BIRKS GROUP INC. (Form: 20-F, Received: 06/26/2015 17:21:19)

Class A Voting Shares, without nominal or par value

Class B Multiple Voting Shares, without nominal or par value

Series A Preferred Shares, without nominal or par value, issuable in series

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

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

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

For the fiscal year ended March 28, 2015

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

¨	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)

1240 Phillips Square

Montreal Québec

Canada

H3B 3H4

(Address of principal executive offices)

Pat Di Lillo, 514-397-2592 (telephone), 514-397-2537 (facsimile)

1240 Phillips Square

Montreal Québec

Canada

H3B 3H4

(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		Name of each exchange on which registered
Class A Voting Shares, without nominal or par value		NYSE MKT 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:

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). x Yes ¨ No

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


Large accelerated filer		¨		Accelerated filer		¨		Non-accelerated filer		x

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 by the International Accounting Standards Board

Other

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 x No

TABLE OF CONTENTS


			Page
Part I

	Item 1.	Identity of Directors, Senior Management and Advisers		2

	Item 2.	Offer Statistics and Expected Timetable		2

	Item 3.	Key Information		2

	Item 4.	Information on the Company		11

	Item 4A.	Unresolved Staff Comments		18

	Item 5.	Operating and Financial Review and Prospects		18

	Item 6.	Directors, Senior Management and Employees		34

	Item 7.	Major Shareholders and Related Party Transactions		42

	Item 8.	Financial Information		46

	Item 9.	The Offer and Listing		46

	Item 10.	Additional Information		47

	Item 11.	Quantitative and Qualitative Disclosures About Market Risk		52

	Item 12.	Description of Securities Other than Equity Securities		53

Part II

	Item 13.	Defaults, Dividend Arrearages and Delinquencies		53

	Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		53

	Item 15.	Controls and Procedures		53

	Item 16A.	Audit Committee Financial Expert		54

	Item 16B.	Code of Ethics		54

	Item 16C.	Principal Accountant Fees and Services		54

	Item 16D.	Exemptions from the Listing Standards for Audit Committees		55

	Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		55

	Item 16F.	Change in Registrant’s Certifying Accountant		55

	Item 16G.	Corporate Governance		55

	Item 16H.	Mine Safety Disclosure		55

Part III

	Item 17.	Financial Statements		55

	Item 18.	Financial Statements		55

	Item 19.	Exhibits		56

INTRODUCTION

References

Unless the context otherwise requires, the terms “Birks Group,” “the Company,” “we,” “us,” and “our” are used in this Annual Report to refer to Birks Group Inc., a Canadian corporation, and its subsidiaries on a consolidated basis. In addition, the term “Mayors” refers to Mayor’s Jewelers, Inc., a Delaware corporation, and its wholly-owned subsidiary, Mayor’s Jewelers of Florida, Inc., a Florida corporation, and “the merger” refers to the merger of Mayors with a wholly-owned subsidiary of the Company, as approved by the stockholders on November 14, 2005. The term “Birks” refers to Henry Birks & Sons Inc., the legal name of Birks Group prior to the merger.

Presentation of Financial and Other Information

The consolidated financial statements of Birks Group contained in this Annual Report are reported in United States (“U.S.”) dollars and have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. Unless otherwise indicated, all monetary references herein are denominated in U.S. dollars; references to “dollars” or “$” are to U.S. dollars and references to “Cdn$” or “Canadian dollars” are to Canadian dollars.

Throughout this Annual Report, we refer to our fiscal year ending March 26, 2016, as fiscal 2016 and our fiscal years ended March 28, 2015, March 29, 2014, and March 30, 2013, as fiscal 2015, fiscal 2014 and fiscal 2013, respectively. Our fiscal year ends on the last Saturday in March of each year. The fiscal years ended March 28, 2015, March 29, 2014 and March 30, 2013 consisted of 52 weeks with four thirteen-week periods.

Forward-Looking Information

This Annual Report and other written reports and releases and oral statements made from time to time by the Company contain forward-looking statements which can be identified by their use of words like “plans,” “expects,” “believes,” “will,” “anticipates,” “intends,” “projects,” “estimates,” “could,” “would,” “may,” “planned,” “goal,” and other words of similar meaning. All statements that address expectations, possibilities or projections about the future, including, without limitation, statements about our strategies for growth, expansion plans, sources or adequacy of capital, expenditures and financial results are forward-looking statements.

One must carefully consider such statements and understand that many factors could cause actual results to differ from the forward-looking statements, such as inaccurate assumptions and other risks and uncertainties, some known and some unknown. No forward-looking statement is guaranteed and actual results may vary materially. Such statements are made as of the date provided, and we assume no obligation to update any forward-looking statements to reflect future developments or circumstances.

One should carefully evaluate such statements by referring to the factors described in our filings with the Securities and Exchange Commission (“SEC”), especially on this Form 20-F and our Forms 6-K. Particular review is to be made of Items 3, 4 and 5 of this Form 20-F where we discuss in more detail various important risks and uncertainties that could cause actual results to differ from expected or historical results. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements. Since it is not possible to predict or identify all such factors, the identified items are not a complete statement of all risks or uncertainties.

PART I

Item 1.

Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2.

Offer Statistics and Expected Timetable

Not applicable.

Item 3.

Key Information

Selected Financial Data

The following financial data as of March 28, 2015 and March 29, 2014 and for the years ended March 28, 2015, March 29, 2014 and March 30, 2013 have been derived from our audited consolidated financial statements, which are included elsewhere in this Annual Report. The following financial data as of March 30, 2013, March 31, 2012 and March 26, 2011 and for the years ended March 31, 2012 and March 26, 2011 have been derived from our audited consolidated financial statements not included in this Annual Report. The fiscal year ended March 31, 2012 consisted of 53 weeks, while all other fiscal years in the table below consisted of 52 weeks. The historical results included below and elsewhere in this Annual Report are not necessarily indicative of our future performance.

The data presented below is only a summary and should be read in conjunction with our audited consolidated financial statements, including the notes thereto, included elsewhere in this Annual Report. You should also read the following summary data in conjunction with Item 5, “Operating and Financial Review and Prospects” included elsewhere in this Annual Report.

Income Statement Data:


	Fiscal Year Ended
	March 28, 2015			March 29, 2014			March 30, 2013		March 31, 2012 (1)		March 26, 2011
	(In thousands, except per share data)
Net sales	$	301,637		$	281,165		$	292,759	$	302,317	$	270,948
Cost of sales		183,832			166,498			166,585		169,087		154,640

Gross profit		117,805			114,667			126,174		133,230		116,308
Selling, general and administrative expenses		103,735			105,512			110,806		118,075		107,444
Restructuring charges (2)		2,604			—			—		—		—
Depreciation and amortization		5,932			5,426			4,563		4,713		5,267
Impairment of long-lived assets (3)		238			—			—		—		—

Total operating expenses		112,509			110,938			115,369		122,788		112,711
Operating income		5,296			3,729			10,805		10,442		3,597
Interest and other financial costs		11,285			9,512			9,272		10,200		11,319
Debt extinguishment charges (4)		2,643			—			—		—		—

(Loss) income before income taxes		(8,632	)		(5,783	)		1,533		242		(7,722	)
Income tax expense		—			18			20		23		24

Net (loss) income attributable to common shareholders	$	(8,632	)	$	(5,801	)	$	1,513	$	219	$	(7,746	)

Net (loss) income per common share	$	(0.48	)	$	(0.35	)	$	0.11	$	0.02	$	(0.68	)
Net (loss) income per common share – diluted	$	(0.48	)	$	(0.35	)	$	0.11	$	0.02	$	(0.68	)
Weighted average common shares outstanding		17,937			16,617			13,538		11,392		11,390
Weighted average common shares outstanding – diluted		17,937			16,617			13,544		11,438		11,390
Dividends per share		—			—			—		—		—

Balance Sheet Data:


	As of March 28, 2015		As of March 29, 2014		As of March 30, 2013		As of March 31, 2012		As of March 26, 2011
	(In thousands)
Working capital (5)	$	26,112	$	33,304	$	27,563	$	31,351	$	32,093
Total assets	$	180,204	$	190,494	$	179,952	$	185,167	$	184,323
Bank indebtedness	$	64,347	$	73,941	$	67,307	$	61,557	$	61,928
Long-term debt (including current portion)	$	56,784	$	54,750	$	41,895	$	50,965	$	50,315
Stockholders’ equity	$	2,823	$	13,622	$	16,351	$	11,628	$	11,340
Common Stock:
Value	$	69,601	$	69,475	$	64,489	$	60,896	$	60,895
Shares		17,961		17,850		14,834		11,392		11,391

(1)	The fiscal year ended March 31, 2012 consisted of 53 weeks.

(2)	Restructuring charges related to consolidating most of our corporate administrative workforce to Montreal as well as outsourcing a portion of our jewelry manufacturing and other corporate staff reductions. Refer to note 11 to our consolidated financial statements.

(3)

Impairment of long-lived assets for the fiscal year ended March 28, 2015, represents $0.2 million non-cash impairment charges associated with the impairment of long-lived assets associated with a Canadian Birks retail shop-n-shop location due to the projected operating performance of the location and a software impairment associated with the decision to abandon a software project.

(4)	Debt extinguishment charges arising from amendments to senior secured term loan and senior secured revolving credit facility. Refer to note 6 to our consolidated financial statements.

(5)	Working capital represents current assets less current liabilities.

Dividends and Dividend Policy

We have not paid dividends since 1998 and do not currently intend to pay dividends on our Class A voting shares or Class B multiple voting shares in the foreseeable future. Our ability to pay dividends on our Class A voting shares and Class B multiple voting shares are restricted by our credit agreements. See Item 5, “Operating and Financial Review and Prospects — Liquidity and Capital Resources.” If dividends were declared by our Board of Directors, shareholders would receive a dividend equal to the per share dividend we would pay to holders of our Class A voting shares or holders of Class B multiple voting shares. Dividends we would pay to U.S. holders would generally be subject to withholding tax. See Item 10, “Additional Information—Taxation.”

RISK FACTORS

Risks Related to the Company

We will require additional financing or capital, which may not be available on commercially reasonable terms, or at all. Capital raised through the sale or issuance of equity securities may result in dilution to our current shareholders. Failure to obtain such additional financing or capital could have an adverse impact on our liquidity and financial condition including our ability to continue as a going concern.

Under the terms of the amendments to our senior secured credit facilities which we agreed to in March 2015, we are required to finalize and complete a recapitalization transaction by January 31, 2016 which includes the closing of permanent financing, equity infusion and/or restructuring acceptable to our lenders (the “Recapitalization Transaction”) to provide greater financial resources for our operations and capital investment needs on both a short and long-term basis. If we do not complete a Recapitalization Transaction that is acceptable to our lenders, then an additional reserve of up to $2.5 million may be established by our lenders reducing availability under our senior

secured credit facilities. There have been no monetary thresholds established by the lenders for the Recapitalization Transaction and although we are actively engaged in developing the Recapitalization Transaction, we currently do not have any commitments for financing under the Recapitalization Transaction. Any Recapitalization Transaction will need to be reviewed and approved by our Board of Directors and our lenders. In addition, the successful completion of the Recapitalization Transaction is not within our control.

Furthermore, there is a possibility that our existing cash, cash generated from operations and funds available under our credit agreements may be insufficient to fund our future operations, including capital expenditures, or to repay debt when it becomes due.

We will need to raise additional funds through public or private equity or debt financing, including funding from governmental sources, which may not be possible as the success of raising additional funds is beyond our control. Our majority shareholder is not bound to provide this financing. The sale of additional equity securities could result in significant dilution to our current shareholders, and the securities issued in future financings may have rights, preferences and privileges that are senior to those of our common stock. The incurrence of additional indebtedness would result in increased debt service obligations and could result in operating and financing covenants that may restrict our operations. Financing may be unavailable in amounts or on terms acceptable to us, or at all, which could have a material adverse impact on our business, including our ability to continue as a going concern.

Our business could be adversely affected if we are unable to continue to lease retail stores in prime locations and successfully negotiate favorable lease terms.

As of May 31, 2015, we had 47 leased retail stores, which include the capital lease of our Canadian headquarters and Montreal flagship store. The leases are generally in prime retail locations and have lease terms of ten years, with rent being a fixed minimum base plus, for a majority of the stores, a percentage of the store’s sales volume (subject to some adjustments) over a specified threshold. A significant number of our Canadian leases (16 of 29 store leases) and U.S. leases (5 of 18 store leases) are up for renewal within the next two years and many uncontrollable factors can impact our ability to renew these leases, including but not limited to competition for key locations from other retailers. Many of the leases up for renewal will require us to incur capital expenditures to remodel or relocate the stores. Our capital expenditures related to retail store locations in both Canada and the U.S. are estimated to be approximately $20 million over the next two years. We are working towards obtaining additional external financing as well as considering potential asset restructurings as it is not expected that our operating cash flows and existing arranged financing will be sufficient to cover the capital expenditures needed in fiscal 2016 and fiscal 2017. The availability of financing will impact our ability to renew leases or enter into new ones, which can in turn, impact the number of retail locations we operate and the level of sales we generate in the future.

Historically, we have generally been successful in negotiating leases for lease renewals as our current leases near expiration. However, if we are unsuccessful at negotiating favorable renewal terms, locations or if more capital is required to meet landlord requirements for remodeling or relocating retail stores and we are unable to secure the necessary funds to complete these projects, our business, financial condition, and operating results could be adversely affected. In addition, we may not be able to locate suitable alternative sites in a timely manner. Our sales, earnings and cash flows will decline if we fail to maintain existing store locations, renew leases or relocate to alternative sites, in each case on attractive terms.

We have significant indebtedness, which could adversely affect our operations, liquidity and financial condition.

We currently have a significant amount of indebtedness and significant debt service obligations in proportion to our assets and stockholders’ equity. Our debt levels fluctuate from time to time based on seasonal working capital needs. The following table sets forth our total indebtedness (including bank indebtedness and current and long-term portion of debt), total stockholders’ equity, total capitalization and ratio of total indebtedness to total capitalization as of:


	March 28, 2015			March 29, 2014
Total indebtedness	$	121,131,000		$	128,691,000
Total stockholders’ equity		2,823,000			13,622,000

Total capitalization	$	123,954,000		$	142,313,000

Ratio of total indebtedness to total capitalization		97.7	%		90.4	%

This high degree of leverage could adversely affect our results of operations, liquidity and financial condition. For example, it could:

•

make it more difficult for us to satisfy our obligations with respect to our indebtedness;

•

increase our vulnerability to adverse economic and industry conditions;

•

increase our vulnerability to fluctuations in interest rates;

•

require us to dedicate a substantial portion of cash from operations to the payment of debt service, thereby reducing the availability of cash to fund working capital, capital expenditures and other general corporate purposes;

•

limit our ability to obtain additional financing for working capital, capital expenditures, general corporate purposes or acquisitions;

•

create additional risk to us and our shareholders’ investment value if we are unable to renew our credit facilities under similar terms and conditions;

•

place us at a disadvantage compared to our competitors that have a lower degree of leverage; and

•

negatively affect the price of our stock.

Significant restrictions on our borrowing capacity could result in our inability to fund our cash flow requirements or maintain minimum excess availability requirements under the terms of our secured asset-based credit facilities needed to support our day-to-day operations.

Our ability to fund our operations and meet our cash flow requirements in order to fund our operations is dependent upon our ability to maintain positive excess availability under our senior credit facilities. Our senior secured revolving credit facility administrative agent may impose, at any time, discretionary reserves, which would lower the level of borrowing availability under our senior secured revolving credit facility (customary for asset-based loans), at their reasonable discretion, to: i) ensure that we maintain adequate liquidity for the operation of our business, ii) cover any deterioration in the amount or 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 our senior secured revolving credit facility administrative agent may impose at its reasonable discretion.

In addition to the discretionary availability reserve that can be established by our senior secured revolving credit facility administrative agent, amendments to our senior secured revolving credit facility and senior secured term loan executed in March 2015 require us to finalize and close a Recapitalization Transaction by January 31, 2016. If we do not accomplish the Recapitalization Transaction by the time required, an additional reserve of up to $2.5 million may be established by our lenders reducing the availability under our senior secured revolving credit facility.

In addition to these possible restrictions to our availability to borrow under our senior secured revolving credit facility, we agreed as part of the November 2014 amendments to our senior secured credit facilities that we must meet certain minimum adjusted EBITDA levels (calculated on a twelve-month rolling basis as defined in the agreements) if our availability under our senior secured revolving credit facility is below $8.0 million for any five consecutive days. Failure to meet the minimum adjusted EBITDA covenant in the event that availability falls below $8.0 million as described above is considered an event of default, which could result in the outstanding balances borrowed under our senior secured term loan and senior secured revolving credit facility becoming due immediately. Furthermore, a $12.5 million, and a $5.0 million seasonal availability block are automatically imposed by the senior secured revolving credit facility administrative agent and the senior secured term loan administrative agent each year from December 20th to January 20th and from January 21st to February 10th, respectively, and both the senior secured revolving credit facility and the senior secured term loan are subject to cross default provisions with all other loans by which if we are in default with any other loans, the default will immediately apply to both the senior secured revolving credit facility and the senior secured term loan. Such default could result in the acceleration of the repayment of balances borrowed under these facilities. Any significant discretionary reserves or other restrictions imposed by our lenders as outlined above could have a significant impact on our ability to fund our operations and meet our cash flow requirements.

Our business depends, in part, on factors affecting consumer spending that are out of our control.

Our business depends on consumer demand for our products and, consequently, is sensitive to a number of factors that are beyond our control that influence consumer spending, including general economic conditions, consumer confidence in future economic conditions and political conditions, recession and fears of recession, consumer debt, disposable consumer income, conditions in the housing market, consumer perceptions of personal well-being and security, fuel prices, inclement weather, interest rates, foreign exchange rates, sales tax rate increases, inflation, and

war and fears of war. In particular, we have seen that the economic downturn and the uncertain economic environment in the past years has contributed to declining revenues and losses for our business. Jewelry purchases are discretionary for consumers and may be particularly and disproportionately affected by adverse trends in the general economy and the equity markets. Adverse changes in factors affecting discretionary consumer spending could reduce consumer demand for our products, resulting in a reduction in our sales and harming our business and operating results. A substantial portion of our customers use credit, either from our private label and proprietary credit cards or another consumer credit source, to purchase jewelry. When there is a downturn in the general economy, fewer people may use or be approved for credit, which could result in a reduction in net sales and/or an increase in bad debts, which in turn, could lead to an unfavorable impact on our overall profitability. Consequently, our belief that we currently have sufficient liquidity to fund our operations is based on certain assumptions about the future state of the economy, the future availability of borrowings to fund our operations and our future operating performance. To the extent that the economy and other conditions affecting our business are significantly worse than we anticipate, we may not achieve our projected level of financial performance and we may determine that we do not have sufficient capital to fund our operations.

Our business could be adversely affected if our relationships with any primary vendors are terminated or if the delivery of their products is delayed or interrupted.

We compete with other jewelry retailers for access to vendors that will provide us with the quality and quantity of merchandise necessary to operate our business, and our merchandising strategy depends upon our ability to maintain good relations with significant vendors. Certain brand name watch manufacturers, including Rolex, have distribution agreements with our company that, among other things, provide for specific sales locations, yearly renewal terms and early termination provisions at the manufacturer’s discretion. In fiscal 2015, merchandise supplied by Rolex and sold through our stores accounted for approximately 36% of our total net sales. Our relationships with primary suppliers, like Rolex, are generally not pursuant to long-term agreements.

We obtain materials and manufactured items from third-party suppliers. Any delay or interruption in our suppliers’ abilities to provide us with necessary materials and components may affect our manufacturing capabilities or may require us to seek alternative supply sources. Any delay or interruption in receiving supplies could impair our ability to supply products to our stores and, accordingly, could have a material adverse effect on our business, results of operations and financial condition. The abrupt loss of any of our third-party suppliers, especially Rolex, or a decline in the quality or quantity of materials supplied by any third-party suppliers could cause significant disruption in our business.

Our strategy to explore developing the Birks product brand through international expansion may add complexity to our operations and require additional capital and may strain our resources and adversely impact our financial results and liquidity.

One of our strategies is to continue to explore the development of the Birks product brand through expansion of all sales channels including international channels of distribution. The expansion into markets outside of Canada and the United States would add complexity to our operations and require additional capital and may strain our resources and adversely impact our financial results and our liquidity. International expansion would place increased demands on our operational, managerial and administrative resources at all levels of the Company. These increased demands may cause us to operate our business less efficiently, which in turn could cause deterioration in our performance or could adversely affect our inventory levels. Furthermore, our ability to conduct business in international markets may be adversely affected by legal, regulatory, political and economic risks. Any international expansion strategy could also be adversely impacted by the global economy or the economy of the region of the world in which we choose to expand. If we expand internationally, we may incur significant costs related to starting up and maintaining foreign operations. Costs may include, but are not limited to obtaining prime locations for stores, setting up foreign offices and distribution centers, as well as hiring experienced management. We may be unable to open and operate new stores successfully, or we may face operational issues that could delay our intended pace of international store openings. These additional costs will require us to raise additional cash through the issuance of additional equity or debt financing which, if we are not able to obtain at a sufficient level to fund the operation, could negatively impact the availability of funding to operate our business.

We may not successfully manage our inventory, which could have an adverse effect on our net sales, profitability, cash flow and liquidity.

As a retail business, our results of operations are dependent on our ability to manage our inventory. To properly manage our inventory, we must be able to accurately estimate customer demand and supply requirements and purchase new inventory accordingly. If we fail to sell the inventory we purchase or manufacture, we may be required to write-down our inventory or pay our vendors without new purchases, creating additional vendor financing, which would have an adverse impact on our earnings and cash flows. Additionally, a significant portion of the merchandise we sell is carried on a consignment basis prior to sale or is otherwise financed by vendors, which reduces our required capital investment in inventory. Any significant change in these consignment or vendor financing relationships could have a material adverse effect on our net sales, cash flows and liquidity.

Fluctuations in the availability and prices of our raw materials and finished goods may adversely affect our results of operations.

We offer a large selection of distinctive high quality merchandise, including diamond, gemstone and precious metal jewelry, rings, wedding bands, earrings, bracelets, necklaces, charms, timepieces and gifts. Accordingly, significant changes in the availability or prices of diamonds, gemstones, and precious metals we require for our products could adversely affect our earnings. Further, both the supply and price of diamonds are significantly influenced by a single entity, the Diamond Trading Company, an affiliate of the DeBeers Group. We do not maintain long-term inventories or otherwise hedge a material portion of the price of raw materials. A significant increase in the price of these materials could adversely affect our net sales and gross margins.

Our credit business may be adversely affected by changes in applicable laws and regulations.

The operation of our credit business subjects us to substantial regulation relating to disclosure and other requirements upon origination, servicing, debt collection and particularly upon the amount of finance charges we can impose. Any adverse change in the regulation of consumer credit could adversely affect our earnings. For example, new laws or regulations could limit the amount of interest or fees we, or our banks, can charge on consumer loan accounts, or restrict our ability to collect on account balances, which could have a material adverse effect on our earnings. Compliance with existing and future laws or regulations could require material expenditures or otherwise adversely affect our business or financial results. Failure to comply with these laws or regulations, even if inadvertent, could result in negative publicity, and fines, either of which could have a material adverse effect on our results of operations.

We are exposed to currency exchange risks that could have a material adverse effect on our results of operations and financial condition.

While we report financial results in U.S. dollars, a substantial portion of our sales are recorded in Canadian dollars. For our operations located in Canada, non-Canadian currency transactions and assets and liabilities subject us to foreign currency risk. Conversely, for the operations located in the U.S., non-U.S. currency transactions and assets and liabilities subject us to foreign currency risk. In addition, material fluctuations in foreign currency exchange rates, resulting in a weakening of the Canadian dollar relative to the U.S. dollar, could significantly reduce our borrowing availability under our secured revolving credit facility, which is denominated in U.S. dollars, and limit our ability to finance our operations. For purposes of financial reporting, our financial statements are reported in U.S. dollars by translating, where necessary, net sales and expenses from Canadian dollars at the average exchange rates prevailing during the period, while assets and liabilities are translated at year-end exchange rates, with the effect of such translation recorded in accumulated other comprehensive income. As a result, for purposes of financial reporting, foreign exchange gains or losses recorded in earnings relate to non-Canadian dollar transactions of the operations located in Canada and non-U.S. dollar transactions of the operations located in the U.S. We expect to continue to report our financial results in U.S. dollars. Consequently, our reported earnings could fluctuate materially as a result of foreign exchange translation gains or losses.

We operate in a highly competitive and fragmented industry.

The retail jewelry business is highly competitive and fragmented, and we compete with nationally recognized jewelry chains as well as a large number of independent regional and local jewelry retailers and other types of retailers who sell jewelry and gift items, such as department stores and mass merchandisers. We also compete with internet sellers of jewelry. Because of the breadth and depth of this competition, we are constantly under competitive pressure that both constrains pricing and requires extensive merchandising and marketing efforts in order for us to remain competitive.

We are controlled by a single shareholder whose interests may be different from yours.

As of May 31, 2015, Grande Rousse Trust beneficially owns or controls 76.0% of all classes of our outstanding voting shares, which are directly owned by Montrovest B.V. (“Montrovest”). The trustee of Grande Rousse Trust is Rohan Private Trust Company Limited (the “Trustee”). Dr. Lorenzo Rossi di Montelera, who is our Chairman of the Board, is a beneficiary of Grande Rousse Trust. Under our restated articles, Montrovest, as holder of the Class B multiple voting shares, has the ability to control most actions requiring shareholder approval, including electing the members of our Board of Directors and the issuance of new equity.

The Trustee and Montrovest may have different interests than you have and may make decisions that do not correspond to your interests. In addition, the fact that we are controlled by one shareholder may have the effect of delaying or preventing a change in our management or voting control.

Hurricanes and other severe weather conditions could cause a disruption in our operations, which could have an adverse impact on our results of operations.

Our U.S. operations are located in Georgia and Florida, regions that are susceptible to hurricanes. In the past, hurricanes have forced the closure of some of our stores, resulting in a reduction in net sales during such periods. Future hurricanes could significantly disrupt our U.S. operations and could have a material adverse effect on our overall results of operations. In addition, severe weather such as ice storms, snow storms and blizzards in Canada can cause conditions whereby peak holiday shopping could be materially affected.

Terrorist acts or other catastrophic events could have a material adverse effect on our business and results of operations.

Terrorist acts, acts of war or hostility, natural disasters or other catastrophic events could have an immediate disproportionate impact on discretionary spending on luxury goods upon which our operations are dependent. For example, in the aftermath of the terrorist attacks carried out on September 11, 2001, tourism and business travel was significantly reduced in all of our markets, which had an adverse impact on our net sales. Similarly, the SARS epidemic in Toronto, Ontario in the spring of 2003 had an adverse impact on net sales in our stores in that region. Similar future events could have a material adverse impact on our business and results of operations.

We may not be able to adequately protect our intellectual property and may be required to engage in costly litigation as a protective measure.

To establish and protect our intellectual property rights, we rely upon a combination of trademark and trade secret laws, together with licenses, exclusivity agreements and other contractual covenants. In particular, the “Birks” and “Mayors” trademarks are of significant value to our retail operations. The measures we take to protect our intellectual property rights may prove inadequate to prevent misappropriation of our intellectual property. Monitoring the unauthorized use of our intellectual property is difficult. Litigation may be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Litigation of this type could result in substantial costs and diversion of resources, may result in counterclaims or other claims against us and could significantly harm our results of operations.

A significant privacy breach of our information systems could disrupt or negatively affect our business.

The protection of customer, employee and company data is important to us, and our customers expect that their personal information will be adequately protected. Although we have developed and implemented systems and processes that are designed to protect our information and prevent data loss and other security breaches, such measures cannot provide absolute security. We rely upon information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including e-commerce sales, supply chain, merchandise distribution, customer invoicing and collection of payments. We use information technology systems to record, process and summarize financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting, legal and tax requirements. The secure operation of these information technology networks, and the processing and maintenance of this information is critical to our business operations and strategy.

A significant breach of customer, employee or company data could damage our reputation, our relationship with customers and the Birks or Mayors brand and could result in lost sales, sizable fines, significant breach-notification costs and lawsuits as well as adversely affect results of operations. In addition, it could harm our ability to execute our business and adversely impact sales, costs and earnings. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate cost-effective preventative measures. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches.

Failure to successfully implement or make changes to information systems could disrupt or negatively impact our business.

In the ordinary course of business, we regularly evaluate and make changes and upgrades to our information systems. While we follow a disciplined methodology when evaluating and making such changes, there can be no assurances that we will successfully implement such changes, that such changes will occur without disruptions to our operations or that the new or upgraded systems will achieve the desired business objectives. Any such disruptions, or the failure to successfully implement new or upgraded systems such as those referenced above, could have a material adverse effect on our results of operations and could also affect our reputation, our relationship with customers and our brand.

Execution of our operational restructuring plan could result in a material adverse impact to our operations.

We are implementing an operational restructuring plan developed to reduce corporate overhead costs, improve profitability and drive efficiency within the organization. While much of the plan has been implemented and continues to be executed, there can be no assurances that current or future changes in personnel or operations will not have a material adverse impact on our operations or relationships with our customers or our vendors.

Risks Related to Class A Voting Shares

Our share price could be adversely affected if a large number of Class A voting shares are offered for sale or sold.

Future issuances or sales of a substantial number of our Class A voting shares by us, Montrovest, or another significant shareholder in the public market could adversely affect the price of our Class A voting shares, which may impair our ability to raise capital through future issuances of equity securities. As of May 31, 2015, we had 10,242,911 Class A voting shares issued and outstanding. Sales of restricted securities in the public market, or the availability of these Class A voting shares for sale, could adversely affect the market price of Class A voting shares.

As a retail jeweler with a limited public float, the price of our Class A voting shares may fluctuate substantially, which could negatively affect the value of our Class A voting shares and could result in securities class action claims against us.

The price of our Class A voting shares may fluctuate substantially due to, among other things, the following factors: (1) fluctuations in the price of the shares of a small number of public companies in the retail jewelry business; (2) additions or departures of key personnel; (3) announcements of legal proceedings or regulatory matters; and (4) general volatility in the stock market. The market price of our Class A voting shares could also fluctuate substantially if we fail to meet or exceed expectations for our financial results or if there is a change in financial estimates or securities analysts’ recommendations.

Significant price and value fluctuations have occurred in the past with respect to the securities of retail jewelry and related companies. In addition, because the public float of our Class A voting shares is relatively small, the market price of our Class A voting shares is likely to be volatile. There is limited trading volume in our Class A voting shares, rendering them subject to significant price volatility. In addition, the stock market has experienced volatility that has affected the market prices of equity securities of many companies, and that has often been unrelated to the operating performance of such companies. A number of other factors, many of which are beyond our control, could also cause the market price of our Class A voting shares to fluctuate substantially. In the past, following periods of downward volatility in the market price of a company’s securities, class action litigation has often been pursued. If our Class A voting shares were similarly volatile and litigation was pursued against us, it could result in substantial costs and a diversion of our management’s attention and resources.

We are governed by the laws of Canada, and, as a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the U.S.

We are governed by the laws of Canada. A substantial portion of our assets are located outside the U.S. and some of our directors and officers are residents outside of the U.S. As a result, it may be difficult for investors to effect service within the U.S. upon us or our directors and officers, or to realize in the U.S. upon judgments of courts of the U.S. predicated upon civil liability of Birks Group and such directors or officers under U.S. federal securities laws. There is doubt as to the enforceability in Canada by a court in original actions, or in actions to enforce judgments of U.S. courts, of the civil liabilities predicated upon U.S. federal securities laws.

We expect to maintain our status as a “foreign private issuer” under the rules and regulations of the SEC and, thus, are exempt from a number of rules under the Exchange Act of 1934 and are permitted to file less information with the SEC than a company incorporated in the U.S.

As a “foreign private issuer,” we are exempt from rules under the Exchange Act of 1934, as amended (“the Exchange Act”) that impose certain disclosure and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our Class A voting shares. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act, nor are we required to comply with Regulation FD, which restricts the selective disclosure of material information. Accordingly, there may be less publicly available information concerning us than there is for U.S. public companies.

If we were treated as a passive foreign investment company (“PFIC”) some holders of our Class A voting shares would be subject to additional taxation, which could cause the price of our Class A voting shares to decline.

We believe that our Class A voting shares should not be treated as stock of a PFIC for U.S. federal income tax purposes, and we expect to continue operations in such a manner that we will not be a PFIC. If, however, we are or become a PFIC, some holders of our Class A voting shares could be subject to additional U.S. federal income taxes on gains recognized with respect to our Class A voting shares and on certain distributions, plus an interest charge on certain taxes treated as having been deferred under the PFIC rules.

Our assessment of our internal control over financial reporting may identify “material weaknesses” in the future and may result in an attestation with an adverse or qualified opinion from our independent auditors, which could reduce confidence in our financial statements and negatively affect the price of our securities.

We are subject to reporting obligations under U.S. securities laws. Beginning with our Annual Report on Form 20-F for fiscal 2008, Section 404 of the Sarbanes-Oxley Act requires us to prepare a management report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over our financial reporting is not effective. If at any time in the future, we are unable to assert that our internal control over financial reporting is effective, market perception of our financial condition and the trading price of our stock may be adversely affected and customer perception of our business may suffer, all of which could have a material adverse effect on our operations. Further, our auditors do not audit our internal controls over financial reporting due to our market capitalization, and therefore, there has been no independent attestation of our internal controls over financial reporting. Had such attestation been performed, it may have revealed material weaknesses in our internal controls.

If the costs and burden of being a public company outweigh its benefits, we may in the future decide to discontinue our status as a publicly traded company.

As a public company, we currently incur significant legal, accounting and other expenses. In addition, the Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and the NYSE MKT LLC (“NYSE MKT”), have imposed various requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls as well as mandating certain corporate governance practices. Our management and other personnel devote a substantial amount of time and financial resources to these compliance initiatives. As such, if it is determined in the future that the costs and efforts of being a public company outweigh the benefits of being a public company, we may decide to discontinue our status as a publicly traded or registered company.

Item 4.

Information on the Company

THE COMPANY

Corporate History and Overview

Birks Group is a leading North American prestige jewelry brand which designs, develops, makes and retails fine jewelry, timepieces, and gifts. As of May 31, 2015, Birks Group operated 47 prestige jewelry stores, 27 stores under the Birks brand, located in all major cities across Canada, 2 retail locations in Calgary and Vancouver under the Brinkhaus brand, 17 stores under the Mayors brand, located in Florida and Georgia, and 1 store under the Rolex brand name. As a prestige jeweler, most of our jewelry products are made of 18 karat gold, platinum or sterling silver, with or without precious gemstones, with significant emphasis on quality craftsmanship and distinctive design. For fiscal 2015, we had net sales of $301.6 million.

Birks’ predecessor company was founded in Montreal in 1879 and developed over the years into Canada’s premier designer, manufacturer and retailer of fine jewelry, timepieces, sterling and plated silverware and gifts. In addition to being a nationwide retailer with a strong brand identity, we are also highly regarded in Canada as a designer and maker of jewelry and a provider of recognition programs, service awards and business gifts. We believe that operating our stores under the Birks brand distinguishes us from many competitors because of our longstanding reputation and heritage of being trustworthy, offering only the highest standard of quality and craftsmanship and products, our ability to offer distinctively designed, exclusive products, and a large selection of distinctive high quality merchandise at many different price points, and by placing a strong emphasis on providing a superior shopping experience to our clients.

From 1950 through 1990, Birks aggressively expanded its retail business and by the early 1990s it had approximately 220 stores in Canada and the U.S. After a period of rapid expansion in the 1980s, followed in the early 1990s by a period of declining margins and significant erosion in consumer spending coupled with significantly higher indebtedness resulting from a family buy-out, Birks experienced significant financial losses. These financial difficulties ultimately led to the purchase of Birks by Borgosesia Acquisitions Corporation in 1993, a predecessor company of Regaluxe Investment S.á.r.l., which is referred to in this Annual Report as “Regaluxe”. Effective March 28, 2006, Regaluxe was acquired through a merger with Iniziativa S.A. (“Iniziativa”). As of May 31, 2007 and June 4, 2007, respectively, following a reorganization, Iniziativa and Montrolux S.A. transferred all of the shares they respectively held in the Company to their parent company, Montrovest. Following the 1993 acquisition of Birks, Birks’ operations were evaluated and a program of returning Birks to its historic core strength as the leading Canadian prestige jeweler was initiated.

In August 2002, Birks invested $15.05 million to acquire approximately 72% of the voting control in Mayors, which was experiencing an unsuccessful expansion beyond its core markets and was incurring significant losses.

Between August 2002 and November 2005, it became apparent to both Mayors and Birks management that it was in the best interests of the shareholders to combine its operations. Management believed that such combination would create a stronger capital base, improve operating efficiencies, reduce the impact of regional issues, simplify the corporate ownership of Mayors, eliminate management and board of directors’ inefficiencies with managing intercompany issues, and possibly increase shareholder liquidity. Upon the consummation of the merger on November 14, 2005, each outstanding share of Mayors common stock not then owned by Birks was converted into 0.08695 Class A voting shares of Birks. As a result of the merger, Mayors common stock ceased trading on the American Stock Exchange (“AMEX”) and Birks Group began trading on the AMEX, which is now known as the NYSE MKT, under the trading symbol “BGI.” Following the merger, Birks Group worked very diligently to fully integrate the Birks business with Mayors. As a result of the merger, we believe Birks Group has improved operational efficiencies and diversity and depth of its products and distribution capabilities.

In the last three fiscal years, we invested a total of approximately $23.4 million in capital expenditures primarily associated with remodeling existing stores and the opening of new stores. We expect to invest an additional $8.7 million of capital expenditures in fiscal 2016 primarily related to store remodels and store relocations associated with lease renewals. Approximately 33% of the capital expenditure investments will be in the U.S. and 67% will be in Canada. We expect to finance these capital expenditures in the U.S. and Canada from the issuance of new equity or other additional sources of financing, existing financing arrangements and operating cash flows.

During fiscal 2015, we closed three Mayors stores located in Brandon, Florida, Palm Beach Gardens, Florida and Sarasota Florida and opened one store in Sarasota, Florida and we closed two Birks stores located in Halifax, Nova Scotia, and Calgary, Alberta. In addition, during fiscal 2015, we reopened two Birks stores closed in March 2014, located in Ottawa, Ontario and Mississauga, Ontario, both of which were relocated to smaller locations. During fiscal 2015, we also closed our Birks store in the Chinook Shopping Center in Calgary, Alberta and we entered into a new lease for a larger location in the same center. During fiscal 2014, we closed one Mayors store located in Miami, Florida and three Birks stores located in Saint Bruno, Quebec, Mount Royal, Quebec and Oakville, Ontario and opened two stores in Brossard, Quebec and Burlington, Ontario. During fiscal 2013, we closed four Mayors stores located in Plantation, Florida, Wellington, Florida, Estero, Florida and Buford, Georgia and two Birks stores located in Richmond, British Columbia and Hamilton, Ontario. In addition, during May 2012, we closed our Birks store at the Toronto Eaton Centre and we entered into a new lease for a smaller location in the same center.

Our sales are divided into two principal product categories: jewelry and timepieces. Jewelry also includes sales of other product offerings we sell such as giftware, as well as repair and custom design services.

The following table compares our sales of each product category for the last three fiscal years (dollars in thousands):


	Fiscal Year-Ended
	March 28, 2015				March 29, 2014				March 30, 2013
Jewelry and other	$	141,781	47.0	%	$	148,511	52.8	%	$	164,492	56.2	%
Timepieces		159,856	53.0	%		132,654	47.2	%		128,267	43.8	%

Total	$	301,637	100.0	%	$	281,165	100.0	%	$	292,759	100.0	%

The following table sets forth our operations in geographic markets in which we operate (dollars in thousands):


	Fiscal Year Ended
	March 28, 2015		March 29, 2014		March 30, 2013
Net sales
Canada	$	143,384	$	146,277	$	158,834
U.S.		158,253		134,888		133,925

Total revenues	$	301,637	$	281,165	$	292,759

Long-lived assets
Canada	$	17,898	$	19,484	$	18,966
U.S.		13,366		13,281		9,963

Total long-lived assets	$	31,264	$	32,765	$	28,929

Birks Group is a Canadian corporation. Our corporate headquarters are located at 1240 Phillips Square, Montreal, Québec, Canada H3B 3H4. Our telephone number is (514) 397-2501. Our website is www.birksgroup.com .

Products

We offer distinctively designed, exclusive products and a large selection of distinctive high quality merchandise at many different price points. This merchandise includes designer jewelry, diamond, gemstone, and precious metal jewelry, timepieces and giftware. Part of our strategy is to increase our exclusive offering of internally designed and/or produced goods sold to our customers, consisting primarily of bridal, diamond and other fine jewelry, as well as gold and sterling silver jewelry and timepieces, all of which leverage the Birks and Mayors brands’ loyalty in their respective markets and in order to differentiate our products with unique and exclusive designs.

Our Canadian stores, operating under the Birks and Brinkhaus brands, carry a large selection of prestigious brand name timepieces, including our own proprietary watch line as well as timepieces made by Baume & Mercier, Breitling, Bvlgari, Cartier, Corum, Dior, Frederique Constant, Gucci, Montblanc, Panerai, Rolex, Tag Heuer, Tudor and Zenith. We also carry an exclusive collection of high quality jewelry and timepieces that we manufacture. We emphasize our own jewelry offerings but also include designer jewelry made by Aaron Basha, Andrea Candela, Damiani, DiModolo, Gucci, Kwiat, Marco Bicego, Messika, Roberto Coin, and Van Cleef & Arpels, most of which are exclusive to our stores in Canada. Our two Brinkhaus retail locations also offer Cartier, IWC, Panerai, Patek Philippe and Rolex timepieces. We also offer a variety of high quality giftware, including writing instruments made by Montblanc.

Our U.S. stores, operating under the Mayors brand, carry a large selection of prestigious brand name timepieces, including Baume & Mercier, Breitling, Bvlgari, Cartier, Chanel, Corum, Dior, Frederique Constant, Jaeger Le Coultre, IWC, Montblanc, Patek Philippe, Panerai, Rolex, Tag Heuer, Tudor and Zenith. Designer jewelry offerings in our stores operating under the Mayors brand include jewelry made by Aaron Basha, Damiani, DiModolo, Kwiat, Messika, Mikimoto, Pasquale Bruni, Roberto Coin, and a variety of high quality giftware, including writing instruments made by Montblanc. In addition, stores operating under the Mayors brand carry Birks brand jewelry products on an exclusive basis in their markets. Our Rolex store offers exclusively Rolex brand timepieces.

We have one primary channel of distribution: the retail division, which accounts for approximately 97% of net sales, as well as three other channels of distribution, including our corporate sales, gold exchange and internet, which combined account for approximately 3% of net sales.

Product Design, Development, Sourcing and Manufacturing

We established a product development process that supports our strategy to further develop and enhance our product offering in support of the Birks brand development. The centerpiece of this process is our Product Review Committee, which ultimately approves all new product designs and introductions. During fiscal 2015, fiscal 2014, and fiscal 2013, approximately 14%, 17%, and 19%, respectively, of our jewelry products acquired for sale were internally designed, sourced or manufactured. Products that are not designed and internally manufactured are sourced from suppliers worldwide, enabling us to sell an assortment of fine quality merchandise often not available from other jewelers in our markets. Our staff of buyers procures distinctive high quality merchandise directly from manufacturers, diamond cutters, and other suppliers worldwide. Our gemstone acquisition team, product sourcing team and category managers specialize in sourcing merchandise in categories such as diamonds, precious gemstones, pearls, timepieces, gold jewelry, and giftware. Retail and merchandising personnel frequently visit our stores and those of competitors to compare value, selection, and service, as well as to observe client reaction to merchandise selection and determine future needs and trends.

We have manufacturing facilities in Montreal and Florida that enable us to offer unique, exclusive and high-quality products through an efficient supply chain. The manufacturing facilities in Montreal and Florida occupy space within our corporate buildings, which we lease subject to lease agreements (see “Properties” below for more information). The products produced at these two facilities are primarily diamond jewelry with a focus on bridal jewelry. The current production capabilities at these two facilities are not limited to our current production levels and we believe we have the capacity to meet future anticipated growth. Our manufacturing capabilities provide quality control; image enhancement by enabling us to promote our craftsmanship and exclusive design and manufacturing capabilities; and capability to provide customized and/or special design jewelry for customers.

The Montreal facility has historically had the largest volume of our manufacturing facilities and was involved in all aspects of manufacturing fine jewelry with the exception of the cutting of rough diamonds and other precious stones. The Montreal facility’s focus for fiscal 2016 and forward will primarily be on handmade one of a kind jewelry pieces and repairs consistent with the focus of our Florida facility as we move to outsource a majority of our jewelry manufacturing to third party providers.

Availability of Products

Although purchases of several critical raw materials, notably platinum, gold, silver, diamonds, pearls and gemstones, are made from a relatively limited number of sources, we believe that there are numerous alternative sources for all raw materials used in the manufacture of our finished jewelry, and that the failure of any principal supplier would not have a material adverse effect on our operations. Any material changes in foreign or domestic laws and policies affecting international trade may have a material adverse effect on the availability of the

diamonds, other gemstones, precious metals and non-jewelry products we purchase. Significant changes in the availability or prices of diamonds, gemstones and precious metals we require for our products could adversely affect our earnings. Furthermore, both the supply and price of diamonds are significantly influenced by a single entity, the Diamond Trading Company, an affiliate of the DeBeers Group. We do not maintain long-term inventories or otherwise hedge a material portion of the price of raw materials. A significant increase in the price of these materials could adversely affect our net sales, gross margin and earnings. However, in the event of price increases, we will generally attempt to pass along any price increases to our customers.

In fiscal 2015, we purchased jewelry, timepieces and giftware for sale in our stores from over 200 suppliers. Many of these suppliers have long-standing relationships with us. We compete with other jewelry retailers for access to vendors that will provide us with the quality and quantity of merchandise necessary to operate our business. Our relationships with primary suppliers, like Rolex, are generally not pursuant to long-term agreements. Although we believe that alternative sources of supply are available, the abrupt loss of any of our key vendors, especially Rolex, or a decline in the quality or quantity of merchandise supplied by our vendors could cause significant disruption in our business. In fiscal 2015, merchandise supplied by Rolex and sold through our stores operating under the Mayors, Rolex, Birks and Brinkhaus brands accounted for approximately 36% of our total net sales. If Rolex terminated its distribution agreements with us, such termination would have a material adverse effect on our business, financial condition and operating results. We believe that current relationships with our key vendors are good.

Seasonality

Our sales are highly seasonal, with the third fiscal quarter (which includes the holiday shopping season) historically contributing significantly higher net sales than any other quarter during the year. Net sales in the first, second, third and fourth quarters in fiscal 2015 were 25%, 22%, 32% and 21% and in fiscal 2014 were 25%, 20%, 34% and 21%.

Retail Operations, Merchandising and Marketing

General

We believe we are differentiated from most of our competitors because we offer distinctively designed, exclusive products and a selection of distinctive high quality merchandise at a wide range of price points. We keep the majority of our inventory on display in our stores rather than at our distribution facility. Although each store stocks a representative selection of jewelry, timepieces, giftware and other accessories, certain inventory is tailored to meet local tastes and historical merchandise sales patterns of specific stores.

We believe that our stores’ elegant surroundings and distinctive merchandise displays play an important role in providing an atmosphere that encourages sales. We pay careful attention to detail in the design and layout of each store, particularly lighting, colors, choice of materials and placement of display cases. We also use window displays as a means of attracting walk-in traffic and reinforcing our distinctive image. Our Visual Display department designs and creates window and store merchandise case displays for all of our stores. Window displays are frequently changed to provide variety and to reflect seasonal events such as Christmas, Valentine’s Day, Mother’s Day and Father’s Day.

Personnel and Training

We place substantial emphasis on the professionalism of our sales force to maintain our position as a leading prestige jeweler. We strive to hire only highly motivated, professional and customer-oriented individuals. All new sales professionals attend an intensive training program where they are trained in technical areas of the jewelry business, specific sales and service techniques and our commitment to client service. Management believes that attentive personal service and knowledgeable sales professionals are key components to our success.

As part of our commitment to continuous, on-the-job training, we have established “Birks University” and “Mayors University,” a formalized system of in-house training with a primary focus on client service, selling skills and product knowledge that involves extensive classroom training, the use of detailed operational manuals, in-store mentorship programs and a leading edge product knowledge program which includes on-line testing. In addition, we conduct in-house training seminars on a periodic basis and administer training modules with audits to (i) enhance the quality and professionalism of all sales professionals, (ii) measure the level of knowledge of each sales professional, and (iii) identify needs for additional training. We also provide all management team members with more extensive training that emphasizes leadership skills, general management skills, “on-the-job” coaching and training instruction techniques.

Advertising and Promotion

One of our key marketing goals is to build on our reputation in our core markets as a leading prestige jewelry brand offering high quality merchandise in an elegant, sophisticated environment. For example, we frequently run advertisements that associate the “Birks” and “Mayors” brands with internationally recognized brand names such as Cartier, Patek Philippe, Rolex, and Van Cleef and Arpels, among others. Advertising and promotions for all stores are developed by our personnel in conjunction with outside creative professionals.

Our advertising reinforces our role as a world class prestige brand that aims to deliver a total shopping experience that is as memorable as our merchandise. Our marketing efforts consist of advertising campaigns on television, billboards, print, catalog mailings, special events, media and public relations, distinctive store design, elegant displays, partnerships with key suppliers and associations with prestige institutions. The key goals of our marketing initiatives are to enhance customer awareness and appreciation of our two retail brands, Birks and Mayors, as well as the Birks product brand, and to increase customer traffic, client acquisition and retention and net sales.

Credit Operations

We have two private label credit cards, one for each of our Birks and Mayors retail brands which are administered by third-party banks that own the credit card receivable balances. In addition, stores operating under the Mayors brand also have a Mayors proprietary credit card which we administer.

Our credit programs are intended to complement our overall merchandising and sales strategy by encouraging larger and more frequent sales to a loyal customer base. Sales under the Birks and Mayors private label credit cards accounted for approximately 19% of our net sales during fiscal 2015. Sales under the Birks and Mayors private label credit cards are generally made without credit recourse to us. However, we are permitted to ask the bank to approve credit purchases under these private label credit cards, for which the bank holds credit recourses if the customer does not pay. These recourse credit lines are limited to 25% and 20% of the nonrecourse credit lines issued by the banks for the private label Birks credit card and Mayors credit card, respectively. Receivables generated on sales under the Mayors proprietary credit card are recorded on our balance sheet since we maintain the full credit risk.

Distribution

Our retail locations receive the majority of their merchandise directly from our distribution warehouses located in Tamarac, Florida and Montreal, Québec. Merchandise is shipped from the distribution warehouse utilizing various air and ground carriers. We also transfer merchandise between retail locations to balance inventory levels and to fulfill client requests, and a very small portion of merchandise is delivered directly to the retail locations from suppliers.

Competition

Our research indicates that the North American retail jewelry industry is approximately a $77 billion industry and is highly competitive and fragmented, with a few very large national and international competitors and many medium and small regional and local competitors. The market is also fragmented by price and quality. Although Birks and Mayors are prestige jewelry brands, we compete with companies within and outside of this segment. Our competitors include national and international jewelry chains as well as independent regional and local jewelry retailers. We also compete with other types of retailers such as department stores and specialty stores and, to a lesser extent, catalog showrooms, discounters, direct mail suppliers, televised home shopping networks, and Internet sites. Many of these competitors have greater financial resources than we do. We believe that competition in our markets is based primarily on the total brand experience including trust, quality craftsmanship, product design and exclusivity, product selection, service excellence, including after sales service, and, to a certain extent, price. With the current consolidation of the retail industry, we believe that competition with other general and specialty retailers and discounters will continue to increase. Our success will depend on various factors, including general economic and business conditions affecting consumer spending, the performance of national and international retail operations, the acceptance by consumers of our merchandising and marketing programs, store locations and our ability to properly staff and manage our stores.

Regulation

Our operations are affected by numerous federal, provincial and state laws that impose disclosure and other requirements upon the origination, servicing and enforcement of credit accounts and limitations on the maximum amount of finance charges that may be charged by a credit provider. In addition to our proprietary and private label credit cards, credit to our clients is primarily available through third-party credit cards such as American Express ^® , Visa ^® , MasterCard ^® and Discover ^® , without recourse to us in the case of a client’s failure to pay. Any change in the regulation of credit that would materially limit the availability of credit to our traditional customer base could adversely affect our results of operations and financial condition.

We generally utilize the services of independent customs agents to comply with U.S. and Canadian customs laws in connection with our purchases of gold, diamond and other jewelry merchandise from foreign sources.

Diamonds extracted from certain regions in Africa, including Zimbabwe, and believed to be used to fund terrorist activities, are considered conflict diamonds. We support the Kimberley Process, an international initiative intended to ensure diamonds are not illegally traded to fund conflict. As part of this initiative, we require our diamond suppliers to acknowledge compliance with the Kimberley Process and invoices received for diamonds purchased by us must include a certification from the vendor that the diamonds and diamond-containing jewelry are conflict free. Through this process and other efforts, we believe that the suppliers from whom we purchase diamonds exclude conflict diamonds from their inventories.

In August 2012, the SEC issued rules that require companies that manufacture products using certain “conflict minerals”, including gold, to determine whether those minerals originated in the Democratic Republic of Congo or adjoining countries (“DRC”). If the minerals originate in the DRC, or if companies are not able to establish where they originated, extensive disclosure regarding the sources of those minerals, and in some instances an independent audit of the supply chain, is required. We filed our second disclosure report on May 31, 2015 for the calendar year ended December 31, 2014. We determined that we had no reason to believe that any conflict minerals necessary to the functionality or production of our products may have originated in DRC.

Trademarks and Copyrights

The designations Birks and Mayors, and the Birks and Mayors logos, are our principal trademarks and are essential to our ability to maintain our competitive position in the prestige jewelry segment. We maintain a program to protect our trademarks and will institute legal action where necessary to prevent others from either registering or using marks that are considered to create a likelihood of confusion with our trademarks. We are also the owner of the original jewelry designs created by our in-house designers and have entered into agreements with several outside designers pursuant to which these designers have assigned to us the rights to use copyrights of designs and products created for us.

Organizational Structure

The following chart sets forth our ownership interest in each of our significant subsidiaries as of March 28, 2015:


Name	Jurisdiction of Incorporation		Ownership and Voting Interest
Mayor’s Jewelers, Inc.		Delaware		100	%
Mayor’s Jewelers of Florida, Inc.		Florida		100	%

Properties

In December 2000, we entered into a capital lease agreement for our Montreal head office and store pursuant to which we lease the building, including the Montreal flagship store, for a term of 20 years ending December 11, 2020.

The net annual rental rate was Cdn$2,013,138 (approximately $1.6 million U.S. dollars) for the period that ended on December 11, 2014, and increases on a compounded basis by 10% on each third annual anniversary date thereafter (except for the last two years when no increase will take place). The current net annual rental rate is Cdn$2,013,138 (approximately $1.6 million U.S. dollars). The lease is an absolute triple net lease to the landlord, and we are responsible for any and all additional expenses, including, without limitation, taxes and structural expenses. Subject to specific terms and conditions, we have four options to renew and extend the term of the lease for four further terms of five years each, except for the last option which is five years less eleven days, terminating on November 30, 2040. Subject to specific terms and conditions, we also have one remaining option to purchase the premises, which may be exercised no later than six months prior to the end of the twentieth year of the term of the lease, respectively.

Our U.S. retail operations are managed through a local office located in Tamarac, Florida. On September 13, 2004, we entered into a lease agreement for this location for a term of 15 years terminating on November 30, 2020. The current net annual rental rate is $725,136 for the period ending November 30, 2015. We have two options to renew for five years each. On March 9, 2015, we entered into an agreement to sublease 23,175 square feet or approximately 48% of the Tamarac office space to a third party. The current annual sublease rental rate is $417,150 for the period ending April 8, 2016. The sublease term ends on November 30, 2020.

We lease all of our other store locations. We believe that all of our facilities are well maintained and in good condition and are adequate for our current needs. We are actively reviewing all leases that expire in the next 12 months to determine whether to renew the leases.

Following is a listing of all our properties as of March 28, 2015:


	Size (Square Feet)		Expiration of Lease	Location
Operating Stores
Canada:
Bayshore Centre		2,544	September 2016		Ottawa, ON
Bloor		15,620	September 2019		Toronto, ON
Brinkhaus		1,946	March 2017		Calgary, AB
Brinkhaus		750	May 2017		Vancouver, BC
Carrefour Laval (1)		3,391	August 2017		Laval, QC
Chinook Shopping Centre		3,661	September 2024		Calgary, AB
Cornwall Centre		2,349	April 2016		Regina, SK
Dix-30 Mall		1,691	March 2023		Brossard, QC
Fairview Pointe-Claire		4,210	March 2016		Pointe-Claire, QC
First Canadian Place		2,243	May 2016		Toronto, ON
Edmonton Manulife Centre		4,196	May 2016		Edmonton, AB
Mapleview Centre		1,384	June 2023		Burlington, ON
Montreal Flagship Store		19,785	December 2020		Montreal, QC
Oakridge Shopping Centre		2,244	December 2015		Vancouver, BC
Park Royal		3,537	April 2024		West Vancouver, BC
Place Ste-Foy		2,366	June 2017		Ste-Foy, QC
Rideau Centre		2,745	May 2024		Ottawa, ON
Saskatoon		3,486	October 2015		Saskatoon, SK
Sherway Gardens (2)		4,611	February 2017		Etobicoke, ON
Southgate Shopping Centre		2,915	March 2016		Edmonton, AB
Square One		1,825	May 2024		Mississauga, ON
St-John		2,038	August 2015		St-John, NB
Toronto Dominion Square		5,568	January 2022		Calgary, AB
Toronto Eaton Centre		1,042	January 2018		Toronto, ON
Vancouver		20,221	January 2016		Vancouver, BC
Victoria		1,561	December 2016		Victoria, BC
Willowdale Fairview Mall		2,353	February 2016		North York, ON
Winnipeg		3,187	February 2023		Winnipeg, MB
Yorkdale (3)		2,530	April 2015		Toronto, ON


	Size (Square Feet)		Expiration of Lease	Location
United States:
Aventura Mall		3,447	January 2017		N. Miami Beach, FL
Town Center at Boca Raton		5,878	January 2017		Boca Raton, FL
Dadeland Mall		5,700	January 2017		Miami, FL
Florida Mall		5,070	March 2020		Orlando, FL
The Galleria at Ft. Lauderdale (4)		5,954	July 2016		Ft. Lauderdale, FL
The Gardens Mall		5,099	January 2020		Palm Beach Gardens, FL
International Plaza		5,583	January 2022		Tampa, FL
Lenox Square Mall		2,991	September 2018		Atlanta, GA
Lincoln Road		4,250	May 2019		Miami Beach, FL
Mall at Millenia		2,088	February 2023		Orlando, FL
Miami International Mall		3,246	January 2016		Miami, FL
North Point Mall		1,145	March 2022		Alpharetta, GA
Rolex Store in Mall at Millenia		1,171	January 2020		Orlando, FL
Phipps Plaza		2,182	January 2018		Atlanta, GA
Village of Merrick Park		4,894	January 2023		Coral Gables, FL
Weston Commons		4,000	July 2017		Weston, FL
St-John’s Town Center		3,458	October 2017		Jacksonville, FL
University Town Center		1,734	January 2025		Sarasota, FL

Other Properties
Tamarac Corporate office (5)		47,851	November 2020		Tamarac, FL
Montreal Corporate office		58,444	December 2020		Montreal, QC

(1)	We have signed a new lease amendment for the relocation of the Carrefour Laval store in Laval, Quebec within the same mall. The new location will be 2,617 square feet in size with a lease expiration of April 2025.

(2)	We have an executed lease for the relocation of the Sherway Gardens store in Etobicoke, Ontario within the same mall. The new location will be 2,726 square feet in size and the new lease will begin September 2015 with a lease expiration in August 2025.

(3)	We continue to negotiate with the landlord to relocate the Yorkdale store in Toronto, Ontario within the same mall. The new location would be 2,810 square feet in size with a lease expiration in August 2025. Until finalized, we continue to operate the store on a month-by-month rental basis.

(4)	We have signed a new lease amendment for the relocation of the Galleria at Ft. Lauderdale store in Ft. Lauderdale, Florida within the same mall. The new location will be 2,467 square feet in size and the new lease will begin in August 2015 with a lease expiration of July 2025.

(5)	We have signed an agreement to sublease 23,175 square feet of our Tamarac Corporate Office to a third-party. The sublease commenced in April with a sublease expiration in November 2020.

Total annual base rent for the above locations for fiscal 2015 was approximately $15 million. In April 2014, we opened a license agreement shop at Hudson’s Bay Company in Toronto, Ontario which is 229 square feet. The license agreement expires in May 2019.

Item 4A.

Unresolved Staff Comments

Not applicable.

Item 5.

Operating and Financial Review and Prospects

The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Annual Report. The following discussion includes certain forward-looking statements. For a discussion of important factors, including the continuing development of our business, actions of regulatory authorities and competitors and other factors which could cause actual results to differ materially from the results referred to in the forward-looking statements, see Item 3., “Key Information” under the heading “Risk Factors” and the discussion under the heading “Forward-Looking Information” at the beginning of this Annual Report.

Throughout this Annual Report we refer to our fiscal years ended March 28, 2015, March 29, 2014 and March 30, 2013, as fiscal 2015, fiscal 2014 and fiscal 2013, respectively. Our fiscal year ends on the last Saturday in March of each year. The financial reporting periods referred to as fiscal 2015, fiscal 2014 and fiscal 2013 consisted of 52 weeks.

Overview

Birks Group is a leading designer, maker and purveyor of prestige jewelry, timepieces and giftware in the U.S. and Canada. As of March 28, 2015, our retail operation’s total square footage was approximately 193,889. The average square footage of our three Birks flagship stores in Canada was approximately 18,500, while the average square footage for all other Birks retail stores in Canada was approximately 2,800. The average square footage of our two Brinkhaus locations was 1,300, while the average square footage of our Mayors retail stores was approximately 3,800.

We operate our business in two geographic areas, Canada and the Southeastern U.S. We have two reportable segments, “Retail” and “Other.” “Retail” is comprised of all our retail operations in the U.S. and Canada on a combined basis. In Canada, we operate stores under the Birks brand and two stores under the Brinkhaus brand. In the Southeastern U.S., we operate stores under the Mayors brand and one store under the Rolex brand. “Other” consists primarily of our corporate sales division, which services business customers by providing them unique items for recognition programs, service awards and business gifts. Also included in “Other” is manufacturing, which manufactures unique products primarily for the retail segment of our business, e-commerce and gold exchange, which buys gold and other precious metals from customers and sells the gold to refiners.

Our net sales are comprised of revenues, net of discounts, in each case, excluding sales tax. Sales are recognized at the point of sale when merchandise is taken or shipped. Sales of consignment merchandise are recognized on a full retail basis at such time that the merchandise is sold. Revenues for gift certificates and store credits are recognized upon redemption. Customers use cash, checks, debit cards, third-party credit cards, private label and proprietary credit cards and house accounts (primarily for corporate sales customers) to make purchases. The level of our sales is impacted by the number of transactions we generate and the size of our average retail sale. For fiscal 2015, fiscal 2014, and fiscal 2013, our total average unit retail sale in the U.S. was $6,579, $4,919 and $4,073, respectively, which excludes service and repair transactions. For fiscal 2015, fiscal 2014, and fiscal 2013, our total average unit retail sale in Canada was $1,743, $1,319 and $1,120, respectively, which excludes service and repair transactions.

Our operating costs and expenses are primarily comprised of cost of sales and selling, general and administrative expenses. Cost of sales includes cost of merchandise, direct inbound freight and duties, direct labor related to repair services, the costs of our design and creative departments, manufacturing costs, inventory shrink, damage and obsolescence, jewelry, watch and giftware boxes, as well as depreciation and amortization of production facilities and production tools, dies and molds and, in addition, product development costs. Selling, general and administrative expenses (“SG&A”) include, but are not limited to, all non-production payroll and benefits (including non-cash compensation expense), store and head office occupancy costs, overhead, credit card fees, information systems, professional services, consulting fees, repairs and maintenance, travel and entertainment, insurance, legal, human resources and training expenses. Occupancy, overhead and depreciation are generally less variable relative to net sales than other components of SG&A such as credit card fees and certain elements of payroll, such as commissions. Another significant item in SG&A is marketing expenses, which include marketing, public relations and advertising costs (net of amounts received from vendors for cooperative advertising) incurred to increase customer awareness of both our retail brands and the Birks product brand. Marketing has historically represented a significant portion of our SG&A. As a percentage of sales, marketing expenses represented 3.1%, 3.9% and 3.7% of sales for fiscal 2015, 2014 and 2013, respectively. Additionally, SG&A includes indirect costs such as freight, including inter-store transfers, receiving costs, distribution costs, and warehousing costs. The amount of these indirect costs in SG&A was approximately $2.9 million, $3.4 million and $3.8 million for fiscal 2015, 2014 and 2013, respectively. Depreciation and amortization includes depreciation and amortization of our stores and head office, including buildings, leasehold improvements, furniture and fixtures, computer hardware and software and automobiles and amortization of intangibles.

Over the short-term, we may focus our efforts on those strategies and key drivers of our performance that are necessary in the current business climate, which include our ability to:

•

grow sales, gross margin rate and gross profits;

•

manage expenses and assets efficiently in order to optimize profitability and cash flow; and

•

maintain flexible and cost effective sources of borrowings to finance our operations and strategies.

Over the long-term, we believe that the key drivers of our performance will be our ability to:

•

execute our merchandising strategy to increase net sales and maintain and expand gross margin by lowering discounts, developing and marketing higher margin exclusive and unique products, and further developing our internal capability to design, develop, manufacture or source products;

•

execute our marketing strategy to enhance customer awareness and appreciation of our two retail brands, Birks and Mayors, as well as the Birks product brand, and to maintain and eventually increase customer traffic, client acquisition and retention and net sales through regional and national advertising campaigns on television, billboards, print, catalog mailings, in-store events, community relations, media and public relations, partnerships with key suppliers, such as Mayors’ relationship with Rolex, and associations with prestige institutions;

•

continue to develop the Birks product brand through expansion of all sales channels including international channels of distribution and e-commerce;

•

provide a superior client experience through consistent outstanding customer service that will ensure customer satisfaction and promote frequent customer visits, customer loyalty, and strong customer relationships; and

•

increase our retail stores’ average retail transaction, conversion rate, productivity of our store professionals and inventory and four-wall profitability.

Foreign Currency

Because we have operations in the U.S. and Canada, our results are affected by foreign exchange rate changes. Revenue and expenses incurred in Canadian dollars are translated into U.S. dollars for reporting purposes. Changes in the value of the Canadian dollar compared to the U.S. dollar between periods may materially impact our results and may materially affect period over period comparisons. Over the past several years, the value of the Canadian dollar has varied significantly compared to the U.S. dollar which has impacted the level of our borrowing capacity and, for reporting purposes, in some instances, has resulted in material fluctuations in our net sales, expenses and our profits from our Canadian operations, when expressed in U.S. dollars. As of March 28, 2015, we had not hedged these foreign exchange rate risks.

Fiscal 2015 Summary

•

Net sales increased by $20.5 million to $301.6 million from $281.2 million in the prior fiscal year;

•

Comparable store sales, calculated on a constant-exchange-rate basis, increased by 16% compared to the prior fiscal year;

•

Gross profit increased by $3.1 million to $117.8 million from $114.7 million in the prior fiscal year;

•

Selling, general and administrative expenses fell to $103.7 million or 34.4% of net sales in fiscal 2015 compared to $105.5 million or 37.5% of net sales, for fiscal 2014;

•

We successfully implemented a significant portion of our operational restructuring program designed to reduce costs and drive efficiencies and we recorded $2.6 million in related restructuring charges;

•

Our operating income grew $1.6 million to $5.3 million. Excluding the impact of the restructuring charges and $0.2 million impairment charge, operating income grew by $4.4 million compared to the prior fiscal year; and

•

We recognized a net loss for fiscal 2015 of $8.6 million or $0.48 per share which includes the impact of the $2.6 million of restructuring charges, $2.6 million of debt extinguishment charges and $0.2 million of long-term asset impairment charges.

Comparable Store Sales

We use comparable store sales as a key performance measure for our business. We do not include our non-retail store sales in comparable store calculations. Stores enter the comparable store calculation in their thirteenth full month of operation under our ownership. Stores that have been resized and stores that are relocated are evaluated on a case-by-case basis to determine if they are functionally the same store or a new store and then are included or excluded from comparable store sales, accordingly. Comparable store sales is calculated on a constant-exchange rate basis which eliminates the positive and negative effects that result from translating Canadian sales into U.S. dollars due to the strengthening or weakening of the Canadian dollar in comparison to the U.S. dollar. Comparable store sales measures the percentage change in net sales for comparable stores in a period compared to the corresponding period in the previous year. If a comparable store is not open for the entirety of both periods, comparable store sales measures the change in net sales for the portion of time that such store was open in both periods. We believe that this measure provides meaningful information on our performance and operating results. However, readers should know that this financial metric has no standardized meaning and may not be comparable to similar measures presented by other companies.

The percentage increase in comparable store sales for the periods presented below is as follows:


	Fiscal Year Ended
	March 28, 2015			March 29, 2014			March 30, 2013
Canada		12	%		2	%		7	%
U.S.		19	%		6	%		2	%

Total		16	%		4	%		4	%

The increase in comparable store sales during fiscal 2015, fiscal 2014 and fiscal 2013 was primarily related to an increase in our average sale transaction in both the U.S. and Canada. The increase in comparable store sales in the U.S. during fiscal 2015 and 2014 reflected the continued success of our timepiece strategy while the increase in comparable store sales in Canada during fiscal 2015 and 2014 was primarily driven by our fine jewelry business and higher timepiece sales.

Results of Operations

The following is a discussion of factors affecting our results of operations for fiscal 2015 and fiscal 2014. This discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Annual Report.

Fiscal 2015 Compared to Fiscal 2014

The following table sets forth, for fiscal 2015 and fiscal 2014, the amounts in our consolidated statements of operations:


	Fiscal Year Ended
	March 28, 2015			March 29, 2014
	(In thousands)
Net sales	$	301,637		$	281,165
Cost of sales		183,832			166,498

Gross profit		117,805			114,667

Selling, general and administrative expenses		103,735			105,512
Restructuring charges		2,604			—
Depreciation and amortization		5,932			5,426
Impairment of long-lived assets		238			—

Total operating expenses		112,509			110,938

Operating income		5,296			3,729
Interest and other financing costs		11,285			9,512
Debt extinguishment loss		2,643			—

Loss before income taxes		(8,632	)		(5,783	)
Income tax expense		—			18

Net loss	$	(8,632	)	$	(5,801	)

Net Sales


	Fiscal Year Ended
	March 28, 2015		March 29, 2014
	(In thousands)
Net sales – Retail	$	293,146	$	270,630
Net sales – Other		8,491		10,535

Total Net Sales	$	301,637	$	281,165

Net Sales. Net sales for fiscal 2015 were $301.6 million, an increase of $20.5 million, or 7.3% as compared to fiscal 2014. The increase in net retail sales was primarily driven by comparable store sales growth of 16% or approximately $39.2 million on a constant-exchange rate basis and $3.4 million of sales related to the opening of three new store locations during fiscal 2015 and 2014 partially offset by $11.1 million of lower sales related to translating the sales of our Canadian operations into U.S. dollars with a relatively weaker Canadian dollar and $11.4 million of lower sales associated with the closure of nine stores during the past two years and temporary closure of two stores for relocation during fiscal 2015. The decrease in Net Sales – Other was primarily the result of a $1.9 million decrease in revenues related to our decision to scale back on offering gold refining services to our clients as a result of reduced client demand for this service.

Gross Profit


	Fiscal Year Ended
	March 28, 2015			March 29, 2014
	(In thousands)
Gross Profit – Retail	$	118,128		$	114,210
Gross Profit – Other		(323	)		457

Total Gross Profit	$	117,805		$	114,667

Gross Profit . Gross profit was $117.8 million or 39.1% of net sales for fiscal 2015 compared to $114.7 million or 40.8% of net sales for fiscal 2014. Excluding $4.5 million of lower gross profit resulting from the impact of translating the gross profit of the Canadian operations to U.S. dollars with a relatively weaker Canadian dollar, gross profit increased $7.6 million compared to the prior fiscal year. The 170 basis point decrease in gross margin was primarily attributable to a 190 basis point decrease in retail gross margin associated with product sales mix and more aggressive selling of discontinued product lines and brands. The decrease in Gross Profit – Other was primarily a result of lower revenues and margins from our refining operations.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $103.7 million, or 34.4% of net sales, for fiscal 2015 compared to $105.5 million, or 37.5% of net sales, for fiscal 2014. The $1.8 million decrease in SG&A during fiscal 2015, as compared to fiscal 2014, was primarily driven by $3.6 million of lower expenses related to the closure of nine store locations in fiscal 2015 and 2014 and the temporary closure, during fiscal 2015, of two store locations being relocated and $4.2 million of lower expenses related to foreign currency translation, partially offset by $2.0 million of higher variable expenses associated with the higher sales, $2.4 million of higher credit card finance fees associated with new credit programs offered to our clients during fiscal 2015, $0.9 million of higher expenses related to three new stores opened during the last two fiscal years and $0.7 million of fees paid to retain a financial and restructuring consultant as required by the amendments to our senior secured revolving credit facility and senior secured term loan in June 2014 and July 2014.

Restructuring Charges. In July 2014, we provided to our senior secured lenders and announced an operational restructuring plan to reduce corporate overhead costs, improve profitability and drive efficiency within the organization. The restructuring plan included consolidating most of our corporate administrative workforce from our regional office in Tamarac, Florida to our Montreal corporate head office as well as the outsourcing of a portion of our jewelry manufacturing and other corporate head office staff reductions. During fiscal 2015, we recorded $2.6 million of restructuring charges. These charges included $1.4 million of severance and employee retention related charges and $0.6 million of transition related charges associated with the consolidation of positions to Montreal

including temporary duplication of salary during the transition, recruitment costs for positions transferred to Montreal and travel and relocation costs. Restructuring charges also included the recording of a $0.5 million loss on the sublet of a portion of the Tamarac facility and $0.1 million of commission cost associated with the sublease agreement.

Depreciation and Amortization. Depreciation and amortization expense during fiscal 2015 was $5.9 million compared to $5.4 million during fiscal 2014. The increase was primarily due to store remodels during the past year and the opening of the two new mono-brand stores during fiscal 2014.

Impairment of Long-Lived Assets. During fiscal 2015, we recorded $0.2 million of non-cash charges associated with the impairment of long-lived assets associated with a Canadian Birks retail shop-n-shop location due to the projected operating performance of the location and software impairment associated with a decision to abandon a software project.

Interest and Other Financing Costs. Interest and other financing costs were $11.3 million for fiscal 2015 compared to $9.5 million for fiscal 2014. The $1.8 million increase included $0.5 million of fees paid to our senior secured term loan lenders with the remaining increase primarily associated with a higher level of total average debt and higher interest rates related to the amendments of our senior secured term loan.

Debt Extinguishment Charges. During fiscal 2015, we recorded $2.6 million of debt extinguishment charges related to new and deferred financing costs as a result of our amendments to our senior secured term loan and senior secured revolving line of credit in June and November 2014.

Income Tax Expense. We recorded no income tax benefit related to our deductible timing differences created during fiscal 2015 as compared to $18,000 of income tax expense for fiscal 2014. This accounting treatment was due to the recording of a 100% valuation allowance on the full value of the deferred tax assets generated by our U.S. and Canadian operations as the criteria for the recognition of these assets was not met at March 28, 2015.

Fiscal 2014 Compared to Fiscal 2013

The following table sets forth, for fiscal 2014 and fiscal 2013, the amounts in our consolidated statements of operations:


	Fiscal Year Ended
	March 29, 2014			March 30, 2013
	(In thousands)
Net sales	$	281,165		$	292,759
Cost of sales		166,498			166,585

Gross profit		114,667			126,174

Selling, general and administrative expenses		105,512			110,806
Depreciation and amortization		5,426			4,563

Total operating expenses		110,938			115,369

Operating income		3,729			10,805
Interest and other financing costs		9,512			9,272

(Loss) Income before income taxes		(5,783	)		1,533
Income tax expense		18			20

Net (loss) income	$	(5,801	)	$	1,513

Net Sales


	Fiscal Year Ended
	March 29, 2014		March 30, 2013
	(In thousands)
Net sales – Retail	$	270,630	$	274,725
Net sales – Other		10,535		18,034

Total Net Sales	$	281,165	$	292,759

Net Sales. Net sales for fiscal 2014 were $281.2 million, a decrease of $11.6 million, or 4.0% as compared to fiscal 2013. The decrease in net retail sales was primarily driven by $10.6 million of lower sales associated with the closure of ten underperforming retail store locations in fiscal 2014 and 2013 and $7.6 million of lower sales related to translating the sales of our Canadian operations into U.S. dollars with a relatively weaker Canadian dollar partially offset by comparable store sales growth of 4% and sales at our two new mono-brand stores in Canada opened during fiscal 2014. The decrease in Net Sales – Other was primarily the result of a $5.6 million decrease in revenues related to our refining operations, $1.2 million of lower Corporate Sales and $0.2 million of lower internet sales.

Gross Profit


	Fiscal Year Ended
	March 29, 2014		March 30, 2013
	(In thousands)
Gross Profit – Retail	$	114,210	$	120,554
Gross Profit – Other		457		5,620

Total Gross Profit	$	114,667	$	126,174

Gross Profit . Gross profit was $114.7 million or 40.8% of net sales for fiscal 2014 compared to $126.2 million or 43.1% of net sales for fiscal 2013. Included in the $11.5 million decrease in gross profit was $3.3 million of lower gross profit resulting from the impact of translating the gross profit of the Canadian operations to U.S. dollars with a relatively weaker Canadian dollar. The 230 basis point decrease in gross margin was primarily attributable to a 170 basis point decrease in retail gross margin associated with product sales mix and more aggressive selling of discontinued watch brands and other product lines. The decrease in Gross Profit – Other was primarily a result of lower revenues and margins from our refining operations due primarily to the drop in gold prices that occurred during the fiscal year and lower sales revenues from our Corporate Sales businesses.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $105.5 million, or 37.5% of net sales, for fiscal 2014 compared to $110.8 million, or 37.8% of net sales, for fiscal 2013. The $5.3 million decrease in SG&A during fiscal 2014, as compared to fiscal 2013, was primarily driven by $4.0 million of lower expenses related to the closure of ten store locations in fiscal 2014 and 2013 and $3.1 million of lower expenses related to foreign currency translation, partially offset by $0.9 million of higher expenses related to the two new mono-brand stores and $0.7 million of higher marketing expenses.

Depreciation and Amortization. Depreciation and amortization expense during fiscal 2014 was $5.4 million compared to $4.6 million during fiscal 2013. The increase was primarily due to store remodels during the past year and the opening of the two new mono-brand stores during fiscal 2014.

Interest and Other Financing Costs. Interest and other financing costs were $9.5 million for fiscal 2014 compared to $9.3 million for fiscal 2013. The $0.2 million increase was primarily associated with a higher level of total average debt.

Income Tax Expense. Income tax expense was $18,000 for fiscal 2014, as compared to an income tax expense of $20,000 for fiscal 2013. The relatively low amount of tax expense in fiscal 2014 is due to losses incurred, and in fiscal 2013 it is due to the utilization of unrecognized losses carryforward. In addition, we are recording a 100% valuation allowances on the full value of the deferred tax assets generated by our U.S. and Canadian operations as the criteria for the recognition of these assets was not met at March 29, 2014.

Liquidity and Capital Resources

Our ability to fund our operations and meet our cash flow requirements in order to fund our operations is dependent upon our ability to maintain positive excess availability under our senior secured revolving credit facility. As of March 28, 2015, we had approximately $64.3 million outstanding on our $110 million senior secured revolving credit facility. Our excess borrowing capacity was $12.9 million as of March 28, 2015 and $17.2 million as of March 29, 2014. Our senior secured revolving credit facility along with our senior secured term loan are used to finance working capital, finance capital expenditures, provide liquidity to fund our day-to-day operations and for other general corporate purposes. The terms of our senior secured credit facilities require us to maintain positive excess availability at all times. The term of our senior secured revolving credit facility expires on August 22, 2017, while our senior secured term loan matures August 22, 2018.

Considering our cash requirements for capital expenditures relating to renewing our store leases in Canada during the next few fiscal years, we entered into negotiations to amend our existing senior secured revolving credit agreement and our senior secured term loan agreement. In June 2014 and July 2014, in conjunction with our controlling shareholder, Montrovest, having arranged for a $5.0 million irrevocable standby letter of credit (“LC”) to our senior secured revolving credit lenders to provide us with additional operating liquidity, we executed amendments to our senior secured revolving credit agreement and senior secured term loan agreements. The LC and amendments to the senior secured credit facilities are part of the Recapitalization Transaction which we are developing to provide greater financial resources for our operations and capital investment needs on both a short and long-term basis. The LC and amendments to the senior secured credit facilities are meant to provide us with the funding and time required to finalize and to complete the Recapitalization Transaction. There have been no monetary thresholds established by the lenders for the Recapitalization Transaction and although we are actively engaged in developing the Recapitalization Transaction, we do not currently have any commitments for financing in connection with the Recapitalization Transaction. Any Recapitalization Transaction will need to be reviewed and approved by our Board of Directors and by our senior secured lenders.

In addition to allowing the LC to be included as collateral, as part of the June 2014 and July 2014 amendments, the senior secured term loan administrative agent lifted an existing $7.0 million discretionary reserve that had been imposed by the senior secured term loan administrative agent in April 2014, and agreed not to impose any discretionary reserves in the calculation of our borrowing availability under the senior secured revolving credit agreement through February 10, 2015, so long as no event of default existed prior to that date. The senior secured revolving credit facility administrative agent however is still permitted to impose an unlimited amount of discretionary reserves at its reasonable discretion. Under the June 2014 and July 2014 amendments, we also agreed to maintain excess availability under our senior secured revolving credit facility of at least $10 million at all times, otherwise it would have been considered an event of default, which could result in the outstanding balances under our senior secured revolving credit facility and senior secured term loan becoming due immediately. As part of the June 2014 and July 2014 amendments, the rate of interest on the senior secured term loan was increased from 8.77% to 12.5% until such time as the Recapitalization Transaction was executed at which time the interest rate would change to 11.0%. In addition, the amendments required us to meet the following milestones:

•

Provide weekly updated 13-week cash flow projections acceptable to the senior secured revolving credit facility and senior secured term loan administrative agents as well as weekly variance reports against the cash flow projections until a Recapitalization Transaction was consummated,

•

Deliver an operational restructuring plan to improve our operations acceptable to the senior secured revolving credit facility and senior secured term loan administrative agents by June 27, 2014,

•

Continue to retain a financial and restructuring consultant satisfactory to the senior secured revolving credit facility and senior secured term loan administrative agents to assist with our weekly cash flow projections and in the development of the operational restructuring plan to improve our operations, and

•

Finalize and close the Recapitalization Transaction acceptable to the senior secured revolving credit facility and senior secured term loan administrative agents by February 10, 2015.

As part of the June 2014 and July 2014 amendments to the senior secured credit facilities, we also agreed that deviations of greater than 10% (subsequently increased to 12.5% as a result of our successfully obtaining additional financial support of Cdn$5.0 million) from the 13-week cash flow projection would be considered an event of default, which could have resulted in the outstanding balances under our senior secured revolving credit facility and senior secured term loan becoming due immediately. In addition, if we did not accomplish the actions outlined above, additional reserves of up to $2.5 million may have been established by the lenders reducing availability under the senior secured revolving credit facility until such failure was cured by us and we would have been required to pay the senior secured term loan lenders a $1.4 million fee.

The June 2014 and July 2014 amendments also required us to obtain additional financial support of Cdn$5.0 million by August 30, 2014 in a form that was acceptable to our lenders of which a principal moratorium aggregate amount of Cdn$2.5 million (approximately $2.2 million in U.S. dollars) obtained from Investissement Québec in June 2014 was agreed by the lenders to count towards the financial support to be obtained. Under the June 2014 and July 2014 amendments, failure to obtain this financial support would have resulted in a reduction of availability under our senior secured revolving credit facility by $125,000 per month for each month until the financial support was obtained, which would have effectively reduced our borrowing capacity under this facility. We received the additional third-party financial support required as part of the amendments which was deemed acceptable by our senior secured lenders, and therefore the permitted deviations from our 13-week cash flow projections was increased to 12.5%.

In November 2014, we executed another amendment to both our senior secured revolving credit agreement and our senior secured term loan. As part of this amendment, the then term loan lenders assigned their interest in our senior secured term loan to a new lender and the senior secured term loan amount was increased from $28 million to $33 million. In addition, the revolving credit line under our senior secured revolving credit agreement decreased from $115 million to $110 million. The amendment in November also resulted in the interest rate under our senior secured term loan changing from a fixed rate of 12.5% per annum to a floating rate at LIBOR plus 9.75% per annum for the $28 million tranche and LIBOR plus 7.25% per annum for the additional $5 million tranche. The November amendment also removed the $10 million minimum excess availability requirement under our senior secured revolving credit facility, removed the ability of the senior secured term loan lender to impose a discretionary reserve of up to 5% of the borrowing base, removed the ability of the senior secured term loan lender to impose a supplemental reserve of up to $2.5 million and removed the requirement for us to pay the senior secured term loan lender a $1.4 million fee if we failed to meet any of the required actions outlined above. As part of the November amendment, we are required to achieve minimum adjusted EBITDA levels (calculated on a twelve-month rolling basis as defined in the agreements) if and only if, for any five consecutive days, our availability under our revolving line of credit falls below $8.0 million. Failure to meet the minimum adjusted EBITDA levels if our availability is below $8.0 million for any five consecutive days, is considered an event of default that could result in the outstanding balances borrowed under our senior secured term loan and senior secured revolving credit facility becoming due immediately.

In March 2015, we executed another amendment to our senior secured revolving credit agreement and certain applicable corresponding amendments to our senior secured term loan agreement. The amendments included extending the date upon which we are required to close a Recapitalization Transaction from February 10, 2015 to on or before January 31, 2016, which if not met allows our lenders to impose a reserve of up to $2.5 million reducing availability under our senior secured revolving credit facility. From February 10, 2015, until the date of the amendment in March 2015, our senior secured lenders did not impose any additional reserves. The amendment also removed the requirement for us to retain the service of a financial and restructuring consultant and removed the requirement to provide weekly updated 13-week cash flow projections acceptable to our senior secured lenders as well as weekly variance reports against the cash flow projections and related cash flow deviation requirements.

Prior to the amendment in November 2014, we had complied with the requirement to maintain excess availability of at least $10 million at all times. In addition, prior to the amendment in March 2015, we had retained the services of a financial and restructuring consultant satisfactory to the senior secured revolving credit facility and senior secured term loan administrative agents as required, delivered an operational restructuring plan which the lenders have accepted and provided the 13-week cash flow projections and weekly updates to these projections acceptable to the senior secured revolving credit facility and senior secured term loan administrative agents with actual cash flow deviations remaining within the required limits in accordance with the milestones set out in the June 2014 and July 2014 amendments to the secured credit facility agreements.

The amended senior secured credit facilities still retain a $12.5 million, and a $5.0 million seasonal availability block imposed by the senior secured revolving credit facility administrative agent and the senior secured term loan administrative agent each year from December 20th to January 20th and from January 21st to February 10 ^th , respectively. Both our senior secured revolving credit facility and our senior secured term loan are subject to cross default provisions with all other loans pursuant to which if we are in default with any other loans, we will immediately be in default under our senior secured revolving credit facility and our senior secured term loan.

In addition, under the terms of the amended senior secured facilities, the senior secured revolving credit facility administrative agent may still impose at any time, discretionary reserves which would lower the level of borrowing availability under our senior secured revolving credit facility (customary for asset-based loans), at their reasonable discretion, to: i) ensure that we maintain adequate liquidity for the operation of its business, ii) cover any deterioration in the amount or value of the collateral, and iii) reflect impediments to the senior secured lenders to realize upon the collateral. There is no limit to the amount of discretionary reserves that our senior secured revolving credit facility administrative agent may impose at its reasonable discretion.

Our senior secured revolving credit facility and secured term loan contain limitations on our ability to pay dividends, more specifically, among other limitations, we can pay dividends only at certain excess borrowing capacity thresholds and the aggregate dividend payment for the twelve-month period ended as of any fiscal quarter

cannot exceed 33% of the consolidated net income for such twelve-month period. Additionally, we are required to maintain a fixed charge coverage ratio of at least 1.30 to 1.00 and a minimum excess availability of $30 million in order to qualify for payment of dividends.

Borrowings under our senior secured revolving credit facility for the periods indicated in the table below were as follows:


	Fiscal Year Ended
	March 28, 2015			March 29, 2014
	(In thousands)
Senior secured revolving credit facility availability	$	77,292		$	91,175
Amount borrowed at year end		64,347			73,941

Excess borrowing capacity at year end	$	12,945		$	17,234

Average outstanding balance during the year	$	73,207		$	78,164
Average excess borrowing capacity during the year	$	17,709		$	17,061
Maximum borrowing outstanding during the year	$	86,450		$	93,184
Minimum excess borrowing capacity during the year	$	7,011		$	9,017
Weighted average interest rate for year		3.3	%		3.4	%

In June 2014, we were granted a one year moratorium on the monthly capital repayment amounts of Cdn$208,333 (approximately $186,611 in U.S. dollars) by Investissement Québec. Subsequent to the twelve month moratorium, the monthly capital repayment amounts of Cdn$208,333 (approximately $165,607 in U.S. dollars) will commence in June 2015 resulting in the repayment term being extended by twelve months. As stated above, this principal moratorium aggregate amount of Cdn$2.5 million (approximately $2.0 million in U.S. dollars) was agreed by the senior secured lenders to count towards the financial support required to be obtained by August 30, 2014.

In August 2014, we received a Cdn$2.0 million (approximately $1.6 million in U.S. dollars) secured term loan with Investissement Québec. The loan bears interest at a rate of Canadian Prime plus 10% per annum, which equated to 12.85% at March 28, 2015 and is repayable in 48 monthly installments beginning in August 2015. The loan requires us on an annual basis to have a working capital ratio of at least 1.15 and an adjusted long-term debt to adjusted net assets ratio below 2.5. If we are unable to adhere to these covenants, we would need to obtain a waiver from Investissement Québec to avoid being in default. For fiscal 2015, we received a waiver of default from Investissement Québec once it was determined that we would not be able to meet the adjusted long-term debt to adjusted net asset ratio levels required in the loan. This secured term loan was agreed by the senior secured lenders to count toward the Cdn$5.0 million of additional financial support required to be obtained by August 30, 2014.

In August 2014, we received capital lease funding of $1.0 million for furniture, fixtures, leasehold improvements and related equipment located within our U.S. operations. The lease financing is secured by the furniture, fixtures, leasehold improvements and related equipment and is repayable over 36 months at an annual interest rate of 14.9%. This capital lease financing was agreed by the senior secured lenders to count toward the Cdn$5.0 million of additional financial support required to be obtained by August 30, 2014.

In addition to the previously mentioned financing arrangements, we had a Cdn$5.0 million ($4.0 million in U.S. dollars) secured term loan from Investissement Québec of which Cdn$4.6 million ($3.6 million in U.S. dollars) remained outstanding as of March 28, 2015, bearing interest at a rate of Canadian prime plus 7.0% per annum, which equated to 9.85% at March 28, 2015. The loan requires us to maintain a working capital ratio of 1.15 and an adjusted long-term debt to adjusted net assets ratio below 2.5. For fiscal 2015, we received a waiver of default from Investissement Québec, once it was determined that we would not be able to meet the adjusted long-term debt to adjusted net asset ratio levels required in the loan. As of March 28, 2015, we also had a Cdn$10.0 million ($7.9 million in U.S. dollars) secured term loan from Investissement Québec of which Cdn$4.4 million ($3.5 million in U.S. dollars) remained outstanding as of March 28, 2015, bearing interest at a rate of prime plus 5.5% per annum, which equated to 8.35% at March 28, 2015 and is repayable in 36 equal monthly payments of Cdn$208,333 ($165,607 in U.S. dollars) beginning in April 2013. In June 2014, as discussed above, we were granted a one year moratorium on the monthly capital repayment amount of Cdn$208,333 ($165,607 in U.S. dollars). Subsequent to the twelve month moratorium, the monthly capital repayment amount of Cdn$208,333 ($165,607 in U.S. dollars) will commence resulting in the repayment term being extended by twelve months.

As of March 28, 2015, we also had a balance of $1.5 million remaining from an original $5.0 million cash advance from our controlling shareholder, Montrovest. This advance is payable upon demand by Montrovest once conditions stipulated in our senior credit facilities permit such a payment. Commensurate with the amendment of our senior credit facilities, in June 2011, we amended the terms of the $5.0 million cash advance, reducing the annual interest rate from 16%, net of any withholding taxes, representing an effective interest of 17.8% to 11%, net of any withholding taxes, representing an effective interest rate of approximately 12.2%. In addition, the amended terms (i) eliminated the 7% fee required to be paid to Montrovest upon conversion of the advance into a convertible debenture or Class A voting shares, (ii) eliminated the convertibility of the cash advance into a convertible debenture or Class A voting share in the event of a private placement and (iii) required a one-time payment of a closing fee of $75,000. In August 2012, a partial repayment of $3.5 million was made on these cash advances as a result of the proceeds from a stock rights offering that we undertook in 2012.

The following table summarizes cash flows from operating, investing and financing activities:


(in thousands)	Fiscal 2015			Fiscal 2014			Fiscal 2013
Net cash provided by (used in):
Operating activities	$	10,600		$	(19,117	)	$	6,176
Investing activities		(6,325	)		(6,848	)		(6,278	)
Financing activities		(4,057	)		24,629			838
Effect of changes in exchange rate on cash and cash equivalents		(190	)		(162	)		(37	)

Net increase (decrease) in cash and cash equivalents	$	28		$	(1,498	)	$	699

Net cash provided by operating activities was $10.6 million during fiscal 2015 as compared to $19.1 million used in operating activities during fiscal 2014. The $29.7 million increase in cash flows related to operating activities was primarily the result of $13.7 million decrease in the level of inventory growth in fiscal 2015 compared to fiscal 2014 and an increase in the level of accounts payables in the current year compared to a decrease in accounts payable in the prior fiscal year. Inventory totaled $135.7 million at March 28, 2015, as compared to $144.6 million at March 29, 2014, a decrease of $8.9 million or 6.2%. Excluding the impact of $9.3 million of lower inventory due to translating the inventory of our Canadian operations to U.S. dollars with a relatively weaker Canadian dollar, inventory levels remained relatively constant with the prior year end, increasing by only $0.4 million compared to the prior year end. Accounts payable were $44.7 million at March 28, 2015, as compared to $36.9 million at March 29, 2014, an increase of $7.8 million. Excluding the impact of $2.8 million of lower accounts payable due to translating the accounts payable of our Canadian operations to U.S. dollars with a relatively weaker Canadian dollar, accounts payable grew by $10.6 million. The increase in payables was primarily due to the timing of purchases compared to the prior year, as the stronger holiday sales resulted in a larger amount of purchases in the fourth quarter to replenish sold products compared to the prior fiscal year.

Net cash used in operating activities was $19.1 million during fiscal 2014 as compared to $6.2 million provided during fiscal 2013. The $25.3 million decrease in cash flows related to operating activities was primarily the result of the $5.8 million net loss in fiscal 2014 as compared to net income in fiscal 2013 and an increase in the level of inventory during fiscal 2014 compared to a decrease in the level of inventory during fiscal 2013. Inventory totaled $144.6 million at March, 29, 2014, as compared to $137.0 million at March 30, 2013, an increase of $7.6 million or 5.6%. The increase in inventory was primarily due to an increase in comparable store inventory and the opening of two new mono-brand locations partially offset by the closure of four stores in fiscal 2014. The increase in comparable store inventory reflects the initial stocking of new brands and the expansion of existing third-party brands and the new Birks collections.

During fiscal 2015, net cash used in investing activities was $6.3 million compared to $6.8 million used during fiscal 2014. The $0.5 million decrease in net cash used in investing activities primarily reflects higher cash outlays in fiscal 2014 for two new mono-brand stores. During fiscal 2014, net cash used in investing activities was $6.8 million compared to $6.3 million used during fiscal 2013. The $0.6 million increase in net cash used in investing activities primarily reflects more cash outlays for the two new mono-brand stores.

Net cash used in financing activities was $4.1 million in fiscal 2015, as compared to $24.6 million of net cash flow provided by financing activities during fiscal 2014. The $28.7 million variance in cash flows related to financing activities was primarily due to cash flows from operations being used to reduce the overall level of debt compared to the need to fund the cash flows used in operations through financing activities in the prior fiscal year. Net cash provided by financing activities was $24.6 million in fiscal 2014, as compared to $0.8 million during fiscal 2013. The $23.8 million variance in cash flows related to financing activities was primarily due to the $10.0 million increase in our senior secured term loan, the Cdn$5.0 million (U.S. $4.5 million) secured term loan entered into with Investissement Quebec and $4.8 million of net proceeds from the issuance of our Debentures, all of which along with an increased use of our senior secured revolving credit facility were used to fund cash flow requirements for operations and capital expenditures.

The following table details capital expenditures in fiscal 2015, 2014 and 2013:


	Fiscal Year Ended
	March 28, 2015		March 29, 2014		March 30, 2013
	(In thousands)
New stores and renovations	$	3,980	$	6,991	$	4,787
Electronic equipment, computer hardware and software		766		2,540		1,220
Furniture and fixtures		1,301		877		547
Manufacturing equipment		19		220		12
Other		3		32		22

Total capital expenditures (1)	$	6,069	$	10,660	$	6,588

(1)	Includes capital expenditures financed by capital leases of $1.0 million in fiscal 2015, $4.1 million in fiscal 2014, and $160,000 in fiscal 2013 as well as capital expenditures included in accounts payable as of the end of the fiscal year.

Capital expenditures for fiscal 2016 are projected to be approximately $8.7 million and are expected to be used primarily for store remodeling and store relocations associated with lease renewals as well as some information technology projects. The increase of approximately $2.7 million in expected capital expenditures as compared to fiscal 2015 is due to the higher level of expenditures planned for store renovations and remodels. A significant number of our Canadian leases (16 of 29 store leases) and U.S. stores leases (5 of 18 store leases) are up for renewal within the next two years and we are currently in talks with a number of landlords with respect to the renewing at existing locations and/or moving to new locations, and such lease renewals or new leases may require capital expenditures. The capital expenditures related to retail store locations in both Canada and the U.S. are estimated to be approximately $20 million over the next two years to remodel, relocate or open new stores. Of the $20 million, we estimate that $7.2 million will be spent in fiscal 2016 leaving the majority to fiscal 2017. At present, we are working towards obtaining additional external financing as well as considering potential asset restructurings as it is not expected that our operating cash flows and existing arranged financing will be sufficient to cover the capital expenditures needed in fiscal 2016 and fiscal 2017. The availability of financing will impact our ability to renew leases or enter into new ones, which can in turn, impact the number of retail locations we operate and the level of sales we generate in the future.

The Company incurred a net loss of $8.6 million in fiscal 2015 and a net loss of $5.8 million in fiscal 2014 and negative cash flow from operating activities of $19.1 million in fiscal 2014. Due to the impact of our financial performance in fiscal 2014 and 2015 and the level of capital expenditures requirements related to renewing our store leases mostly in Canada over the next two fiscal years, there is a possibility that our existing cash, cash generated from operations and funds available under our credit agreements could be insufficient to fund our future operations, including capital expenditures, or repay debt when it becomes due, and as a result, we may need to raise additional funds through public or private equity or debt financings, including funding from governmental sources which may not be possible as the success of raising additional funds is beyond our control. The sale of additional equity securities could result in significant dilution to our shareholders, and the securities issued in future financings may have rights, preferences and privileges that are senior to those of our common stock. The majority shareholder is not bound to provide us financing. The incurrence of additional indebtedness would result in increased debt service obligations and could result in operating and financing covenants that could restrict our operations. Financing may be unavailable in amounts or on terms acceptable to us or at all, which may have a material adverse impact on our business, including our ability to continue as a going concern.

Maintenance of sufficient availability of funding through an adequate amount of committed financing is necessary for us to fund our day-to-day operations. Our ability to make scheduled payments of principal, or to pay the interest or additional interest, if any, or to fund planned capital expenditures and store operations will depend on our ability to maintain adequate levels of available borrowing and our 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 our control. We believe that we currently have sufficient working capital to fund our operations. This belief is based on certain assumptions about the state of the economy, the availability of borrowings to fund our operations and estimates of projected operating performance. To the extent that the economy and other conditions affecting our business are significantly worse than we anticipate, we may not achieve our projected level of financial performance and we may determine that we do not have sufficient capital to fund our operations.

Research and development, patents and licenses, etc.

None.

Trend Information

During fiscal 2015, we benefitted from an improving economy and improved domestic and international tourism in the U.S. and a relatively stable economy in Canada. Increased competition for space in Canada continued to put pressure on occupancy costs and space retention for key locations. Third party brands continue to follow through on opening their own stores and closing distribution in select retail centers and lowering the margins that are earned by retailers impacting our gross margin levels. The continuing weakening of the Canadian dollar in comparison to the U.S. dollar, continued to increase costs of merchandise purchased in U.S. dollars and reduced the impact of the Canadian operations when translated to U.S. dollars for financial reporting purposes.

We continue to pursue our strategy to develop the Birks product brand and in fiscal 2015, we launched several new collections under the Birks brand. In addition, we continued to pursue our strategies to enhance our customers’ in-store experience which included the opening of one new store at Mayors and the remodeling of three Birks’ stores in Canada to provide our clients with an engaging buying experience. The extent of our continuing investment in transforming our stores will be dependent upon our ability to raise additional capital to fund such a roll out and expansion.

Our gross profit margin has declined over the past five years primarily due to the success of our watch strategy which resulted in a greater percentage of our sales being from third-party branded watches which tend to have a lower margin compared to other products we sell as well as other changes in our product sales mix and the increased efforts over the past years to more quickly and aggressively sell through slow moving and discontinued product brands in an effort to improve the productivity and turnover of our inventory. Going forward, we believe that our gross profit margin will stabilize and begin to increase as we continue to promote the development of the Birks product brand which we expect will provide us with higher gross profit margins. Going forward, we also intend to execute our merchandising strategy to expand gross margins by developing and marketing exclusive and unique third-party branded products with higher margins.

Over the past few years we have also decreased the number of stores we operate through our closure of underperforming stores. Going forward we will continue to evaluate the productivity of our existing stores and close unproductive stores. In addition, we will be continuing to review opportunities to open new stores in new prime retail locations when the right opportunities exist.

Off-balance sheet arrangements

From time to time, we guarantee a portion of our private label credit card sales to our credit card vendor. As of March 28, 2015 and March 29, 2014, the amount guaranteed under such arrangements was approximately $6.8 million and $5.0 million, respectively. The bad debt experienced under these guarantees has not been material. See Note 13(b) to the consolidated financial statements included in this Annual Report on Form 20-F for additional discussion. We had no other off-balance sheet arrangements as of March 28, 2015 other than our operating lease commitments as detailed below and in Note 12 to our consolidated financial statements.

Commitments and Contractual Obligations

The following table discloses aggregate information about our contractual cash obligations as of March 28, 2015 and the periods in which payments are due:


	Payments due by Period
	Total		Less Than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(In thousands)
Contractual Obligations
Debt maturities ⁽¹⁾	$	107,558	$	2,514	$	68,715	$	34,826	$	1,503
Capital lease obligations		13,573		2,231		3,272		2,029		6,041
Interest on debt ⁽²⁾		23,232		8,571		11,985		2,037		639
Operating lease obligations ⁽³⁾		73,295		14,794		21,297		15,732		21,472

Total ⁽⁴⁾	$	217,658	$	28,110	$	105,269	$	54,624	$	29,655

(1)	Includes bank indebtedness in the 1-3 year category to reflect the current expiration date of the line of credit.

(2)	Excludes interest payments on amounts outstanding under our senior secured revolving credit facility as the outstanding amounts fluctuate based on our working capital needs. Interest expense on variable rate debts was calculated assuming the rates in effect at March 28, 2015.

(3)	The operating lease obligations do not include insurance, taxes and common area maintenance (CAM) charges to which we are obligated. CAM charges were $3,728,000 in fiscal 2015, $4,124,000 in fiscal 2014, and $4,294,000 in fiscal 2013.

(4)	In addition to the above and as of March 28, 2015, we had $1.0 million of outstanding letters of credit.

Leases

We lease all of our retail locations under operating leases with the exception of our Montreal store, which is under a capital lease. Additionally, we have operating leases for certain equipment.

Operating leases for store locations are expensed over the term of the initial lease period. While lease renewal periods are available on most leases, renewal periods are not included in the accounting lease term because we believe there are no punitive terms or circumstances associated with non-renewal that would reasonably assure renewal. The accounting lease term typically includes a fixturing period and the rental payments are expensed on a straight-line basis over the lease term. All reasonably assured rent escalations, rent holidays, and rent concessions are included when considering the straight-line rent to be expensed. Lease incentives are recorded as deferred rent and amortized as reductions to lease expense over the lease term. Contingent rent payments vary by lease, are based on a percentage of revenue above a predetermined sales level and are expensed when it becomes probable the sales levels will be achieved. This level is different for each location and includes and excludes various types of sales.

Leasehold improvements are capitalized and typically include fixturing and store renovations. Amortization of leasehold improvements begins on the date the asset was placed in service and extends to the lesser of the economic life of the leasehold improvement and the initial lease term. Our lease of our Montreal headquarters’ land and building is accounted for as a capital lease. The lease is for a 20-year period from the date of inception, December 12, 2000. The lease allows for several additional term extensions of the lease; however, management has only committed for the initial 20-year period. The implicit interest rate of the long-term debt associated with the capital lease is 10.74%. The outstanding principal balance at March 28, 2015 on this capital lease was $10.2 million.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions about future events and their impact on amounts reported in the financial statements and related notes. Since future events and their impact cannot be determined with certainty, the actual results may differ from those estimates. These estimates and assumptions are evaluated on an on-going basis and are based on historical experience and on various factors that are believed to be reasonable. We have identified certain critical accounting policies as noted below.

Going concern assumption

Our financial statements have been prepared on a going concern basis which assumes that we will continue our operations for the foreseeable future and be able to realize our assets and discharge our liabilities and commitments in the normal course of business. In evaluating our ability to continue as a going concern, we are required to determine whether we have the ability to fund our operations and meet our cash flow requirements. This evaluation requires us to estimate and forecast our cash flows for at least the next twelve months from the balance sheet date to determine whether we have sufficient availability under our secured revolving credit facility. Significant estimates that have the greatest impact on our analysis include our estimate of sales, gross margins and expenses, estimates of collateral values performed by our lenders throughout the year which could increase or decrease our availability under our senior secured credit facility, timing of inventory acquisitions, vendor terms and payments, and interest rate and foreign exchange rate assumptions. Further, we have also made judgments on whether any reserves would be imposed by our senior secured credit facilities lenders. As part of our analysis, we also evaluated our ability to achieve minimum adjusted EBITDA levels (calculated on a twelve-month rolling basis as defined in the agreement) required as part of the November 2014 senior secured term loan if and only if, for any five consecutive days, our availability under our revolving line of credit falls below $8.0 million. Failure to meet the minimum adjusted EBITDA levels if our availability is below $8.0 million for any five consecutive days, is considered an event of default that could result in the outstanding balances borrowed under our senior secured term loan and senior secured revolving credit facility becoming due immediately. Significant variances from our assumptions used in preparing our going concern analysis could significantly impact our ability to meet our projected cash flows or if our senior secured lenders impose additional restrictions on our ability to borrow on our collateral or if we do not maintain positive excess availability under our senior secured credit facilities which is an event of default and the lenders have the right to demand repayment of balances owed under these credit facilities thus impacting our ability to meet our operations and cash flow requirements required to continue as a going concern.

Revenue recognition

Sales are recognized at the point of sale when merchandise is picked up by the customer or shipped. 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 accrued liabilities on the balance sheet. Based on historical redemption rates, a portion of certificates outstanding and not subject to unclaimed property laws are recorded as income. Certificates outstanding and subject to unclaimed property laws are maintained as accrued liabilities until remitted in accordance with local ordinance. Sales of consignment merchandise are recognized at such time as the merchandise is sold and are recorded on a gross basis because we are the primary obligor of the transaction, have general latitude on setting the price, have discretion as to the suppliers, are involved in the selection of the product and have inventory loss risk. Sales are reported net of returns and sales taxes. We generally give our customers the right to return merchandise purchased by them within 10 to 90 days, depending on the products sold and record a provision at the time of sale for the effect of the estimated returns. Repair sales are recorded at the time the service is rendered.

Allowance for inventory shrink and slow moving inventory

We write down inventory for estimated slow moving inventory equal to the difference between the cost of inventory and the estimated market value based on assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

Allowance for doubtful accounts

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Impairment of long-lived assets

We periodically review the estimated useful lives of our 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, we review our 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 is 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. During fiscal 2015, we recorded impairment charges of $0.2 million (see Note 2(l) to our consolidated financial statements). During fiscal 2014 and 2013, we did not recognize any long-lived asset impairment charges in our consolidated financial statements.

Income tax assets

Management judgment is required in determining the valuation allowance recorded against deferred tax assets and we record valuation allowances when we determine that it is more-likely-than-not that such deferred tax assets will not be realized in the future. We determined that the criteria for recognition of these assets was not met at the reporting date given our history of losses. We have recorded a $58.8 million valuation allowance against the full value of net deferred tax assets as of March 28, 2015 (see Note 9(a) to the consolidated financial statements). This valuation allowance could be reduced in the future based on sufficient evidence indicating that it is more likely than not that a portion of our deferred tax assets will be realized. Additionally, foreign and domestic tax authorities periodically audit our income tax returns. These audits often examine and test the factual and legal basis for positions we have taken in our tax filings with respect to our tax liabilities, including the timing and amount of deductions and the allocation of income among various tax jurisdictions (“tax filing positions”). We believe that our tax filing positions are reasonable and legally supportable. However, in specific cases, various tax authorities may take a contrary position. In evaluating the exposures associated with our various tax filing positions, we record reserves using a more-likely-than-not recognition threshold for income tax positions taken or expected to be taken. Earnings could be affected to the extent we prevail in matters for which reserves have been established or we are required to pay amounts in excess of established reserves.

Inflation

The impact of inflation on our operations has not been significant to date.

Recent Accounting Pronouncements

See Note 2 (s) to the consolidated financial statements included in this Form 20-F.

Safe Harbor

See section entitled “Forward-Looking Information” at the beginning of this Annual Report on Form 20-F.

Item 6.

Directors, Senior Management and Employees

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth information about our executive officers and directors, and their respective ages and positions as of May 31, 2015:


Name	Age		Position
Dr. Lorenzo Rossi di Montelera		74	Chairman of the Board & Director
Jean-Christophe Bédos		50	President, Chief Executive Officer & Director
Emily Berlin		68	Director
Davide Barberis Canonico		49	Director
Shirley A. Dawe		68	Director
Frank Di Tomaso		68	Director
Niccolò Rossi di Montelera		42	Director
Guthrie J. Stewart		59	Director
Albert J. Rahm, II		61	Executive Vice President, Retail Store Operations
Pat Di Lillo		53	Vice President, Chief Financial & Administrative Officer
Ian Dorais		37	Vice President, Merchandising & Merchandise Planning
Eva Hartling		34	Vice President, Marketing & Communications
Miranda Melfi		51	Vice President, Legal Affairs & Corporate Secretary
Hélène Messier		55	Vice President & Chief Talent Officer
Marco Pasteris		54	Vice President, Business Development & Support

Directors

Dr. Lorenzo Rossi di Montelera , age 74, has served as Chairman of our Board of Directors since 1993, and prior to the merger, Dr. Rossi di Montelera served on the board of directors of Mayors. Dr. Rossi di Montelera’s term as a director of Birks Group expires in 2015. He is also on the Board of Directors of Azimut S.p.A. and the Advisory Board of the Global Leadership Institute of New York. Dr. Rossi di Montelera is also a director of Gestofi S.A. and a beneficiary of the Grande Rousse Trust that beneficially owns or controls all of the shares of the Company held by Montrovest. Dr. Rossi di Montelera is the father-in-law of Mr. Carlo Coda-Nunziante, who is our Vice President, Strategy. Dr. Rossi di Montelera is also the father of Mr. Niccolò Rossi di Montelera, a fellow director and who, as an employee of Gestofi S.A., provides consulting services to the Company.

Jean-Christophe Bédos, age 50, was our Chief Operating Officer since January 2012 and became our President and Chief Executive Officer on April 1, 2012. He became a director of Birks Group on April 19, 2012, and his term as a director expires in 2015. He has over 25 years of experience in merchandising, marketing, branding and product development in the global retail luxury sector. Mr. Bédos was President and Chief Executive Officer of French jeweler Boucheron from May 2004 to September 2011. Prior to that, he was the Managing Director of Cartier France from 2002 to 2004, and International Executive Manager alongside the President and Chief Executive Officer of Richemont International from 2000 to 2002. Mr. Bédos started his career in the jewelry industry at Cartier in 1988.

Emily Berlin , age 68, has been a member of our Board of Directors since November 2005. Ms. Berlin’s term as a director of Birks Group expires in 2015. She was a member of the board of directors of Mayors from October 2002 until November 14, 2005. She was a Senior Managing Director of Helm Holdings International from 2001 until December 2012, which was a member of a diversified privately owned group of companies operating principally in Central and South America where she focused principally on the banking and energy sectors. Since January 2013, Ms. Berlin has been a strategic consultant to SoEnergy International Inc., an affiliate of Helm Holdings International, operating in the energy sector. From 1974 to 2000, she was a member of the law firm Shearman & Sterling, becoming a partner in 1981.

Davide Barberis Canonico, age 49, was elected to our Board of Directors in September 2013. Mr. Canonico’s term as a director of Birks Group expires in 2015. He was a member of the board of directors of Mayors since November 2005. Mr. Canonico has been President and Chief Executive Officer of Manifattura di Ponzone S.p.A., an Italian family-owned company in the textile industry, since 1998. He is also a member of the board of Sinterama S.p.A., a company in the textile industry with manufacturing facilities worldwide, since 2001. He is a member of the Supervisory Board of Montrovest B.V.

Shirley A. Dawe , age 68, has been a member of our Board of Directors since 1999. Ms. Dawe’s term as a director of Birks Group expires in 2015. She is also a Corporate Director and has been President of Shirley Dawe Associates Inc., a Toronto-based management advisory company specializing in the retail sector since 1986. From 1969 to 1985, she held progressively senior executive positions with Hudson’s Bay Company. Her expertise in the retail sector led to her appointment on industry-specific public task forces and to academic and not-for-profit boards of directors. Her wide management and consumer marketing experience brought Ms. Dawe to the board of directors of numerous public and private companies in Canada and the U.S.

Frank Di Tomaso, age 68, was elected to our Board of Directors in September 2014. Mr. Di Tomaso’s term as a director of Birks Group expires in 2015. He has been a Chartered Professional Accountant since 1972. He was an audit and advisory partner at Raymond Chabot Grant Thornton LLP from 1981 to 2012 where he held the position of Managing Partner Audit – Public Companies until he retired in 2012. Mr. Di Tomaso also has been and currently is a member of a number of other public company corporate boards, namely Yorbeau Resources Inc, Intertape Polymer Group Inc. and ADF Group Inc.

Niccolò Rossi di Montelera , age 42, has been a director of Birks Group since September 2010. Mr. Rossi di Montelera’s term as a Director of Birks Group expires in 2015. Mr. Rossi di Montelera has been a consultant for Gestofi S.A. since August 2009 and provides consulting services to the Company in the areas of new product and brand development in addition to being involved with the Company’s business development activities and strategic initiatives. From 2007 to 2009, he served as the Company’s Group Divisional Vice President responsible for product development, wholesale and e-commerce. From 2005 to 2006, he served as the Company’s Group Director responsible for product development. From 2002 to 2003, he worked at Regaluxe Investments SA and was responsible for the North American business development for Royale de Champagne and from 1999 to 2002, he was a Project Leader for Ferrero Group. He was a member of the Supervisory Board of the Directors of Montrovest until June 30, 2012. Mr. Rossi di Montelera is the son of Dr. Rossi di Montelera, the Company’s Chairman of the Board and is the brother-in-law of Mr. Carlo Coda-Nunziante who is the Company’s Vice President, Strategy.

Guthrie J. Stewart, age 59, has been a director of Birks Group since October 2010. Mr. Stewart’s term as a Director of Birks Group expires in 2015. From 2001 to 2007, Mr. Stewart was a partner of EdgeStone Capital Partners, a Canadian private equity firm. From 1992 to 2000, he served principally as Group EVP Global Development and President and Chief Executive Officer of the Canadian operations of Teleglobe Inc. From 1987 to 1992, he was the Vice President, Legal and Corporate Development of BCE Mobile Inc. (currently Bell Mobility) and from 1979 to 1986, Mr. Stewart was a corporate, commercial and securities lawyer at Osler, Hoskin & Harcourt. Mr. Stewart also has been and currently is a member of a number of advisory boards and other corporate boards, namely Orbit Garant, GBC America Fund and Tandem Expansion Fund.

Other Executive Officers

Albert J. Rahm, II, age 61, is our Executive Vice President, Retail Store Operations and has been with Birks Group since April 2007. Prior to joining us, Mr. Rahm was the President of C.D. Peacock, a jewelry retail in Chicago from March 2006 until April 2007 and prior to that was Vice President, Retail Store Operations for Mayors since 1991 and for Birks since 2005 until March 2006. Prior to joining Mayors in 1991, Mr. Rahm owned and operated three retail jewelry stores for a fourteen-year period in Shreveport, Louisiana.

Pat Di Lillo, age 53, is our Vice President, Chief Financial and Administrative Office and has been with Birks Group since January 2015. Prior to joining us, he was Senior Vice President, and Corporate Controller at SNC-Lavalin Group Inc., one of the world’s largest engineering and construction companies from May 2010 to December 2014 and was Vice-President, Taxation from August 2007 to May 2010. From October 1983 to August 2007, he was with KPMG LLP, where he was appointed a partner in 1995.

Ian Dorais, age 37, is our Vice President, Merchandising & Merchandise Planning and has been with Birks Group since December 2011. Prior to joining us, he was with Liz Claiborne Canada from November 2007 to December 2011 as Director, Planning and Allocation and then Vice President, Planning and Allocation. Mr. Dorais resigned from his position effective June 26, 2015 to pursue other interests.

Eva Hartling, age 34, is our Vice President, Marketing & Communications and has been with Birks Group since August 2010. From August 2010 to November 2013, she was Director, Public Relations . Prior to joining Birks Group, Ms. Hartling, from 2009 to 2010, was with Telefilm Canada and held the position of Senior Advisor, External Communications. From 2007 to 2009, Ms. Hartling was Director, External Communications at Rona Inc., a publicly-traded retailer and distributor of hardware, building materials and home renovation products. From 2002 to 2007, she held various positions in public relations.

Miranda Melfi, age 51, is our Vice President, Legal Affairs and Corporate Secretary and has been with Birks Group since April 2006. Prior to joining us, Ms. Melfi was with Cascades Inc., a publicly-traded pulp and paper company for eight years and held the position of Vice President, Legal Affairs, Boxboard Group. From 1994 to 1998, Ms. Melfi was Vice President, Legal Affairs and Corporate Secretary at Stella-Jones Inc., a publicly-traded wood products company, and from 1991 to 1994, practiced corporate, commercial and securities law with Fasken Martineau DuMoulin LLP.

Hélène Messier, age 55, is our Vice President & Chief Talent Officer and has been with Birks since November 2000. Prior to joining Birks, she was Assistant General Manager of the Federation des Producteurs de Lait du Qu é bec from November 1997 to November 2000. From 1982 to 1997, she held various management positions both in operations and human resources with Bell Canada.

Marco Pasteris , age 54, is our Vice President, Business Development and Support and has been with Birks since September 1993 in several capacities including Vice President, Finance and Treasurer. Prior to joining Birks Group, Mr. Pasteris was the representative of the Fata S.p.A. of Pianezza, Italy in Sovitalprodmash, Volsk, Russia (a Fata S.p.A. Joint Venture) from 1991 to 1993. Before joining Sovitalprodmash, Mr. Pasteris was Controller of International Operations at the Gruppo Finanziaro Tessile S.p.A., Torino, Italy, where he spent six years.

COMPENSATION OF DIRECTORS AND OFFICERS

Director Compensation

During fiscal 2015, each director who was not an employee of the Company received an annual fee of $25,000 for serving on our Board of Directors and $1,500 for each Board meeting attended in person. The chairperson of each of the audit committee, compensation committee and corporate governance committee received an additional annual fee of $10,000, $8,000 and $5,000, respectively. Since October 2012, the members of each of the audit committee, compensation committee and corporate governance committee received an additional annual fee of $5,000, $4,000 and $2,500, respectively, and the independent member of the executive committee received an additional annual fee of $4,000. The chairperson of any special independent committee of directors that may be established from time to time is entitled to receive $10,000 for his or her service and the other members of the committee are each entitled to receive $5,000 for their service on such committee. Each director who is not an employee of the Company is entitled to receive a grant of 5,000 stock appreciation rights on April 1 of each year, an increase from 1,000 stock appreciation rights previously granted prior to September 2012. In April 2012, 1,000 stock appreciation rights were granted to each non-employee director. In September 2012, April 2013, April 2014 and April 2015, 4,000, 5,000, 5,000 and 5,000 respectively, of stock appreciation rights were granted to each non-employee director. In addition, in September 2014, 2,000 stock appreciation rights were granted to a new member of our Board of Directors. All directors were reimbursed for reasonable travel expenses incurred in connection with the performance of their duties as directors.

Executive Compensation

We are a “foreign private issuer” under U.S. securities laws and not a reporting issuer under Canadian securities laws and are therefore not required to publicly disclose detailed individual information about executive compensation in our home jurisdiction. However, the executive compensation of our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers are detailed in our Management Proxy Circular as such document is referred to below. Under the Canada Business Corporations Act , being the statute under which we were incorporated, we are only required to provide certain information on aggregate executive compensation. The aggregate compensation paid by us to our nine executive officers in fiscal 2015, two of which left the Company during the year and a new executive officer joined the Company to replace one of the executive officers that left during the year, was approximately $2,573,000 (annual salary).

The summary compensation table regarding our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers and the option/SAR grants and exercise of options tables in our Management Proxy Circular will be filed on Form 6-K with the SEC in connection with our 2015 Annual Meeting of Shareholders.

Birks Group Incentive Plans

Long-Term Incentive Plan

In 2006, Birks Group adopted a Long-Term Incentive Plan to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees and consultants and to promote the success of Birks Group’s business. As of May 31, 2015, there were 160,320 cash-based stock appreciation rights outstanding that were granted to members of the Company’s Board of Directors and outstanding stock options to purchase 435,000 shares of the Company’s Class A voting shares granted to nine members of the Company’s senior management team under the Long-Term Incentive Plan. The stock appreciation rights outstanding as of May 31, 2015, under the Long-Term Incentive Plan have a weighted average exercise price of $1.63 and the stock options outstanding as of May 31, 2015, under the Long-Term Incentive Plan have a weighted average exercise price of $1.24.

In general, the Long-Term Incentive Plan is administered by Birks Group’s Board of Directors or a committee designated by the Board of Directors (the “Administrator”). Any employee or consultant selected by the Administrator is eligible for any type of award provided for under the Long-Term Incentive Plan, except that incentive stock options may not be granted to consultants. The selection of the grantees and the nature and size of grants and awards are wholly within the discretion of the Administrator. The Long-Term Incentive Plan provides for the grant of incentive stock options that qualify under Section 422 of the U.S Internal Revenue Code and non-statutory options, stock appreciation rights, restricted stock awards, restricted stock units and performance unit or share awards, as such terms are defined in the Long-Term Incentive Plan.

The Long-Term Incentive Plan authorizes the issuance of 900,000 Class A voting shares, which consists of authorized but unissued Class A voting shares. In the event of a stock dividend, stock split, reverse stock split, combination or reclassification or similar transaction or other change in corporate structure affecting Class A voting shares, adjustments will be made to the Long-Term Incentive Plan.

We cannot issue Class A voting shares or awards under the Long-Term Incentive Plan if such issuance, when combined with the Class A voting shares issuable under any of our other equity incentive award plans and all other Class A voting shares issuable under the Long-Term Incentive Plan would exceed 1,304,025 Class A voting shares, unless the issuance of such shares or awards in excess of this limit is approved by the shareholders of the Company. However, this limit shall not restrict the Company to issue awards under the Long-Term Incentive Plan that are payable other than in shares, including cash-settled stock appreciation rights. As of March 28, 2015, the Company could issue 479,244 of additional Class A voting shares or awards under its Long-Term Incentive Plan without exceeding this limit.

In the event of a change in control of Birks Group, the Administrator, at its sole discretion, may determine that all outstanding awards shall become fully and immediately exercisable and vested. In the event of dissolution or liquidation of Birks Group, the Administrator may, at its sole discretion, declare that any stock option or stock appreciation right shall terminate as of a date fixed by the Administrator and give the grantee the right to exercise such option or stock option right.

In the event of a merger or asset sale or other change in control, as defined by the Long-Term Incentive Plan, the administrator may, in its sole discretion, take any of the following actions or any other action the administrator deems to be fair to the holders of the awards:

•

Provide that all outstanding awards upon the consummation of such a merger or sale shall be assumed by, or an equivalent option or right shall be substituted by, the successor corporation or parent or subsidiary of such successor corporation;

•

Prior to the occurrence of the change in control, provide that all outstanding awards to the extent they are exercisable and vested shall be terminated in exchange for a cash payment equal to the change in control price; or

•

Prior to the occurrence of the change in control, provide for the grantee to have the right to exercise the award as to all or a portion of the covered stock, including, if so determined by the administrator, in its sole discretion, shares as to which it would not otherwise be exercisable.

Employee Stock Purchase Plan

In 2006, Birks Group adopted an Employee Stock Purchase Plan (“ESPP”), which was approved in September 2006. The ESPP permits eligible employees, which do not include executives of Birks Group Inc., to purchase our Class A voting shares from Birks Group at 85% of their fair market value through regular payroll deductions. A total of 100,000 shares of our Class A voting shares are reserved for issuance under the ESPP. As of May 31, 2011, 99,995 shares have been issued under the ESPP and no additional shares will be issued under this plan. No shares were issued under the ESPP in fiscal 2015, 2014 and 2013.

CEO and Senior Executives Long-Term Cash Incentive Plans

During the fiscal year ended March 30, 2013, the Board of Directors approved the long-term cash incentive plans (“LTCIPs”) for the Chief Executive Officer and Senior Executive members. The intention of the LTCIPs are to reward the Chief Executive Officer and other members of senior management based on our performance over three-year cycles, the first of which began with the fiscal 2013 through fiscal 2015 period. The approval of a new three-year cycle is at the discretion of the Board of Directors on recommendation of the Compensation committee. The payouts under the LTCIPs will be based on our earnings before tax (“EBT”) performance with the payout level earned during the three-year period either increasing or decreasing based on our EBT performance levels versus thresholds established in each of the three years of the three-year cycle and afterwards, if the LTCIPs are continued. The payout will be 1/3 of the LTCIPs value earned at the end of the first three year cycle and 1/3 of the LTCIPs value for every year thereafter, subject to the Chief Executive Officer and participating executives continued employment and subject to the payment not causing any default on the Company’s credit facilities. The LTCIPs payouts will continue to rise or fall based on the Company’s performance each year. The total LTCIPs pool is only created to compensate if EBT is above a certain growth rate and the payout is capped so that the total three-year costs of the programs combined does not exceed 10% of our total earnings before taxes for the three-year period. As of March 28, 2015 and March 29, 2014, no amounts were earned under the LTCIP and no new three-year cycles have been approved by the Board of Directors. A new long-term cash incentive plan was approved by the Company’s Board of Directors to replace this plan in April 2015 as described below.

CEO Long-term Cash Incentive Plan

In April 2015, our Board of Directors approved a long-term cash incentive plan for the Chief Executive Officer (“CEO LTCIP”). The intention of the CEO LTCIP is to reward the Chief Executive Officer based on the Company’s performance over three-year cycles, the first of which begins with the fiscal 2016 through fiscal 2018 period. The approval of this three-year cycle is at the discretion of the Board of Directors on recommendation of the Compensation Committee. The CEO LTCIP is structured to fund a pool of dollars based on the successful achievement of earnings before tax (“EBT”) over three one-year periods. The amount of money funded each year, if earned, is added together at the end of the three-year cycle (with each year comprising 1/3 of the total payout opportunity). The final value of the pool will be based on a modifier subject to the Compensation Committee’s or Board’s assessment of the Chief Executive Officer’s achievement of strategic goals following the end of the three-year cycle (early fiscal 2019), at which time 50% of the amount is payable, with the remaining 50% payable one year thereafter (early fiscal 2020) subject to the Chief Executive Officer remaining employed at the time of payout and the payout not causing any default under our senior secured credit facilities.

Birks Employee Stock Option Plan

Effective May 1, 1997, Birks adopted an Employee Stock Option Plan (the “Birks ESOP”) designed to attract and retain the services of selected employees or non-employee directors of Birks or its affiliates who are in a position to make a material contribution to the successful operation of our business. The Birks ESOP was amended as of June 20, 2000. Effective as of November 15, 2005, no awards will be granted under the Birks ESOP. However, the Birks ESOP will remain in effect until the outstanding awards thereunder terminate or expire by their terms. As of May 31, 2015, there were 6,162 Class A voting shares underlying options granted under the Birks ESOP.

Mayors Equity-Incentive Plans

1991 Stock Option Plan and Long-Term Incentive Plan

The Company has outstanding employee stock options and SARs issued to employees and members of the Board of Directors of Mayors under the 1991 Stock Option Plan (“the 1991 Plan”) and the Long-Term Incentive Plan (the “Mayor’s LTIP”) approved by the former Board of Directors of Mayors. Under these plans, the option price was required to equal the market price of the stock on the date of the grant or in the case of an individual who owned 10% or more of the common stock of Mayors, the minimum price was to be set at 110% of the market price at the time of issuance. Options granted under these programs generally became exercisable from six months to three years after the date of grant, provided that the individual was continuously employed by Mayors, or in the case of directors, remained on the Board of Directors. All options generally expired no more than ten years after the date of grant. No further awards will be granted under these plans. However, these plans will remain effective until the outstanding awards issued under the plans terminate or expire by their terms. As of May 31, 2015, there were 900 Class A voting shares underlying awards granted under the 1991 Plan and no outstanding awards under the Mayor’s LTIP, following the Offer to Amend (as described below). The awards outstanding under the 1991 Plan have a weighted average exercise price of $1.00.

Stock Option Amendments

On March 18, 2010, the Company filed with the SEC a Tender Offer Statement on Schedule TO which included therein an “Offer to Amend Certain Outstanding Options” (the “Offer to Amend”), relating to an offer by the Company to its current employees and subsidiaries’ employees to amend certain of their outstanding options to purchase the Company’s Class A voting shares. Only options granted under the Henry Birks & Sons Inc. Employee Stock Option Plan effective as of May 1, 1997 and amended as of June 20, 2000 and Mayor’s Jewelers, Inc. 1991 Amended Stock Option Plan, with an exercise price per share greater than $4.00 (in the currency in which such option was granted) that remained outstanding as of the expiration of the offer on April 16, 2010, were eligible to be amended in the offer. Pursuant to the Offer to Amend, the Company received, as of April 16, 2010, tendered eligible stock options covering 85,786 shares of its Class A voting shares and provided amended options to purchase up to 12,077 shares of the Company’s Class A voting shares, thereby reducing the number of shares issuable upon exercise of outstanding options by 73,709 shares. The amended stock options have exactly the same terms as the eligible stock options, but they are exercisable for a lesser number of Class A voting shares, they have a new exercise price of $1.05 per share, a new ten-year term, and different terms in the event of a change in control, going-private transaction, or a liquidation or dissolution of the Company, as described in the Offer to Amend.

BOARD PRACTICES

Our by-laws state that the Board of Directors will meet immediately following the election of directors at any annual or special meeting of the shareholders and as the directors may from time to time determine. See “Item 10. Additional Information—Articles of Incorporation and By-laws.”

Under our Restated Articles of Incorporation, our directors serve one-year terms although they will continue in office until successors are appointed. None of the members of our Board has service agreements providing for benefits upon termination of employment, except for Mr. Bédos, our President and Chief Executive Officer. See “Item 10. Additional Information—Material Contracts—Employment Agreements.”

Our Board of Directors has determined that four of our eight directors (Emily Berlin, Shirley A. Dawe, Frank Di Tomaso and Guthrie J. Stewart) qualify as independent directors within the meaning of Section 803A of the NYSE MKT Company Guide.

All of the directors on our Compensation, Corporate Governance and Audit committees are independent. We are a “controlled company” (one in which more than 50% of the voting power is held by an individual, a group or another company) within the meaning of the rules of the NYSE MKT. Accordingly, we are not required under the NYSE MKT rules to have a majority of independent directors, a nominating and corporate governance committee and a compensation committee (each of which, under the NYSE MKT rules, would otherwise be required to be comprised entirely of independent directors). The current Board of Directors is comprised of 50% of independent directors. Notwithstanding the fact that we qualify for the “controlled company” exemption, we maintain a Corporate Governance Committee and a Compensation Committee comprised solely of independent directors.

During fiscal 2015, our Board of Directors held a total of twelve board of directors meetings and twenty-five committee meetings. During such period, six out of the then nine directors attended 100% of the meetings of the Board of Directors, two directors attended 92% of the Board meetings and one director attended six of the nine or 67% of the Board meetings held while that director was in office.

Our Board of Directors is supported by committees, which are working groups that analyze issues and provide recommendations to the Board of Directors regarding their respective areas of focus. The executive officers interact periodically with the committees to address management issues. During fiscal 2015, our Board of Directors was composed of the four main committees below. The Board of Directors may from time to time also create special committees of the Board as needed.

1. Audit Committee . We have a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The audit committee operates under a written charter adopted by the Board of Directors. The audit committee reviews the scope and results of the annual audit of our consolidated financial statements conducted by our independent auditors, the scope of other services provided by our independent auditors, proposed changes in our financial accounting standards and principles, and our policies and procedures with respect to its internal accounting, auditing and financial controls. The audit committee also examines and considers other matters relating to our financial affairs and accounting methods, including selection and retention of our independent auditors. During fiscal 2015, the audit committee held seven meetings and all members of the audit committee attended these meetings during such period. During fiscal 2015, the audit committee was comprised of Louis L Roquet (Chair, until July 28, 2014), Frank Di Tomaso (Chair, since September 24, 2014), Emily Berlin and Guthrie Stewart, each of whom was financially literate and an independent (as defined by the NYSE MKT listing standards and SEC rules), non-employee director of Birks Group. We have determined that Frank Di Tomaso is an “audit committee financial expert” as this term is defined under SEC rules. Neither the SEC nor the NYSE MKT requires us to designate an “audit committee financial expert.”

2. Compensation Committee . We have a standing compensation committee. The compensation committee operates under a written charter adopted by the Board of Directors. The purpose of the compensation committee is to recommend to the Board of Directors executive compensation, including base salaries, bonuses and long-term incentive awards for the Chief Executive Officer and certain other executive officers of Birks Group. The compensation committee also establishes criteria for goals and objectives for variable compensation, evaluates the performance of the Chief Executive Officer on an annual basis and provides recommendations to the Board of Directors regarding Chief Executive Officer and senior management succession plans. Certain decisions regarding compensation of certain other executive officers are reviewed by the compensation committee. During fiscal 2015, the compensation committee held six meetings and all of the members of the compensation committee attended these meetings during such period, except for one member who attended 83% of the meetings. During fiscal 2015, the compensation committee was comprised of Shirley A. Dawe (Chair), Guthrie J. Stewart, Elizabeth Eveillard (until September 24, 2014) and Frank Di Tomaso (since September 24, 2014). Every member of the Compensation Committee was an independent (as defined by the NYSE MKT listing standards), non-employee director of Birks Group.

3. Corporate Governance Committee . We have a standing corporate governance committee which has also assumed the functions of a nominating committee in accordance with the SEC rules and NYSE MKT listing requirements on nominating committees. The corporate governance committee is responsible for overseeing all aspects of our corporate governance policies. The corporate governance committee is also responsible for the oversight and review of all related party transactions and for nominating potential nominees to the Board of Directors. Our policy with regard to the consideration of any director candidates recommended by a shareholder is that we will consider such candidates and evaluate such candidates by the same process as candidates identified by the corporate governance committee. During fiscal 2015, the corporate governance committee held five meetings and all members of the corporate governance committee attended these meetings during such period. Our corporate governance committee is comprised of three directors and operates under a written charter adopted by the Board of Directors. The current and fiscal 2015 members are Emily Berlin (Chair), Frank Di Tomaso, and Shirley Dawe. Every member of the Corporate Governance Committee is an independent (as defined by the NYSE MKT listing standards), non-employee director of Birks Group.

4. Executive Committee . We have a standing executive committee. The executive committee operates under a written charter adopted by the Board of Directors. The purpose of the executive committee is to provide a simplified review and approval process in between meetings of the Board of Directors for certain corporate actions. The intent of the executive committee is to facilitate our efficient operation with guidance and direction from the Board of Directors. The goal is to provide a mechanism that can assist in our operations, including but not limited to, the monitoring of the implementation of policies, strategies and programs. In addition, the executive committee’s mandate is to assist the Board with respect to the development, continuing assessment and execution of the Company’s strategic plan. The executive committee is comprised of at least three members of the Board of Directors. Vacancies on the committee are filled by majority vote of the Board of Directors at the next meeting of the Board of Directors following the occurrence of the vacancy. During fiscal 2015, the executive committee had four members consisting of: Niccolo Rossi di Montelera (Chair), Jean-Christophe Bédos, Davide Barberis Canonico, Elizabeth Eveillard (until September 24, 2014) and Guthrie J. Stewart (since September 24, 2014). During fiscal 2015, the executive committee held eight meetings. All of the members of the executive committee attended these meetings during such period except for one member who attended 88% of the executive committee meetings.

EMPLOYEES

As of March 28, 2015, we employed approximately 633 persons. None of our employees are governed by a collective bargaining agreement with a labor union. We believe our relations with our employees are good and we intend to continue to place an emphasis on recruiting, training, retraining and developing the best people in our industry.

Retail employees include only those employees within our retail selling locations, while administration includes all other activities including corporate office, merchandising, supply chain operations and corporate sales. The table below sets forth headcount by category and geographic location for the periods indicated:


	Canada		U.S.		Total
As of March 28, 2015:
Administration		184		47		231
Retail		244		158		402

Total		428		205		633

As of March 29, 2014:
Administration		183		91		274
Retail		282		175		457

Total		465		266		731

As of March 30, 2013:
Administration		216		87		303
Retail		316		171		487

Total		532		258		790

SHARE OWNERSHIP

The following table sets forth information regarding the beneficial ownership of our Class A voting shares as of May 31, 2015, based on 10,242,911 Class A voting shares, by each executive officer and each director:


Name of Beneficial Owner	Number of Class A Voting Shares Beneficially Owned		Percentage of Beneficially Owned
Dr. Lorenzo Rossi di Montelera(1)		—		—
Jean-Christophe Bédos(2)		216,666		2.1	%
Shirley A. Dawe(3)		1,545		*
Emily Berlin(4)		46,952		*
Niccolò Rossi di Montelera		—		—
Frank Di Tomaso		—		—
Guthrie J. Stewart		—		—
Pat Di Lillo(5)		—		—
Marco Pasteris(6)		184,487		1.8	%
Albert J. Rahm, II(7)		10,000		*
Ian Dorais(8)		3,333		*

*	Less than 1%.

