Financial Performance - Total net sales for fiscal 2024 were $185.3 million, an increase of $22.3 million, or 13.7%, compared to $163.0 million in fiscal 2023[24]. - Net retail sales increased by $20.4 million, primarily driven by strong performance in third-party branded timepieces and jewelry, despite a decrease in Birks product brand sales[24]. - E-commerce sales increased by 26.8% due to online exclusive product offerings and improved site functionalities[24]. - Adjusted EBITDA for fiscal 2024 was $10.015 million, significantly higher than $3.822 million in fiscal 2023[35]. - For the fiscal year ended March 30, 2024, net sales increased to $185.3 million, up from $162.9 million in the previous year, representing a growth of 13.7%[55]. - Comparable store sales grew by 7.5% for the fiscal year 2024, compared to 2.9% in fiscal 2023 and 32.4% in fiscal 2022[54]. - Operating income for fiscal 2024 was $1.2 million, a significant improvement from an operating loss of $3.8 million in fiscal 2023[55]. - The company reported a net loss of $4.6 million for fiscal 2024, an improvement from a net loss of $7.4 million in fiscal 2023[55]. Expenses and Profitability - SG&A expenses in fiscal 2024 were $65.7 million, or 35.5% of net sales, down from $66.1 million, or 40.6% of net sales in fiscal 2023, reflecting a decrease of 510 basis points[25]. - Total gross profit for fiscal 2024 was $67.96 million, with a gross margin of 41.7%, down from 42.0% in fiscal 2023[30]. - Gross profit for fiscal 2024 was $73.6 million, with a gross margin of 39.7%, down from 41.7% in fiscal 2023[56]. - Depreciation and amortization expense increased to $6.6 million in fiscal 2024 from $5.7 million in fiscal 2023, primarily due to accelerated depreciation related to vendor agreements and store closures[57]. - The gross profit margin decreased in fiscal 2024, but is expected to stabilize and increase as the Company promotes its Birks product brand[119]. Capital and Financing - The company has $4.2 million outstanding on a loan from Investissement Québec for digital transformation, with a working capital ratio of 0.96 as of March 30, 2024[47]. - A capital lease facility financing agreement was entered into for up to U.S. $3.6 million, with approximately U.S. $2.4 million borrowed during fiscal 2024[48]. - The company incurred interest charges of $4.7 million on its Amended Credit Facility in fiscal 2024, slightly down from $4.8 million in fiscal 2023[85]. - The amount borrowed at year-end was $63.372 million, up from $57.890 million in the previous year[75]. - The company has a majority of independent directors on its board, which is a requirement under NYSE American rules, ensuring governance and oversight[177]. Corporate Governance - The audit and corporate governance committee held four meetings during fiscal 2024, with 100% attendance from all members[151]. - The executive committee held five meetings during fiscal year 2024, with 100% attendance from all members except one[152]. - The compensation and nominating committee evaluated director candidates based on integrity, business judgment, and industry knowledge, ensuring a diverse and skilled board[179]. - The compensation and nominating committee held four meetings in fiscal year 2024, with all members attending 100% of the meetings except for one member who attended 80%[209]. - The Board of Directors held nine meetings and fourteen committee meetings in fiscal year 2024, with all directors attending 100% of the meetings except for three directors who attended 80%[208]. Strategic Initiatives - The company launched several new collections under the Birks brand in fiscal 2024, enhancing its product offerings[88]. - The company is implementing a new ERP system with Microsoft Dynamics D365 for Retail to enhance retail operations, including POS and supply chain management, although there are risks of operational disruptions during implementation[159]. - The Company plans to continue evaluating store productivity and may close underperforming stores while seeking new prime retail locations[120]. - The Company is actively seeking alternative financing sources, including public or private equity and asset disposals, to support its operations[113]. Market Position and Compliance - The company has a significant historical reputation as a designer and retailer of fine jewelry, which distinguishes it from competitors[203]. - The company expects to maintain its status as a "foreign private issuer," allowing it to file less information with the SEC compared to U.S. companies[193]. - The company may face challenges in the future regarding compliance with NYSE American's continued listing standards, which could impact its stock trading status[192]. - Major shareholders include The Grande Rousse Trust and Meritus Trust Company Limited, each holding 71.11% of Class A voting shares[183]. Employee and Compensation - The aggregate compensation paid to the four executive officers was approximately $1,770,000 in annual salary[141]. - As of March 30, 2024, the company employed approximately 290 persons, with no employees governed by a collective bargaining agreement[153]. - As of March 30, 2024, the total number of employees decreased to 290 from 313 as of March 25, 2023, representing a reduction of approximately 7.3%[180]. - Each non-employee director is entitled to receive deferred stock units valued at US$45,000 starting September 2023[140]. Risks and Challenges - The Company faced challenges in fiscal 2024 due to store renovations and inflationary pressures affecting consumer spending[118]. - The Company is exposed to currency exchange risks that could materially affect its results of operations and financial condition[217]. - The company has established an allowance for slow-moving finished goods inventory, reflecting estimation uncertainty based on future demand and market conditions[157].

