with the current period presentation. The reclassification has had no effect on the previously reported net income and comprehensive income for the period.

EBITDA
EBITDA was a loss of $2,060 for the Year compared to income of $2,491 last year.  The decrease is primarily driven by higher loss attributed to Company-owned cafes, lower franchise revenue, non-cash asset impairment charges, and management transition costs offset by a change in the accounting for leases in accordance with IFRS 16.  Adjusted for non-recurring transaction costs, EBITDA for the Year was $1,541 compared with $2,930 last year.

Other income and expenses
Other loss for the Year of $111 (2018 – income of $321), comprised of recognized income from the NAC strategic alliance of $1,399, offset against the change in fair value of NAC warrants of $1,270 and acquisition costs of $240.

As of December 28, 2019, the fair value of the warrants was $0.090 each versus $0.344 each at the end of the prior year, resulting in a decrease to the fair value of the NAC warrants of $1,270 for the Year.  The change in fair value of the NAC warrants will fluctuate in accordance with the trading price of the NAC common shares.

Acquisition costs of $240 were recognized relating to the acquisition by the Company of 100% of the issued and outstanding shares of Ottawa-based Bridgehead Coffee announced in the Fourth Quarter.

Interest and financing costs
Net interest expense for the Year was $619 compared to interest income of $165 in the 2018.  Interest income from investments was $282 (2018 - $165).  The interest expense, recognized as a result of the adoption of IFRS 16 in fiscal 2019, includes the interest income on the Company's finance leases of $3,262, offset against interest expense of $4,163 on the Company's head lease obligations for its franchised and corporate owned locations.  The interest expense related to leases is a non-cash adjustment based on a change in the recording of lease payments.

Net income (loss)
The Company's net loss for the Year was $4,674 or $0.23 per share, compared to a net income of $1,151 or $0.06 per share in 2018.  Adjusted for extraordinary items, net loss for the Year was $1,954 or $0.10 per share compared to a net income of $1,074 or $0.06 per share in 2018.

Reconciliations of net income (loss) to EBITDA, adjusted EBITDA, adjusted net income (loss) and adjusted net income (loss) per share are provide in the section "Definitions and Discussion of Certain non-IFRS Financial Measures".

DEFINITIONS AND DISCUSSION ON CERTAIN NON-IFRS FINANCIAL MEASURES

In this MD&A, the Company reports certain non-IFRS financial measures such as system sales of cafés, same café sales, operating income (loss), EBITDA, adjusted EBITDA, adjusted net income (loss) and adjusted net income (loss) per share.  Non-IFRS measures are not defined under IFRS and are not necessarily comparable to similarly titled measures reported by other issuers.

System sales of cafés
System sales of cafés comprise the net revenue reported to Second Cup by franchisees of Second Cup cafés and by Company-owned cafés. This measure is useful in assessing the operating performance of the entire Company network, such as capturing the net change of the overall café network.

Changes in system sales of cafés result from the number of cafés and same café sales (as described below).  The primary factors influencing the number of cafés within the network include the availability of quality locations and the availability of qualified franchisees.

Same café sales
Same café sales represent the percentage change, on average, in sales at cafés operating system-wide that have been open for more than 12 months.  It is one of the key metrics the Company uses to assess its performance as an indicator of appeal to customers.  Two principal factors that affect same café sales are changes in customer count and changes in average transaction size.

Operating income (loss)
Operating income (loss) represents revenue, less cost of goods sold, less operating expenses, and less impairment charges. This measure is not defined under IFRS, although the measure is derived from input figures in accordance with IFRS.  Management views this as an indicator of financial performance that excludes costs pertaining to interest and financing, and income taxes.

EBITDA and adjusted EBITDA
EBITDA represents earnings before interest and financing, income taxes, and depreciation and amortization.  Adjustments to EBITDA are for items that are not necessarily reflective of the Company's underlying operating performance.  As there is no generally accepted method of calculating EBITDA, this measure is not necessarily comparable to similarly titled measures reported by other issuers. EBITDA is presented as management believes it is a useful indicator of the Company's ability to meet debt service and capital expenditure requirements and evaluate liquidity.  Management interprets trends in EBITDA as an indicator of relative financial performance.  EBITDA should not be considered by an investor as an alternative to net income or cash flows as determined in accordance with IFRS.

Adjusted net income (loss) and adjusted net income (loss) per share
Adjustments to net earnings (loss) and net earnings (loss) per share are for items that are not necessarily reflective of the Company's underlying operating performance, such as the fair value gain/loss on NAC warrants, impact of amortization of deferred income, and also include asset impairment charges.  These measures are not defined under IFRS, although the measures are derived from input figures in accordance with IFRS.  Management views these as indicators of financial performance.

Reconciliations of net income (loss) to operating income (loss), EBITDA, adjusted EBITDA, adjusted net income (loss) and adjusted net income (loss) per share are provided below:

Forward-looking information

This press release may contain forward-looking information that represents internal expectations, estimates or beliefs concerning, among other things, future activities or future operating results and various components thereof. The use of any of the words "anticipate", "continue", "expect", "may", "will", "project", "should", "believe", and similar expressions suggesting future outcomes or events are intended to identify forward-looking information. Forward-looking statements include the Company's expectations with respect to the execution of the Company's strategy, the change of the Company's name, the integration of Bridgehead, the pursuit of future acquisitions and retail and the sectors of focus being foodservice, coffee and cannabis. Statements regarding such forward-looking information reflect management's current beliefs and are based on information currently available to management.

These statements are not guarantees of future performance and are based on management's estimates and assumptions that are subject to inherent risks and uncertainties, which could cause the Company's actual performance and financial results in future periods to differ materially from the forward-looking information contained in this press release, including the factors discussed under the heading "Risk Factors" in the Company's annual information form available at www.sedar.com.  These assumptions include: the ability to receive required shareholder and stock exchange approvals and that the Company will be able to identify, complete and integrate appropriate acquisition. Risks and uncertainties include: ability to achieve anticipated benefits of the corporate reorganization; receipt of shareholder and stock exchange approvals; risks relating to identification and completion of acquisitions; risks relating to the new holding company structure following the reorganization, including the integration of the proposed acquisitions. Although the forward-looking information contained in this press release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements.

All forward-looking information in this press release is qualified by these cautionary statements. Forward-looking information in this press release is presented only as of the date made. Except as required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.

SOURCE The Second Cup Ltd.