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What changed in BIRKS GROUP INC.'s 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of BIRKS GROUP INC.'s 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+412 added−382 removedSource: 20-F (2025-07-25) vs 20-F (2024-07-16)

Top changes in BIRKS GROUP INC.'s 2025 20-F

412 paragraphs added · 382 removed · 302 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

67 edited+42 added−22 removed99 unchanged
Biggest changeWe may not be able to adequately protect our intellectual property and may be required to engage in costly litigation as a protective measure. To establish and protect our intellectual property rights, we rely upon a combination of trademark and trade secret laws, together with licenses, exclusivity agreements and other contractual covenants.
Biggest changeTo establish and protect our intellectual property rights, we rely upon a combination of trademark and trade secret laws, together with licenses, exclusivity agreements and other contractual covenants. In particular, the “Birks” trademarks are of significant value to our operations. The measures we take to protect our intellectual property rights may prove inadequate to prevent misappropriation of our intellectual property.
In addition to regularly evaluating and making changes and upgrades to our information systems, we started the implementation of a new enterprise resource planning (“ERP”) system with the Microsoft Dynamics D365 for Retail platform in order to update our retail systems including point of sale (POS), supply chain, warehouse management, wholesale, and finance.
In addition to regularly evaluating and making changes and upgrades to our information systems, we had started the implementation of a new enterprise resource planning (“ERP”) system with the Microsoft Dynamics D365 for Retail platform in order to update our retail systems including point of sale (POS), supply chain, warehouse management, wholesale, and finance.
The going concern of presentation assumes that the Company will continue its operations for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Additional financing or capital that may be required may not be available on commercially reasonable terms, or may not be available at all.
The going concern basis of presentation assumes that the Company will continue its operations for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Additional financing or capital required may not be available on commercially reasonable terms or may not be available at all.
The Company’s success also depends upon its reputation for integrity in sourcing its merchandise, which, if adversely affected could impact consumer sentiment and willingness to purchase the Company’s merchandise. 11 Legal and Compliance Risks Applicable laws and regulations related to consumer credit may adversely affect our business.
The Company’s success also depends upon its reputation for integrity in sourcing its merchandise, which, if adversely affected could impact consumer sentiment and willingness to purchase the Company’s merchandise. Legal and Compliance Risks Applicable laws and regulations related to consumer credit may adversely affect our business.
Litigation of this type could result in substantial costs and diversion of resources, may result in counterclaims or other claims against us and could significantly harm our results of operations. 8 A significant data privacy breach or security breach of our information systems could disrupt or negatively affect our business.
Litigation of this type could result in substantial costs and diversion of resources, may result in counterclaims or other claims against us and could significantly harm our results of operations. A significant data privacy breach or security breach of our information systems could disrupt or negatively affect our business.
Remote work could increase our cyber security risk, create data accessibility concerns, and make us more susceptible to communication disruptions, any of which could adversely impact our business operations. 9 Failure to successfully implement or make changes to information systems could disrupt or negatively impact our business.
Remote work could increase our cyber security risk, create data accessibility concerns, and make us more susceptible to communication disruptions, any of which could adversely impact our business operations. Failure to successfully implement or make changes to information systems could disrupt or negatively impact our business.
Such tariffs and, if enacted, any further legislation or actions taken by the U.S. government that restrict trade, such as additional tariffs or trade barriers, and other protectionist or retaliatory measures taken by governments in Europe, Asia and elsewhere, could have a negative effect on the Company’s ability to sell products in those markets.
Such tariffs and, if enacted, any further legislation or actions taken by the U.S. government that restrict trade, such as additional tariffs or trade barriers, and other protectionist or retaliatory measures taken by governments in Europe, Asia and elsewhere, could have a negative effect on the Company’s ability to sell products in or source products from those markets.
On July 15, 2024, the Company obtained a support letter from one if its shareholders, Mangrove Holding S.A., providing financial support in an amount of up to $3.75 million, of which $1.0 million would be available after January 1, 2025.
On July 15, 2024, the Company obtained a support letter (“Shareholder Support Letter”) from one if its shareholders, Mangrove Holding S.A., providing financial support in an amount of up to $3.75 million, of which $1.0 million would be available after January 1, 2025.
A downturn in the global economy, including as a result of general economic conditions, such as inflation or interest rate increases, can significantly affect consumer purchases of discretionary items, which could materially impact our sales, profitability and financial condition.
A downturn in the global economy, including as a result of general economic conditions, such as inflation, interest rate increases, or tariffs or retaliatory tariffs, can significantly affect consumer purchases of discretionary items, which could materially impact our sales, profitability and financial condition.
Such protests can disrupt foot traffic at our stores, thereby negatively impacting sales, cause temporary store closures, and lead to inventory shrinkage, and property damage, all of which could adversely impact our sales and results from operations. Environmental and climate changes could affect the Company’s business.
Such protests can disrupt foot traffic at our stores, thereby negatively impacting sales, cause temporary store closures, and lead to inventory shrinkage, and property damage, all of which could adversely impact our sales and results from operations. 10 Table of Contents Environmental and climate changes could affect the Company’s business.
To the extent that the economy and other conditions affecting our business are significantly worse than we anticipate, we may not achieve our projected level of financial performance and we may determine that we do not have sufficient capital to fund our operations. 2 Our business, financial condition, results of operations and cash flows have been and may continue to be adversely impacted by the COVID-19 pandemic or other public health crisis, disease outbreak, epidemic or pandemic.
To the extent that the economy and other conditions affecting our business are significantly worse than we anticipate, we may not achieve our projected level of financial performance, and we may determine that we do not have sufficient capital to fund our operations. 3 Table of Contents Our business, financial condition, results of operations and cash flows have been and may continue to be adversely impacted by the COVID-19 pandemic or other public health crisis, disease outbreak, epidemic or pandemic.
While these factors and the effect of these factors are difficult to predict, any one or more of them could lower the Company’s revenues, impact its cash flow, increase its costs, reduce its earnings or disrupt its business. 12 Risks Related to Class A Voting Shares Our share price could be adversely affected if a large number of Class A voting shares are offered for sale or sold.
While these factors and the effect of these factors are difficult to predict, any one or more of them could lower the Company’s revenues, impact its cash flow, increase its costs, reduce its earnings or disrupt its business. 11 Table of Contents Risks Related to Class A Voting Shares Our share price could be adversely affected if a large number of Class A voting shares are offered for sale or sold.
In fiscal 2024, merchandise supplied by our largest luxury timepiece supplier and sold through our stores accounted for approximately 27% of our total net sales (20% in fiscal 2023). Our relationships with primary suppliers are generally not pursuant to long-term agreements. We obtain materials and manufactured items from third-party suppliers.
In fiscal 2025, merchandise supplied by our largest luxury timepiece supplier and sold through our stores accounted for approximately 29% of our total net sales (27% in fiscal 2024). Our relationships with primary suppliers are generally not pursuant to long-term agreements. We obtain materials and manufactured items from third-party suppliers.
Consequently, our business is sensitive to a number of factors that are beyond our control, and that influence consumer spending, including general economic conditions, interest and tax rates, inflation, consumer confidence in future economic conditions, domestic and international geopolitical conditions, the availability of consumer credit, consumer indebtedness levels, tourism, recession and fears of recession, disposable consumer income, level of customer traffic in shopping malls and other retail centers, conditions in the housing market, consumer perceptions of personal well-being and security, fuel prices, inclement weather, foreign exchange rates, sales tax rate increases, pandemics, such as the COVID-19 pandemic, epidemics, disease outbreaks, and other public health crises, and war and fears of war.
Consequently, our business is sensitive to a number of factors that are beyond our control, and that influence consumer spending, including general economic conditions, interest and tax rates, inflation, tariffs and retaliatory tariffs, consumer confidence in future economic conditions, domestic and international geopolitical conditions, the availability of consumer credit, consumer indebtedness levels, tourism, recession and fears of recession, disposable consumer income, level of customer traffic in shopping malls and other retail centers, conditions in the housing market, consumer perceptions of personal well-being and security, fuel prices, inclement weather, foreign exchange rates, sales tax rate increases, pandemics, epidemics, disease outbreaks, and other public health crises, and war and fears of war.
On December 24, 2021, the Company entered into an amended and restated senior secured revolving credit facility (“Amended Credit Facility”) with Wells Fargo Canada Corporation. The Amended Credit Facility extended the maturity date of the Company’s pre-existing loan from October 2022 to December 2026.
On December 24, 2021, the Company entered into an amended and restated senior secured revolving credit facility (“Amended Credit Facility”) with Wells Fargo Capital Finance Corporation Canada (“Wells Fargo”, successor to Wells Fargo Canada Corporation). The Amended Credit Facility extended the maturity date of the Company’s pre-existing loan from October 2022 to December 2026.
Many uncontrollable factors can impact our ability to renew these leases, including but not limited to, competition for key locations from other retailers. Only three of the Company’s store leases are renewable within the next two years and such stores generated approximately 4.8% of our fiscal 2024 net sales.
Many uncontrollable factors can impact our ability to renew these leases, including but not limited to, competition for key locations from other retailers. Only four of the Company’s store leases are renewable within the next two years and such stores generated approximately 15.8% of our fiscal 2025 net sales.
These amounts can be borrowed, if needed, when deemed necessary by the Company, upon approval by the Company’s Board of Directors, until at least July 31, 2025, to assist the Company in satisfying its obligations and debt service requirements as they come due in the normal course of operations, or in meeting its financial covenant requirements of maintaining minimum excess availability levels of $8.5 million at all times as required by its Amended Credit Facility and Amended Term Loan.
These amounts can be borrowed, if needed, when deemed necessary by the Company, upon approval by the Company’s Board of Directors, until at least July 31, 2025, to assist the Company in satisfying its obligations and debt service requirements as they come due in the normal course of operations, or in meeting its minimum excess availability levels at all times as defined in the Amended Credit Facility and Amended Term Loan.
The term loan with Investissement Québec requires the Company on an annual basis to have a working capital ratio (defined as current assets divided by current liabilities excluding the current portion of operating lease liabilities) of at least 1.01.
The term loan with Investissement Québec requires the Company on an annual basis to have a working capital ratio (defined as current assets divided by current liabilities excluding the current portion of operating lease liabilities) of at least 1.01. As of March 29, 2025, the working capital ratio was 0.88.
To the extent that the economy and other conditions affecting our business are significantly worse than we anticipate, we may not achieve our projected level of financial performance and we may determine that we do not have sufficient capital to fund our operations.
To the extent that the economy and other conditions affecting our business are significantly worse than we anticipate, we may not achieve our projected level of financial performance, and we may determine that we do not have sufficient capital to fund our operations in which case we would need to cease our operations.
Accordingly, significant changes in the availability or prices of diamonds, gemstones, and precious metals we require for our products could adversely affect our earnings. We do not hedge a material portion of the price of raw materials. A significant increase in the price and availability of these materials could adversely affect our net sales and gross margins.
Accordingly, significant changes in the availability or prices of diamonds, gemstones, and precious metals we require for our products could adversely affect our earnings. We do not hedge a material portion of the price of raw materials.
There is no assurance the Company will meet its covenant at March 29, 2025, or future years, or that if not met, waivers would be available. If a waiver is not obtained, cross defaults with our Amended Credit Facility and our Amended Term Loan would arise.
There is no assurance the Company will meet its working capital ratio covenant at March 28, 2026, or future years, or that if not met, waivers would be available. If a waiver is not obtained, cross defaults with our Amended Credit Facility and our Amended Term Loan would arise.
The capital expenditures related to remodeling some of our retail stores are estimated to be approximately $6.4 million during fiscal 2025. These planned capital expenditures are at the discretion of the Company, are not required by our landlords, and are not yet fully committed.
The capital expenditures related to remodeling some of our retail stores are estimated to be approximately $2.1 million during fiscal 2026. These planned capital expenditures are at the discretion of the Company, are not required by our landlords, and are not yet fully committed.
As of May 31, 2024, we had 11,472,999 Class A voting shares issued and outstanding. Sales of restricted securities in the public market, or the availability of these Class A voting shares for sale, could adversely affect the market price of Class A voting shares.
As of May 31, 2025, we had 11,876,717 Class A voting shares issued and outstanding. Sales of restricted securities in the public market, or the availability of these Class A voting shares for sale, could adversely affect the market price of Class A voting shares.
That section applies if a listed company has stockholders’ equity of less than U.S. $4.0 million and has reported losses and/or net losses in three of its four most recent fiscal years.
Section 1003(a)(ii) applies if a listed company has stockholders’ equity of less than U.S. $4.0 million and has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years.
That section applies if a listed company has stockholders’ equity of less than U.S.$2.0 million and has reported losses and/or net losses in two of its three most recent fiscal years.
Section 1003(a)(i) applies if a listed company has stockholders’ equity of less than U.S. $2.0 million and has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years.
Some examples of how high levels of indebtedness could affect our results of operations, liquidity and financial condition may include the following: • make it difficult for us to satisfy our obligations with respect to our indebtedness; • increase our vulnerability to adverse economic and industry conditions; • increase our vulnerability to fluctuations in interest rates; 4 • require us to dedicate a substantial portion of cash from operations to the payment of debt service, thereby reducing the availability of cash to fund working capital, capital expenditures and other general corporate purposes; • limit our ability to obtain additional financing for working capital, capital expenditures, general corporate purposes or acquisitions; • place us at a disadvantage compared to our competitors that have a lower degree of leverage; and • negatively affect the price of our stock.
Some examples of how high levels of indebtedness could affect our results of operations, liquidity and financial condition may include the following: • make it difficult for us to satisfy our obligations with respect to our indebtedness; • increase our vulnerability to adverse economic and industry conditions; • increase our vulnerability to fluctuations in interest rates; 4 Table of Contents • require us to dedicate a substantial portion of cash from operations to the payment of debt service, thereby reducing the availability of cash to fund working capital, capital expenditures and other general corporate purposes; • limit our ability to obtain additional financing for working capital, capital expenditures, general corporate purposes or acquisitions; • place us at a disadvantage compared to our competitors that have a lower degree of leverage; and • negatively affect the price of our stock. 5 Table of Contents Consequently, our belief that we currently have sufficient liquidity to fund our operations is based on certain assumptions about the future state of the economy, the future availability of borrowings to fund our operations and our future operating performance.
The terms of our Amended Credit Facility and Amended Term Loan expire in December 2026, and as such, financing may be unavailable in amounts or on terms similar to the current agreements or acceptable to us, if at all, which could have a material adverse impact on our business, including our ability to continue as a going concern.
Failure to obtain such additional financing or capital could have an adverse impact on our liquidity and financial condition including our ability to continue as a going concern. 7 Table of Contents The terms of our Amended Credit Facility and Amended Term Loan expire in December 2026, and as such, financing may be unavailable in amounts or on terms similar to the current agreements or acceptable to us, if at all, which could have a material adverse impact on our business, including our ability to continue as a going concern.
Amounts drawn under this support letter will bear interest at an annual rate of 15%. However, there will be no interest or principal repayments prior to July 31, 2025.
Amounts drawn under these support letters will bear interest at an annual rate of 15%. However, there will be no interest or principal repayments prior to July 31, 2026.
Litigation may be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others.
Monitoring the unauthorized use of our intellectual property is difficult. Litigation may be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others.
The adjustment was effective on June 26, 2024. On June 29, 2018, the Company secured a $12.5 million Term Loan maturing in October 2022 with Crystal Financial LLC (now known as SLR Credit Solutions) (“SLR”). On December 24, 2021, the Company entered into an amended and restated senior secured term loan (“Amended Term Loan”) with SLR.
On June 29, 2018, the Company secured a $12.5 million Term Loan maturing in October 2022 with Crystal Financial LLC (D/B/A SLR Credit Solutions) (“SLR”). On December 24, 2021, the Company entered into an amended and restated senior secured term loan (“Amended Term Loan”) with SLR.
There is no limit to the amount of discretionary reserves that our lenders may impose at their reasonable discretion. 6 No discretionary reserves were imposed during fiscal 2024, fiscal 2023, and fiscal 2022, by our current or former lenders. For fiscal 2024 and 2023, the Company reported net losses of $4.6 million and $7.4 million, respectively.
There is no limit to the amount of discretionary reserves that our lenders may impose at their reasonable discretion. No discretionary reserves were imposed during fiscal 2025, fiscal 2024, and fiscal 2023, by the Company’s senior secured lenders. For fiscal 2025, 2024 and 2023, the Company reported net losses of $12.8 million, $4.6 million and $7.4 million, respectively.
The Amended Term Loan also allows for periodic revisions of the annual interest rate to CDOR plus 7.00% or CDOR plus 6.75% depending on the Company complying with certain financial covenants.
The Amended Term Loan also allows for periodic revisions of the annual interest rate to CDOR plus 7.00% or CDOR plus 6.75% depending on the Company complying with certain financial covenants. On June 26, 2024, the Company entered into an amendment to the Amended Term Loan with SLR.
As previously reported, on August 13, 2020, the Company was notified by NYSE American that it was not in compliance with the continued listing standards set forth in Section 1003(a)(ii) of the Company Guide.
As previously reported, in August 2020, December 2020 and July 2021, the Company was notified by NYSE American that it was not in compliance with the continued listing standards set forth in Section 1003(a)(i), (ii) and (iii) of the Company Guide.
In accordance with the procedures and requirements of Section 1009 of the Company Guide, the Company submitted its plan of compliance on September 6, 2020 addressing how the Company intends to regain compliance with Section 1003(a)(ii) of the Company Guide.
In accordance with the procedures and requirements of Section 1009 of the Company Guide, the Company submitted its plan of compliance on March 27, 2025, addressing how the Company intends to regain compliance with Section 1003(a)(i) and (ii) of the Company Guide.
Failure to obtain such additional financing or capital could have an adverse impact on our liquidity and financial condition including our ability to continue as a going concern.
Failure to obtain such additional financing or capital could have an adverse impact on our liquidity and financial condition including our ability to continue as a going concern, in which case we would need to cease our operations.
The term loan with Investissement Québec requires the Company on an annual basis to have a working capital ratio (defined as current assets divided by current liabilities excluding the current portion of operating lease liabilities) of at least 1.01 at the end of the Company’s fiscal year.
As of March 29, 2025, the Company has $4.3 million outstanding on the loan. The term loan with Investissement Québec requires the Company, on an annual basis, to have a working capital ratio (defined as current assets divided by current liabilities excluding the current portion of operating lease liabilities) of at least 1.01.
Along with the increase in bank indebtedness, interest expense has also increased as a result of the rise in interest rates. In fiscal 2023, the Company’s total indebtedness increased by $15.3 million driven primarily by an increase in bank indebtedness as a result of negative cash flows from operations.
In fiscal 2024, the Company’s total indebtedness increased by $8.1 million driven primarily by an increase in bank indebtedness as a result of negative cash flows from operations. Along with the increase in bank indebtedness, interest expense also increased as a result of the level indebtedness and the interest rates.
Our lenders under our Amended Credit Facility and our Amended Term Loan may impose, at any time, discretionary reserves, which would lower the level of borrowing availability under our credit facilities (customary for asset-based loans), at their reasonable discretion, to: i) ensure that we maintain adequate liquidity for the operation of our business, ii) cover any deterioration in the value of the collateral, and iii) reflect impediments to the lenders to realize upon the collateral.
Our borrowing capacity under both the Amended Credit Facility and Amended Term Loan is based upon the value of our inventory and accounts receivable, which are periodically assessed by our lenders and based upon these reviews, our borrowing capacity could be significantly increased or decreased. 6 Table of Contents Our lenders under our Amended Credit Facility and our Amended Term Loan may impose, at any time, discretionary reserves, which would lower the level of borrowing availability under our credit facilities (customary for asset-based loans), at their reasonable discretion, to: i) ensure that we maintain adequate liquidity for the operation of our business, ii) cover any deterioration in the value of the collateral, and iii) reflect impediments to the lenders to realize upon the collateral.
Our debt levels fluctuate from time to time based on seasonal working capital needs. In fiscal 2024, the Company’s total indebtedness increased by $8.1 million driven primarily by an increase in bank indebtedness as a result of negative cash flows from operations.
The level of our indebtedness could adversely affect our operations, liquidity and financial condition. Our debt levels fluctuate from time to time based on seasonal working capital needs. In fiscal 2025, the Company’s total indebtedness increased by $9.6 million driven primarily by an increase in bank indebtedness as a result of negative cash flows from operations.
Any such disruptions, inadequate internal controls or the failure to successfully implement new or upgraded systems such as those referenced above, could have a material adverse effect on our results of operations and could also affect our reputation, our relationship with customers and our brands.
Any such disruptions, inadequate internal controls or the failure to successfully implement new or upgraded systems such as those referenced above, could have a material adverse effect on our results of operations and could also affect our reputation, our relationship with customers and our brands. 9 Table of Contents Our customer, employee and vendor relationships could be negatively affected if we fail to maintain our corporate culture and reputation.
As of May 31, 2024, The Grande Rousse Trust (“Grande Rousse”) beneficially owns or controls 71.1% of all classes of our outstanding voting shares, which are directly owned by Mangrove Holdings S.A (“Mangrove”) and Montel Sarl (“Montel”), previously Montrovest B.V. Montel and Mangrove own 46.1% and 25.1% of our outstanding voting shares respectively.
As of May 31, 2025, The Grande Rousse Trust (“Grande Rousse”) beneficially owns or controls 69.6% of all classes of our outstanding voting shares, which are directly owned by Mangrove and Montel Sarl (“Montel”), previously Montrovest B.V. Montel and Mangrove own 45.2% and 24.5% of our outstanding voting shares respectively.
If NYSE American delists our common stock from trading on the exchange and we are not able to list our securities on another national securities exchange, we expect our common stock would qualify to be quoted on an over-the-counter market.
If delisting proceedings are instituted against us, we would have the right to appeal any delisting determination. 12 Table of Contents If NYSE American delists our common stock from trading on the exchange and we are not able to list our securities on another national securities exchange, we expect our common stock would qualify to be quoted on an over-the-counter market.
A portion of the purchases we make from our suppliers are denominated in U.S. dollars. As a result, a depreciation of the Canadian dollar against the U.S. dollar would increase the cost of acquiring those goods in Canadian dollars, which would have a negative effect on our gross profit margin.
As a result, a depreciation of the Canadian dollar against these currencies would increase the cost of acquiring those goods in Canadian dollars, which would have a negative effect on our gross profit margin.
In the event that excess availability falls below $8.5 million for more than two consecutive business days once during any fiscal month, this would be considered an event of default under the Amended Credit Facility and Amended Term Loan agreements, that provides the lenders the right to require the outstanding balances borrowed under our Amended Credit Facility and Amended Term Loan to become due immediately, which would result in cross defaults on our other borrowings.
In the event that excess availability falls below the minimum excess availability as defined in the Amended Credit Facility and Amended Term Loan, this would be considered an event of default under the Amended Credit Facility and Amended Term Loan, that provides the lenders the right to require the outstanding balances borrowed under our Amended Credit Facility and Amended Term Loan to become due immediately, which would result in cross defaults on our other borrowings.
We expect to have excess availability of at least $8.5 million for at least the next twelve months. On October 23, 2017, the Company entered into a credit facility with Wells Fargo Canada Corporation for a maximum amount of $85.0 million and maturing in October 2022.
On October 23, 2017, the Company entered into a credit facility with Wells Fargo Canada Corporation for a maximum amount of $85.0 million and maturing in October 2022.
Our management and other personnel devote a substantial amount of time and financial resources to these compliance initiatives. As such, if it is determined in the future that the costs and efforts of being a public company outweigh the benefits of being a public company, we may decide to discontinue our status as a publicly traded or registered company. 14
As such, if it is determined in the future that the costs and efforts of being a public company outweigh the benefits of being a public company, we may decide to discontinue our status as a publicly traded or registered company. 13 Table of Contents
The Amended Credit Facility bears interest at a rate of the Canadian Dollar Offered Rate (“CDOR”) plus a spread ranging from 1.5% - 2.0% depending on the Company’s excess availability levels.
On September 6, 2024, the Company exercised the option to increase the maximum amount under the facility by $5.0 million to reach $90.0 million. The Amended Credit Facility bears interest at a rate of the Canadian Dollar Offered Rate (“CDOR”) plus a spread ranging from 1.5% - 2.0% depending on the Company’s excess availability levels.
Any delay or interruption in our suppliers’ abilities to provide us with necessary materials and components, may require us to seek alternative supply sources. Any delay or interruption in receiving supplies could impair our ability to supply products to our stores and, accordingly, could have a material adverse effect on our business, results of operations and financial condition.
Any delay or interruption in receiving supplies or a reduction in product allocations could impair our ability to supply products to our stores and, accordingly, could have a material adverse effect on our business, results of operations and financial condition.
Furthermore, on December 9, 2020, the Company was notified by NYSE American that it was not in compliance with the continued listing standards set forth in Section 1003(a)(i) of the Company Guide.
On February 25, 2025, the Company was notified by NYSE American LLC (“NYSE American”) that it was not in compliance with the continued listing standards set forth in Section 1003(a)(i) and (ii) of the NYSE American Company Guide (the “Company Guide”).
Financing may be unavailable in amounts or on terms acceptable to the Company if at all, which may have a material adverse impact on its business, including its ability to continue as a going concern. 7 Operational Risks Our business could be adversely affected if we are unable to continue to lease retail stores in prime locations and successfully negotiate favorable lease terms.
Financing may be unavailable in amounts or on terms acceptable to the Company if at all, which may have a material adverse impact on its business, including its ability to continue as a going concern.
The Company conducts retail operations in Canada and conducts wholesale operations in North America, the United Kingdom and the European Union. The Company sources its inventory from several suppliers within and outside North America, and has cross border financing arrangements. As a result, the Company is subject to the risks of doing business in jurisdictions within and outside North America.
The Company conducts retail operations in Canada and conducts some wholesale operations in North America, the United Kingdom and the European Union, which wholesale operations will be wound down by the end 2025. The Company sources its inventory from several suppliers within and outside North America, and has cross border financing arrangements.
Consumer demand may be impacted amidst the uncertainty caused by a public health crisis, disease outbreak, epidemic or pandemic which could negatively impact our retail business as well as the businesses of our retail partners. Our business is particularly sensitive to reductions in discretionary spending by consumers.
A public health crisis or disease outbreak, epidemic or pandemic, such as COVID-19, or the threat or fear of such events, has adversely impacted and could continue to adversely impact our business. Consumer demand may be impacted amidst the uncertainty caused by a public health crisis, disease outbreak, epidemic or pandemic which could negatively impact our retail business.
The Company had a negative working capital as at March 30, 2024 and March 25, 2023 and a positive working capital as at March 26, 2022. Maintenance of sufficient availability of funding through an adequate amount of committed financing is necessary for the Company to fund its day-to-day operations.
Maintenance of sufficient availability of funding through an adequate amount of committed financing is necessary for the Company to fund its day-to-day operations.
The following table sets forth our total indebtedness (including bank indebtedness and current and long-term portion of debt), total stockholders’ equity (deficiency), total capitalization and ratio of total indebtedness to total capitalization as of (dollars in thousands): March 30, 2024 March 25, 2023 Total indebtedness (consisting of bank indebtedness and long-term debt, including current portion) $ 90,311 $ 82,203 Total stockholders’ equity (deficiency) $ (5,149 ) (603 ) Total capitalization $ 85,162 $ 81,600 Ratio of total indebtedness to total capitalization 106.0 % 100.7 % This level of leverage could adversely affect our results of operations, liquidity and financial condition.
The following table sets forth our total indebtedness (including bank indebtedness and current and long-term portion of debt), total stockholders’ equity (deficiency), total capitalization and ratio of total indebtedness to total capitalization as of March 29, 2025, and March 30, 2024 (dollars in thousands): March 29, 2025 March 30, 2024 Total indebtedness (consisting of bank indebtedness and long-term debt, including current portion) $ 99,864 $ 90,311 Total stockholders’ equity (deficiency) $ (18,011 ) $ (5,149 ) Total capitalization $ 81,853 $ 85,162 Ratio of total indebtedness to total capitalization 122.0 % 106.0 % Our ratio of total indebtedness to total capitalization is high due to lack of capital injection and increasing debt.
The Company generates the majority of its net sales in Canada. The Company also relies on certain foreign third-party vendors and suppliers.
As a result, the Company is subject to the risks of doing business in jurisdictions within and outside North America. The Company generates substantially all of its net sales in Canada. The Company also relies on certain foreign third-party vendors and suppliers.
Historically, we have generally been successful in negotiating and improving leases for renewal as our current leases near expiration. As of May 31, 2024, we had 22 leased retail stores.
Operational Risks Our business could be adversely affected if we are unable to continue to lease retail stores in prime locations and successfully negotiate favorable lease terms. Historically, we have generally been successful in negotiating and improving leases for renewal as our current leases near expiration. As of May 31, 2025, we had 25 leased retail stores.
Failure to attract and retain qualified executive officers, managers and other key employees could materially and adversely affect the Company’s business, results of operations or financial condition. 10 Risks Related to External Factors, including Regulations We are exposed to currency exchange risks that could have a material adverse effect on our results of operations and financial condition.
Risks Related to External Factors, including Regulations We are exposed to currency exchange risks that could have a material adverse effect on our results of operations and financial condition. A portion of the purchases we make from our suppliers are denominated in currencies other than the Canadian dollar.
The Company’s excess availability was above $8.5 million throughout fiscal 2024 and 2023. On June 26, 2024, the Company entered into an amendment to the Amended Credit Facility with Wells Fargo Capital Finance Corporation Canada.
On June 26, 2024, the Company entered into an amendment to the Amended Credit Facility with Wells Fargo.
The Company’s success is also dependent on its continuing ability to identify, hire, train, retain and motivate highly qualified personnel.
The Company’s success is also dependent on its continuing ability to identify, hire, train, retain and motivate highly qualified personnel. Failure to attract and retain qualified executive officers, managers and other key employees could materially and adversely affect the Company’s business, results of operations or financial condition.
If at any time in the future, we are unable to assert that our internal control over financial reporting is effective, market perception of our financial condition and the trading price of our stock may be adversely affected and customer perception of our business may suffer, all of which could have a material adverse effect on our operations.
If we are unable to remediate these material weaknesses or if we identify additional significant deficiencies or material weaknesses in our internal control over financial reporting in the future, it could have a material adverse effect on our operations, our financial condition and the trading price of our stock.
The Company reported net income of $1.3 million for fiscal 2022. The Company used cash from operating activities of $0.2 million and $6.9 million in fiscal 2024 and 2023, respectively, and generated cash from operating activities of $18.6 million in fiscal 2022.
The Company used cash from operating activities of $1.9 million, $0.2 million and $6.9 million in fiscal 2025, 2024 and 2023, respectively. The Company had a negative working capital as at March 29, 2025, March 30, 2024 and March 25, 2023.
On February 6, 2022, the Company was notified by NYSE American LLC (“NYSE American”) that it was back in compliance with all of the NYSE American’s continued listing standards set forth in Part 10 of the NYSE American Company Guide (“Company Guide”).
In February 2022, the Company was notified by NYSE American that it was back in compliance with all the continued listing standards set forth in Section 1003(a)(i), (ii), and (iii) of the Company Guide. The Company is subject to periodic review by NYSE American during the Plan Period.
Our assessment of our internal control over financial reporting may identify “material weaknesses” in the future which could reduce confidence in our financial statements and negatively affect the price of our securities. We are subject to reporting obligations under U.S. securities laws.
We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses or identify additional material weaknesses or significant deficiencies in the future, it could reduce confidence in our financial statements and negatively affect our Company and the price of our securities.
On July 8, 2020, the Company secured a new six-year term loan with Investissement Québec, in the amount of $10.0 million, as amended. The secured term loan was used to fund the working capital needs of the Company, of which $4.9 million is outstanding at March 30, 2024.
The secured term loan was used to fund the working capital needs of the Company, of which $2.8 million is outstanding as at March 29, 2025.
Beginning with our Annual Report on Form 20-F for fiscal 2008, Section 404 of the Sarbanes-Oxley Act requires us to prepare a management report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over our financial reporting is not effective.
We are subject to reporting obligations under U.S. securities laws. Section 404 of the Sarbanes-Oxley Act requires us to prepare a management report on the effectiveness of our internal control over financial reporting. In connection with its evaluation for the year ended March 29, 2025, our management identified material weaknesses in our internal control over financial reporting.
On October 22, 2020, NYSE American notified the Company that it accepted the compliance plan and granted the Company an extension for its continued listing until February 6, 2022 (the “Plan Period”).
The plan includes various initiatives, supported by a capital injection that may not be available on commercially reasonable terms, or may not be available at all. On May 13, 2025, NYSE American notified the Company that it accepted the Company’s plan and granted the Company an extension for its continued listing until August 25, 2026 (the “Plan Period”).
Under the Amended Term Loan, the Company is required to adhere to the same financial covenant as under the Amended Credit Facility (maintain minimum excess availability of not less than $8.5 million at all times, except that the Company shall not be in breach of this covenant if excess availability falls below $8.5 million for not more than two consecutive business days once during any fiscal month).
Under the Amended Term Loan, the Company is required to maintain minimum excess availability at all times, as defined in the Amended Credit Facility. The Amended Term Loan is required to be repaid upon maturity.
Removed
A public health crisis or disease outbreak, epidemic or pandemic, such as COVID-19, or the threat or fear of such events, has adversely impacted and could continue to adversely impact our business. COVID-19 significantly impacted our retail stores, sales, foot traffic, and supply chain in fiscal 2020, fiscal 2021 and to a lesser extent fiscal 2022.
Added
Our business is particularly sensitive to reductions in discretionary spending by consumers.
Removed
Our business may be further impacted if the economy deteriorates due to the long-term effects of the COVID-19 pandemic or other public health crises.
Added
Financial and Liquidity Risks The financial statements have been prepared assuming that the Company will continue as a going concern. We have an accumulated deficit of $138.3 million as of March 29, 2025, and a net loss of approximately $12.8 million for the fiscal year ended March 29, 2025 and have negative cash flows from operations.
Removed
To the extent that COVID-19 has affected and continues to adversely affect the Canadian and global economy, our business, results of operations, cash flows, and/or financial condition, may continue to negatively be impacted. 3 Financial and Liquidity Risks The level of our indebtedness could adversely affect our operations, liquidity and financial condition.
Added
The Company received two loans in July 2025 to finance the European Acquisition and support working capital needs (see Current Developments). Our audited financial statements for the fiscal year ended March 29, 2025, were prepared under the assumption that the Company will continue as a going concern.
Removed
Consequently, our belief that we currently have sufficient liquidity to fund our operations is based on certain assumptions about the future state of the economy, the future availability of borrowings to fund our operations and our future operating performance.
Added
If we are unable to meet our financial projections or renew our debt agreements when they become due in December 2026, we may need to raise additional funds through public or private equity or debt financing, including funding from governmental sources, which may not be possible as the success of raising additional funds is beyond our control.
Removed
Under the Amended Credit Facility, our sole financial covenant is to maintain minimum excess availability of not less than $8.5 million at all times, except that we shall not be in breach of this covenant if excess availability falls below $8.5 million for not more than two consecutive business days once during any fiscal month.
Added
In addition, should a substantial doubt exist in the Company’s ability to continue as a going concern, this would trigger an event of default on both the Amended Credit Facility and the Amended Term Loan, and a cross-default on the Company’s other loans. The event of default would result in the debt balances becoming immediately due.
Removed
Under the Amended Credit Facility, the sole financial covenant which the Company is required to adhere to is to maintain minimum excess availability of not less than $8.5 million at all times, except that the Company shall not be in breach of this covenant if excess availability falls below $8.5 million for not more than two consecutive business days once during any fiscal month.
Added
It has worsened progressively from 101.8% as of March 27, 2021, as total indebtedness has increased and stockholders’ deficiency increased from net losses over the period. This level of leverage could adversely affect our results of operations, liquidity and financial condition.
Removed
In addition, the Amended Term Loan includes availability blocks at all times of not less than the greater of $8.5 million and 10% of the borrowing base, including additional seasonal availability blocks imposed from December 20th to January 20th of each year of $5.0 million and from January 21st to January 31st of each year of $2.0 million.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

58 edited+13 added−11 removed75 unchanged
Biggest changeIn addition, we invested $3.2 million for the completion of renovations that started in fiscal 2023 and other partial renovations in certain stores to accommodate brand movement. $1.3 million was invested for various digital transformation initiatives including improvement of our e-commerce platform and the on-going implementation of our ERP system (included in intangible assets), as well as $0.3 million towards various wholesale and visual merchandising projects. 15 During fiscal 2023, total capital expenditures of $10.6 million included $4.8 million towards major store renovation and remodeling projects, including the renovation of a store location in Calgary, the major renovation of a store in Laval, and towards the partial remodeling of the Vancouver flagship location, $0.7 million towards various renovations across the retail network, including the addition of various new brand counters and shop-in-shops in certain stores, $3.7 million towards various digital transformation initiatives including the implementation of a new e-commerce platform and the on-going implementation of our ERP system (included in intangible assets), as well as $0.5 million towards various wholesale and visual merchandising projects.
Biggest changeIn addition, we invested $3.2 million for the completion of renovations that started in fiscal 2023 and other partial renovations in certain stores to accommodate brand movement. $1.3 million was invested for various digital transformation initiatives including improvement of our e-commerce platform (included in intangible assets), as well as $0.3 million towards various wholesale and visual merchandising projects.
We generally utilize the services of independent customs agents to comply with U.S. and Canadian customs laws in connection with our purchases of gold, diamond and other jewelry merchandise from foreign sources. 19 Diamonds extracted from certain regions in Africa, including Zimbabwe, that are believed to be used to fund terrorist activities, are considered conflict diamonds.
We generally utilize the services of independent customs agents to comply with U.S. and Canadian customs laws in connection with our purchases of gold, diamond and other jewelry merchandise from foreign sources. Diamonds extracted from certain regions in Africa, including Zimbabwe, that are believed to be used to fund terrorist activities, are considered conflict diamonds.
As a result of these fluctuations, we have increased retail prices on certain product categories to offset such cost increases in fiscal 2023 but maintained retail prices stable during fiscal 2024. Refer to Item 1A, Risk Factors, for further information on the potential impacts and risk associated with inflation.
As a result of these fluctuations, we have increased retail prices on certain product categories to offset such cost increases in fiscal 2023 but maintained retail prices stable during fiscal 2024 and fiscal 2025. Refer to Item 1A, Risk Factors, for further information on the potential impacts and risk associated with inflation.
These programs ensure our employees have the resources they need to support their physical and mental health and overall wellbeing. 23 Digital Transformation and New Ways of Working • To deliver a seamless customer and employee experience, we regularly invest in digital tools to improve employee productivity, engagement, and performance.
These programs ensure our employees have the resources they need to support their physical and mental health and overall wellbeing. Digital Transformation and New Ways of Working • To deliver a seamless customer and employee experience, we regularly invest in digital tools to improve employee productivity, engagement, and performance.
Impact of inflation We believe that in fiscal 2023 and 2024, inflation, interest rates, and the volatility in the stock market may have had an impact on consumer discretionary spending, and on our sales results and results from operations. Luxury jewelry and timepiece purchases are considered discretionary spending.
Impact of inflation We believe that in fiscal 2025, 2024 and 2023, inflation, interest rates, and the volatility in the stock market may have had an impact on consumer discretionary spending, and on our sales results and results from operations. Luxury jewelry and timepiece purchases are considered discretionary spending.
We have set goals to lessen the environmental impact of our Birks bags by prioritizing recycling and reuse, and selecting more sustainable materials. 22 Bee Protection • One of the Company’s objectives is to spread awareness to ensure the longevity of bees.
We have set goals to lessen the environmental impact of our Birks bags by prioritizing recycling and reuse, and selecting more sustainable materials. Bee Protection • One of the Company’s objectives is to spread awareness to ensure the longevity of bees.
Rossi di Montelera and Bédos, have been affirmatively determined by the Board of Directors to be independent in accordance with the NYSE American Company Guide (even though due to the Company’s controlled company status it may be exempted from the independence requirement). • The Company’s Code of Conduct for directors, officers and employees. • An anonymous and confidential whistleblowing line hosted by a third-party. • A responsible sourcing program. • The Company’s anti-money laundering program. • Oversight of data privacy and security through the audit and corporate governance committee. • An assessment process for the Chief Executive Officer, the Board, the committees and the directors, individually. • Policy Regarding the Mandatory Recovery of Compensation (i.e., claw back policy) and incentive compensation claw back policy in our Omnibus Long-Term Incentive Plan (for grants made after September 2016). 24 Furthermore, the Board has incorporated consideration of DE&I matters into its governance practices as provided in the Company’s Board Diversity, Equity and Inclusion Policy.
Rossi di Montelera and Bédos, have been affirmatively determined by the Board of Directors to be independent in accordance with the NYSE American Company Guide (even though due to the Company’s controlled company status it may be exempted from the independence requirement). • The Company’s Code of Conduct for directors, officers and employees. • An anonymous and confidential whistleblowing line hosted by a third-party. • A responsible sourcing program. • The Company’s anti-money laundering program. • Oversight of data privacy and security through the audit and corporate governance committee. • An assessment process for the Chief Executive Officer, the Board, the committees and the directors, individually. • Policy Regarding the Mandatory Recovery of Compensation (i.e., claw back policy) and incentive compensation claw back policy in our Omnibus Long-Term Incentive Plan (for grants made after September 2016). 22 Table of Contents Furthermore, the Board has incorporated consideration of DE&I matters into its governance practices as provided in the Company’s Board Diversity, Equity and Inclusion Policy.
Some of the Company’s tangible initiatives to promote DE&I and foster a more inclusive culture where everyone feels they belong include: • The establishment of a Diversity & Inclusion Task Force (the “Task Force”) in July 2020, which has expanded to 9 members spanning multiple functions, regions and levels within the Company and led by a senior executive, namely Miranda Melfi.
Some of the Company’s tangible initiatives to promote DE&I and foster a more inclusive culture where everyone feels they belong include: • The establishment of a Diversity & Inclusion Task Force (the “Task Force”) in July 2020, which has expanded to 10 members spanning multiple functions, regions and levels within the Company and led by a senior executive, namely Miranda Melfi.
In fiscal 2024, we purchased jewelry, timepieces and giftware for sale in our stores and online from several suppliers. Many of these suppliers have long-standing relationships with us. We compete with other jewelry and timepiece retailers for access to vendors that will provide us with the quality and quantity of merchandise necessary to operate our business.
In fiscal 2025, we purchased jewelry, timepieces and giftware for sale in our stores and online from several suppliers. Many of these suppliers have long-standing relationships with us. We compete with other jewelry and timepiece retailers for access to vendors that will provide us with the quality and quantity of merchandise necessary to operate our business.
As part of the Company’s enterprise risk management framework, the committees of the Board receive regular reports from management on the principal risks and opportunities of the Company’s business relating to the committee’s oversight responsibilities which are also discussed at the Board on a regular basis, including key areas which are material to the business from an ESG perspective.
As part of the Company’s enterprise risk management framework, the committees of the Board receive regular reports from management on the principal risks and opportunities of the Company’s business relating to the committees’ oversight responsibilities which are also discussed at the Board on a regular basis, including key areas which are material to the business from an ESG perspective.
If the minerals originate in the DRC, or if companies are not able to establish where they originated, extensive disclosure regarding the sources of those minerals, and in some instances an independent audit of the supply chain, is required. We filed our twelfth disclosure report on May 31, 2024 for the calendar year ended December 31, 2023.
If the minerals originate in the DRC, or if companies are not able to establish where they originated, extensive disclosure regarding the sources of those minerals, and in some instances an independent audit of the supply chain is required. We filed our twelfth disclosure report on May 30, 2025 for the calendar year ended December 31, 2024.
Employees in management positions participate in courses or programs designed to build critical skills, grow as effective leaders and strengthen our culture, such as training on leadership skills, inclusiveness, employee engagement, and unconscious bias.
Employees in management positions can also participate in courses or programs designed to build critical skills, grow as effective leaders and strengthen our culture, such as training on leadership skills, inclusiveness, employee engagement, and unconscious bias.
We believe that operating our stores under the Maison Birks brand and the fact that we sell Birks branded jewelry distinguishes us from many competitors because of our longstanding reputation and heritage, our ability to offer distinctively designed, exclusive products, and by placing a strong emphasis on providing a superior shopping experience to our clients.
We believe that operating our stores under the Maison Birks brand and the fact that we sell Birks branded jewelry distinguishes us from many competitors because of our long-standing reputation and heritage, our ability to offer distinctively designed, exclusive products, and by placing a strong emphasis on providing a superior shopping experience to our clients.
Securities and Exchange Commission; • We have recovered over 1,575 troy ounces of gold and platinum in fiscal 2024 through our Maison Birks Gold Exchange Program; • We have recovered approximately 11% of our diamonds in fiscal 2024 through our diamond upgrade program- that were sold and made available for sale; • Following the recommendations of our former paperless committee, we have implemented initiatives which led to the reduction of our consumption of paper and ink by (i) reducing the number of documents being printed, (ii) reducing the number of printers, (iii) providing two computer screens to employees which allow them to view documents on two screens thereby reducing the need to print, and (iv) offering and encouraging our customers to use the option of electronic statements.
Securities and Exchange Commission; • We have recovered approximately 1,057 troy ounces of gold and platinum in fiscal 2025 through our Maison Birks Gold Exchange Program; • We have recovered approximately 11% of our diamonds in fiscal 2025 through our diamond upgrade program that were sold or made available for sale; • Following the recommendations of our former paperless committee, we have implemented initiatives which led to the reduction of our consumption of paper and ink by (i) reducing the number of documents being printed, (ii) reducing the number of printers, (iii) providing two computer screens to employees which allow them to view documents on two screens thereby reducing the need to print, and (iv) offering and encouraging our customers to use the option of electronic statements.
Employee Engagement • As discussed in this Circular under “Diversity, Equity and Inclusion Throughout the Company” above, we created a DE&I Committee. We strive to create an inclusive and respectful environment that encourages our employees to bring their whole selves to work every day.
Employee Engagement • As discussed above under “Diversity, Equity and Inclusion Throughout the Company”, we created a DE&I Committee. We strive to create an inclusive and respectful environment that encourages our employees to bring their whole selves to work every day.
The cost of gold and diamonds continued to fluctuate during fiscal 2024 with an increase in the first months of the year, and a decrease in the summer months before increasing once again during the holiday season. During fiscal 2023, diamond and gold costs increased throughout the year.
The cost of gold and diamonds continued to increase in fiscal 2025 after continuing to fluctuate during fiscal 2024 with an increase in the first months of the year, and a decrease in the summer months before increasing once again during the holiday season. During fiscal 2023, diamond and gold costs increased throughout the year.
In fiscal 2024, merchandise supplied by our largest luxury timepiece supplier and sold through our stores accounted for approximately 27% of our total net sales. If our largest luxury timepiece supplier terminated its distribution agreements with us, such termination would have a material adverse effect on our business, financial condition and operating results.
In fiscal 2025, merchandise supplied by our largest luxury timepiece supplier and sold through our stores accounted for approximately 29% of our total net sales. If our largest luxury timepiece supplier terminated its distribution agreements with us, such termination would have a material adverse effect on our business, financial condition and operating results.
Product Design, Development, Sourcing and Manufacturing We established a product development process that supports our strategy to further develop and enhance our product offering in support of the Birks brand development. During fiscal 2024, 2023, and 2022, approximately 41%, 41%, and 49%, respectively, of our jewelry products acquired for sale were internally designed and sourced.
Product Design, Development, Sourcing and Manufacturing We established a product development process that supports our strategy to further develop and enhance our product offering in support of the Birks brand development. During fiscal 2025, 2024, and 2023, approximately 31%, 41%, and 41%, respectively, of our jewelry products acquired for sale were internally designed and sourced.
During fiscal 2024, we launched the construction of a new store in Montreal, which is planned to open in August 2024, we executed a partial renovation of two stores in Toronto and one store in Calgary and we launched a partial renovation of a store in Ottawa.
During fiscal 2024, we launched the construction of two new stores in Montreal, which were planned to open in August 2024 and opened in September 2024, we executed a partial renovation of two stores in Toronto and one store in Calgary and we launched a partial renovation of a store in Ottawa.
The increase in sales from the timepieces product category in fiscal 2024 as compared to 2023 is attributable to growth in third-party timepiece brands primarily resulting from the renovations and improved merchandising of two of our key locations at the end of fiscal 2023.
The increase in sales from the timepieces product category in fiscal 2024 as compared to fiscal 2023 is attributable to growth in third-party timepiece brands primarily resulting from the renovations and improved merchandising of two of our key locations at the end of fiscal 2023. Birks Group is a Canadian corporation.
Sales under the Birks private label credit card and the Birks in-house credit card accounted for approximately 18.9% of our net sales during fiscal 2024, 15.6% of our net sales during fiscal 2023 and 14.7% during fiscal 2022. We have continued to implement attractive term plans during fiscal 2024.
Sales under the Birks private label credit card and the Birks in-house credit card accounted for approximately 16.9% of our net sales during fiscal 2025, 18.9% of our net sales during fiscal 2024 and 15.6% during fiscal 2023. We have continued to implement attractive term plans during fiscal 2025.
Subject to certain eligibility requirements, our employees can take advantage of a range of benefits including a group insurance plan (health, dental and life insurance and short-term and long-term disability insurance), virtual care, a generous merchandise discount, vacation days and personal days, as well as a flexible work schedule and hybrid work model for head office employees.
Subject to certain eligibility requirements, our employees can take advantage of a range of benefits including a group insurance plan (health, dental and life insurance and short-term and long-term disability insurance), telemedicine, an employee assistance program, a generous merchandise discount, vacation days and personal days, as well as a flexible work schedule and hybrid work model for head office employees.
We also actively seek employee feedback through formal and informal touchpoints. We use the feedback from these touchpoints to help improve the overall employee experience. Employee Development • We invest in the development of our employees to enable them to thrive in our highly competitive industry.
We also actively seek employee feedback through formal and informal touchpoints. We use the feedback from these touchpoints to help improve the overall employee experience. Employee Development • We invest in the development of our employees to enable them to thrive in our highly competitive industry. As such, we offer our employees the opportunity to benefit from development opportunities.
Diversity considerations are also taken into account in senior management succession planning, committing to retention and development to ensure that our most talented employees are promoted from within the organization, and ensuring that diversity is taken into account when identifying and fostering the development of high-potential individuals within our Company. Item 4A. Unresolved Staff Comments Not applicable
Diversity considerations are also taken into account in senior management succession planning, committing to retention and development to ensure that our most talented employees are promoted from within the organization, and ensuring that diversity is taken into account when identifying and fostering the development of high-potential individuals within our Company. 23 Table of Contents Item 4A.
We currently expect to continue to invest in capital expenditures to make on-going strategic improvements to our retail network in fiscal 2025 and fiscal 2026, all the while focusing on operations and on delivering a return on our strategic investment spending during the last fiscal year.
Although the capital allocated to capital expenditures is reduced for fiscal 2026, we currently expect to continue to invest in capital expenditures to make on-going strategic improvements to our retail network in fiscal 2026 and fiscal 2027, all the while focusing on operations and on delivering a return on our strategic investment spending during the last fiscal year.
The course, which emphasizes both the Company’s and employee’s responsibility to build an inclusive culture, has become a part of the Company’s training program, and all new employees must complete the course as part of their onboarding. • A mandatory training course on anti-racism was also delivered by an external consultant with subject matter expertise in DE&I, to all of the Company’s employees. • An annual calendar highlighting various societal, cultural and religious days of importance was developed in order to create awareness and to publicly recognize the diversity of the Company’s workforce and to foster a more inclusive environment. 21 • Flexible work arrangements are offered to office employees, allowing office employees (i) a flexible work schedule, (ii) the opportunity to telework within a hybrid work model, and (iii) a summer schedule allowing employees to take a few Friday afternoons off during the summer.
The course, which emphasizes both the Company’s and employee’s responsibility to build an inclusive culture, has become a part of the Company’s training program, and all new employees must complete the course as part of their onboarding. • A mandatory training course on anti-racism was also delivered by an external consultant with subject matter expertise in DE&I, to all of the Company’s employees. • As part of the Company’s commitment to enhance DE&I in the workplace, the Company made available to its employees two mandatory online courses covering (i) inclusive language and communication, and (ii) micro-aggressions in the workplace. 19 Table of Contents • An annual calendar highlighting various societal, cultural and religious days of importance was developed in order to create awareness and to publicly recognize the diversity of the Company’s workforce and to foster a more inclusive environment. • Flexible work arrangements are offered to office employees, allowing office employees (i) a flexible work schedule, (ii) the opportunity to telework within a hybrid work model, and (iii) a summer schedule allowing employees to take a few Friday afternoons off during the summer.
We strive to hire only highly motivated, professional and customer-oriented individuals. All new sales professionals attend an intensive training program where they are trained in technical areas of the jewelry and timepiece business, specific sales and service techniques and our commitment to client service.
We strive to hire only highly motivated, professional and customer-oriented individuals. All new sales professionals attend an intensive training program where they are trained in technical areas of the jewelry and timepiece business, specific sales and service techniques and our commitment to client service. Management believes that attentive personal service and knowledgeable sales professionals are key components to our success.
We also carry an exclusive collection of high quality jewelry that we design. We emphasize Birks brand jewelry offerings but also include other designer jewelry made by Chaumet, Dinh Van Paris, Fred, Graff, Marco Bicego, Messika, Roberto Coin, and Yoko London. We also offer a variety of high quality giftware, including writing instruments made by Montblanc.
We also carry an exclusive collection of high-quality jewelry that we design. We emphasize Birks brand jewelry offerings but also include other designer jewelry made by Chaumet, Dinh Van Paris, Fope, Fred, Graff, Marco Bicego, Messika, Roberto Coin, and Yoko London.
Management believes that attentive personal service and knowledgeable sales professionals are key components to our success. 18 As part of our commitment to continuous, on-the-job training, we have established “Birks University”, a formalized system of in-house training with a primary focus on client service, selling skills and product knowledge that involves extensive training, the use of detailed operational manuals, in-store mentorship programs and a leading edge product knowledge program which includes on-line quizzes.
As part of our commitment to continuous, on-the-job training, we have established “Birks University”, a formalized system of in-house training with a primary focus on client service, selling skills and product knowledge that involves extensive training, the use of detailed operational manuals, in-store mentorship programs and a leading edge product knowledge program which includes on-line quizzes.
In May 2024, we published our first report under the Fighting Against Forced Labour and Child Labour in Supply Chains Act . (Canada), which describes, among other things, the policies and steps implemented and taken by the Company with respect to forced labour and child labour. This report is available on our website at www.birks.com.
In May 2024, we published our first report under the Fighting Against Forced Labour and Child Labour in Supply Chains Act . (Canada), which describes, among other things, the policies and steps implemented and taken by the Company with respect to forced labour and child labour.
In the last three fiscal years, we invested a total of approximately $23.3 million in capital expenditures primarily associated with the remodeling of our existing store network, as well as a digital transformation of the Company including the transition to a new e-commerce platform.
In the last three fiscal years, we invested a total of approximately $25.4 million in capital expenditures primarily associated with the remodeling of our existing store network, as well as a digital transformation of the Company including the continued evolution of our e-commerce platform.
In addition, we plan to continue to review opportunities to open new stores in new prime retail locations when the right opportunities exist. 20 Following is a listing of all our properties as of March 30, 2024: Size (Square Feet) Expiration of Lease Location Operating Stores Bayshore Centre 1,099 September 2027 Ottawa, ON Bloor Flagship Store 9,695 February 2034 Toronto, ON Brinkhaus 3,221 March 2027 Calgary, AB Breitling Laval 257 August 2032 Laval, QC Carrefour Laval 2,288 August 2032 Laval, QC Chinook Shopping Centre 4,186 October 2032 Calgary, AB DIX-30 Mall 1,645 July 2033 Brossard, QC Fairview Pointe-Claire 1,450 August 2030 Pointe-Claire, QC First Canadian Place 2,243 August 2028 Toronto, ON Graff Boutique 850 October 2028 Vancouver, BC Montreal Flagship Store 7,714 April 2032 Montreal, QC Park Royal 1,797 October 2024 West Vancouver, BC Patek Philippe Boutique 850 October 2028 Vancouver, BC Place Ste-Foy 1,472 September 2027 Ste-Foy, QC Rideau Centre 2,745 May 2034 Ottawa, ON Sherway Gardens 2,726 September 2025 Etobicoke, ON Southgate Shopping Centre 1,300 April 2028 Edmonton, AB Toronto Dominion Square 5,568 August 2030 Calgary, AB Vancouver Flagship Store 20,221 August 2032 Vancouver, BC West Edmonton Mall 2,244 August 2024 Edmonton, AB Willowdale Fairview Mall 1,543 August 2029 North York, ON Yorkdale 2,817 October 2026 Toronto, ON Other Properties Montreal corporate office 26,423 May 2033 Montreal, QC Total annual base rent for the above locations for fiscal 2024 was approximately $11.9 million.
Following is a list of all our properties as of March 29, 2025: 18 Table of Contents Size (Square Feet) Expiration of Lease Location Operating Stores Bayshore Centre 1,099 September 2027 Ottawa, ON Bloor Flagship Store 9,695 January 2026 Toronto, ON Birks Royalmount 500 July 2034 Montreal, QC Brinkhaus 3,221 March 2027 Calgary, AB Breitling Laval 257 August 2032 Laval, QC Breitling Rideau Center 550 May 2034 Ottawa, ON Breitling Sherway Gardens 705 October 2034 Etobicoke, ON Carrefour Laval 2,288 August 2032 Laval, QC Chinook Shopping Centre 4,186 October 2032 Calgary, AB DIX-30 Mall 1,645 July 2033 Brossard, QC Fairview Pointe-Claire 1,450 August 2030 Pointe-Claire, QC First Canadian Place 2,243 August 2028 Toronto, ON Graff Boutique 850 October 2028 Vancouver, BC Montreal Flagship Store 7,714 April 2032 Montreal, QC Patek Philippe Boutique 850 October 2028 Vancouver, BC Place Ste-Foy 1,472 September 2027 Ste-Foy, QC Rideau Centre 2,195 May 2034 Ottawa, ON Sherway Gardens 1,952 October 2034 Etobicoke, ON Southgate Shopping Centre 1,300 April 2028 Edmonton, AB TimeVallée Royalmount 2,800 July 2034 Montreal, QC Toronto Dominion Square 5,568 August 2030 Calgary, AB Vancouver Flagship Store 20,221 August 2032 Vancouver, BC West Edmonton Mall 2,244 January 2026 Edmonton, AB Willowdale Fairview Mall 1,543 August 2029 North York, ON Yorkdale 2,817 October 2026 Toronto, ON Other Properties Montreal corporate office 26,423 May 2033 Montreal, QC Total annual base rent for the above locations for fiscal 2025 was approximately $9.7 million.
Together, the Board of Directors and management have full oversight and accountability for the Company’s ESG activities and performance. We believe this allocation of responsibilities to be the most effective means at the moment to drive accountability for ESG matters, and we will regularly re-evaluate our approach to ensure its effectiveness.
We believe this allocation of responsibilities to be the most effective means at the moment to drive accountability for ESG matters, and we will regularly re-evaluate our approach to ensure its effectiveness.
Item 4. Information on the Company THE COMPANY Corporate History and Overview Birks Group is a leading designer of fine jewelry and operator of luxury jewelry, timepieces and gifts retail stores in Canada, with wholesale customers in North America, the E.U., the U.K. and the Middle East.
Item 4. Information on the Company THE COMPANY Corporate History and Overview Birks Group is a leading designer of fine jewelry and operator of luxury jewelry, timepieces and gifts retail stores in Canada.
To that end, the Company has partnered with The Nature Conservancy of Canada, Alvéole Urban Beekeeping and University of Guelph, to ensure the longevity of Canada’s world-renowned natural environment. The Company is proud to home beehives in Montreal managed by Alvéole. Social The Company is committed to corporate social responsibility.
To that end, the Company is working with Pollinator Partnership Canada and Alvéole Urban Beekeeping, to help ensure the longevity of Canada’s world-renowned natural environment. The Company is proud to home beehives in Montreal managed by Alvéole. 20 Table of Contents Social The Company is committed to corporate social responsibility.
We equip our leaders with the tools they need to develop themselves and their teams through several programs designed to help them lead inclusively, empower their teams, and serve as mentors for our employees.
Our retail employees are highly skilled professionals as a result of our continuous training and development of their skillsets. • We equip our leaders with the tools they need to develop themselves and their teams through several programs designed to help them lead inclusively, empower their teams, and serve as mentors for our employees.
As of May 31, 2024, Birks Group operated 18 retail stores under the Maison Birks brand in most major metropolitan markets in Canada, one retail location in Calgary operated under the Brinkhaus brand, two retail locations in Vancouver, one operated under the Graff brand and the other operated under the Patek Philippe brand, and one retail location in Laval, Quebec, operated under the Breitling brand.
As of May 31, 2025, Birks Group operated 17 retail stores under the Maison Birks brand in most major metropolitan markets in Canada, one retail location in Montreal under the Birks brand, one retail location in Montreal under the TimeVallée brand, one retail location in Calgary under the Brinkhaus brand, one retail location in Vancouver under the Graff brand, one retail location in Vancouver under the Patek Philippe brand, and three retail locations in Laval, Ottawa, and Toronto under the Breitling brand.
During fiscal 2022, we renovated our Brinkhaus store in Calgary, Alberta, and remodeled a Maison Birks store in Calgary, Alberta. During fiscal 2022, we also closed three Maison Birks stores: one in Oshawa, Ontario, one in Saskatoon, Saskatchewan, and one in Victoria, British Colombia. Our sales are divided into two principal product categories: (i) jewelry and other, and (ii) timepieces.
During fiscal 2024, we also closed three Maison Birks stores: one in Burlington, Ontario, one in Mississauga, Ontario and one in Calgary, Alberta. Our sales are divided into two principal product categories: (i) jewelry and other, and (ii) timepieces.
As such, we offer all of our employees the opportunity to benefit from development opportunities. We invest in ongoing growth and development by integrating our culture and values into our management practices, providing leadership coaching and support, and empowering our employees to learn new skills through diverse learning opportunities and challenging work experiences.
We invest in ongoing growth and development by integrating our culture and values into our management practices, providing leadership coaching and support, and empowering our employees to learn new skills through diverse learning opportunities and challenging work experiences. • The Company continually refreshes its product knowledge training to retain our competitive edge in the jewelry industry.
We also use window displays as a means of attracting walk-in traffic and reinforcing our distinctive image. Our marketing department designs and creates window and store merchandise case displays for all of our stores.
We pay careful attention to detail in the design and layout of each store, particularly lighting, colors, choice of materials, and placement of display cases. We also use window displays as a means of attracting walk-in traffic and reinforcing our distinctive image. Our marketing department designs and creates window and store merchandise case displays for all of our stores.
The market is also fragmented by price and quality. Our competitors include national and international jewelry chains as well as independent regional and local jewelry and timepiece retailers.
Competition The North American retail jewelry industry is highly competitive and fragmented, with a few very large national and international competitors and many medium and small regional and local competitors. The market is also fragmented by price and quality. Our competitors include national and international jewelry chains as well as independent regional and local jewelry and timepiece retailers.
Products We offer distinctively designed, exclusive products and a large selection of distinctive high quality merchandise at various price points. This merchandise includes our own Birks branded designed jewelry, and designer jewelry, that include diamonds, gemstones, and precious metals. Our Birks brand consists of internally developed luxury fine jewelry and bridal collections as well as gift items.
The Company also maintains a public website at http://www.birks.com and http://www.maisonbirks.com. Products We offer distinctively designed, exclusive products and a large selection of distinctive high-quality merchandise at various price points. This merchandise includes our own Birks branded designed jewelry, and designer jewelry, that include diamonds, gemstones, and precious metals.
We have one primary channel of distribution, the retail division, which accounts for approximately 94% of net sales during each of fiscal 2024 and 2023, and 93% in fiscal 2022, as well as three other channels of distribution, namely e-commerce, wholesale, and gold exchange which combined accounted for approximately 6% of net sales during each of fiscal 2024 and 2023 and 7% in fiscal 2022.
We also offer a variety of high-quality giftware, including writing instruments made by Montblanc. 15 Table of Contents We have one primary channel of distribution, the retail division, which accounts for approximately 94% of net sales during fiscal 2025, fiscal 2024 and fiscal 2023, as well as three other channels of distribution, namely e-commerce, gold exchange, and wholesale (which will be wound down by the end of 2025), which combined accounted for approximately 6% of net sales during each of fiscal 2025, fiscal 2024 and fiscal 2023.
Part of our strategy is to increase our exclusive offering of internally designed goods sold to our customers, consisting primarily of fine jewelry and bridal offerings, all of which leverage the Birks brand loyalty in their respective markets and in order to differentiate our products with unique and exclusive designs. 16 Our stores, operating under the Maison Birks, Brinkhaus, Breitling, Graff and Patek Philippe brands, carry a large selection of prestigious brand name timepieces including timepieces made by Rolex, Tudor, Baume & Mercier, Breitling, Cartier, Chaumet, Frédérique Constant, Graff, Grand Seiko, IWC, Jaeger Lecoultre, Longines, Montblanc, Panerai, Patek Philippe, and Tag Heuer.
Our stores, operating under the Maison Birks, Birks, Brinkhaus, Breitling, Graff Patek Philippe, and TimeVallée brands, carry a large selection of prestigious brand name timepieces including timepieces made by Rolex, Tudor, Baume & Mercier, Breitling, Cartier, Chaumet, Frédérique Constant, Graff, Grand Seiko, IWC, Jaeger Lecoultre, Longines, Montblanc, Panerai, Patek Philippe, Roger Dubuis and Tag Heuer.
Supported by management, the Company’s Board of Directors is the ultimate steward of ESG matters. Management is responsible for the development and implementation of ESG strategies and continues to work toward enhancing disclosure in this regard. The leadership and execution of ESG priorities is shared across a number of departments.
As part of the governance pillar, we strive to continue to make sound strategic decisions and maintain high ethical standards. Supported by management, the Company’s Board of Directors is the ultimate steward of ESG matters. Management is responsible for the development and implementation of ESG strategies and continues to work toward enhancing disclosure in this regard.
We also transfer merchandise between retail locations to balance inventory levels and to fulfill client requests, and a portion of merchandise is delivered directly to the retail locations from suppliers. Competition The North American retail jewelry industry is highly competitive and fragmented, with a few very large national and international competitors and many medium and small regional and local competitors.
We also transfer merchandise between retail locations to balance inventory levels and to fulfill client requests, and a portion of the merchandise is delivered directly to the retail locations from suppliers.
Our success will depend on various factors, including general economic and business conditions affecting consumer spending, the performance of national and international retail operations, the acceptance by consumers of our merchandising and marketing programs, store locations and our ability to properly staff and manage our stores.
Our success will depend on various factors, including general economic and business conditions affecting consumer spending, the performance of national and international retail operations, the acceptance by consumers of our merchandising and marketing programs, store locations and our ability to properly staff and manage our stores. 17 Table of Contents Regulation Our operations are affected by numerous federal and provincial laws that impose disclosure and other requirements upon the origination, servicing and enforcement of credit accounts and limitations on the maximum amount of finance charges that may be charged by a credit provider.
The U.S. Securities and Exchange Commission (“SEC”) maintains a website that contains reports, proxy and information statements, and other information regarding issuers (including Birks Group) that file electronically with the SEC at http://www.sec.gov. The Company also maintains a public website at http://www.birks.com and http://www.maisonbirks.com.
Our corporate headquarters are located at 2020 Robert-Bourassa Boulevard, Suite 200, Montreal, Québec, Canada H3A 2A5. Our telephone number is (514) 397-2501. Our website is www.birksgroup.com. The U.S. Securities and Exchange Commission (“SEC”) maintains a website that contains reports, proxy and information statements, and other information regarding issuers (including Birks Group) that file electronically with the SEC at http://www.sec.gov.
Governance Birks has a strong commitment to ethics and integrity, which serve as the foundation of our business and the guiding principles behind the decisions we make every day. As part of the governance pillar, we strive to continue to make sound strategic decisions and maintain high ethical standards.
In May 2025, we published our second report which is available on our website at www.birks.com. Governance Birks has a strong commitment to ethics and integrity, which serve as the foundation of our business and the guiding principles behind the decisions we make every day.
We keep the majority of our inventory on display in our stores rather than at our distribution facility. Although each store stocks a representative selection of jewelry, timepieces, and giftware, certain inventory is tailored to meet local tastes and historical merchandise sales patterns of specific stores.
Although each store stocks a representative selection of jewelry, timepieces, and giftware, certain inventory is tailored to meet local tastes and historical merchandise sales patterns of specific stores. 16 Table of Contents We believe that our stores’ elegant surroundings and distinctive merchandise displays play an important role in providing an atmosphere that encourages sales.
Net sales in the first, second, third and fourth quarters in fiscal 2024 were 24%, 24%, 33% and 20%, respectively, in fiscal 2023 were 26%, 22%, 33% and 19%, respectively, and in fiscal 2022 were 22%, 25%, 34% and 19%, respectively. 17 Retail Operations, Merchandising and Marketing General We believe we are differentiated from most of our competitors because we offer distinctively designed, exclusive products and a selection of distinctive high quality merchandise at a wide range of price points.
Retail Operations, Merchandising and Marketing General We believe we are differentiated from most of our competitors because we offer distinctively designed, exclusive products and a selection of distinctive high-quality merchandise at a wide range of price points. We keep the majority of our inventory on display in our stores rather than at our distribution facility.
Birks’ predecessor company was founded in Montreal in 1879 and developed over the years into Canada’s premier designer, manufacturer and retailer of fine jewelry, timepieces, sterling and plated silverware and gifts. In addition to being a nationwide retailer with a strong brand identity, we are also highly regarded in Canada as a jewelry designer.
For fiscal 2025, the Company’s net sales were $177.8 million. Birks’ predecessor company was founded in Montreal in 1879 and developed over the years into Canada’s premier designer, manufacturer and retailer of fine jewelry, timepieces, sterling and plated silverware and gifts.
The Company provided greater flexibility and new options to customers with browsing, shopping, and pickup and in particular implemented a concierge service during the pandemic offering customers a safe option to buy online and pickup-at-store. • During the pandemic, digital learning became very important, and the Company accelerated the implementation of digital meeting platforms for collaboration.
The Company provided greater flexibility and new options to customers with browsing, shopping, and pickup . 21 Table of Contents • During the pandemic, digital learning became very important, and the Company accelerated the implementation of digital meeting platforms for collaboration. Our employees embraced technology to connect, learn, and collaborate as they attained results.
Strengthen our Communities One of our core values is giving back and we support our communities in a number of ways.
We offer a variety of training designed to help employees confidently use available AI tools and discover ways that AI can facilitate their daily work. Strengthen our Communities One of our core values is giving back and we support our communities in a number of ways.
The following table compares our sales of each product category for the last three fiscal years (dollars in thousands): Fiscal Year-Ended March 30, 2024 March 25, 2023 March 26, 2022 Jewelry and other $ 85,226 46.0 % $ 85,798 52.7 % $ 90,522 49.9 % Timepieces 100,049 54.0 % 77,152 47.3 % 90,820 50.1 % Total $ 185,275 100 % $ 162,950 100 % $ 181,342 100 % Jewelry and other product category sales have remained relatively stable in fiscal 2024 as compared to fiscal 2023, and similarly to fiscal 2023, we believe the Company’s product assortment at lower price points continued to be impacted by increased inflation and heightened interest rates all directly impacting discretionary consumer spending.
Jewelry and other product category sales have remained relatively stable in fiscal 2024 as compared to fiscal 2023. We believe the Company’s product assortment at lower price points continued to be impacted by increased inflation and heightened interest rates all directly impacting discretionary consumer spending in fiscal years 2025, 2024 and 2023.
Since 2020, the Company has made and encouraged its employees to make donations to First Assist, an Indigenous-led charitable organization that provides education and sports integration programs to enhance the mental, emotional and physical well-being of youth in Indigenous Communities across Canada.
The Company has made monetary or in-kind donations to various non-profit organizations, such as the following: • First Assist, an Indigenous-led charitable organization that provides education and sports integration programs to enhance the mental, emotional and physical well-being of youth in Indigenous Communities across Canada. • The Get Real Movement, a Canadian non-profit organization focused on combatting 2SLGBTQ+ discrimination, racism, and bullying in schools, summer camps, and workplaces. • Vancouver General Hospital Foundation. • Quebec Breast Cancer Foundation.
During fiscal 2024, we invested a total capital expenditure of $7.2 million, including $1.5 million of leasehold improvement to initiate the construction of a new store in Montreal, planned to open in August 2024.
During fiscal 2025, we invested a total capital expenditure of $7.5 million, including a total of $2.7 million of leasehold improvements, store equipment and assets for the construction of two new stores in Montreal, opened in September 2024, $0.8 million for a new store in Vancouver, $0.6 million for other new stores, $2.4 million for the partial renovation of two stores in Ontario, $0.5 million was invested for various digital transformation initiatives including improvement of our e-commerce platform and $1.5 million towards various visual merchandising and other equipment. 14 Table of Contents During fiscal 2024, total capital expenditures of $7.2 million including $1.5 million of leasehold improvement to initiate the construction of a new store in Montreal, that opened in September 2024.
Our core values are at the root of all of our human capital management programs, policies and practices.
Our core values are at the root of all of our human capital management programs, policies and practices. We aim to support our employees by offering training, competitive wages, flexible ways of working, and opportunities for growth. We believe these efforts help our employees deliver great customer experience and reflect our core values.
Removed
Birks fine jewelry collections are also available through select SAKS Fifth Avenue stores in Canada and the U.S., select Mappin & Webb and Goldsmiths locations in the United Kingdom, in Mayors stores in the United States as well as at certain jewelry retailers across North America and in Europe. For fiscal 2024, we had net sales of $185.3 million.
Added
The Company also has a small wholesale division with wholesale customers in North America, the E.U., and the U.K., which division will be wound down by the end of 2025.
Removed
During fiscal 2024, we also closed three Maison Birks stores: one in Burlington, Ontario, one in Mississauga, Ontario and one in Calgary, Alberta. During fiscal 2023, we executed a partial renovation of our flagship location in Vancouver, British Columbia, we renovated our Laval, Quebec Maison Birks store and opened an adjoining store operated under the Breitling brand.
Added
In addition to being a nationwide retailer with a strong brand identity, we are also highly regarded in Canada as a jewelry designer.
Removed
We also relocated one Maison Birks store in Calgary, Alberta and, in the process, upgraded its third-party timepieces and jewelry brand distribution portfolio. During fiscal 2023, we also closed two Maison Birks stores: one in Surrey, British Columbia and another in Winnipeg, Manitoba.
Added
On June 6, 2025, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with the shareholders of 1067830 Ontario Limited (“the Target”), a company incorporated under the laws of Ontario, to acquire the Target and its wholly-owned subsidiaries which operate four retail locations in Toronto, Ontario, under the European Boutique brand and are engaged primarily in luxury timepieces and jewelry retail activities.
Removed
The decrease in sales from the jewelry and other products categories in fiscal 2023 as compared to fiscal 2022 is driven primarily by lower Birks branded jewelry sales including both Birks fine jewelry and Birks bridal jewelry, driven in part by the impact of temporary store closures during renovations, as well as, we believe, by the impact of heightened inflationary pressure on consumers’ discretionary spending, particularly on the Company’s product assortments at lower price points.
Added
The purchase was completed on July 8, 2025, for a total consideration of $9.0 million, of which $7.0 million will be paid at closing and $2.0 million will be paid over a two-year period from closing, subject to certain adjustments customary for and acquisition of this nature (the “European Acquisition”).
Removed
The decrease in sales from the timepieces product category in fiscal 2023 as compared to fiscal 2022 is attributable primarily to the exclusion of the sales of RMBG. Birks Group is a Canadian corporation. Our corporate headquarters are located at 2020 Robert-Bourassa Boulevard, Suite 200, Montreal, Québec, Canada H3A 2A5. Our telephone number is (514) 397-2501. Our website is www.birksgroup.com.
Added
During fiscal 2025, we finalized the construction of two new stores in Montreal which opened in September 2024, we executed a partial renovation of one store in Toronto, completed a partial renovation of a store in Vancouver, and we finalized a partial renovation of a store in Ottawa.
Removed
In addition to seasonality trends, fiscal 2022 was also impacted by factors attributable to COVID-19, such as widespread restrictions and temporary store closures, particularly in the first quarter of fiscal 2022 which shifted net sales between quarters.
Added
During fiscal 2025, the Company closed one store operating under the Maison Birks brand.
Removed
We believe that our stores’ elegant surroundings and distinctive merchandise displays play an important role in providing an atmosphere that encourages sales. We pay careful attention to detail in the design and layout of each store, particularly lighting, colors, choice of materials, and placement of display cases.
Added
The following table compares our sales of each product category for the last three fiscal years (dollars in thousands): Fiscal Year-Ended March 29, 2025 March 30, 2024 March 25, 2023 Jewelry and other $ 68,927 38.8 % $ 86,256 46.6 % $ 86,525 53.1 % Timepieces 108,880 61.2 % 99,019 53.4 % 76,425 46.9 % Total $ 177,807 100 % $ 185,275 100 % $ 162,950 100 % Jewelry and other product category sales have decreased in fiscal 2025 as compared to fiscal 2024, as a result of the exit of a jewelry brand from two stores in fiscal 2025 for which total sales have not been fully replaced by other brands.
Removed
Regulation Our operations are affected by numerous federal and provincial laws that impose disclosure and other requirements upon the origination, servicing and enforcement of credit accounts and limitations on the maximum amount of finance charges that may be charged by a credit provider.
Added
The increase in sales from the timepieces product category in fiscal 2025 as compared to fiscal 2024 is attributable to growth in third-party timepiece brands primarily resulting from continued strong consumer demand for these products, improved merchandising, as well as the introduction of a TimeVallée store in Montreal and two new Breitling boutiques in fiscal 2025.
Removed
We believe our focus on improving career paths for our employees through training, competitive wages, new ways of working, and opportunities for advancement empower our employees to provide an outstanding performance and customer experience and position our employees to embody our core values.
Added
Our Birks brand consists of internally developed luxury fine jewelry and bridal collections as well as gift items.
Removed
The Company continually refreshes its product knowledge training to retain our competitive edge in the jewelry industry. Our retail employees are highly skilled professionals as a result of our continuous training and development of their skillsets.
Added
Part of our strategy is to increase our exclusive offering of internally designed goods sold to our customers, consisting primarily of fine jewelry and bridal offerings, all of which leverage the Birks brand loyalty in their respective markets and in order to differentiate our products with unique and exclusive designs.
Removed
Our employees embraced technology to connect, learn, and collaborate as they attained results.
Added
Net sales in the first, second, third and fourth quarters in fiscal 2025 were 23%, 22%, 34% and 21%, respectively, in fiscal 2024 were 24%, 23%, 33% and 20%, respectively, in fiscal 2023 were 26%, 22%, 33% and 19%, respectively.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

102 edited+39 added−42 removed77 unchanged
Biggest changeYou should also read the following summary data in conjunction with Item 5, “Operating and Financial Review and Prospects” included elsewhere in this Annual Report. 32 Income Statement Data – from continuing operations: Fiscal Year Ended March 30, 2024 March 25, 2023 March 26, 2022 March 27, 2021 March 28, 2020 (In thousands, except per share data) Net sales $ 185,275 $ 162,950 $ 181,342 $ 143,068 $ 169,420 Cost of sales 111,720 94,990 105,122 86,718 104,943 Gross profit 73,555 67,960 76,220 56,350 64,477 Selling, general and administrative expenses 65,705 66,095 65,942 53,713 65,867 Depreciation and amortization 6,639 5,673 5,809 5,458 4,845 Impairment of long-lived assets (1) — — — — 309 Total operating expenses 72,344 71,768 71,751 59,171 71,021 Operating (loss) income 1,211 (3,808 ) 4,469 (2,821 ) (6,544 ) Interest and other financial costs 8,007 5,581 3,182 3,017 5,683 (Loss) income from continuing operations before income taxes (6,796 ) (9,389 ) 1,287 (5,838 ) (12,227 ) Income tax (recovery) expense — — — — — Equity in earnings of joint venture, net of taxes of $0.8 million ($0.7 million in fiscal 2023) 2,165 1,957 — — — Net (loss) income from continuing operations $ (4,631 ) $ (7,432 ) $ 1,287 $ (5,838 ) $ (12,227 ) Discontinued operations: (Loss) income from discontinued operations, net of tax — — — — (552 ) Net (loss) income from discontinued operations $ — $ — $ — $ — $ (552 ) Net (loss) income attributable to common Shareholders $ (4,631 ) $ (7,432 ) $ 1,287 $ (5,838 ) $ (12,779 ) Net (loss) income per common share, basic $ (0.24 ) $ (0.40 ) $ 0.07 $ (0.32 ) $ (0.71 ) Net (loss) income per common share, diluted $ (0.24 ) $ (0.40 ) $ 0.07 $ (0.32 ) $ (0.71 ) Net (loss) income from continuing operations per common share – basic $ (0.24 ) $ (0.40 ) $ 0.07 $ (0.32 ) $ (0.68 ) Net (loss) income from continuing operations per common share – diluted $ (0.24 ) $ (0.40 ) $ 0.07 $ (0.32 ) $ (0.68 ) Weighted average common shares outstanding 19,058 18,692 18,346 18,005 17,968 Weighted average common shares outstanding – diluted 19,058 18,692 18,794 18,005 17,968 Dividends per share — — — — — Non-GAAP Measures*: Fiscal Year Ended March 30, 2024 March 25, 2023 March 26, 2022 March 27, 2021 March 28, 2020 (In thousands) EBITDA $ 10,015 $ 3,822 $ 10,278 $ 2,637 $ (1,699 ) Adjusted EBITDA $ 10,015 $ 3,822 $ 10,278 $ 2,637 $ (1,390 ) 33 Balance Sheet Data: March 30, 2024 March 25, 2023 March 26, 2022 March 27, 2021 March 28, 2020 (In thousands) Working capital $ (11,059 ) $ (8,367 ) $ 1,899 $ (2,882 ) $ (6,275 ) Total assets $ 203,268 $ 196,981 $ 183,261 $ 201,680 $ 210,652 Bank indebtedness $ 63,372 $ 57,890 $ 43,157 $ 53,387 $ 58,035 Long-term debt (including current portion) $ 26,939 $ 24,313 $ 23,500 $ 26,022 $ 16,281 Operating lease liability (including current portion) $ 66,311 $ 69,747 $ 73,720 $ 73,011 $ 78,458 Stockholders’ equity (deficiency) $ (5,149 ) $ (603 ) $ 5,864 $ (1,422 ) $ 3,410 Common Stock: Value $ 98,480 $ 96,774 $ 95,638 $ 95,116 $ 93,368 Shares 19,058 18,692 18,516 18,329 17,971 * As described in the section Non-GAAP Measures.
Biggest changeYou should also read the following summary data in conjunction with Item 5, “Operating and Financial Review and Prospects” included elsewhere in this Annual Report. 30 Table of Contents Income Statement Data: Fiscal Year Ended March 29, 2025 March 30, 2024 March 25, 2023 March 26, 2022 March 27, 2021 (In thousands, except per share data) Net sales $ 177,807 $ 185,275 $ 162,950 $ 181,342 $ 143,068 Cost of sales 111,499 111,720 94,990 105,122 86,718 Gross profit 66,308 73,555 67,960 76,220 56,350 Selling, general and administrative expenses 59,518 65,705 66,095 65,942 53,713 Depreciation and amortization 7,733 6,639 5,673 5,809 5,458 Impairment of long-lived assets (1) 4,592 — — — — Total operating expenses 71,843 72,344 71,768 71,751 59,171 Operating (loss) income (5,535 ) 1,211 (3,808 ) 4,469 (2,821 ) Interest and other financial costs 9,712 8,007 5,581 3,182 3,017 (Loss) income from before income taxes (15,247 ) (6,796 ) (9,389 ) 1,287 (5,838 ) Income tax (recovery) expense — — — — — Equity in earnings of joint venture, net of taxes of $0.9 million ($0.8 million in fiscal 2024 and $0.7 million in fiscal 2023) 2,428 2,165 1,957 — — Net (loss) income attributable to common Shareholders $ (12,819 ) $ (4,631 ) $ (7,432 ) $ 1,287 $ (5,838 ) Net (loss) income per common share, basic $ (0.66 ) $ (0.24 ) $ (0.40 ) $ 0.07 $ (0.32 ) Net (loss) income per common share, diluted $ (0.66 ) $ (0.24 ) $ (0.40 ) $ 0.07 $ (0.32 ) Weighted average common shares outstanding 19,357 19,058 18,692 18,346 18,005 Weighted average common shares outstanding – diluted 19,357 19,058 18,692 18,794 18,005 Dividends per share — — — — — Non-GAAP Measures*: Fiscal Year Ended March 29, 2025 March 30, 2024 March 25, 2023 March 26, 2022 March 27, 2021 (In thousands) EBITDA $ 4,626 $ 10,015 $ 3,822 $ 10,278 $ 2,637 Adjusted EBITDA $ 9,218 $ 10,015 $ 3,822 $ 10,278 $ 2,637 Balance Sheet Data: March 29, 2025 March 30, 2024 March 25, 2023 March 26, 2022 March 27, 2021 (In thousands) Working capital $ (23,120 ) $ (11,059 ) $ (8,367 ) $ 1,899 $ (2,882 ) Total assets $ 196,080 $ 203,268 $ 196,981 $ 183,261 $ 201,680 Bank indebtedness $ 73,630 $ 63,372 $ 57,890 $ 43,157 $ 53,387 Long-term debt (including current portion) $ 26,234 $ 26,939 $ 24,313 $ 23,500 $ 26,022 Operating lease liability (including current portion) $ 45,558 $ 66,311 $ 69,747 $ 73,720 $ 73,011 Stockholders’ equity (deficiency) $ (18,011 ) $ (5,149 ) $ (603 ) $ 5,864 $ (1,422 ) Common Stock: Value $ 100,609 $ 98,480 $ 96,774 $ 95,638 $ 95,116 Shares 19,595 19,166 18,830 18,516 18,329 * As described in the section Non-GAAP Measures.
Over the long-term, we believe that the key drivers of our performance will be our ability to: • continue to develop our Birks product brand through the expansion of all sales channels including international channels of distribution and e-commerce; • execute our merchandising strategy to increase net sales and maintain and expand gross margin by lowering discounts, developing and marketing higher margin exclusive and unique products, and further developing our internal capability to develop and source products; • execute our marketing strategy to enhance customer awareness and appreciation of the Birks product brand as well as our third party product brands with an objective of maintaining and eventually increasing customer traffic, client acquisition and retention and net sales through regional, national and international advertising campaigns using digital channels (including our website), billboards, print, direct mail, community relations, media and public relations, partnerships with key suppliers, and associations with prestige institutions; • provide a superior omni-channel client experience through consistently outstanding customer service that will ensure customer satisfaction and promote frequent customer visits, customer loyalty, and strong customer relationships; 26 • increase our retail stores’ average retail transaction, conversion rate, productivity of our store professionals, inventory and four-wall profitability; and • recruit and retain top talent whose values are aligned with our omni-channel strategic visions.
Over the long-term, we believe that the key drivers of our performance will be our ability to: • continue to develop our Birks product brand through the expansion of all sales channels including e-commerce; • execute our merchandising strategy to increase net sales and maintain and expand gross margin by lowering discounts, developing and marketing higher margin exclusive and unique products, and further developing our internal capability to develop and source products; • execute our marketing strategy to enhance customer awareness and appreciation of the Birks product brand as well as our third party product brands with an objective of maintaining and eventually increasing customer traffic, client acquisition and retention and net sales through regional, national and international advertising campaigns using digital channels (including our website), billboards, print, direct mail, community relations, media and public relations, partnerships with key suppliers, and associations with prestige institutions; • provide a superior omni-channel client experience through consistently outstanding customer service that will ensure customer satisfaction and promote frequent customer visits, customer loyalty, and strong customer relationships; • increase our retail stores’ average retail transaction, conversion rate, productivity of our store professionals, inventory and four-wall profitability; and • recruit and retain top talent whose values are aligned with our omni-channel strategic visions.
Moreover, we plan to continue to invest in our website and e-commerce platform to bolster our online distribution channel which represents an area of focus for us going forward. 43 Leases The Company leases office, distribution, and retail facilities.
Moreover, we plan to continue to invest in our website and e-commerce platform to bolster our online distribution channel which represents an area of focus for us going forward. Leases The Company leases office, distribution, and retail facilities.
GAAP, we use non-GAAP measures including: “EBITDA”, “adjusted operating expenses”, “adjusted operating loss” and “adjusted EBITDA”. 35 NET INCOME (LOSS) AND EBITDA “EBITDA” is defined as net income (loss) before interest expense and other financing costs, income taxes expense (recovery) and depreciation and amortization.
GAAP, we use non-GAAP measures including: “EBITDA”, “adjusted operating expenses”, “adjusted operating loss” and “adjusted EBITDA”. NET INCOME (LOSS) AND EBITDA “EBITDA” is defined as net income (loss) before interest expense and other financing costs, income taxes expense (recovery) and depreciation and amortization.
Net retail sales were $20.4 million higher than the comparable prior year period. The increase in retail sales in fiscal 2024 was primarily driven by the strong performance of third party branded timepieces and jewelry, including at the newly renovated Chinook and Laval stores, partially offset by a decrease in Birks product brand sales.
Net retail sales were $20.7 million higher than the comparable prior year period. The increase in retail sales in fiscal 2024 was primarily driven by the strong performance of third-party branded timepieces and jewelry, including at the newly renovated Chinook and Laval stores, partially offset by a decrease in Birks product brand sales.
The net retail sales increase was driven by an increase in average sales transaction value, partially offset by a slight decrease in units sold. The increase in Net Sales – Other of $1.9 million is primarily due to an increase in sales of 26.8% from our e-commerce business due to on-line exclusive product offerings and improved site functionalities.
The net retail sales increase was driven by an increase in average sales transaction value, partially offset by a slight decrease in units sold. The increase in Net Sales – Other of $1.6 million is primarily due to an increase in sales of 26.8% from our e-commerce business due to on-line exclusive product offerings and improved site functionalities.
Trend Information During fiscal 2024, we were faced with several challenges impacting our results, including the temporary impact on sales of store closures during renovations at three key stores in fiscal 2023. These stores gradually reopened during the first quarter of fiscal 2024 and were fully operational during the second quarter of fiscal 2024.
During fiscal 2024, we were faced with several challenges impacting our results, including the temporary impact on sales of store closures during renovations at three key stores in fiscal 2023. These stores gradually reopened during the first quarter of fiscal 2024 and were fully operational during the second quarter of fiscal 2024.
The $6.7 million increase in cash flows from operating activities was primarily the result of (i) a $2.8 million decrease in net loss in fiscal 2024 versus fiscal 2023, and (ii) a decrease of $3.5 million in net cash used by changes in working capital, of which year over year changes included an inventory increase of $10.7 million in fiscal 2024 compared to an increase of $9.5 million in fiscal 2023 (reduced cash from operations by $1.3 million) driven by lower turnover and higher purchases of inventory when compared to fiscal 2023, a decrease in accounts receivable of $4.2 million in fiscal 2024 compared to an increase in accounts receivable of $0.3 million in fiscal 2023 (increased cash from operations of $4.4 million) driven by shorter-term credit plans offered to clients compared to fiscal 2023, an increase in accounts payable of $5.5 million in fiscal 2024 compared to an increase of $9.0 million in fiscal 2023 (increase cash from operations by $3.5 million) driven in part by the increase in inventory, an increase in Other long-term liabilities of $2.3 million in fiscal 2024 compared to a decrease of $0.03 million in fiscal 2023 (increased cash from operations of $2.3 million) driven by an increase of supplier financing agreements, and offset by a decrease in accrued liabilities of $0.8 million in fiscal 2024 compared to an increase of $1.7 million in fiscal 2023 (increase cash from operations of $0.9 million) driven by repayments of rent deferrals.
The $6.7 million increase in cash flows from operating activities was primarily the result of (i) a $2.8 million decrease in net loss in fiscal 2024 versus fiscal 2023, and (ii) a decrease of $3.5 million in net cash used by changes in working capital, of which year over year changes included an inventory increase of $10.7 million in fiscal 2024 compared to an increase of $9.5 million in fiscal 2023 (reduced cash from operations by $1.3 million) driven by lower turnover and higher purchases of inventory when compared to fiscal 2023, a decrease in accounts receivable of $4.2 million in fiscal 2024 compared to an increase in accounts receivable of $0.3 million in fiscal 2023 (increased cash from operations of $4.4 million) driven by shorter-term credit plans offered to clients compared to fiscal 2023, an increase in accounts payable of $5.5 million in fiscal 2024 compared to an increase of $9.0 million in fiscal 2023 (increased cash from operations by $3.5 million) driven in part by the increase in inventory, an increase in Other long-term liabilities of $2.3 million in fiscal 2024 compared to a decrease of $0.03 million in fiscal 2023 (increased cash from operations of $2.3 million) driven by an increase of supplier financing agreements, and offset by a decrease in accrued liabilities of $0.8 million in fiscal 2024 compared to an increase of $1.7 million in fiscal 2023 (increased cash from operations of $0.9 million) driven by repayments of rent deferrals. 36 Table of Contents During fiscal 2025, net cash used in investing activities was $7.5 million compared to $7.2 million used during fiscal 2024.
During fiscal 2024, we were also impacted by the partial renovations at two stores. Although these two stores remained opened during partial renovations, store traffic, customer experience and sales were negatively affected.
During fiscal 2024, we were also impacted by the partial renovations at two stores. Although these two stores remained open during partial renovations, store traffic, customer experience and sales were negatively affected.
On March 26, 2020, the Company secured a 6-year term loan with Business Development Bank of Canada (BDC), as amended, for an amount of $0.4 million to be used specifically to finance the renovations of the Company’s Brinkhaus store location in Calgary, Alberta. As of March 30, 2024, the Company has $0.2 million outstanding on the loan.
On March 26, 2020, the Company secured a 6-year term loan with Business Development Bank of Canada (BDC), as amended, for an amount of $0.4 million to be used specifically to finance the renovations of the Company’s Brinkhaus store location in Calgary, Alberta. As of March 29, 2025, the Company has $0.2 million outstanding on the loan.
As a percentage of sales, SG&A expenses in fiscal 2024 decreased by 510 basis points as compared to fiscal 2023. We intend to continue to look for cost containment initiatives and saving opportunities when feasible. In the past, we have also decreased the number of stores we operate through the closure of underperforming stores.
As a percentage of sales, SG&A expenses in fiscal 2025 decreased by 200 basis points as compared to fiscal 2024. We intend to continue to look for cost containment initiatives and saving opportunities when feasible. In the past, we have also decreased the number of stores we operate through the closure of underperforming stores.
Accordingly, the Company uses its incremental borrowing rate for a term that corresponds to the applicable lease term in order to measure its lease liabilities and has elected to use such rates based on lease terms remaining as of March 30, 2024 and any new leases entered into thereafter.
Accordingly, the Company uses its incremental borrowing rate for a term that corresponds to the applicable lease term in order to measure its lease liabilities and has elected to use such rates based on lease terms remaining as of March 29, 2025 and any new leases entered into thereafter.
Fiscal 2024 Compared to Fiscal 2023 The following table sets forth, for fiscal 2024 and fiscal 2023, the amounts in our consolidated statements of operations: Fiscal Year Ended March 30, 2024 March 25, 2023 (In thousands) Net sales $ 185,275 $ 162,950 Cost of sales 111,720 94,990 Gross profit 73,555 67,960 Selling, general and administrative expenses 65,705 66,095 Depreciation and amortization 6,639 5,673 Total operating expenses 72,344 71,768 Operating income (loss) 1,211 (3,808 ) Interest and other financing costs 8,007 5,581 (Loss) income before taxes and equity in earnings of joint venture (6,796 ) (9,389 ) Income taxes (benefits) — — Equity in earnings of joint venture, net of taxes of $0.8 million ($0.7 million in 2023) 2,165 1,957 Net (loss) income, net of tax $ (4,631 ) $ (7,432 ) 28 Net Sales Fiscal Year Ended March 30, 2024 March 25, 2023 (In thousands) Net sales – Retail $ 173,872 $ 153,428 Net sales – Other 11,403 9,522 Total Net Sales $ 185,275 $ 162,950 Total net sales for fiscal 2024 were $185.3 million compared to $163.0 million in fiscal 2023, which is an increase of $22.3 million, or 13.7%.
Fiscal 2024 Compared to Fiscal 2023 The following table sets forth, for fiscal 2024 and fiscal 2023, the amounts in our consolidated statements of operations: Fiscal Year Ended March 30, 2024 March 25, 2023 (In thousands) Net sales $ 185,275 $ 162,950 Cost of sales 111,720 94,990 Gross profit 73,555 67,960 Selling, general and administrative expenses 65,705 66,095 Depreciation and amortization 6,639 5,673 Total operating expenses 72,344 71,768 Operating income (loss) 1,211 (3,808 ) Interest and other financial costs 8,007 5,581 (Loss) income before taxes and equity in earnings of joint venture (6,796 ) (9,389 ) Income taxes (benefits) — — Equity in earnings of joint venture, net of taxes of $0.8 million ($0.7 million in 2023) 2,165 1,957 Net (loss) income, net of tax $ (4,631 ) $ (7,432 ) Net Sales Fiscal Year Ended March 30, 2024 March 25, 2023 (In thousands) Net sales – Retail $ 173,846 $ 153,110 Net sales – Other 11,429 9,840 Total Net Sales $ 185,275 $ 162,950 Total net sales for fiscal 2024 were $185.3 million compared to $163.0 million in fiscal 2023, which is an increase of $22.3 million, or 13.7%.
The following financial data as of March 26, 2022, March 27, 2021 and March 28, 2020 and for the years ended March 27, 2021 and March 28, 2020 have been derived starting with our audited consolidated financial statements not included in this Annual Report. The EBITDA and Adjusted EBITDA data below are non-GAAP measures.
The following financial data as of March 25, 2023, March 26, 2022 and March 27, 2021 and for the years ended March 26, 2022 and March 27, 2021 have been derived starting with our audited consolidated financial statements not included in this Annual Report. The EBITDA and Adjusted EBITDA data below are non-GAAP measures.
Selected Financial Data The following income statement data and balance sheet data as of March 30, 2024 and March 25, 2023 and for the years ended March 30, 2024, March 25, 2023, and March 26, 2022 have been derived from our audited consolidated financial statements, which are included elsewhere in this Annual Report.
Selected Financial Data The following income statement data and balance sheet data as of March 29, 2025 and March 30, 2024 and for the years ended March 29, 2025, March 30, 2024, and March 25, 2023 have been derived from our audited consolidated financial statements, which are included elsewhere in this Annual Report.
Interest charges associated to long-term debt, net of deferred financing costs, were $2.3 million in fiscal 2024, $4.6 million in fiscal 2023, and $1.8 million in fiscal 2022. (4) The operating lease obligations do not include insurance, taxes and common area maintenance (CAM) charges to which we are obligated.
Interest charges associated to long-term debt, net of deferred financing costs, were $2.7 million in fiscal 2025, $2.3 million in fiscal 2024, and $4.6 million in fiscal 2023. (4) The operating lease obligations do not include insurance, taxes and common area maintenance (CAM) charges to which we are obligated.
Furthermore, we also intend to continue to execute our merchandising strategy to expand gross margins by developing and marketing exclusive and unique third-party branded products with higher margins. Our SG&A expenses as a percentage of sales decreased to 35.5% in fiscal 2024 from 40.6% in fiscal 2023.
Furthermore, we also intend to continue to execute our merchandising strategy to expand gross margins by developing and marketing exclusive and unique third-party branded products with higher margins. Our SG&A expenses as a percentage of sales decreased to 33.5% in fiscal 2025 from 35.5% in fiscal 2024.
The amounts of the Company’s operating lease right-of-use (“ROU”) asset and current operating lease liabilities are presented separately on the Consolidated Balance Sheet as of March 30, 2024. Most of the Company’s leases are operating leases as of March 30, 2024. The Company records lease expenses within selling, general and administrative expenses.
The amounts of the Company’s operating lease right-of-use (“ROU”) asset and current operating lease liabilities are presented separately on the Consolidated Balance Sheet as of March 29, 2025. Most of the Company’s leases are operating leases as of March 29, 2025. The Company records lease expenses within selling, general and administrative expenses.
Recent Accounting Pronouncements See Note 2 (s) to the consolidated financial statements included in this Form 20-F. Safe Harbor See section entitled “Forward-Looking Information” at the beginning of this Annual Report on Form 20-F. 46
Recent Accounting Pronouncements See Note 2 (s) to the consolidated financial statements included in this Form 20-F. Safe Harbor See section entitled “Forward-Looking Information” at the beginning of this Annual Report on Form 20-F. 40 Table of Contents
Throughout this Annual Report, we refer to our fiscal year ended March 30, 2024, as fiscal 2024, and our fiscal years ended March 25, 2023, and March 26, 2022, as fiscal 2023 and fiscal 2022, respectively. Our fiscal year ends on the last Saturday in March of each year.
Throughout this Annual Report, we refer to our fiscal year ended March 29, 2025, as fiscal 2025, and our fiscal years ended March 30, 2024, and March 25, 2023, as fiscal 2024 and fiscal 2023, respectively. Our fiscal year ends on the last Saturday in March of each year.
The adjustment is effective on June 26, 2024. On June 29, 2018, the Company secured a $12.5 million term loan maturing in October 2022 with SLR . On December 24, 2021, the Company entered into the Amended Term Loan with SLR. The Amended Term Loan extended the maturity date of the Company’s pre-existing loan from October 2022 to December 2026.
On June 29, 2018, the Company secured a $12.5 million term loan maturing in October 2022 with SLR . On December 24, 2021, the Company entered into the Amended Term Loan with SLR. The Amended Term Loan extended the maturity date of the Company’s pre-existing loan from October 2022 to December 2026.
(2) Includes capital expenditures financed by finance leases of $4.2 million in fiscal 2024, nil in fiscal 2023, and nil in fiscal 2022 as well as capital expenditures included in accounts payable and accrued liabilities of $1.5 million as of March 30, 2024, $2.3 million as of March 25, 2023, and $1.0 million as of March 26, 2022.
(2) Includes capital expenditures financed by finance leases of $3.5 million in fiscal 2025, $4.2 million in fiscal 2024, and nil in fiscal 2023 as well as capital expenditures included in accounts payable and accrued liabilities of $1.1 million as of March 29, 2025, $1.5 million as of March 30, 2024, and $2.3 million as of March 25, 2023.
The term loan with Investissement Québec requires the Company on an annual basis to have a working capital ratio (defined as current assets divided by current liabilities excluding the current portion of operating lease liabilities) of at least 1.01.
The term loan with Investissement Québec requires the Company on an annual basis to have a working capital ratio (defined as current assets divided by current liabilities excluding the current portion of operating lease liabilities) of at least 1.01. As of March 29, 2025, the working capital ratio was 0.88.
In the last three fiscal years, we invested a total of approximately $23.3 million in capital expenditures primarily associated with the remodeling of our existing store network.
In the last three fiscal years, we invested a total of approximately $25.4 million in capital expenditures primarily associated with the remodeling of our existing store network.
The adjustment is effective on June 26, 2024. The Company’s borrowing capacity under both the Amended Credit Facility and the Amended Term Loan is based upon the value of the Company’s inventory and accounts receivable, which is periodically assessed by its lenders, and based upon these reviews the Company’s borrowing capacity could be significantly increased or decreased.
The Company’s borrowing capacity under both the Amended Credit Facility and the Amended Term Loan is based upon the value of the Company’s inventory and accounts receivable, which is periodically assessed by its lenders, and based upon these reviews the Company’s borrowing capacity could be significantly increased or decreased.
As a percentage of net sales, marketing expenses represented 3.7 %, 5.0%, and 4.9% of sales for fiscal 2024, fiscal 2023, and fiscal 2022, respectively. Additionally, SG&A includes indirect costs such as freight, including inter-store transfers, receiving costs, distribution costs, and warehousing costs.
As a percentage of net sales, marketing expenses represented 2.6%, 3.7%, and 5.0% of sales for fiscal 2025, fiscal 2024, and fiscal 2023, respectively. Additionally, SG&A includes indirect costs such as freight, including inter-store transfers, receiving costs, distribution costs, and warehousing costs.
Interest charges associated to Amended Credit Facility, net of deferred financing costs, were $4.7 million in fiscal 2024, $4.8 million in fiscal 2023, and $3.2 million in fiscal 2022. Interest expense on other variable rate long-term debt was calculated assuming the rates in effect at March 30, 2024.
Interest charges associated to Amended Credit Facility, net of deferred financing costs, were $4.9 million in fiscal 2025, $4.7 million in fiscal 2024, and $4.8 million in fiscal 2023. Interest expense on other variable rate long-term debt was calculated assuming the rates in effect at March 29, 2025.
On October 23, 2017, the Company entered into a credit facility with Wells Fargo Canada Corporation for a maximum amount of $85.0 million and maturing in October 2022. On December 24, 2021, the Company entered into the Amended Credit Facility with Wells Fargo Canada Corporation.
On October 23, 2017, the Company entered into a credit facility with Wells Fargo Canada Corporation for a maximum amount of $85.0 million and maturing in October 2022. On December 24, 2021, the Company entered into the Amended Credit Facility with Wells Fargo Capital Finance Corporation Canada (“Wells Fargo”, successor to Wells Fargo Canada Corporation).
Over the short-term, we will focus our efforts on those strategies and key drivers of our performance that are necessary in the current business climate, which include our ability to: • grow sales, gross margin rate and gross profits; • manage expenses and assets efficiently in order to optimize profitability and cash flow with the objective of growing earnings before interest, tax, depreciation and amortization (“EBITDA”); • align our operations to effectively and efficiently deliver benefits to our shareholders; and • maintain flexible and cost effective sources of borrowings to finance our operations and strategies.
Over the short-term, we will focus our efforts on those strategies and key drivers of our performance that are necessary in the current business climate, which include our ability to: 24 Table of Contents • grow sales, gross margin rate and gross profits; • manage expenses and assets efficiently in order to optimize profitability and generate positive operating cash flow with the objective of growing earnings before interest, tax, depreciation and amortization (“EBITDA”); • align our operations to effectively and efficiently deliver benefits to our shareholders; • successfully integrate the European Acquisition and achievement of identified synergies; and • maintain flexible and cost effective sources of borrowings to finance our operations and strategies.
Interest and Other Financing Costs Interest and other financing costs in fiscal 2024 were $8.0 million compared to $5.6 million in fiscal 2023, an increase of $2.4 million, driven primarily by an increase of 210 basis points of the weighted average interest rate of the Amended Credit Facility (defined below) and Amended Term Loan (defined below), as well as explained by an increase in the average amount outstanding on the Amended Credit Facility (defined below) during fiscal 2024 compared to fiscal 2023. 29 Income Tax Expense The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.
Interest and Other Financing Costs Interest and other financing costs in fiscal 2024 were $8.0 million compared to $5.6 million in fiscal 2023, an increase of $2.4 million, driven primarily by an increase of 210 basis points of the weighted average interest rate of the Amended Credit Facility (defined below) and Amended Term Loan (defined below), as well as explained by an increase in the average amount outstanding on the Amended Credit Facility (defined below) during fiscal 2024 compared to fiscal 2023.
CAM charges were $2.4 million in fiscal 2024, $2.2 million in fiscal 2023, and $2.2 million in fiscal 2022. In addition to the above and as of March 30, 2024, we had $0.2 million of outstanding letters of credit. Research and Development, Patents and Licenses, etc. None.
CAM charges were $4.7 million in fiscal 2025, $5.0 million in fiscal 2024, and $4.9 million in fiscal 2023. In addition to the above and as of March 29, 2025, we had $0.2 million of outstanding letters of credit. Research and Development, Patents and Licenses, etc. None.
ROU assets, as part of the group of assets, are periodically reviewed for impairment. 44 The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant and Equipment – Overall, to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize.
The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant and Equipment – Overall, to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize.
Equity in earnings of joint venture, net of taxes During fiscal 2023, the Company recognized $2.0 million of equity in earnings of joint venture, net of taxes as a result of its investment in the RMBG joint venture accounted for under the equity method of accounting.
Equity in earnings of joint venture, net of taxes During fiscal 2025, the Company recognized $2.4 million of equity in earnings of joint venture, net of taxes, compared to $2.2 million of equity in earnings of joint venture, net of taxes in fiscal 2024 as a result of its investment in the RMBG joint venture accounted for under the equity method of accounting.
As a percentage of sales, SG&A expenses in fiscal 2024 decreased by 510 basis points as compared to fiscal 2023. • The Company’s EBITDA (1) for fiscal 2024 was $10.0 million, an increase of $6.2 million, compared to EBITDA (1) of $3.8 million for fiscal 2023. • The Company’s reported operating income for fiscal 2024 was $1.2 million, an increase of $5.0 million, compared to a reported operating loss of $3.8 million for fiscal 2023. • The Company recognized interest and other financing costs of $8.0 million in fiscal 2024, an increase of $2.4 million, compared to recognized interest and other financing costs of $5.6 million in fiscal 2023.
As a percentage of sales, SG&A expenses in fiscal 2025 decreased by 200 basis points as compared to fiscal 2024. • The Company’s EBITDA (1) for fiscal 2025 was $9.2 million, a decrease of $0.8 million, compared to an EBITDA (1) of $10.0 million for fiscal 2024. • The Company’s reported operating loss for fiscal 2025 was $5.5 million, a decrease of $6.7 million, compared to a reported operating income of $1.2 million for fiscal 2024. 25 Table of Contents • The Company recognized interest and other financing costs of $9.7 million in fiscal 2025, an increase of $1.7 million, compared to recognized interest and other financing costs of $8.0 million in fiscal 2024.
Increased competition for space in Canada continued to put pressure on occupancy costs and space retention for key locations. During fiscal 2024 and fiscal 2023, we completed the remodeling and renovations of stores in Vancouver, Calgary and Laval, Quebec.
Increased competition for space in Canada continued to put pressure on occupancy costs and space retention for key locations. During fiscal 2025 and fiscal 2024, we completed the remodeling and renovations of stores in Toronto, Ottawa, Vancouver, Calgary, and Laval, Quebec and opened two new stores in Montréal.
During fiscal 2024, net cash used in investing activities was $7.2 million compared to $9.4 million used during fiscal 2024. The $2.2 million decrease in net cash used in investing activities was primarily attributable to a decrease in capital expenditures in fiscal 2024 compared to fiscal 2023.
The $2.2 million decrease in net cash used in investing activities was primarily attributable to a decrease in capital expenditures in fiscal 2024 compared to fiscal 2023. Net cash provided by financing activities was $9.2 million in fiscal 2025, as compared to net cash provided by financing activities of $7.9 million during fiscal 2024.
As of March 30, 2024, bank indebtedness consisted solely of amounts owing under the Company’s Amended Credit Facility, which had an outstanding balance of $63.4 million ($63.7 million net of $0.3 million of deferred financing costs) on its maximum $85.0 million credit facility, which is used to finance working capital and capital expenditures, provide liquidity to fund the Company’s day-to-day operations and for other general corporate purposes.
As of March 29, 2025, bank indebtedness consisted solely of amounts owing under the Company’s Amended Credit Facility, which had an outstanding balance of $73.6 million ($73.8 million net of $0.2 million of deferred financing costs) on its maximum $90.0 million credit facility, which is used to finance working capital and capital expenditures, provide liquidity to fund the Company’s day-to-day operations and for other general corporate purposes.
The $7.7 million decrease in cash flows from financing activities was primarily due to a $5.4 million increase in bank indebtedness in fiscal 2024 compared to a $14.6 million increase in bank indebtedness in fiscal 2023, an increase in long-term debt of $1.6 million in fiscal 2024 compared to an increase of $2.8 million in fiscal 2023 and an increase in Obligations under capital leases of $4.2 million in fiscal 2024 compared to nil in fiscal 2023, offset by an increase in repayment of Obligations under capital leases of $1.1 million in fiscal 2024 compared to $0.1 million in fiscal 2023.
The $1.3 million increase in cash flows from financing activities was primarily due to a $10.2 million increase in bank indebtedness in fiscal 2025 compared to a $5.4 million increase in bank indebtedness in fiscal 2024, an increase in long-term debt of $1.6 million in fiscal 2024 compared to nil in 2025, and a drawdown in capital lease funding of $3.5 million in fiscal 2025 compared to $4.2 million in fiscal 2024, offset by an increase in repayment of Obligations under capital leases of $2.5 million in fiscal 2025 compared to $1.1 million in fiscal 2024.
The Company expects to have excess availability of at least $8.5 million for at least the next twelve months from the date of issuance of these financial statements. 37 The Amended Credit Facility and Amended Term Loan also contain limitations on the Company’s ability to pay dividends, more specifically, among other limitations, the Company can pay dividends only at certain excess borrowing capacity thresholds.
The Company expects to be above the minimum excess availability as defined in the Amended Credit Facility and Amended Term Loan for at least the next twelve months from the date of issuance of these financial statements. 34 Table of Contents The Amended Credit Facility and Amended Term Loan also contain limitations on the Company’s ability to pay dividends, more specifically, among other limitations, the Company can pay dividends only at certain excess borrowing capacity thresholds.
Cash Flows from Operating, Investing and Financing Activities The following table summarizes cash flows from operating, investing and financing activities: (in thousands) Fiscal 2024 Fiscal 2023 Fiscal 2022 Net cash provided by (used in): Operating activities $ (170 ) $ (6,925 ) $ 18,648 Investing activities (7,235 ) (9,414 ) (5,811 ) Financing activities 7,926 15,588 (12,631 ) Net increase (decrease) in cash and cash equivalents $ 521 $ (751 ) $ 206 40 Net cash used in operating activities was $0.2 million in fiscal 2024 as compared to net cash used in operating activities in fiscal 2023 of $6.9 million.
Cash Flows from Operating, Investing and Financing Activities The following table summarizes cash flows from operating, investing and financing activities: (in thousands) Fiscal 2025 Fiscal 2024 Fiscal 2023 Net cash provided by (used in): Operating activities $ (1,912 ) $ (170 ) $ (6,925 ) Investing activities (7,549 ) (7,235 ) (9,414 ) Financing activities 9,187 7,926 15,588 Net increase (decrease) in cash and cash equivalents $ (274 ) $ 521 $ (751 ) Net cash used in operating activities was $1.9 million in fiscal 2025 as compared to net cash used in operating activities in fiscal 2024 of $0.2 million.
The term loan with Investissement Québec requires the Company on an annual basis to have a working capital ratio (defined as current assets divided by current liabilities excluding the current portion of operating lease liabilities) of at least 1.01 at the end of the Company’s fiscal year.
As of March 29, 2025, the Company has $4.3 million outstanding on the loan. The term loan with Investissement Québec requires the Company on an annual basis to have a working capital ratio (defined as current assets divided by current liabilities excluding the current portion of operating lease liabilities) of at least 1.01.
(2) The amount of less than one year is recorded within accrued liabilities and accounts payable. (3) Excludes interest payments on amounts outstanding under our Amended Credit Facility as the outstanding amounts fluctuate based on our working capital needs.
(1) Includes bank indebtedness in the 2-3 years category to reflect the current expiration date of the Amended Credit Facility. (2) The amount of less than one year is recorded within accrued liabilities and accounts payable. (3) Excludes interest payments on amounts outstanding under our Amended Credit Facility as the outstanding amounts fluctuate based on our working capital needs.
This increase is due to an increase in our average borrowing rate on our debt, an increase in the average amount outstanding on the amended credit facility as well as additional borrowings, partially offset by a foreign exchange gain of $0.2 million in fiscal 2024 versus a foreign exchange loss of $0.5 million in fiscal 2023 on our U.S. dollar denominated debt. • The Company recognized net loss for fiscal 2024 of $4.6 million, or $0.24 per share, compared to a net loss for fiscal 2023 of $7.4 million, or $0.40 per share.
This increase is due an increase in the average amount outstanding on the amended credit facility, additional borrowings, and a foreign exchange loss of $1.0 million in fiscal 2025 versus a foreign exchange gain of $0.2 million in fiscal 2024 on our U.S. dollar denominated debt. • The Company recognized a net loss for fiscal 2025 of $12.8 million, or $0.66 per share, compared to a net loss for fiscal 2024 of $4.6 million, or $0.24 per share.
See “Risk Factors” for additional information. 38 Borrowings under our Amended Credit Facility for the periods indicated in the table below were as follows: Fiscal Year Ended March 30, 2024 March 25, 2023 (In thousands) Credit facility availability $ 76,741 $ 70,758 Amount borrowed at year end $ 63,372 $ 57,890 Excess borrowing capacity at year end (before minimum threshold) $ 13,369 $ 12,868 Average outstanding balance during the year $ 61,507 $ 50,349 Average excess borrowing capacity during the year $ 13,484 $ 14,864 Maximum borrowing outstanding during the year $ 69,051 $ 59,367 Minimum excess borrowing capacity during the year $ 10,048 $ 9,466 Weighted average interest rate for the year 7.8 % 5.7 % Investissement Québec On August 24, 2021, the Company entered into a new 10-year loan agreement with Investissement Québec, the sovereign fund of the province of Québec, for an amount of up to $4.3 million to be used specifically to finance the digital transformation of the Company through the implementation of an omni-channel e-commerce platform and enterprise resource planning system.
Borrowings under our Amended Credit Facility for the periods indicated in the table below were as follows: Fiscal Year Ended March 29, 2025 March 30, 2024 (In thousands) Credit facility availability $ 89,174 $ 76,741 Amount borrowed at year end $ 73,630 $ 63,372 Excess borrowing capacity at year end (before minimum threshold) $ 15,544 $ 13,369 Average outstanding balance during the year $ 69,747 $ 61,507 Average excess borrowing capacity during the year $ 4,715 $ 13,484 Maximum borrowing outstanding during the year $ 77,286 $ 69,051 Minimum excess borrowing capacity during the year $ 1,903 $ 10,048 Weighted average interest rate for the year 7.3 % 7.8 % Investissement Québec On August 24, 2021, the Company entered into a new 10-year loan agreement with Investissement Québec, the sovereign fund of the province of Québec, for an amount of up to $4.3 million to be used specifically to finance the digital transformation of the Company through the implementation of an omni-channel e-commerce platform and enterprise resource planning system.
The Term Loan is required to be repaid upon maturity. On June 26 2024, the Company entered into an amendment to the Amended Term Loan with SLR.
On June 26 2024, the Company entered into an amendment to the Amended Term Loan with SLR.
We have continued to record a 100% valuation allowance on the full value of the deferred tax assets generated during these periods as the criteria for recognition of these assets was not met on March 30, 2024.
The tax years 2017 through 2024 remain open to examination in the major tax jurisdictions in which the Company operates. We have continued to record a 100% valuation allowance on the full value of the deferred tax assets generated during these periods as the criteria for recognition of these assets was not met on March 30, 2024.
The going concern basis of presentation assumes that the Company will continue its operations for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate.
The going concern basis of presentation assumes that the Company will continue its operations for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business.
The data presented below is only a summary and should be read in conjunction with our audited consolidated financial statements, including the notes thereto, included elsewhere in this Annual Report.
The historical results included below and elsewhere in this Annual Report are not necessarily indicative of our future performance. 29 Table of Contents The data presented below is only a summary and should be read in conjunction with our audited consolidated financial statements, including the notes thereto, included elsewhere in this Annual Report.
In the event that excess availability falls below $8.5 million for more than two consecutive business days once during any fiscal month, this would be considered an event of default under the Company’s Amended Credit Facility and its Amended Term Loan, that provides the lenders the right to require the outstanding balances borrowed under the Company’s Amended Credit Facility and its Amended Term Loan to become due immediately, which would result in cross defaults on the Company’s other borrowings.
In the event that excess falls below the minimum excess availability as defined in the Amended Credit Facility and Amended Term Loan this would be considered an event of default under the Company’s Amended Credit Facility and its Amended Term Loan, that provides the lenders the right to require the outstanding balances borrowed under the Company’s Amended Credit Facility and its Amended Term Loan to become due immediately, which would result in cross defaults on the Company’s other borrowings.
The fiscal years ended March 30, 2024 and March 25, 2023 each consisted of 53 and 52 weeks, respectively. Overview Birks Group is a leading designer of fine jewelry and operator of luxury jewelry stores in Canada, with wholesale customers in North America, the U.K., and the E.U.
The fiscal years ended March 29, 2025 and March 25, 2023 consisted of 52 weeks each, whereas the fiscal year ended March 30, 2024 consisted of 53 weeks. Overview Birks Group is a leading designer of fine jewelry and operator of luxury jewelry stores in Canada.
As of March 30, 2024, we have two reportable segments, “Retail” and “Other.” Retail consists of our retail operations whereby we operate 18 stores across Canada under the Maison Birks brand, one store under the Brinkhaus brand, one store under the Breitling brand, one store under the Graff brand, and one store under the Patek Phillippe brand.
As of March 29, 2025, we have two reportable segments, “Retail” and “Other.” Retail consists of our retail operations whereby we operate 17 stores across Canada under the Maison Birks brand, one retail location under the Birks brand, one retail location under the TimeVallée brand, one retail location under the Brinkhaus brand, one retail location under the Graff brand, one retail location under the Patek Philippe brand, and three retail locations under the Breitling brand.
During fiscal 2023, net cash used in investing activities was $9.4 million compared to $5.8 million used during fiscal 2022. The $3.6 million increase in net cash used in investing activities was primarily attributable to an increase in capital expenditures in fiscal 2023 compared to fiscal 2022.
The $0.3 million increase in net cash used in investing activities was primarily attributable to an increase in capital expenditures in fiscal 2025 compared to fiscal 2024. During fiscal 2024, net cash used in investing activities was $7.2 million compared to $9.4 million used during fiscal 2024.
Total Adjusted Operating Expenses For the fiscal year ended ($000’s) March 30, 2024 March 25, 2023 March 26, 2022 March 27, 2021 March 28, 2020 Total operating expenses (GAAP measure) $ 72,344 $ 71,768 $ 71,751 $ 59,171 $ 71,021 as a % of net sales 39.0 % 44.0 % 39.6 % 41.4 % 41.9 % Remove the impact of: Impairment of long-lived assets (a) — — — — — Total adjusted operating expenses as a % of net sales 39.0 % 44.0 % 39.6 % 41.4 % 41.7 % Adjusted operating income (loss) For the fiscal year ended ($000’s) March 30, 2024 March 25, 2023 March 26, 2022 March 27, 2021 March 28, 2020 Operating income (loss) (GAAP measure) $ 1,211 $ (3,808 ) $ 4,469 $ (2,821 ) $ (6,544 ) as a % of net sales 0.7 % -2.3 % 2.5 % -2.0 % -3.9 % Add the impact of: Impairment of long-lived assets (a) — — — — 309 Adjusted operating income (loss) (non-GAAP measure) $ 1,211 $ (3,808 ) $ 4,469 $ (2,821 ) $ (6,235 ) as a % of net sales 0.7 % -2.3 % 2.5 % -2.0 % -3.7 % EBITDA & Adjusted EBITDA For the fiscal year ended ($000’s) March 30, 2024 March 25, 2023 March 26, 2022 March 27, 2021 March 28, 2020 Net income (loss) from continuing operations (GAAP measure) $ (4,631 ) $ (7,432 ) $ 1,287 $ (5,838 ) $ (12,227 ) as a % of net sales -2.5 % -4.6 % 0.7 % -4.1 % -7.2 % Add the impact of: Interest expense and other financing costs 8,007 5,581 3,182 3,017 5,683 Income taxes expense (recovery) — — — — — Depreciation and amortization 6,639 5,673 5,809 5,458 4,845 EBITDA (non-GAAP measure) $ 10,015 $ 3,822 $ 10,278 $ 2,637 $ (1,699 ) as a % of net sales 5.4 % 2.3 % 5.7 % 1.8 % -1.0 % Add the impact of: Impairment of long-lived assets (a) — — — — 309 Adjusted EBITDA (non-GAAP measure) $ 10,015 $ 3,822 $ 10,278 $ 2,637 $ (1,390 ) as a % of net sales 5.4 % 2.3 % 5.7 % 1.8 % -0.8 % (a) Non-cash impairment of long-lived assets in fiscal 2020 related to leasehold improvements that are associated to store leases that have a possibility of early lease termination. 36 Liquidity and Capital Resources The Company’s ability to fund its operations and meet its cash flow requirements is dependent upon its ability to maintain positive excess availability under the Company’s Amended Credit Facility.
Total Adjusted Operating Expenses For the fiscal year ended ($000’s) March 29, 2025 March 30, 2024 March 25, 2023 March 26, 2022 March 27, 2021 Total operating expenses (GAAP measure) $ 71,843 $ 72,344 $ 71,768 $ 71,751 $ 59,171 as a % of net sales 40.4 % 39.0 % 44.0 % 39.6 % 41.4 % Remove the impact of: Impairment of long-lived assets (a) 4,592 — — — — Total adjusted operating expenses (non-GAAP measure) $ 67,251 $ 72,344 $ 71,768 $ 71,751 $ 59,171 as a % of net sales 37.8 % 39.0 % 44.0 % 39.6 % 41.4 % Adjusted operating income (loss) For the fiscal year ended ($000’s) March 29, 2025 March 30, 2024 March 25, 2023 March 26, 2022 March 27, 2021 Operating income (loss) (GAAP measure) $ (5,535 ) $ 1,211 $ (3,808 ) $ 4,469 $ (2,821 ) as a % of net sales -3.1 % 0.7 % -2.3 % 2.5 % -2.0 % Add the impact of: Impairment of long-lived assets (a) 4,592 — — — — Adjusted operating income (loss) (non-GAAP measure) $ (943 ) $ 1,211 $ (3,808 ) $ 4,469 $ (2,821 ) as a % of net sales -0.53 % 0.7 % -2.3 % 2.5 % -2.0 % 32 Table of Contents EBITDA & Adjusted EBITDA For the fiscal year ended ($000’s) March 29, 2025 March 30, 2024 March 25, 2023 March 26, 2022 March 27, 2021 Net income (loss) (GAAP measure) $ (12,819 ) $ (4,631 ) $ (7,432 ) $ 1,287 $ (5,838 ) as a % of net sales -7.2 % -2.5 % -4.6 % 0.7 % -4.1 % Add the impact of: Interest expense and other financing costs 9,712 8,007 5,581 3,182 3,017 Income taxes expense (recovery) — — — — — Depreciation and amortization 7,733 6,639 5,673 5,809 5,458 EBITDA (non-GAAP measure) $ 4,626 $ 10,015 $ 3,822 $ 10,278 $ 2,637 as a % of net sales 2.6 % 5.4 % 2.3 % 5.7 % 1.8 % Add the impact of: Impairment of long-lived assets (a) 4,592 — — — — Adjusted EBITDA (non-GAAP measure) $ 9,218 $ 10,015 $ 3,822 $ 10,278 $ 2,637 as a % of net sales 5.2 % 5.4 % 2.3 % 5.7 % 1.8 % (a) Non-cash impairment of long-lived assets in fiscal 2025 related to certain software costs associated with the delay in completing the implementation of the Company’s new ERP system. 33 Table of Contents Liquidity and Capital Resources The Company’s ability to fund its operations and meet its cash flow requirements is dependent upon its ability to maintain positive excess availability under the Company’s Amended Credit Facility.
On June 3, 2024, the Company entered into a financing agreement for a capital lease facility financing with Varilease Finance. Inc relating to certain equipment consisting of leasehold improvements, furniture, security equipment and related equipment for the partial renovation of a store.
As of March 29, 2025, the Company has U.S. $1.9 million (CAD $2.8 million) outstanding under this facility. On June 3, 2024, the Company entered into a financing agreement for a capital lease facility financing with Varilease Finance. Inc relating to certain equipment consisting of leasehold improvements, furniture, security equipment and related equipment for the partial renovation of a store.
Fiscal 2024 Summary Total net sales for fiscal 2024 were $185.3 million compared to $163.0 million in fiscal 2023, an increase of $22.3 million, or 13.7%. The increase in net sales in fiscal 2024 was primarily driven by the results of the Company’s retail channel.
Fiscal 2025 Summary Total net sales for fiscal 2025 were $177.8 million compared to $185.3 million in fiscal 2024, a decrease of $7.5 million, or 4.0%. The decrease in net sales in fiscal 2025 was primarily driven by the results of the Company’s retail channel.
On February 1, 2024, the Company entered into a financing agreement for a capital lease facility financing with Varilease Finance Inc. relating to certain equipment consisting of leasehold improvements, furniture, security equipment and related equipment for the construction of a new store. The maximum borrowing amount under this facility is U.S. $2.5 million (Cdn $3.4 million).
As of March 29, 2025, the Company has U.S. $0.6 million (CAD $0.9 million) outstanding under this facility. On February 1, 2024, the Company entered into a financing agreement for a capital lease facility financing with Varilease Finance Inc. relating to certain equipment consisting of leasehold improvements, furniture, security equipment and related equipment for the construction of a new store.
Gross Profit Fiscal Year Ended March 30, 2024 March 25, 2023 (In thousands) Gross Profit – Retail $ 68,370 $ 64,031 Gross Profit – Other 5,185 3,929 Total Gross Profit $ 73,555 $ 67,960 Gross Margin (Total Gross Profit as a % of Total Net Sales) 39.7 % 41.7 % Total gross profit for fiscal 2024 was $73.6 million, or 39.7% of net sales, compared to $68.0 million, or 41.7% of net sales in fiscal 2023.
Additionally, the increase in Net Sales – Other was further driven by an increase of 34.4% from our gold exchange business, partially offset by a decrease in our wholesale activity. 28 Table of Contents Gross Profit Fiscal Year Ended March 30, 2024 March 25, 2023 (In thousands) Gross Profit – Retail $ 68,370 $ 64,031 Gross Profit – Other 5,185 3,929 Total Gross Profit $ 73,555 $ 67,960 Gross Margin (Total Gross Profit as a % of Total Net Sales) 39.7 % 41.7 % Total gross profit for fiscal 2024 was $73.6 million, or 39.7% of net sales, compared to $68.0 million, or 41.7% of net sales in fiscal 2023.
Debt increased in fiscal 2024 versus fiscal 2023 to finance ongoing capital projects such as store renovations and costs related to the digital transformation of the Company, as well as to support the working capital needs.
Debt increased in fiscal 2025 versus fiscal 2024 to support the working capital needs and finance ongoing capital projects such as store renovations and costs related to the digital transformation of the Company. Repayments of Long-term debt were $1.9 million in fiscal 2025 compared to $2.0 million in fiscal 2024.
These estimates and assumptions are evaluated on an on-going basis and are based on historical experience and on various factors that are believed to be reasonable. We have identified certain critical accounting policies as noted below.
These estimates and assumptions are evaluated on an on-going basis and are based on historical experience and on various factors that are believed to be reasonable.
Going concern assumption Our consolidated financial statements have been prepared on a going concern basis in accordance with generally accepted accounting principles in the U.S.
We have identified certain critical accounting policies as noted below. 39 Table of Contents Going concern assumption Our consolidated financial statements have been prepared on a going concern basis in accordance with generally accepted accounting principles in the U.S.
The Company monitors for events or changes in circumstances that require a reassessment of one of its leases.
The Company monitors for events or changes in circumstances that require a reassessment of one of its leases. ROU assets, as part of the group of assets, are periodically reviewed for impairment.
We have continued to record a 100% valuation allowance on the full value of the deferred tax assets generated during these periods as the criteria for recognition of these assets was not met at March 25, 2023.
The tax years 2018 through 2025 remain open to examination in the major tax jurisdictions in which the Company operates. We have continued to record a 100% valuation allowance on the full value of the deferred tax assets generated during these periods as the criteria for recognition of these assets was not met on March 29, 2025.
Debt increased in fiscal 2023 versus fiscal 2022 to finance ongoing capital projects such as store renovations and costs related to the digital transformation of the Company. 41 The following table details capital expenditures in fiscal 2024, 2023, and 2022: Fiscal Year Ended March 30, 2024 March 25, 2023 March 26, 2022 (In thousands) Leasehold improvements $ 3,883 $ 3,772 $ 2,451 Electronic equipment, computer hardware and software 1,120 2,919 1,482 Furniture and fixtures and equipment 1,279 2,019 351 Intangible assets (1) 953 1,921 1,150 Total capital expenditures (2) $ 7,235 $ 10,631 $ 5,434 (1) Relates to the new e-commerce platform system as well as the ERP system totaling $0.9 million in fiscal 2024, $1.9 million in fiscal 2023 and $1.2 million in fiscal 2022.
The following table details capital expenditures in fiscal 2025, 2024, and 2023: Fiscal Year Ended March 29, 2025 March 30, 2024 March 25, 2023 (In thousands) Leasehold improvements $ 5,491 $ 3,883 $ 3,772 Electronic equipment, computer hardware and software 328 1,120 2,919 Furniture and fixtures and equipment 1,188 1,279 2,019 Intangible assets (1) 542 953 1,921 Total capital expenditures (2) $ 7,549 $ 7,235 $ 10,631 (1) Relates to the new e-commerce platform system totaling $0.5 million in fiscal 2025, $1.0 million in fiscal 2024 and $1.9 million in fiscal 2023.
As of March 30, 2024, the Company did not have any accrued interest related to uncertain tax positions due to available tax loss carry forwards. The tax years 2017 through 2024 remain open to examination in the major tax jurisdictions in which the Company operates.
Income Tax Expense The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of March 30, 2024, the Company did not have any accrued interest related to uncertain tax positions due to available tax loss carry forwards.
The average square footage of the Brinkhaus, Graff, and Patek Philippe locations was 1,640. The Breitling Laval location was 257 square feet. 25 Investment in RMBG Joint Venture In April of 2021, the Company entered into a joint venture with FWI LLC (“FWI”) to form RMBG Retail Vancouver ULC (“RMBG”). During fiscal 2023, the joint venture became operational.
Investment in RMBG Joint Venture In April of 2021, the Company entered into a joint venture with FWI LLC (“FWI”) to form RMBG Retail Vancouver ULC (“RMBG”). During fiscal 2023, the joint venture became operational.
On January 4, 2023, the Company received a loan forgiveness in the amount of $0.2 million that is being recognized over the term of the loan.
The secured term loan was used to fund the working capital needs of the Company, of which $2.8 million is outstanding at March 30, 2025. On January 4, 2023, the Company received a loan forgiveness in the amount of $0.2 million that is being recognized over the term of the loan.
The capital lease financing bears interest at 16% and is repayable over 24 months. During fiscal 2024, the Company borrowed approximately U.S. $2.4 million (Cdn $3.3 million) against this facility. As of March 30, 2024, the Company has U.S. $1.8 million (Cdn $2.4 million) outstanding under this facility.
The maximum borrowing amount under this facility is U.S. $2.5 million (CAD $3.4 million). During fiscal 2025, the Company had borrowed a total amount of U.S. $2.4 million (CAD $3.3 million) against this facility. The capital lease financing bears interest at approximately 14% annually and is repayable over 24 months.
The decrease of 200 basis points in gross margin percentage resulted primarily from the sales mix with increased sales from third party branded timepieces and jewelry partially offset by lower promotions and discounts. • SG&A expenses in fiscal 2024 were $65.7 million, or 35.5% of net sales, compared to $66.1 million, or 40.6% of net sales in fiscal 2023, a decrease of $0.4 million.
The decrease of 240 basis points in gross margin percentage resulted primarily from the sales mix with decreased sales from third-party branded jewelry, as well as a foreign exchange loss. • SG&A expenses in fiscal 2025 were $59.5 million, or 33.5% of net sales, compared to $65.7 million, or 35.5% of net sales in fiscal 2024, a decrease of $6.2 million.
There were no expenses associated with operational restructuring plans and impairment losses in fiscal 2024 and fiscal 2023.The table below provides a reconciliation of the non-GAAP measures presented to the most directly comparable financial measures calculated with GAAP.
There was an expense of $4.6 million associated with an impairment loss in fiscal 2025 The table below provides a reconciliation of the non-GAAP measures presented to the most directly comparable financial measures calculated with GAAP.
All fiscal years in the table below consisted of 52 weeks except for the period ended March 30, 2024 which consists of 53 weeks. The historical results included below and elsewhere in this Annual Report are not necessarily indicative of our future performance.
All fiscal years in the table below consisted of 52 weeks except for the period ended March 30, 2024 which consisted of 53 weeks.
The $25.6 million decrease in cash flows from operating activities was primarily the result of (i) a $8.7 million decrease in net income in fiscal 2023 versus fiscal 2022, and (ii) an increase of $15.3 million in net cash used by changes in working capital, of which year over year changes included an inventory increase of $9.5 million in fiscal 2023 compared to a decrease of $18.9 million in fiscal 2022 (reduced cash from operations by $28.3 million) driven by lower turnover and higher purchases of inventory when compared to fiscal 2022, an increase in accounts receivable of $0.3 million in fiscal 2023 compared to an increase in accounts receivable of $0.5 million in fiscal 2022 (decreased cash from operations of $0.8 million) driven by lower sales compared to fiscal 2022, an increase in accounts payable of $9.0 million in fiscal 2023 compared to a decrease of $9.7 million in fiscal 2022 (increased cash from operations by $18.7 million) driven in part by a buildup of inventory as required by the exhibition programs set up by certain brands, partially offset by an accrued liabilities decrease of $1.8 million in fiscal 2023 compared to an increase of $1.9 million in fiscal 2022 (decreased cash from operations of $3.7 million) driven by repayments of rent deferrals.
The $1.9 million decrease in cash flows from operating activities was primarily the result of a $8.2 million increase in net loss in fiscal 2025 versus fiscal 2024 offset by an increase of $4.6 million non-cash impairment of long-lived assets, $2.5 million of net cash generated by the change in working capital, of which year over year changes included an inventory increase of $17.2 million in fiscal 2025 compared to an increase of $10.7 million in fiscal 2024 (reduced cash from operations by $6.5 million) driven by lower turnover and higher purchases of inventory when compared to fiscal 2024, a decrease in accounts receivable of $1.8 million in fiscal 2025 compared to a decrease in accounts receivable of $4.2 million in fiscal 2024 (increased cash from operations of $2.3 million) driven by shorter-term credit plans offered to clients compared to fiscal 2024, an increase in accounts payable of $15.3 million in fiscal 2025 compared to an increase of $5.5 million in fiscal 2024 (increased cash from operations by $9.7 million) driven in part by the increase in inventory and longer payment terms with certain vendors, an increase in Other long-term liabilities of $1.8 million in fiscal 2025 compared to an increase of $2.3 million in fiscal 2024 (decreased cash from operations by $0.5 million) driven by an increase of supplier financing agreements in fiscal 2025 compared to a decrease of $1.5 million in fiscal 2024 (increased cash from operations of $0.5 million) driven by repayments of rent deferrals.
On July 8, 2020, the Company secured a new six-year term loan with Investissement Québec, in the amount of $10.0 million, as amended. The secured term loan was used to fund the working capital needs of the Company, of which $4.9 million is outstanding at March 30, 2024.
As of March 29, 2025, the working capital ratio was 0.88. On July 14, 2025, Investissement Québec modified the working capital covenant for fiscal years ending March 29, 2025 and March 28, 2026 to 0.88. On July 8, 2020, the Company secured a new six-year term loan with Investissement Québec, in the amount of $10.0 million, as amended.
As of March 25, 2023, the Company did not have any accrued interest related to uncertain tax positions due to available tax loss carry forwards. The tax years 2016 through 2023 remain open to examination in the major tax jurisdictions in which the Company operates.
Income Tax Expense The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of March 29, 2025, the Company did not have any accrued interest related to uncertain tax positions due to available tax loss carry forwards.
We expect to finance these capital expenditures from operating cash flows, and existing financing arrangements including tenant allowances from our landlords and lease financing. The Company continues to be actively engaged in identifying alternative sources of financing that may include raising additional funds through public or private equity, the disposal of assets, and debt financing, including funding from governmental sources.
The Company continues to be actively engaged in identifying alternative sources of financing that may include raising additional funds through public or private equity, the disposal of assets, and debt financing, including funding from governmental sources. Maintenance of sufficient availability of funding through an adequate amount of committed financing is necessary for us to fund our day-to-day operations.
The main drivers of the decrease in SG&A expenses in the period include lower marketing costs ($1.3 million) and lower non-cash stock based compensation expense ($2.0 million) due to the fluctuations in the Company’s stock price during the fiscal year, offset by higher compensation costs ($1.5 million) primarily due to longer store opening hours compared to fiscal 2023, higher credit card costs ($1.1 million) due to higher cost on private label credit cards and proprietary credit cards, higher occupancy costs ($0.4 million) and higher general operating costs and variable costs ($0.3 million).
The main drivers of the decrease in SG&A expenses in fiscal 2025 include lower occupancy costs ($2.7 million) mainly due to store closures and store lease modifications, lower marketing costs ($2.3 million) mainly due to lower brand development initiatives, lower compensation costs ($0.5 million) mainly due to lower sales volume and head count reduction, lower general operating costs ($0.4 million) and lower non-cash based compensation expense ($0.3 million) mainly due to fluctuations in the Company’s stock price during the fiscal year.
In 2024, we launched the construction of a new store in Montreal (opening in August 2024) and we completed the remodeling of our Laval store and one of our Calgary stores that began in fiscal 2023.
In 2024, we launched the construction of a new store in Montreal (which opened in September 2024) and we completed the remodeling of our Laval store and one of our Calgary stores. In the last three years, we also invested in a new e-commerce platform.
The main drivers of the decrease in SG&A expenses in fiscal 2024 include lower marketing costs ($1.3 million) and lower non-cash stock based compensation expense ($2.0 million) due to the fluctuations in the Company’s stock price during the fiscal year, offset by higher compensation costs ($1.5 million) primarily due to longer store opening hours compared to fiscal 2023, higher credit card costs ($1.1 million) due to higher cost on private label credit cards and proprietary credit cards, higher occupancy costs ($0.4 million) and higher general operating costs and variable costs ($0.3 million).
The main drivers of the decrease in SG&A expenses in fiscal 2025 include lower occupancy costs ($2.7 million) mainly due to store closures and store lease modifications, lower marketing costs ($2.3 million) mainly due to lower brand development initiatives, lower compensation costs ($0.5 million) mainly due to lower sales volume and head count reduction, lower general operating costs ($0.4 million) and lower non-cash based compensation expense ($0.3 million) mainly due to fluctuations in the Company’s stock price during the fiscal year.
As a percentage of sales, SG&A expenses in fiscal 2023 increased by 430 basis points as compared to fiscal 2022. Depreciation and Amortization Depreciation and amortization expense in fiscal 2023 was $5.7 million compared to $5.8 million in fiscal 2022.
As a percentage of sales, SG&A expenses in fiscal 2025 decreased by 200 basis points as compared to fiscal 2024 reflecting the Company’s focus on cost management and containment. Depreciation and Amortization Depreciation and amortization expense in fiscal 2025 was $7.7 million compared to $6.6 million in fiscal 2024.
The Company met its excess availability requirements throughout fiscal 2024. In addition, the Company expects to have excess availability of at least $8.5 million for at least the next twelve months from the date of this Form 20-F.
The Company was above the minimum excess availability as defined in the Amended Credit Facility and Amended Term Loan throughout fiscal 2025. In addition, the Company expects to be above the minimum excess availability as defined in the Amended Credit Facility and Amended Term Loan for at least the next twelve months from the date of this Form 20-F.
On July 14, 2023, the Company entered into a financing agreement for a capital lease facility financing with Varilease Finance Inc. relating to certain equipment consisting of leasehold improvements, furniture, security equipment and related equipment for store construction and renovation. The maximum borrowing amount under this facility is U.S $3.6 million (Cdn $4.7 million).
The loan bears interest at a rate of 8.3% per annum and is repayable in 72 monthly payments from June 26, 2021, the date of the drawdown. 35 Table of Contents On July 14, 2023, the Company entered into a financing agreement for a capital lease facility financing with Varilease Finance Inc. relating to certain equipment consisting of leasehold improvements, furniture, security equipment and related equipment for store construction and renovation.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeThe Long-Term Incentive Plan authorized the issuance of 900,000 Class A voting shares, which consisted of authorized but unissued Class A voting shares. The Long-term Incentive Plan expired on February 10, 2016 and no further awards will be granted under this plan. However, this plan will remain effective until the outstanding awards issued thereunder terminate or expire by their terms.
Biggest changeHowever, this plan will remain effective until the outstanding awards issued thereunder terminate or expire by their terms. As of May 31, 2025, there were no outstanding available awards under the Long-Term Incentive Plan.
Mr. Rossi di Montelera’s term as a director of Birks Group expires in 2024. Mr. Rossi di Montelera was a consultant for Gestofi from August 2009 until December 31, 2016 and provided consulting services to the Company in the areas of new product and brand development in addition to being involved with the Company’s business development activities and strategic initiatives.
Mr. Rossi di Montelera’s term as a director of Birks Group expires in 2025. Mr. Rossi di Montelera was a consultant for Gestofi from August 2009 until December 31, 2016 and provided consulting services to the Company in the areas of new product and brand development in addition to being involved with the Company’s business development activities and strategic initiatives.
Imbriglio’s term as a director of Birks Group expires in 2024. He is a corporate director. Mr. Imbriglio has been a Chartered Professional Accountant since 1982. From 2002 to 2013, Mr. Imbriglio lead Raymond Chabot Grant Thornton LLP’s (“RCGT”) corporate finance unit which included M&A, financing, business valuation and public-private partnerships.
Imbriglio’s term as a director of Birks Group expires in 2025. He is a corporate director. Mr. Imbriglio has been a Chartered Professional Accountant since 1982. From 2002 to 2013, Mr. Imbriglio lead Raymond Chabot Grant Thornton LLP’s (“RCGT”) corporate finance unit which included M&A, financing, business valuation and public-private partnerships.
Rossi di Montelera is the son of Dr. Rossi di Montelera, who was the Company’s Chairman of the Board until December 31, 2016, and is the brother-in-law of Mr. Carlo Coda-Nunziante who was the Company’s Vice President, Strategy until March 31, 2018. Jean-Christophe Bédos, age 59, was appointed to the Company’s Board of Directors on April 19, 2012.
Rossi di Montelera is the son of Dr. Rossi di Montelera, who was the Company’s Chairman of the Board until December 31, 2016, and is the brother-in-law of Mr. Carlo Coda-Nunziante who was the Company’s Vice President, Strategy until March 31, 2018. Jean-Christophe Bédos, age 60, was appointed to the Company’s Board of Directors on April 19, 2012.
Other Executive Officers Katia Fontana, age 54, is our Vice President, Chief Financial Officer and has been with Birks Group since January 13, 2020. Prior to joining us, she was Chief Financial Officer at Avenir Global, a holding company for communications and public relations firms.
Other Executive Officers Katia Fontana, age 55, is our Vice President, Chief Financial Officer and has been with Birks Group since January 13, 2020. Prior to joining us, she was Chief Financial Officer at Avenir Global, a holding company for communications and public relations firms.
The executive officers interact periodically with the committees to address management issues. During fiscal 2024, our Board of Directors was composed of the three main committees below. The Board of Directors may from time to time also create special committees of the Board as needed. 1. Audit and Corporate Governance Committee .
The executive officers interact periodically with the committees to address management issues. During fiscal 2025, our Board of Directors was composed of the three main committees below. The Board of Directors may from time to time also create special committees of the Board as needed. 1. Audit and Corporate Governance Committee .
He has over 25 years of experience in merchandising, marketing, branding and product development in the global retail luxury sector. Mr. Bédos was President and Chief Executive Officer of French jeweler Boucheron from May 2004 to September 2011.
He has over 35 years of experience in merchandising, marketing, branding and product development in the global retail luxury sector. Mr. Bédos was President and Chief Executive Officer of French jeweler Boucheron from May 2004 to September 2011.
Item 6. Directors, Senior Management and Employees EXECUTIVE OFFICERS AND DIRECTORS The following table sets forth information about our executive officers and directors, and their respective ages and positions as of May 31, 2024. During fiscal 2024, the Company had four executive officers.
Item 6. Directors, Senior Management and Employees EXECUTIVE OFFICERS AND DIRECTORS The following table sets forth information about our executive officers and directors, and their respective ages and positions as of May 31, 2025. During fiscal 2025, the Company had four executive officers.
He was the Company’s Chief Operating Officer from January 2012 to March 2012 and became the Company’s President and Chief Executive Officer on April 1, 2012. He became a director of Birks Group on April 19, 2012 and his term as a director expires in 2024.
He was the Company’s Chief Operating Officer from January 2012 to March 2012 and became the Company’s President and Chief Executive Officer on April 1, 2012. He became a director of Birks Group on April 19, 2012 and his term as a director expires in 2025.
The corporate governance responsibilities of the committee were transferred to the audit committee and the nomination responsibilities were transferred to the compensation committee. We are a “controlled company” (one in which more than 50% of the voting power is held by an individual, a group or another company) within the meaning of the rules of the NYSE American.
The corporate governance responsibilities of the committee were transferred to the audit committee and the nomination responsibilities were transferred to the compensation committee. 44 Table of Contents We are a “controlled company” (one in which more than 50% of the voting power is held by an individual, a group or another company) within the meaning of the rules of the NYSE American.
Maurice was a member of the board directors of Raymond Chabot Grant Thornton LLP, a leading professional services firm in Canada in the areas of assurance, tax, advisory services and business recovery and reorganization. 48 Deborah Shannon Trudeau , age 68, was elected to the Company’s Board of Directors on September 22, 2022. Ms.
Maurice was a member of the board directors of Raymond Chabot Grant Thornton LLP, a leading professional services firm in Canada in the areas of assurance, tax, advisory services and business recovery and reorganization. Deborah Shannon Trudeau , age 69, was elected to the Company’s Board of Directors on September 22, 2022. Ms.
A detailed discussion of each of these attributes can be found in the compensation and nominating committee charter, which is available on the Company’s website at www.birks.com. 3. Executive Committee. We have a standing executive committee. The executive committee operates under a written charter adopted by the Board of Directors.
A detailed discussion of each of these attributes can be found in the compensation and nominating committee charter, which is available on the Company’s website at www.birks.com . 45 Table of Contents 3. Executive Committee. We have a standing executive committee. The executive committee operates under a written charter adopted by the Board of Directors.
From and including September 2023 and every September thereafter, each director who is not an employee of the Company is entitled to receive deferred stock units equal to a value of US$45,000 (approximately $60,600 in Canadian dollars).
From and including September 2023 and every September thereafter, each director who is not an employee of the Company is entitled to receive deferred stock units equal to a value of U.S. $45,000 (approximately $60,600 in Canadian dollars).
Imbriglio also has been and currently is a director of a number of other private companies, non-profit organizations as well as public company corporate boards. Louis-Philippe Maurice , age 42, was elected to the Company’s Board of Directors on September 14, 2023. Mr. Maurice’s term as a director of Birks Group expires in 2024.
Imbriglio also has been and currently is a director of a number of other private companies, non-profit organizations as well as public company corporate boards. Louis-Philippe Maurice , age 43, was elected to the Company’s Board of Directors on September 14, 2023. Mr. Maurice’s term as a director of Birks Group expires in 2025.
The members of the audit and corporate governance committee, and the compensation and nominating committee received an additional annual fee of US$8,000 and US$6,000 (approximately $10,800 and $8,100 in Canadian dollars), respectively, and the independent member of the executive committee received an additional annual fee of US$4,000 (approximately $5,400 in Canadian dollars).
The members of the audit and corporate governance committee, and the compensation and nominating committee received an additional annual fee of U.S. $8,000 and U.S. $6,000 (approximately $10,800 and $8,100 in Canadian dollars), respectively, and the independent member of the executive committee received an additional annual fee of U.S. $4,000 (approximately $5,400 in Canadian dollars).
He was a member of the Supervisory Board of Montrovest B.V. until April 2018. He also serves as a director of a number of other corporate boards. Maria Eugenia Girón , age 60, was elected to the Company’s Board of Directors on September 14, 2023. Ms. Gir ó n’s term as a director of Birks Group expires in 2024.
He was a member of the Supervisory Board of Montrovest B.V. until April 2018. He also serves as a director of a number of other corporate boards. Maria Eugenia Girón , age 61, was elected to the Company’s Board of Directors on September 14, 2023. Ms. Gir ó n’s term as a director of Birks Group expires in 2025.
The chairperson of each of the audit and corporate governance committee, and the compensation and nominating committee received an additional annual fee of US$15,000 and US$12,000 (approximately $20,200 and $16,200 in Canadian dollars) respectively.
The chairperson of each of the audit and corporate governance committee, and the compensation and nominating committee received an additional annual fee of U.S. $15,000 and U.S. $12,000 (approximately $20,200 and $16,200 in Canadian dollars) respectively.
Notwithstanding the fact that we qualify for the “controlled company” exemption, we maintain an audit and corporate governance committee and a compensation and nominating committee comprised solely of independent directors. In relation to fiscal year 2024, the Company’s Board of Directors held a total of nine board meetings and fourteen committee meetings.
Notwithstanding the fact that we qualify for the “controlled company” exemption, we maintain an audit and corporate governance committee and a compensation and nominating committee comprised solely of independent directors. In relation to fiscal year 2025, the Company’s Board of Directors held a total of eleven board meetings and fourteen committee meetings.
In addition, the audit and corporate governance committee has oversight responsibility on all aspects of the Company’s corporate governance policies as well as the oversight and review of all related party transactions. In relation to fiscal 2024, the audit and corporate governance committee held four meetings.
In addition, the audit and corporate governance committee has oversight responsibility on all aspects of the Company’s corporate governance policies as well as the oversight and review of all related party transactions. In relation to fiscal 2025, the audit and corporate governance committee held six meetings.
Zahra 68 Director Katia Fontana 54 Vice President and Chief Financial Officer Maryame El Bouwab 46 Vice President Merchandising, Planning and Supply Chain Miranda Melfi 60 Vice President, Human Resources, Chief Legal Officer & Corporate Secretary 47 Directors Niccolò Rossi di Montelera, age 51, was elected to the Company’s Board of Directors on September 23, 2010 and served as Vice-Chairman of the Company’s Board of Directors from June 2015 until being appointed Executive Chairman of the Board effective January 1, 2017.
Zahra 69 Director Katia Fontana 55 Vice President and Chief Financial Officer Maryame El Bouwab 47 Vice President Merchandising, Planning and Supply Chain Miranda Melfi 61 Vice President, Human Resources, Chief Legal Officer & Corporate Secretary Directors Niccolò Rossi di Montelera, age 52, was elected to the Company’s Board of Directors on September 23, 2010 and served as Vice-Chairman of the Company’s Board of Directors from June 2015 until being appointed Executive Chairman of the Board effective January 1, 2017.
Total As of March 30, 2024: Administration and operating support 123 Retail 167 Total 290 As of March 25, 2023: Administration and operating support 142 Retail 171 Total 313 As of March 26, 2022: Administration and operating support 130 Retail 166 Total 296 SHARE OWNERSHIP The following table sets forth information regarding the beneficial ownership of our Class A voting shares as of May 31, 2024, based on 11,472,999 Class A voting shares, by each executive officer and each director: Name of Beneficial Owner Number of Class A Voting Shares Beneficially Owned Options/DSUs to Purchase Shares Percentage of Beneficially Owned Niccolò Rossi di Montelera — 110,588 (1) * Jean-Christophe Bédos 92,633 — * Davide Barberis Canonico — 110,588 (1) * Maria Eugenia Girón — — — Emilio B.
Total As of March 29, 2025: Administration and operating support 118 Retail 175 Total 293 As of March 30, 2024: Administration and operating support 123 Retail 167 Total 290 As of March 25, 2023: Administration and operating support 142 Retail 171 Total 313 SHARE OWNERSHIP The following table sets forth information regarding the beneficial ownership of our Class A voting shares as of May 31, 2025, based on 11,876,717 Class A voting shares, by each executive officer and each director: Name of Beneficial Owner Number of Class A Voting Shares Beneficially Owned Options/DSUs to Purchase Shares Percentage of Beneficially Owned Niccolò Rossi di Montelera — 110,588 (1) * Jean-Christophe Bédos 92,633 * Davide Barberis Canonico — 110,588 (1) * Maria Eugenia Girón — — — Emilio B.
He also serves as a director and Vice-Chairman of the Board of The Montreal General Hospital Foundation. Davide Barberis Canonico, age 58, was elected to the Company’s Board of Directors on September 12, 2013. Mr. Canonico’s term as a director of Birks Group expires in 2024. From January 1, 2016 until April 2018, Mr.
He also served as a director and Vice-Chairman of the Board of The Montreal General Hospital Foundation until June 18, 2025. Davide Barberis Canonico, age 59, was elected to the Company’s Board of Directors on September 12, 2013. Mr. Canonico’s term as a director of Birks Group expires in 2025. From January 1, 2016 until April 2018, Mr.
The compensation and nominating committee operates under a written charter adopted by the Board of Directors. The purpose of the compensation and nominating committee is to recommend to the Board of Directors (i) director compensation and (ii) executive compensation, including base salaries, bonuses and long-term incentive awards for the Chief Executive Officer and certain other executive officers of Birks Group.
The purpose of the compensation and nominating committee is to recommend to the Board of Directors (i) director compensation and (ii) executive compensation, including base salaries, bonuses and long-term incentive awards for the Chief Executive Officer and certain other executive officers of Birks Group.
COMPENSATION OF DIRECTORS AND OFFICERS Director Compensation Until September 30, 2022, each director who was not an employee of the Company was entitled to receive an annual fee of U.S. $25,000 (approximately $33,700 in Canadian dollars) for serving on our Board of Directors, U.S. $1,500 (approximately $2,000 in Canadian dollars) for each Board meeting attended in person or by video conference and U.S. $750 (approximately $1,000 in Canadian dollars) for each Board meeting lasting over one (1) hour attended by phone or by video conference.
She also serves as a member of the Board of Governors of Concordia University. 42 Table of Contents COMPENSATION OF DIRECTORS AND OFFICERS Director Compensation Until September 30, 2022, each director who was not an employee of the Company was entitled to receive an annual fee of U.S. $25,000 (approximately $33,700 in Canadian dollars) for serving on our Board of Directors, U.S. $1,500 (approximately $2,000 in Canadian dollars) for each Board meeting attended in person or by video conference and U.S. $750 (approximately $1,000 in Canadian dollars) for each Board meeting lasting over one (1) hour attended by phone or by video conference.
She is also a director of a number of non-profit organizations including IC-A, Instituto de Consejeros y Administradores (the Spanish association of independent directors dedicated to the creation and dissemination of good corporate governance practices), Royal Tapestry Manufacturing and IE University. Emilio B. Imbriglio , age 64, was elected to the Company’s Board of Directors on September 22, 2022. Mr.
She was a director of a number of non-profit organizations including IC-A, Instituto de Consejeros y Administradores (the Spanish association of independent directors dedicated to the creation and dissemination of good corporate governance practices) and IE University. 41 Table of Contents Emilio B. Imbriglio , age 65, was elected to the Company’s Board of Directors on September 22, 2022. Mr.
The compensation and nominating committee is also responsible for nominating potential nominees to the Board of Directors. The Company’s policy with regard to the consideration of any director candidates recommended by a shareholder is that it will consider such candidates and evaluate such candidates by the same process as candidates identified by the compensation and nominating committee.
The Company’s policy with regard to the consideration of any director candidates recommended by a shareholder is that it will consider such candidates and evaluate such candidates by the same process as candidates identified by the compensation and nominating committee.
With respect to such period, all of the directors attended 100% of the meetings of the Board of Directors, except for three directors who attended 80% of the board meetings. Our Board of Directors is supported by committees, which are working groups that analyze issues and provide recommendations to the Board of Directors regarding their respective areas of focus.
With respect to such period, three directors attended 100% of the meetings of the Board of Directors, three directors attended 91% and two directors attended 64% of the board meetings. Our Board of Directors is supported by committees, which are working groups that analyze issues and provide recommendations to the Board of Directors regarding their respective areas of focus.
Name Age Position Niccolò Rossi di Montelera 51 Executive Chairman of the Board & Director Jean-Christophe Bédos 59 President, Chief Executive Officer & Director Davide Barberis Canonico 58 Director Maria Eugenia Girón 60 Director Emilio B. Imbriglio 64 Director Louis-Philippe Maurice 42 Director Deborah Shannon Trudeau 68 Director Joseph F.X.
Name Age Position Niccolò Rossi di Montelera 52 Executive Chairman of the Board & Director Jean-Christophe Bédos 60 President, Chief Executive Officer & Davide Barberis Canonico 59 Director Maria Eugenia Girón 61 Director Emilio B. Imbriglio 65 Director Louis-Philippe Maurice 43 Director Deborah Shannon Trudeau 69 Director Joseph F.X.
Girón are independent, non-employee directors of the Company. 53 EMPLOYEES As of March 30, 2024, we employed approximately 290 persons, including 12 employees on temporary leave. None of our employees are governed by a collective bargaining agreement with a labor union.
Girón are independent, non-employee directors of the Company. EMPLOYEES As of March 29, 2025, we employed approximately 293 persons, including 16 employees on temporary leave. None of our employees are governed by a collective bargaining agreement with a labor union.
She has been with the Company since March 2013. Prior to her current position, she was the Company’s Vice President, Planning and Supply Chain from June 1, 2018 to September 30, 2018 and Vice President, Merchandise Planning from February 1, 2017 to May 31, 2018. From March 2013 to February 2017, she was the Company’s Director of Merchandise Planning.
Maryame El Bouwab , age 47, is our Vice President, Merchandising, Planning and Supply Chain. She has been with the Company since March 2013. Prior to her current position, she was the Company’s Vice President, Planning and Supply Chain from June 1, 2018 to September 30, 2018 and Vice President, Merchandise Planning from February 1, 2017 to May 31, 2018.
From 1997 to 2006, Ms. Girón was the Chief Executive Officer of Carrera Y Carrera, a Spanish high-end jewellery brand and from 1992 to 1997, she held several senior management positions with Loewe, a luxury goods company.
From 1997 to 2006, Ms. Girón was the Chief Executive Officer of Carrera Y Carrera, a Spanish high-end jewellery brand and from 1992 to 1997, she held several senior management positions with Loewe, a luxury goods company. She is Vice-Chair of Oceana, a leading ocean conservation global organization, and a director of Royal Tapestry Manufacturing.
Since September 2018 and every September thereafter until September 2022, each director who is not an employee of the Company is entitled to receive deferred stock units equal to a value of U.S. $25,000 (approximately $33,700 in Canadian dollars). All directors were reimbursed for reasonable travel expenses incurred in connection with the performance of their duties as directors.
Since September 2018 and every September thereafter until September 2022, each director who is not an employee of the Company is entitled to receive deferred stock units equal to a value of U.S. $25,000 (approximately $33,700 in Canadian dollars).
Imbriglio are “audit committee financial experts” as this term is defined under SEC rules. Neither the SEC nor the NYSE American requires us to designate an “audit committee financial expert”. A copy of the audit committee charter is available on the Company’s website at www.birks.com . 52 2. Compensation and Nominating Committee . We have a standing compensation committee.
Neither the SEC nor the NYSE American requires us to designate an “audit committee financial expert”. A copy of the audit committee charter is available on the Company’s website at www.birks.com . 2. Compensation and Nominating Committee . We have a standing compensation committee. The compensation and nominating committee operates under a written charter adopted by the Board of Directors.
In the event of a change in control of Birks Group, the Administrator, at its sole discretion, may determine that all outstanding awards shall become fully and immediately exercisable and vested.
The selection of the grantees and the nature and size of grants and awards are wholly within the discretion of the Administrator. 43 Table of Contents In the event of a change in control of Birks Group, the Administrator, at its sole discretion, may determine that all outstanding awards shall become fully and immediately exercisable and vested.
Prior to her current position, she was our Vice President, Legal Affairs and Corporate Secretary from April 2006 to September 2018. Prior to joining us, Ms. Melfi was with Cascades Inc., a publicly-traded pulp and paper company for eight years and held the position of Vice President, Legal Affairs, Boxboard Group. From 1994 to 1998, Ms.
Melfi was with Cascades Inc., a publicly-traded pulp and paper company for eight years and held the position of Vice President, Legal Affairs, Boxboard Group. From 1994 to 1998, Ms.
(1) Includes deferred stock units to acquire an equivalent amount of Class A voting shares upon exercise following the departure of the director at a price of $0 per share. The deferred stock units are redeemable during the period commencing on the day immediately following the departure of the director and ending on December 31 of the following year.
(1) Includes deferred stock units to acquire an equivalent amount of Class A voting shares upon exercise following the departure of the director at a price of $0 per share.
Imbriglio (Chair since September 14, 2023), Davide Barberis Canonico, Maria Eugenia Girón (since September 14, 2023) and Joseph F.X. Zahra (until September 14, 2023), each of whom was financially literate and an independent (as defined by the NYSE American listing standards and SEC rules), non-employee director of the Company. We have determined that both Frank Di Tomaso and Emilio B.
Imbriglio (Chair), Davide Barberis Canonico, and Maria Eugenia Girón, each of whom was financially literate and an independent (as defined by the NYSE American listing standards and SEC rules), non-employee director of the Company. We have determined that Emilio B. Imbriglio is an “audit committee financial expert” as this term is defined under SEC rules.
With respect to such period, all the members of the audit and corporate governance committee attended 100% of these meetings. During fiscal 2024, the audit and corporate governance committee was comprised of Frank Di Tomaso (Chair and member until September 14, 2023), Emilio B.
With respect to such period, all the members of the audit and corporate governance committee attended 100% of these meetings, except for one member who attended 83% of the committee meetings. During fiscal 2025, the audit and corporate governance committee was comprised of Emilio B.
Prior thereto, she was with Groupe Dynamite Inc., an apparel retailer, from 2004 to 2018 in various positions, including Chief Financial Officer, Vice President, Finance and Administration and Director, Finance. From 1993 to 2004, Ms. Fontana was with Deloitte in its audit and assurance practice. Maryame El Bouwab , age 46, is our Vice President, Merchandising, Planning and Supply Chain.
Prior thereto, she was with Groupe Dynamite Inc., an apparel retailer, from 2004 to 2018 in various positions, including Chief Financial Officer, Vice President, Finance and Administration and Director, Finance. From 1993 to 2004, Ms. Fontana was with Deloitte in its audit and assurance practice. She also serves as a member of the board of directors of Aéroports de Montréal.
Any employee or consultant selected by the Administrator is eligible for any type of award provided for under the Long-Term Incentive Plan, except that incentive stock options may not be granted to consultants. The selection of the grantees and the nature and size of grants and awards are wholly within the discretion of the Administrator.
In general, the Long-Term Incentive Plan is administered by Birks Group’s Board of Directors or a committee designated by the Board of Directors (the “Administrator”). Any employee or consultant selected by the Administrator is eligible for any type of award provided for under the Long-Term Incentive Plan, except that incentive stock options may not be granted to consultants.
The chairperson and any other members of any special independent committee of directors that may be established from time to time is entitled to receive compensation as may be determined by the Board of Directors for his or her service on such committee. 49 Since October 1, 2022, each director who is not an employee of the Company is entitled to receive an annual fee of US$45,000 (approximately $60,600 in Canadian dollars) for serving on the Company’s Board of Directors.
The chairperson and any other members of any special independent committee of directors that may be established from time to time is entitled to receive compensation as may be determined by the Board of Directors for his or her service on such committee.
Since 1987, she has been a member of the Advisory Board of Trudeau Corporation, a Canadian family-owned company founded in 1889 that distributes high-end European crystal and glassware products and is a global leader in the design, creation, marketing and distribution of its own Trudeau-branded lifestyle kitchenware and tableware products. From 1987 until 2018, Ms.
Trudeau’s term as a director of Birks Group expires in 2025. She is former Senior Vice-President of International Business and Licensing at Trudeau Corporation, a Canadian family-owned company founded in 1889 that distributes high-end European crystal and glassware products and is a global leader in the design, creation, marketing and distribution of its own Trudeau-branded lifestyle kitchenware and tableware products.
The summary compensation table regarding our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers and the option/RSU grants and exercise of options/RSU tables in our Management Proxy Circular will be filed on Form 6-K with the SEC in connection with our 2024 Annual Meeting of Shareholders. 50 Birks Group Incentive Plans The following plan makes reference to stock prices; since BGI trades publicly on the NYSE American, all stock prices are denominated in U.S. dollars.
The summary compensation table regarding our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers and the long-term incentive award grants and exercise of long-term incentive award tables in our Management Proxy Circular will be filed on Form 6-K with the SEC in connection with our 2025 Annual Meeting of Shareholders.
During fiscal year 2024, the executive committee consisted of Niccolò Rossi di Montelera (Chair), Jean-Christophe Bédos, Davide Barberis Canonico, Maria Eugenia Girón (since September 14, 2023) and Joseph F.X. Zahra (until September 14, 2023). In relation to fiscal year 2024, the executive committee held five meetings.
During fiscal year 2025, the executive committee consisted of Niccolò Rossi di Montelera (Chair), Jean-Christophe Bédos, Davide Barberis Canonico, and Maria Eugenia Girón. In relation to fiscal year 2025, the executive committee held four meetings. All of the members of the executive committee attended 100% of these meetings with respect to such period. Messrs. Barberis Canonico and Mrs.
Prior to joining the Company, Ms. El Bouwab was, from 2005 to 2012, with Mexx Canada and Lucky Brand Jeans and held the position of Merchandising and Planning Manager. Miranda Melfi, age 60, is our Vice President, Human Resources, Chief Legal Officer and Corporate Secretary and has been with Birks Group since April 2006.
Miranda Melfi, age 61, is our Vice President, Human Resources, Chief Legal Officer and Corporate Secretary and has been with Birks Group since April 2006. Prior to her current position, she was our Vice President, Legal Affairs and Corporate Secretary from April 2006 to September 2018. Prior to joining us, Ms.
In relation to fiscal year 2024, the compensation and nominating committee held four meetings and all members of the compensation and nominating committee attended 100% of these meetings with respect to that period, except for one member who attended 80% of the meetings. During fiscal year 2024, the compensation and nominating committee was comprised of Shirley A.
In relation to fiscal year 2025, the compensation and nominating committee held four meetings and all members of the compensation and nominating committee attended 100% of these meetings with respect to that period. During fiscal year 2025, the compensation and nominating committee was comprised of Deborah Shannon Trudeau (Chair), Davide Barberis Canonico, Louis-Philippe Maurice and Joseph F.X.
She has been and currently is a director of a number of other private companies, non-profit organizations as well as public company corporate boards including Crescita Therapeutics Inc. Joseph F.X. Zahra, age 68, was appointed to the Company’s Board of Directors on November 9, 2016. Mr. Zahra’s term as a director of Birks Group expires in 2024. Mr.
Joseph F.X. Zahra, age 69, was appointed to the Company’s Board of Directors on November 9, 2016. Mr. Zahra’s term as a director of Birks Group expires in 2025. Mr.
The stock options outstanding as of May 31, 2024, under the Omnibus Long-Term Incentive Plan, have a weighted average exercise price of $1.43. 51 BOARD PRACTICES Our by-laws state that the Board of Directors will meet immediately following the election of directors at any annual or special meeting of the shareholders and as the directors may from time to time determine.
As of May 31, 2025, the only awards outstanding under the Omnibus LTIP were 331,764 deferred stock units granted to members of the Company’s Board of Directors which were converted from cash-settled to share-settled awards on December 20, 2021 and 231,621 cash-settled deferred stock units granted to members of the Company’s Board of Directors BOARD PRACTICES Our by-laws state that the Board of Directors will meet immediately following the election of directors at any annual or special meeting of the shareholders and as the directors may from time to time determine.
Dawe (Chain and member until September 13, 2023), Deborah Shannon Trudeau (Chair since September 14, 2023), Davide Barberis Canonico, Louis-Philippe Maurice (since September 14, 2023) and Joseph F.X. Zahra. Each member of the compensation and nominating committee is an independent (as defined by the NYSE American listing standards), non-employee director of the Company.
Zahra (until September 19, 2024). Each member of the compensation and nominating committee is an independent (as defined by the NYSE American listing standards), non-employee director of the Company. The compensation and nominating committee is also responsible for nominating potential nominees to the Board of Directors.
For arrangements involving the issuance or grant of options or shares of the Company to such named executive officers and other employees, see above under the heading “Compensation of Directors and Officers” and Item 10. “Additional Information—Material Contracts—Employment Agreements.” 54 DISCLOSURE OF REGISTRANT’S ACTIONS TO RECOVER ERRONEOUSLY AWARDED COMPENSATION Not applicable.
The deferred stock units are redeemable during the period commencing on the day immediately following the departure of the director and ending on December 31 of the following year. 46 Table of Contents For arrangements involving the issuance or grant of options or shares of the Company to such named executive officers and other employees, see above under the heading “Compensation of Directors and Officers” and Item 10.
Trudeau was Senior Vice-President, International Business and Licensing of Trudeau Corporation overseeing its growth and market expansion. In addition, from 2017 to 2023, Ms. Trudeau has been Vice-Chair of the Board of Royal Canadian Mint, a for-profit crown corporation and a producer of circulation coins for Canada and other countries and of numismatic coins and gold and silver bullion.
Trudeau has been Vice-Chair of the Board of Royal Canadian Mint, a for-profit crown corporation and a producer of circulation coins for Canada and other countries, of numismatic coins and gold and silver bullion. She has been and currently is a director of several other private companies, non-profit organizations as well as public company corporate boards including Crescita Therapeutics Inc.
Removed
Trudeau’s term as a director of Birks Group expires in 2024. She is a corporate director.
Added
She has over 30 years of experience in leading strategic partnerships, licensing collaborations and business model innovations that expanded Trudeau Corporation’s market presence to over 60 countries. She continues to serve on Trudeau Corporation’s Advisory Board. In addition, from 2017 to 2023, Ms.
Removed
As of May 31, 2024, there were 15,000 cash-based stock appreciation rights granted to members of the Company’s Board of Directors and outstanding stock options to purchase 20,000 shares of the Company’s Class A voting shares granted to members of the Company’s senior management team under the Long-Term Incentive Plan.
Added
From March 2013 to February 2017, she was the Company’s Director of Merchandise Planning. Prior to joining the Company, Ms. El Bouwab was, from 2005 to 2012, with Mexx Canada and Lucky Brand Jeans and held the position of Merchandising and Planning Manager.
Removed
The stock options outstanding as of May 31, 2024, under the Long-Term Incentive Plan have a weighted average exercise price of $0.78. In general, the Long-Term Incentive Plan is administered by Birks Group’s Board of Directors or a committee designated by the Board of Directors (the “Administrator”).
Added
Since October 1, 2022, each director who is not an employee of the Company is entitled to receive an annual fee of U.S. $45,000 (approximately $60,600 in Canadian dollars) for serving on the Company’s Board of Directors.
Removed
As of May 31, 2024, the only awards outstanding under the Omnibus LTIP were 715,482 deferred stock units granted to members of the Company’s Board of Directors which were converted from cash-settled to share-settled awards on December 20, 2021, 96,688 cash-settled deferred stock units granted to members of the Company’s Board of Directors, and 12,000 Class A voting shares underlying options granted to members of the Company’s senior management team.
Added
In July 2022, the chairman of the Special Committee and each member of the Special Committee was paid U.S. $5,000 (approximately $6,700 in Canadian dollars). All directors were reimbursed for reasonable travel expenses incurred in connection with the performance of their duties as directors.
Removed
All of the members of the executive committee attended 100% of these meetings with respect to such period, except for one member who attended approximately 67% of the meetings. Messrs. Barberis Canonico and Zahra and Mrs.
Added
Birks Group Incentive Plans The following plan makes reference to stock prices; since BGI trades publicly on the NYSE American, all stock prices are denominated in U.S. dollars.
Added
The Long-Term Incentive Plan authorized the issuance of 900,000 Class A voting shares, which consisted of authorized but unissued Class A voting shares.
Added
In no event can the Company issue Class A voting shares or awards requiring the Company to issue Class A voting shares under the Long-Term Incentive Plan, if such issuance, when combined with the Class A voting shares issuable under any of the Company’s other equity incentive award plans and all other Class A voting shares issuable under the Long-Term Incentive Plan would exceed 1,304,025 Class A voting shares, unless the issuance of such shares or awards in excess of this limit is approved by the shareholders.
Added
However, this limit does not restrict the Company’s ability to issue awards under the Long-Term Incentive Plan that are payable other than in shares, including cash-settlement stock appreciation rights. The Long-term Incentive Plan expired on February 10, 2016 and no further awards will be granted under this plan.
Added
“Additional Information—Material Contracts—Employment Agreements.” DISCLOSURE OF REGISTRANT’S ACTIONS TO RECOVER ERRONEOUSLY AWARDED COMPENSATION Not applicable.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

24 edited+7 added−0 removed28 unchanged
Biggest changeShareholder Support Letter On July 15, 2024, the Company obtained a support letter from one if its shareholders, Mangrove Holding S.A., providing financial support in an amount of up to $3.75 million, of which $1.0 million would be available after January 1, 2025.
Biggest changeSupport Letters and Loan On July 15, 2024, the Company obtained a support letter (the “Shareholder Support Letter”) from one if its controlling shareholders, Mangrove, providing financial support in an amount of up to $3.75 million that is available until July 31, 2025, of which up to $2.75 million is available prior to January 1, 2025 and an additional amount of up to $1.0 million would be available after January 1, 2025.
Item 7. Major Shareholders and Related Party Transactions MAJOR SHAREHOLDERS The following table sets forth information regarding the beneficial ownership of our Class A voting shares as of May 31, 2024 by each person or entity who beneficially owns 5% or more of outstanding voting securities, including the Class A voting shares and/or Class B multiple voting shares.
Item 7. Major Shareholders and Related Party Transactions MAJOR SHAREHOLDERS The following table sets forth information regarding the beneficial ownership of our Class A voting shares as of May 31, 2025 by each person or entity who beneficially owns 5% or more of outstanding voting securities, including the Class A voting shares and/or Class B multiple voting shares.
The Class B multiple voting shares entitle the holder to ten votes for each Class B multiple voting share held and each Class B multiple voting share is convertible into one Class A voting share. The Grande Rousse Trust is the sole shareholder of Mangrove. (6) Based on information received from Jason E. Maynard as at May 31, 2024.
The Class B multiple voting shares entitle the holder to ten votes for each Class B multiple voting share held and each Class B multiple voting share is convertible into one Class A voting share. The Grande Rousse Trust is the sole shareholder of Mangrove. (6) Based on information received from Jason E. Maynard as at May 31, 2025.
The voting shares that a person has the right to acquire within 60 days of May 31, 2024 are deemed outstanding for the purpose of calculating the percentage ownership of such person, but are not deemed outstanding for the purpose of calculating the percentage owned by any other person listed.
The voting shares that a person has the right to acquire within 60 days of May 31, 2025 are deemed outstanding for the purpose of calculating the percentage ownership of such person, but are not deemed outstanding for the purpose of calculating the percentage owned by any other person listed.
Each Class B multiple voting share entitles the holder to ten (10) votes at all meetings of our shareholders (except meetings at which only holders of another specified class of shares are entitled to vote pursuant to the provisions of our restated articles or the Canada Business Corporations Act ). 56 RELATED PARTY TRANSACTIONS Management Consulting Services Agreement Effective January 1, 2016, the Company entered into a management consulting services agreement with Gestofi S.A.
Each Class B multiple voting share entitles the holder to ten (10) votes at all meetings of our shareholders (except meetings at which only holders of another specified class of shares are entitled to vote pursuant to the provisions of our restated articles or the Canada Business Corporations Act ). 48 Table of Contents RELATED PARTY TRANSACTIONS Management Consulting Services Agreement Effective January 1, 2016, the Company entered into a management consulting services agreement with Gestofi S.A.
Unless otherwise indicated in the table, each of the individuals named below, to the Company’s knowledge, has sole voting and investment power with respect to the voting shares beneficially owned by them.
Unless otherwise indicated in the table, each of the persons named below, to the Company’s knowledge, has sole voting and investment power with respect to the voting shares beneficially owned by them.
During fiscal 2022, the remaining principal balance on the loan of approximately U.S. $1.25 million ($1.6 million in Canadian dollars) was repaid. At March 30, 2024 and March 25, 2023, loans payable to Montel amounted to nil and nil.
During fiscal 2022, the remaining principal balance on the loan of approximately U.S. $1.25 million ($1.6 million in Canadian dollars) was repaid. At March 29, 2025 and March 30, 2024, loans payable to Montel amounted to nil and nil.
At March 30, 2024 and March 25, 2023, advances payable to Montel amounted to U.S. $1.5 million (approximately $2.0 million and $2.1 million in Canadian dollars, respectively). On July 28, 2017, the Company received a U.S. $2.5 million (approximately $3.3 million in Canadian dollars) loan from Montel, to finance its working capital needs.
At March 29, 2025 and March 30, 2024, advances payable to Montel amounted to U.S. $1.5 million (approximately $2.2 million and $2.0 million in Canadian dollars, respectively). On July 28, 2017, the Company received a U.S. $2.5 million (approximately $3.3 million in Canadian dollars) loan from Montel, to finance its working capital needs.
Confido Limited has the power to remove the trustee of The Grande Rousse Trust. As a result, Confido Limited may be deemed to have beneficial ownership of the Class A voting shares held by Montel or Mangrove. (3) Trustee of The Grande Rousse Trust.
As a result, Confido Limited may be deemed to have beneficial ownership of the Class A voting shares held by Montel or Mangrove. (3) Trustee of The Grande Rousse Trust.
During fiscal 2024, 2023, and 2022, the Company incurred expenses of €17,000, €24,000, and €24,000, (approximately $25,000, $35,000, and $35,000 in Canadian dollars) respectively to Regaluxe Srl under this agreement. 57 Distribution Agreement In April 2011, our corporate governance and nominating committee and Board of Directors approved the Company’s entering in a Wholesale and Distribution Agreement with Regaluxe Srl.
During fiscal 2025, 2024, and 2023, the Company incurred expenses of €17,000, €17,000, and €24,000, (approximately $26,000, $25,000, and $35,000 in Canadian dollars) respectively to Regaluxe Srl under this agreement. Distribution Agreement In April 2011, our corporate governance and nominating committee and Board of Directors approved the Company’s entering into a Wholesale and Distribution Agreement with Regaluxe Srl.
Retail Support and Administrative Service Fee The Company provides RMBG with retail support and administrative services, and charges RMBG for these related services. During fiscal 2024, the Company charged $612,500 to RMBG and nil during fiscal 2023.
Retail Support and Administrative Service Fee The Company provides RMBG with retail support and administrative services, and charges RMBG for these related services. During fiscal 2025, the Company charged $520,623 to RMBG. $612,500 during fiscal 2024 and nil during fiscal 2023.
The agreement has been renewed annually since November 2019 and was renewed in November 2023 for an additional one-year term on the same terms and conditions. In fiscal 2024, 2023, and 2022, the Company incurred expenses of €28,000 (approximately $41,000 in Canadian dollars) nil, and nil respectively under this agreement to Gestofi.
The agreement has been renewed annually since November 2019 and was renewed in November 2024 for an additional one-year term on the same terms and conditions. In fiscal 2025, 2024, and 2023, the Company incurred expenses of €11,350 (approximately $17,000 in Canadian dollars), €28,000 (approximately $41,000 in Canadian dollars) and nil, respectively, under this agreement to Gestofi.
The calculation of the percentage of outstanding shares is based on 11,472,999 Class A voting shares and 7,717,970 Class B multiple voting shares outstanding on May 31, 2024, adjusted where appropriate, for shares of stock beneficially owned but not yet issued. Beneficial ownership is determined under rules issued by the SEC.
The calculation of the percentage of outstanding shares is based on 11,876,717 Class A voting shares and 7,717,970 Class B multiple voting shares outstanding on May 31, 2025, adjusted where appropriate, for shares of stock beneficially owned but not yet issued. Beneficial ownership is determined under rules issued by the SEC.
Cash Advance Agreements The Company has a cash advance outstanding from the Company’s controlling shareholder, Montel (formerly Montrovest), of U.S. $1.5 million (approximately $2.0 million in Canadian dollars) originally received in May 2009 from Montrovest. This cash advance was provided to the Company by Montrovest to finance working capital needs and for general corporate purposes.
Cash Advance Agreements The Company has a cash advance outstanding from one of its controlling shareholders, Montel (formerly Montrovest), of U.S. $1.5 million (approximately $2.2 million in Canadian dollars) originally received in May 2009 from Montrovest. This cash advance was provided to the Company by Montrovest to finance working capital needs and for general corporate purposes.
These amounts can be borrowed, if needed, when deemed necessary by the Company, upon approval by the Company’s Board of Directors, until at least July 31, 2025, to assist the Company in satisfying its obligations and debt service requirements as they come due in the normal course of operations, or in meeting its financial covenant requirements of maintaining minimum excess availability levels of $8.5 million at all times as required by its Amended Credit Facility and Amended Term Loan.
These amounts can be borrowed, if needed, when deemed necessary by the Company, upon approval by the Company’s Board of Directors, until at least July 31, 2025, to assist the Company in satisfying its obligations and debt service requirements as they come due in the normal course of operations, or in maintaining the minimum excess availability at all times as defined in the Amended Credit Facility and Amended Term Loan.
Amounts drawn under this support letter will bear interest at an annual rate of 15%. However, there will be no interest or principal repayments prior to July 31, 2025.
Amounts drawn under these support letters will bear interest at an annual rate of 15%. However, there will be no interest or principal repayments prior to July 31, 2026.
Key Information – Risk Factors – Risks Related to the Company.” 55 Name of Beneficial Owner (1) Number of Class A Voting Shares Beneficially Owned Percentage of Beneficially Owned The Grande Rousse Trust (2) 13,646,692 71.11 % Meritus Trust Company Limited (3) 13,646,692 71.11 % Montel S.à.r.l (4) 8,846,692 58.24 % Mangrove Holding S.A.
Key Information – Risk Factors – Risks Related to the Company.” 47 Table of Contents Name of Beneficial Owner (1) Number of Class A Voting Shares Beneficially Owned Percentage of Beneficially Owned The Grande Rousse Trust (2) 13,646,692 69.65 % Meritus Trust Company Limited (3) 13,646,692 69.65 % Montel S.à.r.l (4) 8,846,692 56.73 % Mangrove Holding S.A.
During fiscal 2024, 2023 and 2022, the Company incurred charges of €149,000, €149,000 and €162,000 (approximately $217,000, $205,000 and $237,000 in Canadian dollars), including applicable taxes, respectively. This agreement was extended for a six-month period until September 30, 2024.
During fiscal 2025, 2024 and 2023, the Company incurred charges of €37,000, €149,000 and €149,000 (approximately $55,000, $217,000 and $205,000 in Canadian dollars), including applicable taxes, respectively. This agreement was extended for a six (6) month period and ended on September 30, 2024.
As of May 31, 2024, there were a total of 205 holders of record of our Class A voting shares, of which 161 were registered with addresses in the United States. Such United States record holders were, as of such date, the holders of record of approximately 45% of our outstanding Class A voting shares.
As of May 31, 2025, there were a total of 197 holders of record of our Class A voting shares, of which 154 were registered with addresses in the United States. Such United States record holders were, as of such date, the holders of record of approximately 44% of our outstanding Class A voting shares.
The shares held by Montel and Mangrove collectively are beneficially owned by The Grande Rousse Trust. Montrovest B.V. (“Montrovest”) merged with its parent company, Montel, on August 3, 2018 (the “Montrovest Merger”), and as such, all of the shares held by Montrovest at the time of the Montrovest Merger are now held by Montel.
Montrovest merged with its parent company, Montel, on August 3, 2018 (the “Montrovest Merger”), and as such, all of the shares held by Montrovest at the time of the Montrovest Merger are now held by Montel. Confido Limited has the power to remove the trustee of The Grande Rousse Trust.
(“Mangrove”) collectively would be entitled upon conversion of the Class B multiple voting shares held by Montel and Mangrove collectively. The Class B multiple voting shares entitle the holder to ten votes for each Class B multiple voting share held and each Class B multiple voting share is convertible into one Class A voting share.
The Class B multiple voting shares entitle the holder to ten votes for each Class B multiple voting share held and each Class B multiple voting share is convertible into one Class A voting share. The shares held by Montel and Mangrove collectively are beneficially owned by The Grande Rousse Trust.
This agreement has been renewed annually and in March 2023, the agreement was renewed for an additional one-year term. This agreement was not renewed in March 2024. During fiscal year 2024, fiscal 2023 and fiscal 2022, the Company did not make any payments to Regaluxe Srl under this agreement.
This agreement has been renewed annually and in March 2023, the agreement was renewed for an additional one-year term. This agreement was not renewed in March 2024.
Consulting Agreement On March 28, 2018, the Company’s Board of Directors approved the Company’s entry into a consulting services agreement with Carlo Coda Nunziante effective April 1, 2018.
During fiscal year 2025, fiscal 2024 and fiscal 2023, the Company did not make any payments to Regaluxe Srl under this agreement. 49 Table of Contents Consulting Agreement On March 28, 2018, the Company’s Board of Directors approved the Company’s entry into a consulting services agreement with Carlo Coda Nunziante effective April 1, 2018.
(5) 4,800,000 31.02 % Jason Edward Maynard (6) 2,720,556 23.17 % (1) Unless otherwise noted, each person has sole voting and investment power over the shares listed opposite its name. (2) Includes 13,646,692 Class A voting shares, of which 7,717,970 Class A voting shares to which Montel S.à.r.l (“Montel”) and Mangrove Holding S.A.
(5) 4,800,000 30.23 % Jason Edward Maynard (6) 2,876,314 24.22 % (1) Unless otherwise noted, each person has sole voting and investment power over the shares listed opposite its name.
Added
(2) Includes 13,646,692 Class A voting shares, of which 7,717,970 Class A voting shares to which Montel and Mangrove collectively would be entitled upon conversion of the Class B multiple voting shares held by Montel and Mangrove collectively.
Added
RMBG Dividend In December 2024, the Company received a dividend from RMBG in the amount of U.S. $960,784 (approximately $1.38 million in Canadian dollars) based on its respective joint venture shareholdings.
Added
Amounts drawn under this support letter will bear interest at an annual rate of 15%. However, there will be no interest or principal repayments prior to July 31, 2025. On November 27, 2024, the support letter was extended until December 31, 2025.
Added
On June 26, 2025, the Shareholder Support Letter was terminated and replaced with a loan agreement whereby Mangrove entered into a loan agreement with the Company to advance $3.75 million of additional indebtedness to fund the Company’s working capital requirements, at an annual interest rate of 15%, which would be repayable, in full, on December 24, 2026.
Added
On July 21, 2025, the Company obtained support letters providing financial support to the Company for an aggregate total amount of up to $1.5 million from (i) Mangrove (one of the Company’s controlling shareholders) for up to $500,000, (ii) Davide Barberis Canonico (a member of the Company’s Board of Directors) for up to $800,000, and (iii) Marco Pasteris (the Company’s Vice-President, Finance) for $200,000.
Added
These amounts can be borrowed, if needed, when deemed necessary by the Company, upon approval by the Company’s Board of Directors, until at least July 31, 2026, to assist the Company in satisfying its obligations and debt service requirements as they come due in the normal course of operations, or maintaining minimum excess availability at all times as defined in the Amended Credit Facility and Amended Term Loan.
Added
In addition, on July 21, 2025, the Company obtained from Mangrove a deferral of interest payments payable in relation to the cash advance outstanding of U.S. $1.5 million and the Mangrove Loan of $3.75 million, of up to a maximum of $813,227, effective immediately and through to July 31, 2026.