MONTREAL--(BUSINESS WIRE)--Birks Group Inc. (the “Company” or “Birks Group”) (NYSE American: BGI), reported its sales results for the 8 week interim sales period ended December 30th, 2023 (the “FY2024 Holiday Period”) resulting in an increase of 8.1% in net sales as compared to the same period in FY2023. Comparable store sales for the FY2024 Holiday Period increased by 3.0% as compared to the same period in FY2023. The 8.1% increase in net sales for the FY2024 Holiday Period, as compared to the same period ...

Sales Performance - Comparable store sales increased by 4.3% for the 26 weeks ended September 23, 2023, compared to an increase of 8.2% for the same period in 2022, driven by strong performance in branded watches and jewelry [29]. - Total net sales for the twenty-six week period ended September 23, 2023 were $87.8 million, an increase of $7.8 million, or 9.7%, compared to $80.0 million for the same period in 2022 [31]. - Retail segment sales to external customers increased to $82,508 thousand for the 26 weeks ended September 23, 2023, compared to $74,712 thousand for the same period in 2022, representing a growth of 10.4% [100]. - The increase in comparable store sales is attributed to the improving third-party brand portfolio and client offerings [29]. - The company operates 21 retail stores across Canada and has reported total net sales of $87.8 million for the 26 weeks ended September 23, 2023, compared to $80.0 million for the same period in 2022, representing a year-over-year increase of 9.8% [99]. Financial Performance - Gross profit was $36.1 million, representing a gross margin of 41.1%, down from 42.3% in the prior year, primarily due to a shift in product mix and lower foreign exchange gains [32]. - EBITDA for the twenty-six week period was $4.96 million, or 5.6% of net sales, compared to $2.89 million, or 3.6% of net sales, in the prior year [47]. - Operating income improved to $495,000, a significant turnaround from an operating loss of $673,000 in the previous year [74]. - The company reported a net loss of $1,482,000 for the 26 weeks ended September 23, 2023, an improvement from a net loss of $1,996,000 in the same period last year [74]. - The company recorded a net loss of $1.5 million for the twenty-six week period ended September 23, 2023, compared to a net loss of $2.0 million for the same period in 2022, representing a 25% improvement in net loss year-over-year [90]. Expenses and Costs - Marketing expenses represented approximately 4.2% of sales during the 26 weeks ended September 23, 2023, down from 4.6% during the same period in 2022 [22]. - SG&A expenses increased to $32.5 million, or 37.0% of net sales, down from 39.9% in the prior year, driven by higher operating costs but offset by lower stock-based compensation [33]. - Depreciation and amortization expense rose to $3.1 million from $2.6 million, attributed to increased capital expenditures for store renovations and e-commerce improvements [34]. - Interest and other financing costs increased to $3.4 million, primarily due to a 340 basis point rise in the weighted average interest rate and higher outstanding amounts on the Amended Credit Facility [35]. Cash Flow and Liquidity - Net cash provided by operating activities was $0.5 million for the twenty-six week period ended September 23, 2023, a $5.2 million increase compared to a net cash used of $4.8 million in the same period last year [58]. - The company reported a decrease in net cash used in investing activities to $4.3 million for the twenty-six week period ended September 23, 2023, down from $4.9 million in the prior year [59]. - Financing activities provided $4.6 million in cash during the twenty-six week period ended September 23, 2023, compared to $9.3 million in the same period last year, reflecting a decrease in bank indebtedness [60]. - As of September 23, 2023, the Company had $72.9 million in credit facility availability, with $59.8 million borrowed and an excess borrowing capacity of $13.1 million [53]. - The company expects to maintain excess availability of at least $8.5 million for the next twelve months, ensuring compliance with its financing covenants [90]. Debt and Financing - The company entered into an Amended Credit Facility with Wells Fargo Canada Corporation, extending the maturity date to December 2026 and allowing for an increase in commitments by up to $5.0 million [49]. - The company has $72.1 million of floating-rate debt, with a potential annual interest expense change of approximately $0.7 million for a 100 basis point fluctuation in interest rates [62]. - The company has $5.9 million outstanding on a term loan with Investissement Québec, which is part of a $10 million loan secured to fund working capital needs [90]. - The weighted average interest rate for the 26 weeks ended September 23, 2023, was 7.8%, significantly higher than 4.4% for the same period in 2022 [97]. Inventory and Assets - Total current assets increased to $105,803,000 as of September 23, 2023, compared to $103,690,000 as of March 25, 2023 [71]. - The company’s inventories increased to $92,025,000 from $88,357,000, showing a rise of 1.9% [71]. - Total assets rose to $197,300,000 from $196,981,000, reflecting a slight increase in the company's overall asset base [71]. - The company recorded a valuation allowance of $25.8 million against its net deferred tax assets as of September 23, 2023, unchanged from $24.8 million as of March 25, 2023 [93]. Economic and Market Conditions - Inflationary pressures may affect the Company's ability to maintain SG&A expenses as a percentage of revenues in future periods [16]. - The company will continue to monitor economic conditions that may impact consumer spending and discretionary income [16]. - The company anticipates that rising inflation and interest rates may impact consumer spending and discretionary income, potentially affecting future sales [89]. - The company experienced no government-mandated closures during the twenty-six week period ended September 23, 2023, contrasting with previous years affected by pandemic restrictions [89]. Strategic Initiatives - The Company aims to grow sales, gross margin, and optimize profitability and cash flow to enhance EBITDA [23]. - The Company plans to expand its Birks product brand through international channels and e-commerce to drive long-term growth [24]. - The company expects to evaluate the productivity of existing stores and plans to close unproductive stores while opening new ones in prime retail locations [68]. - The joint venture with FWI LLC, RMBG Retail Vancouver ULC, became operational in Fiscal 2023, impacting sales recognition through the equity method of accounting [20].

Financial Performance - For the fiscal year ended March 25, 2023, Birks Group reported total net sales of $163.0 million, a decrease of $18.3 million or 10.1% compared to the previous fiscal year[15]. - Gross profit for the fiscal year was $68.0 million, down $8.2 million or 10.8% from fiscal 2022[15]. - The company's EBITDA for fiscal 2023 was $3.8 million, a decrease of $6.5 million compared to $10.3 million in fiscal 2022[17]. - Birks Group reported an operating loss of $3.8 million for fiscal 2023, down from an operating income of $4.5 million in fiscal 2022[17]. - The net loss for fiscal 2023 was $7.4 million, or $0.40 per share, compared to a net income of $1.3 million, or $0.07 per share, in fiscal 2022[17]. - The net loss for the fiscal year ended March 25, 2023, was $(7,432) thousand, or -4.6% of net sales, compared to a net income of $1,287 thousand, or 0.7% in fiscal 2022[31]. - EBITDA for fiscal 2023 was $3,822 thousand, or 2.3% of net sales, down from $10,278 thousand, or 5.7% in fiscal 2022[31]. Sales and Revenue - Comparable store sales grew by 2.9% year-over-year, driven by strong performance in key markets for third-party branded timepieces and jewelry[4][15]. - Total net sales for fiscal 2023 were $163.0 million, a decrease of $18.3 million, or 10.1% compared to fiscal 2022[30]. - Net retail sales decreased by $14.4 million, primarily due to the exclusion of RMBG sales, despite a 2.9% increase in comparable store sales[30]. Costs and Expenses - The company recognized interest and other financing costs of $5.6 million, an increase of $2.4 million from $3.2 million in fiscal 2022[17]. - SG&A expenses increased to $66.1 million, or 40.6% of net sales, compared to $65.9 million, or 36.3% in fiscal 2022, an increase of 430 basis points[30]. - Foreign exchange losses increased to $1.4 million in fiscal 2023 from $0.2 million in fiscal 2022, impacting gross profit[30]. Strategic Initiatives - The company completed renovations of two key stores in important markets to enhance customer experience[4]. - Birks Group operates 21 stores under the Maison Birks brand and has expanded its presence through partnerships with various retailers across North America[28]. - The strategic focus included reducing sales promotions and discounting, which partially offset the decrease in gross profit margin[30]. Joint Venture Impact - Birks Group's investment in the RMBG joint venture impacted sales and gross profit, as historical sales were recognized at the flagship location and are now accounted for through the joint venture[15][17]. - The company's Vancouver flagship store was excluded from the calculation of comparable store sales due to the RMBG Joint Venture[30]. - The increase in comparable store sales was driven by improvements in the third-party brand portfolio and client offerings[30].

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 ...