Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 27, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O ...

Financial Performance - Net sales for the fiscal year ended March 28, 2020, were $169,420 thousand, an increase from $151,049 thousand in the previous year, representing a growth of approximately 12.5%[25] - Gross profit for the fiscal year ended March 28, 2020, was $58,577 thousand, compared to $55,693 thousand in the previous year, indicating a gross profit margin improvement[25] - The company reported a net loss from continuing operations of $18,305 thousand for the fiscal year ended March 28, 2020, compared to a net loss of $21,995 thousand in the previous year, reflecting a reduction in losses[25] - The Company reported a net loss from continuing operations of $12.2 million for fiscal 2020, compared to a net loss of $18.3 million in fiscal 2019[40] - The net loss for fiscal 2020 was $12.8 million, or $0.71 per share, compared to a net loss of $18.7 million, or $1.04 per share, in fiscal 2019[142] - The reported operating loss from continuing operations was $6.5 million, an improvement of $7.1 million compared to a loss of $13.6 million in fiscal 2019[142] - Total net sales for fiscal 2019 were $151.0 million, an increase of $4.4 million or 3.0% compared to fiscal 2018[159] Assets and Liabilities - Total assets increased to $210,652 thousand as of March 28, 2020, from $133,795 thousand as of March 30, 2019, showing a significant growth of approximately 57.4%[26] - Bank indebtedness rose to $58,035 thousand as of March 28, 2020, compared to $47,021 thousand in the previous year, indicating an increase of about 23.4%[26] - Total indebtedness increased to $74.3 million as of March 28, 2020, from $64.1 million as of March 30, 2019, resulting in a total indebtedness to total capitalization ratio of 95.6%[34] - The Company maintained excess availability under its Credit Facility, with an outstanding balance of $58.0 million against a maximum of $85.0 million[174] - As of March 28, 2020, the Company had a credit facility availability of $70.9 million, with an amount borrowed at year-end of $58.0 million, resulting in an excess borrowing capacity of $12.9 million[184] Impact of COVID-19 - The company experienced a year-over-year decline in sales of approximately 73% from March 18, 2020, to June 13, 2020, due to the COVID-19 pandemic[31] - The ongoing COVID-19 pandemic has significantly disrupted consumer spending, impacting the Company's sales and financial condition[49] - The company experienced a 76% decline in sales year-over-year in the first 12 weeks of fiscal 2021 due to COVID-19[140] - As of the date of the report, 29 out of 30 stores had reopened, albeit with reduced operating hours and traffic levels[140] Capital Expenditures and Investments - The Company anticipates capital expenditures of approximately $2.3 million during fiscal 2021 for store relocations or remodels[46] - The company invested approximately $27.6 million in capital expenditures over the last three fiscal years, focusing on remodeling its existing store network[86] - Total capital expenditures in fiscal 2020 were $2.8 million, significantly lower than $14.5 million in fiscal 2019, reflecting a transition out of a capital-intensive period[197] - The Company expects to invest approximately $2.3 million in capital expenditures in fiscal 2021, focusing on store remodels and relocations[199] Sales and Revenue Breakdown - Sales from the jewelry and other product categories declined to $90.2 million (53.2%) in fiscal 2020 from $99.0 million (65.6%) in fiscal 2019, primarily due to softer bridal jewelry sales[91] - Timepieces sales increased to $79.2 million (46.8%) in fiscal 2020, up from $52.0 million (34.4%) in fiscal 2019, driven by flagship stores being open for the entire fiscal year post-renovations[91][92] - Retail net sales increased to $161.0 million in fiscal 2020 from $143.5 million in fiscal 2019, reflecting strong performance in flagship stores[147] - Comparable store sales increased by 2% in fiscal 2020, driven primarily by increased sales of third-party branded timepieces[145] Debt and Financing - The Company used cash in operating activities from continuing operations of $3.8 million in fiscal 2020, down from $4.3 million in fiscal 2019[40] - The Company reported net cash provided by financing activities of $10.2 million in fiscal 2020, down from $18.5 million in fiscal 2019, primarily due to decreased cash inflows from a Term Loan[195] - The Company secured a new four-year term loan of $10.0 million from Investissement Québec at an interest rate of 3.14% per annum, repayable in 36 equal payments starting July 2021[186] Operational Strategies - The company plans to continue evaluating the productivity of existing stores and close underperforming ones while seeking new prime retail locations[121] - The company has begun implementing a new ERP system to update retail operations, which carries risks of disruption and inadequate internal controls[62] - The company aims to enhance customer awareness and appreciation of the Birks product brand through various marketing strategies and improve omni-channel client experience[141] Market and Competitive Landscape - The retail jewelry and timepiece industry is highly competitive, requiring extensive merchandising and marketing efforts to remain competitive[56] - The company faces risks related to currency exchange, particularly with purchases denominated in U.S. dollars, which could affect gross profit margins[55] - Fluctuations in the prices of diamonds, gemstones, and precious metals could adversely affect earnings, as the company does not hedge a material portion of these prices[52] Corporate Governance and Control - The company is controlled by a single shareholder, Grande Rousse, which owns 75.9% of the voting shares, potentially impacting management decisions[57] - The company may consider discontinuing its status as a publicly traded company if the costs outweigh the benefits of being public[76] Internal Controls and Compliance - Birks Group's internal control over financial reporting may identify material weaknesses in the future, potentially affecting market perception and stock price[74] - Regulatory changes in consumer credit could adversely affect earnings, including potential limits on finance charges[54] - The company is subject to risks from doing business in various jurisdictions, including compliance with local laws and potential economic instability[64]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F [ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 30, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHAN ...