Birks (BGI) 20-F/A 2024 FY Annual report (foreign) (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

20-F/A

(Amendment No. 1)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 30, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

     

For the transition period from

     

to

     

Commission file number: 001-32635

BIRKS GROUP INC.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Canada

(Jurisdiction of incorporation or organization)

2020 Robert-Bourassa Blvd.

Montreal Québec

Canada

H3A 2A5

(Address of principal executive offices)

Katia Fontana, 514-397-2592 (telephone), 514-397-2537 (facsimile)

2020 Robert-Bourassa Blvd.

Suite 200

Montreal Québec

Canada

H3A 2A5

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Voting Shares, without nominal or par value	BGI	NYSE American LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None.

The number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report was:

11,447,999	Class A Voting Shares, without nominal or par value
7,717,970	Class B Multiple Voting Shares, without nominal or par value
0	Series A Preferred Shares, without nominal or par value, issuable in series

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ☐ Yes ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  ☐ Yes ☒ No

Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒
				Emerging Growth Company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.  ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  ☒	International Financial Reporting Standards as issued		Other ☐
	by the International Accounting Standards Board	☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:  Item 17 ☐ Item 18 ☐

If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No

Auditor Firm ID: 85 Auditor Name : KPMG LLP Auditor Location: Montreal, QC, Canada

TABLE OF CONTENTS

Explanatory Note		1
Item 18.	Financial Statements	2
Item 19.	Exhibits	2
Signatures		6

i

Explanatory Note

Birks Group Inc. (the “Company”) is filing this Amendment No. 1 to its annual report on Form

20-F

for the fiscal year ended March 30, 2024 (the “Amendment No. 1”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on July 16, 2024 (the “Original Filing”). The purpose of this Amendment No. 1 is solely to include the auditor’s signature on the “Report of Independent Registered Public Accounting Firm” issued by our auditor KPMG LLP for the fiscal year ended March 30, 2024, which was inadvertently excluded from the Original Filing.

In order to comply with certain requirements of the SEC’s rules in connection with this filing, this Amendment No. 1 includes Item 18. Financial Statements. For the avoidance of doubt, there have been no changes to the Company’s financial statements set forth in the Original Filing. Consistent with the rules of the SEC, the certifications of the Company’s principal executive officer and principal financial officer as of the date of this Amendment No. 1 are attached as exhibits to this Amendment No. 1.

Except as described above, no other changes have been made to the Original Filing. This Amendment No. 1 speaks as of the filing date of the Original Filing. Other than as stated otherwise, this Amendment No. 1 does not, and does not purport to, amend, update or restate any other information or disclosure included in the Original Filing, or reflect any events that have occurred since the date thereof. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and the Company’s filings with the SEC subsequent to the filing of the Original Filing.

1

Item 18. Financial Statements

The financial statements required by this item are found at the end of this Annual Report beginning on page

F-1.

PART III

Item 19. Exhibits

The following exhibits are part of this Annual Report on Form

20-F.

2

Exhibit Number	Description of Document
1.1	Restated Articles of Incorporation of Birks Group Inc., effective as of November 14, 2005. Incorporated by reference from the Henry Birks & Sons Inc. Registration Statement on Form F-4 originally filed with the SEC on July 27, 2005 and as subsequently amended on September 8, 2005, September 21, 2005 and September 29, 2005.
1.2	Articles of Amendment of Birks Group Inc., effective as of October 1, 2013. Incorporated by reference from the Birks Group Inc.’s Form 20-F filed with the SEC on July 25, 2014.
1.3	Articles of Amendment of Birks Group Inc. effective as of October 3, 2014. Incorporated by referenced from Birks Group Inc.’s Form 20-F filed with the SEC on June 26, 2015.
1.4	By-law No. One of Birks Group Inc. adopted on December 28, 1998 and amended on April 9, 2012. Incorporated by reference from the Birks Group Inc.’s Form 20-F filed with the SEC on July 3, 2012.
2.1	Form of Birks Class A voting share certificate as amended as of October 1, 2013. Incorporated by reference from the Birks Group Inc.’s Form 20-F filed with the SEC on July 25, 2014.
2.2	Description of Capital Stock. Incorporated by reference from the Birks Group Inc. Annual report on Form 20-F filed with the SEC on July 8, 2020.
4.1	Agreement and Plan of Merger and Reorganization, dated as of April 18, 2005, as amended as of July 27, 2005, among Henry Birks & Sons Inc., Mayor’s, Inc. and Birks Merger Corporation, a wholly-owned subsidiary of Henry Birks & Sons Inc. Incorporated by reference from the Henry Birks & Sons Inc. Registration Statement on Form F-4 originally filed with the SEC on July 27, 2005 and as subsequently amended on September 8, 2005, September 21, 2005 and September 29, 2005.
4.2	Form of Directors and Officers Indemnity Agreement. Incorporated by reference from the Birks Group Inc.’s Form 20-F filed with the SEC on June 23, 2023.
4.3	Agreement of Principal Lease between 7739907 Canada Inc. and Birks Group Inc. executed on March 17, 2017. Incorporated by reference from the Birks Group Inc.‘s Form 6-K filed with the SEC on May 12, 2017.
4.4	Employment Agreement between Miranda Melfi and Birks Group dated February 24, 2006. Incorporated by reference from the Birks Group Inc.’s Form 20-F filed with the SEC on July 19, 2006.
4.5	Management Consulting Services Agreement between Birks Group Inc. and Gestofi S.A. entered into as of November 20, 2015. Incorporated by reference from the Birks Group Inc.’s Form 20-F filed with the SEC on June 30, 2016.
4.6	Birks Group Inc. Long-Term Incentive Plan. Incorporated by reference from the Birks Group Inc.’s Form 20-F filed with the SEC on July 19, 2006.
4.7	Birks Group Inc. Omnibus Long-Term Incentive Plan as amended on January 11, 2022. Incorporated by reference from the Birks Group Inc. Annual report on Form 20-F filed with the SEC on June 24, 2022
4.8	Form of Stock Appreciation Rights Agreement. Incorporated by reference from the Birks Group Inc. Annual Report on Form 20-F filed with the SEC on June 18, 2007.
4.9	Loan Agreement between Birks Group Inc. and Investissement Québec entered into on July 8, 2020. Incorporated by reference from the Birks Group Inc. Annual Report on Form 20-F filed with the SEC on July 8, 2020.
4.10	Amendment dated February 18, 2021, to the Loan Agreement between Birks Group Inc. and Investissement Québec entered into on July 8, 2020. Incorporated by reference from the Birks Group Inc. Annual Report on Form 20-F filed with the SEC on June 17, 2021.

3

4.11	Amended and Restated Cash Advance Agreement between Birks Group Inc. and Montrovest B.V., dated June 8, 2011. Incorporated by reference from the Birks Group Inc. Annual Report on Form 20-F filed with the SEC on July 8, 2011.
4.12+	Employment Agreement between Birks Group Inc. and Jean-Christophe Bédos, dated January 4, 2012. Incorporated by reference from the Birks Group Inc.’s Form 20-F filed with the SEC on June 23, 2023.
4.13+	Amendment Letter to Employment Agreement between Birks Group Inc. and Jean-Christophe Bédos dated April 18, 2013. Incorporated by reference from the Birks Group Inc.’s Form 20-F filed with the SEC on June 23, 2023.
4.14+	Amendment Letter to Employment Agreement between Birks Group Inc. and Jean-Christophe Bédos effective October 1, 2015. Incorporated by reference from the Birks Group Inc.’s Form 20-F filed with the SEC on June 23, 2023.
4.15	Canadian Offering Memorandum, dated as of April 27, 2012. Incorporated by reference from the Birks Group Inc. Registration Statement on Form F-1 filed with the SEC on April 27, 2012.
4.16	Form of Subscription Rights Certificate. Incorporated by reference from the Birks Group Inc. Registration Statement on Form F-1 filed with the SEC on May 24, 2012.
4.17	Consulting Services Agreement between Carlo Coda Nunziante and Birks Group Inc., dated March 31, 2018. Incorporated by reference from the Birks Group Inc. Annual report on Form 20-F filed with the SEC on July 3, 2018.
4.18	Credit Agreement by and among Crystal Financial LLC, as Agent, the lenders that are parties thereto as the Lenders, and Birks Group Inc. dated as of June 29, 2018. Incorporated by reference from the Birks Group Inc. Annual report on Form 20-F filed with the SEC on July 3, 2018.
4.19	Amendment No.1 to the Credit Agreement by and among by and among the lenders thereto as lenders, Crystal Financial LLC, as agent, and Birks Group Inc. dated as of April 18, 2019. Incorporated by reference from the Birks Group Inc. Annual report on Form 20-F filed with the SEC on July 8, 2020.
4.20	Amendment No.2 to the Credit Agreement by and among by and among the lenders thereto as lenders, Crystal Financial LLC, as agent, and Birks Group Inc. dated as of July 3, 2020. Incorporated by reference from the Birks Group Inc. Annual Report on Form 20-F filed with the SEC on June 17, 2021.
4.21	Amendment No.3 to the Credit Agreement by and among the lenders thereto as lenders, Crystal Financial LLC, as administrative agent and Birks Group Inc. dated as of August 31, 2021. Incorporated by reference from the Birks Group Inc. Annual Report on Form 20-F filed with the SEC on June 24, 2022.
4.22	Amendment No.4 to the Credit Agreement by and among the lenders thereto as lenders, Crystal Financial LLC, as administrative agent and Birks Group Inc. dated as of December 15, 2021. Incorporated by reference from the Birks Group Inc. Annual Report on Form 20-F filed with the SEC on June 24, 2022.
4.23	Amendment No.5 to the Credit Agreement by and among the lenders thereto as lenders, Crystal Financial LLC, as administrative agent and Birks Group Inc. dated as of December 24, 2021. Incorporated by reference from the Birks Group Inc. Annual Report on Form 20-F filed with the SEC on June 24, 2022.
4.23***	Amendment No.6 to the Credit Agreement by and among the lenders thereto as lenders, Crystal Financial LLC, as administrative agent and Birks Group Inc. dated as of June 26, 2024.
4.24	Employment Agreement dated June 29, 2018 entered into between Birks Group Inc. and Maryame El Bouwab. Incorporated by reference from the Birks Group Inc. Form 6-K filed with the SEC on July 13, 2018.
4.25	Employment Agreement dated December 18, 2019 entered into between Birks Group Inc. and Katia Fontana. Incorporated by reference from the Birks Group Inc. Annual report on Form 20-F filed with the SEC on July 8, 2020.
4.26	Loan Agreement between Birks Group Inc. and Investissement Québec entered into on August 24, 2021. Incorporated by reference from the Birks Group Inc. Form 6-K filed with the SEC on November 18, 2021.
4.27	Amended and Restated 2021 Credit Agreement by and among Wells Fargo Capital Finance Corporation Canada, as Administrative Agent, the Lenders that are parties thereto as the Lenders, and Birks Group Inc., as Borrower, dated as of December 24, 2021. Incorporated by reference from the Birks Group Inc. Annual Report on Form 20-F filed with the SEC on June 24, 2022.
4.28***	First Amendment to Amended and Restated Credit Agreement by and among Birks Group Inc., as Borrower, Cash, Gold & Silver Inc. and Birks Investments Inc. as Guarantors, Wells Fargo Capital Finance Corporation Canada, as Administrative Agent, and the Lenders that are parties thereto as the Lenders, dated as of June 26, 2024.
4.29***	Master Lease Agreement between Varilease Finance, Inc. and Birks Group Inc. made as of July 14, 2023 (“Master Lease Agreement”).

4

4.30***	Schedule No. 01 to the Master Lease Agreement entered into between Varilease Finance, Inc. and Birks Group Inc. dated July 14, 2023.
4.31***	Schedule No. 02 to the Master Lease Agreement entered into between Varilease Finance, Inc. and Birks Group Inc. dated February 1, 2024.
4.32***	Schedule No. 03 to the Master Lease Agreement entered into between Varilease Finance, Inc. and Birks Group Inc. dated February 1, 2024.
4.33***	Schedule No. 04 to the Master Lease Agreement entered into between Varilease Finance, Inc. and Birks Group Inc. dated June 3, 2024.
4.34***	Letter of support agreement between Mangrove Holdings S.A. and Birks Group Inc. dated July 15, 2024.
8.1***	Subsidiaries of Birks Group Inc.
11.1***++	Birks Group Inc. Policy, Procedures and Guidelines Governing Insider Trading and Disclosure.
12.1*	Certification of President and Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a).
12.2*	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a).
13.1**	Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13.2**	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
15.1***	Consent of KPMG LLP.
97.1***	Birks Group Inc. Policy Regarding the Mandatory Recovery of Compensation.
101.INS***	Inline XBRL Instance Document
101.SCH***	Inline XBRL Taxonomy Extension Schema Document
101.CAL***	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF***	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB***	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE***	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104.1***	The cover page for the Company’s Annual Report on Form 20-F for the year ended March 30, 2024, has been formatted in Inline XBRL and is contained in Exhibit 101.

* Filed with this Amendment No. 1.

** Furnished with this Amendment No. 1.

*** Previously Filed with the Original Filing.

+ Certain identified information has been excluded from this exhibit because the Company does not believe it is material and is the type that the Company customarily treats as private and confidential. Redacted information is indicated by [***].

++ Schedules and other similar attachments to this exhibit have been omitted pursuant to the Instructions As To Exhibits of Form 20-F. The Registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request.

5

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to Annual Report on its behalf.

	BIRKS GROUP INC.
Date: July 18, 2024	/s/ Katia Fontana
	Katia Fontana,
	Vice President and Chief Financial Officer

6

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of March 30, 2024 and March 25, 2023		F-4
Consolidated Statements of Operations for the Fiscal Years Ended March 30, 2024, March 25, 2023, and March 26, 2022		F-5
Consolidated Statements of Other Comprehensive Income (loss) for the Fiscal Years Ended March 30, 2024, March 25, 2023, and March 26, 2022		F-6
Consolidated Statements of Changes in Stockholders’ Equity (deficiency) for the Fiscal Years Ended March 30, 2024, March 25, 2023, and March 26, 2022		F-7
Consolidated Statements of Cash Flows for the Fiscal Years Ended March 30, 2024, March 25, 2023, and March 26, 2022		F-8
Notes to Consolidated Financial Statements		F-9

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Birks Group Inc.:

Opinion on the

Consolidated

Financial Statements

We have audited the accompanying consolidated balance sheets of Birks Group Inc. (the “Company”) as of March 30, 2024 and March 25, 2023, the related consolidated statements of operations, other comprehensive income (loss), changes in stockholders’ equity (deficiency), and cash flows for each of the years ended March 30, 2024, March 25, 2023 and March 26, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 30, 2024 and March 25, 2023, and the results of its operations and its cash flows for each of the years ended March 30, 2024, March 25, 2023 and March 26, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements; and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-2

Assessment of the Company’s ability to continue as a going concern

As discussed in Note 1 to the consolidated financial statements, the Company prepares its consolidated financial statements on a going concern basis. The Company believes that it will be able to adequately fund its operations and meet its cash flow requirements for at least twelve months from the date of issuance of these financial statements. The Company funds its operations primarily through committed financing under its senior secured credit facility and its senior secured term loan. The Company’s ability to meet its cash flow requirements in order to fund its operations is dependent upon its ability to attain profitable operations, adhere to the terms of its committed financings, obtain favorable payment terms from suppliers, as well as to maintain specified excess availability levels under its senior secured credit facility and its senior secured term loan. In addition to the covenant to adhere to a daily minimum excess availability of $8.5 million under both its senior secured credit facility and its senior secured term loan, other loans have a covenant to adhere to a working capital ratio of 1.01 at the end of each year. The working capital ratio of 1.01 may be lower in any given year if a tolerance letter accepting a lower working capital ratio is received. Management estimated and forecasted cash flows and excess availability levels under various scenarios for at least the next twelve months from the date the financial statements were authorized for issuance.

We identified the assessment of the Company’s ability to continue as a going concern and related disclosures as a critical audit matter. There was uncertainty associated with the future outcome of events and circumstances underlying significant assumptions. In addition, there was significant auditor judgment involved in assessing management’s cash flow forecast under various scenarios, specifically forecasted sales and gross margins, operating costs, favorable payment terms from suppliers, excess availability levels and working capital ratio.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design of the internal control related to management’s going concern assessment. We assessed management’s ability to forecast by comparing prior year forecasts to actual results and excess availability achieved. We assessed management’s estimated forecasted sales, gross margins and operating costs used in management’s forecasted cash flows, excess availability levels and working capital ratio and adherence to the terms of its committed financings under various scenarios. We assessed waivers received by management for the breach of the working capital ratio. We assessed the tolerance letter received by management related to the working capital ratio for the upcoming year end. We assessed the shareholder support letter received by management. We evaluated the assumptions in the forecasted cash flows and the various scenarios, related to cost reductions and obtaining favorable payment terms from suppliers by understanding the nature of management’s plans and whether they were probable. We examined the results of operations and excess availability levels after year-end, up to the date of our auditor’s report, and compared them to management’s forecasted excess availability levels. We assessed the adequacy of the disclosures related to the application of the going concern assessment.

Evaluation of the reserve for slow-moving finished goods inventories

As discussed in Note 4 to the consolidated financial statements, the inventories reserve balance as of March 30, 2024 is $2,196 thousands, which includes the reserve for slow-moving finished goods inventories. As discussed in Note 2(e), inventories are stated at the lower of average cost and net realizable value, which is the estimated selling price in the ordinary course of business. The reserve for slow-moving finished goods inventories is equal to the difference between the cost of inventories and the estimated selling prices, resulting in the expected gross margin. There is estimation uncertainty in relation to the identification of slow-moving finished goods inventories which are based on certain criteria established by the Company’s management. The criteria includes consideration of operational decisions by Management to discontinue ordering the inventory based on sales trends, market conditions, and the aging of the inventories. Estimation uncertainty also exists in determining the expected selling prices and associated gross margins through normal sales channels, which are based on assumptions about future demand and market conditions for those slow-moving inventories.

We identified the evaluation of the reserve for slow-moving finished goods inventories as a critical audit matter. A higher degree of auditor judgement and increased audit effort was required to evaluate the identification of the slow-moving finished goods inventories based on the Company’s established criteria, and the expected selling prices for those slow-moving finished goods inventories.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the slow-moving inventory reserve, including the control related to the identification of the slow-moving finished goods inventories based on the Company’s established criteria and the estimated reserve percentage. We evaluated the criteria used by the Company to identify slow-moving finished goods inventories by considering the aging of finished goods inventories on-hand, historic inventory turnover, historic sales trends and historic gross margin analysis. We evaluated the Company’s criteria and assumptions used in the reserve for slow-moving finished goods inventories by analyzing the reserve trends, movements of the specific inventory status year-over-year and business plans, and the impact of changes on the reserve. We compared the estimated selling price and the associated gross margins utilized in the prior year to the actual gross margins in the current year to evaluate the Company’s ability to accurately estimate the reserve. We developed an expectation of the slow-moving reserve using historic inventory activity and gross margin rates and compared our expectation to the amount recorded by the Company. We assessed the sufficiency of the reserves at year-end by analyzing sales and gross margins subsequent to year-end.

/s/ KPMG LLP

We have served as the Company’s auditor since 2000.

Montreal, Canada

July 16, 2024

F-3

BIRKS GROUP INC.

Consolidated Balance Sheets

	As of
	March 30, 2024			March 25, 2023
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	1,783		$	1,262
Accounts receivable and other receivables		8,455			11,377
Inventories		99,067			88,357
Prepaids and other current assets		2,913			2,694
Total current assets		112,218			103,690
Long-term receivables		1,571			2,000
Equity investment in joint venture		4,122			1,957
Property and equipment		25,717			26,837
Operating lease right-of-use asset		51,753			55,498
Intangible assets and other assets		7,887			6,999
Total non-current assets		91,050			93,291
Total assets	$	203,268		$	196,981
Liabilities and Stockholders’ Equity (Deficiency)
Current liabilities:
Bank indebtedness	$	63,372		$	57,890
Accounts payable		43,011			37,645
Accrued liabilities		6,112			7,631
Current portion of long-term debt		4,352			2,133
Current portion of operating lease liabilities		6,430			6,758
Total current liabilities		123,277			112,057
Long-term debt		22,587			22,180
Long-term portion of operating lease liabilities		59,881			62,989
Other long-term liabilities		2,672			358
Total long-term liabilities		85,140			85,527
Stockholders’ equity (deficiency):
Class A common stock – no par value, unlimited shares authorized, issued and outstanding 11,447,999 (11,112,999 as of March 25, 2023)		40,725			39,019
Class B common stock – no par value, unlimited shares authorized, issued and outstanding 7,717,970		57,755			57,755
Preferred stock – no par value, unlimited shares authorized, none issued		—			—
Additional paid-in capital		21,825			23,504
Accumulated deficit		(125,476	)		(120,845	)
Accumulated other comprehensive income (loss)		22			(36	)
Total stockholders’ equity (deficiency)		(5,149	)		(603	)
Total liabilities and stockholders’ equity (deficiency)	$	203,268		$	196,981

See accompanying notes to consolidated financial statements

On behalf of the Board of Directors:
/s/ Jean-Christophe Bédos	/s/ Emilio B. Imbriglio
Jean-Christophe Bédos, Director	Emilio B. Imbriglio

F-

4

BIRKS GROUP INC.

Consolidated Statements of Operations

	Fiscal Year Ended
	March 30, 2024			March 25, 2023			March 26, 2022
Net sales	$	185,275		$	162,950		$	181,342
Cost of sales		111,720			94,990			105,122
Gross profit		73,555			67,960			76,220
Selling, general and administrative expenses		65,705			66,095			65,942
Depreciation and amortization		6,639			5,673			5,809
Total operating expenses		72,344			71,768			71,751
Operating income (loss)		1,211			(3,808	)		4,469
Interest and other financial costs		8,007			5,581			3,182
(Loss) income before taxes and equity in earnings of joint venture		(6,796	)		(9,389	)		1,287
Income taxes (benefits)		—			—			—
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, net of tax	$	(4,631	)	$	(7,432	)	$	1,287
Weighted average common shares outstanding:
Basic		19,058			18,692			18,346
Diluted		19,058			18,692			18,794
Net (loss) income per common share:
Basic	$	(0.24	)	$	(0.40	)	$	0.07
Diluted		(0.24	)		(0.40	)		0.07

See accompanying notes to consolidated financial statements

F-

5

BIRKS GROUP INC.

Consolidated Statements of Other Comprehensive Income (loss)

	Fiscal Year Ended
	March 30, 2024			March 25, 2023			March 26, 2022
				(In thousands)
Net (loss) income	$	(4,631	)	$	(7,432	)	$	1,287
Other comprehensive (loss) income:
Foreign currency translation adjustments (1)		58			(6	)		67
Total other comprehensive (loss) income	$	(4,573	)	$	(7,438	)	$	1,354

(1) Item that may be reclassified to the Statement of Operations in future periods

See accompanying notes to consolidated financial statements.

F-

6

BIRKS GROUP INC.

Consolidated Statements of Changes in Stockholders’ Equity (deficiency)

(In thousands of dollars except shares amounts)

	Voting common stock outstanding		Voting common stock		Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive loss			Total
Balance at March 27, 2021		18,328,943	$	95,116	$	18,259		$	(114,700	)	$	(97	)	$	(1,422	)
Net income		—		—		—			1,287			—			1,287
Cumulative translation adjustment (1)		—		—		—			—			67			67
Total comprehensive income		—		—		—			—			—			1,354
Modification of certain awards from cash settled to equity settled		—		—		5,495			—			—			5,495
Compensation expense resulting from equity settled deferred stock units granted to Management		—				263			—			—			263
Exercise of stock options and warrants		186,970		522		(348	)		—			—			174
Balance at March 26,2022		18,515,913		95,638		23,669			(113,413	)		(30	)		5,864
Net loss		—		—		—			(7,432	)		—			(7,432	)
Cumulative translation adjustment (1)		—		—		—			—			(6	)		(6	)
Total comprehensive loss		—		—		—			—			—			(7,438	)
Compensation expense resulting from equity settled restricted stock units granted to Management		—		—		549			—			—			549
Exercise of stock options and warrants		315,056		1,136		(714	)		—			—			422
Balance at March 25,2023		18,830,969		96,774		23,504			(120,845	)		(36	)		(603	)
Net loss		—		—		—			(4,631	)		—			(4,631	)
Cumulative translation adjustment (1)		—		—		—			—			58			58
Total comprehensive loss		—		—		—			—			—			(4,573	)
Compensation expense resulting from equity settled restricted stock units granted to Management		—		—		27			—			—			27
Settlement of stock units		335,000		1,706		(1,706	)		—			—			—
Balance at March  3 0 , 2024		19,165,969	$	98,480	$	21,825		$	(125,476	)	$	22		$	(5,149	)

(1) The change in cumulative translation adjustments is not due to reclassifications out of accumulated other comprehensive income (loss).

See accompanying notes to consolidated financial statements.

F-

7

BIRKS GROUP INC.

Consolidated Statements of Cash Flows

	Fiscal Year Ended
	March 30, 2024			March 25, 2023			March 26, 2022
	In thousands
Cash flows from (used in) operating activities:
Net income (loss)	$	(4,631	)	$	(7,432	)	$	1,287
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		6,639			5,673			5,809
Net change of operating lease right-of-use assets and liabilities		(1,372	)		(1,544	)		(702	)
Leasehold inducements received		825			661			(464	)
Early lease termination		31			—			—
Amortization of debt costs		214			190			250
Compensation expenses resulting from equity settled restricted stock units		27			549			88
Equity in earnings of joint venture		(2,165	)		(1,957	)		—
Other operating activities, net		26			232			359
(Increase) decrease in:
Accounts receivable, other receivables and long-term receivables		4,176			(260	)		820
Inventories		(10,710	)		(9,450	)		18,882
Prepaids and other current assets		(219	)		(872	)		222
Increase (decrease) in:
Accounts payable		5,521			9,044			(9,663	)
Accrued liabilities and other long-term liabilities		1,468			(1,759	)		1,760
Net cash (used in) provided by operating activities		(170	)		(6,925	)		18,648
Cash flows (used in) provided by investing activities:
Additions to property and equipment		(6,282	)		(8,378	)		(4,612	)
Additions to intangible assets and other assets		(953	)		(1,036	)		(1,199	)
Net cash used in investing activities		(7,235	)		(9,414	)		(5,811	)
Cash flows provided by (used in) financing activities:
Increase (decrease) in bank indebtedness		5,372			14,642			(10,017	)
Drawdown on capital lease funding		4,208			—			—
Increase in long-term debt		1,552			2,748			428
Repayment of long-term debt		(2,012	)		(2,095	)		(2,800	)
Repayment of obligations under finance lease		(1,091	)		(72	)		—
Payment of loan origination fees and costs		(103	)		(57	)		(590	)
Exercise of stock options and warrants		—			422			348
Net cash provided by (used in) financing activities		7,926			15,588			(12,631	)
Net (decrease) increase in cash and cash equivalents		521			(751	)		206
Cash and cash equivalents, beginning of year		1,262			2,013			1,807
Cash and cash equivalents, end of year	$	1,783		$	1,262		$	2,013
Supplemental disclosure of cash flow information:
Interest paid	$	7,802		$	5,087		$	3,470
Non-cash transactions:
Property and equipment and intangible assets additions included in accounts payable and accrued liabilities	$	1,455		$	2,283		$	950
Conversion of cash-settled RSUs and DSUs to equity-settled awards	$	—		$	—		$	5,495

See accompanying notes to consolidated financial statements.

F-

8

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 30, 2024, March 25, 2023 and March 26, 2022

Birks Group Inc. (“Birks Group” or “Birks” or “the Company”) is incorporated under the Canada Business Corporations Act. The principal business activities of the Company and its subsidiaries are the design of fine jewelry and the operation of retail sale of luxury jewelry, timepieces and gifts. The Company’s consolidated financial statements are prepared using a fiscal year which consists of 52 or 53 weeks and ends on the last Saturday in March of each year. The fiscal year ended March 30, 2024 consists of fifty-three week periods whereas March 25, 2023 and March 26, 2022 each consist of fifty-two week periods.

1. Basis of presentation:

Throughout these consolidated financial statements, the Company refers to the fiscal year ending March 30, 2024, as fiscal 2024, and the fiscal years ended March 25, 2023, and March 26, 2022, as fiscal 2023 and 2022, respectively. Our fiscal year ends on the last Saturday in March of each year.

These consolidated financial statements, which include the accounts of Birks Group for all periods presented for the fiscal years ended March 30, 2024, March 25, 2023, and March 26, 2022, are reported in accordance with accounting principles generally accepted in the U.S. These principles require management to make certain estimates and assumptions that affect amounts reported and disclosed in the financial statements and related notes.

The most significant estimates and judgments include the assessment of the going concern assumption, the valuation of inventories and, accounts receivable, deferred tax assets, and the recoverability of long-lived assets and right of use assets. Actual results could differ from these estimates. Periodically, the Company reviews all significant estimates and assumptions affecting the financial statements relative to current conditions and records the effect of any necessary adjustments. All significant intercompany accounts and transactions have been eliminated upon consolidation.

The consolidated financial statements are presented in Canadian dollars, the Company’s functional and reporting currency.

Future operations

These financial statements have been prepared on a going concern basis in accordance with generally accepted accounting principles in the U.S. 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 Company funds its operations primarily through committed financing under its senior secured credit facility and its senior secured term loan described in Note 6. The senior secured credit facility along with the senior secured term loan are used to finance working capital, finance capital expenditures, provide liquidity to fund the Company’s day-to-day operations and for other general corporate purposes.

The Company believes recent general economic conditions and business and retail climates, which includes rising inflation and interest rates as well as stock market volatility, could lead to a slow-down in certain segments of the global economy and affect customer behaviour and the amount of discretionary income spent by potential customers to purchase the Company’s products. If global economic and financial market conditions persist or worsen, the Company’s sales may decrease, and the Company’s financial condition and results of operations may be adversely affected.

The Company continues to and expects to continue to operate through its senior secured credit facility and senior secured term loan.

For

fiscal 2024, the Company recorded a net loss of $4.6 million. The Company recorded

a

net loss of $7.4 million in fiscal 2023, and a net income of $1.3 million

in

fiscal 2022. The Company used net cash flows from operations of $0.2 million in fiscal 2024, used net cashflows from operations of $6.9 million in fiscal 2023 and had net cash provided by operating activities of $18.6 million in fiscal 2022. The Company had a negative working capital (defined as current assets less current liabilities) as at March 30, 2024 and March 25, 2023

.

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 and an amended and restated senior secured term loan (“Amended Term Loan”) with Crystal Financial LLC (dba SLR Credit Solutions

) (“SLR”).

 The Amended Credit Facility and Amended Term Loan extended the maturity date of the Company’s

pre-existing

loans from

October 2022

to

December 2026

.

On

 August 24, 2021, the Company entered into a 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. As of March 30, 2024, the Company has $

4.2

 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 at the end of the Company’s fiscal year. The working capital ratio of 1.01 may be lower in any given year if a tolerance letter accepting a lower working capital ratio is received from Investissement Québec. During fiscal 2024, the Company received a tolerance letter from Investissement Québec that allowed the Company, as at March 30, 2024 to tolerate a working capital ratio

of

0.97

.

As at March 30, 2024, the working capital ratio was 0.96. On Ju

ly

3

, 2024, the Company obtained a waiver from Investissement Québec with respect to the requirement to meet the working capital ratio at March 30, 2024.

 Furthermore, on July

12

, 2024, the Company received a tolerance letter from Investissement Québec that allows the Company, as at March 29, 2025, to tolerate a working capital ratio of 0.90

.

F-

9

On

July 8, 2020, the Company secured a 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 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 working capital ratio of 1.01 may be lower in any given year if a tolerance letter accepting a lower working capital ratio is received from Investissement Québec. 

During fiscal 2024, the Company received a tolerance letter from Investissement Québec that allowed the Company, as at March 30, 2024 to tolerate a working capital ratio of 0.97. 

As at March 30, 2024, the working capital ratio (defined as current assets divided by current liabilities excluding the current portion of operating lease liabilities) was 0.96

. On Ju

ly

3

, 2024

, the Company obtained a waiver from Investissement Québec with respect to the requirement to meet the working capital ratio at March 30, 2024.

Furthermore, on July

12

, 2024, the Company received a tolerance letter from Investissement Québec that allows the Company, as at March 29, 2025, to tolerate a working capital ratio of 0.90. 

There is no assurance the Company will meet its covenant at March 29, 2025 or for 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.

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. 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. 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.

F-1

0

The Company’s ability to meet its cash flow requirements in order to fund its operations is dependent upon its ability to attain profitable operations, adhere to the terms of its committed financings, obtain favorable payment terms from suppliers as well as to maintain specified excess availability levels under its Amended Credit Facility and its Amended Term Loan. In addition to the covenant

under both its Amended Credit Facility and its Amended Term Loan 

to adhere to a daily minimum excess availability of

not less than 

$8.5 

million at all times, except that the Company will 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, other loans have a covenant to adhere to a working capital ratio of 1.01 at the end of each fiscal year. In the event that excess availability falls below the minimum requirement, this would be considered an event of default under the Amended Credit Facility and under the Amended Term Loan, that would result in the outstanding balances borrowed under the Company’s Amended Credit facility and its Amended Term Loan becoming due immediately, which would also result in cross defaults on the Company’s other borrowings. Similarly, both the Company’s Amended Credit Facility and its Amended Term Loan are subject to cross default provisions with all other loans pursuant to which the Company is in default of any other loan, the Company will immediately be in default of both the Amended Credit Facility and the Amended Term Loan. The Company met its excess availability requirements as of and throughout the fiscal year ended March 30, 2024 and as of the date these financial statements were authorized for issuance. 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 issuance of these financial statements.

The Company’s ability to make scheduled payments of principal, or to pay the interest, or to fund planned capital expenditures and store operations will also depend on its ability to maintain adequate levels of available borrowing, obtain favorable payment terms from suppliers and its future performance, which to a certain extent, is subject to general economic, financial, competitive, legislative and regulatory factors, as well as other events that are beyond the Company’s control.

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 government sources. The incurrence of additional indebtedness would result in increased debt service obligations and could result in operating and financing covenants that could restrict the Company’s operations. 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’s lenders under its Amended Credit Facility and its Amended Term Loan may impose, at any time, discretionary reserves, which would lower the level of borrowing availability under the Company’s credit facilities (customary for asset-based loans), at their reasonable discretion, to: (i) ensure that the Company maintains adequate liquidity for the operation of its business, (ii) cover any deterioration in the amount of value of the collateral, and (iii) reflect impediments to the lenders to realize upon the collateral. There is no limit to the amount of discretionary reserves that the Company’s lenders may impose at their reasonable discretion. No discretionary reserves were imposed during fiscal 2024, fiscal 2023 and fiscal 2022 by the Company’s lenders.

Certain adverse conditions and events outlined above require consideration of management’s plans, which management believes mitigate the effect of such conditions and events. Management plans include continuing to manage liquidity actively which allows for adherence to excess availability requirements, and cost reductions, which include reducing future purchases,

reducing

marketing and general operating expenses, postponement of certain capital expenditures and obtaining favorable payment terms from suppliers. Notwithstanding, the Company believes that it will be able to adequately fund its operations and meet its cash flow requirements for at least the next twelve months from the date of issuance of these financial statements.

2. Significant accounting policies:

(a) Revenue recognition:

Sales are recognized at the point of sale when merchandise is picked up by the customer or delivered to a customer. Sales to our wholesale customers are recognized when the Company has agreed to terms with its customers, the contractual rights and payment terms have been identified, the contract has commercial substance, it is probable that consideration will be collected by the Company and when control of the goods has been transferred to the customer. Shipping and handling fees billed to customers are included in net sales.

Revenues for gift certificate sales and store credits are recognized upon redemption. Prior to recognition as a sale, gift certificates are recorded as accounts payable on the balance sheet. Based on historical redemption rates, the Company estimates the portion of outstanding gift certificates (not subject to unclaimed property laws) that will ultimately not be redeemed and records this amount as breakage income. The Company recognizes such breakage income in proportion to redemption rates of the overall population of gift certificates and store credits. Gift certificates and store credits outstanding are subject to unclaimed property laws and are maintained as accounts payable until remitted in accordance with local ordinances.

F-1

1

Sales of consignment merchandise are recognized at such time as the merchandise is sold, and are recorded on a gross basis because the Company is the primary obligor of the transaction, has general latitude on setting the price, has discretion as to the suppliers, is involved in the selection of the product and has inventory loss risk.

Sales are reported net of returns and sales taxes. The Company generally gives its customers the right to return merchandise purchased by them within 10 to 90 days, depending on the product sold and records a provision at the time of sale for the effect of the estimated returns which is determined based on historical experience.

Revenues for repair services are recognized when the service is delivered to and accepted by the customer.

(b) Cost of sales:

Cost of sales includes direct inbound freight and duties, direct labor related to repair services, design and creative costs (labor and overhead) inventory shrink, inventory thefts, and boxes (jewelry, watch and giftware). Indirect freight including inter-store transfers, purchasing and receiving costs, distribution costs and warehousing costs are included in selling, general and administrative expenses. Mark down dollars received from vendors are recorded as a reduction of inventory costs to the specific items to which they apply and are recognized in cost of sales once the items are sold.

(c) Cash and cash equivalents:

The Company utilizes a cash management system under which a book cash overdraft may exist in its primary disbursement account. These overdrafts, when applicable, represent uncleared checks in excess of cash balances in the bank account at the end of a reporting period and have been reclassified to accounts payable on the consolidated balance sheets.

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Amounts receivable from credit card issuers are included in cash and cash equivalents and are typically converted to cash within 2 to 4 days of the original sales transaction. These amounts totaled $0.9 million at March 30, 2024 and $0.5 million at March 25, 2023.

(d) Accounts receivable:

Accounts receivable arise primarily from customers’ use of our private label and proprietary credit cards and wholesale sales and are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less expected credit losses. Several installment sales plans are offered to our private label credit card holders and proprietary credit card holders which vary as to repayment terms and finance charges. Finance charges on the Company’s consumer credit receivables, when applicable, accrue at rates ranging from 0% to 9.99% per annum for financing plans. The Company maintains allowances for expected credit losses associated with the accounts receivable recorded on the balance sheet for estimated losses resulting from the inability of its customers to make required payments. The allowance for credit losses is an estimate of expected credit losses, measured on a collective basis over the estimated life of the Company’s customer

in-house

receivables and wholesale receivables. In determining expected credit losses, the Company considers historical level of credit losses, current economic trends and reasonable and supportable forecasts that affect the collectability of future cash flows. The Company also incorporates qualitative adjustments for certain factors such as Company specific risks, changes in current economic conditions that may not be captured in the quantitatively derived results, or other relevant factors to ensure the allowance for credit losses reflects the Company’s best estimate of current expected credit losses. Other relevant factors include, but are not limited to, the length of time that the receivables are past due, the Company’s knowledge of the customer, and historical

write-off

experiences. Management considered and applied qualitative factors such as the unfavorable macroeconomic conditions caused by the current uncertainty resulting from rising inflation and interest rates, and its potential effects.

F-1

2

The Company classifies a receivable account as past due if a required payment amount has not been received within the allotted time frame (generally 30 days), after which internal collection efforts commence. Once all internal collection efforts have been exhausted and management has reviewed the account, the account is sent for external collection or legal action. Upon the suspension of the accrual of interest, interest income is recognized to the extent cash payments received exceed the balance of the principal amount owed on the account. After all collection efforts have been exhausted, including internal and external collection efforts, an account is written off.

The Company guarantees a portion of its private label credit card sales to its credit card vendor. The Company maintains a liability associated with these outstanding amounts. Similar to the allowance for expected credit losses, the liability related to these guaranteed sales amounts are based on a combination of factors including the length of time the receivables are past due to the Company’s credit card vendor, the Company’s knowledge of the customer, economic and market conditions and historical write-off experiences of similar credits. If the financial conditions of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

The allowance for credit losses includes an estimate for uncollectible principal as well as unpaid interest. Accrued interest is included within the same line item as the respective principal amount of the customer

in-house

receivables in the condensed consolidated balance sheets. The accrual of interest is discontinued at the time the receivable is determined to be uncollectible and

written-off.

Accrued interest during the fiscal years-ending March 30, 2024 and March 25, 2023 were immaterial.

(e) Inventories:

Finished goods inventories and inventories of raw materials are

stated

at the lower of average cost (which includes material, labor and overhead costs) and net realizable value, which is the estimated selling price in the ordinary course of business. The Company records inventory reserves for lower of cost or net realizable value, which includes slow-moving finished goods inventory, damaged goods, and shrink. The cost of inbound freight and duties are included in the carrying value of the inventories.

The reserve for slow-moving finished goods inventories is equal to the difference between the cost of inventories and the estimated selling prices, resulting in the expected gross margin. There is estimation uncertainty in relation to the identification of slow-moving finished goods inventories which are based on certain criteria established by management. The criteria includes consideration of operational decisions by management to discontinue ordering the inventories based on sales trends, market conditions, and the aging of the inventories. Estimation uncertainty also exists in determining the expected selling prices and associated gross margins through normal sales channels, which are based on assumptions about future demand and market conditions for those slow-moving inventories. If actual market conditions are less favorable than those projected by management, additional inventory reserves may be required. 

The reserve for inventory shrink is estimated for the period from the last physical inventory date to the end of the reporting period on a store by store basis and at our distribution centers. The shrink rate from the most recent physical inventory, in combination with historical experience, is the basis for providing a shrink reserve.

(f) Property and equipment:

Property and equipment are recorded at cost less any impairment charges. Maintenance and repair costs are charged to selling, general and administrative expenses as incurred, while expenditures for major renewals and improvements are capitalized. Depreciation and amortization are computed using the straight-line method based on the estimated useful lives of the assets as follows:

Asset	Period
Leasehold improvements	Lesser of term of the lease or the economic life
Software and electronic equipment	1 - 6 years
Furniture and fixtures	5 - 8 years
Equipment	3 - 8 years

F-1

3

(g) Intangible assets and other assets:

Eligible costs incurred during the development stage of information systems projects are capitalized and amortized over the estimated useful life of the related project and presented as part of intangible assets and other assets on the Company’s balance sheet. Eligible costs include those related to the purchase, development, and installation of the related software. The costs related to the implementation of the ERP system and the

e-commerce

platform are amortized over a period of 5 years.

Intangible assets and other assets also consist of trademarks and tradenames, which are amortized using the straight-line method over a period of 15 to 20 years. The Company had $7.9 million and $7.0 million of

net book value related to

intangible assets

and other assets

at March 30, 2024 and March 25, 2023, respectively. The Company had $1.2 million and $1.0 million of accumulated amortization of intangibles at March 30, 2024 and March 25, 2023, respectively.

(h) Leases:

The Company accounts for leases in accordance with Topic 842 and recognizes a

right-of-use

asset and a corresponding lease liability on the balance sheet for long-term lease agreements. We determine if an arrangement is a lease at inception. The amounts of the Company’s operating lease

right-of-use

(“ROU”) assets and current and long-term portion of operating lease liabilities are presented separately on the balance sheet. Finance leases are included in property and equipment and long-term debt on the balance sheet.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments in order to measure its lease liabilities at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives.

The Company leases office, distribution, and retail facilities. Certain retail store leases may require the payment of minimum rentals and contingent rent based on a percentage of sales exceeding a stipulated amount. The Company’s lease agreements expire at various dates through 2034, are subject, in many cases, to renewal options and provide for the payment of taxes, insurance and maintenance. Certain leases contain escalation clauses resulting from the pass

-

through of increases in operating costs, property taxes and the effect on costs from changes in consumer price indices, which are considered as variable costs.

F-1

4

The Company determines its lease payments based on predetermined rent escalations,

rent-free

periods and other incentives. The Company recognizes lease expense on a straight-line basis over the related terms of such leases, including any rent-free period and beginning from when the Company takes possession of the leased facility. Variable operating lease expenses, including contingent rent based on a percentage of sales, CAM charges, rent related taxes, mall advertising and adjustments to consumer price indices, are recorded in the period such amounts and adjustments are determined. Lease expense is recorded within selling, general and administrative expenses in the statement of operations.

Lease arrangements occasionally include renewal options. The Company uses judgment when assessing the renewal options in the leases and assesses whether or not it is reasonably certain to exercise these renewal options if they are within the control of the Company. Any renewal options not reasonably certain to be exercised are excluded from the lease term.

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. 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.

(i) Deferred financing costs:

The Company amortizes deferred financing costs incurred in connection with its financing agreements using the effective interest method over the term of the related financing. Such deferred costs are presented as a reduction to bank indebtedness and long-term debt in the accompanying consolidated balance sheets.

(j) Warranty accrual:

The Company provides warranties on its Birks branded jewelry for periods extending up to five years

.

The Company accrues a liability based on its historical repair costs for such warranties. 

(k) Income taxes:

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial statement reporting purposes and the bases for income tax purposes, and (b) operating losses and tax credit carryforwards. Deferred income tax assets are evaluated and, if realization is not considered to be

more-likely-than-not,

a valuation allowance is provided (see Note 11(a)).

(l) Foreign exchange:

Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange in effect at the balance sheet date.

Non-monetary

assets and liabilities denominated in foreign currencies are translated at the rates prevailing at the respective transaction dates. Revenue and expenses denominated in foreign currencies are translated at average rates prevailing during the year. Foreign exchange gains (losses) of ($0.2) million, ($1.4) million, and ($0.2) million were recorded in cost of goods sold for the years ended March 30, 2024, March 25, 2023, and March 26, 2022, respectively and $0.2 million, ($0.5) million,

a

n

d

 $0.1 million of gains (losses) on foreign exchange were recorded in interest and other financial costs related to U.S. dollar denominated debts for the years ended March 30, 2024, March 25, 2023, and March 26, 2022, respectively.

(m) Impairment of long-lived assets:

The Company periodically reviews the estimated useful lives of its depreciable assets and changes in useful lives are made on a prospective basis unless factors indicate the carrying amounts of the assets may not be recoverable and an impairment write-down is necessary. However, the Company will review its long-lived assets for impairment once events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss would be recognized when the estimated undiscounted future cash flows expected to result from the use of an asset and its eventual disposition is less than its carrying value. Measurement of an impairment loss for such long-lived assets would be based on the difference between the carrying value and the fair value of the asset, with fair value being determined based upon discounted cash flows or appraised values, depending on the nature of the asset.

Long-lived

assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. The Company did not record any

non-cash

impairment charges of long-lived assets during fiscal 2024, fiscal 2023 and fiscal 2022.

(n) Advertising and marketing costs:

Advertising and marketing costs are generally charged to expense as incurred and are included in selling, general and administrative expenses in the consolidated statements of operations. The Company and its vendors participate in cooperative advertising programs in which the vendors reimburse the Company for a portion of certain specific advertising costs which are netted against advertising expense in selling, general and administrative expenses, and amounted to $0.6 million, $1.1 million, and $1.0 million for each of the years ended March 30, 2024, March 25, 2023, and March 26, 2022, respectively. Advertising and marketing expense, net of vendor cooperative advertising allowances, amounted to $6.8 million, $8.1 million, and $8.8 million, in the years ended March 30, 2024, March 25, 2023, and March 26, 2022, respectively.

(o) Government grants:

The Company recognizes a government grant when there is reasonable assurance that it will comply with the conditions required to qualify for the grant, and that the grant will be received. The Company recognizes government grants as a reduction to the expense that the grant is intended to offset.

F-1

5

(p) Principles of consolidation and equity method of accounting:

The consolidated financial statements include the accounts of Birks Group and its subsidiaries. All intercompany transactions and balances have been eliminated.

The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity (VIE) or voting interest model. The Company is required to first apply the VIE model to determine whether it holds a variable interest in an entity, and if so, whether the entity is a VIE. If the Company determines it does not hold a variable interest in a VIE, it then applies the voting interest model. Under the voting interest model, the Company consolidates an entity when it holds a majority voting interest in an entity.

The Company accounts for investments in which it has significant influence but not a controlling financial interest using the equity method of accounting.

On April 16, 2021, the Company entered into a joint venture with FWI LLC (“FWI”) to form RMBG Retail Vancouver ULC (“RMBG”) to operate a retail location in Vancouver, British Columbia. The Company originally contributed nominal cash amounts as well as $1.6 million of certain assets in the form of a shareholder advance for 49% equity interest in RMBG, the legal entity comprising the joint venture. Likewise, FWI contributed certain assets in exchange for its 51% equity interest in RMBG, and controls the joint venture from the date of its inception. The Company has significant influence but not control over RMBG and therefore has applied the equity method of accounting to account for its investment in RMBG. The Company has recorded an equity method investment on the consolidated balance sheet and an equity

pick-up

on the consolidated statement of operations.

In addition, as of March 30, 2023 and March 26, 2022, the Company had a non-interest bearing shareholder advance in the amount of

$1.8 million

 

and

$1.5

mi

llion

,

respectively, which is presented in Accounts receivable and other receivables on the consolidated balance sheet. This receivable was fully reimbursed in fiscal 2024. Please refer to note 16 for additional details. The receivable is reimbursed from the actual profits of the business. Dividends are only paid to the shareholders after the repayment of the shareholder’s loans. The Company expects profits will be distributed annually or as approved by the directors at their annual meetings in accordance with their respective shareholdings. 

(q) Earnings per common share:

Basic earnings per share (“EPS”) is computed as net earnings divided by the weighted-average number of common shares outstanding for the period. Diluted EPS includes the dilutive effect of the assumed exercise of stock options and warrants except in years where the Company has a net loss.

F-1

6

The following table sets forth the computation of basic and diluted earnings (loss) per common share for the years ended March 30, 2024, March 25, 2023, and March 26, 2022:

	Fiscal Year Ended
	March 30, 2024			March 25, 2023			March 26, 2022
	(In thousands, except per share data)
Basic income (loss) per common share computation:
Numerator:
Net income (loss)	$	(4,631	)	$	(7,432	)	$	1,287
Denominator:
Weighted-average common shares outstanding		19,058			18,692			18,346
Income (loss) per common share	$	(0.24	)	$	(0.40	)	$	0.07
Diluted (loss) income per common share computation:
Numerator:
Net income (loss)	$	(4,631	)	$	(7,432	)	$	1,287
Denominator:
Weighted-average common shares outstanding		19,058			18,692			18,346
Dilutive effect of stock options and warrants		—			—			448
Weighted-average common shares outstanding – diluted		19,058			18,692			18,794
Diluted income (loss) per common share	$	(0.24	)	$	(0.40	)	$	0.07

F-1

7

(r) For the year ended March 30, 2024, all Class A voting shares underlying outstanding option awards were excluded from the computation of diluted earnings per share due to the Company reporting a net loss. For the year ended March 25, 2023, all Class A voting shares underlying outstanding option awards were excluded from the computation of diluted earnings per share due to the Company reporting a net loss. For the year ended March 26, 2022, the effect from the assumed exercise of  nil Class A voting shares underlying outstanding option awards  and   10,932 Class A voting shares underlying outstanding warrants was excluded from the computation of diluted earnings per share due to their antidilutive effect.

(s) Recent Accounting Pronouncements adopted during the year

There were no new accounting pronouncements adopted during the fiscal year that have a material impact on the Company’s financial position or results of operations.

Recent Accounting Pronouncements not yet adopted:

On March 12, 2020

,

the FASB issued ASU

2020-04

Reference rate reform (Topic 848). On December 21, 2022, the FASB issued an amendment to this reform, ASU

2022-06

Reference rate reform (Topic 848):

Facilitation of the effects of reference rate reform on financial reporting and related amendments

. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform if certain criteria are met. These transactions include contract modifications, hedging relationships, and sale or transfer of debt securities classified as

held-to-maturity.

The ASU was effective starting on March 12, 2020, and is available to be adopted on a prospective basis no later than December 31, 2024, following the amendments of ASU

2022-06.

The Canadian Dollar Offered Rate (CDOR) is a benchmark interest rate referenced in a variety of agreements. The publication of certain CDOR rates were discontinued in May 2021, and the remaining rates are expected to be discontinued on June 30, 2024. The Amended Credit Facility bears interest at a rate of CDOR plus a spread ranging

from 1.5% - 2%

depending on the Company’s excess availability levels. The

Amended Term Loan

bears interest at a rate of CDOR plus

7.75%. 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 Amended Credit Facility and the Amended Term Loan

were amended to replace CDOR by

the Canadian Overnight Repo Rate Average (“

CORRA

”)

and these amendments are not expected to materially impact the Company’s results. Refer to note 19 - Subsequent events.

On November 27, 2023, the FASB issued ASU

2023-07:

Segment Reporting (Topic 280):

Improvements to reportable segment disclosures

, which enhances segment disclosures and requires additional disclosures of segment expenses. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods thereafter. Early adoption is permitted. Management continues to evaluate the impact of this ASU on the consolidated financial statements.

On December 14, 2023, the FASB issued ASU

2023-09:

Income Taxes (Topic 740):

Improvements to income tax disclosures

, which primarily enhances the annual income tax disclosures for the effective tax rate reconciliation and income taxes paid. The ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The ASU should be applied prospectively however, retrospective application in all prior periods is permitted. Management continues to evaluate the impact of this ASU on the consolidated financial statements.

F-

18

3. Accounts receivable and other receivabl es:

Accounts receivable, net of allowance for credit losses, at March 30, 2024 and March 25, 2023 consist of the following:

	As of
	March 30, 2024		March 25, 2023
	(In thousands)
Customer trade receivables	$	4,992	$	6,237
Other receivables		3,463		5,140
	$	8,455	$	11,377

Continuity of the allowance for doubtful accounts is as follows (in thousands):

Balance March 27, 2021	$	1,249
Provision for credit losses		303
Net write offs		(343	)
Balance March 26, 2022	$	1,209
Provision for credit losses		538
Net write offs		(493	)
Balance March 25, 2023	$	1,254
Provision for credit losses		555
Net write offs		(433	)
Balance March 30, 2024	$	1,376

Other receivables mainly relate to receivables from wholesale revenue, tenant allowances receivable from certain landlords, and the receivable from the joint venture (see Note 16).

Certain

sales plans relating to customers’ use of Birks credit cards provide for revolving lines of credit and/or installment plans under which the payment terms exceed one year. The receivables repayable within a timeframe exceeding one year included under such plans amounted to approximately $1.6 million and $2.0 million at March 30, 2024 and March 25, 2023, respectively, which are not included in customer trade receivables outlined above, and are included in long-term receivables on the Company’s balance

sheet.

The

following table disaggregates the Company’s accounts receivables and other receivables and long-term receivables as at March 30, 2024:

	Current		1 - 30 days past due		31 - 60 days past due		61 - 90 days past due		Greater than 90 days past due		Total
Customer in-house receivables	$	5,555	$	486	$	83	$	101	$	1,550	$	7,775
Other receivables		872		1,369		363		226		797		3,627
	$	6,427	$	1,855	$	446	$	327	$	2,347	$	11,402

The following table disaggregates the Company’s accounts receivables and other receivables and long-term receivables as at March 25, 2023:

	Current		1 - 30 days past due		31 - 60 days past due		61 - 90 days past due		Greater than 90 days past due		Total
Customer in-house receivables	$	7,400	$	545	$	129	$	161	$	957	$	9,192
Other receivables		4,630		106		228		55		420		5,439
	$	12,030	$	651	$	357	$	216	$	1,377	$	14,631

F-

19

4. Inventories:

Inventories, net of reserves, are summarized as follows:

	As of
	March 30, 2024		March 25, 2023
	(In thousands)
Raw materials and work in progress	$	5,151	$	2,650	(1)
Finished goods		93,916		85,707	(1)
	$	99,067	$	88,357

(1) The amount presented has been corrected in these financial statements from amounts previously disclosed to increase raw materials and work in progress and decrease finished goods by an amount of $1.8 million. The total inventory as of March 25, 2023 remains unchanged as previously disclosed.

Continuity of the inventory reserves are as follows (in thousands):

Balance March 27, 2021	$	1,938
Additional charges		85
Deductions		(248	)
Balance March 26, 2022		1,775
Additional charges		330
Deductions		(230	)
Balance March 25, 2023		1,875
Additional charges		688
Deductions		(367	)
Balance March 30, 2024	$	2,196

F-2

0

5. Property and equipment:

The components of property and equipment are as follows:

	As of
	March 30, 2024			March 25, 2023
	(In thousands)
Leasehold improvements		36,285			35,973
Furniture, fixtures and equipment		14,853			13,866
Software and electronic equipment		16,201			14,864
		67,339			64,703
Accumulated depreciation and impairment charges		(41,622	)		(37,866	)
	$	25,717		$	26,837

The Company wrote off $2.8 million of gross fixed assets that were fully

depreciated

during the year ended March 30, 2024 (March 25, 2023 - $1.7 million), mostly related to leasehold improvements. Property and equipment, having a cost of $4.5 million and net book value of $3.8 million at March 30, 2024, and a cost of $0.3 million and a net book value of $0.3 million at March 25, 2023, are under finance leasing arrangements.

6. Bank indebtedness:

As of March 30, 2024 and March 25, 2023, bank indebtedness consisted solely of amounts owing under the Company’s Amended Credit Facility (defined below), which had an outstanding balance of $63.4 million ($63.7 million net of $0.3 million of deferred financing costs)

and $

57.9

 million ($

58.3

 million net of $

0.4

 million of deferred financing costs), respectively. The Company’s Amended Credit Facility is collateralized by substantially all of the Company’s assets. The Company’s excess borrowing capacity was $

13.4

 million as of March 30, 2024 and $

12.9

 million as of March 25, 2023. The Company met its excess availability requirements throughout fiscal 2024, and as of the date of these financial statements.

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 its $85.0 million Amended Credit Facility with Wells Fargo Canada Corporation. On October 23, 2017, the Company entered into a credit facility with Wells Fargo Capital Finance Corporation Canada for a maximum amount of $85.0 million and maturing in

October 2022

. 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. The Amended Credit Facility extended the maturity date of the Company’s

pre-existing

loan from October 2022 to

December 2026

. The Amended Credit Facility also provides the Company with an option to increase the total commitments thereunder by up to $5.0 million. The Company will only have the ability to exercise this accordion option if it has the required borrowing capacity at such time. The Amended Credit Facility bears interest at a rate of

CDOR

plus a spread ranging from 1.5

% - 

2.0% depending on the Company’s excess availability levels. Under the Amended Credit Facility, the sole financial covenant

that

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

 throughout 2024

. The Company’s excess availability was above $8.5 million throughout fiscal 2024.

On June 29, 2018, the Company secured a $12.5 million

t

erm

l

oan maturing in October 2022 with SLR. On December 24, 2021, the Company entered into an amended and restated senior secured term loan (“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

. The Amended Term Loan is subordinated in lien priority to the Amended Credit Facility and bears interest at a rate of

CDOR

plus 7.75%. 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. 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). 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. The Term Loan is required to be repaid upon maturity.

The Company’s borrowing capacity under both its Amended Credit Facility and its 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.

F-2

1

The

Company’s Amended Credit Facility and its Amended Term Loan are subject to cross default provisions with all other loans pursuant to which if the Company is in default of any other loan, the Company will immediately be in default of both its Amended Credit Facility and its Amended Term Loan. 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 become due immediately, which would result in cross defaults on the Company’s other borrowings. 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.

The Company’s Amended Credit Facility and its 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 is required to either i) maintain excess availability of at least 40% of the borrowing base in the month preceding payment or ii) maintain excess availably of at least 25% of the line cap and maintain a fixed charge coverage ratio of at least 1.10 to 1.00. Other than these financial covenants related to paying dividends, the terms of the Company’s Amended Credit Facility and its Amended Term Loan provide that no financial covenants are required to be met other than already described.

The Company’s lenders under its Amended Credit Facility and its Amended Term Loan may impose, at any time, discretionary reserves, which would lower the level of borrowing availability under its credit facilities (customary for asset-based loans), at their reasonable discretion, to: i) ensure that the Company maintains adequate liquidity for the operations of its business, ii) cover any deterioration in the value of the collateral, and iii) reflect impediments to the lenders to realize upon the collateral. There is no limit to the amount of discretionary reserves that the Company’s lenders may impose at their reasonable discretion. No discretionary reserves were imposed during fiscal year 2024 by the Company’s lenders.

Th

e

 information concerning the Company’s bank indebtedness is as follows:

	Fiscal Year Ended
	March 30, 2024			March 25, 2023
	(In thousands)
Maximum borrowing outstanding during the year	$	69,051		$	59,367
Average outstanding balance during the year	$	61,507		$	50,349
Weighted average interest rate for the year		7.8	%		5.7	%
Effective interest rate at year- end		7.7	%		6.9	%

As security for the bank indebtedness, the Company has provided some of its lenders the following: (i) general assignment of all accounts receivable, other receivables and trademarks; (ii) general security agreements on all of the Company’s assets; (iii) insurance on physical assets in a minimum amount equivalent to the indebtedness, assigned to the lenders; (iv) a mortgage on moveable property (general) under the Civil Code (Québec) of $200.0 million; (v) lien on machinery,

equipment

and molds and dies; and (vi) a pledge of trademarks and stock of the Company’s subsidiaries.

7. Accrued Liabilities

The components of accrued liabilities are as follows:

	As of
	March 30, 2024		March 25, 2023
	(In thousands)
Compensation related accruals	$	2,274	$	2,371
Interest and bank fees		702		604
Accrued property and equipment additions		902		1,575
Sales return provision		363		75
Professional and other service fees		814		1,160
Other		1,057		1,846
Total accrued liabilities	$	6,112	$	7,631

F-2

2

8. Long-term debt:

(a) Long-term debt consists of the following:

	As of
	March 30, 2024		March 25, 2023
	(In thousands)
Term loan from SLR Credit Solutions, bearing interest at an annual rate of C DOR plus 7.75 %, repayable at maturity in December 2026, secured by the assets of the Company (net of deferred financing costs of $ 181 and $ 247 , respectively). Refer to Note 6 for additional information.	$	12,319	$	12,253
$ 10  million term loan from Investissement Québec, bearing interest at an annual rate of 3.14 %, repayable in 60 equal payments beginning in July 2021 (net of deferred financing costs of $ 2 and $ 8 ,  respectively)		4,891		6,825
$ 0.4  million term loan from Business Development Bank of Canada, bearing bearing interest at an annual rate of 8.3 % repayable in 72 monthly payments beginning in July 2021 .		231		303
U . S .  $1.5 million cash advance owing to the Company’s controlling shareholder, Montel, bearing interest at an annual rate of 11%, net of withholding taxes (Note 1 6 (c))		2,033		2,064
Obligations under finance leases, at annual interest rates between 0.9% and 16%, s ecured by leasehold improvements, furniture, and equipment, maturing at various dates to April 2026 (net of deferred financing costs of $42 and nil, respectively)		3,251		176
Eligible borrowing amount of up to $ 4.3  million loan from Investissement Québec, bearing interest at an annual rate of 1.41 %, repayable in 60 equal payments beginning in June 2027 (net of deferred financing costs of $86and $ 56, respectively)		4,214		2,692
		26,939		24,313
Current portion of long-term debt		4,352		2,133
	$	22,587	$	22,180

(b) On July 8, 2020, the Company secured a 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. The loan bears interest at a rate of 3.14% per annum and is repayable in 60 equal payments beginning in July 2021. 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 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.   During fiscal 2024, the Company received a tolerance letter from Investissement Québec that allowed the Company, as at March 30, 2024 , to tolerate a working capital ratio of 0.97 . As at March 30, 2024, the working capital ratio (defined as current assets divided by current liabilities excluding the current portion of operating lease liabilities) was 0.96. On July 3 , 2024 , the Company obtained a waiver from Investissement Québec with respect to the requirement to meet the working capital ratio at March 30, 2024 and therefore the debt has been presented as long-term at year end.   Furthermore, on July 12 , 2024, the Company received a tolerance letter from Investissement Québec that allows the Company, as at March 29, 2025, to tolerate a working capital ratio of 0.90. 

( c) 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 $0.2 million outstanding on the loan ($ 0.3  million as of March 25, 2023). 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 .

( d) 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 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.

F-

2

3

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). During fiscal 2024, the Company has drawn U.S. $0.6 million (Cdn. $0.8 million). Payments will commence upon project completion, which is expected to occur during fiscal 2025. The amounts drawn are interest bearing

at approximately 16% 

annually

.

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 partial renovation of

a

store. The maximum borrowing amount under this facility is

U.S. 

$

0.5

 million

(Cdn $0.7 million)

and the balance as of March 30, 2024 is

nil

.

The payments are interest bearing at approximately

10

%

annually

and commence upon project completion. 

( e) On August 24, 2021, the Company entered into a 10 - year loan agreement with Investissement 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. In order to obtain the financing, the Company has agreed to maintain a certain number of employees in Quebec. As of March 30, 2024, the Company has fully drawn on the loan ($4.3 million outstanding as of March 30,2024 and  $2.7 million outstanding as of March 25, 2023). The loan bears interest at a rate of 1.41% per annum and is repayable in 60 equal payments beginning 60 months after the date of the first draw   in July 2022.  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. During fiscal 2024, the Company received a tolerance letter from Investissement Québec that allowed the Company, as at March 30, 2024, to tolerate a working capital ratio of 0.97 .   As at March 30, 2024, the working capital ratio was 0.96.   On July 3, 2024, the Company obtained a waiver from Investissement Québec with respect to the requirement to meet the working capital ratio at March 30, 2024 and therefore the debt has been presented as long-term at year end.  Furthermore, on July 12 , 2024, the Company received a tolerance letter from Investissement Québec that allows the Company, as at March 29, 2025, to tolerate a working capital ratio of 0.90 . 

F-2

4

( f ) Future minimum lease payments for finance leases required in the following five years are as follows (in thousands):

Year ending March:
2025	$	2,630
2026		912
2027		94
2028		—
2029		—
		3,636
Less imputed interest		(385	)
	$	3,251

( g ) Principal payments on long-term debt required in the following five years and thereafter, including obligations under finance leases, are as follows (in thousands):

Year ending March:
2025	$	4,243
2026		2,785
2027		13,615
2028		724
2029		850
Thereafter		4,722
	$	26,939

( h ) As of March 30, 2024 and March 25, 2023, the Company had $0.2 million, and $0.4 million , respectively, of outstanding letters of credit .

9. Other long-term liabilities:

On

August 31, 2023, the Company entered into an inventory supplier agreement relating to

inventory

purchases. The agreement requires a 20% payment within 30 days upon receipt of inventory and the balance is repayable over 34 monthly payments bearing interest at 6%. As of March 30, 2024, the Company has 

U.S. $

2.1 million 

(Cdn $2.8 million

)

outstanding on the loan of which

U.S. 

$1.1 million (

Cdn

 

$1.5 million) is presented in

other 

long-term liabilities

 and the balance as accounts payable

.

On

February 14, 2024, the Company entered into

an

inventory supplier agreement relating to

inventory

purchases. The agreement requires a 25% payment within 30 days upon receipt of inventory and the balance is repayable over 26 monthly payments and is interest-free. As of March 30, 2024, the Company has 

U.S.

$1.3 million

 (Cdn $1.7 million

) outstanding on the loan of which 

U.S.

$0.5 million

 (Cdn $0.7 million

) is presented

in

other 

long-term liabilities

 and the balance as accounts payable

.

The cash flows related to inventory supplier agreements are presented in operating cash flows.

10. Benefit plans and stock-based compensation:

(a) Stock option plans and arrangements:

(i) The Company can issue stock options, stock appreciation rights, deferred share units and restricted stock units to executive management, key employees and directors under the stock-based compensation plans discussed below. The Company’s stock trades on the NYSE American and is valued in USD, as such all prices in Note 10 are denominated in USD.

The

Compan

y has a

Long-Term

Incentive Plan under which awards may be made in order to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees and to promote the success of the Company. 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 Long-Term Incentive Plan provided for the grant of units and performance units or share awards. As of March 30, 2024, there were 25,000 cash-based stock appreciation rights that were exercisable under the Long-Term Incentive Plan. The stock appreciation rights outstanding under the Long-Term Incentive Plan have a weighted average exercise price of $1.18

as of March 30, 2024.

The Company has not made any grants under this incentive plan in the past three years. As at March 30, 2024, the Company has recognized a liability of $0.1 million in relation to these stock appreciation rights ($0.4 million as at March 25, 2023).

As

of

 March 30, 2024, there were stock options to purchase 20,000 Class A voting shares outstanding under the Long-Term Incentive Plan. During fiscal 2024, 2023, and 2022, no stock options were granted under the Long-Term Incentive Plan. As of March 30, 2024, 100% of the outstanding stock options were fully vested. Total compensation cost for options recognized in expenses was nil in each of fiscal 2024, 2023, and 2022. This

Long-Tern Incentive Plan

expired in February 2016 and no further awards will be granted under this plan. However, the Long-Term Incentive Plan will remain in effect until the outstanding awards issued under the plan terminate or expire by their terms.

F-2

5

On August 15, 2016, the Board of Directors adopted the Company’s Omnibus Long-Term Incentive Plan (the “Omnibus LTIP”), and same was approved by the Company’s shareholders on September 21, 2016. Further to the Omnibus LTIP, the Company’s directors, officers, senior executives and other employees of the Company or one of its subsidiaries, consultants and service providers providing ongoing services to the Company and its affiliates may from

time-to-time

be granted various types of compensation awards, as same are further described below. The Omnibus LTIP is meant to replace the Company’s former equity awards plans. As of March 26, 2021, there were a total of 1,000,000 shares of the Company’s Class A voting shares reserved for issuance under the Omnibus LTIP. On January 11, 2022, the Omnibus LTIP was amended to increase the number of the Company’s Class A voting shares reserved for issuance under the Omnibus LTIP from 1,000,000 to 1,500,000. This increase was ratified by a majority of shareholders in September 2022. In no event shall the Company issue Class A voting shares, or awards requiring the Company to issue Class A voting shares, pursuant to the Omnibus LTIP if such issuance, when combined with the Class A voting shares issuable upon the exercise of awards granted under the Company’s former plan or any other equity awards plan of the Company, would exceed 1,796,088 Class A voting shares, unless such issuance of Class A voting shares or awards is approved by the shareholders of the Company. This limit shall not restrict however, the Company’s ability to issue awards under the Omnibus LTIP that are payable other than in shares. As of March 30, 2024, there were stock options to purchase 12,000 Class A voting shares outstanding under the Omnibus LTIP, all of which were granted during fiscal 2017, with a three

-

year vesting period, an average exercise price of $1.43 and an expiration date of 10 years after the grant date. No additional stock options were granted under this plan since then. As of March 30, 2024, 100% of the outstanding stock options were fully vested. Total compensation cost for options recognized in expenses was nil in each of fiscal 2024, 2023, and 2022.

The following is a summary of the activity of Birks’ stock option plans and arrangements.

	Options			Weighted average exercise price
Outstanding March 27, 2021		395,147		$	1.13
Exercised		(138,147	)		0.94
Forfeited		—			—
Outstanding March 26, 2022		257,000			1.09
Exercised		(225,000	)		1.10
Forfeited		—			—
Outstanding March 25, 2023		32,000			1.02
Exercised		—			—
Forfeited		—			—
Outstanding March 30, 2024		32,000		$	1.02

A summary of the status of Birks’ stock options at March 30, 2024 is presented below:

	Options outstanding						Options exercisable
Exercise price	Number outstanding		Weighted average remaining life (years)		Weighted average exercise price		Number exercisable		Weighted average exercise price
$0.78		20,000		1.5	$	0.78		20,000	$	0.78
$1.43		12,000		2.6		1.43		12,000		1.43
		32,000		1.9	$	1.02		32,000	$	1.02

(b) As of March 30, 2024, the Company no longer has any outstanding warrants exercisable into shares of the Company’s Class A voting shares (nil as of March 25, 2023 and 202,661 as of March 26, 2022). These awards were fully vested and no additional compensation expense was recognized. In fiscal 2024, nil (90,056 and 48,823 in fiscal 2023 and 2022) warrants were exercised for a total of nil (90,056 and 48,823 in fiscal 2023 and 2022, respectively) class A common shares, for total proceeds of nil ( U.S.   $149,000 and U.S.  $163,000 in fiscal 2023 and 2022, respectively) (approximately Cdn  $205,000 and Cdn $210,000 in fiscal 2023 and 2022, respectively). These warrants expired on August 20, 2022, and all remaining warrants have been forfeited.

(c) Restricted stock units and deferred share unit plans:

On September 17, 2020

,

the Company issued 375,000 cash

-

settled restricted stock units (“RSUs”) to members of senior management under the Omnibus LTIP. These units vest after three years and expire within two months following the vesting date. Compensation expense is based on the fair value of the RSU and the liability is

re-measured

at each reporting period. On December 20, 2021, the Company converted 325,000 of the outstanding cash-settled RSUs to equity

-

settled awards and as a result, the liability outstanding at that date of $0.9 million was reclassified to additional paid

-

in capital. At March 30, 2024, there were nil outstanding cash-settled RSUs

 

as

all remaining cash

-

settled RSUs were exercised in fiscal 2024

(

50,000 outstanding at each of 

March 25, 2023

and

March 26, 2022) and nil outstanding equity-settled RSUs

as all remaining equity-settled RSUs were exercised in fiscal 2024 (325,000 outstanding at each of 

March 25, 2023

and

March 26, 2022

)

.

F-

2

6

The Company issued cash

-

settled deferred share units (“DSUs”) to members of the board of directors on October 1, 2023 (70,000

DSUs

)

and September 21, 2022 (

35,584

 un

its

). In the prior years, the Company issued cash-settled DSU’s on September 16, 2021 (

61,470

units), September 17, 2020 (

223,878

 units), October 7, 2019 (157,890units) and June 20, 2019 (

86,954

units). On December 20, 2021, the Company converted all of the 750,482 outstanding cash-settled DSUs to equity

-

settled awards and as a result, the liability outstanding at that date of $4.6 million was reclassified to additional paid

-

in capital. During fiscal 2024,

8,896 cash-settled and

10,000

equity

-

settled

DSUs were exercised (nil for fiscal 2023 and fiscal 2022). At March 30, 2024, 96,688 cash-settled DSUs were outstanding (March 25, 2023 – 35,584 

and

March 26, 2022–nil) and 740,482 equity-settled DSUs were outstanding (March 25, 2023 – 750,482 

and

March 26, 2022 – 750,482). These units are exercisable immediately upon the date the member ceases being a director and expire on December 31 of the following year.

F-2

7

A summary of the status of the Company’s cash-settled RSUs and cash

-

settled DSUs at March 30, 2024 is presented below:

	DSU
Outstanding March 27, 2021		689,012
Grants of new units		61,470
Converted to equity-settled awards		(750,482	)
Outstanding March 26, 2022		—
Grants of new units		35,584
Outstanding March 25, 2023		35,584
Grants of new units		70,000
Exercised		(8,896	)
Outstanding March 30, 2024		96,688

The fair value of cash

-

settled DSUs is measured based on the Company’s share price at each period end. As at March 30, 2024, the liability for all cash

-

settled DSU’s was $0.4 million (March 25, 2023 – $0.4 million

and

March 26, 2022 – nil). The closing stock price used to determine the liability for fiscal 2024 was $3.34

 ($8.18 as at March 26, 2023).

Total compensation cost (gain) for DSUs recognized in expense was ($0.3) million, $0.4 million, and $1.5 million in fiscal 2024, 2023, and 2022

, respectively

.

	RSU
Outstanding March 27, 2021		375,000
Converted to equity-settled awards		(325,000	)
Outstanding March 26, 2022		50,000
Exercised		—
Outstanding March 25, 2023		50,000
Exercised		(50,000	)
Outstanding March 30, 2024		—

The fair value of cash

-

settled RSUs is measured based on the Company’s share price at each period end. As at March 30, 2024, the liability for all vested cash

-

settled RSUs was nil (March 25, 2023 - $0.5 million 

and

March 26, 2022 - $0.2 million). The closing stock price used to determine the liability was $8.18 for fiscal 2023 and $5.12 for fiscal 2022. Total compensation cost (gain) for cash-settled RSU’s recognized in expense was $(0.2) million, $0.3 million, and $0.8 million in fiscal 2024, 2023, and 2022

, respectively.

 Total compensation cost for equity-settled RSU’s recognized in expense was $0.03 million, $0.5 million, and $0.2 million in fiscal 2024, 2023, and 2022

, respectively

.

A summary of the status of the Company’s equity-settled

DSUs

at March 30, 2024 is presented below:

	DSU
Outstanding March 25, 2023 and March 26, 2022		750,482
Exercised		(10,000	)
Outstanding March 30, 2024		740,482

A summary of the status of the Company’s equity-settled

RSUs

at March 30, 2024 is presented below:

	RSU
Outstanding March 26, 2022 and March 25, 2023		325,000
Exercised		(325,000	)
Outstanding March 30, 2024		—

The equity

-

settled RSUs and DSUs are recorded at fair value at grant or modification date and not subsequently

re-measured.

11 . Income taxes:

(a) 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 or penalties related to uncertain tax positions due to available tax loss carry forwards. The tax years 2017 through 2024 remain open to examination by the major taxing jurisdictions to which the Company is subject.

F-2

8

The Company evaluates its deferred tax assets to determine if any adjustments to its valuation allowances are required. As part of this analysis, the Company could not reach the required conclusion that it would be able to more likely than not realize the value of net deferred tax assets in the future. As a result, the Company has a

non-cash

valuation allowance of $26.1 million

(March 25, 2023 - $24.8 million)

against the majority of the Company’s net deferred tax assets.

The significant items comprising the Company’s net deferred tax assets at March 30, 2024 and March 25, 2023 are as follows:

	Fiscal Year Ended
	March 30, 2024			March 25, 2023
	(In thousands)
Deferred tax assets:
Loss and tax credit carry forwards	$	14,481		$	13,282
Difference between book and tax basis of property and equipment and intangible assets		7,228			7,396
Operating lease right-of-use asset		3,536			3,690
Other reserves not currently deductible		1,196			1,195
Other		(292	)		(743	)
Net deferred tax asset before valuation allowance		26,149			24,820
Valuation allowance		(26,149	)		(24,820	)
Net deferred tax asset	$	—		$	—

The Company’s income tax expense (benefit) consists of the following components:

	Fiscal Year Ended
	March 30, 2024			March 25, 2023			March 26, 2022
	(In thousands)
Income tax expense (benefit):
Current	$	—		$	—		$	—
Deferred		(1,329	)		(1,860	)		1,781
Valuation allowance		1,329			1,860			(1,781	)
Income tax expense	$	—		$	—		$	—

The Company’s current tax payable was

nil

at March 30, 2024, March 25, 2023 and March 26, 2022.

The Company’s provision for income taxes varies from the amount computed by applying the statutory income tax rates for the reasons summarized below:

	Fiscal Year Ended
	March 30, 2024			March 25, 2023			March 26, 2022
Canadian statutory rate		25.7	%		25.9	%		26.1	%
Utilization of unrecognized losses and other tax attributes		(28.6	%)		(25.0	%)		(130.8	%)
Permanent differences and other		2.9	%		(0.9	%)		104.7	%
Total		0.0	%		0.0	%		0.0	%

(b) At March 30, 2024, the Company had federal non-capital losses of $51.2 million available to reduce future Canadian federal taxable income and investment tax credits (“ITC’s”) in Canada of $0.2 million available to reduce future Canadian federal income taxes payable which will expire in accordance with their respective terms between 2024 and 2032. The Company also has capital losses of $1.5 million available to reduce future Canadian capital gains. These capital losses do not have an expiration date.

F-

29

The following table outlines the maturity of the federal non-capital losses by fiscal year-ends.

	Non Capital losses as
	of March  30, 2024 (in thousands)
Year ending March:		Operating
Expiring in 2025		—
Expiring in 2026		—
Expiring in 2027		—
Expiring in 2028		—
Expiring in 2029		—
Expiring in 2030		3,390
Expiring in 2031		—
Expiring in 2032		—
Expiring after 2032		47,773
Total non-capital losses as of March 30, 2024		51,163

F-3

0

12. Capital stock:

Authorized capital

 stock of the Company consists of an unlimited number of no par value preferred shares and two classes of common stock outstanding: Class A and Class B. Class A voting shares receive one vote per share. The Class B multiple voting shares have substantially the same rights as the Class A voting shares except that each share of Class B multiple voting shares receives 10 votes per share. The issued and outstanding shares are as follows:

	Class A common stock				Class B common stock				Total common stock
	Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount
Balance as of March 26, 2022		10,797,943	$	37,883		7,717,970	$	57,755		18,515,913	$	95,638
Exercise of stock options and warrants		315,056		1,136		—		—		315,056		1,136
Balance as of March 25, 2023		11,112,999		39,019		7,717,970	$	57,755		18,830,969	$	96,774
Settlement of stock units		335,000		1,706		—		—		335,000		1,706
Balance as of March 30, 2024		11,447,999	$	40,725		7,717,970	$	57,755		19,165,969	$	98,480

F-3

1

13. Leases:

Amounts recognized in the consolidated statement of operations were as follows:

	March 30, 2024		March 25, 2023		March 26, 2022
	(In thousands)
Fixed operating lease expense	$	11,874	$	12,053	$	12,155
Variable operating lease expense (1)		5,569		5,007		3,482
Total lease expense	$	17,443	$	17,060	$	15,637

(1) In May 2020, the FASB issued guidance to Topic 842, Leases, exempting lessees from determining whether COVID-19 related rent concessions are lease modifications when certain conditions are met. In accordance with the guidance issued, the Company adopted the amendment effective March 29, 2020 and elected not to treat COVID-19 related rent concessions as lease modifications. As such, for the period ended March 30, 2024, no rent concessions (March 25, 2023 of $0.2 million  and March 26, 2022 of $1.5 million) were recognized in the consolidated statement of operations as a negative variable rent expense.

Variable operating lease expense includes percentage rent, taxes, mall advertising and common area maintenance charges.

The

weighted average remaining operating lease term was 5.7 years and the weighted average discount rate was 10.0% for all of the Company’s operating leases as of March 30, 2024.

The following table provides supplemental cash flow information related to the Company’s operating leases:

	March 30, 2024		March 25, 2023		March 26, 2022
	(In thousands)
Cash outflows from operating activities attributable to operating leases (1)	$	13,422	$	14,235	$	11,954
Right-of-use assets obtained in exchange for Operating lease liabilities (2)	$	1,503	$	2,579	$	5,612

(1) There were no rent concessions associated to base rent for the period ended March 30, 2024 . Net  of $ 0.2  million and $ 1.5  million rent concessions associated to base rent for the periods ended March 25, 2023 and March 26, 2022, respectively.

(2) Right-of-use assets obtained are recognized net of leasehold inducements. For the period ending March 30, 2024, leasehold inducements totaled $ 1.7  million of which $ 0.8  million is included in Accounts Receivable  and other receivables. For the period ending March 25, 2023, leasehold inducements totaled $ 0.1  million of which $ 0.1  million is included in Accounts Receivable   and other receivables .

The following table reconciles the undiscounted cash flows expected to be paid in each of the next five fiscal years and thereafter to the operating lease liability recorded on the Consolidated Balance Sheet for operating leases and finance leases which is included in long-term debt as of March 30, 2024.

	Minimum Lease Payments as of March 30, 2024
	(in thousands)
Year ending March:		Operating
2025		13,189
2026		13,499
2027		13,144
2028		12,388
2029		10,799
Thereafter		46,072
Total minimum lease payments		109,091
Less: amount of total minimum lease payments representing interest		(42,780	)
Present value of future total minimum lease payments		66,311
Less: current portion of lease liabilities		(6,430	)
Long-term lease liabilities	$	59,881

F-3

2

14. Contingencies:

The Company and its subsidiaries, in the normal course of business, become involved from time to time in litigation and are subject to claims. While the final outcome with respect to claims and legal proceedings pending at March 30, 2024 cannot be predicted with certainty, management believes that adequate provisions have been recorded in the accounts where required and that the financial impact, if any, from claims related to normal business activities will not be material.

1 5 . Segmented information:

The Compa

ny has two reportable segments

,

Retail and Other. As of March 30, 2024, Retail operated 18 stores across Canada under the Maison Birks brand, one retail location in Calgary under the Brinkhaus brand, two retail locations in Vancouver under the Graff and Patek Philippe brands, and one retail location in Laval under the Breitling brand. During fiscal 2024, the Company closed three stores (two stores in fiscal 2023

 

and

three stores in fiscal 2022

)

operating under the Maison Birks banner and did not open any new stores. Other consists primarily of our

e-commerce

business, wholesale business and gold exchange program. The two reportable segments are managed and evaluated separately based on unadjusted gross profit. The accounting policies used for each of the segments are the same as those used for the consolidated financial statements. Inter-segment sales are made at amounts of consideration agreed upon between the two segments and intercompany profit is eliminated if not yet earned on a consolidated basis. The Company does not evaluate the performance of the Company’s assets on a segment basis for internal management reporting and, therefore, such information is not presented.

Certain information relating to the Company’s segments for the years ended March 30, 2024, March 25, 2023, and March 26, 2022, respectively, is set forth below:

	Retail						Other							Total
	2024		2023		2022		2024		2023			2022		2024		2023		2022
	(In thousands)
Sales to external customers	$	173,872	$	153,428	$	167,819	$	11,403	$	9,522		$	13,523	$	185,275	$	162,950	$	181,342
Inter-segment sales		—		—		—		605		493			574		605		493		574
Unadjusted Gross profit	$	71,665	$	67,184	$	72,061	$	5,352	$	4,740	(1)	$	6,961	$	77,017	$	71,924	$	79,022

(1) The amount presented has been corrected by $2.2 million in these financial statements from the amount previously disclosed to reflect the accurate unadjusted gross profit. The total unadjusted gross profit for the year ended March 25, 2023 remains unchanged as previously disclosed.

The following sets forth reconciliations of the segment’s gross profits and certain unallocated costs to the Company’s consolidated gross profits for the years ended March 30, 2024, March 25, 2023, and March 26, 2022:

	Fiscal Year Ended
	March 30, 2024			March 25, 2023			March 26, 2022
	(In thousands)
Unadjusted gross profit	$	77,017		$	71,924		$	79,022
Inventory provisions		(1,207	)		(849	)		(383	)
Other unallocated costs		(2,278	)		(3,153	)		(2,445	)
Adjustment of intercompany profit		23			38			26
Gross profit	$	73,555		$	67,960		$	76,220

F-3

3

Sales by classes of similar products and by channel were as follows:

	Retail						Other						Total
	2024		2023		2022		2024		2023		2022		2024		2023		2022
	(In thousands)
Jewelry and other	$	75,401	$	77,611	$	78,586	$	9,825	$	8,187	$	11,936	$	85,226	$	85,798	$	90,522
Timepieces		98,471		75,817		89,233		1,578		1,335		1,587		100,049		77,152		90,820
	$	173,872	$	153,428	$	167,819	$	11,403	$	9,522	$	13,523	$	185,275	$	162,950	$	181,342

F-3

4

16. Related party transactions:

(a) The Company is party to certain related party transactions. Balances related to these related parties are disclosed in the consolidated financial statements except the following:

	Fiscal Year Ended
	March 30, 2024			March 25, 2023		March 26, 2022
	(In thousands)
Expenses incurred:
Management fees to related parties (b)		41			—		—
Consultant fees to a related party (f)		217			205		237
Expense reimbursement to a related party (d)		25			35		36
Interest expense on cash advance received from controlling shareholder (c)		226			218		297
Compensation paid to a related party (e)		366			344		364
Fees charged to RMBG in exchange for retail support and administrative services (g)		(613	)		—		—
Balances:
Accounts payable to related parties		117			117		75
Interest payable on cash advance received from controlling shareholder (c)		18			16		15
Receivable from joint venture (g)		214			1,815		1,543

(b) Effective January 1, 2016, the Company entered into a management consulting services agreement with Gestofi S.A. (“Gestofi”)   all in accordance with the Company’s Code of Conduct relating to related party transactions. Under the management consulting services agreement, Gestofi provides the Company with services related to the obtaining of financing, mergers and acquisitions, international expansion projects, and such other services as the Company may request. Under the agreement, the Company paid an annual retainer of €140,000 (approximately $202,000 in Canadian dollars). The original term of the agreement was until December 31, 2016 and the agreement was automatically extended for successive terms of one year as neither party gave a 60 days’ notice of its intention not to renew. The yearly renewal of the agreement was subject to the review and approval of the Company’s corporate governance and nominating committee and the Board of Directors in accordance with the Company’s Code of Conduct relating to related party transactions. In November 2018, the agreement was renewed on the same terms and conditions except that the retainer was reduced to €40,000 (approximately $61,000 in Canadian dollars). In March 2019, the agreement was amended to (i) waive the yearly retainer and reimburse only the out-of-pocket expenses related to the services, and (ii) allow for a success fee to be mutually agreed upon between the Company and Gestofi in the event that financing or a capital raise is achieved. This agreement was renewed in November 2023 until December 31, 2024. 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.

(c) The Company has a cash advance outstanding from its controlling shareholder, Montel S.à.r.l. (“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. This advance and any interest thereon is subordinated to the indebtedness of the Company’s Amended  Credit Facility and Amended  Term Loan. This cash advance bears an annual interest rate of 11 %, net of withholding taxes, representing an effective interest rate of approximately 12 %, and is repayable upon demand by Montel once conditions stipulated in the Company’s Amended  Credit Facility permit such a payment. At March 30, 2024 and March 25, 2023 advances payable to the Company’s controlling shareholder 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. The loan bears interest at an annual rate of 11%, net of withholding taxes, representing an effective interest rate of approximately 12%. During fiscal year 2019, U.S. $1.25 million (approximately $1.55 million in Canadian dollars) was repaid. During fiscal 2022, the remaining principal balance on the loan of approximately U.S. $1.25 million ($1.6 million in Canadian dollars) was fully repaid.

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5

(d) In accordance with the Company’s Code of Conduct related to related party transactions, in April 2011, the Company’s corporate governance and nominating committee and Board of Directors approved the reimbursement to Regaluxe Srl of certain expenses, such as rent, communication, administrative support and analytical service costs, incurred in supporting the office of Dr. Lorenzo Rossi di Montelera, the Company’s then Chairman, and of Mr. Niccolò Rossi di Montelera, the Company’s Chairman of the Executive Committee and the Company’s current Executive Chairman of the Board, for the work performed on behalf of the Company, up to a yearly maximum of U.S.  $260,000 (approximately $340,000 in Canadian dollars). The yearly maximum was reduced to U.S.  $130,000 (approximately $170,000 in Canadian dollars), and in fiscal 2019 the terms were amended so that only administrative support and analytical service costs can be reimbursed. This agreement was further renewed in March 2020 on the same terms and conditions except that the expenses would be invoiced in Euros. In March 2024, the agreement was renewed for an additional one-year term on the same terms and conditions. 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.

(e) Effective January 1, 2017, the Company agreed to total annual compensation of €250,000 (approximately $388,000 in Canadian dollars),   with Mr. Niccolò Rossi di Montelera in connection with his appointment as Executive Chairman of the Board and Chairman of the Executive Committee. In fiscal 2024, 2023, and 2022, the Company incurred costs of €250,000, €250,000 and €250,000 (approximately $366,000, $344,000, and $364,000 in Canadian dollars), respectively in connection with this agreement.

(f) 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. Under the agreement, Carlo Coda-Nunziante, the Company’s former Vice President, Strategy, and brother-law to the Executive Chairman of the Board,  is providing advice and assistance on the Company’s strategic planning and business strategies for a total annual fee, including reimbursement of out-of-pocket expenses of €146,801   ( a pproximately $222,000 in Canadian dollars), net of applicable taxes. In 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 an additional 6-month period ending on September 30 th , 2024 upon the same terms and conditions.

(g)
On April 16, 2021, the Company entered into a joint venture with FWI LLC (FWI) to form RMBG Retail Vancouver ULC (RMBG). The Company originally contributed nominal cash amounts as well as $1.6 million of certain assets in the form of a shareholder advance for 49% of the legal entity comprising the joint venture. The advance is reimbursed from the actual profits of the business and was non-interest bearing. As at March 25, 2023 and March 26, 2022, the Company had an outstanding shareholder advance of $1.8 million and $1.5 million, respectively, which was presented in accounts receivable and other receivables on the consolidated balance sheet. This shareholder advance was fully reimbursed in fiscal 2024.

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 (nil in both fiscal years 2023 and 2022). These fees are reflected as a reduction of selling, general and administrative expenses in the consolidated statement of operations. As of March 30, 2024, the Company has $0.2 million (nil as at March 25, 2023 and March 26, 2022 respectively) as a receivable related to these related services, and is presented in accounts receivable and other receivables on the consolidated balance sheet.

(h) In April 2011, the Company entered into a Wholesale and Distribution Agreement with Regaluxe Srl. Under the agreement, Regaluxe Srl is to provide services to the Company to support the distribution of the Company’s products in Italy through authorized dealers. The initial one-year term of the agreement began on April 1, 2011. Under this agreement, the Company pays Regaluxe Srl a net price for the Company’s products equivalent to the price, net of taxes, for the products paid by retailers to Regaluxe Srl less a discount factor of 3.5%. The agreement’s initial term was until March 31, 2012, and may be renewed by mutual agreement for additional one year terms. 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.

(i) 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. 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. 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. 

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17. Financial instruments:

Fair value of financial instruments:

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. U.S. GAAP establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. U.S. GAAP prescribes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 1 inputs are considered to carry the most weight within the fair value hierarchy due to the low levels of judgment required in determining fair values.

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7

Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3 – Unobservable inputs reflecting the reporting entity’s own assumptions. Level 3 inputs are considered to carry the least weight within the fair value hierarchy due to substantial levels of judgment required in determining fair values.

The Company has determined that the carrying value of its cash and cash equivalents, accounts receivable, long-term receivables, accounts payable and accrued liabilities approximates fair values as at the balance sheet date. As of March 30, 2024 and March 25, 2023, for the $63.4 million and $57.9 million, respectively, of bank indebtedness and the $12.3 million and $12.3 million, respectively of

long-term

debt bearing interest at variable rates, the fair value is considered to approximate the carrying value.

As of March 30, 2024 and March 25, 2023, the fair value of the remaining $14.6 million and $12.1 million, respectively of fixed-rate long-term debt is estimated to be approximately $14.6 million and $12.0 million, respectively. The fair value was determined by discounting the future cash flows of each instrument at the current market interest rates for the same or similar debt instruments with the same remaining maturities adjusted for all necessary risks, including its own credit risk. In determining an appropriate spread to reflect its credit standing, the Company considered interest rates currently offered to the Company for similar debt instruments of comparable maturities by the Company’s lenders. As a result, the Company has determined that the inputs used to value these long-term debts fall within Level 3 of the fair value hierarchy.

1 8 . Government grants

In response to the COVID-19 pandemic, various government programs were announced to provide financial relief for affected businesses such as the Canada Emergency Wage Subsidy (“CEWS”) program in April 2020 and the Canada Emergency Rent Subsidy (“CERS”) program in October 2020.

CEWS provide

d

 a wage subsidy on eligible paid compensation, subject to limits per employee, to eligible employers based on certain criteria, including demonstration of certain revenue declines as a result of COVID-19. During fiscal 2024 and 2023, the Company did not recognize any CEWS

funding. In fiscal 2022

,

$0.5 

million

was

recorded as a reduction to the eligible employee compensation expense incurred by the Company during

such

period (within selling, general, and administrative expenses). As at March 30, 2024 and March 25, 2023

, nil

 is included within Account Receivable

and other receivables 

on the consolidated balance sheet. 

CERS provide

d

 a rent subsidy for eligible property expenses, such as occupancy costs, based on certain criteria and is proportional to revenue declines as a result of COVID-19. For the fiscal year ended March 30, 2024, the Company did

not recognize any CERS

funding. In

fiscal 2023 and

fiscal 2022

, nil and 

$0.5 million

,

respectively was

recorded as a reduction to the eligible occupancy expense incurred by the Company during

s

uch

 period (within selling, general and administrative expenses). As at March 30, 2024 and March 25, 2023, nil is included within Account Receivable

and other receivables 

on the consolidated balance sheet.

19. Subsequent events

On June

26

, 2024, the Company entered into an amendment to the Amended Credit Facility with Wells Fargo Capital Finance Corporation Canada. The amendment replaces the interest rate of CDOR plus a spread ranging from 1.5%

 

-

2% depending on the Company’s excess availability levels for the interest rate of CORRA plus a CORRA adjustment ranging from 0.30% to 0.32% and a spread ranging from 1.5%

 

-

2% depending on the Company’s excess availability levels. The adjustment is effective on June

26

, 2024.

On June

26

, 2024, the Company entered into an amendment to the Amended Term Loan with

SLR.

The amendment replaces the interest rate of CDOR plus 7.75% (or CDOR plus 7.00% or CDOR plus 6.75% depending on the Company complying with certain financial covenants) for the interest rate of CORRA plus a CORRA adjustment of 0.32% and 7.75% (or CORRA plus a CORRA adjustment of 0.32% plus 7.00% or CORRA plus a CORRA adjustment of 0.32% plus 6.75% depending on the Company complying with certain financial covenants). The adjustment is effective on June

26

, 2024.

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. The maximum borrowing amount under this facility is

U.S

.

 

$0.6 million

(Cdn $

0.8 million

) and the balance as of March 30, 2024 is nil. The payments are interest bearing at approximately 10%

annually

and commence upon project completion

.

On June 20, 2024, the Company entered into an early termination lease agreement for one of its retail stores, that modifies the lease term to 

January 31, 2025.

The lease termination results in a termination payment that is to be 

repaid over a period of time up to April 2026.

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. 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. Amounts drawn under this support letter will bear interest at an annual rate of 15%. However, there will be

no interest or principal repayment

s

prior to July 31, 2025. 

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8