Sculptor Capital Management
Annual Report 2012

Plain-text annual report

AnnuAl report 2012 The Second Cup Ltd. There’s a little love in every cup.™ Our baristas continue to delight our guests with latte art on all of our European beverages. Letter from the Chairman and President & Ceo finanCiaL highLights management’s disCussion and anaLysis Overview and Business of Second Cup Basis of Presentation Financial Highlights System Sales Café Network Income, Operating Expenses and Net Income Selected Quarterly Information Liquidity and Capital Resources Off-Balance Sheet Arrangements audited finanCiaL statements Auditors’ Report Statements of Financial Position Statements of Operations and Comprehensive Income (Loss) Statements of Changes in Shareholders’ Equity Statements of Cash Flows Notes to the Financial Statements Shareholder Information 6 15 17 17 18 19 20 21 21 28 29 31 40 41 42 43 44 45 70 Future Accounting Standards Management of Capital Outstanding Share and Unit Data Evaluation of Disclosure Controls and Procedures Critical Accounting Estimates Risks and Uncertainties Outlook Forward-Looking Information 32 33 33 33 34 36 37 37 contentsLetter from the Chairman and President & Ceo of The Second Cup Ltd. With our investment in a new point of sale system in 2011, we are able to better assess our business and are now using the system as a platform for building café business plans, national plans and for supporting our test initiatives. 2012 HigHligHtS Michael Rosicki, Chairman Stacey Mowbray, President & CEO At Second Cup, our care and commitment to quality We are pleased to present our Annual Report for set us apart from our competitors. In 2012, we the fiscal year ended December 29, 2012, on behalf reinforced this point of difference with the launch of the Board of Directors for the Second Cup Ltd. of latte art on all of our hero latte beverages. Our (“Second Cup”). All amounts stated are expressed baristas delight our guests with their craftsmanship in thousands of Canadian dollars, except shares, and consistently deliver on our brand promise, “There’s unless otherwise indicated. a little love in every cup.” We also surprised and Summary delighted our guests with new products, such as our S’mores Hot Chocolate, new Maple Flavoured Coffee, Honey Vanilla Tea Latte and customizable Iced Coffee. We experienced a marginal growth of 0.4% in system sales to $194,387. Corporate revenue increased In 2012, we entered into a partnership with Kraft from $25,001 in 2011 to $26,346 in 2012, however, Canada Inc. to produce, market and sell Second Cup adjusted earnings per share declined from $0.64 in signature coffees across Canada using the Tassimo 2011 to $0.42 in 2012. The financial results reflect the T-Disc on-demand beverage system. The results so far continuing intense competitive activity in the coffee category, as well as our continued investments in new initiatives, including a loyalty program, coffee revitalization and a new café design. These initiatives will be tested in 2013 and will roll out in the latter part of the year. New in 2012: Second Cup formed a partnership with Tassimo, Canada’s leading on-demand coffee brand, to produce, market and sell Second Cup signature blend coffees and lattes across Canada. ®/MD When it comes to serving our guests, our goal is to make sure “There’s a little love in every cup” to deliver on our brand promise. 7 We strive to surprise and delight our guests with tempting new product offerings and limited- time seasonal favourites. have been encouraging and we are looking to expand the offerings in 2013. The partnership offers our cafés a new category of business for sales and traffic in the rapidly growing single-serve segment of the coffee business. It also provides a new income stream for Second Cup through the licencing agreement with Kraft and the sales of Second Cup branded Tassimo T-Discs into grocery and other channels outside of the café business. We continued to improve our café network with the opening of 18 cafés and closure of 17 to complete the year at 360 cafés. Many of the new cafés have drive thru and several of them are located outside urban areas to grow our presence beyond our core markets. We also fully implemented the new point of sales system throughout the majority of our cafés. We are now tracking comparable data for business analytics both nationally and at the café level to drive sales. In 2012, we also announced a long-term partnership with Free the Children, a Canadian charity founded by Craig and Marc Kielburger aimed at empowering and enabling young people to be agents of change. Second Cup cafés have become the Social Change Headquarters for youth to meet and plan activities in support of Free the Children initiatives. Additionally, Second Cup cafés provide bricks and mortar locations to support the retail of select Me To We products in an effort to raise funds and awareness for Free the Children, as well as being a part of a movement for social good. This partnership is just another way to celebrate our Care and Quality point of difference and our Canadian roots. New in 2012: Long-term partnership with Canadian charity, Free the Children 9 Board of directorS The Board welcomed two new members: Bryan Held, as independent Director and a member of the Audit Committee, and Stephen Kelley, also as an independent Director. James Anas became the Chair of the Audit Committee. dividendS The quarterly dividend has been reduced to $0.085 per share to allow for investments into the business, while still offering a good return for shareholders at 6.6% (based on the year-end price of $5.13). 2013 outlook In 2013, we will continue to focus on our Care and Quality point of difference in the premium coffee segment. We will be testing and launching a loyalty program and customer relationship system. We believe this program will grow our transactions efficiently and create further loyalty in this very competitive environment. We will continue to improve our café network by adding more drive-thru locations, closing underperforming cafés and penetrating into small centres outside of our core marketing areas. The launch of our new look café will be showcased in downtown Toronto. The design reflects care and quality with a real focus on our coffee roots and our community involvement. Portions of this design will be adaptable to our existing cafés. Our Frrrozen Hot Chocolate® drinks are made with an exclusive blend of rich, imported cocoas and Madagascar vanilla, blended with milk and ice. 11 Whether it’s a fresh cranberry muffin or a raspberry Danish, our café treats match the gourmet quality of our signature coffees. Throughout the year we will work towards limited-time product offerings and a “Custom Cup” regaining our leadership within brewed coffee and one cup offer for guests wanting a special cup of bean sales. We believe we have the highest quality coffee that is worth the wait. coffee of any national chain, as well as the broadest selection of brewed beverages, the strongest As the second largest speciality coffee retailer in flavour portfolio and the leading café brand when it Canada and largest franchisor, we are confident comes to offering beans with Rain Forest Alliance in the strength of the Second Cup brand. Our and Fair Trade Organic certification. We also have commitment to caring, emphasis on quality the systems to support the delivery of a quality cup. and franchise partners differentiate us from the These systems include: competition, and our initiatives allow us to further build our brand and leverage our core equities. • Freshly grinding the beans in our cafés prior to brewing • Testing the beans 112 times before they are served to a guest • Swiss water decaffeinating, which is a 100% non-chemical process • Adding flavours at the roasting stage to infuse them into our coffees Sincerely, Michael Rosicki Chairman, The Second Cup Ltd. All these systems ensure the highest quality for our President & CEO, The Second Cup Ltd. Stacey Mowbray guests. In 2013, we will celebrate our leadership in quality through new in-store merchandising, new 13 We offer a wide variety of cold beverages, from Icepresso® to Italian Sodas, which are always a popular choice in the hot summer months. The Second Cup Ltd. FInAncIAl hIGhlIGhts (in thousands of Canadian dollars, except number of cafés and per share amounts) System sales of cafés1 Number of cafés – end of period Same café sales growth1 Total revenue Gross profit Operating expenses Impairment of goodwill and trademarks Operating (loss) income Income before interest, tax, depreciation, amortization and impairment (“EBITDA”)1 (Loss) income before income taxes Net (loss) income for the period Adjusted net income1 Basic and diluted (loss) earnings per share as reported Adjusted basic and diluted earnings per share1 Total assets 13 weeks ended December 29, 2012 $53,515 360 (4.2%) $7,785 $6,638 4,332 15,294 ($12,988) $3,027 ($13,116) ($12,024) $1,567 ($1.21) $0.16 $88,680 13 weeks ended December 31, 2011 $54,404 359 1.2% $7,363 $6,603 3,393 - $3,210 $3,647 $3,116 $2,352 $2,116 $0.23 $0.21 $105,554 52 weeks ended December 29, 2012 $194,387 360 (1.9%) $26,346 $22,823 15,779 15,294 ($8,250) 52 weeks ended December 31, 2011 $193,660 359 (0.1%) $25,001 $22,778 13,176 - $9,602 $8,643 ($8,753) ($9,404) $4,187 ($0.95) $0.42 $88,680 $10,600 $8,887 $13,301 $6,358 $1.34 $0.64 $105,554 1 “System sales of cafés”, “Same café sales growth”, “EBITDA”, “Adjusted net income” and “Adjusted basic and diluted earnings per share” are not recognized performance measures under IFRS and, accordingly, may not be comparable to similar computations as reported by other issuers. 15 We love nothing more than creating the perfect coffee experience. That’s why we hand select our beans, so all we are left with is fairly traded, sustainable coffee from across the world. The Second Cup Ltd. Annual Report 2012 The Second Cup Ltd. MAnAGeMent’s dIscussIon And AnAlYsIs The following Management’s Discussion and Analysis (“MD&A”) has been prepared as of March 5, 2013 and is intended to assist in understanding the results of operations and financial condition of The Second Cup Ltd. (“Second Cup” or the “Company”) for the 13 weeks (the “Quarter”) and the year ended December 29, 2012, and should be read in conjunction with the audited financial statements of the Company and accompanying notes, which are available at www.sedar.com. Past performance may not be indicative of future performance. All amounts are presented in thousands of Canadian dollars, unless otherwise indicated and have been prepared in accordance with International Financial Reporting Standards (“IFRS”). In this MD&A, the Company also reports certain non-IFRS measures such as system sales of cafés, same café sales growth, EBITDA and adjusted net income. System sales of cafés and same café sales are discussed below under “System Sales”. EBITDA represents earnings before interest, taxes, depreciation, amortization and impairment charges. As there is no generally accepted method of calculating EBITDA, the measure as calculated by the Company might not be 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 because management interprets trends in EBITDA as an indicator of relative operating performance. EBITDA should not be considered by an investor as an alternative to net income or cash flows as determined in accordance with IFRS. As previously discussed, the Company (formerly Second Cup Income Fund) (the “Fund”) converted from an income trust structure to a public corporation (“Conversion”) on January 1, 2011. The Fund was not subject to income taxes to the extent that its taxable income was distributed to unitholders. On the IFRS transition date of January 1, 2010 an increase in the deferred tax liability was recorded by the Fund reflecting the highest marginal tax rate. After Conversion, the lower corporate tax rate resulted in a reduction in the deferred tax liability in 2011. The Company performed an impairment test on its franchise business cash generating unit (discussed below under “Operating Expenses”) and recorded an impairment charge of $15,294 related to goodwill and trademarks for 2012. Management has separated the 2011 deferred income tax recovery due to Conversion and the 2012 impairment of goodwill and trademarks resulting in the non-IFRS measures of adjusted net income and adjusted basic and diluted earnings per share. OVERVIEW AND BUSINESS OF SECOND CUP Second Cup is Canada’s largest specialty coffee café franchisor and retailer (as measured by the number of cafés) with 360 cafés operating under the trade name Second Cup™ in Canada, of which ten are Company-operated and the balance are operated by franchise partners who are selected and trained to retail Second Cup’s product offering. Second Cup owns the trademarks, trade names, operating procedures and systems and other intellectual property used in connection with the operation of Second Cup cafés only in Canada, excluding the Territory of Nunavut. Second Cup is incorporated and domiciled in Canada. The address of its registered office is 6303 Airport Road, 2nd Floor, Mississauga, Ontario L4V 1R8. The Company’s website is www.secondcup.com. Second Cup’s fiscal year follows the method implemented by many retail entities, such that each quarter will consist of 13 weeks and will end on the Saturday closest to the calendar quarter end. The fiscal year is made up of 52 or 53 week periods ending on the last Saturday of December. The common shares of the Company are listed on the Toronto Stock Exchange under the symbol “SCU.” 17 MANAGEMENT’S DISCUSSION & ANALYSIS As at March 5, 2013, the Company’s issued share capital consisted of 9,903,045 common shares, unchanged from year end. Additional information relating to the Company, including the Company’s Annual Information Form, is on SEDAR at www.sedar.com. BASIS OF PRESENTATION The financial statements of Second Cup have been prepared in accordance with IFRS and International Financial Reporting Interpretation Committee (“IFRIC”) interpretations. The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4 of the financial statements. The accounting policies applied in the financial statements are based on IFRS effective for the fiscal year ended December 29, 2012, as issued and outstanding as of February 28, 2013, the date the Board of Directors approved the financial statements. The company’s business is classified as one operating segment that is reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Company is structured as a franchisor with all of its operating revenues derived in Canada. Operating revenues comprise the sale of goods from Company-operated cafés and the sale of goods through ancillary channels, royalties and other service fees. Management is organized based on the Company’s operations as a whole rather than the specific revenue streams. As a franchisor, Second Cup opens, acquires, closes and refranchises individual café locations in the normal course of business. The Second Cup Ltd. Annual Report 2012 FINANCIAl HIgHlIgHTS The following table sets out selected IFRS financial information and other data of the Company and should be read in conjunction with the audited financial statements of the Company. (in thousands of Canadian dollars, except number of cafés and per share amounts) System sales of cafés1 Number of cafés – end of period Same café sales growth1 Total revenue Gross profit Operating expenses Impairment of goodwill and trademarks Operating (loss) income Amortization of property and equipment and intangible assets Loss on disposal of property and equipment Impairment of property and equipment Impairment of goodwill and trademarks Income before interest, tax, depreciation, amortization and impairment (“EBITDA”)1 (Loss) income before income taxes Current income tax (charge) Deferred income tax recovery (charge) excluding Conversion Deferred income tax recovery due to Conversion 2 Net (loss) income for the period Deferred income tax recovery due to Conversion 2 Impairment of goodwill and trademarks Tax effect Adjusted net income1 Basic and diluted (loss) earnings per share as reported Adjusted basic and diluted earnings per share1 Total assets 13 weeks ended December 29, 2012 $53,515 360 (4.2%) $7,785 $6,638 4,332 15,294 13 weeks ended December 31, 2011 $54,404 359 1.2% $7,363 $6,603 3,393 - 52 weeks ended December 29, 2012 $194,387 360 (1.9%) $26,346 $22,823 15,779 15,294 52 weeks ended December 31, 2011 $193,660 359 (0.1%) $25,001 $22,778 13,176 - ($12,988) $3,210 ($8,250) $9,602 324 42 355 15,294 287 20 130 - 1,167 70 362 15,294 832 36 130 - $3,027 $3,647 $8,643 $10,600 ($13,116) (596) 1,688 - ($12,024) - 15,294 (1,703) $1,567 ($1.21) $0.16 $88,680 $3,116 (894) (106) 236 $2,352 (236) - - $2,116 ($8,753) (1,644) 993 - ($9,404) - 15,294 (1,703) $4,187 $8,887 (1,527) (1,002) 6,943 $13,301 (6,943) - - $6,358 $0.23 $0.21 $105,554 ($0.95) $0.42 $88,680 $1.34 $0.64 $105,554 1 “System sales of cafés”, “Same café sales growth”, “EBITDA”, “Adjusted net income” and “Adjusted basic and diluted earnings per share” are not recognized performance measures under IFRS and, accordingly, may not be comparable to similar computations as reported by other issuers. 2 At the annual and special meeting of unitholders held on June 10, 2010, the unitholders approved the proposed conversion from an income trust structure to a public corporation (“Conversion”). The Conversion was completed on January 1, 2011. 19 MANAGEMENT’S DISCUSSION & ANALYSIS SYSTEM SAlES Overview of System Sales System sales comprise the gross revenue reported to Second Cup by franchisees of Second Cup cafés and by cafés owned by Second Cup. Sales are reported by franchisees to Second Cup on a weekly basis without audit or other form of independent assurance. Second Cup’s substantiation of sales reported by its franchisees is through analytical and financial reviews performed by management, comparison to sales data on the Point of Sales System (“POS”), on-site visits and analyses of raw materials purchased by the cafés as reported by authorized vendors. Increases in system sales result from the addition of new cafés and same café sales growth. System sales from existing cafés are primarily dependent on pricing, product and marketing initiatives undertaken by Second Cup, maintaining operational excellence within the café network and general market conditions, including weather, disposable consumer income, consumer confidence, recessionary and inflationary trends, job security and unemployment, equity market levels, consumer credit availability and competitive activities. The primary factors influencing the number of cafés added to the Second Cup café network include the availability and cost of high quality locations, competition from other specialty coffee retailers and other businesses for prime locations, and the availability of qualified franchisees. System sales are also affected by the permanent closure of Second Cup cafés. Cafés are closed when they cease to be viable or, occasionally, when a renewal of a lease for a particular location is not available or when an alternative, more preferable location is available. Analysis of System Sales and Same Café Sales Growth System sales for the 13 weeks ended December 29, 2012 were $53,515 compared to $54,404 for the 13 weeks ended December 31, 2011, representing a decrease of $889 or 1.6%. The total number of cafés at the end of the Quarter was 360 compared to 359 cafés at the end of the fourth quarter of 2011. System sales for the 52 weeks ended December 29, 2012 were $194,387, compared to $193,660 for the 52 weeks ended December 31, 2011, representing an increase of $727 or 0.4%. Same café sales represents percentage change, on average, in retail sales at cafés (franchised and Company-operated) operating system wide that have been open for 15 or more months. It is one of the key metrics the Company uses to assess its performance and provides a useful comparison between quarters. The two principal factors that affect same café sales growth are changes in customer traffic and changes in average check. These factors are dependent upon existing cafés maintaining operational excellence within each Second Cup café, general market conditions, pricing and marketing programs undertaken by Second Cup. During the Quarter Second Cup continued to be impacted by increased competitive activity resulting in a same café sales decline of 4.2%, compared to an increase of 1.2% in the comparable quarter of 2011. For 2012, same café sales decline was 1.9% (2011 – 0.1% decline). Management is not aware of any reliable third party comparable data on the trends affecting the Canadian specialty coffee market or the performance of Second Cup’s competitors in the Canadian specialty coffee market during the year. Seasonality of System Sales The following table shows the percentage of annual system sales achieved, on average, in each fiscal reporting quarter over the last three fiscal years: % of Annual System Sales First quarter Second quarter Third quarter Fourth quarter 2010 23.8 24.4 24.0 27.8 100.0 2011 23.5 24.4 24.0 28.1 100.0 2012 24.2 24.4 23.9 27.5 100.0 Average 23.9 24.4 23.9 27.8 100.0 The Second Cup Ltd. Annual Report 2012 Historically, revenue has been higher in the fourth quarter, which includes the holiday sales periods of November and December. Because of this seasonality, the results for any quarter are not necessarily indicative of what may be achieved for any other quarter or for the full fiscal year. CAFÉ NETWORK Number of cafés - beginning of period Cafés opened Cafés closed Number of cafés - end of period Number of cafés renovated 13 weeks ended December 29, 2012 358 4 (2) 360 4 13 weeks ended December 31, 2011 359 7 (7) 359 6 52 weeks ended December 29, 2012 359 18 (17) 360 19 52 weeks ended December 31, 2011 349 22 (12) 359 25 During the Quarter, four cafés were renovated (2011 - six), there were four café openings (2011 - seven) and two café closures (2011 - seven) with 360 cafés open at December 29, 2012. For the year, 19 cafés (2011 - 25) were renovated; there were 18 café openings (2011 - 22) and 17 café closures (2011 - 12). INCOME, OPERATINg EXPENSES AND NET INCOME Fourth Quarter Analysis of Revenues Total revenues for the Quarter were $7,785 (2011 - $7,363) and consisted of royalty revenue, revenue from sale of goods and services revenue. Royalty revenue for the Quarter was $4,017 (2011 - $4,346). The reduction in royalty revenue of $329 was mainly due to a decrease in system sales and a reduction in the effective royalty rate (excluding sales from Company-operated cafés) from 8.1% in 2011 to 7.7% in the Quarter as a result of the revised royalty structure for new cafés. New cafés that opened in 2011 and 2012 pay a royalty rate of 3% in the first year, a rate of 6% in the second year and, thereafter, a rate of 9%. In addition the effective royalty rate was impacted by café specific arrangements in place during the period. Revenue from the sale of goods, which includes revenue from Company-operated cafés and the sale of coffee through wholesale and retail channels, was $1,597, compared to $1,042 for the 13 weeks ended December 31, 2011. The increase in revenue from the sale of goods was mainly due to operating twelve Company-operated cafés for most of the fourth quarter in 2012 compared to nine for most of the fourth quarter in 2011. The Company franchised two cafés late in the Quarter, ending the Quarter with ten Company-operated cafés. Services revenue for the Quarter was $2,171 (2011 - $1,975). Services revenue includes initial franchise fees, renewal fees, transfer fees earned on the sale of cafés from one franchise partner to another, construction administration fees, product licencing revenue, purchasing coordination fees and other ancillary fees (IT support, tuition and construction black line drawings). The $196 increase in services revenue is mainly due to an increase in product licencing revenue, transfer fees and other ancillary fees offset by decreases in initial franchise fees and purchasing coordination fees. The increase in product licence revenue was as a result of the new partnership with Kraft Canada Inc. to produce, market and sell Second Cup signature blend coffees and lattes across Canada using the TASSIMO T-Disc on-demand beverage system. Cost of Goods Sold Cost of goods sold represents the product cost of goods sold in corporate cafés and through retail and wholesale channels plus the cost of direct labour to prepare and deliver the goods to the customers in the cafés. Cost of goods sold as a percentage of revenue from the sale of goods was 72% in the Quarter (2011 - 73%). 21 MANAGEMENT’S DISCUSSION & ANALYSIS Operating Expenses Operating expenses include the head office expenses of Second Cup and the overhead expenses of Company-operated cafés. Total operating expenses were $4,332 (2011 - $3,393), an increase of $939. Head Office Operating Expenses Head office expenses of Second Cup increased by $567 (19.8%) from $2,857 in 2011 to $3,424. Comparatively, the major expenses for the Quarter were salaries, wages and benefits $1,484 (2011 - $1,611), occupancy and lease costs $589 (2011 - $329), head office overheads $282 (2011 - $215), travel and franchise partner meetings $202 (2011 - $193), professional fees $164 (2011 - $84), legal costs $160 (2011 - $120), amortization of property and equipment $137 (2011 - $110), amortization of intangible assets $116 (2011 - $105), research and innovation $115 (2011 - $nil), advertising and franchise development $93 (2011 - $76), inventory markdowns $46 (2011 - $7), and bad debt expense $36 (2011 - $7). All material changes in operating expenses are explained in the table below. Expenses Increase / Decrease in Expenses Explanation for Change Salaries, wages and benefits Decrease of $127 Reduction in incentives, severance costs, Directors’ deferred share unit plan (“DSUP”) and long-term incentive plan (“LTIP”) offset by increases in Directors’ fees and inflationary increases in salaries, wages and benefits. Directors’ fees increased as a result of an additional Director in 2012. Occupancy and lease costs Increase of $260 Increase in provision for vacant properties which had not been sublet offset by recoveries for rent arrears from franchise partners. Research and innovation Increase of $115 New expenditure on test concepts and initiatives to build the brand and drive growth. Professional fees Head office overheads Increase of $80 Primarily due to the partial outsourcing of the cafés IT network support and upgrading head office accounting software and help desk software. Increase of $67 Increase in POS support costs as a result of an increase in the install base. Legal costs Increase of $40 Increased litigation costs in preparation for a trial from an outstanding 2009 landlord claim and due to increased leasing activity. Impairment of Goodwill and Trademarks The Company considers the franchise business as a separate cash generating unit (“CGU”). The Company performed its annual impairment test on the franchise business CGU and the valuation based on the forecasted cash flows and using an 11.5% discount rate indicated impairment. As a result, the Company recognized a total impairment charge of $15,294 which consisted of $2,444 to goodwill and $12,850 to trademarks in the Quarter. The after tax impact of these impairment charges were $13,591 and reduced earnings per share by $1.37. The impairment charges have no impact on the Company’s liquidity, cash flow, borrowing capability or operations. The Second Cup Ltd. Annual Report 2012 Corporate Café Operating Expenses The overhead expenses in Company-operated cafés increased by $372 from $536 in 2011 to $908. Comparatively, the expenses for the Quarter were impairment of property and equipment $355 (2011 - $130), lease costs $282 (2011 - $178), other operating expenses $107 (2011 - $102), amortization of property and equipment $71 (2011 - $72), advertising and local marketing $51 (2011 - $34) and a loss on disposal of property and equipment $42 (2011 - $20). The valuation of corporate cafés CGU based on revenue growth and future cash flows indicated an impairment. As a result, the Company recorded a loss of $355 (2011 - $130) on the impairment of two (2011 – one) Company-operated cafés. Expenses Increase / Decrease in Expenses Explanation for Change Impairment of property and equipment Increase of $225 Leaseholds of two corporate cafés written off and property and equipment written down to their recoverable amount versus one corporate café (kiosk in mall) written down in 2011. Lease costs Increase of $104 The Company had ten (2011 - seven) Company-operated cafés at the end of the Quarter. The reduction in the amortization of liabilities arising from the 2009 acquisition of the Company by the Fund was $11. Other Income and Expenses The Company incurred interest expense of $159 (2011 - $177), and $22 (2011 - $18) in amortization of financing charges relating to the term loan. The Company also recorded a non-cash credit of $47 (2011 - $86) for the movement in the fair value of the derivative interest rate swap that fixes the interest rate on the Company’s term loan. The Company earned other interest income of $10 (2011 - $20) primarily due to interest earned from short-term highly liquid bank investments with original maturities of three months or less and from notes receivable. Income Taxes Current income taxes of $596 (2011 - $894) were recorded in the Quarter. A deferred tax recovery of $1,688 (2011 - recovery of $130) was recorded in the Quarter. The deferred tax recovery was mainly due to the impairment charge of $15,294 to goodwill and trademarks in the Quarter. EBITDA EBITDA for the Quarter was $3,027 (2011 - $3,647). The decrease in EBITDA was due to an increase in gross profit of $35 offset by an increase in operating expenses of $655 (excluding amortization, loss on disposal of property and equipment and impairment charges) as discussed above. Net Income The Company’s net loss for the Quarter was $12,024 or ($1.21) per share, compared to net income of $2,352 or $0.23 per share in 2011. Excluding the after tax impact of the goodwill and trademark impairment charge of $13,591 in 2012 and the Conversion deferred tax recovery of $236 in 2011, adjusted net income for the Quarter was $1,567 or $0.16 per share, compared to $2,116 or $0.21 per share in 2011. The decline in adjusted net income of $549 or $0.05 was mainly due to the $225 increase in impairment of property and equipment, the $714 increase in operating expenses (excluding the $225 impairment above), the $34 increase in net interest expense, offset by a $35 increase in gross profit and a $389 decrease in income taxes (excluding the income tax impact of Conversion and goodwill and trademarks impairment). 23 MANAGEMENT’S DISCUSSION & ANALYSIS Reconciliation of Net (Loss) Income to EBITDA for the 13 Weeks Ended Net (loss) income Net interest expense Income taxes (recovery) Amortization of property and equipment Amortization of intangible assets Loss on disposal of property and equipment Impairment of property and equipment Impairment of goodwill and trademarks EBITDA Dec. 29, 2012 ($12,024) 128 (1,092) 208 116 42 355 15,294 $3,027 Dec. 31, 2011 $2,352 94 764 182 105 20 130 - $3,647 Full Year Analysis of Revenues Revenues were $26,346 compared to $25,001 in 2011 and consisted of royalty revenue, revenue from the sale of goods and services revenue. Royalty revenue was $14,927 (2011 - $15,631). The reduction in royalty revenue of $704 was mainly due to a reduction in the effective royalty rate (excluding sales from Company-operated cafés) from 8.2% in 2011 to 7.9% as a result of the revised royalty structure for new cafés as well as café specific arrangements in place during the period. Revenue from the sale of goods, which includes revenue from Company-operated cafés and the sale of coffee through wholesale and retail channels, was $4,698 compared to $3,006 for the 52 weeks ended December 31, 2011. The increase in revenue from the sale of goods was mainly due to an increase in the weighted average number of Company-operated cafés from six in 2011 to eight in 2012. The Company ended the year with ten (2011 - seven) Company-operated cafés. Services revenue was $6,721 (2011 - $6,364). The $357 increase in services revenue is mainly due to an increase in product licencing revenue, IT support fees, purchasing coordination fees and café resale fees offset by decreases in initial franchise fees, construction administration fees and renewal fees. Product licencing fees increased $443 largely due to the new partnership agreement with Kraft Canada Inc. to produce, market and sell Second Cup signature blend coffees and lattes across Canada using the TASSIMO T-Disc on-demand beverage system. IT support fees increased $172 and relate to POS implemented in the second half of 2011. Café resale fees increased $37 and are recognized when title transfers on the sale of a café between franchise partners. There were 28 cafés sold (2011 - 33) during the year reflecting a higher average price per transaction. Excluding new corporate cafés, the Company opened 17 new franchised cafés compared to 21 in 2011 and as a result initial franchise fees decreased by $178. Construction administration fees decreased by $138 as a result of lower franchise renovation projects which decreased from 25 in 2011 to 17 in 2012. The decrease in renewal fees is due to timing as renewal fees are recognized at the commencement of a new franchise term. Cost of Goods Sold Cost of goods sold as a percentage of revenue from the sale of goods was 75% compared to 74% for the 52 weeks ended December 31, 2011. Operating Expenses Operating expenses include the head office expenses of Second Cup and the overhead expenses of Company-operated cafés. Operating expenses were $15,779 (2011 - $13,176), an increase of $2,603. Head Office Operating Expenses Head office expenses of Second Cup increased by $1,744 from $12,008 in 2011 to $13,752 or 14.5%. Comparatively, the major expenses for the year ended December 29, 2012 were salaries, wages and benefits $6,540 (2011 - $7,311), occupancy and lease costs $1,614 (2011 - $882), travel and franchise partner meetings $1,010 (2011 - $888), head office overheads $992 (2001 - $833), professional fees $632 (2011 - $476), legal costs $518 (2011 - $394), amortization of property and equipment $506 (2011 - $289), research and innovation $476 (2011 - $nil), amortization of intangible assets $451 (2011 - $392), bad debt expense $422 (2011 - $257), advertising and franchise development $304 (2011 - $263) and inventory markdowns $287 (2011 - $23). The Second Cup Ltd. Annual Report 2012 Impairment of Goodwill and Trademarks As discussed above, the Company recognized an impairment charge of $2,444 to goodwill and $12,850 to trademarks. Expenses Increase / Decrease in Expenses Explanation for Change Salaries, wages and benefits Decrease of $771 Reduction in incentives, severance costs, and DSUP offset by increases in Directors’ fees, LTIP and inflationary increases in salaries, wages and benefits. LTIP increased due to the number of shares granted in December 2011 offset by a decrease in the share price. Occupancy and lease costs Increase of $732 The increase is mostly due to two vacant sites which have been vacant since 2009 and have not been successfully sublet. Research and innovation Inventory markdowns Amortization of property and equipment Increase of $476 New expenditure on test concepts and initiatives to build the brand and drive growth. Increase of $264 Inventory mark-downs increased as a result of 3 products which had sales below expectations. Increase of $217 Increase due to an increase in amortization on POS hardware and head office leasehold amortization. The Second Cup head office was renovated in the fourth quarter of 2011. Bad debt expense Increase of $165 Increase in the allowance for doubtful accounts and a discount factor for a promissory note. Head office overheads Increase of $159 Increase in IT support costs related to a larger install base of new POS. Professional fees Increase of $156 Legal costs Increase of $124 Primarily due to the partial outsourcing of the IT network support for cafés and upgrading head office accounting software and help desk software. Increased use of external legal professionals as a result of staff vacancies in the legal department as well as increased real estate activity and litigation costs. Travel and franchise partner meetings Increase of $122 Increase in the cost of the annual franchise partner convention and the induction program for new franchise partners. Amortization of intangible assets Advertising and franchise development Increase of $59 Increase due to a greater number of POS installed in cafés. Increase of $41 Increased new business development and advertising to attract new franchise partners. 25 MANAGEMENT’S DISCUSSION & ANALYSIS Corporate Café Operating Expenses The overhead expenses in Company-operated cafés increased by $859 to $2,027 from $1,168 in 2011. Comparatively, the major expenses for the 52 weeks ended December 29, 2012 were lease costs $885 (2011 - $504), impairment of property and equipment $362 (2011 - $130), other operating expenses $350 (2011 - $253), amortization of property and equipment $210 (2011 - $151), advertising and local marketing $150 (2011 - $94) and a loss on disposal of property and equipment $70 (2011 - $36). As discussed above, the Company recorded a loss of $362 (2011 - $130) on the impairment of two Company-operated cafés. Expenses Increase / Decrease in Expenses Explanation for Change Lease costs Increase of $381 Impairment of property and equipment Increase of $232 The Company had ten (2011 - seven) Company-operat- ed cafés at the end of year. The reduction in the amor- tization of liabilities arising from the 2009 acquisition of the Company by the Fund was $43. Leaseholds of two corporate cafés written off and property and equipment written down to their recoverable amount versus one corporate café (kiosk in a mall) written down in 2011. Other operating expenses Increase of $97 Increased number of Company-operated cafés. Advertising and local marketing Increase of $56 Increased number of Company-operated cafés resulted in increased revenue subject to a 3% Co-op Fund contribution. Amortization of property and equipment Increase of $59 Increased number of Company-operated cafés. Other Income and Expenses The Company incurred interest expense of $672 (2011 - $717), and $82 (2011 - $72) in amortization of financing charges relating to the term loan. The reduction in interest expense is a result of renegotiating the term loan and operating credit facilities discussed below under “Term Loan, Operating Credit Facility and Interest Rate Swap”. The Company also recorded a non-cash credit of $206 (2011 - $29) for the movement in the fair value of the derivative interest rate swap that fixes the interest rate on the Company’s term loan. The Company earned other interest income of $61 (2011 - $67) primarily due to interest earned from short-term, highly liquid bank investments with original maturities of three months or less and from notes receivable. Income Taxes The income tax expense of $651 (2011 - recovery of $4,414) consists of: • current income tax expense of $1,644 (2011 - $1,527); • deferred income tax expense of $480 (2011 - $nil) due to the income tax rate change discussed below; • deferred income tax recovery of $nil (2011 - $6,943), due to the Conversion; and • deferred income tax (recovery) expense of ($1,473) (2011 - expense of $1,002), excluding the impact of the Conversion. The Second Cup Ltd. Annual Report 2012 The increase in current income tax expense is a result of the Company reducing its 2011 current income taxes by utilizing tax losses carried forward from prior years. The Ontario 2012 budget was substantively enacted on June 20, 2012, freezing corporate tax cuts with the effect that the income tax rate would remain at 11.5% until the province can achieve a balanced budget. Previously, the corporate income tax rate was slated to decrease to 10.0% by 2014. The impact of the income tax rate change is estimated to be a future income tax increase of $480. The $1,473 deferred tax recovery in 2012 was mainly due to the impairment charge of $15,294 to goodwill and trademarks in the Quarter. Prior to the Conversion in 2011, the Fund was an unincorporated open-ended trust and was not subject to income taxes to the extent that its taxable income was distributed to unitholders. As a result of new tax legislation substantively enacted on June 12, 2007, the Fund would have paid tax on distributions declared subsequent to January 1, 2011. As a result of this legislation, the Fund had provided for the future tax effect of existing temporary differences between the accounting and tax bases of assets and liabilities that were expected to reverse subsequent to January 1, 2011 at the specified investment flow through (“SIFT”) entity tax rates under Canadian GAAP. Under IFRS, the taxation rate to apply to temporary differences of the Fund that were expected to reverse after 2010 was the highest marginal tax rate of 46.41% rather than the lower SIFT tax rate used previously of 28.25%. On the IFRS Transition Date, this IFRS adjustment resulted in an increase of $7,495 to the deferred tax liability and a corresponding decrease to equity. As a corporation, the deferred tax liability is measured using the corporate tax rate of 28.16% and resulted in a reduction in the deferred tax liability of $6,943 and a corresponding non-cash credit to income in the first quarter of 2011. EBITDA EBITDA was $8,643 (2011 - $10,600). The decline in EBITDA was due to an increase in gross profit of $45 offset by an increase in operating expenses of $2,002 (excluding amortization, loss on disposal of property and equipment and impairment charges) as discussed above. Net Income The Company’s net loss was $9,404 or $0.95 per share, compared to net income of $13,301 or $1.34 per share in 2011. Excluding the 2011 deferred income tax recovery of $6,943 due to Conversion and the 2012 after tax impairment of goodwill and trademarks of $13,591, adjusted net income was $4,187 (2011 - $6,358). The reduction in adjusted net income of $2,171 was mainly due to the non-cash $232 increase in the impairment of property and equipment charge, the $2,371 increase in operating expenses (excluding the $232 impairment above) offset by the $212 decrease in net interest expense (including a non-cash $177 increase in the movement of the derivative interest rate swap), a $45 increase in gross profit and a $175 decrease in income taxes (excluding the recovery due to Conversion and the income tax impact of goodwill and trademarks impairment). Reconciliation of Net (Loss) Income to EBITDA for the 52 Weeks Ended Net (loss) income Net interest expense Income taxes (recovery) Amortization of property and equipment Amortization of intangible assets Loss on disposal of property and equipment Impairment of property and equipment Impairment of goodwill and trademarks EBITDA Dec. 29, 2012 ($9,404) 503 651 716 451 70 362 15,294 $8,643 Dec. 31, 2011 $13,301 715 (4,414) 440 392 36 130 - $10,600 27 MANAGEMENT’S DISCUSSION & ANALYSIS Dividend On February 28, 2013, the Board of Directors of Second Cup approved a dividend of $0.085 per common share, payable on March 28, 2013 to shareholders of record at the close of business on March 15, 2013. The dividend will be considered an eligible dividend for income tax purposes. The Company’s dividend policy is to continue to pay a portion of earnings while retaining funds for organic growth initiatives. The determination to declare and make payable dividends from Second Cup is at the discretion of the Board of Directors of Second Cup and, until declared payable, Second Cup has no requirement to pay cash dividends to shareholders. Taking into account current economic conditions and their impact on the profitability of Second Cup, the Board of Directors will continually review the level of dividends paid by the Company and there can be no assurance that the amount of the dividend will remain at the current level. Annual General Meeting of Shareholders The Board of Directors has set a record date of March 24, 2013 for the Annual General Meeting of shareholders. The Annual General Meeting will be held at 10:00 a.m. on Friday, May 3, 2013 at the offices of Stikeman Elliott LLP, 53rd Floor, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario. SElECTED QUARTERlY INFORMATION A discussion of the Company’s previous interim results can be found in the Company’s quarterly MD&A reports available at www.sedar.com. (in thousands of Canadian dollars, except number of cafés and per share amounts) System sales of cafés2 Same café sales growth2 Number of cafés at end of period Total revenue Operating (loss) income for the period Amortization of property and equipment and intangible assets Loss (gain) on disposal of property and equipment Impairment of property and equipment Impairment of goodwill and trademarks EBITDA2 Net (loss) income before income taxes Current income tax charge Deferred income tax (recovery) charge Net (loss) income for the period Basic/diluted (loss) earnings per share Dividends declared per share Q4 20121 $53,515 (4.2%) 360 $7,785 ($12,988) 324 42 355 15,294 $3,027 ($13,116) 596 (1,688) ($12,024) ($1.21) $0.085 Q3 2012 $46,389 (2.8%) 358 $6,378 $1,133 306 29 - - $1,468 $1,017 275 (4) $746 $0.08 $0.15 Q2 2012 $47,382 (1.5%) 356 $6,175 $2,063 Q1 2012 $47,101 0.4% 355 $6,008 $1,542 271 - - - $2,334 $1,920 422 656 $842 $0.09 $0.15 266 (1) 7 - $1,814 $1,426 351 43 $1,032 $0.10 $0.15 The Second Cup Ltd. Annual Report 2012 System sales of cafés2 Same café sales growth2 Number of cafés at end of period Total revenue Operating income for the period Amortization of property and equipment and intangible assets Loss on disposal of property and equipment Impairment of property and equipment EBITDA2 Net income before income taxes Current income tax charge Deferred income tax (recovery) charge Net income for the period Basic/diluted earnings per share Dividends declared per share Q4 2011 1,3 $54,404 1.2% 359 $7,363 $3,210 287 20 130 $3,647 $3,116 894 (130) $2,352 $0.23 $0.15 Q3 20113 $46,369 (0.1%) 359 $6,138 $2,362 219 9 - $2,590 $2,095 511 (68) $1,652 $0.17 $0.15 Q2 20113 $47,294 0.3% 350 $6,072 $2,506 Q1 20113 $45,593 (2.3%) 352 $5,428 $1,524 185 - - $2,691 $2,283 122 616 $1,545 $0.16 $0.15 141 7 - $1,672 $1,393 - (6,359) $7,752 $0.78 $0.00 1 The Company’s fourth quarter system sales are higher than other quarters due to the seasonality of the business (see “Seasonality of System Sales” above). 2 System sales of cafés”, “Same café sales growth” and “EBITDA” are not recognized performance measures under IFRS and, accordingly may not be comparable to similar computations as reported by other issuers. 3 Results for 2011 include deferred income tax (recovery) charge of ($6,756), $85, ($36) and ($236) in the first, second, third and fourth quarters respectively, as a result of the Conversion to a public corporation from an income trust structure. lIQUIDITY AND CAPITAl RESOURCES Second Cup collects royalties based on franchise partner system sales, franchise fees and other amounts from its franchise partners and also generates revenues from its Company-operated cafés. The performance of Second Cup franchise partners and Company-operated cafés could impact the ability of the Company to declare and pay dividends to its shareholders. For a more detailed discussion of the risks and uncertainties affecting the Company’s liquidity, see “Risks and Uncertainties” below. fourth quarter Cash Flows for the 13 Weeks Ended Cash flows from operating activities Cash flows (used in) investing activities Cash flows (used in) financing activities Increase (decrease) in cash during the period Dec. 29, 2012 $1,765 (221) (844) $700 Dec. 31, 2011 $3,574 (976) (1,513) $1,085 Cash generated by operating activities was $1,765 for the Quarter compared to $3,574 for the same quarter last year. The decrease is the result of increases in non-cash working capital including income taxes and a decrease in net income. During the Quarter, cash used in investing activities was $221 (2011 - $976). The Company purchased $387 (2011 - $966) of property and equipment and $24 (2011 - $63) of software primarily for POS. The Company received proceeds of $159 (2011 - $35) on the disposal of property and equipment. The Company received proceeds of $31 (2011 - $26) on the repayment of leases receivable and promissory notes. 29 MANAGEMENT’S DISCUSSION & ANALYSIS Financing activities resulted in cash usage of $844 (2011 - $1,513). During the Quarter, Second Cup paid a dividend totalling $842 (2011 - $1,485). The Company also paid $2 in financing charges related to the term loan. During 2011, the Company repaid $25 on a note payable to a previous landlord and made payments of $3. full year Working Capital as at Current assets Current liabilities Working capital (deficiency) Dec. 29, 2012 $9,593 10,649 ($1,056) Dec. 31, 2011 $11,225 12,025 ($800) The Company has a working capital deficiency of $1,056 as of December 29, 2012. Second Cup has a gift card program that allows customers to prepay for future purchases by reloading a dollar value onto their gift cards. Current liabilities includes $4,560 (2011 - $4,353) gift card liability. The gift cards do not have an expiration date. The Company will honour all Second Cup gift cards presented for payment but may recognize breakage based on historical redemption patterns. Gift card holders are not entitled to any interest, dividends or returns on prepaid amounts and the Company does not charge a service fee. The gift card program continues to provide a source of working capital. Cash Flows for the 52 Weeks Ended Cash flows from operating activities Cash flows (used in) investing activities Cash flows (used in) financing activities (Decrease) increase in cash during the year Dec. 29, 2012 $5,150 (1,367) (5,368) ($1,585) Dec. 31, 2011 $8,305 (2,925) (5,328) $52 Year to date, the Company generated cash from operations of $5,150 compared to $8,305 in 2011. The decrease is primarily the result of paying the 2011 income taxes of $1,548 and the 2012 income tax installments of $1,287. Year to date, cash used by investing activities was $1,367 (2011 - $2,925). Second Cup purchased $1,758 (2011 - $2,731) of property and equipment primarily to renovate two corporate cafés, construct a new corporate café, purchase three cafés from franchise partners, POS and head office computer upgrades. In addition, $180 (2011 - $312) of software was purchased primarily for POS. Second Cup received proceeds of $350 (2011 - $49) on the disposal of property and equipment primarily from the sale of three cafés. The Company received proceeds of $221 (2011 - $97) on the repayment of leases receivable and promissory notes. During 2011, the Company agreed to finance certain franchisees $50 to enable them to purchase certain equipment, furniture and fixtures, all of which are owned by the Company as the underlying security. During 2011, the Company invested $291 in assets held for sale, which were sold for proceeds of $313. Financing activities resulted in cash usage of $5,368 in 2012, compared to $5,328 in 2011. Second Cup paid dividends totalling $5,298 (2011 - $4,456) and the December 2010 distribution to unitholders of $759 in 2011. The Company repaid $18 (2011 - $101) on a note payable to a previous landlord and made payments of $2 (2011 - $12) on a long-term lease. Both the note payable and long-term lease have been fully repaid. The Company renegotiated its term loan and operating credit facilities and incurred $50 in financing charges related to the extension of the term loan to May 31, 2015 (see “Term Loan, Operating Credit Facility and Interest Rate Swap” below). The Company had cash and cash equivalents of $3,880 at December 29, 2012 (December 31, 2011 - $5,465). The Company continues to believe it has sufficient financial resources to pay future dividends and operating expenses when declared and due. The Second Cup Ltd. Annual Report 2012 Term Loan, Operating Credit Facility and Interest Rate Swap On June 12, 2012, the Company renegotiated its term loan and operating credit facilities including an extension of the maturity of the credit facilities, to May 31, 2015 and a decrease in interest rates. The revised credit facilities comprise an $11,000 non-revolving term credit facility, fully drawn, and an undrawn $2,000 revolving credit facility. As a result of the refinancing, the Company capitalized loan extension fees of $50. The term credit facilities are collateralized by substantially all the assets of the Company. The $11,000 non-revolving term credit facility bears interest at the bankers’ acceptance rate plus 2.75% (December 31, 2011 - 3.50%). As at December 29, 2012, the full amount of the $11,000 non-revolving term credit facility was drawn. The $2,000 operating credit facility bears interest at the bankers’ acceptance rate plus 2.75% (December 31, 2011 - 3.50%). As at December 29, 2012, no advances had been drawn on this facility. The Company has an interest rate swap agreement with a notional value of $11,000 maturing on April 1, 2013, which fixes the interest rate on the Company’s non-revolving credit facility at 3.04% per annum plus the margin noted above, which results in a fixed effective interest rate of 5.79% (December 31, 2011 - 6.54%). As at December 29, 2012, the estimated fair value of this contract is a $96 liability to the Company (December 31, 2011 - $302) which is recorded as a liability on the Company’s Statements of Financial Position, and the fair value movement of the interest rate swap has been recorded as a non-cash credit to income on the Company’s Statements of Operations and Comprehensive Income (Loss). Pursuant to the terms of the Company’s operating loan and term loan, the Company is subject to certain financial and other customary covenants, including requirements to maintain a ratio of senior debt to EBITDA and to maintain a trailing four- quarter fixed charge coverage ratio. During the year ended December 29, 2012, the Company was in compliance with all financial and other covenants of the Company’s operating loan and term loan. In accordance with IFRS 7, Financial Instruments: Disclosures, the term loan is presented net of transaction costs. Transaction costs are amortized to the Statements of Operations and Comprehensive Income (Loss) using the effective interest method. OFF-BAlANCE SHEET ARRANgEMENTS Second Cup has lease commitments for Company-operated cafés and also acts as the head tenant on leases, which it, in turn, subleases to franchise partners. The Company’s lease commitments at December 29, 2012 are as follows: December 31, 2013 December 31, 2014 December 31, 2015 December 31, 2016 December 31, 2017 Thereafter $ Headlease commitments 19,246 18,346 16,710 14,676 12,667 35,706 $ 117,351 Sublease to franchisees $ 17,867 17,121 15,474 13,430 11,501 31,647 $ 107,040 Net $ 1,379 1,225 1,236 1,246 1,166 4,059 $ 10,311 The Company believes it has sufficient resources to meet the net commitment of $10,311. Total occupancy and lease costs expensed in the quarter are as follows: Company head office and franchise café locations Company-operated cafés 52 weeks ended December 29, 2012 1,614 $ 885 2,499 $ 52 weeks ended December 31, 2011 882 504 $ 1,386 $ 31 MANAGEMENT’S DISCUSSION & ANALYSIS Second Cup is involved in litigation and other claims arising in the normal course of business. Management must use its judgement to determine whether or not a claim has any merit, the amount of the claim and whether to record a provision, which is dependent on the potential success of the claim. Second Cup believes that it will not incur any significant loss or expense with such claims. However, there can be no assurance that unforeseen circumstances will not result in significant costs. The outcome of these actions is not determinable at this time and adjustments, if any, will be recorded in the period of settlement. The Coffee “C” contract is the world benchmark for Arabica coffee. The contract prices physical delivery of exchange grade green beans from one of 19 countries of origin in a licensed warehouse to one of several ports in the U.S. and Europe, with stated premiums / discounts for ports and growth. Second Cup sources high altitude Arabica coffee which tends to trade at a premium above the “C” coffee commodity price. Second Cup has a contract with a third party company to purchase and roast the coffee that is sold in all Second Cup cafés by franchise partners. In terms of this supply agreement, Second Cup has guaranteed a minimum volume of coffee purchases amounting to $4,421 (2011 - $9,462). The coffee purchase commitment represents purchase commitments made up to the end of December 2013. The coffee purchase commitment is comprised of three components: unapplied futures commitment contracts, fixed price physical contracts and flat price physical contracts. As at December 29, 2012 most of the unapplied futures commitments for 2013 had been contracted, however, only a portion of the physical contracts had been negotiated. As a result, the majority of the decrease in the total commitments was due to a planned delay in committing to certain fixed price physical contracts. Second Cup has entered into a marketing agreement with a third party through 2014 and has committed to spend $200 per year on advertising placed in various media offered by the third party over the term of the agreement. FUTURE ACCOUNTINg STANDARDS Financial Instruments – Recognition and Measurement IFRS 9, Financial Instruments (“IFRS 9”), was issued in November 2009 and addresses classification and measurement of financial assets. It replaces the multiple category and measurement models in International Accounting Standard 39, Financial Instruments: Recognition and Measurement (“IAS 39”) for debt instruments with a new mixed measurement model having only two categories: amortized cost and fair value through profit and loss. IFRS 9 also replaces the models for measuring equity instruments. Such instruments are either recognized at fair value through profit or loss or at fair value through other comprehensive income. Where equity instruments are measured at fair value through other comprehensive income, dividends are recognized in profit or loss to the extent that they do not clearly represent a return of investment; however, other gains and losses (including impairments) associated with such instruments remain in accumulated compre- hensive income indefinitely. Requirements for financial liabilities were added to IFRS 9 in October 2010 and they