As a retail business, our results of operations are dependent on our ability to manage our inventory. To properly manage our inventory, we must be able to accurately estimate customer demand and supply requirements and purchase new inventory accordingly. If we fail to sell our inventory, we may be required to write-down our inventory or pay our vendors without new purchases, creating additional vendor financing, which would have an adverse impact on our earnings and cash flows. Additionally, a significant p ...

Table of Contents Index to Financial Statements Table of Contents 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 26, 2022 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 OF 1934 Date of event req ...

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 ...