(1)

Dr. Rossi di Montelera is a beneficiary of Grande Rousse Trust. Grande Rousse Trust beneficially owns or controls 7,717,970 Class A voting shares to which Montrovest would be entitled upon conversion of the Class B multiple voting shares held by Montrovest in addition to 5,928,722 Class A voting shares. Holders of Class B multiple voting shares are entitled to ten votes for each Class B multiple voting share held, whereas holders of Class A voting shares are entitled to one vote per Class A voting share held. Dr. Rossi di Montelera expressly disclaims beneficial ownership over the shares held by Montrovest.

(2)

Includes (a) an option to purchase 150,000 Class A voting shares, currently exercisable or exercisable within 60 days of May 31, 2015, which is exercisable at a price of $1.04 per share and which expires on January 4, 2022, and (b) an option to purchase 100,000 Class A voting shares exercisable at a price of $0.84 per share and which expires on April 18, 2023, which vests over a period of three (3) years beginning on April 18, 2013 and currently 66,667 are vested and exercisable or exercisable within 60 days of May 31, 2015 and included in the table above.

(3)	Includes 1,545 Class A voting shares.

(4)	Includes 46,952 Class A voting shares.

(5)	An option to purchase 50,000 Class A shares, of which none are vested, exercisable at a price of $1.94 per share and which expires on January 5, 2025 has not been included as the option is not vested.

(6)

Includes (a) an option to purchase 2,170 Class A voting shares, currently exercisable or exercisable within 60 days of May 31, 2015, which is exercisable at a price of $1.05 per share and expires on April 16, 2020, (b) an option to purchase 15,000 Class A voting shares, currently exercisable or exercisable within 60 days of May 31, 2015, at a price of $1.25 and expire on September 23, 2020, (c) Warrants to purchase 48,110 Class A voting shares, currently exercisable or exercisable within 60 days of May 31, 2015, at prices of $3.34 to $6.21 per share and expire August 20, 2022, (d) an option to purchase 10,000 Class A voting shares, of which 6,667 are vested and included in the table above, exercisable at a price of $0.89 and expire on November 14, 2022, (e) an option to purchase 15,000 Class A voting shares, of which 5,000 are vested and included in the table above, exercisable at a price of $1.66 and which expires on September 12, 2023, and (f) 107,540 Class A voting shares.

(7)	Includes an option to purchase 15,000 Class A voting shares, of which 10,000 are vested and exercisable or exercisable within 60 days of May 31, 2015 and included in the table above, exercisable at a price of $0.89 per share and which expires on November 14, 2022.

(8)	Includes an option to purchase 5,000 Class A voting shares, of which 3,333 are vested and exercisable or exercisable within 60 days of May 31, 2015 and included in the table above, exercisable at a price of $0.89 per share and which expires on November 14, 2022.

For arrangements involving the issuance or grant of options or shares of the Company to such named executive officers and other employees, see above under the heading “Compensation of Directors and Officers” and Item 10. “Additional Information—Material Contracts—Employment Agreements.”

Item 7.

Major Shareholders and Related Party Transactions

MAJOR SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of our Class A voting shares as of May 31, 2015 by each person or entity who beneficially owns 5% or more of outstanding voting securities, including the Class A voting shares and Class B multiple voting shares. The major shareholders listed with Class B multiple voting shares are entitled to ten votes for each Class B multiple voting share held, whereas holders of Class A voting shares are entitled to one vote per Class A voting share held. Unless otherwise indicated in the table, each of the individuals named below has sole voting and investment power with respect to the voting shares beneficially owned by them. The calculation of the percentage of outstanding shares is based on 10,242,911 Class A voting shares and 7,717,970 Class B multiple voting shares outstanding on May 31, 2015, adjusted where appropriate, for shares of stock beneficially owned but not yet issued.

Beneficial ownership is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any of the Class A voting shares or Class B multiple voting shares as to which the individual or entity has sole or shared voting power or investment power and includes any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days through the exercise of any warrant, stock option or other right. The inclusion in this Annual Report of such voting shares, however, does not constitute an admission that the named individual is a direct or indirect beneficial owner of such voting shares. The voting shares that a person has the right to acquire within 60 days of May 31, 2015 are deemed outstanding for the purpose of calculating the percentage ownership of such person, but are not deemed outstanding for the purpose of calculating the percentage owned by any other person listed. For information regarding entities or persons that directly or indirectly control us, see “Item 3. Key Information – Risk Factors – Risks Related to the Company.”


Name of Beneficial Owner (1)	Number of Class A Voting Shares Beneficially Owned		Percentage of Beneficially Owned
Grande Rousse Trust (2)		13,646,692		76.0	%
Rohan Private Trust Company Limited (3)		13,646,692		76.0	%
Montrovest BV (4)		13,646,692		76.0	%
Mangrove Holding S.A. (5)		4,800,000		33.7	%
Prime Investments S.A. (6)		1,536,047		15.0	%

(1)	Unless otherwise noted, each person has sole voting and investment power over the shares listed opposite his or her name.

(2)

Includes 13,646,692 Class A voting shares, of which 7,717,970 Class A voting shares to which Montrovest would be entitled upon conversion of the Class B multiple voting shares held by Montrovest. The Class B multiple voting shares entitle the holder to ten votes for each Class B multiple voting share held and each Class B multiple voting share is convertible into one Class A voting share. The shares held by Montrovest are beneficially owned by Grande Rousse Trust. Dr. Rossi di Montelera who is the Company’s Chairman of the Board of Directors is a beneficiary of Grande Rousse Trust.

(3)

Trustee of Grande Rousse Trust. Includes 13,646,692 Class A voting shares, of which 7,717,970 Class A voting shares to which Montrovest would be entitled upon conversion of the Class B multiple voting shares held by Montrovest. The Class B multiple voting shares entitle the holder to ten votes for each Class B multiple voting share held and each Class B multiple voting share is convertible into one Class A voting share. The shares held by Montrovest are beneficially owned by Grande Rousse Trust. Dr. Rossi di Montelera is a beneficiary of Grande Rousse Trust.

(4)

Comprised of 13,646,692 Class A voting shares, of which 7,717,970 Class A voting shares to which Montrovest would be entitled upon conversion of the Class B multiple voting shares held by Montrovest. The Class B multiple voting shares entitle the holder to ten votes for each Class B multiple voting share held and each Class B multiple voting share is convertible into one Class A voting share. On March 19, 2015, Montrovest entered into a sale and purchase agreement with Mangrove Holding S.A., (“Mangrove”), an affiliate of Montrovest whereby Montrovest undertook to sell and transfer to Mangrove and Mangrove undertook to purchase and receive from Montrovest 800,000 Class A voting shares and 4,000,000 Class B voting shares within a period of 9 months from the date of the agreement for a price equal to the greater of (i) the closing price of the Company’s shares on the NYSE MKT on the day of the sale, and (ii) a price per share equal to which a third party investor will commit (or has committed) itself for an investment in the Company within the 9 month period.

(5)

Includes 4,800,000 Class A voting shares, of which 4,000,000 Class A voting shares to which Mangrove would be entitled upon conversion of the Class B multiple voting shares held by Mangrove. The Class B multiple voting shares entitle the holder to ten votes for each Class B multiple voting shares held and each Class B multiple voting share is convertible into one Class A voting share. Grande Rousse Trust is the sole shareholder of Mangrove.

(6)	The Company has been advised that Asiya Trust Co. PTE. Ltd., as trustee of the Beech Settlement trust, exercises ultimate voting and investment control over the securities held of record by Prime Investments S.A.

As of May 31, 2015, there were a total of 307 holders of record of our Class A voting shares, of which 244 were registered with addresses in the United States. Such United States record holders were, as of such date, the holders of record of approximately 45.0% of our outstanding Class A voting shares. The number of record holders in the United States is not representative of the number of beneficial holders nor is it representative of where such beneficial holders are resident since many of these ordinary shares were held of record by brokers or other nominees. None of our Class B multiple voting shares are held in the United States. Each Class B multiple voting share entitles the holder to ten (10) votes at all meetings of our shareholders (except meetings at which only holders of another specified class of shares are entitled to vote pursuant to the provisions of our restated articles or the Canada Business Corporations Act).

Following (a) the stock rights offering in August 2012, whereupon Montrovest purchased 3,100,088 Class A voting shares and (b) the private placement in 2013 whereupon Montrovest converted its Debenture into 2,828,634 Class A voting shares, Montrovest’s beneficial ownership of the Company’s shares increased from 67.8% to 76.0%.

RELATED PARTY TRANSACTIONS

Diamond Supply Agreement

On August 15, 2002, Birks entered into a Diamond Inventory Supply Agreement with Prime Investments S.A. and a series of conditional sale agreements with companies affiliated with Prime Investments S.A. pursuant to which Prime Investments S.A., a related party, is entitled to supply Birks and its subsidiaries or affiliates with at least 45%, on an annualized cost basis, of such company’s aggregate loose diamond requirements, conditional upon the prices remaining competitive relative to market and needs in terms of quality, cut standards and specifications being satisfied. During fiscal 2015, Birks purchased approximately $0.2 million of diamonds from Prime Investments S.A. and related parties. Birks did not purchase any diamonds from Prime Investment S.A. and related parties in fiscal 2014. As of May 31, 2015, Prime Investments S.A. beneficially owned 15.0% of the outstanding Class A voting shares of Birks Group.

Management Consulting Services Agreement

In June 2011, we entered into a management consulting services agreement with Montrovest. Under the agreement, we pay Montrovest an annual retainer fee of €140,000 ($152,000 in U.S. dollars) in exchange for services related to the raising of capital for international expansion projects and such other services relating to merchandising and/or marketing of our products as we may request. The agreement was in effect until June 2012 and will be extended automatically for successive terms of one year unless either party gives a 60 day notice of its intention not to renew. The yearly renewal of the agreement is subject to the review and approval of our Corporate Governance Committee and the Board of Directors. Mr. Davide Barberis Canonico, one of our directors, is a member of the Supervisory Board of Directors of Montrovest and Mr. Carlo Coda-Nunziante, our Vice President, Strategy was a managing director of Montrovest until June 30, 2012. Mr. Berclaz, one of our former directors, was the Chairman of the Supervisory Board of Directors of Montrovest prior to his death in April 2013. In fiscal 2015 and fiscal 2014, we paid €140,000 (approximately $178,000 and $188,000, respectively, in U.S. dollars) under this agreement to Montrovest. In April 2015, the agreement was renewed for an additional one year period ending June 8, 2016. Our Board of Directors approved our entering into the agreement and its renewal with Montrovest in accordance with our Code of Conduct relating to related party transactions. In February 2014, our Board of Directors approved the reimbursement to Montrovest of legal fees incurred by Montrovest in connection with the issuance of the $5.0 million LC for our benefit up to a total amount of CAD$75,000 (approximately $60,000 in U.S. dollars).

Cash Advance Agreements

In February 2009 and May 2009, we received $2.0 million and $3.0 million, respectively, in the form of cash advances from our controlling shareholder, Montrovest, to finance our working capital needs and for general corporate purposes. These advances and any interest thereon are subordinated to the indebtedness of our existing senior credit facilities and secured term loans and were convertible into a convertible debenture or Class A voting shares in the event of a private placement or, are repayable upon demand by Montrovest subject to the conditions stipulated in our senior credit facilities. These cash advances bore interest at an annual rate of 16%, net of any withholding taxes, representing an effective interest rate of approximately 17.8%. If converted into convertible debentures or Class A voting shares, a fee of 7% of the outstanding principal amount of the cash advance would have been paid to Montrovest. In June 2011, the cash advance agreements were amended and restated reducing the annual interest rate to 11%, net of any withholding taxes, representing an effective interest rate of approximately 12.2%, removing the requirement to pay a 7% fee to Montrovest upon conversion into convertible debentures or Class A voting shares and eliminating the convertibility of the cash advance into a convertible debenture or Class A voting shares in the event of a private placement. We also amended the management subordination agreement with Montrovest and our senior lenders, eliminating the payment of any success fee to Montrovest if we received net cash proceeds of $5 million or more related to an equity issuance. In addition, the amended and restated cash advance agreements required a one-time payment of an amendment fee of $75,000 in fiscal 2012. In August 2012, we repaid $3.5 million of these cash advances from the proceeds of our stock rights offering.

Consulting Services Agreement

On June 30, 2009, our Company’s Board of Directors approved our Company entering into a consulting services agreement with Gestofi S.A. (“Gestofi”) in accordance with our Company’s Code of Conduct relating to related party transactions. Under the agreement, Gestofi undertook to assign Mr. Niccolò Rossi di Montelera as the employee of Gestofi responsible for providing the consulting services. The consulting services relate to new product development, providing advice and assistance in strategic and business development projects, providing guidance in

relation to the implementation of the Company’s strategy and planning and such other services reasonably requested by our Chief Executive Officer or Chairman (collectively, the “Consulting Services”). The initial one-year term of the agreement began on August 1, 2009 and the agreement may be renewed for additional one-year terms. The agreement has been renewed yearly. The Consulting Services prior to June 2014, were provided to us for a fee of approximately Cdn$13,700 ($10,890 in U.S. dollars) per month less any applicable taxes plus out of pocket expenses. In June 2014, upon the renewal of the agreement for an additional one-year term, the monthly fee changed to 13,000 Swiss francs ($13,558 in U.S. dollars) per month. In June 2015, the agreement was renewed for an additional one-year term. In addition, in February 2015, our Board of Directors approved the payment of a fee of $12,500 to Gestofi for services it provided in connection with the issuance of the Montrovest LC for our benefit. Mr. Niccolò Rossi di Montelera is a member of our Company’s Board of Directors and the son of Dr. Lorenzo Rossi di Montelera, our Chairman and a director and chairman of the board of Gestofi.

Reimbursement Letter Agreement

In accordance with our Company’s Code of Conduct related to related party transactions, in April 2011, our Corporate Governance Committee and Board of Directors approved the reimbursement to Regaluxe S.r.l. of expenses, such as rent, communication, administrative support and analytical service costs, incurred in supporting the office of Dr. Lorenzo Rossi di Montelera, our Chairman, and of Mr. Niccolò Rossi di Montelera, the Chairman of our Executive Committee, for work performed on behalf of the Company, up to a yearly maximum of $250,000. The yearly maximum was increased to $260,000. This agreement has been renewed yearly and was renewed in February 2015 for an additional one year term. During fiscal 2015 and fiscal 2014, we paid $241,000 and $237,000, respectively, to Regaluxe S.r.l. under this agreement.

Distribution Agreement

In April 2011, our Corporate Governance Committee and Board of Directors approved the Company’s entering in a Wholesale and Distribution Agreement with Regaluxe S.r.l. Under the agreement, Regaluxe S.r.l. 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, we pay Regaluxe S.r.l. a net price for our products equivalent to the price, net of taxes, for the products paid by retailers to Regaluxe S.r.l. 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. The agreement has been renewed yearly and in February 2015 the agreement was renewed for an additional one year term. During fiscal 2015, we did not make any payments to Regaluxe S.r.l. under this agreement. In fiscal 2014, we paid approximately $1,000 to Regaluxe S.r.L.

Convertible Debenture

In August 2013, we executed $5.0 million convertible debenture agreements of which $4.8 million was with our controlling shareholder, Montrovest, convertible into Class A voting shares (the “Debentures”) which generated net proceeds after expenses of $4,861,000. The Debentures were sold in a private placement and had an annual interest rate of 6%, payable in the form of additional Class A voting shares at the time of conversion of the Debentures at the same conversion price as that of the Debentures. The Debentures provided the holders with the option to convert the Debentures before December 31, 2015 if a third party investor invested in the Company, on the same terms as the investment by a third party. In addition, the holders of the Debentures had the option, at any time prior to December 31, 2015, to convert the Debenture at a conversion price equal to the greater of:

(i)

$1.30;

(ii)

The market closing price on the last trading day prior to conversion; and

(iii)

The Company’s book value per share

If the Debentures were not converted prior to December 31, 2015, then the Debentures would automatically be converted on December 31, 2015 into Class A voting shares as a conversion price equal to the greater of:

(i)

$1.30;

(ii)

The market closing price on the last trading day prior to the conversion; and

(iii)

The Company’s book value per share.

The $5.0 million of Debentures were converted into 2,941,085 Class A voting shares at the end of August 2013 at an average price of $1.70 per share through which Montrovest received 2,828,634 shares of Class A voting shares of the Company.

Item 8.

Financial Information

Consolidated Financial Statements

See Item 18. “Financial Statements.”

Dividend Policy

For a discussion of our dividend policy, see Item 3. “Key Information—Dividends and Dividend Policy.”

Legal Proceedings

We are from time to time involved in litigation incident to the conduct of our business. Although such litigation is normally routine and incidental, it is possible that future litigation can result in large monetary awards for compensatory or punitive damages. We believe that no litigation that is currently pending or threatened will have a material adverse effect on our financial condition.

Significant Changes

No significant changes have occurred since the date of the annual financial statements included in this Annual Report.

Item 9.

The Offer and Listing

TRADING MARKET

Effective November 15, 2005, our Class A voting shares were listed and began to trade on the NYSE MKT and are currently trading under the symbol “BGI.” The following table sets forth, for all recently completed full financial years since we began trading on the NYSE MKT, the reported high and low sale prices for the Class A voting shares:


Birks Group Inc. Highest/Lowest Stock Price for the Five Most Recent Full Financial Years
Fiscal year	Highest		Lowest
2015	$	2.15	$	0.81
2014	$	2.50	$	0.68
2013	$	1.19	$	0.72
2012	$	1.71	$	0.90
2011	$	6.20	$	0.70

The following table sets forth, for each of the most recent six months, the reported high and low sale prices for the Class A voting shares:


Birks Group Inc. Highest/Lowest Stock Price for the Most Recent Six Months
Month	Highest		Lowest
June 2015 (through June 24, 2015)	$	1.34	$	1.00
May 2015	$	1.33	$	1.18
April 2015	$	1.34	$	1.00
March 2015	$	1.52	$	1.00
February 2015	$	1.47	$	1.15
January 2015	$	1.97	$	1.29
December 2014	$	2.15	$	1.28

The following table sets forth, for each quarter in fiscal 2015 and 2014 and any subsequent period, the reported high and low sale prices for the Class A voting shares:


Birks Group Inc. Highest/Lowest Stock Price for Each Quarter in fiscal 2015 and 2014 and Any Subsequent Period
Subsequent Period	Highest		Lowest
Quarter ended June 2015 (through June 24, 2015)	$	1.34	$	1.00
Fiscal 2015
Quarter ended March 2015	$	2.15	$	1.00
Quarter ended December 2014	$	1.85	$	0.81
Quarter ended September 2014	$	1.65	$	0.98
Quarter ended June 2014	$	1.27	$	1.08
Fiscal 2014
Quarter ended March 2014	$	1.75	$	1.07
Quarter ended December 2013	$	2.10	$	1.15
Quarter ended September 2013	$	2.50	$	1.05
Quarter ended June 2013	$	1.34	$	0.68

Item 10.

Additional Information

ARTICLES OF INCORPORATION AND BY-LAWS

Our Restated Articles of Incorporation, as amended, do not restrict the type of business that we may carry on. A copy of our Restated Articles of Incorporation were set out in the F-4 registration statement (File No. 333-126936) that was filed with the SEC on July 27, 2005 and subsequently amended on September 8, 2005, September 21, 2005 and September 29, 2005, and which we incorporate by reference. A copy of our By-law No. One is contained as an exhibit to the Form 20-F that we filed with the SEC on July 3, 2012, and which we incorporate by reference. Additionally, certain rights of our shareholders pursuant to our Restated Articles of Incorporation, our By-laws and the Canada Business Corporations Act were set out in the F-4 registration statement (File No. 333-126936) that was filed with the SEC on July 27, 2005, and which we incorporate by reference herein and we refer you to the headings therein entitled “Description of Birks Capital Stock” and “Comparison of Stockholder Rights.”

On April 19, 2012, our Board of Directors approved an amendment to our By-laws to, among other things, add the title and description of the Vice Chairman position, revise the declaration of dividends section of the By-laws, and add a banking and borrowing arrangements section to the bylaws. Under Canadian law, the amendment to our By-laws had to be ratified by the shareholders of the Company. At our 2012 Annual and Special Meeting of Shareholders, our shareholders ratified the amendment to our By-laws.

On September 12, 2013, at our Annual Meeting of Shareholders, our shareholders approved articles of amendment to our Restated Articles of Incorporation to change our corporate name to Birks Group Inc. A copy of the articles of amendment is filed with our Annual Report on Form 20-F filed with the SEC on July 25, 2014.

On September 24, 2014, at our Annual Meeting of Shareholders, our shareholders approved articles of amendment to our Restated Articles of Incorporation to allow our board of directors, at any time and from time to time, to issue preferred shares for an aggregate consideration to be received by the Company of up to five million Canadian dollars (CDN$5,000,000) which shall be subject to a 5% dividend limitation as contained in the Restated Articles of Incorporation. A copy of the articles of amendment is filed with this Annual Report on Form 20-F.

MATERIAL CONTRACTS

We have not entered into any material contract other than in the ordinary course of business and other than those described below or in Items 4, 5, 7 and 19 of this Annual Report on Form 20-F.

Employment Agreements

Jean-Christophe Bédos

On January 4, 2012, we entered into an employment agreement, or the “Agreement”, with Jean-Christophe Bédos, who succeeded Mr. Andruskevich as the President & Chief Executive Officer effective April 1, 2012, and prior to that was our Chief Operating Officer. The Agreement provides Mr. Bédos with a base salary of CDN$700,000 ($561,572 in U.S. dollars based on foreign exchange rates as of May 31, 2015), an annual cash bonus set at a minimum of CDN$282,500 ($226,635 in U.S. dollars based on foreign exchange rates as of May 31, 2015) for fiscal year ended March 30, 2013, of which CDN$141,250 was paid during fiscal 2012 and CDN$141,250 was paid in fiscal 2014, an annual target cash bonus of 85% of base salary based on achievement of a targeted level of performance and performance criteria set by the Company, an option to purchase 150,000 shares of the Company’s Class A voting shares which vested over three years and other health and retirement benefits. If Mr. Bédos is terminated without “cause” or resigns for “good reason,” as these terms are defined in the Agreement, the Agreement provides that Mr. Bédos will receive (i) any earned and accrued but unpaid base salary, (ii) up to 12 months of salary in lieu of further salary or severance payments, (iii) certain health benefits for up to twelve months, and (iv) his bonus through the date of termination. Mr. Bédos is prohibited from competing with us during his employment and for a period of twelve-months thereafter.

EXCHANGE CONTROLS

There are currently no laws, decrees, regulations or other legislation in Canada that restricts the export or import of capital or that affects the remittance of dividends, interest or other payments to non-resident holders of our securities other than withholding tax requirements. There is no limitation imposed by Canadian law or by our Restated Articles of Incorporation or our other organizational documents on the right of a non-resident of Canada to hold or vote our Class A voting shares, other than as provided in the North American Free Trade Agreement Implementation Act (Canada) and in the Investment Canada Act, as amended by the World Trade Organization Agreement Implementation Act.

The Investment Canada Act requires notification and, in certain cases, advance review and approval by the Government of Canada of the acquisition by a “non-Canadian” of “control of a Canadian business”, all as defined in the Investment Canada Act. Generally, the threshold for review will be higher in monetary terms, and in certain cases an exemption will apply, for an investor ultimately controlled by persons who are nationals of a WTO Member or have the right of permanent residence in relation thereto.

TAXATION

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF OWNING AND DISPOSING OF

BIRKS CLASS A VOTING SHARES

The following discussion is based on the U.S. Internal Revenue Code of 1986 (the Code), applicable Treasury regulations, administrative rulings and pronouncements and judicial decisions currently in effect, all of which could change. Any change, which may be retroactive, could result in U.S. federal income tax consequences different from those discussed below. The discussion is not binding on the Internal Revenue Service, and there can be no assurance that the Internal Revenue Service will not disagree with or challenge any of the conclusions described below.

Except where specifically noted, the discussion below does not address the effects of any state, local or non-U.S. tax laws (or other tax consequences such as estate or gift tax consequences). The discussion below relates to persons who hold Birks Group Class A voting shares as capital assets within the meaning of Section 1221 of the Code. The tax treatment of those persons may vary depending upon the holder’s particular situation, and some holders may be subject to special rules not discussed below. Those holders would include, for example:

•

banks, insurance companies, trustees and mutual funds;

•

tax-exempt organizations;

•

financial institutions;

•

pass-through entities and investors in pass-through entities;

•

traders in securities who elect to apply a mark-to-market method of accounting;

•

broker-dealers;

•

holders who are not U.S. Holders (as defined below);

•

persons whose “functional currency” is not the U.S. dollar;

•

holders who are subject to the alternative minimum tax; and

•

holders of Birks Group Class A voting shares who own 5% or more of either the total voting power or the total value of the outstanding Class A voting shares of Birks Group.

Holders should consult their own tax advisors concerning the U.S. federal income tax consequences of the ownership of Birks Group Class A voting shares in light of their particular situations, as well as any consequences arising under the laws of any other taxing jurisdiction.

As used in this document, the term “U.S. Holder” means a beneficial holder of Birks Group Class A voting shares that is (1) an individual who is a U.S. citizen or U.S. resident alien, (2) a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the U.S. or any political subdivision of the U.S., (3) an estate which is subject to U.S. federal income tax on its worldwide income regardless of its source or (4) a trust (x) that is subject to primary supervision of a court within the U.S. and the control of one or more U.S. persons as described in section 7701(a)(30) of the Code or (y) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If a partnership holds Birks Group Class A voting shares, the U.S. federal income tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partners of partnerships that hold Birks Group Class A voting shares should consult their tax advisors regarding the U.S. federal income tax consequences to them.

Dividends and Distributions

Subject to the passive foreign investment company (PFIC) rules discussed below, the gross amount of dividends paid to U.S. Holders of our Class A voting shares, including amounts withheld to reflect Canadian withholding taxes, will be treated as dividend income to these U.S. Holders, to the extent paid out of current or accumulated earnings and profits, as determined under U.S. federal income tax principles. This income will be includable in the gross income of a U.S. Holder on the day actually or constructively received by the U.S. Holder. Dividends generally will not be eligible for the dividends received deduction allowed to corporations upon the receipt of dividends distributed by U.S. corporations.

Subject to certain conditions and limitations, Canadian withholding taxes on dividends may be treated as foreign taxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on our Class A voting shares will be treated as income from sources outside the U.S. and generally will constitute “passive income.” Special rules apply to certain individuals whose foreign source income during the taxable year consists entirely of “qualified passive income” and whose creditable foreign taxes paid or accrued during the taxable year do not exceed $300 ($600 in the case of a joint return). U.S. Holders should consult their tax advisors to determine their eligibility to use foreign tax credits.

To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution first will be treated as a tax-free return of capital, causing a reduction in the adjusted basis of our Class A voting shares (thereby increasing the amount of gain, or decreasing the amount of loss, to be recognized by the U.S. Holder on a subsequent disposition of the Class A voting shares), and the balance in excess of adjusted basis will be taxed as capital gain recognized on a sale or exchange.

With respect to certain U.S. Holders who are not corporations, including individuals, certain dividends received from a qualified foreign corporation may be subject to reduced rates of taxation. A “qualified foreign corporation” includes a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States which the U.S. Treasury determines to be satisfactory for these purposes and which includes an exchange of information program. U.S. Treasury guidance indicates that the current income tax treaty between Canada and the U.S. meets these requirements, and we believe we are eligible for the benefits of that treaty. In addition, a foreign corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on shares that are readily tradable on an established securities market in the U.S. Our Class A voting shares, which are listed on the NYSE MKT, should be considered readily tradable on an established securities market in the U.S. Individuals that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of the trading status of our Class A voting shares. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. U.S. Holders should consult their own tax advisors regarding the application of these rules given their particular circumstances. The rules governing the foreign tax credit are complex. Certain U.S. Holders of our Class A voting shares may not be able to claim a foreign tax credit with respect to amounts withheld for Canadian withholding taxes. U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

Sale or Exchange of Class A Voting Shares

For U.S. federal income tax purposes, subject to the rules relating to PFICs described below, a U.S. Holder generally will recognize taxable gain or loss on any sale or exchange of our Class A voting shares in an amount equal to the difference between the amount realized for our Class A voting shares and the U.S. Holder’s tax basis in such shares. This gain or loss will be capital gain or loss and generally will be treated as U.S. source gain or loss. Long-term capital gains recognized by certain U.S. Holders who are not corporations, including individuals, generally will be subject to a maximum rate of U.S. federal income tax of currently 23.8%, which includes the 3.8% Medicare surtax imposed by Section 1411. The deductibility of capital losses is subject to limitations.

Passive Foreign Investment Company

We believe that our Class A voting shares should not be treated as stock of a PFIC for U.S. federal income tax purposes, and we expect to continue our operations in such a manner that we will not be a PFIC. In general, a company is considered a PFIC for any taxable year if either (i) at least 75% of its gross income is passive income or (ii) at least 50% of the value of its assets is attributable to assets that produce or are held for the production of passive income. The 50% of value test is based on the average of the value of our assets for each quarter during the taxable year. If we own at least 25% by value of another company’s stock, we will be treated, for purposes of the PFIC rules, as owning our proportionate share of the assets and receiving our proportionate share of income of the other company. Based on the nature of our income, assets and activities, and the manner in which we plan to operate our business in future years, we do not expect that we will be classified as a PFIC for any taxable year.

If, however, we are or become a PFIC, U.S. Holders could be subject to additional U.S. federal income taxes on gain recognized with respect to our Class A voting shares and on certain distributions, plus an interest charge on certain taxes treated as having been deferred by the U.S. Holder under the PFIC rules.

Backup Withholding and Information Reporting

In general, information reporting requirements will apply to dividends in respect of our Class A voting shares or the proceeds received on the sale, exchange, or redemption of our Class A voting shares paid within the United States (and in certain cases, outside of the U.S.) to U.S. Holders other than certain exempt recipients (such as corporations), and a 28% backup withholding tax may apply to these amounts if the U.S. Holder fails to provide an accurate taxpayer identification number, to report dividends required to be shown on its U.S. federal income tax returns or, in certain circumstances, to comply with applicable certification requirements. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a refund or credit against the U.S. Holder’s U.S. federal income tax liability, provided that the required information or appropriate claim for refund is furnished to the Internal Revenue Service.

MATERIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF OUR CLASS A VOTING SHARES

The following discussion is a summary of the material Canadian federal income tax considerations under the Income Tax Act (Canada) and the regulations thereunder (referred to in this Form 20-F as the “Canadian Tax Act”) of the ownership of our Class A voting shares, generally applicable to holders of our Class A voting shares who, for purposes of the Canadian Tax Act and at all relevant times, are not (and are not deemed to be) resident in Canada, hold our Class A voting shares as capital property, deal at arm’s length, and are not affiliated, with Birks Group, and who do not use or hold (and are not deemed to use or hold) Class A voting shares in connection with carrying on business or part of a business in Canada (referred to in this Form 20-F as “Non-resident Holders”). This discussion does not apply to holders that are insurers that carry on an insurance business in Canada and elsewhere or an “authorized foreign bank” (as defined under the Canadian Tax Act).

This summary is based upon the current provisions of the Canadian Tax Act, the current provisions of the Canada-United States Income Tax Convention, if applicable (referred to in this Form 20-F as the “Convention”), all specific proposals to amend the Canadian Tax Act publicly announced by the Minister of Finance of Canada prior to the date hereof (referred to in this Form 20-F as the “Tax Proposals”) and the current published administrative and assessing practices of the Canada Revenue Agency. This summary assumes that the Tax Proposals will be enacted substantially as proposed and does not otherwise take into account or anticipate any change in law or administrative and assessing practices, whether by legislative, governmental or judicial action, although no assurance can be given in these respects. This summary does not take into account or consider any provincial, territorial or foreign income tax legislation or considerations. For purposes of the Canadian Tax Act, all amounts relevant in computing a Non-resident Holder’s liability under the Canadian Tax Act must be computed in Canadian dollars. Amounts denominated in a currency other than Canadian dollars (including adjusted cost base and proceeds of disposition) must be converted into Canadian dollars based on the prevailing exchange rate at the relevant time.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to Non-resident Holders of our Class A voting shares. Accordingly, Non-resident Holders of our Class A voting shares should consult their own tax advisors with respect to their particular circumstances.

Dividends on Our Class A Voting Shares

Dividends paid or credited (or deemed to have been paid or credited) on our Class A voting shares to a Non-resident Holder will be subject to Canadian withholding tax of 25% of the gross amount of those dividends (subject to reduction in accordance with an applicable income tax convention between Canada and the Non-resident Holder’s country of residence). In the case of a Non-resident Holder who is a resident of the U.S. for purposes of the Convention, is entitled to the benefits of the Convention (referred to in this Form 20-F as a “U.S. Holder”) and is the beneficial owner of the dividend, the rate of withholding tax will generally be reduced to 15% or, if the Non-resident Holder is a corporation that owns at least 10% of our voting shares, to 5%.

Disposition of Our Class A Voting Shares

A Non-resident Holder will not be subject to tax under the Canadian Tax Act in respect of any capital gain realized by that Non-resident Holder on a disposition of a Class A voting share, unless the Class A voting share constitutes “taxable Canadian property” (as defined in the Canadian Tax Act) of the Non-resident Holder at the time of disposition and the Non-resident Holder is not entitled to relief under an applicable income tax convention between Canada and the Non-resident Holder’s country of residence. If at the time of such disposition the Class A voting shares are listed on a “designated stock exchange” (which includes the NYSE MKT), the Class A voting shares will generally not constitute taxable Canadian property of a Non-resident Holder unless (a) at any time during the 60-month period that ends at the time the Class A voting shares are disposed of, both (i) 25% or more of the issued shares of any class of the capital stock of the Corporation were owned by or belonged to one or any combination of the Non-resident Holder and persons with whom the Non-resident Holder did not deal at arm’s length, and (ii) more than 50% of the fair market value of the Class A voting shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource properties”, “timber resource properties” (as such terms are defined under the Canadian Tax Act) or options in respect of, interests in, or civil law rights in, any such properties, or (b) the Class A voting shares are otherwise deemed to be taxable Canadian property.

As long as Class A voting shares are listed on a “recognized stock exchange” (which includes the NYSE MKT), a Non-resident Holder who disposes of Class A voting shares that are taxable Canadian property will not be required to satisfy the obligations imposed under section 116 of the Canadian Tax Act.

DOCUMENTS ON DISPLAY

We file reports, including Annual Reports on Form 20-F, and other information with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. You may read and copy any materials filed with the SEC at the following location of the SEC, Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Filings we make electronically with the SEC are also available to the public on the Internet at the SEC’s website at http://www.sec.gov .

Item 11.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to various market risks. Market risk is the potential loss arising from adverse changes in market prices and rates. We have not entered into derivative or other financial instruments for trading or speculative purposes.

Interest Rate Risk

We are exposed to market risk from fluctuations in interest rates. Borrowing under the senior secured credit facilities and the term loans from Investissement Québec bear interest at floating rates, which are based on LIBOR or prime plus a fixed additional interest rate. As of March 28, 2015, we have not hedged these interest rate risks. As of March 28, 2015, we had approximately $106.1 million of floating-rate debt. Accordingly, our net income will be affected by changes in interest rates. Assuming a 100 basis point increase or decrease in the interest rate under our floating rate debt, our interest expense on an annualized basis would have increased or decreased, respectively, by approximately $1.1 million.

Currency Risk

While we report our financial results in U.S. dollars, a substantial portion of our sales are earned in Canadian dollars. For our operations located in Canada, non-Canadian currency transactions and assets and liabilities subject us to foreign currency risk. Conversely, for the operations located in the U.S., non-U.S. currency transactions and assets and liabilities subject us to foreign currency risk. For purposes of our financial reporting, our financial statements are reported in U.S. dollars by translating, where necessary, net sales and expenses from Canadian dollars at the average exchange rates prevailing during the period, while assets and liabilities are translated at year-end exchange rates, with the effect of such translation recorded in accumulated other comprehensive income. As a result, for purposes of our financial reporting, foreign exchange gains or losses recorded in earnings relate to non-Canadian dollar transactions of the operations located in Canada and non-U.S. dollar transactions of the operations located in the U.S. We expect to continue to report our financial results in U.S. dollars in accordance with U.S. GAAP. Consequently, our reported earnings could fluctuate materially as a result of foreign exchange translation gains or losses. To mitigate the impact of foreign exchange volatility on our earnings, from time to time we may enter into agreements to fix the exchange rate of U.S. dollars to Canadian dollars. For example, we may enter into agreements to fix the exchange rate to protect the principal and interest payments on our U.S. dollar denominated debt and other liabilities held in our Canadian operation. If we do so, we will not benefit from any increase in the value of the Canadian dollar compared to the U.S. dollar when these payments become due. As of March 28, 2015, we had not hedged these foreign exchange rate risks. As of March 28, 2015, we had approximately $2.8 million of net liabilities subject to foreign exchange rate risk related to changes in the exchange rate between the U.S. dollar and Canadian dollar, which would impact the level of our earnings if there were fluctuations in U.S. and Canadian dollar exchange rate. Assuming a 10 percent strengthening or weakening of the Canadian dollar in relationship to the U.S. dollar, as of March 28, 2015, our earnings would have increased or decreased, respectively, by approximately $0.3 million. This analysis does not consider the impact of fluctuations in U.S. and Canadian dollar exchange rates on the translation of Canadian dollar results into U.S. dollars. In addition to the impact on earnings, fluctuation between the U.S. and Canadian dollar exchange rates impacts the level of our borrowing availability under our senior secured revolving credit facility which is denominated in U.S. dollars. Assuming a 100 basis point strengthening or weakening of the Canadian dollar in relationship to the U.S. dollar, as of March 28, 2015, our borrowing availability would have increased or decreased, respectively, by approximately $107,000. Changes in the exchange rates of Canadian dollars to U.S. dollars could also impact our Canadian sales and gross margin if the Canadian dollar strengthens significantly and impacts our Canadian consumers’ behavior.

Commodity Risk

The nature of our operations results in exposure to fluctuations in commodity prices, specifically diamonds, platinum, gold and silver. We monitor prices and may decide, if appropriate, to utilize derivative financial instruments and physical delivery contracts to hedge our exposure to risks related to the change in gold prices. If we utilize derivative financial instruments, we would be exposed to credit-related losses in the event of non-performance by counter-parties to the financial instruments. In addition, if gold prices decrease below those levels specified in our various hedging agreements, we would lose the value of a decline in the price of gold which could have an equal effect on our cost of sales. However, such gains may not be realized in future periods and our hedging activities may result in losses, which could be material. No hedging contracts existed as of March 28, 2015. Our retail sales and gross margin could also be materially impacted if prices of diamonds, platinum, gold or silver rise so significantly that our consumers’ behavior changes or if price increases cannot be passed onto our customers.

Item 12.

Description of Securities Other than Equity Securities

Not applicable.

PART II

Item 13.

Defaults, Dividend Arrearages and Delinquencies

Not applicable.

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

Item 15.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosure. Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e), as of the end of the period covered by this Annual Report on Form 20-F. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 28, 2015, our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e), were effective.

Management’s Annual Report on Internal Control over Financial Reporting

Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the U.S. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to consolidated financial statements preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this Annual Report based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting. Based on that assessment, our Chief Executive Officer and Chief Financial Officer concluded that as of March 28, 2015, our internal control over financial reporting was effective.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal controls over financial reporting. As a non-accelerated filer, our report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only our report on internal controls over financial reporting in this Annual Report.

Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this Annual Report that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Item 16A.

Audit Committee Financial Expert

The Board of Directors determined that Frank Di Tomaso, an independent director, meets the requirements to be designated an “audit committee financial expert” as such term is defined by the SEC. See “Item 6. Directors, Senior Management and Employees—Board Practices.”

Item 16B.

Code of Ethics

We have adopted a code of ethics, within the meaning of this Item 16B of Form 20-F under the Exchange Act. Our code of ethics applies to our Chief Executive Officer, Chief Financial Officer, and Controller. Our code of ethics is available on our website at www.birksgroup.com . If we amend the provisions of our code of ethics that apply to our Chief Executive Officer, Chief Financial Officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our website at the same address.

Item 16C.

Principal Accountant Fees and Services

During fiscal 2015 and fiscal 2014, we retained KPMG LLP, our independent auditors, to provide services in the following categories and amounts:

Audit Fees

The aggregate fees billed by KPMG LLP for professional services rendered for the audit and interim review of our financial statements was Cdn$527,500 ($419,300 in U.S. dollars) in fiscal 2015 and Cdn$360,000 ($325,380 in U.S. dollars) in fiscal 2014.

Audit Related Fees

During fiscal 2015 and fiscal 2014, KPMG LLP did not provide audit related services.

Tax Fees

During fiscal 2015 and fiscal 2014, KPMG LLP provided tax advisory services for a total amount of Cdn$51,500 ($40,938 in U.S. dollars) and Cdn$59,500 ($53,778 in U.S. dollars), respectively.

All Other Fees

During fiscal 2015 and fiscal 2014, KPMG LLP did not provide other services.

Pre-Approval Policies and Procedures

The audit committee has established a pre-approval policy as described in Rule 2-01(c)(7)(i) of Regulation S-X. The audit committee approves in writing, in advance, any audit or non-audit services provided to Birks Group by the independent accountants that are not specifically disallowed by the Sarbanes-Oxley Act of 2002. None of the services described in the preceding three sections were approved by the audit committee pursuant to Rule 2-01(c)(7)(i)(C).

Item 16D.

Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not, nor did any affiliated purchaser, purchase any of our equity securities during fiscal 2015.

Item 16F.

Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G.

Corporate Governance

Our securities are listed on the NYSE MKT. There are no significant ways in which our corporate governance practices differ from those followed by domestic companies under the listing standards of that exchange except for proxy delivery requirements. The NYSE MKT requires the solicitation of proxies and delivery of proxy statements for all shareholder meetings, and requires that these proxies be solicited pursuant to a proxy statement that conforms to the proxy rules of the U.S. Securities and Exchange Commission. As a foreign private issuer, the Company is exempt from the proxy rules set forth in Sections 14(a), 14(b), 14(c) and 14(f) of the Act. The Company solicits proxies in accordance with applicable rules and regulations in Canada.

Item 16H.

Mine Safety Disclosure

Not applicable.

Item 17.

Financial Statements

Not applicable.

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.


Exhibit Number		Description of Document

1.1		Restated Articles of Incorporation, as amended, 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 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.

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 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 Birks Group Inc.’s Form 20-F filed with the SEC on July 25, 2014.

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 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.

4.3		Henry Birks & Sons Inc. Employee Stock Option Agreement, dated as of May 1, 1997, amended as of June 20, 2000. 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.

4.4		Henry Birks & Sons Inc., Form of Amended Stock Option Agreement under the 1997 Stock Option Plan. Incorporated by reference from Birks Group Inc.’s Schedule TO-1 filed with the SEC on March 18, 2010.

4.5		Lease Agreement between Birks and Anglo Canadian Investments SA, dated as of December 12, 2000. 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.


Exhibit Number		Description of Document

4.6		Lease Agreement between Mayors and Westpoint Business Park, Ltd dated September 13, 2004. Incorporated by reference from Birks Group Inc.’s Form 20-F filed with the SEC on July 19, 2006.

4.7		Diamond Supply Agreement between Prime Investments S.A. and Birks, dated as of August 15, 2002. 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.

4.8		Conditional Sale Agreement between Rosy Blue N.V. and Birks, dated as of August 15, 2002. 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.

4.9		Conditional Sale Agreement between Rosy Blue Inc. and Birks, dated as of August 15, 2002. 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.

4.10		Conditional Sale Agreement between Rosy Blue Sales Ltd. and Birks, dated as of August 15, 2002. 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.

4.11		Conditional Sale Agreement between Rosy Blue Hong Kong Ltd. and Birks, dated as of August 15, 2002. 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.

4.12		Conditional Sale Agreement between Rosy Blue Finance S.A. and Birks, dated as of August 15, 2002. 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.

4.13		Registration Rights Agreement between Birks and Prime Investments S.A., dated as of February 4, 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.

4.14		Employment Agreement between Michael Rabinovitch and Mayors, dated as of August 1, 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.

4.15		Form of Senior Management Long-Term Cash Incentive Plan. Incorporated by reference from the Birks Group Inc. Annual Report on Form 20-F filed with the SEC on June 18, 2007.


Exhibit Number		Description of Document

4.16		Employment Agreement between Miranda Melfi and Birks Group dated February 24, 2006. Incorporated by reference from Birks Group Inc.’s Form 20-F filed with the SEC on July 19, 2006.

4.17		Amended and Restated Management Consulting Services Agreement between Birks Group Inc. and Montrovest B.V., dated as of June 8, 2011. Incorporated by reference from the Birks Group Annual Report on Form 20-F filed with the SEC on July 8, 2011.

4.18		Mayor’s Jewelers, Inc., (f/k/a Jan Bell Marketing, Inc.) 1991 Stock Option Plan. Incorporated by reference from Birks Group Inc.’s Registration Statement on Form S-8 filed with the SEC on April 26, 2006.

4.19		Mayor’s Jewelers, Inc., Form of Amended Stock Option Agreement under the 1991 Stock Option Plan. Incorporated by reference from Birks Group Inc.’s Schedule TO-1 filed with the SEC on March 18, 2010.

4.20		Mayor’s Jewelers, Inc., 2004 Long-Term Incentive Plan. Incorporated by reference from Birks Group Inc.’s Registration Statement on Form S-8 filed with the SEC on April 26, 2006.

4.21		Birks Group Inc. 2006 Employee Stock Purchase Plan. Incorporated by reference from Birks Group Inc.’s Form 20-F filed with the SEC on July 19, 2006.

4.22		Birks Group Inc. Long-Term Incentive Plan. Incorporated by reference from Birks Group Inc.’s Form 20-F filed with the SEC on July 19, 2006.

4.23		Stock Option Agreement dated on or about April 23, 2004 between Birks Group Inc. and Dr. Lorenzo Rossi di Montelera. Incorporated by reference from Birks Group Inc.’s Form 20-F filed with the SEC on July 19, 2006.

4.24		Warrant Agreement dated November 14, 2005 between Mayor’s Jewelers, Inc. and Carlo Coda-Nunziante. Incorporated by reference from Birks Group Inc.’s Form 20-F filed with the SEC on July 19, 2006.

4.25		Warrant Agreement dated November 14, 2005 between Mayor’s Jewelers, Inc. and Joseph A. Keifer. Incorporated by reference from Birks Group Inc.’s Form 20-F filed with the SEC on July 19, 2006.