largely carried forward existing require- ments in IAS 39, except that fair value changes due to credit risk for liabilities designated at fair value through profit and loss are generally recorded in other comprehensive income. IFRS 13, Fair Value Measurement (“IFRS 13”), is a comprehensive standard for fair value measurement and disclosure for use across all IFRS. The new standard clarifies that fair value is the price that would be received to sell an asset, or paid to transfer a liability in an orderly transaction between market participants, at the measurement date. Under existing IFRS, guidance on measuring and disclosing fair value is dispersed among the specific standards requiring fair value measure- ments and does not always reflect a clear measurement basis or consistent disclosures. IFRS 9 and IFRS 13 are effective for annual periods beginning on or after January 1, 2015 and January 1, 2013, re- spectively, with earlier adoption permitted. The Company will adopt IFRS 13, effective January 1, 2013, but does not expect it to have a significant impact. The Company has not yet assessed the impact of IFRS 9 or determined whether it will early adopt the standard. The Second Cup Ltd. Annual Report 2012 MANAgEMENT OF CAPITAl The capital structure of the Company consists of $10,941 (2011 - $10,909) in long-term debt and $56,700 (2011 - $71,402) in shareholders’ equity, which comprises issued shares and accumulated earnings, less accumulated cash distributions. The Company’s objectives relating to the management of its capital structure are to: a) safeguard its ability to continue as a going concern; b) maintain financial flexibility in order to preserve its ability to meet financial obligations; c) maintain a capital structure that provides financing options to the Company when the need arises to access capital; d) ensure it has sufficient cash and cash equivalents to pay declared dividends to its shareholders; and e) deploy capital to provide an adequate return to its shareholders. The Company’s primary uses of capital are to finance increases in non-cash working capital and capital expenditures. The Company determines the appropriate level of long-term debt in the context of its cash flow and overall business risks. The Company has historically generated sufficient cash flows to pay quarterly dividends to its shareholders. In order to maintain or modify the capital structure, Second Cup may adjust the amount of dividends paid to its shareholders. The current level of capital is considered adequate in the context of current operations. Under the term loan and operating facility, the Company is required to comply with a number of covenants and restrictions, including the requirements to meet certain financial ratios. These financial ratios include a senior leverage ratio and a fixed charge coverage ratio. To date, the Company has complied with these ratios. There were no changes in the Company’s approach to capital management during the Quarter. OUTSTANDINg UNIT AND SHARE DATA Balance December 31, 2010 Conversion January 1, 2011 Reduction in stated capital January 1, 2011 Balance December 31, 2011 Income Fund Units $ 89,972 (89,972) - - # 9,903,045 (9,903,045) - - Share Capital $ - 89,972 (88,972) 1,000 # - 9,903,045 - 9,903,045 At the annual and special meeting of unitholders held on June 2, 2010, the unitholders approved the Conversion to be undertaken on January 1, 2011. Included as part of the Conversion was a reduction in the stated capital from $89,972 to $1,000, resulting in a reduction of the deficit by $27,575 and an increase in contributed surplus of $61,397. The Conversion and the associated reduction in share capital were approved by court orders dated June 11, 2010 and December 17, 2010. EVAlUATION OF DISClOSURE CONTROlS AND PROCEDURES Multilateral Instrument 52-109 (“MI 52-109”) requires the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) to make certain certifications related to the information contained in the Company’s annual filings. Specifically, the CEO and CFO must acknowledge that they are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting (“ICFR”) for the Company. The control framework used by the CEO and CFO to design the Company’s ICFR is Internal Control Over Financial Reporting – Guidance for Smaller Public Companies issued by COSO. In addition, in respect of: (a) Disclosure Controls and Procedures The CEO and CFO must certify that they have designed the disclosure controls and procedures, or caused them to be designed under their supervision, to provide reasonable assurance that material information relating to the Company is made known to them in a timely manner and that information required under securities legislation is recorded, processed, summarized and reported in a timely manner. 33 MANAGEMENT’S DISCUSSION & ANALYSIS As at December 29, 2012, the Company’s management, under the supervision of, and with the participation of, the CEO and CFO, evaluated the design of the disclosure controls and procedures. Based on this evaluation, the CEO and CFO have concluded that, as at December 29, 2012, the Company’s disclosure controls and procedures were appropriately designed. Consistent with the concept of reasonable assurance, the Company recognizes that the relative cost of maintaining these controls and procedures should not exceed their expected benefits. As such, the Company’s disclosure controls and procedures can only provide reasonable, and not absolute, assurance that the objectives of such controls and procedures are met. (b) Internal Controls Over Financial Reporting The CEO and CFO must certify that they have designed such internal controls over financial reporting, or caused them to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. As at December 29, 2012, the Company’s management, under the supervision of, and with the participation of, the CEO and CFO, evaluated the design of the controls over financial reporting. No material weaknesses in the design of these controls over financial reporting were identified. Based on this evaluation, the CEO and CFO have concluded that, as at December 29, 2012, the Company’s controls over financial reporting were appropriately designed and are operating effectively. Consistent with the concept of reasonable assurance, the Company recognizes that the relative cost of maintaining these controls should not exceed their expected benefits. As such, the Company’s internal controls over financial reporting can only provide reasonable, and not absolute, assurance that the objectives of such controls are met. During the 52 weeks ended December 29, 2012, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. CRITICAl ACCOUNTINg ESTIMATES The preparation of financial statements requires management to use judgement in applying its accounting policies and estimates and assumptions about the future. Estimates and other judgements are continuously evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The following discusses the most significant accounting judgements and estimates that the Company has made in the preparation of the financial statements: Impairment analysis Impairment analysis is an area involving management judgement requiring assessment as to whether the carrying value of assets is recoverable. Fair value less cost to sell is determined by estimating the net present value of future cash flows derived from such assets using cash flow projections, which have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions are required to be made in respect of highly uncertain matters including: a) Growth in total revenue b) Growth in cash flows, calculated as adjusted operating profit before depreciation and amortization, c) Long term growth rates d) Selection of discount rates to reflect the risks involved. Management has estimated cash flows based on market participant assumptions and expected future operations. The discount rate is based upon a weighted average cost of capital derived from the benchmark analysis from similar retail or franchise businesses in Canada and the United States. The Second Cup Ltd. Annual Report 2012 Changing the assumptions selected by management, in particular the discount rate and the growth rate assumptions used in the cash flow projections, could significantly affect the impairment evaluations and, hence, the results. The Company’s review includes the key assumptions related to sensitivity in the cash flow projections. Further details are provided in Note 13 to the financial statements. Recoverable amount and Cash Generating Units (CGUs) A CGU is defined as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. Goodwill is not amortized but tested for impairment at least once a year or more frequently when there is an indication that it may be impaired. An impairment test is performed at the level of each CGU within each operating segment. This allocation is reviewed if the Company changes the level at which it monitors goodwill or changes in operating segments. An impairment charge is recognized when the carrying value of the assets and liabilities of the franchise business CGU is higher than its recoverable amount. The recoverable amount of the franchise business CGU was estimated based on fair value less costs to sell. Fair value less costs to sell is the best estimate of the amount obtainable from the sale of a CGU in an arm’s length transaction between knowledgeable, willing parties, less costs to sell. This estimate is determined on December 29, 2012. The Company determined goodwill and trademarks were impaired and recognized an impairment charge of $2,444 and $12,850 respectively. The Company also determined the valuation of two corporate cafés indicated impairment and recognized an impairment charge of $362 mainly related to leaseholds. Deferred income taxes The timing of reversal of timing differences and the expected income allocation to various tax jurisdictions within Canada affect the effective income tax rate used to compute the deferred income tax asset. Management estimates the reversals and income allocation based on historical and budgeted operating results and income tax laws existing at the Statements of Financial Position date. In addition, management occasionally estimates the current or future deduct- ibility of certain expenditures, affecting current or deferred income tax balances and expenses. Fair value of derivative Second Cup’s over-the-counter derivative consists of an interest rate swap used to economically hedge exposure to variable cash flows associated with interest payments on the Company’s borrowings. Management estimates the fair value of this derivative as the present value of expected future cash flows to be received or paid, based on available market data, which includes market yields and counterparty credit spreads. Estimated useful lives Management estimates the useful lives of property and equipment based on the period during which the assets are expected to be available-for-use. The amounts and timing of recorded expenses for amortization of property and equipment for any period are affected by these estimated useful lives. The estimates are reviewed at least annually and are updated if expectations change as a result of physical wear and tear, technical or commercial obsolescence and legal or other limits to use. It is possible that changes in these factors may cause significant changes in the estimated useful lives of the Company’s property and equipment in the future. Provisions Second Cup has lease commitments since it acts as the head tenant on café leases. In cases where the lease contract specifies a termination fee due to the landlord or a fee is negotiated with the landlord upon termination, the Company records the expense at the time written notice is given or agreed to by the landlord. When ceasing operations under operating leases where the landlord does not allow the Company to prematurely exit the lease, but allows for subleasing, the Company estimates the fair value of sublease income in calculating the provision to the end of the lease term. 35 MANAGEMENT’S DISCUSSION & ANALYSIS RISKS AND UNCERTAINTIES The performance of Second Cup is primarily dependent on its ability to maintain and increase the sales of existing cafés, add new profitable cafés to the network and redevelop and modernize cafés as their leases come due. System sales of the Second Cup café network are affected by various external factors that can affect the specialty coffee industry as a whole. Potential risks include the following: The specialty coffee industry is characterized by intense competition with respect to price, location, coffee and food quality and numerous factors affecting discretionary consumer spending. Competitors include national and regional chains, all restaurants and food service outlets that serve coffee and supermarkets that compete in the whole bean segment. If Second Cup cafés are unable to successfully compete in the Canadian specialty coffee industry, system sales may be adversely affected, which, in turn, may adversely affect the ability of Second Cup to pay dividends. Growth of the café network depends on Second Cup’s ability to secure and build desirable locations and find high calibre qualified franchise partners to operate them. Adverse credit markets, such as those currently being experienced, may affect the ability of franchise partners to obtain new credit or refinance existing credit on economically reasonable terms. Second Cup faces competition for café locations and franchise partners from its competitors and from franchisors and operators of other businesses. The success of Second Cup franchise partners is significantly influenced by the location of their cafés. There can be no assurance that current Second Cup café locations will continue to be attractive, or that additional café sites can be located and secured as demographic patterns change. Also, there is no guarantee that the property leases in respect of the Second Cup cafés will be renewed or suitable alternative locations will be obtained and, in such event, one or several cafés could be closed. It is possible that the current locations or economic conditions where Second Cup cafés are located could decline in the future, resulting in potentially reduced sales in those locations, which will have an adverse effect on System Sales. There is no assurance that future sites will produce the same results as past sites. There is also no assurance that a franchise partner will continue to pay its rental obligations in a timely manner, which could result in Second Cup being obligated to pay the rental obligations pursuant to its head lease commitment, which would adversely affect the profitability of Second Cup’s business. A shortage in supply or an increase in the price of premium quality coffee beans could adversely affect Second Cup. Second Cup has no material long-term contracts with coffee bean suppliers and relies on historical relationships to ensure availability. While there are a number of coffee bean suppliers, there can be no assurance that coffee bean suppliers that have relationships with Second Cup will continue to supply coffee beans at competitive prices. The Canadian specialty coffee industry is also affected by changes in discretionary spending patterns, which are in turn dependent on consumer confidence, disposable consumer income and general economic conditions. Factors such as a change in general economic conditions, recessionary or inflationary trends, job security and unemployment, equity market levels, consumer credit availability and overall consumer confidence levels may affect their business. The specialty coffee industry is also affected by demographic trends and traffic and weather patterns as well as the type, number and location of competing cafés. Second Cup relies heavily on information technology network infrastructure. The Company’s ability to manage operations effectively and efficiently depends on the reliability and capacity of these technology systems, most of which are administered by third party suppliers. The Company relies on POS for system sales for both marketing trends and royalty calculations through the IT network infrastructure. Cafés rely on IT network infrastructure to order goods and process credit, debit and café card transactions. Head Office financial and administrative functions rely on IT infrastructure for accurate and reliable information. The failure of these systems to operate effectively, problems with upgrading or replacing systems could cause a material negative financial result. The Company is continually reviewing its systems and procedures to minimize risk. Second Cup’s business could be adversely affected by increased concerns about food safety in general or other unusual events. As a Franchisor, Second Cup guarantees the lease of its franchise partners for most of its franchised cafés. The Second Cup Ltd. Annual Report 2012 Changes in government regulations and other regulatory developments (such as smoking by-laws) could have an adverse impact on system sales and royalties. The loss of key personnel and/or a shortage of experienced management and hourly employees could have an adverse impact on Second Cup’s operations and cafés. A more detailed discussion of the risks and uncertainties affecting Second Cup is set out in the Second Cup’s Annual Information Form, which is available at www.sedar.com. OUTlOOK The information contained in this “Outlook” is forward-looking information. Please see “Forward-looking Information” below for a discussion of the risks and uncertainties in connection with forward-looking information. The Second Cup business continues to operate in an increasingly competitive marketplace and a challenging consumer environment. For 2013, management will continue to re-invest in the business, specifically a loyalty and communications capability, a coffee revitalization plan, and a newly designed café. These initiatives will be in test in 2013 with expected roll-outs towards the end of the year. In addition, Second Cup will leverage new and growing commercial opportunities, including the expansion and support of the newly introduced Second Cup signature coffees and lattes using the TASSIMO T-Disc on demand beverage system and expects to increase its product licencing revenue as a result. Second Cup will continue to improve the café network with the opening of cafés while closing below average performing cafés. FORWARD-lOOKINg INFORMATION Certain statements in this MD&A may constitute forward looking information within the meaning of applicable securities legislation. Forward looking information can be identified by words such as “may”, “will”, “should”, “expect”, “anticipate”, “believe”, “plan”, “intend” and other similar words. Forward-looking information reflects current expectations regarding future events and operating performance and speaks only as of the date of this MD&A. It should not be read as a guarantee of future performance or results and will not necessarily be an accurate indication of whether or not those results will be achieved. Forward looking information is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors, many of which are beyond Second Cup’s control that may cause Second Cup’s actual results, performance or achievements, or those of Second Cup cafés, or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The following are some of the factors that could cause actual results to differ materially from those expressed in the underlying forward looking information: competition; availability of premium quality coffee beans; the ability to attract qualified franchise partners; the location of Second Cup cafés; the closure of Second Cup cafés; loss of key personnel; compliance with government regulations; potential litigation; the ability to exploit and protect the Second Cup Marks; changing consumer preferences and discretionary spending patterns including, but not restricted to, the impact of weather and economic conditions on such patterns; reporting of system sales by franchise partners; and the results of operations and financial condition of Second Cup. The foregoing list of factors is not exhaustive, and investors should refer to the risks described under “Risks and Uncertainties” above and in Second Cup’s Annual Information Form, which is available at www.sedar.com. Although the forward looking information contained in this MD&A is based on what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with this forward looking information and, as a result, the forward-looking information may prove to be incorrect. As these forward looking statements are made as of the date of this MD&A, Second Cup does not undertake to update any such forward-looking information, whether as a result of new information, future events or otherwise. Additional information about these assumptions and risks and uncertainties is contained in the Company’s filings with securities regulators. These filings are also available on the Company’s website at www.secondcup.com. 37 The Second Cup Ltd. AudIted FInAncIAl stAteMents For the 52 week periods ended December 29, 2012 and December 31, 2011 39 PricewaterhouseCoopersLLPPwCTower,18YorkStreet,Suite2600,Toronto,Ontario,CanadaM5J0B2T:+14168631133,F:+14163658215,www.pwc.com/ca“PwC”referstoPricewaterhouseCoopersLLP,anOntariolimitedliabilitypartnership.TotheShareholdersofMarch5,2013IndependentAuditor’sReportTheSecondCupLtd.WehaveauditedtheaccompanyingfinancialstatementsofTheSecondCupLtd.,whichcomprisethestatementsoffinancialpositionasatDecember29,2012andDecember31,2011andthestatementsofoperationsandcomprehensiveincome(loss),statementsofchangesinequityandstatementsofcashflowsforthetwofifty-twoweekperiodsthenended,andtherelatednotes,whichcompriseasummaryofsignificantaccountingpoliciesandotherexplanatoryinformation.Management’sresponsibilityforthefinancialstatementsManagementisresponsibleforthepreparationandfairpresentationofthesefinancialstatementsinaccordancewithInternationalFinancialReportingStandards,andforsuchinternalcontrolasmanagementdeterminesisnecessarytoenablethepreparationoffinancialstatementsthatarefreefrommaterialmisstatement,whetherduetofraudorerror.Auditor’sresponsibilityOurresponsibilityistoexpressanopiniononthesefinancialstatementsbasedonouraudits.WeconductedourauditsinaccordancewithCanadiangenerallyacceptedauditingstandards.Thosestandardsrequirethatwecomplywithethicalrequirementsandplanandperformtheaudittoobtainreasonableassuranceaboutwhetherthefinancialstatementsarefreefrommaterialmisstatement.Anauditinvolvesperformingprocedurestoobtainauditevidenceabouttheamountsanddisclosuresinthefinancialstatements.Theproceduresselecteddependontheauditor’sjudgment,includingtheassessmentoftherisksofmaterialmisstatementofthefinancialstatements,whetherduetofraudorerror.Inmakingthoseriskassessments,theauditorconsidersinternalcontrolrelevanttotheentity’spreparationandfairpresentationofthefinancialstatementsinordertodesignauditproceduresthatareappropriateinthecircumstances,butnotforthepurposeofexpressinganopinionontheeffectivenessoftheentity’sinternalcontrol.Anauditalsoincludesevaluatingtheappropriatenessofaccountingpoliciesusedandthereasonablenessofaccountingestimatesmadebymanagement,aswellasevaluatingtheoverallpresentationofthefinancialstatements.Webelievethattheauditevidencewehaveobtainedinourauditsissufficientandappropriatetoprovideabasisforourauditopinion.OpinionInouropinion,thefinancialstatementspresentfairly,inallmaterialrespects,thefinancialpositionofTheSecondCupLtd.asatDecember29,2012andDecember31,2011anditsfinancialperformanceanditscashflowsforthefifty-twoweekperiodsthenendedinaccordancewithInternationalFinancialReportingStandards.CharteredAccountants,LicensedPublicAccountantsThe Second Cup Ltd. Annual Report 2012 The Second Cup Ltd. stAteMents oF FInAncIAl posItIon As at December 29, 2012 and December 31, 2011 (Expressed in thousands of Canadian dollars) ASSETS Current assets Cash and cash equivalents (note 6) Trade and other receivables (note 7) Current portion of notes and leases receivable (note 9) Inventories (note 8) Prepaid expenses and other assets Non-current assets Notes and leases receivable (note 9) Property and equipment (note 10) Goodwill (note 11) Intangible assets (note 12) Total assets lIABIlITIES Current liabilities Accounts payable and accrued liabilities (notes 14 and 27) Current portion of other long-term liabilities (note 19) Provisions (note 15) Income tax payable Gift card liability Deposits from franchise partners Non-current liabilities Deferred income taxes (note 17) Other long-term liabilities (note 19) Provisions (note 15) Fair value of derivative interest rate swap (note 18) Term loan (note 18) Total liabilities Shareholders’ equity (note 1) Total liabilities and shareholders’ equity Contingencies, commitments and guarantees (note 20) and subsequent event (note 29) See accompanying notes to financial statements. Approved by the Directors February 28, 2013 Michael Rosicki, Director James Anas, Director december 29, 2012 december 31, 2011 $ 3,880 4,616 265 137 695 9,593 741 3,544 - 74,802 $ 5,465 5,338 149 79 194 11, 225 469 3,478 2,444 87,938 $ 88,680 $ 105,554 $ 3,313 189 365 318 4,560 1,904 10,649 9,190 421 683 96 10,941 $ 4,093 166 447 1,509 4,353 1,457 12,025 10,183 392 341 302 10,909 31,980 34,152 56,700 71,402 $ 88,680 $ 105,554 41 The Second Cup Ltd. stAteMents oF operAtIons And coMprehensIVe IncoMe (loss) For the years ended December 29, 2012 and December 31, 2011 (Expressed in thousands of Canadian dollars, except per share amounts) Revenue Royalty Sale of goods Services Cost of goods sold Gross profit Operating expenses (note 22) Impairment of goodwill and trademarks (note 13) Operating (loss) income Interest income Interest expense (note 18) Net interest expense (Loss) income before income taxes Income taxes (recovery) (note 16) Current Deferred Net (loss) income for the year Other comprehensive income Comprehensive (loss) income 2012 2011 $ 14,927 4,698 6,721 26,346 $ 15,631 3,006 6,364 25,001 3,523 2,223 22,823 22,778 15,779 15,294 31,073 13,176 - 13,176 (8,250) 9,602 (61) 564 503 (67) 782 715 (8,753) 8,887 1,644 (993) 651 1,527 (5,941) (4,414) (9,404) 13,301 - - $ (9,404) $ 13,301 Basic and diluted (loss) earnings per share (note 21) $ (0.95) $ 1.34 See accompanying notes to financial statements. The Second Cup Ltd. Annual Report 2012 The Second Cup Ltd. stAteMents oF chAnGes In shAreholders’ eQuItY (Expressed in thousands of Canadian dollars) Share capital (*see below) contributed Surplus (deficit) retained earnings total Balance - December 31, 2010 $ 89,972 $ 160 $ (27,575) $ 62,557 Reduction in share capital (88,972) 61,397 27,575 - Net income for the year Dividends to shareholders - - - - 13,301 13,301 (4,456) (4,456) Balance - December 31, 2011 $ 1,000 $ 61,557 $ 8,845 $ 71,402 Net loss for the year Dividends to shareholders - - - - (9,404) (5,298) (9,404) (5,298) Balance - December 29, 2012 $ 1,000 $ 61,557 $ (5,857) $ 56,700 * Prior to the conversion from an income trust structure to a public corporation (“Conversion”) Share Capital was referred to as Income Fund Units (notes 1 and 5) See accompanying notes to financial statements. 43 The Second Cup Ltd. stAteMents oF cAsh FloWs For the years ended December 29, 2012 and December 31, 2011 (Expressed in thousands of Canadian dollars) CASH PROVIDED BY (USED IN) Operating Activities Net (loss) income for the year Items not involving cash Amortization of deferred financing charges (note 3(m)) Amortization of intangible assets (note 3(i)) Amortization of leasehold inducements (note 3(l)) Amortization of property and equipment (note 3(g)) Amortization of provisions (note 3(k)) Deferred income taxes Impairment of property and equipment Impairment of goodwill Impairment of trademarks Loss on disposal of property and equipment Movement in fair value of derivative interest rate swap Income taxes Leasehold inducement Changes in non-cash working capital (note 24) Investing activities Investment in notes and leases receivable Proceeds from disposal of assets held for sale Proceeds from disposal of property and equipment Proceeds from repayment of leases receivable Proceeds from repayment of notes receivable Purchase of assets held for sale Purchase of property and equipment Purchase of software Financing activities Deferred financing charges Distributions paid to unitholders Dividends paid to shareholders Payments on long-term lease Repayment of note payable (Decrease) increase in cash and cash equivalents during the year 2012 2011 $ (9,404) $ 13,301 82 451 (35) 716 (89) (993) 362 2,444 12,850 70 (206) (1,191) 61 32 5,150 - - 350 36 185 - (1,758) (180) (1,367) (50) - (5,298) (2) (18) (5,368) (1,585) 72 392 (3) 440 (112) (5,941) 130 - - 36 (29) 1,584 406 (1,971) 8,305 (50) 313 49 6 91 (291) (2,731) (312) (2,925) - (759) (4,456) (12) (101) (5,328) 52 Cash and cash equivalents - Beginning of year 5,465 5,413 Cash and cash equivalents - End of year $ 3,880 $ 5,465 See accompanying notes to financial statements. The Second Cup Ltd. Annual Report 2012 The Second Cup Ltd. notes to the FInAncIAl stAteMents For the years ended December 29, 2012 and December 31, 2011 (Expressed in thousands of Canadian dollars, except per share amounts) 1. ORgANIzATION AND NATURE OF BUSINESS The Second Cup Ltd. (“Second Cup” or “the Company”) is Canada’s largest specialty coffee café franchisor (as measured by the number of cafés) with 360 cafés operating under the trade name Second Cup™ in Canada, of which ten are Company operated and the balance are operated by franchise partners who are selected and trained to retail Second Cup’s product offering. Second Cup owns the trademarks, trade names, operating procedures and systems and other intellectual property used in connection with the operation of Second Cup cafés only in Canada, excluding the Territory of Nunavut. Second Cup is incorporated and domiciled in Canada. The address of its registered office is 6303 Airport Road, 2nd Floor, Mississauga, Ontario, L4V 1R8. The Company’s website is www.secondcup.com. Second Cup’s fiscal year follows the method implemented by many retail entities, such that each quarter will consist of 13 weeks and will end on the Saturday closest to the calendar quarter end. The fiscal year is made up of 52 or 53 week periods ending on the last Saturday of December. Prior to January 1, 2011, Second Cup Income Fund (the “Fund”) was an unincorporated open-ended trust established under the laws of the Province of Ontario. An unlimited number of units could have been issued pursuant to the Fund’s declaration of trust. Units were redeemable by the holder at any time, subject to certain limitations. The common shares of the Company are listed on the Toronto Stock Exchange under the symbol “SCU”. Conversion of the Fund At the annual and special meeting of unitholders held on June 2, 2010, unitholders of the Fund approved the conversion from an income trust structure to a public corporation (“Conversion”). The Conversion was completed on January 1, 2011. Under the plan of arrangement, unitholders of the Fund received, for each unit of the Fund held, one common share of Second Cup. As a result of this Conversion, the Fund was dissolved with its assets and liabilities assumed by Second Cup. The common shares of Second Cup commenced trading on the Toronto Stock Exchange on January 4, 2011 under the symbol “SCU.” The exchange of the units of the Fund into shares of the Company was recorded at the carrying values of the Fund’s assets and liabilities on January 1, 2011 in accordance with the continuity of interest method of accounting, as the Company is considered to be a continuation of the Fund. As a result of the Conversion, unitholders’ capital of $89,972 was reclassified to share capital. Included as part of the Conversion was a reduction in the stated capital from $89,972 to $1,000, resulting in a reduction of the deficit by $25,575 and an increase in contributed surplus of $61,397. The Conversion and the associated reduction in share capital were approved by court orders dated June 11, 2010 and December 17, 2010. 2. BASIS OF PREPARATION The financial statements of Second Cup have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and International Financial Reporting Interpretation Committee (“IFRIC”) interpretations. The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. 45 NOTES TO ThE fINANCIAL STATEMENTS The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4. The accounting policies applied in the financial statements are based on IFRS effective for the fiscal year ended December 29, 2012, as issued and outstanding as of February 28, 2013, the date the Board of Directors approved the financial statements. 3. SUMMARY OF SIgNIFICANT ACCOUNTINg POlICIES (a) Basis of measurement The financial statements have been prepared under the historical cost convention, except for certain financial instruments that are measured at fair values, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets. (b) Segmented information Second Cup operates within Canada, which is considered to be its sole operating segment. As a franchisor, Second Cup opens, acquires, closes and refranchises individual café locations in the normal course of business. (c) Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held with banks and other short-term highly liquid investments with original maturities of three months or less. (d) Financial instruments Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial assets and liabilities are offset and the net amount reported in the Statements of Financial Position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously. At initial recognition, the Company classifies its financial instruments in the following categories depending on the purpose for which the instruments were acquired: (i) Financial assets and liabilities at fair value through profit or loss (“FVTPL”): A financial asset or liability is classified in this category if acquired principally for the purpose of selling or repurchasing in the short-term. Derivatives are also included in this category unless they are designated as hedges. The only instruments held by the Company classified in this category are interest rate swaps (see (v) below). The Company fair values the swap at the end of each quarter with the change in fair value accounted through profit or loss. Financial instruments in this category are recognized initially and subsequently at fair value. Transaction costs are expensed in the Statements of Operations and Comprehensive Income (Loss). Gains and losses arising from changes in fair value are presented in the Statements of Operations and Comprehensive Income (Loss) within other gains and losses in the year in which they arise. Financial assets and liabilities at FVTPL are classified as current, except for the portion expected to be realized or paid beyond 12 months of the Statements of Financial Position dates, which is classified as non-current. (ii) Loans and receivables: Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The Company’s loans and receivables comprise trade receivables, notes receivable and cash and cash equivalents, and are included in current assets due to their short-term nature, except for the portion expected to be realized beyond 12 months of the Statements of Financial Position dates. Loans and receivables are initially recognized at the amount expected to be received, less, when material, a discount to reduce the loans and receivables to fair value. Subsequently, loans and receivables are measured at amortized cost using the effective interest method less a provision for impairment, if necessary. (iii) Leases: The Company has entered into lease agreements with some franchise partners relating to point of sale systems (“POS”). The lease term is for the major part of the economic life of the POS although the Company does not transfer title. The Company recognizes leases as finance type leases and records a lease receivable at an amount equal to the net investment in the lease. The Company’s leases receivable are included in current assets due to their short-term nature, except for the portion expected to be realized beyond 12 months of the Statements of Financial Position dates. The Second Cup Ltd. Annual Report 2012 Leases receivable are initially recognized at the amount expected to be received, less, when material, a discount to reduce the leases receivable to fair value. Subsequently, leases receivable are measured at amortized cost using the effective interest method less a provision for impairment. (iv) Financial liabilities at amortized cost: Financial liabilities at amortized cost include trade payables, deposits from franchise partners, gift card liability, bank debt and long-term debt. Trade payables are initially recognized at the amount required to be paid less, when material, a discount to reduce the payables to fair value. Subsequently, trade payables are measured at amortized cost using the effective interest method. The sale process of a new café requires a deposit from a franchise partner at the outset, including an amount for franchise fees, which is recognized as revenue when the café opens. Deposits from franchise partners are applied against the cost of constructing a new café or the renovation of an existing café. Gift card liability represents liabilities related to unused balances on Second Cup’s reloadable payment card (“Second Cup Café Card”) net of estimated breakage. These balances are included as sales from franchised cafés, or as revenue of Company operated cafés at the time the customer redeems the amount in a café for products or services. Breakage represents management’s estimate of balances outstanding relating to gift cards that may never be redeemed. Bank debt and long-term debt are recognized initially at fair value, net of any transaction costs incurred and, subsequently, at amortized cost using the effective interest method. Financial liabilities are classified as current liabilities if payment is due within 12 months. Otherwise, they are presented as non-current liabilities. (v) Derivative financial instruments: The Company uses derivatives in the form of interest rate swaps to manage risks related to its variable rate debt. All derivatives have been classified as FVTPL, are included on the Statements of Financial Position within other liabilities and are classified as current or non-current based on the contractual terms specific to the instrument. Gains and losses on remeasurement are included in interest income (expense). (vi) Classification as debt or equity: Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. (e) Impairment of financial assets At each reporting date, the Company assesses whether there is objective evidence that a financial asset is impaired. The criteria used to determine if objective evidence of an impairment loss include: a) significant financial difficulty of the borrower/lessee; b) delinquencies in interest or principal payments; and c) it becomes probable that the borrower/lessee will enter bankruptcy or other financial reorganization. If such evidence exists, the Company recognizes an impairment loss, as follows: (i) Financial assets carried at amortized cost: The loss is the difference between the amortized cost of the loan or receivable and the present value of the estimated future cash flows, discounted using the instrument’s effective interest rate. The carrying value of the asset is reduced by this amount either directly or indirectly through the use of an allowance account. Notes receivable and leases receivable are assessed for impairment quarterly on an individual basis based on the ability of the debtor/lessee to make the required payments and the value of the security. When there is no longer reasonable assurance that a note receivable or lease receivable will be collected, its carrying value is reduced and an impairment charge is recorded in the year. Impairment losses on financial assets carried at amortized cost are reversed in subsequent years if the amount of the loss decreases and the decrease can be related objectively to an event’s occurring after the impairment was recognized. Impairment losses on available-for-sale equity instruments are not reversed. 47 NOTES TO ThE fINANCIAL STATEMENTS (f) Inventories Inventories are stated at the lower of cost and net realizable value, with cost being determined on a first-in, first-out (“FIFO”) method. Net realizable value is the estimated selling price less applicable selling expenses. If carrying value exceeds net realizable amount, a writedown is recognized. The writedown may be reversed in a subsequent year if the circumstances that caused it no longer exist. (g) Property and equipment Property and equipment are stated at cost less accumulated amortization net of any impairment losses. Cost includes ex- penditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying value or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. The carrying value of a replaced asset is derec- ognized when replaced. Repairs and maintenance costs are charged to the Statements of Operations and Comprehensive Income (Loss) during the year in which they are incurred. Amortization is calculated using the straight-line basis at the following rates, which are based on the expected useful lives of the asset: Leasehold improvements Equipment, furniture, fixtures and other Computer hardware lesser of 10 years and the remaining term of the lease 3 to 7 years 3 years Property and equipment are reviewed for impairment annually or at any time if an indicator of impairment exists (refer to note 3(j)). (h) Goodwill Goodwill represents the excess of the cost of acquisition over the fair values of assets, liabilities and contingent liabilities acquired. Goodwill is carried at cost less accumulated impairment losses. Goodwill is reviewed for impairment annually or at any time if an indicator of impairment exists (refer to note 3(j)). (i) Intangible assets Intangible assets consist of trademarks, franchise rights and software, which are amortized or assessed for impairment (refer to note 3(j)) as follows: (i) Trademarks Trademarks consist of trade names, operating procedures and systems and other intellectual property used in connection with the operation of the Second Cup cafés in Canada and are recorded at the historical cost less impairment writedowns. The trademark is an indefinite life intangible asset that is tested annually for impairment. Management believes the trademarks related to Second Cup are very well established in the marketplace and will continue to provide benefits indefinitely into the future. (ii) Franchise rights As a result of the acquisition of Second Cup in 2009, franchise rights were recognized as an intangible asset. The franchise rights intangible asset is based on the net present value of the discounted future net cash flows expected from the existing franchise partners of Second Cup as at the date of acquisition, including royalties and franchise fees. (iii) Software Purchased software costs are recorded at cost and are amortized commencing when the asset is available for use. Amortization is calculated using the straight-line basis at the following rates, which are based on the expected useful lives of the assets: Franchise rights Software average remaining term of the existing franchise agreement 3 to 7 years The Second Cup Ltd. Annual Report 2012 (j) Impairment of non-financial assets Property and equipment and intangible assets are tested for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Long-lived assets that are not amortized are subject to an annual impairment test or any time an impairment indicator exists. For the purpose of measuring recoverable amounts, assets are grouped at the lowest levels for which there are separately identi- fiable cash inflows (cash generating units or “CGUs”). The recoverable amount of each particular CGU is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of the impairment test, the Company estimates the fair value less costs to sell of the individual cash generating units. The impairment analysis involves comparing the carrying value of the CGUs with their estimated recoverable amounts based on fair value less costs to sell values. Management considers a number of factors in estimating the recoverable value of each CGU. These factors are included in the discounted cash flow estimates. Each of these valuation methods use estimates and assumptions that are sensitive to change and require judgement. These key judgements include estimates of discount rates, forecast growth in system sales and other estimates impacting future cash flows. Changes in these estimates and assumptions may have a significant impact on recoverable amounts. Costs to sell are estimated based on the most recent transactions in the retail and franchise business. An impairment loss is recognized for the amount by which the asset’s carrying value exceeds its recoverable amount. Impairment losses for CGUs reduce first the carrying value of any goodwill allocated to that CGU. Any remaining impairment loss is charged pro rata to the other intangible assets in the CGU. The Company evaluates impairment losses, other than goodwill impairment, for potential reversals when events or circum- stances warrant such consideration. (k) Provisions Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount can be reliably estimated. Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period and are discounted to present value where the effect is material. The Company performs evaluations to identify onerous contracts and, where applicable, records provisions for such contracts. (i) Headlease liabilities On June 27, 2009, Second Cup Trade-Marks Limited Partnership, on behalf of the Fund, completed the acquisition of all of the outstanding shares of Second Cup. Headlease liabilities represent the provision for lease guarantees provided by Second Cup for franchised operations at the date of acquisition, June 27, 2009. The liability was recorded at estimated fair value based on the net present value of the future estimated negative cash flows when Second Cup is required to cover rental arrears of its franchise partners, to terminate unfavourable leases or to cover shortfalls if a location is sublet to a third party. This liability is amortized over the average remaining length of these existing lease agreements. (ii) Café lease agreements The Company café lease liability is based on the net present value of the difference between the market related rental rates and the contract lease rates paid by Second Cup from the date of the acquisition until the end of each respective lease agreement. The café lease agreement liability is amortized over the average remaining length of these Company café leases. (l) Other long-term liabilities (i) Deferred revenue The Company has entered into several supply agreement contracts and receives an allowance from the supplier in consid- eration for achieving certain volume commitments over the term of the supply agreement. Deferred revenue is amortized over the term of the supply agreement based on the proportion of volume commitments met during the fiscal year. In addition, the Company defers construction administration fees received at the commencement of a new franchise term until the café renovation is completed. 49 NOTES TO ThE fINANCIAL STATEMENTS (ii) Leasehold inducement Leasehold inducements are amortized to rent expense on a straight-line basis over the term of the lease. (m) Deferred financing charges Deferred financing charges represent costs associated with the Company’s term loan, and are offset against the term loan and expensed to the Statements of Operations and Comprehensive Income (Loss) using the effective interest rate method. (n) Income taxes Income tax comprises current and deferred income taxes. Income taxes are recognized in the Statements of Operations and Comprehensive Income (Loss) except to the extent that it relates to items recognized directly in equity, in which case the income tax is also recognized directly in equity. Current income taxes are the expected taxes payable on the taxable income for the year, using tax rates enacted, or sub- stantively enacted, at the end of the reporting period, and any adjustment to tax payable in respect of previous years. Deferred income taxes are recognized in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying values in the financial statements. Deferred income taxes are determined on a non-discounted basis using tax rates and laws that have been enacted or substantively enacted at the Statements of Financial Position dates and are expected to apply when the deferred income tax asset or liability is settled. Deferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilized. Deferred income tax assets and liabilities are presented as non-current. Prior to its Conversion in 2011, the Fund was an unincorporated open-ended trust and was not subject to income taxes to the extent that its taxable income was distributed to unitholders. As a result of new tax legislation substantively enacted on June 12, 2007, the Fund would have paid a tax on distributions declared subsequent to January 1, 2011. As a result of this legislation, the Fund had provided for the future income tax effect of existing temporary differences between the accounting and tax bases of assets and liabilities that were expected to reverse subsequent to January 1, 2011. On January 1, 2011, the Fund completed its conversion to a corporation. Second Cup is now subject to corporate income tax. (o) Advertising and co-operative fund assets and liabilities Second Cup manages an advertising and co-operative fund (the “Co-op Fund”) established to collect and administer funds contributed for use in advertising and promotional programs, national training programs and, among other things, initiatives designed to increase sales and enhance the reputation of the Second Cup brand. Contributions to the Co-op Fund are required to be made from both franchised and Company-owned and operated cafés and are based on a percentage of café sales. The revenue, expenses and cash flows of the Co-op Fund are not included in the Company’s Statements of Operations and Comprehensive Income (Loss) and Cash Flows because the contributions to this fund are segregated and designated for a specific purpose. The assets and liabilities of the Co-op Fund are included in the assets and liabilities of the Company. (p) Gift card liability Second Cup has a gift card program that allows customers to prepay for future purchases by reloading a dollar value onto their gift cards through cash or credit/debit card in the cafés or online through credit cards, when and as needed. The purpose of the gift card program is to expand the Second Cup brand through increased exposure as well as to increase sales. Gift card liability represents liabilities related to unused balances on the Second Cup Café Card net of estimated breakage. These balances are included as sales from franchised cafés, or as revenue of Company operated cafés, at the time the customer redeems the amount in a café for products or services. Breakage represents manage- ment’s estimates of balances outstanding relating to gift cards that may never be redeemed. This breakage factor is estimated based on historical redemption patterns and is reviewed quarterly by management. Breakage income is recognized by the Co-op Fund. The Second Cup Ltd. Annual Report 2012 (q) Revenue recognition Revenue is recognized when it is probable the economic benefits will flow to the Company and delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. Revenue is measured at the fair value of the con- sideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. Royalty revenue from franchised cafés is recognized as the products are sold as reported by the franchise partner. Revenue from the sale of goods from Company operated cafés, from the sale of products through wholesale and e-commerce channels are recognized as the products are sold to customers. Services revenue includes initial franchise fees, renewal fees, transfer fees earned on the sale of cafés from one franchise partner to another, construction administration fees, product licencing revenue, purchasing coordination fees and other ancillary fees (IT support and training fees). Initial franchise fees are recognized as income when the café commences operations, renewal fees are recognized at the commencement of a new franchise term, café resale fees are recognized when title transfers on the sale of a café between franchise partners and construction administration fees are recognized on the completion of a café renovation and re-opening. All fees are recognized as revenue after the franchise agreement has been signed and the Company has performed substantially all services and met all material conditions required by the franchise agreement. For Second Cup branded products sold by third parties, product licencing revenue is recognized when goods are shipped from the distributor. Purchasing coordination fees are derived from purchases made by franchise partners from approved suppliers and are recognized as the services are rendered or goods delivered and all significant conditions have been met. (r) Cost of goods sold Cost of goods sold represents the product cost of goods sold in corporate cafés and through retail and wholesale channels plus the cost of direct labour to prepare and deliver the goods to the customers in the cafés. (s) Operating leases Operating lease payments are recognized as rent expense on a straight-line basis over the lease term. Leasehold inducements are amortized to rent expense on a straight-line basis over the lease term. For the purposes of determining the lease term, the Company considers option periods for which failure to renew the lease impose an economic penalty on the Company of such an amount that the renewal appears to be reasonably assured at the inception of the lease. (t) Long-term incentive plan and Directors deferred share unit plan In December 2009, Second Cup implemented a long-term incentive plan (“LTIP”), as described in note 27. Under IFRS 2, Share-based Payment, the fair value of each tranche of the grants is amortized over their respective vesting period using the graded amortization method. Compensation expense is measured at the grant date at fair value and recognized over the service period based on the vesting period and is adjusted for any changes in fair value of the Company’s share price. Shares granted under the LTIP vest over a three-year period and are paid out in cash on December 15 of each year. In terms of the LTIP, any dividends paid by the Company during the vesting period will be accrued based on the total number of shares granted. In January 2011, the Company implemented a Directors deferred share unit plan (“DSUP”), as described in note 27. Com- pensation expense is measured at the grant date (beginning of year) at fair value vesting on the last day of the year in which the shares are granted and is adjusted for any changes in fair value of the Company’s share price. Shares granted under the DSUP vest on the last day of the year in which they are granted and are paid out in cash on the termination of the director. In terms of the DSUP, any dividends paid by the Company during the vesting period will be accrued based on the total number of shares granted. 51 NOTES TO ThE fINANCIAL STATEMENTS (u) Earnings per share Basic earnings per share (“EPS”) is calculated by dividing the net income (loss) for the year attributable to equity owners of the Company by the weighted average number of common shares outstanding during the year. Diluted EPS is calculated by adjusting the weighted average number of common shares outstanding for dilutive instruments. The number of shares included with respect to options, warrants and similar instruments is computed using the treasury stock method. (v) Related parties For the purposes of these financial statements, a party is considered related to the Company if such party or the Company has the ability to, directly or indirectly, control or exercise significant influence over the other entity’s financial and operating decisions, or if the Company and such party are subject to common influence. Related parties may be individuals or other entities. All transactions with related parties are recorded at fair value. (w) Dividends Dividends on common shares are recognized in the Company’s financial statements in the period in which the dividends are approved by the Board of Directors. (x) Future changes in accounting policies IFRS 9, Financial Instruments (“IFRS 9”), was issued in November 2009 and addresses classification and measurement of financial assets. It replaces the multiple category and measurement models in International Accounting Standard 39, Financial Instruments: Recognition and Measurement (“IAS 39”), for debt instruments with a new mixed measurement model having only two categories: amortized cost and FVTPL. IFRS 9 also replaces the models for measuring equity instruments. Such instruments are either recognized at FVTPL or at fair value through other comprehensive income. Where equity instruments are measured at fair value through other comprehensive income, dividends are recognized in profit or loss to the extent that they do not clearly represent a return of investment; however, other gains and losses (including impairments) associated with such instruments remain in accumulated comprehensive income indefinitely. Requirements for financial liabilities were added to IFRS 9 in October 2010 and they largely carried forward existing require- ments in IAS 39, except that fair value changes due to credit risk for liabilities designated at FVTPL are generally recorded in other comprehensive income. IFRS 13, Fair Value Measurement (“IFRS 13”), is a comprehensive standard for fair value measurement and disclosure for use across all IFRS. The new standard clarifies that fair value is the price that would be received to sell an asset, or paid to transfer a liability in an orderly transaction between market participants, at the measurement date. Under existing IFRS, guidance on measuring and disclosing fair value is dispersed among the specific standards requiring fair value measure- ments and does not always reflect a clear measurement basis or consistent disclosures. IFRS 9 and IFRS 13 are effective for annual periods beginning on or after January 1, 2015 and January 1, 2013, respec- tively, with earlier adoption permitted. The Company will adopt IFRS 13, effective January 1, 2013, but does not expect it to have a significant impact. The Company has not yet assessed the impact of IFRS 9 or determined whether it will early adopt the standard. 4. CRITICAl ACCOUNTINg ESTIMATES The preparation of financial statements requires management to use judgement in applying its accounting policies and estimates and assumptions about the future. Estimates and other judgements are continuously evaluated and are based on management’s experience and other factors, including expectations about future events that are believed to be reasonable under the circumstances. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future years affected. The Second Cup Ltd. Annual Report 2012 The following discusses the most significant accounting judgements and estimates that the Company has made in the preparation of the financial statements: Impairment analysis Impairment analysis is an area involving management judgement requiring assessment as to whether the carrying value of assets is recoverable. Fair value less cost to sell is determined by estimating the net present value of future cash flows derived from such assets using cash flow projections that have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions are required to be made in respect of highly uncertain matters including: a) Growth in total revenue b) Growth in cash flows, calculated as adjusted operating profit before depreciation and amortization, c) Long term growth rates d) Selection of discount rates to reflect the risks involved Management has estimated cash flows based on market participant assumptions and expected future operations. The discount rate is based upon a weighted average cost of capital derived from the benchmark analysis from similar retail or franchise businesses in Canada and the United States. Changing the assumptions selected by management, in particular, the discount rate and the growth rate assumptions used in the cash flow projections, could significantly affect the impairment evaluations and, hence, results. The Company’s impairment test includes the key assumptions related to sensitivity in the cash flow projections. Further details are provided in note 13 to the financial statements. Recoverable amount and CGUs A CGU is defined as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets. Goodwill is not amortized but tested for impairment at least once a year or more frequently when there is an indication that it may be impaired. An impairment test is performed at the level of each CGU within each operating segment. This allocation is reviewed if the Company changes the level at which it monitors goodwill or changes in operating segments. An impairment loss is recognized when the carrying value of the assets and liabilities of the franchise business CGU is higher than its recoverable amount. The recoverable amount of the franchise business CGU was estimated based on fair value less costs to sell. Fair value less costs to sell is the best estimate of the amount obtainable from the sale of a CGU in an arm’s length transaction between knowledgeable, willing parties, less costs to sell. This estimate is determined on December 29, 2012. Deferred income taxes The timing of reversal of timing differences and the expected income allocation to various tax jurisdictions within Canada affect the effective income tax rate used to compute the deferred income tax asset. Management estimates the reversals and income allocation based on historical and budgeted operating results and income tax laws existing at the Statements of Financial Position dates. In addition, management occasionally estimates the current or future deductibility of certain expen- ditures, affecting current or deferred income tax balances and expenses. Fair value of derivative Second Cup’s derivative consists of an interest rate swap used to economically hedge exposure to variable cash flows associated with interest payments on the Company’s borrowings. Management estimates the fair value of this derivative as the present value of expected future cash flows to be received or paid, based on available market data, which includes market yields and counterparty credit spreads. 53 NOTES TO ThE fINANCIAL STATEMENTS Estimated useful lives Management estimates the useful lives of property and equipment based on the period during which the assets are expected to be available-for-use. The amounts and timing of recorded expenses for amortization of property and equipment for any year are affected by these estimated useful lives. The estimates are reviewed at least annually and are updated if expecta- tions change as a result of physical wear and tear, technical or commercial obsolescence and legal or other limits to use. It is possible that changes in these factors may cause significant changes in the estimated useful lives of the Company’s property and equipment in the future. Provisions Second Cup has lease commitments since it acts as the head tenant on café leases. In cases where the lease contract specifies a termination fee due to the landlord or a fee is negotiated with the landlord upon termination, the Company records the expense at the time written notice is given or agreed to by the landlord. When ceasing operations under operating leases where the landlord does not allow the Company to prematurely exit the lease, but allows for subleasing, the Company estimates the fair value of sublease income in calculating the provision to the end of the lease term. 5. SHARE CAPITAl Second Cup is authorized to issue an unlimited number of common shares. Balance January 1, 2010 income fund units $ 89,972 # 9,903,045 Share capital $ # - - Balance December 31, 2010 9,903,045 89,972 - - Conversion January 1, 2011 (9,903,045) (89,972) 9,903,045 89,972 Reduction in stated capital January 1, 2011 Balance December 31, 2011 - - - - - (88,972) 9,903,045 1,000 At the annual and special meeting of unitholders held June 2, 2010, the unitholders approved the Conversion to be undertaken on January 1, 2011. Included as part of the Conversion was a reduction in the stated capital from $89,972 to $1,000, resulting in a reduction of the deficit by $27,575 and an increase in contributed surplus of $61,397. The Conversion and the associated reduction in share capital were approved by court orders dated June 11, 2010 and December 17, 2010. 6. CASH AND CASH EQUIVAlENTS Cash Cash equivalents Cash and cash equivalents Interest rate per annum $ 2012 2,836 1,044 $ 2011 3,040 2,425 $ 3,880 $ 5,465 1.10% 1.10% The cash equivalent represents short-term savings with maturity of less than three months since December 29. 7. TRADE AND OTHER RECEIVABlES Trade and other receivables Less: Allowance for doubtful accounts Trade and other receivables - net The Second Cup Ltd. Annual Report 2012 $ 2012 4,839 (223) 2011 $ 5,449 (111) $ 4,616 $ 5,338 The Company wrote-off $78 (2011 - $5), recovered $91 (2011 - $192) and increased the allowance for doubtful accounts $281 (2011 - $234) on trade and other receivables. 8. INVENTORIES Merchandise held for resale Supplies Less: Provision for obsolete inventory 9. NOTES AND lEASES RECEIVABlE Notes and leases receivable due in 1 year Notes and leases receivable due after 1 year, but before 5 years Notes and leases receivable due after 5 years Less: Allowance for doubtful accounts due in 1 year Less: Allowance for doubtful accounts due after 1 year Less: Current portion $ $ $ 2012 131 24 155 (18) 137 2012 341 797 57 1,195 (76) (113) 1,006 265 $ $ $ 2011 67 12 79 - 79 2011 162 543 50 755 (13) (124) 618 149 Notes and leases receivable - net $ 741 $ 469 The Company entered into lease agreements with some franchise partners relating to POS. These leases bear interest at 8%. These were accounted for as finance leases totalling $209 (2011 - $74). The Company owns title to all POS. During 2012, the Company received proceeds from the repayment of leases receivable of $36 (2011 - $6). In 2012 the Company did not provide financing to any franchise partners to assist them to purchase certain equipment, furniture and fixtures (2011 - $50). The Company received proceeds from the repayment of notes receivable of $185 (2011 - $91) related to previous agreements. The Company settled $741 (2011 - $437) of trade receivables in return for notes receivable during the year. The Company received repayments totalling $225 (2011 - $22) from capitalized trade receivables. In addition, the Company wrote-off $114 (2011 - $nil), recovered $24 (2011 - $nil) and increased the allowance for doubtful accounts $190 (2011 - $137) on notes and leases receivable. 55 NOTES TO ThE fINANCIAL STATEMENTS 10. PROPERTY AND EQUIPMENT Net carrying value As at December 31, 2010 Cost Accumulated amortization As at December 31, 2010 Additions Disposals - original cost Disposals - accumulated amortization Capitalized to lease Impairment charge Amortization leasehold improvements equipment, furniture, fixtures and other computer hardware total $ 589 (247) 342 664 (25) 1 - (81) (104) $ 1,257 (171) $ 168 (105) $ 2,014 (523) 1,086 1,959 (107) 24 (67) (49) (282) 63 1,491 108 - - - - (54) 2,731 (132) 25 (67) (130) (440) $ $ 117 $ 3,478 276 (159) $ 4,546 (1,068) As at December 31, 2011 $ 797 $ 2,564 Cost Accumulated amortization $ 1,228 (431) $ 3,042 (478) As at December 31, 2011 $ 797 $ 2,564 $ 117 $ 3,478 Net carrying value As at December 31, 2011 Cost Accumulated amortization As at December 31, 2011 Additions Disposals - original cost Disposals - accumulated amortization Capitalized to lease Impairment charge Amortization $ 1,228 (431) $ 3,042 (478) $ 276 (159) $ 4,546 (1,068) 797 851 (177) 20 - (345) (200) 2,564 117 3,478 857 (297) 34 (194) (17) (446) 50 - - - - (70) 1,758 (474) 54 (194) (362) (716) As at December 29, 2012 $ 946 $ 2,501 Cost Accumulated amortization $ 1,902 (956) $ 3,408 (907) As at December 29, 2012 $ 946 $ 2,501 $ $ $ 97 $ 3,544 326 (229) $ 5,636 (2,092) 97 $ 3,544 11. gOODWIll Opening balance Impairment charge Closing balance The Second Cup Ltd. Annual Report 2012 2012 2,444 (2,444) 2011 $ 2,444 - - $ 2,444 $ $ The Company determined goodwill was impaired and recognized an impairment charge of $2,444. There were no additions or disposals during the reporting periods (note 13). 12. INTANgIBlE ASSETS Net carrying value As at December 31, 2010 Cost Accumulated amortization As at December 31, 2010 Additions (acquired) Disposals - original cost Disposals - accumulated amortization Capitalized to lease Amortization trademarks franchise rights Software total $ 86,905 - 86,905 - - - - - $ 1,331 (424) $ 312 (99) $ 88,548 (523) 907 - - - - (283) 213 88,025 312 (43) 43 (7) (109) 312 (43) 43 (7) (392) As at December 31, 2011 $ 86,905 $ 624 Cost Accumulated amortization $ 86,905 - $ 1,331 (707) $ $ 409 $ 87,938 574 (165) $ 88,810 (872) As at December 31, 2011 $ 86,905 $ 624 $ 409 $ 87,938 Net carrying value As at December 31, 2011 Cost Accumulated amortization As at December 31, 2011 Additions (acquired) Capitalized to lease Impairment charge Amortization $ 86,905 - $ 1,331 (707) $ 574 (165) $ 88,810 (872) 86,905 - - (12,850) - 624 - - - (283) 409 87,938 180 (15) - (168) 180 (15) (12,850) (451) As at December 29, 2012 $ 74,055 $ 341 Cost Accumulated amortization $ 74,055 - $ 1,331 (990) $ $ 406 $ 74,802 739 (333) $ 76,125 (1,323) As at December 29, 2012 $ 74,055 $ 341 $ 406 $ 74,802 Management concluded trademarks were impaired and recognized an impairment charge of $12,850 (note 13). 57 NOTES TO ThE fINANCIAL STATEMENTS 13. IMPAIRMENT OF ASSETS During the accounting periods presented, the Company had two CGUs - corporate cafés and franchise business. Goodwill of $2,444 as well as the Trademark of $86,905 were allocated fully to the franchise business CGU. The CGUs recoverable amount has been determined using fair value less costs to sell. Key assumptions The discounted cash flow uses estimates and assumptions that are sensitive to change and require judgement. These key judgements include estimates of discount rates, forecast growth in system sales and other estimates impacting future cash flows. Changes in these estimates and assumptions may have a significant impact on recoverable amounts. General market uncertainty and the recessionary operating environment for the Company and other similar retail entities were also factors taken into account in the analysis. The changes in the market growth rates reflect the current general economic pressures now impacting the national economy. These calculations use cash flow projections based on financial forecasts covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated below. The following are key assumptions used in the fair value less costs to sell calculation: Forecast same café sales growth Forecast revenue growth Average growth rate used to extrapolate cash flows beyond the budget period 2% Discount rate 11.5% -2% to 4% -2% to 8% The valuation of two corporate cafés based on revenue growth and future cash flows indicated an impairment of $362. The Company wrote down leasehold improvements and property and equipment to their estimated recoverable amounts for both cafés. The valuation of the franchise business CGU based on the forecasted cash flows and using an 11.5% discount rate indicates impairment. The Company recognized an impairment charge of $2,444 to goodwill and $12,850 to trademarks. The effect of a change in management’s key assumptions is reflected below: Sensitivity Key assumption Revenue growth Discount rate Effect on fair value less cost to sell of CGU Impact on impairment loss Low growth High growth -2% to 2% 1% to 8% 11.0% ($1,796) 13.0% $5,749 Additional impairment loss of $1,796 No impairment The Second Cup Ltd. Annual Report 2012 $ 2012 1,280 577 235 1,221 2011 $ 1,157 1,126 134 1,676 $ 3,313 $ 4,093 legal 50 $ total $ 1,005 $ $ 9 (59) - - - - - - - - - $ $ 141 (358) 788 447 341 788 689 (429) 1,048 365 $ 683 Headlease liabilities 955 $ $ $ 132 (299) 788 447 341 788 689 (429) 1,048 365 $ 683 $ 14. ACCOUNTS PAYABlE AND ACCRUED lIABIlITIES Accounts payable and accrued liabilities consist of: Accounts payable - trade Accrued salaries, wages and benefits Sales tax payable Accrued liabilities 15. PROVISIONS As at December 31, 2010 Provisions charged during the year Provisions utilized during the year As at December 31, 2011 Less: Current portion Provisions As at December 31, 2011 Provisions charged during the year Provisions utilized during the year As at December 29, 2012 Less: Current portion Provisions 16. INCOME TAXES Income tax expense is recognized based on management’s best estimate of the weighted average annual income tax rate expected for the full financial year. The Ontario 2012 budget was substantively enacted on June 20, 2012, freezing corporate tax cuts with the effect that the income tax rate would remain at 11.5% until the province can achieve a balanced budget. Previously, the corporate income tax rate was slated to decrease to 10.0% by 2014. The impact of the income tax rate change is estimated to result in an increase in income tax of $480 and has been recognized in the Statements of Operations and Comprehensive Income (Loss). Under Canadian generally accepted accounting principles, income trusts were not subject to income taxes to the extent that their taxable income was distributed to unitholders. Under IAS 12 the rate to apply in 2010 was the highest marginal tax rate, which was estimated to be 46.41%. After the Conversion the tax rate is estimated to be 28.16%. The benefit of the rate reduction in 2011 due to the Conversion was $7,462. As a result of the Conversion, Second Cup recognized certain deferred income tax assets and liabilities that were not previously recognized, resulting in a net charge of $519 in 2011. 59 NOTES TO ThE fINANCIAL STATEMENTS Income tax expense (recovery), as reported differs from the amount that would be computed by applying the combined Canadian federal and provincial statutory income tax rates to income before income taxes. The reasons for the differences are as follows: (Loss) income before income taxes Combined Canadian federal and provincial tax rates 2012 $ (8,753) 26.50% 2011 $ 8,887 28.16% Tax (recovery) provision at statutory rate Increased (reduced) by following differences Change in income tax rates Deferred income tax assets and liabilities not previously recognized Non-deductible permanent differences - impairment of goodwill and trademarks Non-deductible permanent differences - other Other (2,320) 480 - 2,350 13 128 2,503 (7,462) 519 - 9 17 Income tax expense (recovery) $ 651 $ (4,414) 17. DEFERRED INCOME TAX The analysis of deferred income tax assets and liabilities is as follows: Deferred income tax assets Deferred tax asset to be recovered after more than 12 months Deferred income tax asset to be recovered within 12 months Deferred income tax liabilities Deferred income tax liability to be recovered after more than 12 months Deferred income tax liabilities - net Beginning of year Income tax expense due to change in Ontario tax rates Income tax (recovery) End of year The movement in deferred income tax assets and liabilities during the year is as follows: $ 2012 (133) (361) (494) $ 2011 (234) (237) (471) 9,684 10,654 $ 9,190 $ 10,183 $ 10,183 480 (1,473) $ 16,124 - (5,941) $ 9,190 $ 10,183 As at December 31, 2010 Charged (credited) to the income statement Property and equipment (3,165) 4,312 $ trademarks $ 19,419 (10,070) intangible assets - 158 $ $ other (130) (341) total $ 16,124 (5,941) As at December 31, 2011 Charged (credited) to the income statement 1,147 391 9,349 (1,294) 158 (68) (471) (22) 10,183 (993) As at December 29, 2012 $ 1,538 $ 8,055 $ 90 $ (493) $ 9,190 The Second Cup Ltd. Annual Report 2012 18. TERM lOAN AND OPERATINg FACIlITY On June 12, 2012, the Company renegotiated its term loan and operating credit facilities, including an extension of the maturity of the credit facilities, to May 31, 2015 and a decrease in interest rates. The revised credit facilities comprise an $11,000 non-revolving term credit facility, fully drawn, and an undrawn $2,000 revolving credit facility. As a result of the refinancing, the Company capitalized loan extension fees of $50. The term credit facilities are collateralized by substantially all the assets of the Company. The $11,000 non-revolving term credit facility bears interest at the bankers’ acceptance rate plus 2.75% (December 31, 2011 - 3.50%). As at December 29, 2012, the full amount of the $11,000 non-revolving term credit facility was drawn. The $2,000 operating credit facility bears interest at the bankers’ acceptance rate plus 2.75% (December 31, 2011 - 3.50%). As at December 29, 2012, no advances had been drawn on this facility. The Company has an interest rate swap agreement with a notional value of $11,000 maturing on April 1, 2013, which fixes the interest rate on the Company’s non-revolving credit facility at 3.04% per annum plus the margin noted above, which results in a fixed effective interest rate of 5.79% (December 31, 2011 - 6.54%). As at December 29, 2012, the estimated fair value of this contract is a $96 liability to the Company (December 31, 2011 - $302) which is recorded as a liability on the Company’s Statements of Financial Position and the fair value movement of the interest rate swap has been recorded as a non-cash credit to income on the Company’s Statements of Operations and Comprehensive Income (Loss). Pursuant to the terms of the Company’s operating loan and term loan, the Company is subject to certain financial and other customary covenants, including requirements to maintain a ratio of senior debt to EBITDA and to maintain a trailing four- quarter fixed charge coverage ratio. During the years ended December 29, 2012 and December 31, 2011, the Company was in compliance with all financial and other covenants of the Company’s operating loan and term loan. In accordance with IFRS 7, Financial Instruments: Disclosures (“IFRS 7”), the term loan is presented net of transaction costs. Transaction costs are amortized to the Statements of Operations and Comprehensive Income (Loss) using the effective interest method. Face value of long-term debt Unamortized transaction costs 2012 $ 11,000 (59) $ 10,941 2011 $ 11,000 (91) $ 10,909 At maturity on May 31, 2015, the Statements of Financial Position value of the term loan will be equal to the face value. Interest expense consists of the following: Interest on term loan Interest on derivative interest rate swap Movement in fair value of derivative interest rate swap Amortization of deferred financing charges Other interest expense 2012 480 192 (206) 82 16 564 $ $ 2011 525 192 (29) 72 22 782 $ $ 61 NOTES TO ThE fINANCIAL STATEMENTS 19. OTHER lONg-TERM lIABIlITIES Deferred revenue (i) Promissory note payable Leasehold inducement (note 3(l)) Other Less: Current portion 2012 181 - 429 - 610 189 421 $ $ $ 2011 135 18 403 2 558 166 392 $ $ $ (i) Deferred revenue on purchasing co-ordination fees and new term fees will be earned as follows: 2013 - $150, 2014 - $11, 2016 - $20. 20. CONTINgENCIES, COMMITMENTS AND gUARANTEES Second Cup has lease commitments for Company-operated cafés and also acts as the head tenant on leases, which it in turn subleases to franchise partners. To the extent that the Company may be required to make rent payments due to headlease commitments, a provision has been recognized (note 15). The Company’s lease commitments at December 29, 2012 are as follows: December 31, 2013 December 31, 2014 December 31, 2015 December 31, 2016 December 31, 2017 Thereafter Headlease commitments $ 19,246 18,346 16,710 14,676 12,667 35,706 $ 117,351 $ Sublease to franchisees 17,867 17,121 15,474 13,430 11,501 31,647 $ 107,040 net $ 1,379 1,225 1,236 1, 246 1,166 4,059 $ 10,311 Total occupancy and lease costs expensed in the year are as follows: Company head office and franchise café locations Company operated cafés 2012 1,614 885 2,499 $ $ $ 2011 882 504 $ 1,386 Second Cup is involved in litigation and other claims arising in the normal course of business. Management must use its judgement to determine whether or not a claim has any merit, the amount of the claims and whether to record a provision, which is dependent on the potential success of the claim. Second Cup believes it will not incur any significant loss or expense with such claims. However, there can be no assurance that unforeseen circumstances will not result in significant costs. The outcome of these actions is not determinable at this time, and adjustments, if any, will be recorded in the period of settlement. Second Cup has a contract with a third party company to purchase and roast the coffee that is sold in all Second Cup cafés by franchise partners. In terms of this supply agreement, Second Cup has guaranteed a minimum volume of coffee purchases of $4,421 (2011 - $9,462). The coffee purchase commitment represents purchase commitments made up to the end of December 2013. Second Cup has entered into a marketing agreement with a third party through 2014 and has committed to spend $200 per year on advertising placed in various media offered by the third party over the term of the agreement. The Second Cup Ltd. Annual Report 2012 21. BASIC AND DIlUTED EARNINgS (lOSS) PER SHARE Earnings (loss) per share are based on the weighted average number of shares outstanding during the year. Basic and diluted earnings (loss) per share are determined as follows: Net (loss) income Weighted average number of shares issued and outstanding Basic and diluted (loss) earnings per share 2012 $ (9,404) 9,903,045 (0.95) $ 2011 $ 13,301 9,903,045 1.34 $ 22. OPERATINg EXPENSES Expenses by nature Head office Salaries, wages and benefits Occupancy and lease costs Travel and franchise partner meetings Head office overheads Professional fees Legal costs Amortization of property and equipment Research and innovation Amortization of intangible assets Bad debt expense Advertising and franchise development Inventory markdowns Company cafés Lease costs Impairment of property and equipment Other operating expenses Amortization of property and equipment Advertising and local marketing Loss on disposal of property and equipment Operating expenses Salaries, wages and employee benefits Salaries and wages Employee benefits Directors’ compensation Severance costs LTIP Recovery from Co-op Fund Total head office $ 2012 6,540 1,614 1,010 992 632 518 506 476 451 422 304 287 13,752 885 362 350 210 150 70 2,027 $ 15,779 2012 5,868 705 373 139 130 (675) 6,540 $ $ $ 2011 7,311 882 888 833 476 394 289 - 392 257 263 23 12,008 504 130 253 151 94 36 1,168 $ 13,176 2011 6,245 651 291 687 93 (656) 7,311 $ $ 63 NOTES TO ThE fINANCIAL STATEMENTS 23. COMPENSATION OF KEY MANAgEMENT Key management is defined as the senior management team and the Board of Directors. Salaries and short-term employee benefits Severance costs Stock-based compensation - LTIP (note 27) Stock-based compensation - DSUP (note 27) Pension costs - defined contribution plans Total compensation 24. SUPPlEMENTARY CASH FlOW INFORMATION Changes in non-cash working capital are as follows: Trade and other receivables Notes and leases receivable Inventories Prepaid expenses and other assets Accounts payable and accrued liabilities Provisions Other long-term liabilities Gift card liability Deposits from franchise partners Supplementary information Interest paid Income taxes paid (recovered) 25. MANAgEMENT OF CAPITAl 2012 2,106 - 130 40 33 2,309 2012 722 (400) (58) (501) (780) 349 46 207 447 32 689 2,835 $ $ $ $ $ $ 2011 2,083 687 93 89 29 2,981 2011 505 (278) (30) 167 (2,350) (105) (75) 186 9 (1,971) 739 (57) $ $ $ $ $ $ The capital structure of the Company consists of $10,941 (2011 - $10,909) in long-term debt and $56,700 (2011 - $71,402) in shareholders’ equity, which comprises issued shares and accumulated earnings, less accumulated cash dividends. The Company’s objectives relating to the management of its capital structure are to: a) safeguard its ability to continue as a going concern; b) maintain financial flexibility in order to preserve its ability to meet financial obligations; c) maintain a capital structure that provides financing options to the Company when the need arises to access capital; d) ensure it has sufficient cash and cash equivalents to pay declared dividends to its shareholders; and e) deploy capital to provide an adequate return to its shareholders. The Company’s primary uses of capital are to finance increases in non-cash working capital and capital expenditures. The Company determines the appropriate level of long-term debt in the context of its cash flows and overall business risks. The Company has historically generated sufficient cash flows to pay quarterly dividends to its shareholders. In order to maintain or modify the capital structure, Second Cup may adjust the amount of dividends paid to its shareholders. The current level of capital is considered adequate in the context of current operations. The Second Cup Ltd. Annual Report 2012 Under the term loan and operating facility, the Company is required to comply with a number of covenants and restrictions, including the requirements to meet certain financial ratios. These financial ratios include a senior leverage ratio and a fixed charge coverage ratio. To date, the Company has complied with these ratios. There were no changes in the Company’s approach to capital management during the year. 26. FINANCIAl INSTRUMENTS AND FINANCIAl RISK MANAgEMENT Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, trade and other receivables, notes receivable, accounts payable and accrued liabilities, gift card liability, other long-term liabilities, dividends payable to shareholders, term loan, the derivative interest rate swap and deposits from franchise partners. Categories of financial instruments The Company has designated each of its significant categories of financial instruments outstanding as follows: Financial assets Cash and cash equivalents Loans and receivables Trade and other receivables Leases receivable Notes receivable Financial liabilities FVTPL Derivative interest rate swap Other financial liabilities Accounts payable and accrued liabilities Gift card liability Promissory note payable and other long-term liabilities Term loan Financial liabilities designated as at FVTPL Opening fair value Additions during the year Realized during the year Change in value Closing fair value 2012 2011 $ 3,880 $ 5,465 4,616 245 761 96 3,313 4,560 - 10,941 5,338 71 547 302 4,093 4,353 20 10,909 2012 302 - - (206) 96 $ $ 2011 331 - - (29) 302 $ $ Fair value of financial instruments The fair values of cash and cash equivalents, trade and other receivables, accounts payable and accrued liabilities and gift card liability approximate their carrying values due to their short-term maturity. The fair value of notes receivable approxi- mates their carrying value as the interest charged is considered to be based on market rates. 65 NOTES TO ThE fINANCIAL STATEMENTS The fair value of the Company’s term loan approximates its carrying value less transaction costs due to the floating interest rate of the term loan. IFRS 7 requires financial instruments that are measured subsequent to initial recognition at fair value to be grouped in Levels 1 to 3 in the fair value hierarchy, based on the degree to which the fair value is observable. The three levels of the fair value hierarchy are: • Level 1 - inputs derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and • Level 3 - fair value derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). The fair value for the derivative interest rate swap, classified as a Level 2, was derived using a discounted cash flow model that considers various observable inputs including time to maturity, forward interest rates and credit spreads. as at december 31, 2011 Derivative interest rate swap as at december 29, 2012 Derivative interest rate swap level 1 - - level 1 - - $ $ level 2 (302) (302) level 2 (96) (96) $ $ level 3 - - level 3 - - $ $ There were no transfers between Level 1 and Level 2 in the year. The Company’s financial instruments are exposed to credit risk, liquidity risk and interest rate risk. Credit Risk The Company’s financial instruments exposed to credit risk include cash and cash equivalents, trade and other receivables, leases receivable and notes receivable. The Company places its cash with institutions of high creditworthiness. The Company’s trade and other receivables, leases receivable and notes receivable primarily comprise amounts due from franchise partners. Based on experience, management believes its trade and other receivables, leases receivable and notes receivable credit risk exposure is limited. Credit risk from trade and other receivables, leases receivable and notes receivable is minimized as a result of the review and evaluation of franchise partner account balances beyond a particular age, and management accounts for a specific bad debt provision when the expected recovery is less than the actual accounts receivable. The provision relating to past due trade and other receivables as at December 29, 2012 was $223 (December 31, 2011 - $111). The provision relating to past due leases receivable and notes receivable as at December 29, 2012 was $189 (December 31, 2011 - $137). The maturities of the Company’s trade and other receivables as at December 29, 2012 are as follows: Total maturing maturing between maturing between 1 year and less than 2 years $- 90 days and less than a year $3 in the next 90 days $4,613 maturing after 2 years $- total $4,616 The creditworthiness of new franchise partners is reviewed during the application process. A new franchise partner requires a minimum 30% of their investment in unencumbered cash, written confirmation of financing for the remaining 70% from their bank and a deposit of $100 to accompany the signed franchise agreement. The Second Cup Ltd. Annual Report 2012 The maturities of the Company’s notes and leases receivable as at December 29, 2012 are as follows: Total maturing maturing between maturing between 1 year and less than 2 years $229 90 days and less than a year $195 in the next 90 days $70 maturing after 2 years $512 total $1,006 Liquidity Risk Liquidity risk is the risk the Company will encounter difficulty in meeting obligations as they come due associated with its financial liabilities. The Company manages liquidity risk through regular monitoring of dividends, forecast and actual cash flows, and also the management of its capital structure and senior leverage ratios as outlined in note 18. The Company’s main source of income is royalty receipts from its franchise partners. The contractual maturities of the Company’s financial liabilities as at December 29, 2012 are as follows: maturing maturing between maturing between 1 year and less than 2 years 90 days and less than a year in the next 90 days maturing after 2 years total Accounts payable and accrued liabilities Gift card liability Derivative interest rate swap Term loan Total $ 2,873 4,560 84 76 $ 7,593 $ $ 367 - - 334 701 $ 73 - - 445 $ 518 $ - - - 11,188 $ 11,188 $ 3,313 4,560 84 12,043 $ 20,000 Interest Rate Risk Interest rate risk is the risk the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its cash and cash equivalents and term loan, which earn and bear interest at floating rates. The Company entered into an interest rate swap agreement to minimize risk. Interest expense on the long-term debt is adjusted to include the payments made or received under the interest rate swap agreement. The interest rate swap agreement is recognized in the Statements of Financial Position at its estimated fair value. During the year ended December 29, 2012, the Company recorded a net interest recovery of $206 on the Statements of Operations and Comprehensive Income (Loss) relating to the interest rate swap (2011 - recovery of $29). Sensitivity Analysis IFRS 7 requires disclosure of a sensitivity analysis to illustrate the sensitivity of the Company’s financial position and performance to changes in market variables such as interest rates as a result of changes in the fair value of cash flows associated with the Company’s financial instruments. The sensitivity analysis provided discloses the effect on net loss as at December 29, 2012, assuming that a reasonably possible change in the relevant risk variable has occurred as at December 29, 2012. The following table shows the Company’s exposure to interest rate risk and the pre-tax effects on net loss for the year ended December 29, 2012 of a 1% change in interest rates management believes is reasonably possible: Term loan Interest rate swap agreement Pre-tax effects on net income – increase (decrease) carrying amount 1% increase in interest rates of liability $ 11,000 $ 96 1% decrease in interest rates (110) $ 110 - 110 (110) - $ $ 67 NOTES TO ThE fINANCIAL STATEMENTS 27. lONg-TERM INCENTIVE PlAN AND DIRECTORS DEFERRED SHARE UNIT PlAN Shares granted under the LTIP vest over a three-year period and are paid out in cash on December 15 of each year. Shares are granted based on the weighted average price of the Company’s shares for the 20 trading days prior to the grant date. The fair value of the shares outstanding is determined based on the market value of the underlying shares of the Company. A summary of the status of the Company’s LTIP is presented below: Notional shares outstanding as at December 31, 2010 Shares forfeited Shares paid out Shares granted in lieu of dividends Shares granted on December 23, 2011 Change in fair value Notional shares outstanding as at December 31, 2011 Expensed in current year Notional shares outstanding as at December 31, 2011 Shares forfeited Shares paid out Shares granted in lieu of dividends Change in fair value Notional shares outstanding as at December 29, 2012 Expensed in current year notional Shares 77,083 (14,680) (6,263) 3,872 28,751 88,763 notional Shares 88,763 (3,723) (32,682) 6,205 58,563 fair value $ 445 (90) (50) 25 180 (92) $ 418 93 $ fair value $ 418 (19) (175) 41 (9) $ 256 $ 130 Shares granted under the DSUP vest on the last day of the year in which they are granted and are paid out in cash on the termination of the director. Shares are granted based on the weighted average price of the Company’s shares for the five trading days prior to the grant date. The fair value of the shares outstanding is determined based on the market value of the underlying shares of the Company. A summary of the status of the Company’s DSUP is presented below: Notional shares outstanding as at December 31, 2010 Deferred share units granted Shares granted in lieu of dividends Shares forfeited Shares paid out Change in fair value Notional shares outstanding as at December 31, 2011 Expensed in current year Notional shares outstanding as at December 31, 2011 Deferred share units granted Shares granted in lieu of dividends Change in fair value Notional shares outstanding as at December 29, 2012 Expensed in current year notional Shares - 19,727 1,221 (4,367) (2,183) 14,398 notional Shares 14,398 9,018 1,760 25,176 $ fair value - 155 8 (34) (17) (23) 89 89 $ $ $ fair value 89 55 12 (27) $ 129 40 $ The Second Cup Ltd. Annual Report 2012 28. SEgMENTED REPORTINg The Company’s business is classified as one operating segment that is reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Company is structured as a franchisor with all of its operating revenues derived in Canada. Operating revenues comprise the sale of goods from Company-operated cafés and the sale of goods through ancillary channels, royalties and other service fees. Management is organized based on the Company’s operations as a whole rather than the specific revenue streams. 29. SUBSEQUENT EVENT On February 28, 2013, the Board of Directors of Second Cup approved a quarterly dividend of $0.085 per common share, payable on March 28, 2013 to shareholders of record at the close of business on March 15, 2013. 69 The Second Cup Ltd. shAreholder InForMAtIon CORPORATE HEAD OFFICE THE SECOND CUP lTD. Board of Directors THE SECOND CUP lTD. Senior Management Team The Second Cup Ltd. 6303 Airport Road 2nd Floor Mississauga, Ontario Canada L4V 1R8 Registrar and Transfer Agent Computershare Trust Company of Canada Auditors PricewaterhouseCoopers LLP Market Information Shares Listed: Toronto Stock Exchange Symbol: Scu Investor Enquiries Robert Masson Chief Financial Officer Tel: (905) 362-1824 Fax: (905) 362-1121 E-mail: investor@secondcup.com Website: www.secondcup.com Michael Rosicki (1) (2) Chairman James Anas (1) Bryna Goldberg (2) Bryan Held (1) Stephen Kelley Peter Saunders (1) (2) Committees of the Board (1) Audit Committee (2) Governance/Human Resources/Compensation Committee Stacey Mowbray President and Chief Executive Officer Robert Masson Chief Financial Officer Wayne Vanderhorst Vice President, Franchise Development Cathy Whelan Molloy Chief Marketing Officer Dan Caldarone General Counsel, VP Human Resources and Corporate Secretary Rita Toporowski Vice President, Corporate Planning and Development Tom Zacharias Vice President, Operations Rainforest Alliance Certified Fair Trade Certified OCIA Certified Organic Printed on environmentally- responsible paper that contains FSC certified 50% post- consumer and 50% virgin fiber. There’s a little love in every cup.TM The Second Cup Ltd. Annual Report 2012 A n n u A l r e p o r t 2 0 1 2 t h e s e c o n d c u p l t d . 

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