4.26		Warrant Agreement dated November 14, 2005 between Mayor’s Jewelers, Inc. and Marco Pasteris. Incorporated by reference from Birks Group Inc.’s Form 20-F filed with the SEC on July 19, 2006.

4.27		Amended and Restated Warrant Agreement dated November 14, 2005 between Mayor’s Jewelers, Inc. and Henry Birks & Sons Inc. Incorporated by reference from Birks Group Inc.’s Form 20-F filed with the SEC on July 19, 2006.

4.28		Amended and Restated Warrant Agreement dated November 14, 2005 between Mayor’s Jewelers, Inc. and Henry Birks & Sons Inc. Incorporated by reference from Birks Group Inc.’s Form 20-F filed with the SEC on July 19, 2006.

4.29		Amended and Restated Warrant Agreement dated November 14, 2005 between Mayor’s Jewelers, Inc. and Henry Birks & Sons Inc. Incorporated by reference from Birks Group Inc.’s Form 20-F filed with the SEC on July 19, 2006.

4.30		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.


Exhibit Number		Description of Document

4.31		Loan Agreement between Birks Group Inc. and Investissement Québec, dated January 26, 2009. Incorporated by reference from the Birks Group Inc. Annual Report on Form 20-F filed with the SEC on July 6, 2009.

4.32		Loan Agreement between Birks Group Inc. and Investissement Québec, dated February 20, 2009. Incorporated by reference from the Birks Group Inc. Annual Report on Form 20-F filed with the SEC on July 6, 2009.

4.33		Loan Agreement between Birks Group Inc. and Investissement Québec entered into on September 12, 2013. Incorporated by reference from the Birks Group Inc. Annual Report on Form 20-F filed with the SEC on July 25, 2014.

4.34*		Loan Agreement between Birks Group Inc. and Investissement Québec entered into on July 25, 2014.

4.35		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 Annual Report on Form 20-F filed with the SEC on July 8, 2011.

4.36*		Renewed and Amended Distribution Agreement between Birks Group Inc., Mayor’s Jewelers, Inc. and Damiani International B.V., dated as of October 3, 2014.+

4.37		Second Amended and Restated Revolving Credit and Security Agreement, among Birks Group Inc., Mayor’s Jewelers, Inc. Certain Financial Institutions, as Lenders, Bank of America, N.A., as Administrative Agent, Bank of America, N.A. (acting through its Canada branch) as Canadian Agent, Bank of America, N.A. and Wells Fargo Bank, National Association, as Co-Collateral Agents with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Capital Finance, LLC, as Co-Lead Arrangers and Co-Book Managers, dated as of June 8, 2011 (the “Revolver Agreement”). Incorporated by reference from the Birks Group Annual Report on Form 20-F filed with the SEC on July 8, 2011.

4.38		Master Lease Agreement dated as of June 21, 2013, among Varilease Finance, Inc., Mayor’s Jewelers of Florida, Inc. and Mayor’s Jewelers Inc. Incorporated by reference from Birks Group Form 6-K filed with the SEC on September 3, 2013.

4.39		Convertible Debenture Agreement, dated August 16, 2013, between Montrovest B.V. and Birks Group. Incorporated by reference from Birks Group Form 6-K filed with the SEC on September 3, 2013.

4.40		Convertible Debenture Agreement, dated August 23, 2013, between Rhino 66 and Birks Group. Incorporated by reference from Birks Group Form 6-K filed with the SEC on September 3, 2013.

4.41		First Amendment to Second Amended and Restated Revolving Credit and Security Agreement dated August 22, 2013. Incorporated by reference from Birks Group Form 6-K filed with the SEC on September 3, 2013.

4.42		Second Amendment to Second Amended and Restated Revolving Credit and Security Agreement dated May 12, 2014. Incorporated by reference from Birks Group Form 6-K filed with the SEC on June 19, 2014.

4.43		Third Amendment to Second Amended and Restated Revolving Credit and Security Agreement dated June 10, 2014. Incorporated by reference from Birks Group Form 6-K filed with the SEC on June 19, 2014.


Exhibit Number		Description of Document

4.44		Letter Agreement between Mayor’s Jewelers and Thomas A. Andruskevich, dated November 14, 2005. Incorporated by reference from the Birks Group Registration Statement on Form F-3 filed with the SEC on March 25, 2011.

4.45		Letter Agreement between Mayor’s Jewelers and Filippo Recami, dated November 14, 2005. Incorporated by reference from the Birks Group Registration Statement on Form F-3 filed with the SEC on March 25, 2011.

4.46		Letter Agreement between Mayor’s Jewelers and Joseph Keifer, dated November 14, 2005. Incorporated by reference from the Birks Group Registration Statement on Form F-3 filed with the SEC on March 25, 2011.

4.47		Letter Agreement between Mayor’s Jewelers and Marco Pasteris, dated November 14, 2005. Incorporated by reference from the Birks Group Registration Statement on Form F-3 filed with the SEC on March 25, 2011.

4.48		Letter Agreement between Mayor’s Jewelers and Carlo Coda-Nuziante, dated November 14, 2005. Incorporated by reference from the Birks Group Registration Statement on Form F-3 filed with the SEC on March 25, 2011.

4.49		Employment Agreement between Birks Group Inc. and Jean-Christophe Bédos, dated January 4, 2012. Incorporated by reference from the Birks Group Registration Statement on Form F-1 filed with the SEC on April 27, 2012.

4.50*		Amendment Letter to Employment Agreement between Birks Group Inc. and Jean-Christophe Bédos dated April 18, 2013.

4.51		Employment Agreement between Birks Group Inc. and Pasquale (Pat) Di Lillo, dated October 30, 2014. Incorporated by reference from the Birks Group Form 6-K filed with the SEC on November 11, 2014.

4.52*		Fourth Amendment to Second Amended and Restated Revolving Credit and Security Agreement dated as of July 25, 2014.

4.53		Fifth Amendment to Second Amended and Restated Revolving Credit and Security Agreement, dated as of November 21, 2014. Incorporated by reference from Birks Group Form 6-K filed with the SEC on November 26, 2014.

4.54		Third Amended and Restated Term Loan and Security Agreement dated November 21, 2014. Incorporated by reference from Birks Group Form 6-K filed with the SEC on November 26, 2014

4.55		Sixth Amendment to Second Amended and Restated Revolving Credit and Security Agreement and Amendment to Fourth Amendment, dated as of March 19, 2015. Incorporated by reference from Birks Group Form 6-K filed with the SEC on March 20, 2015.

4.56		First Amendment to Third Amended and Restated Term Loan and Security Agreement dated March 19, 2015. Incorporated by reference from Birks Group Form 6-K filed with the SEC on March 20, 2015.

4.57		Canadian Offering Memorandum, dated as of April 27, 2012. Incorporated by reference from the Birks Group Registration Statement on Form F-1 filed with the SEC on April 27, 2012.


Exhibit Number		Description of Document

4.58		Form of Subscription Rights Certificate. Incorporated by reference from the Birks Group Registration Statement on Form F-1 filed with the SEC on May 24, 2012.

8.1*		Subsidiaries of Birks Group Inc.

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 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.

101.INS*		XBRL Instance Document*

101.SCH*		XBRL Taxonomy Extension Schema Document*

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document*

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document*

*	Filed herewith.

+	Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.

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 Annual Report on its behalf.

INDEX TO FINANCIAL STATEMENTS


	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of March 28, 2015 and March 29, 2014		F-3
Consolidated Statements of Operations for the Fiscal Years Ended March 28, 2015, March 29, 2014 and March 30, 2013		F-4
Consolidated Statements of Comprehensive (Loss) Income for the Fiscal Years Ended March 28, 2015, March 29, 2014 and March 30, 2013		F-5
Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended March 28, 2015, March 29, 2014 and March 30, 2013		F-6
Consolidated Statements of Cash Flows for the Fiscal Years Ended March 28, 2015, March 29, 2014 and March 30, 2013		F-7
Notes to Consolidated Financial Statements		F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Birks Group Inc.

We have audited the accompanying consolidated balance sheets of Birks Group Inc. as of March 28, 2015 and March 29, 2014 and the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity and cash flows for the years ended March 28, 2015, March 29, 2014 and March 30, 2013. These consolidated financial statements are the responsibility of Birks Group Inc.’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Birks Group Inc. as of March 28, 2015 and March 29, 2014 and its consolidated results of operations and its consolidated cash flows for the years ended March 28, 2015, March 29, 2014 and March 30, 2013 in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP*

June 26, 2015

Montréal, Canada


*CPA auditor, CA, public accountancy permit No. A120220				KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP

F-2

BIRKS GROUP INC.

Consolidated Balance Sheets


	As of
	March 28, 2015			March 29, 2014
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	2,356		$	2,328
Accounts receivable		7,696			7,334
Inventories		135,739			144,644
Prepaids and other current assets		2,232			2,360

Total current assets		148,023			156,666
Property and equipment		28,544			30,923
Intangible assets		917			1,063
Other assets		2,720			1,842

Total non-current assets		32,181			33,828

Total assets	$	180,204		$	190,494

Liabilities and Stockholders’ Equity
Current liabilities:
Bank indebtedness	$	64,347		$	73,941
Accounts payable		44,740			36,921
Accrued liabilities		8,079			7,963
Current portion of long-term debt		4,745			4,537

Total current liabilities		121,911			123,362
Long-term debt		52,039			50,213
Other long-term liabilities		3,431			3,297

Total long-term liabilities		55,470			53,510
Commitments and Contingencies
Stockholders’ equity:
Class A common stock – no par value, unlimited shares authorized, issued and outstanding 10,242,911 and 10,131,539, respectively		30,988			30,862
Class B common stock – no par value, unlimited shares authorized, issued and outstanding 7,717,970		38,613			38,613
Preferred stock – no par value, unlimited shares authorized, none issued		—			—
Additional paid-in capital		16,107			16,041
Accumulated deficit		(84,287	)		(75,655	)
Accumulated other comprehensive income		1,402			3,761

Total stockholders’ equity		2,823			13,622

Total liabilities and stockholders’ equity	$	180,204		$	190,494

See accompanying notes to consolidated financial statements


On behalf of the Board of Directors:

/s/ Jean-Christophe Bédos				/s/ Frank Di Tomaso
Jean-Christophe Bédos, Director				Frank Di Tomaso, Director

F-3

BIRKS GROUP INC.

Consolidated Statements of Operations


	Fiscal Year Ended
	March 28, 2015			March 29, 2014			March 30, 2013
	(In thousands, except per share amounts)
Net sales	$	301,637		$	281,165		$	292,759
Cost of sales		183,832			166,498			166,585

Gross profit		117,805			114,667			126,174
Selling, general and administrative expenses		103,735			105,512			110,806
Restructuring charges		2,604			—			—
Depreciation and amortization		5,932			5,426			4,563
Impairment of long-lived assets		238			—			—

Total operating expenses		112,509			110,938			115,369

Operating income		5,296			3,729			10,805
Interest and other financing costs		11,285			9,512			9,272
Debt extinguishment charges		2,643			—			—

(Loss) income before income taxes		(8,632	)		(5,783	)		1,533
Income tax expense		—			18			20

Net (loss) income	$	(8,632	)	$	(5,801	)	$	1,513

Weighted average common shares outstanding:
Basic		17,937			16,617			13,538
Diluted		17,937			16,617			13,544
Net (loss) income per share:
Basic	$	(0.48	)	$	(0.35	)	$	0.11
Diluted	$	(0.48	)	$	(0.35	)	$	0.11

See accompanying notes to consolidated financial statements.

F-4

BIRKS GROUP INC.

Consolidated Statements of Comprehensive (Loss) Income


	Fiscal Year Ended
	March 28, 2015			March 29, 2014			March 30, 2013
	(In thousands, except per share amounts)
Net (loss) income	$	(8,632	)	$	(5,801	)	$	1,513
Other comprehensive loss:
Foreign currency translation adjustments (1)		(2,359	)		(2,006	)		(501	)

Total comprehensive (loss) income	$	(10,991	)	$	(7,807	)	$	1,012

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

See accompanying notes to consolidated financial statements.

F-5

BIRKS GROUP INC.

Consolidated Statements of Stockholders’ Equity

(In thousands of dollars except shares amounts)


	Voting common stock outstanding		Voting common stock		Additional paid-in capital			Accumulated deficit			Accumulated other comprehensive income (loss)			Total
Balance at March 31, 2012		11,391,585	$	60,896	$	15,831		$	(71,367	)	$	6,268		$	11,628
Net income		—		—		—			1,513			—			1,513
Cumulative translation adjustment (1)		—		—		—			—			(501	)		(501	)

Total comprehensive income		—		—		—			—			—			1,012
Compensation expense resulting from stock options granted to Management		—		—		118			—			—			118
Issuance of Class A shares for stock rights offering, net of taxes of $0		3,442,026		3,593		—			—			—			3,593

Balance at March 30, 2013		14,833,611	$	64,489	$	15,949		$	(69,854	)	$	5,767		$	16,351
Net loss		—		—		—			(5,801	)		—			(5,801	)
Cumulative translation adjustment (1)		—		—		—			—			(2,006	)		(2,006	)

Total comprehensive loss		—		—		—			—			—			(7,807	)
Compensation expense resulting from stock options granted to Management		—		—		143			—			—			143
Exercise of stock options		74,813		125		(51	)		—			—			74
Issuance of Class A shares for private placement, net of taxes of $0		2,941,085		4,861		—			—			—			4,861

Balance at March 29, 2014		17,849,509	$	69,475	$	16,041		$	(75,655	)	$	3,761		$	13,622
Net loss		—		—		—			(8,632	)		—			(8,632	)
Cumulative translation adjustment (1)		—		—		—			—			(2,359	)		(2,359	)

Total comprehensive loss		—		—		—			—			—			(10,991	)
Compensation expense resulting from stock options granted to Management		—		—		76			—			—			76
Exercise of stock options		111,372		126		(10	)		—			—			116

Balance at March 28, 2015		17,960,881	$	69,601	$	16,107		$	(84,287	)	$	1,402		$	2,823

(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-6

BIRKS GROUP INC.

Consolidated Statements of Cash Flows


	Fiscal Year Ended
	March 28, 2015			March 29, 2014			March 30, 2013
	(In thousands)
Cash flows from (used in) operating activities:
Net (loss) income	$	(8,632	)	$	(5,801	)	$	1,513
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		5,991			5,523			4,771
Impairment of long-lived assets		238			—			—
Amortization of debt costs		724			555			706
Debt extinguishment charges		2,643			—			—
Other operating activities, net		342			316			93
(Increase) decrease in:
Accounts receivable		(1,515	)		(1,753	)		401
Inventories		(750	)		(14,470	)		5,225
Prepaids and other current assets		(552	)		(18	)		(300	)
Increase (decrease) in:
Accounts payable		11,039			(3,138	)		(2,212	)
Accrued liabilities and other long-term liabilities		1,072			(331	)		(4,021	)

Net cash provided by (used in) operating activities		10,600			(19,117	)		6,176

Cash flows (used in) from investing activities:
Additions to property and equipment		(6,277	)		(6,595	)		(6,254	)
Proceeds from sale of assets held for sale		—			—			60
Other investing activities, net		(48	)		(253	)		(84	)

Net cash used in investing activities		(6,325	)		(6,848	)		(6,278	)

Cash flows (used in) provided by financing activities:
(Decrease) Increase in bank indebtedness		(4,821	)		9,819			6,159
Repayment of obligations under capital leases		(2,003	)		(1,024	)		(2,406	)
Proceeds from capital lease funding		1,000			—			—
Proceeds from stock rights offering, net of costs		—			—			3,593
Proceeds from private placement, net of costs		—			4,861			—
Proceeds from stock option exercise		116			74			—
Payment of deferred financing fees and costs		(4,019	)		(891	)		—
Repayment of long-term debt		(1,144	)		(3,017	)		(6,481	)
Increase in long-term debt		6,828			14,828			—
Other financing activities		(14	)		(21	)		(27	)

Net cash (used in) provided by financing activities		(4,057	)		24,629			838
Effect of exchange rate on cash		(190	)		(162	)		(37	)

Net increase (decrease) in cash and cash equivalents		28			(1,498	)		699
Cash and cash equivalents, beginning of year		2,328			3,826			3,127

Cash and cash equivalents, end of year	$	2,356		$	2,328		$	3,826

Supplemental disclosure of cash flow information:
Interest paid	$	9,100		$	8,525		$	8,261
Non-cash transactions:
Property and equipment additions acquired through capital leases	$	—		$	4,055		$	160
Property and equipment additions included in accounts payable and accrued liabilities	$	580		$	742		$	732
Conversion of debentures into Class A voting shares	$	—		$	4,861		$	—

See accompanying notes to consolidated financial statements.

F-7

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

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, manufacture and retail sale of prestige jewelry, timepieces and giftware. 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 years ended March 28, 2015 and March 29, 2014 and March 30, 2013 include 52 weeks.

1.	Basis of presentation:

These consolidated financial statements, which include the accounts of the Canadian parent company Birks Group and its wholly-owned subsidiary, Mayor’s Jewelers, Inc. (“Mayors”), are reported in U.S. dollars and 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 assessing the valuation of inventories, accounts receivable, deferred tax assets, the recoverability of long-lived assets and the substantial doubt assessment of the going concern assumption. 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.

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’s ability to fund its operations and meet its cash flow requirements is dependent upon its ability to maintain specified excess availability levels under its senior secured revolving credit facilities as described in note 6.

Under the terms of the amendments to the senior secured credit facilities which were agreed to during the fiscal year ended March 28, 2015, the Company is required to finalize and complete a recapitalization transaction by January 2016, which includes, but is not limited to, the closing of permanent financing, equity infusion and/or restructuring acceptable to the lenders (“Recapitalization Transaction”). If the Company does not complete the Recapitalization Transaction, then an additional reserve of up to $2.5 million may be established by the lenders reducing availability under the senior secured credit facilities. There have been no monetary thresholds established by the lenders for the Recapitalization Transaction and although the Company is actively engaged in developing the Recapitalization Transaction, it currently does not have any commitments for financing in connection with the Recapitalization Transaction. Any Recapitalization Transaction will need to be reviewed and approved by the Company’s Board of Directors and its lenders. The successful completion of the Recapitalization Transaction is not within the Company’s control. In addition, the Company agreed, as part of the November 2014 amendments to its senior secured credit facilities that it must meet certain minimum adjusted EBITDA levels (calculated on a twelve-month rolling basis as defined in the agreements) if the Company’s availability under its senior secured revolving credit facility is below $8.0 million for any five consecutive days. Failure to meet the minimum adjusted EBITDA covenant in the event that availability falls below $8.0 million as described above is considered an event of default, that could result in the outstanding balances borrowed under the Company’s senior secured term loan and senior secured revolving credit facility becoming due immediately.

In addition, our senior secured revolving credit facility administrative agent may impose, at any time, discretionary reserves, which would lower the level of borrowing availability under our senior secured

F-8

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

revolving credit facility (customary for asset-based loans) at their reasonable discretion to: i) ensure that we maintain adequate liquidity for the operation of our business, ii) cover any deterioration in the amount or 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 our senior secured revolving credit facility administrative agent may impose at its reasonable discretion.

The Company incurred a net loss of $8.6 million in fiscal 2015 and a net loss of $5.8 million in fiscal 2014 and negative cash flow from operating activities of $19.1 million in fiscal 2014. Maintenance of sufficient availability of funding through an adequate amount of committed financing is necessary for us to fund our day-to-day operations. Our ability to make scheduled payments of principal, or to pay the interest or additional interest, if any, or to fund planned capital expenditures and store operations will depend on our ability to maintain adequate levels of available borrowing and our 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 our control. Due to the impact of the Company’s financial performance in fiscal 2015 and fiscal 2014 and the level of capital expenditures requirements related to renewing store leases mostly in Canada over the next two fiscal years, there is a possibility that its existing cash, cash generated from operations and funds available under its credit agreements could be insufficient to fund its future operations, including capital expenditures, or repay debt when it becomes due.

As a result of the above, the Company will need to raise additional funds through public or private equity or debt financing, including funding from governmental sources, which may not be possible as the success of raising additional funds is beyond the Company’s control. The majority shareholder is not bound to provide this financing. 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 or at all, which may have a material adverse impact on its business, including its ability to continue as a going concern.

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. This determination, however, could be impacted by future economic, financial and competitive factors, as well as other future events that are beyond the Company’s control. If any of these factors or events result in operating performance being significantly lower than currently forecasted or if the Company’s senior lenders impose additional restrictions on its ability to borrow on the Company’s collateral or if the Company does not maintain positive excess availability under its senior secured revolving credit facilities which is an event of default and the lenders have the right to demand repayment of balances owed under these credit facilities, there could be significant uncertainty about the Company’s ability to continue as a going-concern, and its capacity to realize the carrying value of its assets and repay its existing and future obligations as they generally become due without obtaining additional financing which may not be available as explained above. These financial statements do not reflect adjustments that would be necessary if the going concern assumption was not appropriate.

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. 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 accrued liabilities on the balance sheet. Based on historical redemption rates, a portion of gift certificates and store credits, not subject to unclaimed property laws, are recorded as income. Gift certificates and store credits outstanding and subject to unclaimed property laws are maintained as accrued liabilities until remitted in accordance with local ordinances.

F-9

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

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.

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

Revenue related to the Company’s purchases of gold and other precious metals from our customers are recognized when the Company delivers the goods, and receives and accepts an offer from a refiner to purchase the gold and other precious metal.

(b)	Cost of sales:

Cost of sales includes direct inbound freight and duties, direct labor related to repair services, design and creative, the jewelry studio, 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. Purchase discounts are recorded as a reduction of inventory cost and are recorded to cost of sales as the items are sold. 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. Other vendor allowances, primarily related to the achievement of certain milestones, are infrequent and insignificant and are recognized upon achievement of the specified milestone in cost of sales. Included in cost of sales is depreciation related to manufacturing machinery, equipment and facilities of $59,000, $97,000 and $208,000 for the years ended March 28, 2015, March 29, 2014 and March 30, 2013, respectively.

(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 balance 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 $1.7 million and $1.5 million at March 28, 2015 and March 29, 2014, respectively.

(d)	Accounts receivable:

Accounts receivable arise primarily from customers’ use of the Mayors credit card and sales to Birks Group corporate customers. Several installment sales plans are offered to the Mayors credit card holders which vary as to repayment terms and finance charges assessed. Finance charges on Mayors’ consumer credit receivables, when applicable, accrue at rates ranging from 2.9% to 18% per annum. Finance charges on Mayors consumer credit accounts are not significant. The Company maintains allowances for doubtful accounts 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 is determined based on a combination of factors including, but not limited to, the length of time that the receivables are past due, the Company’s knowledge of

F-10

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

the customer, economic and market conditions and historical write-off experiences. 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 put on nonaccrual status and may be 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 doubtful accounts, 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.

(e)	Inventories:

Retail inventories and inventories of raw materials are valued at the lower of average cost or market. Inventories of work in progress and Company manufactured finished goods are valued at the lower of average cost (which includes material, labor and overhead costs) or market. The Company records provisions for lower of cost or market, damaged goods, and slow-moving inventory. The cost of inbound freight and duties are included in the carrying value of the inventories.

The allowance 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 factories and distribution centers. The shrink rate from the most recent physical inventory, in combination with historical experience, is the basis for providing a shrink allowance. Inventory is written down for estimated slow moving inventory equal to the difference between the cost of inventory and the estimated market value based on assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

(f)	Property and equipment:

Property and equipment are recorded at cost. 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
Buildings		Lesser of term of the lease or the economic life
Leasehold improvements		Lesser of term of the lease or the economic life
Software and electronic equipment		3 - 5 years
Molds		2 – 5 years
Furniture and fixtures		5 - 8 years
Equipment and vehicles		3 - 8 years

F-11

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

(g)	Intangible assets:

Trademarks and tradenames are amortized using the straight-line method over a period of 15 to 20 years. The Company had $1.8 million and $1.9 million of intangible assets at March 28, 2015 and March 29, 2014, respectively. The Company had $0.9 million and $0.8 million of accumulated amortization of intangibles at March 28, 2015 and March 29, 2014, respectively.

(h)	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 included in other assets in the accompanying consolidated balance sheets.

(i)	Warranty accrual:

The Company generally provides warranties on its jewelry and watches for periods extending up to three years and has a battery replacement policy for its private label watches. The Company accrues a liability based on its historical repair costs for such warranties.

(j)	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 9(a)).

(k)	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. (Losses) gains on foreign exchange of ($0.4) million, ($0.2) million and $0.1 million were recorded in cost of goods sold for the years ended March 28, 2015, March 29, 2014 and March 30, 2013, respectively and $0.5 million, $0.3 million and $0.2 million of losses on foreign exchange were recorded in interest and other financial costs related to U.S. dollar denominated debt of the Company’s Canadian operations for the years ended March 28, 2015, March 29, 2014 and March 30, 2013, respectively.

Birks Group’s Canadian operations’ functional currency is the Canadian dollar while the reporting currency of the Company is the U.S. dollar. The assets and liabilities denominated in Canadian dollars are translated for reporting purposes at exchange rates in effect at the balance sheet dates. Revenue and expense items are translated at average exchange rates prevailing during the periods. The resulting gains and losses are accumulated in other comprehensive income.

(l)	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

F-12

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

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. During fiscal 2015, the Company recorded impairment charges on long-lived assets of $0.2 million associated with a Canadian Birks retail shop-n-shop location due to the projected operating performance of the location and a software impairment associated with a decision to abandon a software project. No impairment charge was required in fiscal 2014 and 2013.

(m)	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. However, certain expenses such as those related to catalogs are expensed at the time such catalogs are shipped to recipients. 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 $2.9 million, $2.6 million and $2.9 million for each of the years ended March 28, 2015, March 29, 2014 and March 30, 2013, respectively. Advertising and marketing expense, net of vendor cooperative advertising allowances, amounted to $9.5 million, $11.0 million and $10.8 million in the years ended March 28, 2015, March 29, 2014 and March 30, 2013, respectively.

(n)	Restructuring charges:

Restructuring charges consist of exit costs and other costs associated with the reorganization of the Company’s operations, including the consolidation of most of the Company’s administrative workforce from its regional office in Tamarac, Florida to its Montreal corporate head office. Restructuring charges include severance and stay bonuses for employees being terminated, sublease costs and related losses recognized related to the abandonment of a portion of the Company’s Tamarac facilities and other costs related to the transition of administrative positions to Montreal including employee recruitment costs, temporary duplication of salaries related to the transition and travel and relocation costs. Costs associated with restructuring activities are recorded when the liability is incurred or when such costs are deemed probable and estimable and represent the Company’s best estimate.

(o)	Pre-opening expenses:

Pre-opening expenses related to the opening of new and relocated stores are expensed in the period incurred.

(p)	Operating leases:

All material lessor incentive amounts on operating leases are deferred and amortized as a reduction of rent expense over the term of the lease. Rent expense is recorded on a straight-line basis, which takes into effect any rent escalations, rent holidays and fixturing periods. Lease terms are from the inception of the fixturing period until the end of the initial lease term and generally exclude renewal periods. However, renewal periods would be included in instances in which the exercise of the renewal period option would be reasonably assured and failure to exercise such option would result in an economic penalty. Contingent rent payments vary by lease, are based on a percentage of revenue above a predetermined sales level and are expensed when it becomes probable the sales levels will be achieved. This level is different for each location and includes and excludes various types of sales.

(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, warrants and equity settled stock appreciation rights.

F-13

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

The following table sets forth the computation of basic and diluted earnings per common share for the years ended March 28, 2015, March 29, 2014 and March 30, 2013:


	Fiscal Year Ended
	March 28, 2015			March 29, 2014			March 30, 2013
	(In thousands, except per share data)
Basic (loss) income per common share computation:
Numerator:
Net (loss) income	$	(8,632	)	$	(5,801	)	$	1,513
Denominator:
Weighted-average common shares outstanding		17,937			16,617			13,538
(Loss) income per common share	$	(0.48	)	$	(0.35	)	$	0.11
Diluted (loss) income per common share computation:
Numerator:
Net (loss) income	$	(8,632	)	$	(5,801	)	$	1,513
Denominator:
Weighted-average common shares outstanding		17,937			16,617			13,538
Dilutive effect of stock options, warrants and stock appreciation rights (SARs)		—			—			6

Weighted-average common shares outstanding – diluted		17,937			16,617			13,544
Diluted (loss) income per common share	$	(0.48	)	$	(0.35	)	$	0.11

For the year ended March 28, 2015, the effect from the assumed exercise of 442,088 Class A voting shares underlying outstanding stock options and 382,693 Class A voting shares underlying outstanding warrants were excluded from the computation of diluted earnings per share due to their antidilutive effect. For the year ended March 29, 2014, the effect from the assumed exercise of 668,421 Class A voting shares underlying outstanding stock options, 4,347 stock appreciation rights and 382,693 Class A voting shares underlying outstanding warrants were excluded from the computation of diluted earnings per share due to their antidilutive effect. For the year ended March 30, 2013, the effect from the assumed exercise of 232,821 Class A voting shares underlying outstanding stock options and 382,693 Class A voting shares underlying outstanding warrants were excluded from the computation of diluted earnings per share due to their antidilutive effect.

(r)	Commodity and currency risk:

The Company has exposure to market risk related to gold, silver, platinum and diamond purchases and foreign exchange risk. The Company may periodically enter into gold futures contracts to economically hedge a portion of these risks. During the years ended and as of March 28, 2015 and March 29, 2014, there were no such contracts outstanding.

(s)	Recent Accounting Pronouncements

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which updates the criteria for reporting discontinued operations and enhance related

F-14

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

disclosures. Under the new guidance, only disposals that have a major effect through a strategic shift on an organization’s operations and financial results should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures that will provide financial statement users with more information about the assets, liabilities, income and expenses of discontinued operations. The guidance is effective for the Company’s fiscal year beginning March 29, 2015.

In 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In April 2015, the FASB voted to defer the effective date of this ASU for one year and accordingly, this new standard would be effective for the Company’s fiscal year beginning April 1, 2018. Early application is currently not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern . The objective of this ASU is to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and provide related disclosures. Currently, GAAP does not provide guidance to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern. This ASU provides guidance to an organization’s management, with principles and definitions to reduce diversity in the timing and content of financial statement disclosures commonly provided by organizations. ASU 2014-15 is effective for periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. The Company has not yet assessed the impact of adopting this standard.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. Upon adoption, the Company will apply the new guidance on a retrospective basis and adjust the balance sheet of each individual period presented to reflect the period-specific effects of applying the new guidance. This guidance is effective for the Company beginning March 29, 2015. The new guidance will only affect the balance sheet presentation for the Company.

3.	Accounts receivable:

Accounts receivable at March 28, 2015 and March 29, 2014 consist of the following:


	As of
	March 28, 2015		March 29, 2014
	(In thousands)
Customer trade receivables	$	5,384	$	5,777
Other receivables		2,312		1,557

	$	7,696	$	7,334

Included in customer trade receivables as of March 28, 2015 and March 29, 2014, was $0.3 million and $0.2 million, respectively, of net trade receivables on nonaccrual status.

F-15

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

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


Balance March 31, 2012	$	2,465
Reduction in provision recorded		(23	)
Net write-offs		(333	)

Balance March 30, 2013		2,109
Reduction in provision recorded		(7	)
Net write-offs		(296	)

Balance March 29, 2014		1,806
Additional provision recorded		613
Net write-offs		(160	)

Balance March 28, 2015	$	2,259

Certain sales plans relating to customers’ use of Mayors credit cards provide for revolving lines of credit and/or installment plans under which the payment terms exceed one year. These receivables, amounting to approximately $4.1 million and $2.7 million at March 28, 2015 and March 29, 2014, respectively, are included in customer trade receivables.

4.	Inventories:

Inventories are summarized as follows:


	As of
	March 28, 2015		March 29, 2014
	(In thousands)
Raw materials	$	5,587	$	3,914
Work in progress		84		541
Retail inventories and manufactured finished goods		130,068		140,189

	$	135,739	$	144,644

Continuity of the obsolescence reserve for inventory is as follows (in thousands):


Balance March 31, 2012	$	4,680
Additional charges		1,304
Deductions		(2,427	)

Balance March 30, 2013		3,557
Additional charges		1,214
Deductions		(2,257	)

Balance March 29, 2014		2,514
Additional charges		1,545
Deductions		(1,313	)

Balance March 28, 2015	$	2,746

F-16

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

5.	Property and equipment:

The components of property and equipment are as follows:


	As of
	March 28, 2015			March 29, 2014
	(In thousands)
Land	$	5,178		$	5,887
Buildings		7,664			8,690
Leasehold improvements		41,153			46,779
Equipment and vehicles		2,083			2,269
Molds		934			1,141
Furniture and fixtures		9,914			9,760
Software and electronic equipment		19,911			21,451

		86,837			95,977
Accumulated depreciation		(58,293	)		(65,054	)

	$	28,544		$	30,923

The Company wrote off $7.0 million of gross fixed assets that were fully amortized during the year ended March 28, 2015, mostly related to leasehold improvements. Property and equipment, having a cost of $18.8 million and a net book value of $10.6 million at March 28, 2015, and a cost of $19.3 million and a net book value of $11.7 million at March 29, 2014, are under capital leasing arrangements.

6.	Bank indebtedness:

As of March 28, 2015 and March 29, 2014, bank indebtedness consisted solely of the Company’s senior secured revolving credit facility which had an outstanding balance of $64.3 million and $73.9 million, respectively. The senior secured revolving credit facility is collateralized by substantially all of the Company’s assets. 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 senior credit facilities.

In August 2013, the Company amended its senior secured revolving credit facility, extending the term, which was set to expire in June 2015, to August 22, 2017 and reducing the interest rate charged on the facility by 25 basis points per annum. The amended senior secured revolving credit facility bore interest at a floating rate of LIBOR plus 2.0% to LIBOR plus 2.75% (based on excess availability thresholds and interest coverage thresholds). In August 2013, in conjunction with the amendment and extension of its senior secured revolving credit facility, the Company also amended its $18 million senior secured term loan, which was also set to expire in June 2015. The amendment increased the amount of the loan to $28 million and extended the maturity date to August 22, 2018. The interest rate on the amended senior secured term loan was reduced from 9.5% per annum (or one-month LIBOR plus 6.5%, whichever is greater) to a fixed rate of 8.77%. The $28 million senior secured term loan is subordinated in lien priority to the senior secured revolving credit facility. These two credit facilities are used to finance working capital, finance capital expenditures, provide liquidity to fund our day-to-day operations and for other general corporate purposes. The terms of the amended senior secured credit facilities provided that no financial covenants were required to be met other than maintaining positive excess availability at all times.

During fiscal 2015, the Company executed four amendments to its senior secured revolving credit facility and senior secured term loan. In June 2014 and July 2014, in conjunction with the Company’s controlling shareholder, Montrovest B.V. (“Montrovest”), having arranged for a $5.0 million irrevocable letter of credit (“LC”) in favor of the Company’s senior secured revolving credit lenders in order to provide the Company with

F-17

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

additional operating liquidity, the Company executed amendments to its senior secured revolving credit agreement and senior secured term loan agreement. The LC and amendments to the senior secured credit facilities are part of the Recapitalization Transaction which the Company is developing to provide greater financial resources for its operations and capital investment needs on both a short and long-term basis. The LC and amendments to the senior secured credit facilities are meant to provide the Company with the funding and additional time required to finalize and complete the Recapitalization Transaction by January 2016. There have been no monetary thresholds established by the lenders for the Recapitalization Transaction and although the Company is actively engaged in developing the Recapitalization Transaction, the Company currently does not have any commitments for financing in connection with the Recapitalization Transaction. Any Recapitalization Transaction will need to be reviewed and approved by the Company’s Board of Directors and its senior secured lenders. In addition, the successful completion of the Recapitalization Transaction is not within the Company’s control.

In exchange for the delivery of the LC as collateral, as part of the amendments, the senior secured term loan administrative agent lifted a $7 million discretionary reserve that had been imposed in April 2014. Under the June and July 2014 amendments, the Company was required to maintain excess availability under its senior secured revolving credit facility of at least $10 million at all times, failure to do so would have been considered an event of default which could have resulted in the outstanding balances borrowed under the senior secured term loan and senior secured revolving credit facility becoming due immediately. In addition, the senior secured term loan lender agreed to not impose any discretionary reserves in the calculation of the Company’s borrowing availability under the senior secured revolving credit agreement through February 10, 2015 so long as no event of default existed prior to that date. As part of the June and July 2014 amendments, the rate of interest on the senior secured term loan was increased from 8.77% to 12.5% until such time as the Recapitalization Transaction was executed at which time the interest rate would change to 11.0%. In addition, the Company agreed to:

•

Deliver an operational restructuring plan to improve the Company’s operations acceptable to the senior secured revolving credit facility and senior secured term loan administrative agents by June 27, 2014,

•

Continue to retain the services of a financial and restructuring consultant satisfactory to the senior secured revolving credit facility and senior secured term loan administrative agents to assist with the Company’s weekly cash flow projections and in the development of the operational restructuring plan to improve its operations, and

•

Finalize and close the Recapitalization Transaction acceptable to the senior secured revolving credit facility and senior secured term loan administrative agents by February 10, 2015.

F-18

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

As part of the amendments in June and July 2014 to the senior secured credit facilities, the Company also agreed that deviations of greater than 10% (subsequently increased to 12.5% as a result of the Company successfully obtaining additional financial support of Cdn$5.0 million), from the 13-week cash flow projection would have been considered an event of default, which could have resulted in the outstanding balances under the Company’s senior secured revolving credit facility and senior secured term loan becoming due immediately. In addition, if the Company did not accomplish the actions outlined above, an additional reserve of up to $2.5 million could have been established by the lenders reducing availability under the senior secured revolving credit facility until such failure was cured by the Company and the Company would have been required to pay the senior secured term loan lenders a $1.4 million fee.

The June and July 2014 amendments also required that an additional Cdn$5.0 million of third party financial support be obtained on or before August 30, 2014, in a form that was acceptable to the lenders, which was achieved by the Company. The additional financial support included a principal moratorium in the aggregate amount of Cdn$2.5 million (approximately $2.2 million in U.S. dollars) obtained from Investissement Québec in June 2014, which was agreed by the lenders to count towards the financial support to be obtained. The Company also received the additional Cdn$3.0 million of third party financial support.

In November 2014, the Company executed another amendment to both its senior secured revolving credit agreement and its senior secured term loan. As part of this amendment, the term loan lenders assigned their interest in the senior secured term loan to a new lender and the senior secured term loan amount was increased from $28 million to $33 million. In addition, the revolving credit line under the senior secured revolving credit agreement decreased from $115 million to $110 million. The amendment in November also resulted in the interest rate under the senior secured term loan changing from 12.5% per annum to LIBOR plus 9.75% per annum for the $28 million tranche and LIBOR plus 7.25% per annum for the additional $5 million tranche. The November amendments removed the $10 million minimum excess availability requirement under the senior secured revolving credit agreement, removed the ability of the senior secured term loan lender to impose discretionary reserves of up to 5% of the borrowing base and removed the requirement to pay the senior secured term loan lenders a $1.4 million fee if the Company failed to meet any of the required actions outlined above. As part of the November amendment, the Company is required to maintain minimum adjusted EBITDA levels (calculated on a twelve month roll as defined in the agreements) if and only if, for any five consecutive days, its availability under the senior secured revolving credit facility falls below $8.0 million. Failure to meet the minimum adjusted EBITDA levels if the Company’s availability is below $8.0 million for any five consecutive days, is considered an event of default which could result in the outstanding balances borrowed under the senior secured term loan and senior secured revolving credit facility becoming due immediately.

In March 2015, the Company executed another amendment to its senior secured revolving credit agreement and certain applicable corresponding amendments to its senior secured term loan agreement. The amendments to the senior secured revolving credit agreement included extending the date upon which the Company is required to close a Recapitalization Transaction from February 10, 2015 to on or before January 31, 2016, which if not met, allows the Company’s senior secured revolving credit lenders to impose a reserve of up to $2.5 million reducing availability under the Company’s senior secured revolving credit facility. No reserve was imposed by the Company’s senior secured lenders between February 10, 2015 and the date of the March 2015 amendment. The March 2015 amendment also removed the requirement to retain the service of a financial and restructuring consultant and removed the requirement to provide weekly updated 13-week cash flow projections acceptable to the Company’s senior secured lenders as well as weekly variance reports against the cash flow projections.

F-19

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

Prior to the amendment in November 2014, the Company had complied with the requirement to maintain excess availability of at least $10 million at all times. In addition, prior to the amendment in March 2015, the Company had retained the services of a financial and restructuring consultant satisfactory to the senior secured revolving credit facility and senior secured term loan administrative agents as required, delivered an operational restructuring plan which the senior secured lenders had accepted and provided the 13-week cash flow projections and weekly updates to these projections acceptable to the senior secured revolving credit facility and senior secured term loan administrative agents with actual cash flow deviations remaining within the required limits in accordance with the milestones set out in the amendments to the secured credit facility agreements. The operational restructuring plan was submitted to and approved by the senior secured lenders.

Under the terms of the amended senior secured facilities, the senior secured revolving credit facility administrative agent may, at any time, impose discretionary reserves which would lower the level of borrowing availability under the Company’s senior secured revolving credit facility (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 or value of the collateral, and iii) reflect impediments to the senior secured lenders to realize upon the collateral.

There is no limit to the amount of discretionary reserves that the Company’s senior secured revolving credit facility administrative agent may impose at its reasonable discretion. No discretionary reserves were imposed during fiscal 2015 and 2014 by the Company’s senior secured revolving credit facility administrative agent. While the Company’s senior secured revolving credit facility lenders or their administrative agent have not historically imposed such a restriction, it is uncertain whether conditions could change and cause such a reserve to be imposed in the future. In addition, the value of the Company’s inventory is periodically assessed by its lenders and based upon these reviews the Company’s borrowing capacity could be significantly increased or decreased. Another factor impacting the Company’s excess availability includes, among other things, changes in the U.S. and Canadian dollar exchange rate, which could increase or decrease the Company’s borrowing availability. As of March 28, 2015, every 100 basis point strengthening or weakening of the Canadian versus the U.S. dollar would cause an approximately $107,000 increase or decrease, respectively. The Company’s excess availability was $12.9 million as of March 28, 2015.

Furthermore, a $12.5 million and a $5.0 million seasonal availability block is imposed by the senior secured revolving credit facility administrative agent and the senior secured term loan administrative agent each year from December 20 ^th to January 20 ^th and from January 21 ^st to February 10 ^th , respectively. Both the Company’s senior secured revolving credit facility and the senior secured 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 the senior secured revolving credit facility and the senior secured term loan.

As a result of the Company’s amendment of its senior secured term loan in June 2014, the Company determined that the loan amendment resulted in a debt extinguishment under U.S. GAAP and the Company recognized a $1.0 million debt extinguishment loss representing the write-off of existing deferred loan fees and costs and the expensing of fees paid to the term lender as part of the June amendment. As a result of the Company’s amendment of its senior secured term loan and senior secured revolving credit facility in November 2014, the Company determined the amendments resulted in a debt extinguishment under U.S. GAAP and the Company recognized an additional $1.6 million of debt extinguishment losses representing the write-off of existing deferred loan fees and costs and the expensing of fees paid to the previous term lenders as part of the November amendment.

The senior secured revolving credit facility also contains 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 and the aggregate dividend payment for the twelve-month period ended as of any fiscal quarter cannot exceed 33% of the consolidated net income for such twelve-month period. Additionally, the Company is required to maintain a fixed charge coverage ratio of at least 1.30 to 1.00 and a minimum excess availability of $30 million in order to qualify for payment of dividends. Besides these financial covenants related to paying dividends, the terms of this facility provide that no financial covenants are required to be met other than already described.

F-20

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

The information concerning the Company’s senior secured credit facility is as follows:


	Fiscal Year Ended
	March 28, 2015			March 29, 2014
	(In thousands)
Maximum borrowing outstanding during the year	$	86,450		$	93,184
Average outstanding balance during the year	$	73,207		$	78,164
Weighted average interest rate for the year		3.3	%		3.4	%
Effective interest rate at year-end		3.2	%		3.3	%

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 $225,958,000 (Cdn$250,000,000); (v) lien on machinery, equipment and molds and dies; and (vi) a pledge of trademarks and stock of the Company’s subsidiaries.

7.	Long-term debt:

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


	As of
	March 28, 2015		March 29, 2014
	(In thousands)
Senior secured term loans that are subordinated in lien priority to the Company’s senior secured revolving credit facility. As of March 28, 2015, the loan bore interest at an annual rate of LIBOR plus 9.75% on $28 million of debt and LIBOR plus 7.25% on $5 million of debt and as of March 29, 2014, the loan bore interest at an annual fixed rate of 8.77%. The term of the loan expires in August 2018.	$	33,000	$	28,000
Obligation under capital lease on land and building, pursuant to a sale-leaseback transaction. The term loan is being amortized using an implicit annual interest rate of 10.74% over the term of the lease of 20 years with a balloon payment related to the land component and is repayable in monthly installments of approximately $133,356 (Cdn$167,762). The balance at March 28, 2015 and March 29, 2014 was Cdn$12,846,000 and Cdn$13,444,000, respectively.		10,211		12,151
Term loan from Investissement Quebec, bearing interest at an annual rate of prime plus 7.0%, repayable beginning in October 2014 in 60 equal monthly principal payments of approximately $66,242 (Cdn$83,333), secured by the assets of the Company. The balance at March 28, 2015 and March 29, 2014 was Cdn$4.6 million and Cdn$5.0 million (b)		3,643		4,519
Term loan from Investissement Québec, bearing interest at an annual rate of prime plus 5.5%, repayable beginning in April 2012 in 48 equal monthly capital repayments of $165,607 (Cdn$208,333), secured by the assets of the Company. The balance at March 28, 2015 and March 29, 2014 was Cdn$4,375,000 and Cdn$5,208,000, respectively. Refer to note 6, for agreement made to temporarily suspend monthly capital repayments beginning in June 2014 for one year (b).		3,478		4,708
Obligations under capital leases, at annual interest rates between 6% and 10%, secured by leasehold improvements, furniture, and equipment, maturing at various dates to June 2018.		3,362		3,872
Cash advance provided by the Company’s controlling shareholder bearing interest at an annual rate of 11%, net of withholding taxes (note 15(c))		1,500		1,500
Term loan from Investissement Québec, bearing interest at an annual rate of Canadian prime plus 10%, repayable beginning in August 2015 in 48 equal monthly principal payment of approximately $33,334 (Cdn$41,667), secured by the assets of the Company. The balance at March 28, 2015 was Cdn$2.0 million, respectively (b)		1,590		—

		56,784		54,750
Current portion of long-term debt		4,745		4,537

	$	52,039	$	50,213

F-21

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

(b)

The Company must comply with certain financial covenants associated with its terms loans with Investissement Québec. As of March 28, 2015, the Company had received a waiver of default until April 1, 2016 from Investissement Québec, once it was determined that the Company would not be able to meet one of the financial covenants associated with its term loans. Investissement Québec has agreed to waive the calculation requirement for this covenant for the Company’s fiscal year ending March 27, 2016.

(c)	Future minimum lease payments for capital leases required in the following five years and thereafter are as follows (in thousands):


Year ending March:
2016	$	3,615
2017		3,051
2018		2,261
2019		1,799
2020		1,760
Thereafter		6,498

		18,984
Less imputed interest		5,411

	$	13,573

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


Year ending March:
2016	$	4,745
2017		5,123
2018		2,517
2019		35,171
2020		1,684
Thereafter		7,544

	$	56,784

(e)

As of March 28, 2015 and March 29, 2014, the Company had $1.0 million and $1.9 million, respectively, of outstanding letters of credit which were provided to certain lenders.

(f)

In December 2000, the Company entered into a capital lease agreement for the Company’s Montreal head office and store pursuant to which the Company leases the building, including the Montreal flagship store, for a term of 20 years ending December 11, 2020. The net annual rental rate was Cdn$2,013,138 (approximately $1.6 million U.S. dollars) for the period that ended on December 11, 2014, and increases on a compounded basis by 10% on each third annual anniversary date thereafter (except for the last two years when no increase will take place). The current net annual rental rate is Cdn$2,013,138 (approximately $1.6 million U.S. dollars). The lease is an absolute triple net lease to the landlord, and the Company is responsible for any and all additional expenses, including, without limitation, taxes and structural expenses. Subject to specific term and conditions, the Company has four options to renew and extend the term of the lease for four further terms of five years each, except for the last option which is five years less eleven days, terminating on November 30, 2040. Subject to specific terms and conditions, the Company also has two options to purchase the premises, which may be exercised no later than six months prior to the end of the fifteenth year of the term of the lease and the end of the twentieth year of the term of the lease, respectively. The Company did not exercise its first option to purchase the premise which expired on June 11, 2015.

F-22

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

8.	Benefit plans and stock-based compensation:

(a)	Stock option plans and arrangements:

(i)

The Company can issue stock options and SARs to executive management, key employees and directors under a stock-based compensation plan.

The Company 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 provides for the grant of units and performance units or share awards. The Long-Term Incentive Plan authorizes the issuance of 900,000 Class A voting shares, which consist of authorized but unissued Class A voting shares. The Company is restricted from issuing Class A voting shares or equity based awards under this program without the approval of the shareholders of the Company if such issuance, when combined with the Class A voting shares issuable under this plan or any of the Company’s other equity incentive award plans exceeds 1,304,025 Class A voting shares.

As of March 28, 2015, there were 125,320 cash-based stock appreciation rights that were granted under the Long-Term Incentive Plan. The stock appreciation rights outstanding under the Long-Term Incentive Plan have a weighted average exercise price of $1.77. As of March 28, 2015, there were stock options to purchase 435,000 Class A voting shares outstanding under the Long-Term Incentive Plan. During fiscal 2015 and 2014, stock options to purchase 50,000 shares and 165,000 shares, respectively, of the Company’s Class A voting shares were issued with a three year vesting period, with an average exercise price of $1.94 and $1.16, respectively, and an expiration date of 10 years after the grant date. The weighted-average grant-date fair value of the options granted during fiscal 2015 and 2014 was $1.71 and $1.02, respectively. The fair value of the newly issued options in fiscal 2015 and 2014 was calculated as of the date of their grant, using the Black-Scholes option pricing model with the following weighted-average assumptions: Dividend yield – 0%; Expected volatility – 94.8% for options issued in fiscal 2015 and 94.5% for options issued in fiscal 2014; Risk-free interest rate – 2.04% for options issued in fiscal 2015 and 2.19% for options issued in fiscal 2014; and expected term in years – 10 years. The intrinsic value of the outstanding options as of March 28, 2015 was $137,000. The unrecognized compensation related to the non-vested portion of stock options granted as of March 28, 2015 was $100,000. Total compensation cost for options recognized in earnings was $76,000, $143,000 and $118,000 during fiscal 2015, 2014 and 2013, respectively.

The Company has outstanding employee stock options issued under the Birks Employee Stock Option Plan (the “Birks ESOP”). Effective November 15, 2005, no awards are permitted to be granted under the Birks ESOP. However, the Birks ESOP will remain in effect until the outstanding awards issued under the plan terminate or expire by their terms. In March 2010, the Company offered employees who held options under this plan the right to amend their current options. The amended options terms would be consistent with the original grant except that the new options would have a lower exercise price, be exercisable for a lesser number of the Company’s Class A voting shares, have a new ten-year term and be subject to different terms in the event of a change in control or if the Company had a going-private transaction. The amended options have an exercise price of $1.05 per share. As of March 28, 2015, March 29, 2014 and March 30, 2013, there were 6,162, 6,454 and 6,674 Class A voting shares underlying options granted under the Birks ESOP, respectively. No compensation expense was required to be recorded related to the amended option transaction and no compensation expense was required to be recorded for the outstanding option under this plan for the years ended March 28, 2015, March 29, 2014 and March 30, 2013.

F-23

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

The following is a summary of the activity of Birks’ stock option plans and arrangements. The weighted average exercise price for Canadian priced options in the summary below have been converted to U.S. dollars using the exchange rate for Canadian and U.S. dollars as of March 28, 2015:


	Options			Weighted average exercise price
Outstanding March 31, 2012		496,118		$	1.26
Granted		130,000			0.89
Forfeited		(1,500	)		3.28

Outstanding March 30, 2013		624,618			1.18
Granted		165,000			1.16
Exercised		(74,813	)		1.00
Forfeited		(50,220	)		1.07

Outstanding March 29, 2014		664,585			1.21
Granted		50,000			1.94
Exercised		(111,372	)		1.04
Expired		(15,000	)	$	7.73
Forfeited		(147,051	)		1.10

Outstanding March 28, 2015		441,162		$	1.15

A summary of the status of Birks’ stock options at March 28, 2015 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
$0.84		100,000		8.06	$	0.84		0	$	0
$0.89-1.00		65,000		7.6		0.89		43,333		0.89
$1.01-1.05		156,162		6.7		1.04		156,162		1.04
$1.25-1.66		70,000		7.2		1.48		30,000		1.25
$1.67-1.94		50,000		9.8		1.94		0		0

		441,162		7.6	$	1.15		229,495	$	1.04

(ii)

Under plans approved by the former Board of Directors of Mayors, the Company has outstanding stock options issued to employees and members of the Company’s Board of Directors. No further awards will be granted under these plans. As of March 28, 2015, there are 926 options outstanding with a weighted average remaining estimated life of 5.1 years. No compensation expense was required to be recorded related to the options outstanding under this program for the years ended March 28, 2015, March 29, 2014 and March 31, 2013, respectively.

F-24

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

The following is a summary of the activity of Mayors stock option plans:


	Options			Weighted average exercise price
Outstanding March 31, 2012		217,746		$	6.06
Expired		(208,665	)		6.01

Outstanding March 30, 2013		9,081			7.18
Expired		(5,245	)		8.63

Outstanding March 29, 2014		3,836			5.19
Expired		(2,910	)		6.51

Outstanding March 28, 2015		926		$	1.05

A summary of the status of the option plans at March 28, 2015 is presented below:


			Options outstanding and exercisable
Exercise price	Number outstanding		Weighted average remaining life (years)		Weighted average exercise price
$1.05		926		5.1	$	1.05

(iii)

The Company issues new shares to satisfy share-based awards and exercise of stock options. During fiscal 2015, 2014 and 2013, respectively, no cash was used to settle equity instruments granted under share-based payment arrangements.

(b)

As of March 28, 2015, the Company had outstanding warrants exercisable into 382,693 shares of the Company’s Class A voting shares. These warrants have a weighted average exercise price of $3.42 per share and expire on August 20, 2022. As of November 1, 2005, these awards were fully-vested and no additional compensation expense will be recognized.

(c)	Employee stock purchase plan:

The Company has an Employee Stock Purchase Plan (“ESPP”) that permits eligible employees, which does not include executives of the Company, to purchase the Company’s Class A voting stock at 85% of the Class A voting shares fair market value through regular payroll deductions. A total of 100,000 shares of the Company’s Class A voting shares are reserved for issuance under the ESPP. As of March 28, 2015, 99,995 Class A voting shares were outstanding under the ESPP and no additional shares will be issued under this plan.

No shares were issued under the ESPP in fiscal 2015, 2014 and 2013.

(d)	Profit sharing plan:

Mayors has a 401(k) Profit Sharing Plan & Trust (the “Plan”), which permits eligible employees to make contributions to the Plan on a pretax salary reduction basis in accordance with the provisions of Section 401(k) of the Internal Revenue Code. Mayors historically made cash contributions of 25% of the employee’s pretax contribution, up to 4% of Mayors employee’s compensation, in any calendar year. Effective January 1, 2009, the Company exercised its right to cancel all future matching contributions to the Plan and as such, no additional matching cash payments were made to the Plan during fiscal 2015, 2014 and 2013.

(e)	CEO and Senior Executive Long-Term Cash Incentive Plans:

During the year ended March 30, 2013, the Board of Directors approved the long-term cash incentive plans (“LTCIPs”) for the Chief Executive Officer and certain executive officers. The intention of the LTCIPs was to reward the Chief Executive Officer and other members of senior management based on the performance of the Company over three-year cycles, the first of which began with the fiscal 2013 through fiscal 2015 period. The approval of a new three-year cycle was at the discretion of the Board of Directors on recommendation of the compensation committee. The payouts under the LTCIPs was to be based on the earnings before taxes (“EBT”) performance of the Company with the payout level earned during the three-year period either

F-25

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

increasing or decreasing based on the Company’s EBT performance levels versus thresholds established in each of the three years of the three-year cycle and afterwards, if the LTCIPs were continued. The Company was to pay out 1/3 of the LTCIPs value earned at the end of the first three year cycle and 1/3 of the LTCIPs value for every year thereafter, subject to the Chief Executive Officer and participating executives continued employment and subject to the payment not causing any default on the Company’s credit facilities. The LTCIPs payouts will continue to rise or fall based on the Company’s performance each year. The total LTCIPs pool was only created to compensate if EBT was above a certain growth rate and the payout was capped so that the total three-year costs of the programs combined did not exceed 10% of the Company’s total earnings before taxes for the three-year period.

Participation in the first three-year cycle was limited to the Company’s Chief Executive Officer and its two Senior Executives. The target incentive compensation level for the fiscal 2013 to 2015 LTCIPs cycle was $2,067,000 with a total payout capped at 200 percent above this targeted incentive compensation level irrespective of the earnings before taxes generated above these levels by the Company.

The Company did not meet the EBT threshold established by the plan and accordingly, no liability or expense related to this plan was recorded and no new three-year cycles have been approved by the Board of Directors related to this plan. A new long-term cash incentive plan was approved by the Company’s Board of Directors to replace this plan in April 2015 as described below.

(f)	CEO Long-term Cash Incentive Plan:

In April 2015, the Company’s Board of Directors approved a long-term cash incentive plan for the Chief Executive Officer (“CEO LTCIP”). The intention of the CEO LTCIP is to reward the Chief Executive Officer based on the Company’s performance over three-year cycles, the first of which begins with the fiscal 2016 through fiscal 2018 period. The approval of this three-year cycle is at the discretion of the Board of Directors on recommendation of the Compensation Committee. The CEO LTCIP is structured to fund a pool of dollars based on the successful achievement of earnings before tax (“EBT”) over three one-year periods. The amount of money funded each year, if earned, is added together at the end of the three-year cycle (with each year comprising 1/3 of the total payout opportunity). The final value of the pool will be based on a modifier subject to the Compensation Committee’s or Board’s assessment of the Chief Executive Officer’s achievement of strategic goals following the end of the three-year cycle (early fiscal 2019), at which time 50% of the amount is payable, with the remaining 50% payable one year thereafter (early fiscal 2020) subject to the Chief Executive Officer remaining employed at the time of payout and the payout not causing any default under our senior secured credit facilities.

9.	Income taxes:

(a)

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of March 28, 2015, the Company had no accrued interest or penalties related to uncertain tax positions due to available tax loss carry forwards. The tax years 2010 through 2015 remain open to examination by the major taxing jurisdictions to which the Company is subject.

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 both its U.S. and Canadian net deferred tax assets in the future. As a result, the Company has a non-cash valuation allowance of $58.8 million against the full value of the Company’s net deferred tax assets.

F-26

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

The significant items comprising the Company’s net deferred tax assets at March 28, 2015 and March 29, 2014 are as follows:


	Fiscal Year Ended
	March 28, 2015			March 29, 2014
	(In thousands)
Deferred tax assets:
Loss and tax credit carry forwards	$	42,619		$	41,889
Difference between book and tax basis of property and equipment		2,513			2,344
Interest expense limitations carry forward		9,069			7,525
Inventory allowances		529			608
Other reserves not currently deductible		850			724
Capital lease obligation		2,696			3,204
Expenses not currently deductible		378			419
Other		144			96

Net deferred tax asset before valuation allowance		58,798			56,809
Valuation allowance		(58,798	)		(56,809	)

Net deferred tax asset	$	—		$	—

The following table reconciles the unrecognized tax benefits at March 28, 2015 and March 29, 2014:


	Fiscal Year Ended
	March 28, 2015			March 29, 2014
	(In thousands)
Unrecognized tax benefits at the beginning of the year	$	—		$	—
Gross increase – tax position in current period		89			183
Applied against certain element of deferred tax assets		(89	)		(183	)

Unrecognized tax benefits at the end of the year	$	—		$	—

All unrecognized tax benefits would affect the effective tax rate if recognized.

F-27

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

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


	Fiscal Year Ended
	March 28, 2015			March 29, 2014			March 30, 2013
	(In thousands)
Income tax expense (benefit):
Current	$	77		$	183		$	299
Deferred		(2,636	)		(1,525	)		393
Valuation allowance		2,559			1,360			(672	)

Income tax expense	$	—		$	18		$	20

The Company’s current federal tax payable at March 28, 2015 was $0, $18,000 for March 29, 2014, and $5,800 for March 30, 2013.

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 28, 2015			March 29, 2014			March 30, 2013
Canadian statutory rate		26.4	%		26.4	%		26.2	%
Rate differential for U.S. operations		5.1	%		2.0	%		(7.3	)%
Adjustment to valuation allowance		(30.7	)%		(26.8	)%		21.0	%
Utilization of unrecognized losses and other tax attributes		0.0	%		0.0	%		(45.3	)%
Permanent differences and other		(0.8	)%		(2.1	)%		6.7	%

Total		(0.0	)%		(0.5	)%		1.3	%

(b)

At March 28, 2015, the Company had federal non-capital losses of Cdn$26.1 million ($20.7 million in U.S. dollars) available to reduce future Canadian federal taxable income and investment tax credits (“ITC’s”) in Canada of Cdn$260,000 ($207,000 in U.S. dollars) available to reduce future Canadian federal income taxes payable which will expire between 2022 and 2035.

(c)

As of March 28, 2015, Mayors had federal and state net operating loss carry forwards in the U.S. of approximately $106.5 million and $99.1 million, respectively. Due to Section 382 limitations from the change in ownership for the year ended March 29, 2003, the utilization of approximately $35.3 million of the pre-acquisition net operating loss carry forwards is limited to approximately $953,000 on an annual basis through 2022. The federal net operating loss carry forwards expire beginning in fiscal 2020 through fiscal 2034 and the state net operating loss carry forwards expire beginning in fiscal 2018 through fiscal 2034. Mayors also has an alternative minimum tax credit carry forward of approximately $1.0 million to offset future federal income taxes.

F-28

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

10.

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 30, 2013		7,115,641	$	25,876		7,717,970	$	38,613		14,833,611	$	64,489
Exercise of stock options		74,813		125		—		—		74,813		125
Private Placement		2,941,085		4,861		—		—		2,941,085		4,861

Balance as of March 29, 2014		10,131,539	$	30,862		7,717,970	$	38,613		17,849,509	$	69,475
Exercise of stock options		111,372		126		—		—		11,372		126

Balance as of March 28, 2015		10,242,911	$	30,988		7,717,970	$	38,613		17,960,881	$	69,601

In August 2013, the Company executed $5.0 million convertible debenture agreements of which $4.8 million was with its controlling shareholder, Montrovest, convertible into Class A voting shares (the “Debentures”), which generated net proceeds after expenses of $4,861,000. The Debentures were sold in a private placement and had an annual interest rate of 6%, payable in the form of additional Class A voting shares at the time of conversion of the Debentures at the same conversion price as that of the Debentures. The Debentures provided the holders with the option to convert the Debentures before December 31, 2015 if a third party investor invested in the Company, on the same terms as the investment by a third party. In addition, the holders of the Debentures had the option, at any time prior to December 31, 2015, to convert the Debenture at a conversion price equal to the greater of:

(i)

$1.30;

(ii)

The market closing price on the last trading day prior to conversion; and

(iii)

The Company’s book value per share.

(i)

$1.30;

(ii)

The market closing price on the last trading day prior to the conversion; and

(iii)

The Company’s book value per share.

11.

Restructuring Charges:

In July 2014, the Company provided to its senior secured lenders and announced an operational restructuring plan to reduce corporate overhead costs, improve profitability and drive efficiency within the organization. The restructuring plan included consolidating most of its corporate administrative workforce from its regional office in Tamarac, Florida to its Montreal corporate head office as well as the outsourcing of a portion of the Company’s jewelry manufacturing and other corporate office staff reductions. During fiscal 2015, the Company recorded $2.6 million of restructuring charges. These charges included $1.4 million of severance and

F-29

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

employee retention related charges and $0.6 million of transition-related charges associated with the consolidation of positions to Montreal including temporary duplication of salaries during the transition, recruitment costs for positions transferred to Montreal and travel and relocation costs. Restructuring charges also included the recording of a $0.5 million loss on the sublet of a portion of the Tamarac facility and $0.1 million of commission costs associated with the sublease agreement. The Company expects to incur additional restructuring charges of approximately $0.6 million in fiscal 2016 primarily associated with severance and temporary duplication of salaries during the transition of positions from Tamarac to Montreal. These charges represent the last of the expected costs related to the restructuring plan. As of March 28, 2015, accounts payable and accrued liabilities related to these restructuring charges are $1.4 million and cash paid during fiscal year 2015 for such charges was $1.2 million.

12.

Commitments:

Operating leases:

The Company leases all of its retail stores under operating leases with the exception of one Birks Group location. The rental costs are based on minimum annual rentals and for some of the stores, a percentage of sales. Such percentage of sales varies by location. In addition, most leases are subject to annual adjustments for increases in real estate taxes and common area maintenance costs. The Company also has operating leases for certain equipment.

Future minimum lease payments for the next five years and thereafter are as follows (in thousands):


Year ending March:
2016	$	14,794
2017		12,256
2018		9,041
2019		8,280
2020		7,452
Thereafter		21,472

	$	73,295

Rent expense for the Company was approximately $23.4 million, including $0.7 million of contingent rent for the year ended March 28, 2015, $24.3 million, including $0.3 million of contingent rent for the year ended March 29, 2014 and $25.2 million, including $0.4 million of contingent rent for the year ended March 30, 2013.

13.

Contingencies:

(a)

The Company and its subsidiaries, in the normal course of business, become involved from time to time in litigations and claims. While the final outcome with respect to claims and legal proceedings pending at March 28, 2015 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.

(b)

From time to time, the Company guarantees a portion of its private label credit card sales to its credit card vendor. At March 28, 2015 and March 29, 2014, the amount guaranteed under such arrangements was approximately $6.8 million and $5.0 million, respectively. At March 28, 2015 and March 29, 2014, the Company has recorded in accrued liabilities a reserve of $0.2 million and $0.4 million, respectively, associated with this guaranteed amount.

F-30

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

(c)	The Company has entered into an agreement with Prime Investments S.A. under the terms of which Prime Investments will supply the Company with at least 45%, on an annualized cost basis, of the Company’s loose diamond requirements upon the satisfaction of certain conditions (see note 15(d)).

(d)

In October 2014, the Company entered into a Renewed and Amended Distribution Agreement with Damiani International B.V. (“Damiani”) amending and extending the term of an agreement entered into with Damiani during fiscal 2010 in which the Company purchased an aggregate cost value of $10.6 million of jewelry products from Damiani for sale by the Company in Canada and the United States. Under the original agreement the Company agreed to pay for $10.6 million of products on an annual basis beginning on February 15, 2010 based on the cost value of the products sold during the previous year. However, the Company was required to make minimum annual payments totaling an aggregate amount of $5.6 million during the term of the agreement. Under the original agreement, the Company was also required to replenish certain jewelry products sold during each previous quarter with payment on these purchases required within 90 days of receipt during the life of the original agreement. As part of the original agreement, the Company also had the right to return up to $5.0 million of any unsold Damiani products at the end of the term of the agreement. Under the amended distribution agreement, the distribution agreement is extended to March 31, 2017. Under the amended agreement, the Company is permitted to exchange $2.0 million of the $5.0 unsold Damiani products for new Damiani products and agreed to pay for the $5.0 million of Damiani products remaining on an annual basis beginning on February 15, 2015 based on the cost value of the products sold during the previous year. However, the Company is required to make minimum annual payments totaling an aggregate amount of $1.0 million during the remaining term of the amended agreement and has agreed to replenish certain jewelry products sold during each previous quarter with payment on these purchases required within 60 days of receipt during the remaining life of the amended agreement. As part of the amended agreement, the Company has the right to return up to $4.0 million of any unsold Damiani product at the end of the term of the amended agreement. The total amount payable under this agreement is included in accounts payable.

14.

Segmented information:

The Company has two reportable segments Retail and Other. As of March 28, 2015, Retail operated 30 stores across Canada under the Birks brand, and 18 stores in the Southeastern U.S. under the Mayors brand, 1 store under the Rolex brand name in Orlando, as well as 2 retail locations in Calgary and Vancouver under the Brinkhaus brand. Other consists primarily of our corporate sales division, which services business customers by providing them with unique items for recognition programs, service awards and business gifts, the Company’s gold exchange business, which purchases gold and other precious metals from clients and refines the metals purchased, and manufacturing, which produce unique products for the retail segment of our business.

The two segments are managed and evaluated separately based on 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.

F-31

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

Certain information relating to the Company’s segments for the years ended March 28, 2015, March 29, 2014, and March 30, 2013, respectively, is set forth below:


	Retail						Other						Total
	2015		2014		2013		2015		2014		2013		2015		2014		2013
	(In thousands)
Sales to external customers	$	293,146	$	270,630	$	274,725	$	8,491	$	10,535	$	18,034	$	301,637	$	281,165	$	292,759
Inter-segment sales	$	—	$	—	$	—	$	15,891	$	18,320	$	25,126	$	15,891	$	18,320	$	25,126
Unadjusted gross profit	$	118,128	$	114,210	$	120,554	$	5,390	$	5,663	$	10,612	$	123,518	$	119,873	$	131,166

The following sets forth reconciliations of the segments’ gross profits and certain unallocated costs to the Company’s consolidated gross profits for the years ended March 28, 2015, March 29, 2014 and March 30, 2013:


	Fiscal Year Ended
	March 28, 2015			March 29, 2014			March 30, 2013
	(In thousands)
Unadjusted gross profit	$	123,518		$	119,873		$	131,166
Inventory provisions		(3,151	)		(3,010	)		(2,763	)
Other unallocated costs		(2,551	)		(2,801	)		(2,527	)
Adjustment of intercompany profit		(11	)		605			298

Adjusted gross profit	$	117,805		$	114,667		$	126,174

Sales to external customers and long-lived assets by geographical areas were as follows:


	Fiscal Year Ended
	March 28, 2015		March 29, 2014		March 30, 2013
	(In thousands)
Geographic Areas
Net sales:
Canada	$	143,384	$	146,277	$	158,834
United States		158,253		134,888		133,925

	$	301,637	$	281,165	$	292,759

Long-lived assets:
Canada	$	17,898	$	19,484	$	18,966
United States		13,366		13,281		9,963

	$	31,264	$	32,765	$	28,929

Classes of Similar Products
Net sales:
Jewelry and other	$	141,781	$	148,511	$	164,492
Timepieces		159,856		132,654		128,267

	$	301,637	$	281,165	$	292,759

F-32

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

15.

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 28, 2015		March 29, 2014		March 30, 2013
	(In thousands)
Transactions:
Purchases of inventory from supplier related to shareholder (d)	$	189	$	—	$	262
Management fees and expense reimbursement to a related party (b)		238		188		180
Consultant fees to a related party (e)		172		156		165
Expense reimbursement to a related party (f)		241		237		241
Interest expense on cash advance received from controlling shareholder (c)		165		164		308
Wholesale distribution service payments to a related party (g)		—		1		3
Balances:
Accounts payable to supplier related to shareholder (d)		—		—		31
Accounts payable to related parties		447		57		65
Interest payable on cash advance received from controlling shareholder		136		13		14

(b)

On June 8, 2011, the Board of Directors approved the Company entering into a Management Consulting Service Agreement with Montrovest. Under the agreement, the Company pays Montrovest an annual retainer fee of €140,000 in exchange for services related to the raising of capital for international expansion projects and such other services relating to merchandising and/or marketing of the Company’s products as the Company may request. The agreement was in effect until June 8, 2012 and will be extended automatically for successive terms of one year unless either party gives a 60 days’ notice of its intention not to renew. The yearly renewal of the agreement is subject to the review and approval of the Company’s Corporate Governance Committee and the Board of Directors. In fiscal 2015 and fiscal 2014, the Company paid €140,000 (approximately $178,000 and $188,000 in U.S. dollars, respectively), under this agreement to Montrovest. In April 2015, the agreement was renewed for an additional one-year term ending June 8, 2016. The Company’s Board of Directors approved entering into the agreement and its renewal with Montrovest in accordance with the Company’s Code of Conduct relating to related party transactions. In February 2015, the Company’s Board of Directors approved the reimbursement to Montrovest of legal fees incurred by Montrovest in connection with the issuance of the $5.0 million LC for the benefit of the Company up to a total amount of CAD$75,000 (approximately $60,000 in U.S. dollars). Mr. Berclaz, one of the Company’s former directors, was the Chairman of the Supervisory Board of Directors of Montrovest prior to his death in April 2013 and Mr. Coda Nunziante, the Company’s Vice President, Strategy was a managing director of Montrovest until June 30, 2012. Mr. Davide Barberis Canonico, one of our directors, is a member of the Supervisory Board of Directors of Montrovest.

(c)

In February 2009 and May 2009, the Company received a $2.0 million and a $3.0 million, respectively, cash advance from its controlling shareholder, Montrovest, to finance working capital needs and for general corporate purposes. These advances and any interest thereon are subordinated to the indebtedness of the Company’s existing senior credit facilities and secured term loans and were convertible into a convertible debenture or Class A voting shares in the event of a private placement or repayable upon demand by Montrovest once conditions stipulated in the Company’s senior credit facilities permit such a payment. The cash advance bore interest at an annual rate of 16%, net of any withholding taxes, representing an effective interest rate of approximately 17.8%. If converted into convertible debentures or Class A voting shares, a fee of

F-33

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

7% of the outstanding principal amount of the cash advance would have been paid to Montrovest. In June 2011, the Company amended its cash advance agreements with Montrovest. Under the terms of the amended agreements, the annual interest rate on the $5.0 million in cash advances outstanding was reduced from 16%, net of withholding taxes to 11%, net of withholding taxes representing an effective interest rate of approximately 12.2%. The amended agreements eliminated the convertibility of the cash advances into convertible debentures or Class A voting shares in the event of a private placement and also eliminated the payment of a 7% fee if the debt was converted into convertible debentures or Class A voting shares. The Company also amended its management subordination agreement with Montrovest and its senior lenders, eliminating the payment of any success fee to Montrovest if the Company receives net cash proceeds of $5 million or more related to an equity issuance. The Company paid a one-time fee of $75,000 to Montrovest associated with the amendment of the cash advance agreements. In August 2012, a partial repayment of $3.5 million was made on these cash advances.

(d)

In August 2002, the Company entered into a Diamond Inventory Supply Agreement with Prime Investments S.A. and a series of conditional sale agreements with companies affiliated with Prime Investments S.A. pursuant to which Prime Investments S.A. or a related party is entitled to supply Birks and its subsidiaries or affiliates with at least 45%, on an annualized cost basis, of such company’s aggregate loose diamond requirements, conditional upon the prices remaining competitive relative to market and needs in terms of quality, cut standards and specifications being satisfied. During fiscal 2015, the Company purchased approximately $0.2 million of diamonds from Prime Investments S.A. and related parties. The Company did not purchase any diamonds from Prime Investments S.A. and related parties in fiscal 2014. As of March 28, 2015, Prime Investments S.A. beneficially owned 15.0% of the Company’s outstanding Class A voting shares.

(e)

On June 30, 2009, the Company’s Board of Directors approved the Company entering into a consulting services agreement with Gestofi S.A. (“Gestofi”) in accordance with the Company’s Code of Conduct relating to related party transactions. Under the agreement, Gestofi undertook to assign Mr. Niccolò Rossi di Montelera as the employee of Gestofi responsible for providing the consulting services. The consulting services relate to new product development, providing advice and assistance in strategic and business development projects, providing guidance in relation to the implementation of the Company’s strategy and planning and such other services reasonably requested by the Company’s Chief Executive Officer or Chairman (collectively, the “Consulting Services”). The initial one-year term of the agreement began on August 1, 2009, and the agreement may be renewed for additional one-year terms. The agreement has been renewed yearly. The Consulting Services, prior to June 2014, were provided to the Company for a fee of approximately Cdn$13,700 ($10,890 in U.S. dollars) per month less any applicable taxes plus out of pocket expenses. In June 2014, upon the renewal of the agreement for an additional one-year term, the monthly fee changed to 13,000 Swiss francs ($13,558 in U.S. dollars) per month. In February 2015, the Company’s Board of Directors approved the payment of a fee of $12,500 to Gestofi for services it provided in connection with the issuance of the Montrovest LC for the benefit of the Company. Mr. Niccolò Rossi di Montelera is a member of the Board of Directors and the son of Dr. Lorenzo Rossi di Montelera, Birks Group’s Chairman and a director and chairman of the board of Gestofi. In June 2015, the agreement was renewed for an additional one-year term.

(f)

In accordance with the Company’s Code of Conduct related to related party transactions, in April 2011,, the Corporate Governance Committee and Board of Directors approved the reimbursement of expenses to Regaluxe S.R.L., such as rent, communication, administrative support and analytical service costs, incurred in supporting the office of Dr. Lorenzo Rossi di Montelera, the Company’s Chairman of the Board of Directors, and of Mr. Niccolò Rossi di Montelera, the Chairman of the Company’s Executive Committee, for work performed on behalf of the Company, up to a yearly maximum of $250,000. The yearly maximum was increased to $260,000 in fiscal 2014. During fiscal 2015 and 2014, the Company paid $241,000 and $237,000 to Regaluxe under this agreement, respectively.

F-34

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

(g)

In April 2011, the Corporate Governance Committee and Board of Directors approved the Company’s entering in a Wholesale and Distribution Agreement with Regaluxe S.r.l. Under the agreement, Regaluxe S.r.l. 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 S.r.l. a net price for the Company’s products equivalent to the price, net of taxes, for the products paid by retailers to Regaluxe S.r.l. 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 yearly and in February 2015, this agreement was renewed for an additional one-year term. During fiscal 2015 and 2014, the Company paid approximately $0 and $1,000 to Regaluxe S.r.L. under this agreement, respectively.

(h)

In August 2013, the Company executed $5.0 million convertible debenture agreements of which $4.8 million was with its controlling shareholder, Montrovest B.V. (“Montrovest”), convertible into Class A voting shares (the “Debentures”). The Debentures had an annual interest rate of 6%, payable in the form of additional Class A voting shares at the time of conversion of the Debentures at the same conversion price as the Debentures. The $5.0 million of Debentures were converted into 2,941,085 Class A voting shares at the end of August 2013 at an average price of $1.70 per share of which Montrovest received 2,828,634 Class A voting shares of the Company. See note 10.

16.

Financial instruments:

(a)	Concentrations:

During the years ended March 28, 2015, March 29, 2014 and March 30, 2013, approximately 36%, 32% and 28%, respectively, of consolidated sales were of merchandise purchased from the Company’s largest supplier.

(b)	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.

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 and accounts payable and accrued liabilities approximates fair values as at the balance sheet date because of the short-term maturity of those instruments. As of March 28, 2015 and March 29, 2014, for the $64.3 million and $73.9 million, respectively, of bank indebtedness and the $41.7 million and $9.2 million, respectively of long-term debt bearing interest at variable rates, the fair value is considered to approximate the carrying value.

As of March 28, 2015 and March 29, 2014, the fair value of the remaining $15.1 million and $45.5 million, respectively of fixed-rate long-term debt is estimated to be approximately $15.5 million and $43.4 million,

F-35

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 28, 2015, March 29, 2014 and March 30, 2013

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.

F-36

LOGO

Industry Canada Industrie Canada
Certificate of Amendment Certificat de modification
Canada Business Corporations Act Loi canadienne sur les sociétés par actions
BIRKS GROUP INC.
GROUPE BIRKS INC.
Corporate name / Dénomination sociale
357267-6
Corporation number / Numéro de société
I HEREBY CERTIFY that the articles of the JE CERTIFIE que les statuts de la société
above-named corporation are amended under susmentionnée sont modifiés aux termes de
section 178 of the Canada Business l’article 178 de la Loi canadienne sur les
Corporations Act as set out in the attached sociétés par actions, tel qu’il est indiqué dans les
articles of amendment. clauses modificatrices ci-jointes.
Virginie Ethier
Director / Directeur
2014-10-03
Date of Amendment (YYYY-MM-DD)
Date de modification (AAAA-MM-JJ)
Canada

LOGO

Industry Canada Industrie Canada
Form 4 Formulaire 4
Articles of Amendment Clauses modificatrices
Canada Business Corporations Act Loi canadienne sur les sociétés par
(CBCA) (s. 27 or 177) actions (LCSA) (art. 27 ou 177)
1 Corporate name
Dénomination sociale
BIRKS GROUP INC.
GROUPE BIRKS INC.
2 Corporation number
Numéro de la société
357267-6
3 The articles are amended as follows
Les statuts sont modifiés de la façon suivante
See attached schedule / Voir l’annexe ci-jointe
4 Declaration: I certify that I am a director or an officer of the corporation.
Déclaration : J’atteste que je suis un administrateur ou un dirigeant de la société.
Original signed by / Original signé par
Miranda Melfi
Miranda Melfi
514-397-2509
Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250
(1) of the CBCA).
Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement
maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).
You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank
number IC/PPU-049.
Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils
seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.
IC 3069 (2008/04)
Canada

LOGO

Schedule
The Articles of the Corporation are amended by deleting paragraph 3.III(b)(i) in Schedule 1 in its entirety and replacing it with the following:
“the rate, amount or method of calculation of preferential dividends of the Preferred Shares of such series, if any, whether cumulative or non-cumulative or partially cumulative, and whether such rate, amount or method of calculation shall be subject to change or adjustment in the future, the currency or currencies of payment, the date or dates and place or places of payment thereof and the date or dates from which such preferential dividends shall accrue; provided that the dividends payable with respect to any series of Preferred Shares, whether cumulative or non-cumulative or partially cumulative, shall not exceed five percent (5%) of the liquidation preference of such series of Preferred Shares (the “5% Dividend Limitation”), and, notwithstanding the foregoing, the directors of the Corporation may issue, at any time and from time to time, in one (1) or more series, Preferred Shares for consideration to be received by the Corporation not exceeding, in the aggregate, five million dollars ($5,000,000) which shall not be subject to the 5% Dividend Limitation;”
#11147386

EXHIBIT 4.34

UNOFFICIAL TRANSLATION

LOAN OFFER

Page 1 of 7

File: D139734

Company: E021661

This Loan Offer cancels and supersedes the Loan Offer issued on July 22, 2014


FROM:		INVESTISSEMENT QUÉBEC , a corporation established pursuant to the Act respecting Investissement Québec (L.R.Q., c. I-16.0.1) whose head office is located at 1200 route de l’Église, office 500, Quebec City, Quebec, G1V 5A3, and with an office on 413 St-Jacques street, office 500, Montreal, Quebec, H2Y 1N9 (herein referred to as “IQ”).

TO:		BIRKS GROUP INC. , a duly constituted corporation whose head office is located at 1240 Phillips Square, Montreal, Quebec, H3B 3H4 (herein referred to as the “Company”).

LOAN

1.1.

IQ offers the Company a loan of two million dollars ($2,000,000) (herein referred to as the “Loan”), under the terms and conditions set forth herein.

1.2.

The words and expressions used herein and capitalized herein take on the meaning enumerated in Annex A, unless another distinctive meaning is specified, either in relation to the context or for the terms of a specific clause.

1.3.

The Annexes herein form an integral part of this Loan Offer:

A GENERAL TERMS AND CONDITIONS OF THE LOAN

B PROJECT AND FINANCING

C PRE-AUTHORIZED DEBIT

D POSTPONEMENT OF REPAYMENT OF CLAIM BY MONTROVEST B.V.

2.	PROJECT

2.1.

The Loan is offered solely for the improvement of the Company’s working capital (herein referred to as the “Project”), which, along with its financing, is described in Annex B herein.

3.	DISBURSEMENT

3.1.

IQ will make the Loan in one (1) disbursement, provided that the Company is not in default of one or more of the terms and conditions set forth herein.


Initials of the IQ representative				Initials of the Company representative



	UNOFFICIAL TRANSLATION	Page 2 of 7

	LOAN OFFER

File: D139734
Company: E021661

This Loan Offer cancels and supersedes the Loan Offer issued on July 22, 2014

4.	COMMITMENTS TO BE MET PRIOR TO THE DISBURSEMENT OF THE LOAN

4.1.

The disbursement of the Loan will only be made when IQ has obtained to its satisfaction, the following:

4.1.1.

The security provided for under the heading “SECURITY INTERESTS” herein with their confirmation of registration;

4.1.2.

The legal opinions from the Company’s external counsel with respect to the Company’s corporate status and borrowing capacity, the validity of the security provided for under the heading “SECURITY INTERESTS” herein, the rank of such security, the Company’s capacity to provide such security, the enforceability of such security and any other item IQ may reasonably require;

4.1.3.

An up to date list of the equipment valued at more than twenty-five thousand dollars ($25,000) belonging to the Company, as well as a list of all intellectual property rights registered in the relevant registries, the whole to the satisfaction of IQ;

4.1.4.

A postponement of repayment granted by Montrovest B.V. to Company pertaining to its advance to Company of one million five hundred thousand dollars ($1,500,000), with interest at the maximum rate of eleven percent (11%) per year, in accordance with the terms of Annex D herein, with the understanding that the total amount of the claim can be converted into Class A voting shares from the share capital of the Company, in accordance;

4.1.5.

A written confirmation from the Company’s external auditors stating that they can issue an unconditional opinion concerning the Company’s financial statements for the financial year ending March 31, 2014, taking into account the improvement of the conditions provided for in the amendments entered into between the Company and its first ranking lenders on June 10, 2014.

4.1.6.

A written confirmation from the company’s board of directors of the consolidation of its Florida corporate office in its Montreal head office.

4.1.7.

Written confirmation that the Company has obtained at least one million dollars ($1 million) in financing from Bristol Real Estate SA - Capital Lease reimbursable over a period of 36 months and on terms acceptable to IQ.

4.2.

Prior to the disbursement of the Loan, the Company will have to have submitted to IQ a disbursement request in a form acceptable to IQ, accompanied by the relevant pertaining documents.


Initials of the IQ representative				Initials of the Company representative



	UNOFFICIAL TRANSLATION	Page 3 of 7

	LOAN OFFER

File: D139734
Company: E021661

This Loan Offer cancels and supersedes the Loan Offer issued on July 22, 2014

5.	SPECIFIC COMMITMENTS TO BE MET BY THE COMPANY

5.1.

In addition to the general undertakings stipulated in this Loan Offer, the Company commits to, from the date of acceptance of this Loan Offer and until the full repayment of the Loan:

5.1.1

Maintaining a minimum working capital ratio of one point fifteen (1.15);

5.1.2

Maintaining a maximum long-term debt ratio on adjusted net worth of two point five (2.5);

5.1.3

Providing its audited annual consolidated financial statements within one hundred twenty (120) days of the end of any fiscal year thereto;

5.1.4

Not reimbursing the advances made by the person mentioned at subparagraph 4.1.5, which advances will be extended by that person, however understood and agreed that these advances might be converted into capital stock;

5.1.5

Providing to IQ, within thirty (30) days following the filing of annual information forms by the Company with the New York Stock Exchange (herein referred to as “NYSE”) or any appropriate authorities responsible for the regulation of securities.

6.	INTEREST RATE

6.1.

The Loan will generate interest as of each disbursement, at a rate calculated monthly, equal to the Prime rate increased by a certain percentage (herein referred to as the “Variable rate”). The increase is seven percent (10%) for a term of sixty (60) months, from the date of the first disbursement of the Loan (herein referred to as the “Initial term”).

6.2

The Prime rate is currently established, for reference purposes only, at three percent (3%) per year.

7.	PAYMENT OF INTEREST

7.1.

The Company will pay the interest, calculated at the rate and in accordance with the method prescribed under “INTEREST RATE”, on the last day of each month, starting on the last day of the month following the first disbursement of the Loan.

8.	REPAYMENT OF THE LOAN

8.1.

The Company shall benefit from a moratorium from the reimbursement of the Loan for a period of twelve (12) months as of the date of the first disbursement of the Loan.


Initials of the IQ representative				Initials of the Company representative



	UNOFFICIAL TRANSLATION	Page 4 of 7

	LOAN OFFER

File: D139734
Company: E021661

This Loan Offer cancels and supersedes the Loan Offer issued on July 22, 2014

8.2.

Following the moratorium period prescribed in the previous paragraph, the Company will reimburse the Loan in (48) consecutive monthly installments, payable on the last day of each month, starting on the last day of the first month following the moratorium period, as follows:

8.2.1.

In forty-seven (47) installments of forty-one thousand five hundred dollars ($41,500); and

8.2.2.

One final installment of forty-nine thousand five hundred dollars ($49,500).

8.3.

The amounts of the monthly installments prescribed in the previous paragraph is calculated following an amortization period of forty-eight (48) months (herein referred to as the “Amortization”).

8.4.

Notwithstanding the provisions set forth in the previous paragraphs, on the last day of the last month of the Term, or, on the last day of the previous month if the end of the Term occurs after the 20 ^th day of the month, any balance due in capital, interest and fees will become payable and the Company will immediately be required to reimburse the balance of the Loan, unless the Loan is renewed as prescribed below.

9.	RENEWAL OF THE LOAN

9.1

If the Loan bears interest at the Variable rate and the Amortization is not attained, the Loan will automatically be renewed at the end of the term under the same conditions stated in this Loan Offer, and these will be applied to the Loan following such automatic renewal, unless a) IQ provides at least thirty (30) days before the end of the term a notice to the Company, specifying the new conditions of the Loan, or requesting the reimbursement of the Loan, or b) the Company reimburses the Loan.

9.2

If the Loan bears interest at a fixed rate, a) IQ will provide at least thirty (30) days before the end of the term a notice to the Company, specifying the new conditions of the Loan, or requesting the reimbursement of the Loan, or b) the Company will reimburse the Loan at the end of the term.

9.3

If IQ provides a renewal notice to the Company and at the end of the term the Loan is still not fully reimbursed, then the Loan will be renewed under the conditions stated in said notice, and this Loan Offer will be deemed to be amended accordingly.

9.4

It is however understood and agreed that under no circumstance, will the term, following the renewal of the Loan, exceed the total of the amortization period and any moratorium period, if applicable.


Initials of the IQ representative				Initials of the Company representative



	UNOFFICIAL TRANSLATION	Page 5 of 7

	LOAN OFFER

File: D139734
Company: E021661

This Loan Offer cancels and supersedes the Loan Offer issued on July 22, 2014

10.

SECURITY INTERESTS

10.1.

In order to provide a specific continuing guarantee of the fulfillment of all of the obligations of the Company vis-à-vis IQ under the terms hereof and in order to guarantee the execution of all other future and current direct and indirect obligations towards IQ, the Company must:

10.1.1.

Consent to granting IQ a principal hypothec of two million dollars ($2,000,000) and an additional hypothec of four hundred thousand dollars ($400,000) charging all of its current and future tangible, intangible and movable property;

Provided that the said hypothec is subject to all hypothecs already registered as of July 22, 2014.

10.1.2

Send IQ an irrevocable letter of credit for an amount equal to the balance of the Loan at that moment, on terms and conditions satisfactory to IQ, in the event that any of the letters of credit issued by Montrovest B.V. for the Project are cancelled.

10.1.3

Subscribe, to the satisfaction of IQ, to an all-risks insurance policy including a hypothecary clause providing coverage of its assets for the full amount of the Loan, thereby designating IQ as an additional insured.

10.2

Subject to the Company not being in default in accordance with this Loan Offer, IQ acknowledges and agrees that:

10.2.1

The Company can dispose of its inventory in the ordinary course of business and allow its bankers a first ranking security interest in said inventory, the proceeds of insurance and accounts receivable to guarantee any operating credit;

10.2.2

A lender can hold a first ranking moveable hypothec on all new equipment financed through a specific loan (other than provided for in the Project, if applicable) granted to the Company, provided that said hypothec is used solely to guarantee the loan that finances the acquisition of said equipment;

10.2.3

A lender can hold a first ranking moveable hypothec on the tax credits financed through a specific loan granted to the Company, and for which the lender obtained a guarantee bond from IQ.

11.

EXAMINATION FEE, MANAGEMENT FEE AND AMENDMENT FEE

11.1

EXAMINATION FEE

11.1.1.

This Loan Offer is subject to the payment of examination-related fees (herein referred to as a “Review Fee”) of one percent (1%) of the amount of the Loan, namely fifty thousand dollars ($20,000).

11.1.2.

This Review Fee, the balance of which must be paid to IQ upon acceptance of this Loan Offer, is not reimbursable, partially or fully, except if the Company ceases to implement of the Project for a reason which, in the opinion of IQ, is out of its control.


Initials of the IQ representative				Initials of the Company representative



	UNOFFICIAL TRANSLATION	Page 6 of 7

	LOAN OFFER

File: D139734
Company: E021661

This Loan Offer cancels and supersedes the Loan Offer issued on July 22, 2014

11.1.3.

Mere receipt of the Review Fee gives rise to no right in favour of the Company and does not oblige IQ to make any disbursement on the Loan, and these rights and obligations cannot be generated insofar as the terms and conditions set out in this Loan Offer are not met.

11.2.

MA NAGEMENT FEE

11.2.1.

The Company agrees to pay annually, on the anniversary date of the acceptance hereof by all parties, a management fee of two thousand dollars ($2,000).

12.

OTHER PROVISIONS

12.1.

Only the French version of this Loan Offer will be deemed official and, in all cases, the latter will prevail over any translation provided therewith.

12.2.

The Company acknowledges that all provisions contained herein and annexed hereto have been freely discussed between the Company and IQ and that the Company has received adequate explanation on the nature and scope of all provisions thereof.

13.

INFORMATION FOR DISBURSEMENTS

13.1.

If the Company wishes that IQ proceeds with the disbursements of the Loan by electronic transfer payments, the Company must attach a personalized, original cheque specimen inscribed with the name of the Company .

13.2.

IQ will proceed with the disbursements of the Loan by cheque made payable to the Company if the Company fails to provide IQ with a personalized, original cheque specimen inscribed with the name of the Company.

13.3.

In the event that an amendment is made relating to the banking information confirmed to IQ, the Company must provide IQ a new cheque specimen original and personalized with the name of the Company .


Initials of the IQ representative				Initials of the Company representative



	UNOFFICIAL TRANSLATION	Page 7 of 7

	LOAN OFFER

File: D139734
Company: E021661

This Loan Offer cancels and supersedes the Loan Offer issued on July 22, 2014

INVESTISSEMENT QUÉBEC


By:	/s/ Tarak Malad	Date:	July 25, 2014
	Signature

	Tarak Malad Director of Portfolio
	Name of authorized signatory, printed

By:	/s/ Bernard Rousseau	Date:	July 25, 2014
	Signature

	Bernard Rousseau Regional Director Regional Director of Montreal-Centre
	Name of authorized signatory, printed

ACCEPTANCE OF THE COMPANY

After having acknowledged the terms and conditions described herein and in the annexes, we accept this Loan Offer and, we hereby attach a cheque of twenty thousand dollars ($20,000) in payment of any Review Fee that is due.

We also include a duly completed and signed annex entitled “Pre-authorized debit” in order to reimburse any amount that is due pursuant to this Loan Offer and any subsequent modifications thereto, if any.

BIRKS GROUP INC.


Initials of the IQ representative				Initials of the Company representative


		LOAN OFFER

File: D139734
Company: E021661

This Loan Offer cancels and supersedes the Loan Offer issued on July 22, 2014

ANNEX A

GENERAL TERMS AND CONDITIONS OF THE LOAN

1.	DEFINITIONS

For the purposes of this Loan Offer, the following expressions have been defined hereafter unless the context requires a different meaning:

“Adjusted net worth” refers to the amounts in the balance sheet of the Company that reflect (a) the shareholder’s equity, (b) the subordinated debt, if applicable, for the total payment of other debts, (c) the loans granted to the Company by entities or affiliated companies and that have been postponed for the term of the Loan, (d) non-refundable subsidies from the federal, Quebec or municipal governments recorded as liabilities, (e) any future tax liability, and (f) non-redeemable preferred shares recorded as liabilities. Excluded from the Adjusted net worth are reported fees, future tax equity, advances made by the Company to entities or companies, whether affiliated or not, to its shareholders, and employees, as well as assets that are unnecessary, superfluous or not related to operations;

“Debt coverage ratio”, in accordance with the corporate balance sheet of the Company, refers to the EBITDA minus the sum of dividends, buybacks and advances made to shareholders or related corporations, the total divided by the sum of the interest expenses and SPLTD paid within the fiscal year;

“EBITDA” refers to the earnings before interest, tax, depreciation and amortization;

“Eligible expenditure” refers to the expenses specified in Annex B herein;

“Event of default” refers to a default of the terms described in Article 6 of this Annex under the heading “Event of Default”;

“Fixed-charge coverage ratio”, in accordance with the consolidated balance sheet of the Company, refers to the sum of EBITDA and new contributions of shareholders minus the sum of dividends, advances made to shareholders or related corporations and non-financed capital assets, the total divided by the sum of interest expenses and SPLTD;

“Long-term debt” refers to the amount of financial obligations that the Company is not usually required to pay during the current fiscal year and which appears in the long-term Liabilities section of its balance sheet other than loan granted to the Company by entities or affiliated companies, and that have been postponed for the term of the loan;

“Long-term debt to Adjusted net worth ratio”, in accordance with the balance sheet of the Company, refers to the long-term liability minus the sum of long-term tax liability and subordinated debt, the total divided by the Adjusted net worth;

“Material change” refers to all changes or modifications, whether it be an increase or a decrease which in the opinion of IQ could significantly, negatively affect the completion of the Project or a Significant Component thereof;

“Net sales” refers to gross sales minus returns, rebates, and cash discounts offered by the Company to its clients;

“Prime rate” refers to the prime rate used by the majority of six (6) federally chartered banks selected by IQ, expressed on a yearly basis. This rate is reviewed once a year and is therefore likely to vary weekly;


Initials of the IQ representative				Initials of the Company representative


		LOAN OFFER

File: D139734
Company: E021661

This Loan Offer cancels and supersedes the Loan Offer issued on July 22, 2014

“Significant component” refers to the legal existence of the Company, its financial situation, the results of operations, its ability to operate, hold its assets and perform all its general obligations or on the terms of any credit or security agreement that it is a party to;

“SPLTD” refers to the short term portion of a long-term debt;

“Term” refers to the initial term or any subsequent renewal;

“Total debt to Adjusted net worth ratio”, in accordance with the balance sheet of the Company, refers to the total liability minus the sum of future long-term tax liabilities and subordinated debt, the total divided by the Adjusted net worth;

“Working capital ratio”, in accordance with the balance sheet of the Company, refers to the short-term equity, divided by the short-term liability.

2.	INTEREST

2.1.

As of the final disbursement of the Loan, the Company will have the option to request from IQ, in writing, to change the Variable rate in respect of the Loan to the fixed interest rate effective at IQ at that time.

If the Company requests that IQ change the Prime rate applied to the Loan to a fixed rate, it accepts that the rate will be the one applicable at the time of the conversion, provided that the said rate has not increased since the request to convert. Should the opposite occur, the Company will be granted a delay of five (5) days, commencing on the date it has been informed by IQ of the new effective fixed rate to accept or turn down in writing that said rate.

IQ reserves the right to a maximum time limit of one (1) month to convert the Variable rate to the fixed rate and such, provided that the funds at the fixed rate are available to IQ on acceptable terms.

2.2.

The Company accepts any and all variation of the Prime rate that IQ may determine from time to time and for which IQ will keep track of in calculating any interest payable on any amount due herein.

2.3.

All account statements sent to the Company by IQ will constitute irrefutable proof of the accuracy of the calculation, unless the company advises IQ of the contrary within ten (10) days of receipt of any account statement.

2.4.

All outstanding payments in virtue of the agreement herein will bear interest as of the said date at the rate stipulated in this Loan Offer, without notice or formal demand.

2.5.

All outstanding unpaid interest will bear interest as of the said date at the rate stipulated in this Loan Offer, without notice or formal demand.

3.	PREPAYMENT

3.1.

The Company can reimburse in whole or in part the Loan in the form of prepayment, at any time and without notice, in the following manner:

3.1.1.

If the Loan bears interest at the Variable rate, by paying, an indemnity equal to three (3) months of interest on the


Initials of the IQ representative				Initials of the Company representative


		LOAN OFFER

File: D139734
Company: E021661

This Loan Offer cancels and supersedes the Loan Offer issued on July 22, 2014

amount reimbursed in the form of a prepayment, and such, at the rate applicable to the Loan.

3.1.2.

If the Loan bears interest at the fixed rate, by paying an indemnity on the amount of the prepayment which is the higher of:

3.1.2.1.

Three (3) months interest at the rate applicable to the Loan;

3.1.2.2.

The interest rate differential applicable on the remaining Term equal to the difference between the interest rate applicable to the Loan and the interest rate applicable to Quebec bonds with a term equivalent to the remaining Term, discounted to the interest rate applicable to Canada bonds with a term equal to the remaining Term on the Loan.

3.1.3.

However, the indemnity shall not exceed the amount of interest payable as of the date of the prepayment until the end date of the Term.

3.2.

Provided that the Company is not in default of this Offer, the Company can reimburse an amount of up to fifteen percent (15%) of the Loan balance without penalty in the ten (10) days before or after the anniversary date of the acceptance of this Loan Offer. If the Company does not proceed with said annual reimbursement, the respective amount cannot be carried forward to the next year.

3.3.

Any reimbursement of capital made in accordance with the previous paragraph will reduce the reimbursements provided for in this Loan Offer, starting with the payments which are due the latest.

4.	ELECTRONIC TRANSFERS

4.1.

The disbursement of the Loan can be made by IQ directly to the Company’s bank account, if IQ has obtained an original, personalized void cheque. However, IQ reserves the right to disburse the Loan by means of a cheque if it deems this method of disbursement is preferable in the circumstances.

4.2.

The Company hereby authorizes IQ to effect manual or electronic debits from its bank account of all payments the Company must make to IQ as provided herein. To that effect, the Company hereby authorizes the bank or financial institution with which it does business to honour the debits made by IQ, and accepts to complete and sign the annex entitled “Pre-authorized Automatic Debit” attached hereto.

4.3.

IQ will send to the Company, in advance, a debit note comprising any and all information related to the payments to be made by the Company.

4.4.

The Company commits to renewing the aforementioned authorization if it changes bank or financial institution before the Loan is fully reimbursed or as long as the Company remains indebted to IQ in connection with


Initials of the IQ representative				Initials of the Company representative


		LOAN OFFER

File: D139734
Company: E021661

This Loan Offer cancels and supersedes the Loan Offer issued on July 22, 2014

all payments owed hereto and to inform IQ of this change by providing it with a new annex entitled Pre-Authorized Automatic debit”, duly completed and signed.

4.5.

The Company agrees that the reimbursement of any and all amounts owed in accordance with this Loan Offer shall be made by way of cheque should IQ deem this method of payment preferable in the circumstances.

5.	GENERAL UNDERTAKINGS BY THE COMPANY

On and with effect from the date of acceptance of the said Loan Offer and for the total duration of the Loan, the Company undertakes to:

5.1.

Upon IQ’s request, provide its audited financial statements, its semi-annual financial statements, the financial statements of its subsidiaries and of any surety and, if applicable, its consolidated financial statements or any other financial statements, audited or not, requested by IQ within the delay requested, but in accordance with securities legislation and related regulations;

5.2.

provide annual financial forecasts along with any working hypothesis within ninety (90) days of the start of each fiscal year;

5.3.

not continue its corporate existence under a law other than its incorporating act;

5.4.

transact at arms-length with all persons, or as pertains to related person, in accordance with relevant securities legislation and related regulations;

5.5.

not consent to any loans, advances or any other form of financial aid to its shareholders, directors, officers or affiliated companies (with the exception of its wholly-owned subsidiaries), nor make any investments, nor grant any security nor make any transactions outside the normal course of business or in contravention of industry standards;

5.6.

not merge with any third parties;

5.7.

not move a substantial portion of its business activities outside of the province of Quebec;

5.8.

ensure that there is no change in the ultimate control of the Company;

“Control” means the holding of shares constituting a number of votes sufficient to elect a majority of the Company’s directors. “Ultimate Control” means the holding of said shares by one or more individuals granting control to the Company by way of one or several corporate entities that are shareholders of each other or the Company. In the event of the death of a shareholder having ultimate control of the Company, the transfer of shares from the deceased shareholder to his heirs is not deemed to constitute a change in the ultimate control of the Company,


Initials of the IQ representative				Initials of the Company representative


		LOAN OFFER

File: D139734
Company: E021661

This Loan Offer cancels and supersedes the Loan Offer issued on July 22, 2014

provided that said control remains with the legal heirs of the deceased shareholder.

5.9.

insure and maintain all-risks insurance coverage for the assets, for their replacement value, or subscribe to and maintain in force any and all insurance coverage thereof required by IQ and provide upon request copies of the insurance policies thereby subscribed to and any renewals. In the event that the Company is in default of respecting this undertaking, IQ reserves the right to rectify the situation, at the cost of the Company, and such, without prejudice to the exercise of any other rights in its favour;

5.10.

not hypothecate, sell or dispose in any way whatsoever the majority of its assets without prior written consent from IQ, except in the ordinary course of business and except with regard to what is expressly permitted herein;

5.11.

disclose without delay to IQ any litigation or proceedings in a court of law or judicial tribunal, commission or government agency in which it is a party and in which its assets could significantly be affected;

5.12.

Conform at all times with the laws to which it is subject in Quebec and more particularly, but without limiting the generality of the foregoing, standards relating to environmental protection, employment, and human rights;

5.13.

adopt at all times sociable conduct and responsible policy;

5.14.

If in the opinion of IQ in its sole discretion acting reasonably, the financial situation of the Company deteriorates in a significant way, allow IQ (i) to designate one of its representatives as an observer on the Company’s Board of Directors, or (ii) to ask the Company to create a management committee;

5.15.

maintain its operations in the ordinary course of business;

5.16.

make no significant changes to the Project without the prior written consent of IQ. If the actual cost of the Project surpasses the planned total, the Company shall provide or do the necessary to make sure its shareholders provide the necessary funds to cover any and all amounts exceeding the planned amounts, and such, in an manner that IQ deems satisfactory or acting in a reasonable practicable, before the balance of the Loan is disbursed. If the actual costs by the Company in connection with the Project are lower than the total expenses prescribed under the heading “Project”, IQ reserves the right to decrease the amount of the Loan proportionately;

5.17.

Throughout the Term of the Loan delivering to IQ at its request all documents that it may deem to be useful or pertinent;


Initials of the IQ representative				Initials of the Company representative


		LOAN OFFER

File: D139734
Company: E021661

This Loan Offer cancels and supersedes the Loan Offer issued on July 22, 2014

5.18.

upon request from IQ, providing all certificates or documents that are required in accordance with the legislation in the province of Quebec;

5.19.

not assign or transfer any rights granted to it in accordance with the terms of this Offer without the prior written consent of IQ;

5.20.

pay all expenses related to the preparation and registration, if required, of all documentation necessary to give legal effect to this Loan Offer and any to any amendment thereto;

5.21.

pay all reasonable costs incurred by IQ to exercise its rights in terms of this Loan Offer, including those costs allowing IQ to execute all the obligations of the Company and its sureties, if any, to protect, execute and preserve all security consented to in guarantee of the Loan or to proceed to an evaluation of the assets of the Company and its sureties, if any, upon request by IQ, including all legal fees, expenses and costs as well as the expenses and fees of any agent, trustee or other;

5.22.

pay all reasonable costs that are billed by an external consultant, selected by IQ, to advise the latter on all questions related to the Loan; Specifically, the mandate assigned to the external consultant may extend to the preparation of financial and operational analysis of the Company; the evaluation of the security offered and the elements of intellectual property related to the Project as well as any other question related to the protection of IQ’s rights;

5.23.

upon prior notice to the Company, allow any and all representatives of IQ, to enter the Company’s premises during normal working hours to conduct, at IQ’s cost, an examination of the books, physical buildings, and inventory of the Company and obtain copies of all documents;

5.24.

disclose to IQ without delay any financial aid granted to the Company, in any form whatsoever, by the government of Quebec, its ministries and agencies for the purpose of realizing the Project.

6.	EVENT OF DEFAULT

Notwithstanding any provision to the contrary hereof, and even if the conditions set forth are respected, IQ reserves the right to, at its discretion, terminate the Loan or any portion of the Loan not yet disbursed by the latter or to defer the disbursement and terminate the moratorium on capital, where applicable, and the Company undertakes to repay, upon demand, in part or in full, the sums disbursed on the Loan, with interest, fees and accessory charges, should the following occur:

6.1.

if the Company interrupts or abandons the Project in whole or in part;

6.2.

if the Company or surety assigns its property, is under order of sequestration in virtue of the Bankruptcy and Insolvency Act, makes a proposal to its creditors or falls into bankruptcy in virtue of said Act, or if or a surety it has been ordered to liquidate its assets in virtue of the rules for liquidation provided for in the Business Corporations Act or


Initials of the IQ representative				Initials of the Company representative


		LOAN OFFER

File: D139734
Company: E021661

This Loan Offer cancels and supersedes the Loan Offer issued on July 22, 2014

any other law with the same effect, or if it avails itself of the provisions set forth in the Companies’ Creditor Arrangement Act;

6.3.

if the Company or a surety is insolvent or about to become insolvent or if it or a surety fails to maintain its legal existence or if its financial situation or the financial situation of a surety deteriorates so as to put survival in peril;

6.4.

if the Company is in default with the terms of an agreement or a guaranty related to its loans, namely, without limiting the generality of the foregoing, if it is in default of the terms of any agreement with IQ, or if the Company is subject to a request for reimbursement of any loan payable upon demand;

6.5.

if there are any changes in the ultimate control of the Company that was not previously authorized in writing by IQ;

6.6.

if, according to IQ and without IQ’s consent, a Material Change arises in the Project or in its financing, in the nature of the Company’s operations or, generally, in the level of risk;

6.7.

if the project-related assets are liquidated or the project-related capital lease is terminated, as applicable;

6.8.

in the event of any significant errors or omissions in a declaration, concealment, false declaration, fraud, or falsification of documents by the Company or a surety;

6.9.

if the Company or its surety fails to comply with any or all of its obligations and conditions stipulated hereof.

7.	GENERAL PROVISIONS

7.1.

This contract shall be governed by the laws in the Province of Quebec, and in the event of any dispute, the tribunals in Quebec shall have sole competent jurisdiction. In addition, this Loan Offer is subject to the terms and conditions prescribed in the Act Respecting Investissement Quebec.

7.2.

By accepting this Loan Offer, the Company declares that all information of technical or financial or economic nature provided to IQ on a historical basis is true.

7.3.

For the purposes of this Offer, all notices must be sent in writing, by certified mail or courier, by fax or hand delivery. Notifications from IQ will be sent to the Company’s head office, to the attention of the authorized representative who will sign the acceptance of this Loan Offer for and on behalf of the Company. All notifications from the Company or its shareholders will be sent to Investissement Québec, to its office at 600 De la Gauchetière Ouest, bureau 1500, Montreal, Quebec, H3B 4L8, to the attention of its Corporate Secretary. All notices by personal delivery shall be deemed to have been received on the day they are delivered; all notices by fax shall be deemed to have been received on the


Initials of the IQ representative				Initials of the Company representative


		LOAN OFFER

File: D139734
Company: E021661

This Loan Offer cancels and supersedes the Loan Offer issued on July 22, 2014

date of transmission if the notice was transmitted on a business day during normal business hours, otherwise the notice shall be deemed to have been received the following business day; all notices by certified or registered mail shall be deemed to have been received on the third business day following their mailing by the sender.

7.4.

In the event that the Company is governed by new accounting principles, and these new principles have a significant impact on any provision of this Loan Offer regarding any calculation based on the financial statements of the Company, IQ reserves the right to amend such provision to conform it to its original purpose.

8.	AVAILABILITY AND CANCELLATION FEES

8.1.

If the Company has not made any request for disbursement within six (6) following the acceptance of this Loan Offer, IQ will be entitled to cancel this Loan Offer.

8.2.

If the Company does not request the disbursement of any amount of the Loan which the Company is entitled to receive within six (6) months following the acceptance of this Loan Offer, IQ is entitled to cancel that portion of the Loan, as well as any balance.

8.3.

The Company can request that the portion of the Loan to which it is entitled to receive be maintained by paying to IQ an indemnity calculated on a daily basis, as of the aforementioned

date, at the rate of one point five percent (1.5%) per year, on this portion of the Loan (herein referred to as the “Availability Fee”) and payable on the last day of every month, starting on the last day of the month following the aforementioned date.

8.4.

The Company reserves the right to request, the cancellation of any balance not yet disbursed and the Availability Fee shall cease to accrue as of the date of IQ`s receipt of the Company`s written notice.

8.5.

If the Company requests the cancellation of more than twenty-five percent (25%) of the Loan amount, a cancellation fee of zero point five percent (0.5%) on the cancelled amount will be due and payable on the last day of the month following said cancellation.

9.	PUBLIC ANNOUNCEMENT

9.1.

By accepting this Loan Offer, the Company consents to IQ making a public announcement by communicating the principal parameters of the financial assistance granted to the Company, including but not limited to: the name of the Company, Company’s type of operations, the nature and amount of the financial assistance provided for hereto, as well as the number of Company employees, it being understood that IQ should make reasonable efforts to obtain the Company’s prior approval of the Company on the content of such announcement.


Initials of the IQ representative				Initials of the Company representative


		LOAN OFFER

File: D139734
Company: E021661

This Loan Offer cancels and supersedes the Loan Offer issued on July 22, 2014

9.2.

If the Company wishes to officially announce the Project or proceed to an official inauguration it shall notify IQ fifteen (15) days in advance, so as to allow the latter to participate.

9.3.

IQ consents to the filing of this contract with the securities authorities in accordance with the laws and regulations applicable to the Company.


Initials of the IQ representative				Initials of the Company representative


		LOAN OFFER

File: D139734
Company: E021661

This Loan Offer cancels and supersedes the Loan Offer issued on July 22, 2014

ANNEX B

PROJECT AND FINANCING


Project	Total Costs (Eligible Expenses)		Financing
Working Capital	$	10,000,000	Shareholder advances (USD) Letter of credit already issued	$	5,000,000
			New financing from Bristol Real Estate SA –capital Lease (USD)	$	1,000,000
			12-month capital standstill (CAD) already authorized by IQ	$	2,500,000
			IQ Loan	$	2,000,000

Total:	$	10,000,000	Total:	$	10,000,000


Initials of the IQ representative				Initials of the Company representative


		LOAN OFFER

File: D139734
Company: E021661

This Loan Offer cancels and supersedes the Loan Offer issued on July 22, 2014

ANNEX D

POSTPONEMENT OF REPAYMENT OF CLAIM

(By a corporate body)

Re.: Loan in the amount of two million dollars ($2,000,000) by Investissement Québec (“IQ”) to (the “Company”).

MONTROVEST B.V. (the “Creditor”), a legally constituted corporate body having a place of business at Spoorsingel 11, 2871 TT Schoonhoven, Netherlands, declares:

That it is the Creditor of one million five hundred thousand dollars ($1,500,000) (the “Claim”) due to the Creditor by the Company as a result of loans and advances of money to which the Creditor consented;

That it is a shareholder of the Company or has a business relationship with the latter and that the Creditor has an interest that this loan, of which the Creditor has knowledge of the terms and conditions thereof, be approved by IQ.

THEREFORE, in order to permit the Company to comply with the terms and conditions of the said loan, and in consideration of its declared interest, the Creditor undertakes:

as long as the Company is a debtor of IQ, the Creditor shall not claim or accept the payment of a part or all of the principal of the Claim, nor any interest thereon; however, provided that the Company is not in default of the terms of the said loan, interest not to exceed eleven percent (11%) per annum net of any tax withholdings may be paid to the Creditor; and it is understood that at all times, the total amount of the Claim plus interest thereon can be converted to class A voting shares from the Company’s share capital;

to not assign, sell, transport or negotiate the Claim or any of its constituting documents, or the right or interest of the Creditor in the Claim or in said documents.

The Creditor releases IQ of all liability for any loss that the Creditor could incur arising from the undertakings of the Company as they relate to the Claim or the undertakings of the Creditor to these terms, including all loss resulting from prescription.

This postponement shall be valid notwithstanding any delay, respite, renewal or discharge that IQ may grant to the Company or to other persons.

IN WITNESS WHEREOF, MONTROVEST B.V. has signed at UTRECHT this July 2014.


Initials of the IQ representative				Initials of the Company representative

Exhibit 4.36

[*]:

THE CONFIDENTIAL MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION

RENEWED AND AMENDED DISTRIBUTION AGREEMENT

This Renewed and Amended Distribution Agreement (the “Agreement”) is made as of October 3, 2014 by and between

Birks Group Inc., a company incorporated under the laws of Canada having its principal office at 1240 Phillips Square, Montreal, Québec (“ Birks ”), Mayor’s Jewelers, Inc., a wholly-owned subsidiary of Birks incorporated under the laws of Delaware and having its principal office at 5870 North Hiatus Road, Tamarac, Florida (“ Mayors ”)

and

Damiani International B.V., a company incorporated under the laws of The Netherlands having its principal office at Prins Bernhardplein, 200-11097 JB Amsterdam, The Netherlands (“Damiani INT.”),the parent company Damiani S.p.A., a company incorporated under the laws of Italy, having its principal office at Piazza Damiano Grassi Damiani, 1 – 15078 Valenza (AL) together with Damiani INT. and Damiani S.p.A. direct or indirect subsidiaries and/or affiliates (the “ Affiliates ”) for the fulfilment of the obligations of this Agreement (hereinafter collectively referred to as “ Damiani ”, which expression shall mean and include, unless contrary to the context or meaning thereof, its successors and assigns).

(Birks and Mayors, together with any respective direct or indirect subsidiaries thereof, are hereafter also jointly referred to as the “ B&M Group ” and B&M Group and Damiani collectively referred to as the “ Parties ”)

WHEREAS B&M Group and Damiani International B.V. (“ Damiani INT. ”) entered into a Distribution Agreement effective September 26, 2009 and a First Amendment to Distribution Agreement and Settlement effective June 17, 2010 (both such agreements collectively referred to herein as the “ First Distribution Agreement ”);

WHEREAS Damiani INT. has the ownership of and/or the title to use the “DAMIANI”, “CALDERONI” “SALVINI”, ALFIERI & ST. JOHN” and “BLISS” trademarks and, inter alia, produces “DAMIANI”, “CALDERONI”, “SALVINI”, ALFIERI & ST. JOHN” and “BLISS” lines of refined jewelry products, predominantly in gold, platinum, diamonds, gemstones and precious metals, including, without limitation, rings, wedding bands, earrings, bracelets, necklaces, charms, armlets, pendants, brooches, as well as watches and other luxury products (the “ Products ”);

WHEREAS Damiani sells the Products under various brands which it owns or has the right to use, including the following brands:

(a)	the Damiani brand (the “ Major Brand ”); and

(b)	the Calderoni, Salvini, Bliss and Alfieri & St. John brands (the “ Minor Brands ”);

WHEREAS B&M Group wishes to continue to distribute Products under the Major Brand and the Minor Brands in the Canadian and U.S. markets;

WHEREAS B&M Group purchased the Products from Damiani INT. pursuant to the First Distribution Agreement and some of those Products remain in B&M Group’s inventory (said remaining Products may also be referred to herein specifically as “Existing Products”). A list of Existing Products that is current as of September 27, 2014 is attached hereto;

WHEREAS the First Distribution Agreement shall terminate on October 3, 2014 and the Parties are interested to renew and amend the said agreement with reference to the distribution in the Canadian and U.S. markets of Products belonging to the Major Brand “Damiani” only (“ New Damiani Products ”);

WHEREAS B&M Group wishes to return and replace some of its Existing Products with the refresh of New Damiani Products and purchases of additional New Damiani Products;

WHEREAS Damiani can fulfill its obligations to sell and to deliver New Damiani Products under this Agreement to B&M Group directly and/or through its Affiliates; and

WHEREAS B&M Group has agreed vis-à-vis Damiani to distribute and sell the New Damiani Products in its stores pursuant to the terms of this Agreement.

NOW THEREFORE , the above recitals together with the Schedules hereto being incorporated into and forming integral and essential part of this Agreement, in consideration of the mutual agreements hereinafter set forth, the parties hereto agree as follows:


Section 1	Existing Products

	1.1	B&M Group shall mutually agree with Damiani which of the Existing Products shall be sold in its store locations as set out in Schedule ‘A’ attached hereto (“ Schedule ‘A’ Stores ”), and which of its Existing Products shall be sold in its store locations as set out in Schedule ‘B’ attached hereto (“ Schedule ‘B’ Stores”). The Parties agree to meet within 15 days from the signature of this Agreement to mutually select the Existing Products to be sold in “A” and “B” Stores.

	1.2	B&M Group shall have the right to exchange the Existing Products (with the exception of the purchases of Products made by B&M Group with the express clause of “not return”, unless otherwise agreed with Damiani) up to a maximum Cost Value (as defined below) of two million US dollars (US$2,000,000), with New Damiani Products selected by B&M Group together with Damiani (the “Refreshed Products”). The Parties agree that the selection of the whole value of Existing Products to be exchanged (the “Returned Products”) shall be made by B&M Group together with Damiani within 15 days from the signature of the present Agreement, and that the selection of the whole value of the Refreshed Products shall be made by B&M Group together with Damiani within 30 days from the signature of the present Agreement. Damiani agrees to exchange the products requested by B&M Group within 30 days from the selection of the Refreshed Products. B&M Group will return the Products for the same Cost Value of the Refreshed Products immediately upon receipt of the shipment of the Refreshed Products from Damiani and Damiani authorizes B&M Group to provide the

- 2 -


		Returned Products to Damiani’s designated third party agent. The Parties agree that the return and the exchange will take place within the same fiscal year, provided that the request to return or exchange products is made prior to 90 days before the end of such fiscal year. All Existing Products that are returned and exchanged for Refreshed Products shall be delivered free and clear of all liens granted in favour of third parties, in good and saleable condition and in accordance with the quality standards in which the Existing Products were accepted by B&M Group. [*].

	1.3	The Refreshed Products shall not be returned and exchanged for other Refreshed Products.

Section 2	Replenishment of Schedule ‘A’ Stores

	2.1	During the Term of this Agreement, B&M Group shall replenish the Existing Products [*] as provided in this Section 2.

	2.2	[*].

	2.3	B&M Group shall make best efforts to maintain a combined total annualized average inventory of [] (“Inventory”) in [] accordance with Schedule ‘C’, attached hereto, by way of anticipated quarterly replenishment in order to maintain the level of Inventory as determined by B&M Group, on the following schedule:

		• by no later than January 31, 2015 for the quarterly period ending June 30, 2015;

		• by no later than April 30, 2015 for the quarterly period ending September 30, 2015;

		• by no later than July 31, 2015 for the quarterly period ending December 31, 2015;

		• by no later than November 30, 2015 for the quarterly period ending March 31, 2016;

	2.4	Notwithstanding anything to the contrary herein, B&M Group shall have no obligation to purchase New Damiani Products until B&M Group has received and returned a Cost Value (as defined below) of two million US dollars (US$2,000,000) of Existing Products for Refreshed Products in accordance with section 1.2.

	2.5	The price to be paid by B&M Group to Damiani for purchases of New Damiani Products shall be [] (“ Cost Value* ”).

- 3 -



		2.6		B&M Group shall pay for all purchases of New Damiani Products ordered within 60 (sixty) days of its receipt of delivery of the New Damiani Products provided the corresponding invoice from Damiani is received within ten (10) days of the due date.

		2.7		Damiani shall use its best efforts to deliver the New Damiani Products to B&M Group within ninety (90) days from receipt of a written order. B&M Group may cancel the purchase order if, following an additional grace period of 15 days, Damiani has not delivered the New Damiani Products for which an order was placed.

		2.8		The Parties agree that the B&M Group orders placed in the previous months with an approximate cost value of [*] and not already delivered by Damiani shall be delivered by Damiani within 15 days from the signature of this Agreement and B&M Group shall pay Damiani within 90 (ninety) days of B&M Group’s receipt of said orders.

		2.9		Following its receipt of the New Damiani Products, B&M Group shall, at agreed upon stores, display the New Damiani Products for sale at Damiani’s suggested U.S. retail prices or Canadian Retail Prices, as the case may be, or such other price deemed appropriate by B&M Group. The expression “ Canadian Retail Prices ” in this Agreement means that Canadian retail price suggested by B&M Group to Damiani for each Damiani Product which will be sold in Canada by B&M Group to its retail customers calculated by applying an estimated currency exchange rate factor to the sum of the US retail price and the Canadian import duty. In the event that there are significant fluctuations either in the US Dollar / Canadian Dollar exchange rate for an extended period or in the Canadian import duties, B&M Group will suggest new Canadian Retail Prices to Damiani for its approval which shall not be unreasonably withheld.

		2.10		The Parties agree to establish an annual business plan (the “ Annual Business Plan ”) that includes sales goals [*] that will be distributing Products as well the inventory turn objectives, GMROI goals, marketing, event plans and management (e.g. location) of the Products, and such other goals as the Parties may mutually agree upon.

				The first Annual Business Plan under this Agreement, related to the fiscal year ending on March 31, 2015, shall be agreed upon by the Parties within thirty (30) days after the execution of this Agreement, and thereafter for the subsequent fiscal year, the relevant Annual Business Plan shall be agreed by the Parties by the end of March of each year.

				In addition, the Parties shall meet on a quarterly basis to review actual progress against such goals and agree to use their best efforts to achieve these goals. In particular, the Parties agree to use their best efforts to achieve sales, inventory turn and GMROI goals.

- 4 -


Section 3	Payment for Existing Products under the First Distribution Agreement

	3.1	B&M Group shall make the following payments to Damiani related to the purchase of Existing Products (section 1.3(v) of the First Distribution Agreement) and co-advertising expenses (section 11.16 of the First Distribution Agreement), in full and final settlement of the obligations that B&M Group may have towards Damiani INT. or Damiani regarding said points 1.3 (v) and 11.16 of the First Distribution Agreement, and Damiani and Damiani INT. hereby release B&M Group from all claims in relation thereto:

		[*]

	3.2	B&M Group shall make additional annual payments on February 15 ^th , 2015 and February 15 ^th , 2016 (the “ Annual Payments ”) for the Existing Products and the Refreshed Products delivered to B&M Group and sold by B&M Group. Each payment will be an amount equal to the greater of:

			(a)	the cumulative Cost Value of the Existing and the Refreshed Products sold by B&M Group since the date of the First Distribution Agreement up to the January 31 immediately preceding the applicable payment date, and

			(b)	the cumulative minimum annual amounts set forth below up to and including the applicable date,

			minus the cumulative Annual Payments made since the date of the First Distribution Agreement.

	3.3	The following are the minimum annual amounts and the payment dates:

			(i)	US$400,000 on February 15, 2010;

			(ii)	US$1 million on February 15, 2011;

			(iii)	US$1.1 million on February 15, 2012;

			(iv)	US$1.2 million on February 15, 2013;

			(v)	US$1.3 million on February 15, 2014;

			(vi)	US$500,000 on February 15, 2015;

			(vii)	US$500,000 on February 15, 2016.

Section 4	Consignment Products

	4.1	Damiani may from time to time provide to B&M Group with New Damiani Products on consignment for special promotional events or other store events that may be mutually agreed upon from time to time by the Parties at prices and terms which will be mutually agreed upon between the Parties from time to time.

- 5 -



Section 5	Right to Return

	5.1	At the termination or expiration of this Agreement, B&M Group shall have the option, in its sole discretion, to return, within sixty (60) days following the termination or expiration of this Agreement, at Damiani’s expense, up to US$4 million at the actual Cost Value of any unsold Existing Products to Damiani from Damiani NY Location (as defined herein below), free and clear of all Liens and in good and saleable condition and in accordance with the quality standards in which the Existing Products were accepted by B&M Group, without any further obligation of B&M Group (the “ Return Products ”). The transfer of the title to the unsold Return Products to Damiani shall occur upon delivery without any further notice or formality.

	5.2	In the event that the Return Products, the Cost Value of which has already been paid to Damiani, are returned by B&M Group to Damiani in accordance with Section 5.1, the Cost Value paid by B&M Group to Damiani for the Return Products returned shall be reimbursed by Damiani to B&M Group as follows: (i) B&M Group will first offset any such amount against any accounts payable (even if not due yet) owed by B&M Group to Damiani; (ii) if such accounts payable are insufficient to cover the amount to be reimbursed, then Damiani shall reimburse any remaining amount within ninety (90) days from the date that the Return Products were delivered to Damiani.

	5.3	In the event that B&M Group chooses not to return part or all of the Existing Products in accordance with section 5.1 hereof, B&M Group will pay Damiani the Cost Value of such unreturned, unsold and unpaid Products, in addition to the purchased New Damiani Products at the due dates, within seventy-five (75) days after the termination or expiration of the Agreement.

	5.4	For the sake of clarity, B&M Group shall not have the right to return any New Damiani Products (refresh of Existing Products and purchase of additional Products) at the termination of this Agreement.

Section 6	Delivery of Damiani Products

	6.1	With respect to the New Damiani Products to be delivered by Damiani to B&M Group pursuant to this Agreement, the Products shall be delivered by Damiani, in accordance with B&M Group’s prior written instructions given at the time of the purchase order placement to Damiani, to one of the following B&M Group locations: (i) B&M Group distribution facility located at 5870 North Hiatus Road, Tamarac, Florida, or (ii) B&M Group distribution facility located at 1240 Phillips Square, Montreal, Québec (collectively, the “ Distribution Centres ”).

- 6 -



		6.2		Damiani shall be responsible to arrange for, and to pay all costs, expenses, duties, excise and other taxes, customs and insurance and inspection charges, and other similar charges or fees related to, the transportation, freight and delivery of all such New Damiani Products delivered by Damiani from Europe to its office or warehouse facility located in the City of New York (“ Damiani NY Location ”).

		6.3		Damiani shall be entitled to be reimbursed by B&M Group for the actual shipping expenses incurred and supported by a corresponding invoice in accordance with shipping standards agreed to by B&M Group that are incurred for the transportation and delivery of the New Damiani Products from the Damiani NY Location to B&M Group distribution facility located at 5870 North Hiatus Road, Tamarac, Florida.

		6.4		Damiani shall be entitled to be reimbursed by B&M Group for the actual shipping expenses incurred and supported by a corresponding invoice in accordance with shipping standards agreed to by B&M Group that are incurred for the transportation and delivery of the New Damiani Products from the Damiani NY Location to B&M Group distribution facility located at 1240 Phillips Square, Montreal, Québec. However, the Parties expressly agree that the Canadian import duties and the relevant custom clearances shall be directly borne by B&M Group and at its sole expense.

		6.5		Any incremental shipping fees or costs due to expedited deliveries shall be borne by Damiani unless specifically agreed upon by the Parties or further to a specific request of B&M Group.

		6.6		Title to the purchased Products and risk of loss of the purchased Products shall pass from Damiani to B&M Group when B&M Group takes possession of the Products at its specified Distribution Centre.

		6.7		Upon the delivery in accordance with this Section 6 of any New Damiani Products, B&M Group shall have ten (10) Business Days to inspect such New Damiani Products in accordance with its “Quality Assurance Inspection Program”. If any of the Products, do not meet the quality standards and specifications of B&M Group’s “Quality Assurance Inspection Program” – a copy of which shall have been provided to Damiani before the signature of this agreement by B&M Group to Damiani, are damaged, contain a manufacturer’s defect or flaw or are otherwise not fit for resale to B&M Group’s customers, are not in conformity with the samples, specifications or other descriptions provided by the B&M Group to Damiani, or in the event of a material breach by Damiani of any obligation hereunder or under any purchase order or any warranty, express or implied, any claim by B&M Group or any third party of non-compliance with applicable laws or regulations (including, without limitation, infringement or alleged infringement of any trademark, copyright or trade name, and/or any claim of unfair competition or interference with contractual relations), B&M

- 7 -


		Group shall within a reasonable period of time from becoming aware of the event provide a written notice to Damiani of such an event (stating in reasonable detail the nature of the event and shall consult with Damiani with respect to the event). In the event that the quality standards or specifications are not met, B&M Group may, at its option, return such Product(s). Any and all Products returned to Damiani shall be at Damiani’s sole risk and expense. Damiani shall, immediately upon return of any such products, provide the B&M Group with a refund of all monies paid by the B&M Group for such products or offset such amount against any sums owing to Damiani or, at Damiani’s option, repair or replace such products at Damiani’s expense. Furthermore, any additional costs resulting from order discrepancies shall be assumed by Damiani. Damiani acknowledges that receipt and inspection of any Products does not waive any rights or stop the B&M Group from asserting any rights (including, without limitation, the right to return the products and obtain a refund of all monies paid or offset such amount against sums owing to Damiani), claims or demands based on subsequently discovered defects, defaults or breaches. In addition, the B&M Group retains its right to pursue all other remedies and damages available to it under the law or in equity and be indemnified in accordance with Section 8.1 hereof. Nothing in this Section 6 shall in any way restrict or limit the general obligation at law of the B&M Group to mitigate any loss which it may incur as a result of any matter giving rise to any such claim.

	6.8	Subject to the provisions of this Agreement, in the event that the Products are not delivered within the delivery schedule required by the B&M Group, and a new delivery schedule is not agreed to, B&M Group shall have the right to refuse the respective order, in its sole discretion.

Section 7	Representations and Warranties of Damiani

	7.1	Damiani represents and warrants to B&M Group that:

a)	Damiani is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation;

b)	Damiani has the power and authority to enter into and perform its obligations under this Agreement and to grant all rights which it grants hereunder;

c)	the execution of this Agreement by Damiani and the performance by Damiani of its obligations hereunder have been duly authorized by all necessary corporate action on its part. Such execution and performance by Damiani does not require any action or consent of, any registration with, or notification to, any person, or any action or consent under any laws to which Damiani is subject;

d)	this Agreement constitutes a legal, valid and binding obligation of Damiani, enforceable against it in accordance with its terms;

- 8 -



e)	the rights and obligations of Damiani hereunder are not in conflict with applicable law or with its constating documents or any of its contractual commitments, undertakings or third party agreements;

f)	all Products provided by Damiani to B&M Group will be free from all defects in material and workmanship, considering the handmade nature of the product, and will conform to the quality and packaging standards that may be provided to Damiani from time to time by B&M Group;

g)	all Products to be delivered by Damiani to B&M Group pursuant to this Agreement shall conform in every manner to B&M Group’s “Quality Assurance Inspection Program” and to the samples, models, drawings, plans, specifications and any other descriptions made to or received by Damiani or B&M Group as the case may be; and

h)	all Products to be delivered by Damiani to B&M Group pursuant to this Agreement will be of consistent kind and high quality, conform to representations of merchantability and fitness for particular purpose and conform to all government and regulatory standards of manufacture, specifications and quality.

	7.2	B&M Group has specifically relied upon such representations and warranties in entering into this Agreement. Damiani acknowledges that B&M Group is purchasing the Products for resale by B&M Group on its own behalf and, accordingly, represents and warrants that Damiani’s and all other warranties with respect to the Products are transferable to B&M Group’s ultimate consumer and that all such warranties are completely effective and enforceable by B&M Group and/or its ultimate consumer. All warranties, both express and implied, shall constitute conditions and survive inspection, acceptance and payment.

	7.3	Damiani further warrants that it is the owner of or has the right to use the Products’ Intellectual Property (as defined in Section 13.1 hereof) and that the Products and the Products’ Intellectual Property will not interfere with any contractual rights or infringe upon any patents and/or copyrights and/or any trademark, trade dress, trade name or similar property right, and Damiani warrants and agrees that all Products delivered to B&M Group pursuant to this Agreement shall be and remain free and clear of all encumbrances, liens, claims and debts of any nature whatsoever. Damiani warrants that at the time of transfer of the Products to B&M Group, Damiani shall have good and marketable title to such products free and clear of all encumbrances, hypothecs and charges and that the transfer of such products, where applicable, shall be rightful and shall not be subject to any import quota, restrictions or regulation preventing or forbidding the importation or sale of the products or any component part thereof. All Products shall be in full compliance with all domestic and foreign customs and other government regulations, including without limitation marking and packaging requirements. Damiani hereby represents and warrants to B&M Group that all Products purchased from time to time by B&M Group are authentic and genuine as properly marked and represented. Without limitation, such products are accurately and properly marked, labelled and manufactured by Damiani, and such products are neither counterfeit nor adulterated in any manner and Damiani has the lawful right to sell such products to B&M Group without breaching any third party rights and without any resale restrictions imposed on B&M Group.

- 9 -



	7.4	Damiani will provide any person that purchases a Product at a B&M Group store with its standard warranty with respect to such Product. Damiani will provide B&M Group with copies of Damiani’s written warranty with respect to each Product so that B&M Group may, on Damiani’s behalf, provide a copy of such written warranty for the benefit of any person that purchases a Product at a B&M Group store.

Section 8	Indemnification by Damiani

	8.1	Upon written notice, Damiani shall protect, defend, indemnify and hold harmless B&M Group, its affiliates, officers, employees and agents against all liabilities and damages resulting from threats of actions, actions, proceedings, suits, claims, liabilities, demands, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs), or any other cost or loss asserted against, incurred by or imposed upon B&M Group by reason of any actual or alleged violation or breach by Damiani of any of the warranties, representations, covenants or other obligations of Damiani set forth herein or in any purchase order entered into hereunder or any claim of infringement or alleged infringement of any copyright, a claim of infringement or alleged infringement of any trademark, trade dress, trade name, brand name, and/or any claim or alleged claim of unfair competition or interference with contractual relations; provided, however, that no settlement of such threats of action, actions, proceedings, suits, claims, liabilities or demands may be made without the B&M Group’s prior written consent to the terms thereof. Damiani agrees to represent B&M Group with attorneys reasonably acceptable to B&M Group or B&M Group, at its option, may represent itself and Damiani will promptly reimburse B&M Group for such reasonable expenses as incurred. Damiani’s indemnification shall apply to recall or seizure of Products whether voluntary or involuntary as requested by any governmental agency, and to the effects of such actions as may be required to assure compliance with all appropriate laws, regulations, rules, guidelines, ordinances and/or standards governing the importation, safety or labelling of such products. This Section 8.1 shall survive the termination or expiration of this Agreement.

Section 9	Representations and Warranties of B&M Group

	9.1	B&M Group represents and warrants to Damiani that:

a)	each of Birks and Mayors is duly incorporated, validly existing and in good standing under the laws of its respective jurisdiction of incorporation;

- 10 -


b)	B&M Group has the power and authority to enter into and perform its obligations under this Agreement and to grant all rights which it grants hereunder;

c)	the execution of this Agreement by B&M Group and the performance by B&M Group of its obligations hereunder have been duly authorized by all necessary corporate action on its part. Such execution and performance by B&M Group does not require any action or consent of, any registration with, or notification to, any person, or any action or consent under any laws to which B&M Group is subject;

d)	this Agreement constitutes a legal, valid and binding obligation of B&M Group, enforceable against it in accordance with its terms;

e)	the rights and obligations of B&M Group hereunder are not in conflict with applicable law or with its constating documents or any of its contractual commitments, undertakings or third party agreements; and

f)	Birks and/or Mayors, as the case may be, holds and shall maintain for the whole term of this Agreement, all licenses, permits and governmental or regulatory approvals required in order to sell and distribute the Products in those jurisdictions in which B&M Group stores are operated. Birks and/or Mayors is/are responsible for obtaining any necessary import licences or permits required for the entry of the Products into Canada or the U.S.A. in case of direct delivery from Damiani to B&M Group.

Section 10	Indemnification by B&M Group

	10.1	Upon written notice, B&M Group shall protect, defend, indemnify and hold harmless Damiani, its affiliates, officers, employees and agents against all liabilities and damages resulting from threats of actions, actions, proceedings, suits, claims, liabilities, demands, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs), or any other cost or loss asserted against, incurred by or imposed upon Damiani by reason of any actual or alleged violation or breach by B&M Group of any of the warranties, representations, covenants or other obligations of B&M Group set forth herein or in any purchase order entered into hereunder; provided, however, that no settlement of such threats of action, actions, proceedings, suits, claims, liabilities or demands may be made without Damiani’s prior written consent to the terms thereof. B&M Group agrees to represent Damiani with attorneys reasonably acceptable to Damiani or Damiani, at its option, may represent itself and B&M Group will promptly reimburse Damiani for such reasonable expenses as incurred. This Section 10.1 shall survive the termination or expiration of this Agreement.

- 11 -


Section 11	Covenants of the Parties

	11.1	During the Term of this Agreement (as defined in Section 14.1) and beyond its termination, B&M Group shall not sell the Products outside of Schedule ‘A‘ Stores and Schedule ‘B‘ Stores.

	11.2	During the Term of this Agreement, Damiani undertakes to supply B&M Group with Products and B&M Group shall purchase Products only from Damiani or its Affiliates. It is strictly forbidden for B&M Group to purchase directly or indirectly Products from other sellers, or to sell Products through sale channels other than its direct stores, during this present Agreement and beyond its termination, without Damiani’s prior express written consent.

	11.3	B&M Group shall use its commercially reasonable efforts to: (i) provide priority to the Major Brand (external windows and internal counters) in relation to the other jewelry brands offered in its Schedule ‘A’ Stores, other than products under the Birks or Van Cleef & Arpels brands and other than the brands represented by “shop-in-shop” concepts in the Schedule ‘A’ Stores, the whole provided that the provision of such priority to the Major Brand would not jeopardize the B&M Group’s sales or such individual store’s existing business, and (ii) promote and display the New Damiani Products consistent with the B&M Group’s existing display standards in its Schedule ‘A‘ Stores.

	11.4	B&M Group shall allow authorized Damiani personnel to take inventory of all Products in B&M Group stores on a semi-annual basis (whether such inventory is on display or is located in a secured area on or off the premises). B&M Group shall also allow authorized Damiani personnel, at any time upon reasonable prior notice, to access B&M Group’s premises during regular business hours and to consult with B&M Group’s staff pertaining to any purchase or sale of Products by B&M Group for the purpose of verifying B&M Group’s compliance with the terms of this Agreement.

	11.5	Unless otherwise agreed to by Damiani, B&M Group will only resell Products from the premises of a B&M Group store and such resells shall be limited to sales to bona fide and final customers of B&M Group. B&M Group agrees that it shall not resell Products to other retail dealers, whether or not those dealers are authorized Damiani dealers, or to any buyer other than a bona fide and final customer of B&M Group.

	11.6	B&M Group, in addition to the existing Damiani “Corner” in B&M Group’s Calgary store location, shall operate a total of at least two (2) Damiani “Corner” concepts in Canada and two (2) Damiani “Corner” concepts in the United States, as may be requested by Damiani during the Term, in B&M Group store locations to be mutually agreed by the Parties. The cost of building the Damiani Corners as well as the cost of all associated fixtures, furniture and equipment (the cost of New Damiani Products is excluded) [*]. Within thirty (30) days after the execution of this Agreement, the Parties shall make best efforts to mutually develop a sales plan and inventory turn target for the Damiani Corners.

- 12 -


			11.7			Within thirty (30) days after the execution of this Agreement by the Parties, the Parties shall work together in good faith to develop a detailed marketing plan for the Term of this Agreement. The Parties agree that the said marketing plan shall be supported by a budget amount as provided below [*]

			11.8			The said marketing plan, as well the related budget, shall include the following:

			a)			Advertising materials.

						Notwithstanding the foregoing, advertising materials necessary for the advertising production (such as photos, layouts, etc.) shall be developed and provided by Damiani and approved by B&M Group, or in certain instances, proposals can be made by B&M Group with the approval of Damiani, provided that production materials will be supplied by Damiani at no cost to B&M Group.

			b)			Marketing plan and expenses.

						The marketing plan shall include among other things, advertising, catalogue, direct mail and in-store events which shall be mutually agreed upon on an annual basis, the costs of which shall be shared in accordance with Section 11.7 above. B&M Group will pay for these mutually agreed upon expenses and Damiani shall reimburse B&M Group its share of the expenses within sixty (60) days from receipt of an invoice and supporting documentation from B&M Group for the incurred expenses or B&M Group may offset any amount to be reimbursed by Damiani against any amounts due to Damiani by B&M Group. The Parties will agree upon those elements of the marketing plan for which the B&M Group will incur the cost and for which the respective amount will be assumed by Damiani.

			c)			The “SHPP” events (super high profile promotion) which will promote the sale of Major Brand between the months of November and May of each year, will be mutually agreed upon and organized in the stores of B&M Group where the Major Brand is offered to B&M Group’s retail customers or in the shopping malls where B&M Group stores are located and in the areas close to such stores, if appropriate and allowed by the shopping mall.

			d)			Special events to promote the Major Brand masterpiece collection of products (such collection to be defined by Damiani) will be organized during the whole year with reserved invitation to the top retail customers of B&M Group. The Parties will agree on the scheduling and budget for each Major Brand masterpiece events.

			e)			Catalogues. If the Parties mutually agree to promote the sales of the Major Brand through the catalogues of B&M Group, B&M shall give priority visibility to the Major Brand relative to other jewelry brands except for the Birks brand and the Van Cleef & Arpels brand.

			11.9			In addition to the foregoing, B&M Group undertakes to:

			a)			give to the New Damiani Products in Schedule ‘A‘ Stores a position in internal counters and external windows, when and where appropriate, that will have the

- 13 -


	priority in terms of visibility among other jewellery brands sold by B&M Group, except for products under the Birks brand, the Van Cleef & Arpels brand and other brands represented by “Shop-in-shop” concepts. The Parties undertake to review and agree upon the possible solutions for the Schedule ‘A‘ Stores on a store by store basis;

b)	provide a commission program to its sales professionals for the sale of New Damiani Products which shall be equal to the applicable commission program for the sale of products under the Birks brand and which is no less than that offered with respect to any other brands offered by B&M Group and shall be at the sole expense of B&M Group;

c)	in addition to the above, Damiani will have the right but not the obligation to grant at its sole expense to the sale professionals and to the store directors of B&M Group additional incentives that will be agreed upon by the Parties to increase the sales of New Damiani Products through B&M Group stores (i.e. incentive travels, etc.);

d)	the Parties will work together and agree on the way to include New Damiani Products in the “Client Appreciation events” that B&M Group usually organizes during the month of November of each year in order to distinguish the New Damiani Products among the other jewellery brands to promote the Christmas sales.

11.10	B&M Group undertakes:

	(1)	to market and distribute the Products through its own stores and only to the ultimate retail customers;

	(2)	to use its commercially reasonable efforts to promote and display the New Damiani Products in the Schedule ‘A‘ and “B” Stores;

	(3)	not to sell the Products by Internet and e-commerce channels or by other direct mail measures, or by door to door selling;

	(4)	agree to represent the Products in keeping with its quality image and prestige;

	(5)	to diligently safeguard the interests of the Products for the purpose of increasing sales of the Products without compromising B&M Group’s sales or an individual store’s existing or future business;

	(6)	to provide a monthly sales report, itemized by product, brand and store, which indicates the value and the quantity of the purchased Products sold and which will be sent to Damiani by B&M Group within 30 days from the end of each month;

	(7)	to assume all risk of loss or damage of any Products which may be provided by Damiani to B&M Group on consignment, unless such loss or damage is caused by defects in such products;

- 14 -


		(8)	to obtain, maintain and provide proof of proper insurance coverage on terms reasonably acceptable to Damiani for any Products which may be provided by Damiani to B&M Group on consignment at B&M Group’s expense and to name Damiani as an additional insured party in such reasonable amounts not to exceed the Cost Value of such products;

		(9)	to disclose to its lenders and creditors that any Products which may be provided by Damiani to B&M Group on consignment are not owned by B&M Group, are owned by Damiani and are held by B&M Group on consignment.

	11.11	In order to enable B&M Group to standardize Damiani’s sales techniques and to follow their expansion, so as to supply customers with the best possible service, only if expressly requested by Damiani, B&M Group undertakes to attend with all its appropriate sale professionals yearly training courses that will be arranged by Damiani with the cooperation of B&M Group, and the expenses for said courses (i.e. trip, travelling expenses, board and lodging B&M Group’s employees and other related expenses, etc.) shall be borne by Damiani unless otherwise mutually agreed between the Parties.

	11.12	All security interests and subordination agreements granted and executed pursuant to the First Distribution Agreement shall continue to be in full force and effect. Each party hereto undertakes to do all reasonable acts and things and promptly execute and deliver all agreements, documents and instruments reasonably required by the other party in order to carry out the provisions and intent of this Agreement, including the continued effectiveness of the aforementioned security interest and subordination agreements.

Section 12	Confidentiality

	12.1	Both Damiani and B&M Group acknowledge that it may have access to and receive confidential and proprietary information from the other party, including, but not limited to, organizational structure, business plans, marketing philosophy and objectives, competitive advantages and disadvantages, cost figures, sales or other financial results, vendor names and addresses, and distributor names and addresses. It is agreed that Damiani and B&M Group shall protect the confidentiality of any information disclosed by the other party and that they each will not disclose such information of the other party, either directly or indirectly, to any third person or entity without the prior written consent of such other party. This confidentiality covenant has no temporal, geographical or territorial restrictions. Notwithstanding the foregoing, the provisions of this confidentiality provision shall not apply to information: (i) which is in the public domain other than through a violation of this provision, or (ii) which is required to be disclosed pursuant to the valid order, rule or regulation of an administrative agency or judicial court of competent jurisdiction, provided that the party obligated to disclose such information shall notify the other party of any disclosure required by law and provide such other party with the opportunity to intervene and

- 15 -


		contest such disclosure. The terms of this provision shall survive the expiration or termination of this Agreement and/or the termination of the relationship between Damiani and B&M Group.

	12.2	Upon the termination of this Agreement or upon the request of either party, each party shall: (i) return or cause to be returned to the other party all copies of any confidential information of the other party in its possession or in the possession of its Representatives, and (ii) destroy all copies of any analyses, compilations, studies or other documents prepared by the party or for its use containing, incorporating or reflecting any confidential information of the other party, in either case, before the close of business 48 hours following the date of the termination of this Agreement or, as the case may be, the request by a party to return all confidential information.

	12.3	Either party may only issue press releases concerning this Agreement after receiving approval of the content of such releases by the other party.

Section 13	Intellectual Property

	13.1	Damiani confirms that it is the owner of or has the right to use the various intellectual property it uses in connection with the Products, including, without limitation, the Major Brand name, the Minor Brand names, any and all other brand names of Products (as the case may be), as well as all logos, product names, trade names and trademarks (whether registered or not) used in connection with the Products (collectively, the “ Products’ Intellectual Property ”). Damiani hereby grants to B&M Group for the Term of this Agreement (as defined in Section 14.1 hereof) and for a period of six (6) months thereafter, a non-exclusive, royalty-free license to use the Products’ Intellectual Property for the purpose of distributing and selling the Products. Any use of the Products’ Intellectual Property by B&M Group in any approved advertising, marketing campaign or promotional materials shall be accompanied by a notice that indicates that all Products’ Intellectual Property is the property of Damiani and is being used by B&M Group solely with Damiani’s permission.

	13.2	B&M Group expressly agrees that it has no right, title or interest to the Products’ Intellectual Property and that it may only use such Products’ Intellectual Property in accordance with the terms of Section 13.1 hereof.

	13.3	Upon the prior written consent of B&M Group, throughout the Term of this Agreement (as defined in Section 14.1 hereof), Damiani or any authorized affiliate of Damiani shall have the non-exclusive right to use the names “Birks”, “Mayors”, “Birks & Mayors” and “Birks Group” in a corporate presentation or, in agreed to manner by B&M Group, on its corporate letterhead or other such written materials. Any use of the names “Birks”, “Mayors”, “Birks & Mayors” or “Birks Group” in accordance with the foregoing shall be accompanied by a notice that indicates that all such names are the property of B&M Group and are being used by Damiani solely with B&M Group’s permission.

- 16 -


	13.4	Damiani expressly agrees that it has no right, title or interest to the names “Birks”, “Mayors”, “Birks & Mayors” or “Birks Group” and that it may only use such names in accordance with the terms of Section 13.3 hereof.

Section 14	Term of the Agreement.

	14.1	The term of this Agreement (the “ Term ”) shall commence on the date hereof and, unless terminated, extended or renewed in accordance with Sections 14 and 15 hereof, shall terminate on March 31, 2016.

	14.2	Within 6 months prior to the expiration of the Term, the Parties shall re-evaluate in good faith the extension or renewal of this Agreement upon such terms and conditions as may be agreed to at such time by the Parties.

Section 15	Termination of the Agreement. Consequences.

	15.1	Material Breach. Either party may terminate this Agreement by notice to the other party if the other party shall fail to cure any material breach of this Agreement within 30 days after notification of such material breach.

	15.2	Insolvency. This Agreement shall terminate automatically without notice to either party if any of Damiani, Birks or Mayors is adjudicated bankrupt, makes a general assignment for the benefit of its creditors, or takes the benefit of any insolvency, re-organization or other relief act, or if a receiver or trustee is appointed for its property.

	15.3	In the event of termination or expiration of the Agreement, nothing shall be owed between the Parties by way of indemnification, except for any indemnification deriving from contract breaches or fraudulent and/ or negligent actions.

	15.4	In case of termination or expiration of the Agreement, for any reason, B&M Group :

		a)	shall cease to use the Damiani’s trademark and any distinctive signage and shall cease to define itself a distributor of Damiani;

		b)	shall return to Damiani all documentation, productions, drawings of any nature whatsoever which may have remained in its possession and which pertain to the Products constituting the subject of this Agreement, or to Damiani;

		c)	shall return all promotional and advertising materials in its possession supplied by Damiani;

- 17 -


	d)	in general shall refrain from acting in such a way that third parties may reasonably be induced to believe that the contractual relationship between B&M Group and Damiani is continuing;

	e)	shall bind itself not to use any sale method that is not in keeping with the image of prestige and quality concerning the Products, brands and distinctive signs;

	f)	B&M Group shall promptly return to Damiani any Products which may have been provided on consignment;

	g)	At its sole discretion and within three months from termination or expiration of this Agreement, Damiani shall have the right to buy back from B&M Group all or part of the inventory of the remaining Products not already returned by B&M Group to Damiani in accordance with Section 5 hereof at the price calculated by discounting the Cost Value of the B&M Group with a percentage of [*]. The price paid by B&M Group to Damiani for such Products bought back by Damiani shall be reimbursed by Damiani to B&M Group as follows: (i) B&M Group will first offset any such amount against any accounts payable (even if not due yet) owed by B&M Group to Damiani; (ii) if such accounts payable are insufficient to cover the amount to be reimbursed, then Damiani shall reimburse any remaining amount within ninety (90) days from the date that the Products were delivered to Damiani.

15.5	In case of termination or expiration of the Agreement each Party’s future rights and obligations hereunder shall cease immediately; provided that the termination does not affect (i) a Party’s accrued rights and incurred obligations as at the date of termination or expiration and (ii) the continued existence and validity of the rights and obligations of the Parties under those clauses which expressly provide for the survival thereof after termination or expiration of the Agreement and any provisions of this Agreement necessary for the interpretation or enforcement of this Agreement. For greater certainty but without limiting the generality of the foregoing, the provisions of Sections 5, 7, 8, 9, 10, 12, 15, 16 and 17 shall survive the termination or expiration of this Agreement.

- 18 -


Section 16	Notices

	16.1	Any notice or other communication to be given in connection with this Agreement by one party to the other shall be given in writing and shall be given by registered mail or by facsimile, and if by registered mail or facsimile shall be addressed to the recipient as follows:


If to Damiani:

	Damiani International B.V.
	Prins Bernhardplein
	200-11097 JB Amsterdam The Netherlands

	Attention : Legal Department
	Facsimile: (+41) 919125060

	Damiani S.p.A.
	Piazza Damiano Grassi Damiani
	1 – 15078 Valenza (AL)
	ITALY

	Attention : Legal Department
	Facsimile: (+39) 131929521

If to B&M Group:

	Birks Group Inc.
	1240 Phillips Square
	Montreal, Québec
	H3B 3H4

	Attention : Vice-President, Legal Affairs & Corporate Secretary Facsimile: (514) 397-2537


	16.2	Any notice or other communication is deemed to be delivered and received: (i) if sent by registered mail, on the third next business day, or (ii) if sent by facsimile, on the same business day of the date of confirmation of transmission by the originating facsimile, or (iii) if given by personal delivery, on the same business day of delivery. For the purposes of this Agreement, “business day” means Monday to Friday, inclusively, exclusion made of any day that is a statutory holiday in the Province of Québec.

	16.3	Either party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication must thereafter be sent to such party at its changed address.

Section 17	General Provisions

	17.1	Time shall be of the essence of this Agreement.

	17.2	The relationship between Damiani and B&M Group is that of independent contractors, and neither party nor its employees, agents or representatives shall in

- 19 -


				any event be construed as the mandatary, principal, agent, partner, joint venturer, franchisor, franchisee or representative of the other. Both are independent contractors acting for their own accounts, and neither is authorized to make any commitment or representation, express or implied, on the other’s behalf unless authorized to do so by the other party by way of a signed written instrument.

		17.3		This Agreement shall enure to the benefit of and shall be binding on and enforceable by the Parties and, where the context so permits, their respective successors and permitted assigns. No assignment by either party of any of its respective rights and obligations hereunder shall be permitted without the prior written consent of the other party.

		17.4		The Parties recognize that either of them may for operating convenience or other reasons use standard printed orders or forms for ordering, purchasing, delivering, acknowledging or accepting products or for other similar purposes. Notwithstanding the use of such orders or forms, the terms and conditions thereof are hereby waived and shall be considered as having no force and effect to the extent they are inconsistent with the terms set forth in this Agreement.

		17.5		B&M Group acknowledges that Damiani is a publicly-traded company listed on the Italian Stock Exchange (MTA) and acknowledges to be aware that the Italian securities laws may prohibit any person and entity who has material, non-public information concerning Damiani S.p.A. and its subsidiaries from communicating such information to any other person or to use such information to make speculative transactions on Damiani securities. B&M Group acknowledges that the “DAMIANI Group” adopted a Code of Conduct, declares to know it (“Codice Etico” – Schedule ‘D’) and undertakes to manage its business in compliance with the provisions of said Code of Conduct, provided it does not conflict with B&M Group’s Code of Conduct or other applicable policies, and laws applicable to B&M Group.

		17.6		The terms and conditions of this Agreement are subject to the terms and conditions of the Subordination Agreement entered into on October 29, 2009 among B&M Group, Damiani and B&M Group’s lenders.

		17.7		The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. If any provision of this Agreement is declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement shall remain in full force and effect.

		17.8		Each party shall not be responsible for any failure to perform its obligations under this Agreement due to a superior force or cause (“force majeure”) beyond the reasonable control of such party, including, but not limited to, sabotage, riot, fire, flood, insurrection, terrorism, war or acts of God.

		17.9		No modification of or amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by Damiani, on the one side, and

- 20 -


				Birks, acting for itself and in the name and on behalf of Mayors, on the other side. No waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided, shall be limited to the specific breach waived. No failure on the part of either party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of any such right or the exercise of any other right.

		17.10		Each party shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may, either before or after the execution hereof, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

		17.11		The Parties agree that invoices from Damiani to B&M Group will be always denominated and paid in US dollars. However, suggested retail prices will be denominated in local currencies of the respective country (USA or Canada).

		17.12		This Agreement constitutes the entire agreement between the Parties with respect to the sale and resale of Damiani’s products and to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the Parties with respect thereto, including the First Distribution Agreement. Therefore, starting from the date hereof, any inventory of Damiani’s products, either purchased by or held on consignment by B&M Group, shall be subject to the provisions hereof. There are no representations, warranties, conditions, agreements, undertakings or acknowledgements, express or implied, that form part of or affect this Agreement, or which induced any party to enter into this Agreement or on which reliance was placed by any party, except as specifically set forth in this Agreement.

		17.13		This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The Parties agree that this Agreement may be transmitted by telecopier and/or electronic PDF copy and that the reproduction of signatures by telecopier and/or electronic PDF copy will be treated as binding as if originals.

		17.14		This Agreement and all sales made pursuant to this Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein. The Parties hereby attorn to the non-exclusive jurisdiction of the courts of the Province of Québec. Damiani irrevocably waives, in connection with any such action or proceeding, any objection, (including without limitation, any objection to venue or based on the grounds of forum non conveniens), which it may now or hereafter have to the bringing of any such action or proceedings in such jurisdiction. The application of the United Nations Convention for the International Sale of Goods of April 11, 1980 as may be amended from time to time is expressly excluded.

- 21 -


		17.15		Where a US Dollar amount has to be converted or expressed in another currency, or where its equivalent in another currency has to be determined (or vice versa ), the calculation is made at the spot rate announced by the Bank of Canada at or around noon on the Business Day preceding the relevant date for the relevant currency against US Dollars (or vice versa ).

		17.16		If a judgment is to be rendered against a Party for an amount owed hereunder and if the judgment is rendered in a currency (“Other Currency”) other than that in which this amount is owed under this Agreement (“Currency of the Agreement”), such Party must pay, if applicable, at the date of payment of the judgment, an additional amount equal to the excess (i) of the amount owed under this Agreement, expressed into the Other Currency as at the date of payment of the judgment, over (ii) the amount of the judgment. For the purposes of obtaining the judgment and making the calculation referred to in (i), the exchange rate shall be the average spot rate, on the relevant date, announced by the Bank of Canada for the Other Currency. Any additional amount owed under this Section 17.16 will constitute a cause of action distinct from the cause of action which gave rise to the judgment, and said judgment shall not constitute res judicata in that respect.

		17.17		The Parties hereto acknowledge that they have expressly required that the present Agreement and all schedules, documents and notices relating thereto be drafted in the English language. Les parties aux présentes déclarent qu’elles ont expressément exigé que la présente convention et tous les annexes, documents ou avis qui y sont afférents soient rédigés en anglais.

[ Remainder of this page intentionally left blank ]

- 22 -

IN WITNESS WHEREOF , the parties have caused their duly authorized representatives to execute this Agreement as of the date first above written.


DAMIANI INTERNATIONAL B.V.

By:
		Authorized Signing Officer

DAMIANI S.p.A.

By:
		Authorized Signing Officer

BIRKS GROUP INC.

By:
		Authorized Signing Officer

MAYOR’S JEWELERS, INC.

By:
		Authorized Signing Officer

- 23 -

SCHEDULE ‘A’ STORES

[*]

SCHEDULE ‘B’ STORES

[*]

SCHEDULE ‘C’

[*]

SCHEDULE ‘D’

DAMIANI CODE OF CONDUCT

- 2 -

LOGO

EXHIBIT 4.50

LOGO

April 18, 2013

PERSONAL AND CONFIDENTIAL

Mr. Jean-Christophe Bédos

32, Chemin Anwoth

Westmount, Québec

H3Y 2E7

Dear Jean-Christophe,

Re: Incentive Compensation

We refer you to your Employment Agreement entered into as of January 4, 2012. Section 2.2 a) thereof states that your target bonus for the annual cash bonus opportunity is 65% of your Base Salary (as this term is defined in the Employment Agreement).

Upon the recommendation of the Compensation Committee, the directors unanimously agreed at the Board meeting of April 18, 2013 to adjust your variable Incentive Compensation package by (i) modifying the target bonus percentage for your annual cash bonus and (ii) granting you a stock option to purchase 100,000 Class A voting shares of the Company upon terms and conditions that are in accordance with the Company’s Long-term Incentive Plan. This letter is to confirm that the target bonus for the annual cash bonus is modified from 65% to 85% of Base Salary effective as of the date of this letter and that a stock option agreement will be provided to you in relation to the stock option grant.

All other terms of the Employment Agreement remain unchanged.

Yours truly,

/s/ Lorenzo Rossi di Montelera

L ORENZO R OSSI D I M ONTELERA

Chairman

EXHIBIT 4.52

EXECUTION VERSION

CONSENT AND FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT

THIS CONSENT AND FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT , dated as of July 25, 2014 (this “ Amendment ”), by and among (i) MAYOR’S JEWELERS, INC ., a Delaware corporation (the “ US Borrower ”) and BIRKS GROUP INC. – GROUPE BIRKS INC. (formerly known as BIRKS & MAYORS INC.), a Canadian corporation (the “ Canadian Borrower ” and, together with the US Borrower, the “ Borrowers ”), (ii) the guarantors party to the Credit Agreement referred to below (the “ Guarantors ” and, together with the Borrowers, the “ Loan Parties ”), (iii) the lenders party to the Credit Agreement referred to below (collectively, the “ Lenders ”), (iv) BANK OF AMERICA, N.A. , in its capacity as administrative agent (the “ Administrative Agent ”), (v) BANK OF AMERICA, N.A. (acting through its Canada branch) , as Canadian agent (the “ Canadian Agent ” and, together with the Administrative Agent, the “ Agents ”), and (vi) BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION , as co-collateral agents (the “ Co-Collateral Agents ”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement referred to below.

WHEREAS , the Borrowers, the Guarantors, the Lenders, the Agents, and the Co-Collateral Agents are party to that certain Second Amended and Restated Revolving Credit and Security Agreement, dated as of June 8, 2011 (as amended by that certain First Amendment to Second Amended and Restated Revolving Credit and Security Agreement, dated as of August 22, 2013, by that certain Second Amendment to Second Amended and Restated Revolving Credit and Security Agreement, dated as of May 12, 2014, that certain Third Amendment to Second Amended and Restated Revolving Credit and Security Agreement, dated as of June 10, 2014 and as may be further amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the “ Credit Agreement ”), pursuant to which the Lenders have extended credit to the Borrowers on the terms and subject to the conditions set forth therein;

WHEREAS , the Borrowers have requested, among other things, that the Lenders and the Agents amend certain provisions of the Credit Agreement subject to the terms and conditions set forth herein; and

WHEREAS , the Borrowers, the Lenders, and the Agents have agreed, on the terms and conditions set forth herein, to amend certain provisions of the Credit Agreement.

NOW, THEREFORE , in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

§1. Amendments to the Credit Agreement .

(a) Amendment to Section 1.1 . The following new definitions are hereby inserted into Section 1.1 of the Credit Agreement in the appropriate alphabetical order:

“ Additional Availability - the receipt by the Borrowers after the Fourth Amendment Effective Date of at least Cdn$3,000,000 of additional cash from new financings or Additional Subordinated Debt, or from cash equity contributions, in each case, acceptable to the Agents and Lenders.”

“ Fourth Amendment - the Consent and Fourth Amendment to Second Amended and Restated Revolving Credit and Security Agreement, dated as of July [ ], 2014 by and among the Borrowers, the Guarantors party thereto, the Lenders party thereto, the Agents and the Co-Collateral Agents.”

“ Fourth Amendment Effective Date - July [ ], 2014.”

(b) Amendment to Section 1.1 . The definition of “ Montrovest LC Effective Advance Rate ” is hereby deleted in its entirety and the following substituted in its stead:

“ Montrovest LC Effective Advance Rate - (a) from the Third Amendment Effective Date through and including August 31, 2014, 100%, (b) so long as the Additional Availability has not been received, on the first calendar day of each calendar month following August 31, 2014, the Montrovest LC Effective Advance Rate shall be deemed reduced by two and one half percentage points from the Montrovest LC Effective Advance Rate in effect during the prior calendar month and (c) commencing upon the receipt of the Additional Availability, the Montrovest LC Effective Advance Rate shall be 100%.”

(c) Amendment to Section 1.1 . The definition of “ Required Milestones ” is hereby amended by replacing the reference to “Third Amendment” with “Fourth Amendment” in such definition.

(d) Amendment to Section 1.1 . The definition of “ Schedule III Reserve ” is hereby amended by replacing the reference to “Third Amendment” with “Fourth Amendment” in such definition.

(e) Amendment to Section 1.1 . The definition of “ Second Contribution ” is hereby deleted in its entirety.

(f) Amendment to Section 10.2 . Section 10.2.26 of the Credit Agreement is hereby deleted in its entirety and the following substituted in its stead:

“ 10.2.26. Budget Compliance . Until a Recapitalization Transaction has been consummated, no Loan Party shall allow (a) until Additional Availability is received, (i) Actual Cash Receipts for any Cumulative Four Week Period to be less than 90% of the Budgeted Cash Receipts for any such Cumulative Four Week Period and (ii) Actual Disbursement Amounts for any Cumulative Four Week Period to exceed 110% of the Budgeted Disbursement Amounts for any such Cumulative Four Week Period and (b) after Additional Availability is received, (i) Actual Cash Receipts for any Cumulative Four Week Period to be less than 87.5% of the Budgeted Cash Receipts for any such Cumulative Four Week Period and (ii) Actual Disbursement Amounts for any Cumulative Four Week Period to exceed 112.5% of the Budgeted Disbursement Amounts

for any such Cumulative Four Week Period. The parties acknowledge that the Borrowers may consummate special sales for consideration of at least $100,000 for which the cash proceeds for such sales are received in one reporting period but the disbursement to satisfy the payable relating thereto is not made until a subsequent period. With respect to such special sales, an amount equal to the cash proceeds for such special sale less the related payable for the goods which are the subject of the special sale shall be included in the period in which the full purchase price for such sale is received (it being understood that the receipt of a deposit in connection with such special sale shall not be included as a cash receipt until the goods relating thereto are received by the purchaser and the full purchase price paid), to the end that the related payable shall be deemed a disbursement for the same period in which the cash receipts are received, whether or not such disbursement is in fact made during such period. Thereafter, when the disbursement for such payable is actually made, such payment shall not be deemed a disbursement in the period when actually made.”

§2. Consents; No Waivers .

(a) The Agents and the Lenders hereby acknowledge that the thirteen (13) week cash flow budget submitted to the Agents on July 22, 2014 for the period ending October 18, 2014 is satisfactory. The Agents and the Lenders agree that they will not undertake any action against the Borrowers or Guarantors solely by virtue of the Agents’ and the Lenders’ failure to have approved any budget submitted to them prior to July 22, 2014.

(b) On the Fourth Amendment Effective Date, solely for purposes of acknowledging the Borrowers’ compliance with the Required Milestones for June 20, 2014 and June 27, 2014, the Agents and the Lenders shall be deemed to have approved (x) the initial Compliance Certificate delivered to the Agents dated June 20, 2014 and (y) the Restructuring Plan dated June 26, 2014; provided that:

(i) such approval shall not constitute the Agents’ and the Lenders’ approval of any Recapitalization Transaction. The terms of any Recapitalization Transaction will be subject to the approval of the Agents and the Lenders at a later date;

(ii) such approval shall not constitute the Agents’ or the Lenders’ approval of any budget for periods subsequent to October 18, 2014, or any components of such budgets, including without limitation, Budgeted Cash Receipts or Budgeted Disbursement Amounts; and

(iii) such approval shall not constitute the Agents’ or the Lenders’ approval of any one time restructuring charges in connection with severance and lease termination costs resulting from implementation of the Restructuring Plan for purposes of determining Consolidated EBITDA or for any other purpose under the Credit Agreement.

§3. Representations and Warranties . Each of the Loan Parties hereby represents and warrants to the Agents and the Lenders as of the date hereof as follows:

(a) The execution and delivery by each of the Loan Parties of this Amendment and all other instruments and agreements required to be executed and delivered by such Loan Party in connection with the transactions contemplated hereby or referred to herein (collectively, the

“ Amendment Documents ”), and the performance by each of the Loan Parties of any of its obligations and agreements under the Amendment Documents and the Credit Agreement and the other Loan Documents, as amended hereby, are within the corporate or other authority of such Loan Party, have been authorized by all necessary corporate proceedings on behalf of such Loan Party and do not and will not contravene any provision of law or such Loan Party’s charter, other incorporation or organizational papers, by-laws or any stock provision or any amendment thereof or of any indenture, agreement, instrument or undertaking binding upon such Loan Party.

(b) Each of this Amendment, the other Amendment Documents, the Credit Agreement and the other Loan Documents, as amended hereby, to which any Loan Party is a party constitute legal, valid and binding obligations of such Loan Party, enforceable in accordance with their terms, except as limited by the Bankruptcy Code, any Canadian Debtor Relief Law, any other insolvency, debtor relief or debt adjustment law or similar laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

(c) No approval or consent of, or filing with, any governmental agency or authority is required to make valid and legally binding the execution, delivery or performance by the Loan Parties of this Amendment, the other Amendment Documents, the Credit Agreement or any other Loan Documents, as amended hereby, or the consummation by the Loan Parties of the transactions among the parties contemplated hereby and thereby or referred to herein.

(d) The representations and warranties contained in Section 9 of the Credit Agreement and in the other Loan Documents were true and correct as of the date made. Except to the extent of changes resulting from transactions contemplated or permitted by the Credit Agreement and the other Loan Documents and except to the extent that any representations and warranties relate expressly to an earlier date, after giving effect to the provisions hereof, such representations and warranties, both before and after giving effect to this Amendment, also are true and correct, in all material respects, as of the date hereof.

(e) Each of the Loan Parties has performed and complied in all respects with all terms and conditions herein required to be performed or complied with by it prior to or at the time hereof, and as of the date hereof, both before and after giving effect to the provisions of this Amendment and the other Amendment Documents, there exists no Default or Event of Default.

(f) As of the date hereof, and after giving effect to the loan pursuant to that certain Offre de Prêt (Loan Offer) from Investissement Québec to the Canadian Borrower on July 22, 2014, the aggregate principal amount of Quebec Subordinated Debt outstanding is an amount equal to Cdn$11,375,009 and the accrued interest as of July 22, 2014 on the principal amount of Quebec Subordinated Debt which has been advanced is equal to Cdn$52,551.36.

(g) Each of the Loan Parties hereby acknowledges and agrees that the representations and warranties contained in this Amendment shall constitute representations and warranties as referred to in Section 11.1(b) of the Credit Agreement, a breach of which shall constitute an Event of Default.

§4. Effectiveness . This Amendment shall become effective upon the satisfaction of each of the following conditions (the “ Fourth Amendment Effective Date ”), in each case in a manner satisfactory in form, scope and substance to the Administrative Agent and the Lenders:

(a) This Amendment shall have been duly executed and delivered by each of the Borrowers, each of the Guarantors, the Administrative Agent, the Canadian Agent and each of the Lenders and shall be in full force and effect.

(b) The Administrative Agent shall have received a duly executed Consent and Second Amendment to Second Amended and Restated Term Loan and Security Agreement dated as of the date hereof by and among the Loan Parties, the Term Loan Lenders, Pathlight Capital, LLC as Term Loan Agent and the “Co-Collateral Agents” (as defined therein).

(c) The Administrative Agent shall have received a duly executed Third Amendment to Amended and Restated Intercreditor Agreement dated as of the date hereof, by and among the Agents, the Term Loan Agent, the Co-Collateral Agents (as such term is defined in the Term Loan Agreement) and acknowledged by each Loan Party.

(d) The Administrative Agent shall have received a duly executed Amendment to the Quebec Subordination Agreements on terms acceptable to the Administrative Agent and the Lenders or other evidence from Investissement Québec acceptable to the Administrative Agent and the Lenders that the Moratorium is effective and the Quebec Subordination Agreements incorporate such Moratorium. As used herein, “Moratorium” means a principal moratorium with respect to the Quebec Subordinated Debt valued at approximately Cdn$2,500,000.

(e) The Borrowers shall have paid to the Administrative Agent, for the ratable benefit of the Lenders, a fee in the amount of 0.05% of the Commitments ($57,500) (the “ Amendment Fee ”), which Amendment Fee shall be fully earned, due and payable on the date of this Amendment.

(f) The Borrowers shall have paid all reasonable costs and expenses incurred by the Agents, including the fees and expenses of the Agents’ US and Canadian counsels, to the extent that copies of invoices for such fees and expenses have been delivered to the Borrowers.

(g) The Agents shall have received such other items, documents, agreements, items or actions as the Agents may reasonably request in order to effectuate the transactions contemplated hereby.

(h) No Default or Event of Default shall have occurred and be continuing.

§5. Release . In order to induce the Administrative Agent, the Canadian Agent and the Lenders to enter into this Amendment, each Loan Party acknowledges and agrees that: (a) no Loan Party has any claim or cause of action against the Administrative Agent, the Canadian Agent, the Co-Collateral Agents, any Issuing Bank or any Lender (or, with respect to the Credit Agreement and the other Loan Documents and the administration of the credit facilities thereunder, any of their respective directors, officers, employees, agents or representatives); (b) no Loan Party has any offset or compensation right, counterclaim, right of recoupment or any defense of any kind against any Loan Party’s obligations, indebtedness or liabilities to the

Administrative Agent, the Canadian Agent, the Co-Collateral Agents, any Issuing Bank or any Lender; and (c) each of the Administrative Agent, the Canadian Agent, the Co-Collateral Agents, the Issuing Banks and the Lenders has heretofore properly performed and satisfied in a timely manner all of its obligations to the Borrowers and, as applicable, the Guarantors. Each Loan Party wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any of the Administrative Agent’s, the Canadian Agent’s, the Co-Collateral Agents’, the Issuing Banks’ and the Lenders’ rights, interests, contracts, collateral security or remedies. Therefore, each Loan Party unconditionally releases, waives and forever discharges (i) any and all liabilities, obligations, duties, promises or indebtedness of any kind of the Administrative Agent, the Canadian Agent, the Co-Collateral Agents, the Issuing Banks or any Lender to any Loan Party, except the obligations to be performed by the Administrative Agent, the Canadian Agent, the Co-Collateral Agents, the Issuing Banks or any Lender on or after the date hereof as expressly stated in this Amendment, the Credit Agreement and the other Loan Documents and (ii) all claims, counterclaims, offsets, compensation rights, causes of action, right of recoupment, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which any Loan Party might otherwise have against the Administrative Agent, the Canadian Agent, any Co-Collateral Agent, any Issuing Bank or any Lender (or, with respect to the Credit Agreement and the other Loan Documents and the administration of the credit facilities thereunder, any of their respective directors, officers, employees or agents), in either case of clause (i) or (ii) , on account of any past or presently existing (as of the date hereof) condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, counterclaims, compensation rights, circumstance or matter of any kind.

§6.

Miscellaneous Provisions .

(a) Each of the Loan Parties hereby ratifies and confirms all of its Obligations to the Administrative Agent, the Canadian Agent, the Co-Collateral Agents, the Issuing Banks and the Lenders under the Credit Agreement, as amended hereby, and the other Loan Documents, including, without limitation, the Loans, and each of the Loan Parties hereby affirms its absolute and unconditional promise to pay to the Lenders, the Administrative Agent and the Canadian Agent, as applicable, the Loans, reimbursement obligations and all other amounts due or to become due and payable to the Lenders, the Administrative Agent and the Canadian Agent, as applicable, under the Credit Agreement and the other Loan Documents, as amended hereby and it is the intent of the parties hereto that nothing contained herein shall constitute a novation or accord and satisfaction. Each of the Loan Parties hereby acknowledges and confirms that the liens, hypothecs, pledges and security interests granted pursuant to the Loan Documents are and continue to be valid, perfected and enforceable first priority liens, hypothecs, pledges and security interests (subject only to Permitted Liens) that secure all of the Obligations on and after the date hereof. Except as expressly amended hereby, each of the Credit Agreement and the other Loan Documents shall continue in full force and effect. This Amendment and the Credit Agreement shall hereafter be read and construed together as a single document, and all references in the Credit Agreement, any other Loan Document or any agreement or instrument related to the Credit Agreement shall hereafter refer to the Credit Agreement as amended by this Amendment. This Amendment shall constitute a Loan Document.

(b) Without limiting the expense reimbursement requirements set forth in Section 3.4 of the Credit Agreement, the Borrowers agree to pay on demand all reasonable costs and expenses, including reasonable attorneys’ fees, of the Administrative Agent and the Canadian Agent, as applicable, incurred in connection with this Amendment.

(c) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402 (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).

(d) EACH LOAN PARTY PARTY HERETO HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL COURT SITTING IN OR WITH JURISDICTION OVER THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY STATE COURT OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF MANHATTAN, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH LOAN PARTY PARTY HERETO IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. Nothing herein shall limit the right of any Agent or any Lender to bring proceedings against any Loan Party in any other court. Nothing in this Amendment shall be deemed to preclude enforcement by any Agent of any judgment or order obtained in any forum or jurisdiction.

(e) This Amendment may be executed in any number of counterparts, and all such counterparts shall together constitute but one instrument. In making proof of this Amendment, it shall not be necessary to produce or account for more than one counterpart signed by each party hereto by and against which enforcement hereof is sought. Delivery of a signature page hereto by electronic transmission shall constitute the delivery of an original signature page hereof.

[Remainder of Page Intentionally Left Blank]

[Signature Pages follow]

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date first set forth above.


US BORROWER AND BORROWER AGENT :

MAYOR’S JEWELERS, INC.

By:		/s/ Marco Pasteris
Name:		Marco Pasteris
Title:		Vice President, Business Development

CANADIAN BORROWER :

BIRKS GROUP INC.
GROUPE BIRKS INC. ( formerly known as Birks & Mayors Inc.)

By:		/s/ Marco Pasteris
Name:		Marco Pasteris
Title:		Vice President, Business Development

By:		/s/ Miranda Melfi
Name:		Miranda Melfi
Title:		Vice President, Legal Affairs
		and Corporate Secretary

[SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING

CREDIT AND SECURITY AGREEMENT]


GUARANTORS :

MAYOR’S JEWELERS OF FLORIDA, INC.
JBM RETAIL COMPANY, INC.
JBM VENTURE CO., INC.
MAYOR’S JEWELERS INTELLECTUAL
PROPERTY HOLDING COMPANY

By:		/s/ Marco Pasteris
Name:		Marco Pasteris
Title:		Vice President, Business Development

CASH, GOLD & SILVER INC. – OR ET ARGENT,
COMPTANT INC.
CASH, GOLD & SILVER USA, INC. ( formerly known
as Henry Birks & Sons U.S., Inc.)

By:		/s/ Marco Pasteris
Name:		Marco Pasteris
Title:		Vice President

[SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING

CREDIT AND SECURITY AGREEMENT]


ADMINISTRATIVE AGENT :

BANK OF AMERICA, N.A.

By:		/s/ Roger Malouf
Name:		Roger Malouf
Title:		Director

[SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING

CREDIT AND SECURITY AGREEMENT]


CANADIAN AGENT :

BANK OF AMERICA, N.A. (acting through its Canada
branch)

By:		/s/ Medina Sales de Andrade
Name:		Medina Sales de Andrade
Title:		Vice President

[SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING

CREDIT AND SECURITY AGREEMENT]


US LENDERS :

BANK OF AMERICA, N.A.

By:		/s/ Roger Malouf
Name:		Roger Malouf
Title:		Director

[SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING

CREDIT AND SECURITY AGREEMENT]


US LENDERS :

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:		/s/ Ian Maccubbin
Name:		Ian Maccubbin
Title:		Assistant Vice President

[SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING

CREDIT AND SECURITY AGREEMENT]


US LENDERS :

BANK OF MONTREAL CHICAGO BRANCH

By:		/s/ Randon Gardley
Name:		Randon Gardley
Title:		Vice President

[SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING

CREDIT AND SECURITY AGREEMENT]


CANADIAN LENDERS :

BANK OF AMERICA, N.A. (acting through its Canada branch)

By:		/s/ Medina Sales de Andrade
Name:		Medina Sales de Andrade
Title:		Vice President

[SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING

CREDIT AND SECURITY AGREEMENT]


CANADIAN LENDERS :

WELLS FARGO FOOTHILL CANADA ULC

By:		/s/ Domenic Cosentine
Name:		Medina Sales de Andrade
Title:		Vice President

[SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING

CREDIT AND SECURITY AGREEMENT]


CANADIAN LENDERS :

BANK OF MONTREAL

By:		/s/ L.M. Junior Del Brocco
Name:		L.M. Junior Del Brocco
Title:		Senior Manager

[SIGNATURE PAGE TO FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING

CREDIT AND SECURITY AGREEMENT]

Schedule III

Required Milestones

The Borrowers and/or the Guarantors shall or shall cause each of the following to occur (each, a “ Required Milestone ”), on or prior to the dates set forth below (it being agreed that time is of the essence):

(a) on or before June 20, 2014, the Borrowers shall deliver to the Agents an initial Compliance Certificate in accordance with Section 10.1.23(b) of the Credit Agreement which shall be in form and substance acceptable to the Agents;

(b) on or before June 27, 2014, the Borrowers shall deliver to the Agents an operational restructuring plan (the “ Restructuring Plan ”) prepared by the Borrowers with the assistance of Richter Advisory Group Inc. that is acceptable to the Agents and the Lenders;

provided that upon the failure of the Borrowers and/or the Guarantors to comply with the foregoing Required Milestones as and when due, an additional reserve in the sum of up to $2,500,000 (the “ Schedule III Reserve ”) may be established by the Agents until such failure is cured. Any such failure shall not constitute an Event of Default.

Exhibit 8.1

LIST OF SUBSIDIARIES OF BIRKS GROUP INC.


Name		Jurisdiction of Incorporation
Mayor’s Jewelers, Inc.		Delaware
Mayor’s Jewelers of Florida, Inc.		Florida
Mayor’s Jewelers Intellectual Property Holding Co.		Delaware
JBM Retail Company, Inc.		Delaware
JBM Venture Co., Inc.		Delaware
Cash, Gold & Silver USA, Inc.		Delaware
Cash, Gold & Silver Inc.		Canada
Birks Jewellers Limited		Hong Kong

Exhibit 12.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jean-Christophe Bédos, certify that:

1. I have reviewed this Annual Report on Form 20-F of Birks Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Exhibit 12.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Pat Di Lillo, certify that:

1. I have reviewed this Annual Report on Form 20-F of Birks Group Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Exhibit 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Birks Group Inc. (the “Company”) on Form 20-F for the year ended March 28, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jean-Christophe Bédos, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Exhibit 13.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Birks Group Inc. (the “Company”) on Form 20-F for the year ended March 28, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Pat Di Lillo, Vice President, Chief Financial & Administrative Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Birks Group Inc.

We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-139613, 333-133561, and 333-171138) and the Registration Statement on Form F-3 (No. 333-173110) of Birks Group Inc. of our report dated June 26, 2015, with respect to the consolidated balance sheets of Birks Group Inc. as of March 28, 2015 and March 29, 2014, and the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity and cash flows for the years ended March 28, 2015, March 29, 2014 and March 30, 2013, which appears in the March 28, 2015 Annual Report on Form 20-F of Birks Group Inc.

/s/ KPMG LLP*

June 26, 2015

Montreal, Canada


*CPA auditor, CA, public accountancy permit No. A120220				KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG network of Independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP.