BIRKS GROUP INC. (Form: 20-F, Received: 06/30/2016 13:02:54)

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 26, 2016

¨	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 x

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

TAB LE 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		19

Item 5.	Operating and Financial Review and Prospects		19

Item 6.	Directors, Senior Management and Employees		38

Item 7.	Major Shareholders and Related Party Transactions		48

Item 8.	Financial Information		51

Item 9.	The Offer and Listing		52

Item 10.	Additional Information		53

Item 11.	Quantitative and Qualitative Disclosures About Market Risk		58

Item 12.	Description of Securities Other than Equity Securities		59

Part II

Item 13.	Defaults, Dividend Arrearages and Delinquencies		59

Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		59

Item 15.	Controls and Procedures		59

Item 16A.	Audit Committee Financial Expert		60

Item 16B.	Code of Ethics		60

Item 16C.	Principal Accountant Fees and Services		60

Item 16D.	Exemptions from the Listing Standards for Audit Committees		61

Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		61

Item 16F.	Change in Registrant’s Certifying Accountant		61

Item 16G.	Corporate Governance		61

Item 16H.	Mine Safety Disclosure		61

Item 17.	Financial Statements		61

Item 18.	Financial Statements		61

Part III

Item 19.	Exhibits		62

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 “$” are to U.S. dollars and references to “CAD$” or “Canadian dollars” are to Canadian dollars.

Throughout this Annual Report, we refer to our fiscal year ending March 25, 2017, as fiscal 2017 and our fiscal years ended March 26, 2016, March 28, 2015, and March 29, 2014, as fiscal 2016, fiscal 2015 and fiscal 2014, respectively. Our fiscal year ends on the last Saturday in March of each year. The fiscal years ended March 26, 2016, March 28, 2015, and March 29, 2014 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 26, 2016 and March 28, 2015 and for the years ended March 26, 2016, March 28, 2015 and March 29, 2014 have been derived from our audited consolidated financial statements, which are included elsewhere in this Annual Report. The following financial data as of March 29, 2014, March 30, 2013 and March 31, 2012 and for the years ended March 30, 2013 and March 31, 2012 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 26, 2016			March 28, 2015			March 29, 2014			March 30, 2013		March 31, 2012 (1)
	(In thousands, except per share data)

Net sales	$	285,826		$	301,637		$	281,165		$	292,759	$	302,317
Cost of sales		176,439			183,832			166,498			166,585		169,087

Gross profit		109,387			117,805			114,667			126,174		133,230
Selling, general and administrative expenses		91,125			103,735			105,512			110,806		118,075
Restructuring charges (2)		754			2,604			—			—		—
Depreciation and amortization		5,229			5,932			5,426			4,563		4,713
Gain on sale of assets (3)		(3,229	)		—			—			—		—
Impairment of long-lived assets (4)		—			238			—			—		—

Total operating expenses		93,879			112,509			110,938			115,369		122,788
Operating income		15,508			5,296			3,729			10,805		10,442
Interest and other financial costs		10,020			11,285			9,512			9,272		10,200
Debt extinguishment charges (5)		—			2,643			—			—		—

Income (loss) before income taxes		5,488			(8,632	)		(5,783	)		1,533		242
Income tax expense		50			—			18			20		23

Net income (loss) attributable to common shareholders	$	5,438		$	(8,632	)	$	(5,801	)	$	1,513	$	219


Net income (loss) per common share	$	0.30		$	(0.48	)	$	(0.35	)	$	0.11	$	0.02
Net income (loss) per common share – diluted	$	0.30		$	(0.48	)	$	(0.35	)	$	0.11	$	0.02

Weighted average common shares outstanding		17,961			17,937			16,617			13,538		11,392
Weighted average common shares outstanding – diluted		17,961			17,937			16,617			13,544		11,438
Dividends per share		—			—			—			—		—

Balance Sheet Data:


	As of March 26, 2016		As of March 28, 2015		As of March 29, 2014		As of March 30, 2013		As of March 31, 2012
	(In thousands)

Working capital	$	27,620	$	26,112	$	33,304	$	27,563	$	31,351

Total assets	$	184,640	$	180,204	$	190,494	$	179,952	$	185,167

Bank indebtedness	$	63,209	$	64,347	$	73,941	$	67,307	$	61,557

Long-term debt (including current portion)	$	53,174	$	56,784	$	54,750	$	41,895	$	50,965

Stockholders’ equity	$	7,704	$	2,823	$	13,622	$	16,351	$	11,628

Common Stock:
Value	$	69,601	$	69,601	$	69,475	$	64,489	$	60,896
Shares		17,961		17,961		17,850		14,834		11,392

(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 12 to our consolidated financial statements.

(3)

On August 4, 2015, the Company entered into an asset purchase agreement for the sale of the assets of the corporate sales division to Rideau Recognition Solutions Inc. (“Rideau”) for $4.3 million (refer to note 6 to our consolidated financial statements) and executed a supply and licensing agreement for Birks products and Birks-branded products.

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

(5)	Debt extinguishment charges arising from amendments to senior secured term loan and senior secured revolving credit facility in 2015.

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

Additional financing or capital that may be required may not be available on commercially reasonable terms, or may not be available 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.

The Company is actively engaged in identifying alternative sources of financing that includes raising 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. The term of our senior secured revolving credit facility expires on August 22, 2017 while our senior secured term loan matures August 22, 2018, as such, 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, 2016, we had 46 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 generally 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. Some of our Canadian leases (11 of 28 store leases) and U.S. leases (3 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. Approximately 30% of the Company’s store leases are renewable within two years. The Company’s capital expenditure requirements relating to renewing store leases is such that less than 15% of all store leases require capital expenditures in the next two years. The capital expenditures related to retail store locations in both Canada and the U.S. are estimated to be approximately $8.8 million over the next two years to remodel, relocate or open new stores. Of the $8.8 million, we estimate that $4.3 million will be spent in fiscal 2017 leaving the balance to fiscal 2018. Although we are able to finance these capital expenditures with internally generated funds and existing financing arrangements, we continue our efforts towards obtaining additional external financing as well as considering potential asset restructurings to cover the capital expenditures needed in fiscal 2017 and fiscal 2018.

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.

The level of our indebtedness could adversely affect our operations, liquidity and financial condition.

The level of our indebtedness and the debt service obligations is high 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 26, 2016		March 28, 2015
Total indebtedness	$	116,383,000	$	121,131,000
Total stockholders’ equity		7,704,000		2,823,000

Total capitalization	$	124,087,000	$	123,954,000

Ratio of total indebtedness to total capitalization		93.8%		97.7%

This level of leverage could adversely affect our results of operations, liquidity and financial condition. Although we believe that our financial situation has improved compared to the prior fiscal year, some examples of how high level of indebtedness could affect our results of operations, liquidity and financial condition may include the following:

•

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

•

increase our vulnerability to adverse economic and industry conditions;

•

increase our vulnerability to fluctuations in interest rates;

•

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 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, tourism, 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 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 2016, merchandise supplied by our largest luxury timepiece supplier and sold through our stores accounted for approximately 39% of our total net sales. Our relationships with primary suppliers 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 our largest luxury timepiece supplier, or a decline in the quality or quantity of materials supplied by any third-party suppliers could cause significant disruption in 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. 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.

Applicable laws and regulations related to consumer credit may adversely affect our business.

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, 2016, 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”) and Mangrove Holding S.A. (“Mangrove”), Montrovest and Mangrove own 49.3% and 26.7% of our outstanding voting shares respectively. 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 and Mangrove, as holders of the Class B multiple voting shares, have 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, Montrovest and Mangrove 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 brands 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 addition to regularly evaluating and making changes and upgrades to our information systems, we have begun to implement in fiscal 2016, a new enterprise resource planning (“ERP”) system with the Microsoft Dynamics AX for Retail platform in order to update our retail systems including point of sale (POS), supply chain, warehouse management and finance. 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, that the new or upgraded systems will achieve the desired business objectives or that the internal controls will be effective in preventing misstatements in financial reporting. Any such disruptions, inadequate internal controls or the failure to successfully implement new or upgraded systems such as those referenced above, could have a material adverse effect on our results of operations and could also affect our reputation, our relationship with customers and our brands.

The Company conducts retail operations within the United States and Canada, supplies itself from several sources within and outside North America, and has cross border financing arrangements. The risks of doing business internationally could increase its costs, reduce its profits, disrupt its business, or impact its reputation and brand development strategy.

The Company generates all of its net sales in North America. The Company also relies on certain foreign third-party vendors and suppliers. As a result, the Company is subject to the risks of doing business in jurisdictions within and outside North America, including:

•

the laws, regulations and policies of governments relating to loans and operations, the costs or desirability of complying with local practices and customs and the impact of various anti-corruption, anti-money laundering and other laws affecting the activities of the Company;

•

potential negative consequences from changes in taxation policies or currency restructurings;

•

potential negative consequences from the application of taxation policies, including transfer pricing rules and sales tax matters;

•

import and export licensing requirements and regulations, as well as unforeseen changes in regulatory requirements;

•

economic instability in foreign countries;

•

uncertainties as to enforcement of certain contract and other rights;

•

the potential for rapid and unexpected changes in government, economic and political policies, political or civil unrest, acts of terrorism or the threat of boycotts; and

•

inventory risk exposures.

While these factors and the effect of these factors are difficult to predict, any one or more of them could lower the Company’s revenues, impact its cash flow, increase its costs, reduce its earnings or disrupt its business.

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, Mangrove, 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, 2016, 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 Fair Disclosure, which restricts the selective disclosure of material information. Accordingly, there may be less publicly available information concerning us than there is for other 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, 2016, Birks Group operated 46 prestige jewelry stores, 26 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 2016, we had net sales of $285.8 million.

Birks’ predecessor company was founded in Montreal in 1879 and developed over the years into Canada’s premier designer, manufacturer and retailer of fine jewelry, timepieces, sterling and plated silverware and gifts. 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. We were also highly regarded in Canada as a provider of recognition programs, service awards and business gifts until we sold our corporate sales division in August 2015. We believe that operating our stores under the Birks brand and the fact that we sell Birks-branded jewelry 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. The Company 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 December 2015, Montrovest transferred a portion of its Class A and Class B voting shares to Mangrove and as a result Montrovest owns 49.3% of the voting shares of the Company and Mangrove owns 26.7%.

In the last three fiscal years, we invested a total of approximately $21.3 million in capital expenditures primarily associated with remodeling existing stores and the opening of new stores. We expect to invest an additional $6.7 million of capital expenditures in fiscal 2017 primarily related to store remodels, store relocations associated with lease renewals and a new ERP implementation. Approximately 39% of the capital expenditure investments will be in the U.S. and 61% will be in Canada. We expect to finance these capital expenditures in the U.S. and Canada from operating cash flows, existing financing arrangements and when possible from other additional sources of financing.

The Company regularly reviews the locations of its retail network that leads to decisions that impact the opening, relocation or closing of these locations. During fiscal 2016, as a result of our review, we did not close any Mayors stores. We did, however, relocate one store in Fort Lauderdale, Florida to a smaller location. In Canada during fiscal 2016, we did close one Birks store in St. John, New Brunswick, and opened one Birks store in Edmonton, Alberta. Two Birks stores were relocated in Laval, Quebec and Etobicoke, Ontario. During fiscal 2015, as a result of our review, 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.

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 26, 2016				March 28, 2015				March 29, 2014

Jewelry and other	$	127,220	44.5	%	$	141,781	47.0	%	$	148,511	52.8	%
Timepieces		158,606	55.5	%		159,856	53.0	%		132,654	47.2	%

Total	$	285,826	100	%	$	301,637	100.0	%	$	281,165	100.0	%

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


	Fiscal Year Ended
	March 26, 2016		March 28, 2015		March 29, 2014

Net sales
Canada	$	128,651	$	143,384	$	146,277
U.S.		157,175		158,253		134,888

Total revenues	$	285,826	$	301,637	$	281,165


Long-lived assets
Canada	$	19,464	$	17,898	$	19,484
U.S.		12,115		13,366		13,281

Total long-lived assets	$	31,579	$	31,264	$	32,765

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 Alpina, Baume & Mercier, Breitling, Bvlgari, Cartier, Frédérique Constant, Gucci, Montblanc, Panerai, Rolex, Tag Heuer, Tudor and Van Cleef & Arpels. We also carry an exclusive collection of high quality jewelry and timepieces that we design. We emphasize our own jewelry offerings but also include designer jewelry made by Bvlgari, 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, Corum, Dior, Frédérique Constant, Jaeger Le Coultre, IWC, Montblanc, Patek Philippe, Panerai, Rolex, Tag Heuer, Tudor, Vacheron Constantin and Zenith. Designer jewelry offerings in our stores operating under the Mayors brand include jewelry made by Aaron Basha, Damiani, DiModolo, Gucci, Kwiat, Messika, Mikimoto, Pasquale Bruni, Roberto Coin, and writing instruments made by Montblanc. In addition, stores operating under the Mayors brand carry Birks-branded 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 99% of net sales, as well as three other channels of distribution, including e-commerce, gold exchange and wholesale, which combined account for approximately 1% 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 2016, fiscal 2015 and fiscal 2014, approximately 42%, 48%, and 58%, 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 operations in Montreal (until such operations were outsourced in May 2016 as explained below) and Florida that enable us to offer unique, exclusive and high-quality products through an efficient supply chain. The manufacturing operations 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 Montreal facility has historically had the largest volume of our manufacturing operations and was involved in all aspects of manufacturing fine jewelry with the exception of the cutting of rough diamonds and other precious stones. The Company’s strategy since fiscal 2015 has been to outsource its jewelry manufacturing to third party providers. On May 31, 2016, the Company sold most of its assets of its manufacturing facility in Montreal to The Sporn Company of Canada Inc., who will continue jewelry manufacturing operations at the Montreal facility and provide manufacturing services to the Company through a manufacturing services agreement entered into between the parties. The cash consideration and gain on the sale of the assets is immaterial to our operations. Our product development division functions, expertise and equipment as well as our loose stone division remained with the Company.

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. 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 2016, we purchased jewelry, timepieces and giftware for sale in our stores from several 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 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 our largest luxury timepiece supplier, or a decline in the quality or quantity of merchandise supplied by our vendors could cause significant disruption in our business. In fiscal 2016, merchandise supplied by our largest luxury timepiece supplier and sold through our stores operating under the Mayors, Rolex, Birks and Brinkhaus brands accounted for approximately 39% of our total net sales. If our largest luxury timepiece supplier terminated its distribution agreements with us, such termination would have a material adverse effect on our business, financial condition and operating results. 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 2016 were 25%, 22%, 32% and 21% and in fiscal 2015 were 25%, 22%, 32% 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, Chinese New Year, 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, (iii) update sales professionals on changes to credit programs available to customers and changes to applicable laws, including anti-money laundering legislation, and (iv) 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 & 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 digital platforms (including the two brands’ web sites), billboards, print, direct mail, magazine, 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 26% of our net sales during fiscal 2016. 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 against the Company 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 an $80 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 our Birks and Mayors retail brands are prestige jewelry brands, we compete with companies within and outside of this segment, including other luxury categories. 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 e-commerce pure players. 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, marketing and branding elements (including web), 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®, Discover®, MasterCard®, Union Pay® and Visa®, 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, that are 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 and our third on May 25, 2016 for the calendar year ended December 31, 2015. 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 the 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 26, 2016:


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 base rate was CAD$2.0 million (approximately $1.5 million U.S. dollars) for the period that ended on December 11, 2015, 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 CAD$2.2 million (approximately $1.7 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 an operating lease agreement for this location for a term of 15 years terminating on November 30, 2020. The current net annual base rental rate is $754,431 for the period ending November 30, 2016. Total annual rent, which includes real estate taxes and landlord operating costs, is $1,128,687. 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 $425,493 for the period ending April 8, 2017. 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 26, 2016:


	Size (Square Feet)		Expiration of Lease	Location
Operating Stores
Canada:
Bayshore Centre		2,544	March 2017		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)		2,617	April 2025		Laval, QC
Chinook Shopping Centre		3,661	September 2024		Calgary, AB
Cornwall Centre (2)		2,349	April 2016		Regina, SK
Dix-30 Mall		1,691	July 2023		Brossard, QC
Fairview Pointe-Claire		4,210	March 2018		Pointe-Claire, QC
First Canadian Place		2,243	March 2017		Toronto, ON
Edmonton Manulife Centre		4,196	May 2017		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 2016		Vancouver, BC
Park Royal		1,797	April 2024		West Vancouver, BC


	Size (Square Feet)		Expiration of Lease	Location
Operating Stores

Canada (continued):
Place Ste-Foy		2,366	June 2017		Ste-Foy, QC
Rideau Centre		2,745	May 2024		Ottawa, ON
Saskatoon		3,486	October 2020		Saskatoon, SK
Sherway Gardens (3)		2,726	September 2025		Etobicoke, ON
Southgate Shopping Centre		2,915	March 2017		Edmonton, AB
Square One		1,825	May 2024		Mississauga, ON
Toronto Dominion Square		5,568	January 2022		Calgary, AB
Toronto Eaton Centre		1,042	January 2018		Toronto, ON
Vancouver		20,221	January 2026		Vancouver, BC
Victoria		1,561	December 2016		Victoria, BC
West Edmonton Mall		2,244	October 2024		Edmonton, AB
Willowdale Fairview Mall		2,353	February 2018		North York, ON
Winnipeg		3,187	February 2023		Winnipeg, MB
Yorkdale (4)		2,930	October 2026		Toronto, ON

United States:
Aventura Mall		3,447	January 2017		N. Miami Beach, FL
Town Center at Boca Raton		5,878	January 2027		Boca Raton, FL
Dadeland Mall		5,700	January 2027		Miami, FL
Florida Mall		5,070	March 2020		Orlando, FL
The Galleria at Fort Lauderdale (5)		2,467	April 2025		Fort 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	January 2029		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 2026		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 2021		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 (6)		47,851	November 2020		Tamarac, FL
Montreal Corporate office		58,444	December 2020		Montreal, QC

(1)	The Carrefour Laval store in Laval, Quebec was relocated within the same mall in July 2015. The new location is 2,617 square feet in size with a lease expiration of April 2025.

(2)	The Cornwall Centre store in Regina, Saskatchewan was closed in April 2016.

(3)	The Sherway Gardens store in Etobicoke, Ontario was relocated within the same mall in September 2015. The new location is 2,726 square feet in size with a lease expiration in September 2025.

(4)	The Yorkdale store in Toronto, Ontario will relocate within the same mall in October 2016. The new location will be 2,810 square feet in size with a lease expiration in October 2026.

(5)	The Galleria store in Fort Lauderdale, Florida was relocated within the same mall in August 2015. The new location is 2,467 square feet in size with a lease expiration of April 2025.

(6)	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 2015 with a sublease expiration in November 2020.

Total annual base rent for the above locations for fiscal 2016 was approximately $14.6 million. In February 2016, we closed the license agreement shop at Hudson’s Bay Company in Toronto, Ontario which was 229 square feet.

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 26, 2016, March 28, 2015 and March 29, 2014, as fiscal 2016, fiscal 2015 and fiscal 2014, respectively. Our fiscal year ends on the last Saturday in March of each year. The financial reporting periods referred to as fiscal 2016, fiscal 2015 and fiscal 2014 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 26, 2016, our retail operation’s total square footage was approximately 188,000. 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 2,700. The average square footage of our two Brinkhaus locations was 1,300, while the average square footage of our Mayors retail stores was approximately 3,600.

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 of e-commerce, gold exchange, wholesale and up until August 2015 included our corporate sales division that was sold.

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, cheques, debit cards, third-party credit cards, private label and proprietary credit cards and house accounts 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.

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 net sales, marketing expenses represented 3.1%, 3.1% and 3.9% of sales for fiscal 2016, 2015 and 2014, 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 $2.4 million, $2.9 million and $3.4 million for fiscal 2016, 2015 and 2014, 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 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, outsource and source products;

•

execute our marketing strategy to enhance customer awareness and appreciation of the Birks and Mayors retail brands, as well as the Birks product brand, taking into account today’s path to purchase, and to maintain and eventually increase customer traffic, client acquisition and retention and net sales through regional and national advertising campaigns utilizing digital channels (including the two brands’ web sites) billboards, print, direct mail, magazine, in-store events, community relations, media relations, partnerships with key suppliers, such as Mayors’ relationship with Rolex and Birks’ relationship with Van Cleef & Arpels, 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 26, 2016, we had not hedged these foreign exchange rate risks.

Fiscal 2016 Summary

•

Comparable store sales (calculated on a constant-exchange rate basis) increased by 3% compared to the prior fiscal year ended March 28, 2015;

•

Net sales were $4.4 million higher than last year on a constant currency basis after excluding $20.2 million of lower sales due to the translation of the Company’s Canadian sales into U.S. dollars with a weaker Canadian dollar. Net sales were $285.8 million for fiscal 2016 compared to $301.6 million for fiscal 2015;

•

Gross profit was in line with last year on a constant currency basis after excluding the $8.3 million of lower gross profit due to the translation of the Company’s Canadian gross profit into U.S. dollars with a weaker Canadian dollar. Gross profit was $109.4 million, or 38.3% of net sales, for fiscal 2016, compared to $117.8 million, or 39.1% of net sales, for fiscal 2015. The reduction of 80 basis points in gross margin percentage is mainly due to the product sales mix and the impact of foreign exchange;

•

SG&A expenses fell to $91.1 million, or 31.9% of net sales, for fiscal 2016 compared to $103.7 million, or 34.4% of net sales, for fiscal 2015. The reduction is mainly due to the efficiencies that resulted from the operational restructuring plan that was initiated in fiscal 2015 and due to the translation of the Company’s Canadian SG&A expenses into U.S. dollars with a weaker Canadian dollar;

•

The Company’s fiscal 2016 operating income of $15.5 million, increased by $10.2 million, compared to $5.3 million in fiscal 2015. The $10.2 million increase is attributable to the $3.2 million gain on sale of assets, lower restructuring charges and lower SG&A expenses;

•

The Company recognized a net income for fiscal 2016 of approximately $5.4 million, or $0.30 per share, compared to a net loss of approximately ($8.6 million), or ($0.48) per share in fiscal 2015. Excluding the impact of $0.8 million of restructuring charges and $3.2 million of gain on sale of assets recorded during fiscal 2016, the Company’s net income for fiscal 2016 was $3.0 million, or $0.17 per share, compared to a net loss of ($3.1 million) or ($0.17 per share) for fiscal 2015 after excluding the $2.6 million restructuring charges and the $2.6 million debt extinguishment 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 26, 2016			March 28, 2015			March 29, 2014

Canada		6	%		12	%		2	%
U.S.		1	%		19	%		6	%

Total		3	%		16	%		4	%

The increase in comparable store sales during fiscal 2016, fiscal 2015 and fiscal 2014 was primarily related to an increase in our average retail sale transaction in both the U.S. and Canada. The comparable store sales increase of 3% reflects a 6% comparable store sale increase in Canada and a 1% comparable store sales increase in the U.S. despite reduced tourist activity in the U.S. due to the strong U.S. dollar. The increases in comparable store sales in both regions were primarily related to an increase in the Company’s average retail sale transaction. The increase in comparable store sales in the U.S. was primarily related to the success of the Company’s timepiece strategy while the increase in comparable store sales in Canada was primarily driven by the Company’s fine jewelry business and higher timepiece sales. The Birks-branded line of jewelry also saw a successful performance in Mayors stores during the year.

Results of Operations

The following is a discussion of factors affecting our results of operations for fiscal 2016 and fiscal 2015. This discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Annual Report.

Fiscal 2016 Compared to Fiscal 2015

The following table sets forth, for fiscal 2016 and fiscal 2015, the amounts in our consolidated statements of operations:


	Fiscal Year Ended
	March 26, 2016			March 28, 2015
	(In thousands)
Net sales	$	285,826		$	301,637
Cost of sales		176,439			183,832

Gross profit		109,387			117,805

Selling, general and administrative expenses		91,125			103,735
Restructuring charges		754			2,604
Depreciation and amortization		5,229			5,932
Gain on sale of assets		(3,229	)		—
Impairment of long-lived assets		—			238

Total operating expenses		93,879			112,509

Operating income		15,508			5,296
Interest and other financing costs		10,020			11,285
Debt extinguishment charges		—			2,643

Income (loss) before income taxes		5,488			(8,632	)
Income tax expense		50			—

Net income (loss)	$	5,438		$	(8,632	)

Net Sales


	Fiscal Year Ended
	March 26, 2016		March 28, 2015
	(In thousands)

Net sales – Retail	$	281,940	$	293,146
Net sales – Other		3,886		8,491

Total Net Sales	$	285,826	$	301,637

Net Sales. Net sales for fiscal 2016 were $285.8 million compared to $301.6 million for fiscal 2015, which is a decrease of $15.8 million, or 5.2%, as compared to fiscal 2015. Net retail sales were $8.4 million higher than last year on a constant currency basis after excluding the $19.5 million of lower sales due to the translating of the Company’s Canadian sales into U.S. dollars with a weaker Canadian dollar due to a comparable store sales increase of 3%, and $6.4 million in higher sales at two new stores and two stores temporarily closed for relocation in fiscal 2015, partially offset by $7.3 million of lower sales related to the closure of six unprofitable stores in the past two years and the temporary closure of one store for relocation in fiscal 2016. The decrease in Net Sales – Other of $4.6 million related primarily to the disposal of the corporate sales division during fiscal 2016 and to $0.7 million of lower sales due to the translation of non-retail Canadian sales into U.S. dollars with a weaker Canadian dollar.

The comparable store sales increase of 3% reflects a 6% comparable store sale increase in Canada and a 1% comparable store sales increase in the U.S. despite reduced tourist activity in Florida due to the strong U.S. dollar. The increases in comparable store sales in both regions were primarily related to an increase in the Company’s average sale transaction. The increase in comparable store sales in the U.S. was primarily related to the success of the Company’s timepiece strategy, while the increase in comparable store sales in Canada was primarily driven by the Company’s fine jewelry business and higher timepiece sales. The Birks-branded line of jewelry also experienced a successful performance in Mayors stores during the year.

Gross Profit


	Fiscal Year Ended
	March 26, 2016			March 28, 2015
	(In thousands)

Gross Profit – Retail	$	110,023		$	118,128
Gross Profit – Other		(636	)		(323	)

Total Gross Profit	$	109,387		$	117,805

Gross Profit . Gross profit for fiscal 2016 was $109.4 million, or 38.3% of net sales, as compared to $117.8 million, or 39.1% of net sales, in fiscal 2015. Gross profit was in line with last year on a constant currency basis, after excluding the $8.3 million of lower gross profit due to the translation of the Company’s Canadian gross profit into U.S. dollars with a weaker Canadian dollar. The 80 basis point decrease in gross margin was primarily attributable to a decrease in retail gross margin associated with product sales mix and the impact of foreign exchange.

Selling, General and Administrative Expenses . SG&A expenses were $91.1 million, or 31.9% of net sales, for fiscal 2016 compared to $103.7 million, or 34.4% of net sales, for fiscal 2015. The operational restructuring plan launched in fiscal 2015 to reduce overhead costs, improve profitability and drive efficiency within the organization was an important factor in the reduction of the SG&A expenses in fiscal 2016. Other factors that explain the $12.6 million decrease in SG&A expenses during fiscal 2016, as compared to fiscal 2015, include $2.5 million of lower expenses related to the closure of six store locations in fiscal 2016 and 2015; $1.2 million of lower expenses related to the disposal of the corporate sales division in fiscal 2016; and $7.5 million of lower expenses related to foreign currency translation of the Company’s Canadian SG&A expenses into U.S. dollars with a weaker Canadian dollar, partially offset by $1.3 million of higher expenses related to two new store openings during the last two fiscal years and two stores that were temporarily closed for relocation in fiscal 2015.

Restructuring Charges. During fiscal 2016, the Company also incurred $0.8 million of restructuring charges associated with its operational restructuring plan launched in fiscal 2015, a decrease of $1.8 million compared to fiscal 2015. These charges represented the last of the expected costs related to the restructuring plan. 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 2016 was $5.2 million compared to $5.9 million during fiscal 2015. In fiscal 2016, depreciation and amortization expense was in line with fiscal 2015 after excluding $0.4 million of lower expense due to the translation of the Company’s Canadian depreciation and amortization expense into U.S. dollars with a weaker Canadian dollar.

Gain on sale of assets. During fiscal 2016, the Company realized a $3.2 million gain on sale of assets as part of the sale of its corporate sales division, which also included the execution of a supply and licensing agreement for Birks products and Birks branded products. Under the executed agreement, the assets of the Company’s corporate sales division were sold for gross proceeds of $4.3 million.

Interest and Other Financing Costs. Interest and financing costs in fiscal 2016 were in line with fiscal 2015 after excluding $0.7 million of lower costs attributable to translating the Company’s Canadian financing costs into U.S. dollars with a weaker Canadian dollar. In fiscal 2015 the Company recorded debt extinguishment charges of $2.6 million related to new and deferred financing costs as a result of the Company’s amendments to its senior secured term loan and senior secured revolving credit line in June and November 2014.

Income Tax Expense. Income tax expense was $50,000 for fiscal 2016, as compared to nil for fiscal 2015. The relatively low amount of tax expense in fiscal 2016 is due to the utilization of unrecognized losses carryforward, and relates solely to alternative minimum tax expense from U.S. operations. Income tax expense was nil in fiscal 2015 due to losses incurred. 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 26, 2016.

Fiscal 2015 Compared to Fiscal 2014

The following table sets forth, for fiscal 2014 and fiscal 2013, 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 charges		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-in-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 26, 2016.

Sale of Assets

On August 4, 2015, the Company sold the assets of its corporate sales division to Rideau for proceeds of $4.3 million. The disposal is consistent with the Company’s long-term strategy to concentrate on its retail operations and develop its Birks product brand through its current retail network, as well as internationally through other channels, and to concentrate the Company’s resources and efforts on its core activities. On August 4, 2015, the carrying amount of the major classes of assets that were sold was comprised primarily of inventory of $0.8 million, resulting in a gain on disposal of assets in the amount of approximately $3.2 million. Furthermore, as part of the agreement, the Company will supply Rideau, with Birks-branded time pieces and jewelry and will receive ongoing royalty payments from Rideau, related to future sales of all Birks-branded products. Rideau has agreed to purchase a minimum aggregate amount of $4.5 million of Birks-branded products for the first three years, and $2.0 million per year for each contract year thereafter for a period of 7 years.

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 26, 2016, we had approximately $63.2 million outstanding on our $110 million senior secured revolving credit facility. Our excess borrowing capacity, which was above $8.0 million throughout fiscal 2016, was $16.2 million as of March 26, 2016 and $12.9 million as of March 28, 2015. 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.

In July 2015, the Company executed an amendment to its $33 million senior secured term loan to increase the amount of the secured term loan to $35.5 million. The interest rate on the new $2.5 million tranche is at an annual rate of LIBOR + 9.75% and it was repaid, in accordance with the repayment terms, in two equal payments in December 2015 and May 2016. The 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 and capital expenditures, provide liquidity to fund the Company’s day-to-day operations and for other general corporate purposes.

Under the terms of the amended senior secured facilities, the Company is required to maintain minimum adjusted EBITDA levels (calculated on a twelve month rolling period as defined in the agreements) if and only if, for any five consecutive business 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 business 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, and will result in cross defaults on the Company’s other borrowings. In November 2015, the Company executed an amendment to the senior secured credit facilities, removing the requirement to close a recapitalization transaction on or before January 31, 2016, which included but was not limited to the closing of permanent financing, equity infusion and/or restructuring acceptable to the lenders (the “Recapitalization Transaction”). Consequently, this removed the additional reserve of up to $2.5 million that could have been imposed by the senior secured lenders if the Company had not met this condition. As part of the amendments to the senior secured credit facilities entered into in November 2015, the minimum adjusted EBITDA levels (calculated on a twelve-month rolling basis as defined in the senior secured credit facilities) were reduced for the months of October 2015 through July 2017 to reflect the impact of the weaker Canadian dollar and the disposal of the corporate sales division (refer to notes 6 and 7 of the consolidated financial statements).

Under the terms of the amended senior secured facilities, the senior secured revolving credit facility administrative agent may, at any time, impose various 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 fiscal 2016 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 senior secured 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 26, 2016, every 100 basis point strengthening or weakening of the Canadian versus the U.S. dollar would cause an approximately $13,000 increase or decrease, respectively, in the amount of excess availability. The Company met its excess availability requirement as of March 26, 2016 and as of the date of filing of this document.

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.

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.

On August 4, 2015, the Company sold the assets of its corporate sales division to Rideau for $4.3 million and executed a supply and licensing agreement with Rideau for Birks products and Birks-branded products (refer to note 6 of the consolidated financial statements).

Fiscal 2015 events

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 were part of the Recapitalization Transaction which we developed 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 were meant to provide us with the funding and time required to finalize and to complete the Recapitalization Transaction which requirement was removed in the November 2015 amendments.

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 CAD$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 CAD$5.0 million by August 30, 2014 in a form that was acceptable to our lenders of which a principal moratorium aggregate amount of CAD$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 2014 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 2014 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 2014 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 allowed 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.

Senior Secured Facilities

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


	Fiscal Year Ended
	March 26, 2016		March 28, 2015
	(In thousands)

Senior secured revolving credit facility availability	$	79,429	$	77,292
Amount borrowed at year end		63,209		64,347

Excess borrowing capacity at year end	$	16,220	$	12,945

Average outstanding balance during the year	$	68,205	$	73,207
Average excess borrowing capacity during the year	$	13,351	$	17,709
Maximum borrowing outstanding during the year	$	78,137	$	86,450
Minimum excess borrowing capacity during the year	$	8,586	$	7,011
Weighted average interest rate for year		3.2%		3.3%

Investissement Québec

The Company has term loans outstanding in the aggregate amount of $6.6 million (CAD$8.6 million) at March 26, 2016 with Investissement Québec.

In November 2015, the Company amended the monthly capital requirements amounts of all term loans with Investissement Québec in order to reduce its short-term capital requirements. The impact of the amendment on the first twelve months following the effective date of the amendment translates to a reduction of CAD$2 million (approximately $1.5 million in U.S. dollars) of the monthly capital requirements. This amendment was agreed to by the senior secured lenders.

The term loans with Investissement Québec require the Company 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. On each of June 26, 2015 and March 7, 2016, the Company obtained a waiver from Investissement Québec with respect to the requirement to test the adjusted long-term debt to adjusted net assets ratio for fiscal 2016 and fiscal 2017, respectively. The Company was in compliance with the working capital ratio as of March 26, 2016.

In June 2014, we were granted a one year moratorium on the monthly capital repayment amounts of CAD$208,333 (approximately $186,611 in U.S. dollars) by Investissement Québec. Subsequent to the twelve month moratorium, the monthly capital repayment amounts of CAD$208,333 (approximately $156,995 in U.S. dollars) commenced in June 2015 resulting in the repayment term being extended by twelve months. As stated above, this principal moratorium aggregate amount of CAD$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 CAD$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 26, 2016 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 CAD$5.0 million of additional financial support that was required to be obtained by August 30, 2014.

In addition to the previously mentioned financing arrangements, we had a CAD$5.0 million ($3.8 million in U.S. dollars) secured term loan from Investissement Québec of which CAD$3.7 million ($2.8 million in U.S. dollars) remained outstanding as of March 26, 2016, bearing interest at a rate of Canadian prime plus 7.0% per annum, which equated to 9.85% at March 26, 2016. 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 26, 2016, we also had a CAD$10.0 million ($7.5 million in U.S. dollars) secured term loan from Investissement Québec of which CAD$3.1 million ($2.4 million in U.S. dollars) remained outstanding as of March 26, 2016, bearing interest at a rate of prime plus 5.5% per annum, which equated to 8.35% at March 26, 2016 and is repayable in 36 equal monthly payments of CAD$208,333 ($156,995 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 CAD$208,333 ($156,995 in U.S. dollars). Subsequent to the twelve month moratorium, the monthly capital repayment amount of CAD$208,333 ($156,995 in U.S. dollars) commenced resulting in the repayment term being extended by twelve months.

Capital Leases and Other Financing

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 CAD$5.0 million of additional financial support required to be obtained by August 30, 2014.

As of March 26, 2016, 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.

Cash Flows from Operating, Investing and Financing Activities

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


(in thousands)	Fiscal 2016			Fiscal 2015			Fiscal 2014
Net cash provided by (used in):
Operating activities		4,704		$	10,600		$	(19,117	)
Investing activities		(2,441	)		(6,325	)		(6,848	)
Financing activities		(2,102	)		(4,057	)		24,629
Effect of changes in exchange rate on cash and cash equivalents		(173	)		(190	)		(162	)

Net increase (decrease) in cash and cash equivalents		(12	)	$	28		$	(1,498	)

Net cash provided by operating activities was $4.7 million during fiscal 2016 as compared to $10.6 million provided by operating activities during fiscal 2015. The $5.9 million decrease in cash flows related to operating activities was primarily the result of a $5.9 million increase in the level of inventory growth in fiscal 2016 compared to fiscal 2015 and a $8.3 million lower increase in the level of accounts payable in the current year compared to the prior fiscal year, partially offset by higher cash flows generated by the increase in net income. Inventories totaled $137.8 million at March 26, 2016, as compared to $135.7 million at March 28, 2015, an increase of $2.1 million or 1.5%. Excluding the impact of $3.6 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 increased by $5.7 million compared to prior year end. Accounts payable were $46.7 million at March 26, 2016, as compared to $44.7 million at March 28, 2015, an increase of $2.0 million. Excluding the impact of $1.1 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 $3.1 million. The increase in payables was primarily due to the timing of purchases and payments compared to the prior year.

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.

During fiscal 2016, net cash used in investing activities was $2.4 million compared to $6.3 million used during fiscal 2015. The $3.9 million decrease in net cash used in investing activities is primarily attributable to net proceeds of $4.1 million received related to the disposal of corporate sales division assets, however the level of capital expenditures was consistent with the prior fiscal year.

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 more cash outlays for the two new mono-brand stores in fiscal 2014.

Net cash used in financing activities was $2.1 million in fiscal 2016, as compared to $4.1 million during fiscal 2015. The $2.0 million variance in cash flows related to financing activities was primarily due to a lower overall reduction in the level of debt compared to the prior year associated with the higher growth of inventories and a lower increase in accounts payable, partially offset by higher income from operations, net proceeds of $4.1 million from the disposal of assets and lower financing fees paid in fiscal 2016.

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.

The following table details capital expenditures in fiscal 2016, 2015 and 2014:


	Fiscal Year Ended
	March 26, 2016		March 28, 2015		March 29, 2014
	(In thousands)

New stores and renovations	$	3,947	$	3,980	$	6,991
Electronic equipment, computer hardware and software		997		766		2,540
Furniture and fixtures		1,833		1,301		877
Manufacturing equipment		16		19		220
Other		201		3		32

Total capital expenditures (1)	$	6,994	$	6,069	$	10,660

(1)	Includes capital expenditures financed by capital leases of $43,000 in fiscal 2016, $1.0 million in fiscal 2015 and $4.1 million in fiscal 2014 as well as capital expenditures included in accounts payable as of the end of the fiscal year.

Capital expenditures for fiscal 2017 are projected to be approximately $6.7 million and are expected to be used primarily for store remodeling and store relocations associated with lease renewals as well as the implementation of our new ERP system. The amount of planned capital expenditures for fiscal 2017 is slightly less than the amount spent in fiscal 2016. A significant number of our Canadian leases (11 of 28 store leases) and U.S. store leases (3 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 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 $8.8 million over the next two years to remodel, relocate or open new stores. Of the $8.8 million, we estimate that $4.3 million will be spent in fiscal 2017 leaving the balance to fiscal 2018. 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.

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.

The Company is actively engaged in identifying alternative sources of financing that include raising additional funds through public or private equity, the disposal of assets, and 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 Company’s 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 is 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 exercise their right to demand repayment of balances owed under these credit facilities, there could be substantial doubt 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.

Research and development, patents and licenses, etc.

None.

Trend Information

During fiscal 2016, we were faced with several challenges such as the lower tourist traffic in the U.S. due to the strong U.S. dollar and the impact caused by a weaker Canadian dollar. 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 by the Canadian operations 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 2016, 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 Birks, the relocation of two stores in Canada and one store in Florida, and the opening of a Van Cleef & Arpel boutique within our flag ship store in Vancouver, 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 and third party jewelry which resulted in a greater percentage of our sales being from third-party branded watches and jewelry 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 which ended during 2016 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 26, 2016 and March 28, 2015, the amount guaranteed under such arrangements was approximately $9.3 million and $6.8 million, respectively. The bad debt experienced under these guarantees has not been material. See Note 14(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 26, 2016 other than our operating lease commitments as detailed below and in Note 13 to our consolidated financial statements.

Commitments and Contractual Obligations

The following table discloses aggregate information about our contractual cash obligations as of March 26, 2016 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⁾	$	105,523	$	3,761	$	99,628	$	634	$	1,500
Capital lease obligations		10,860		1,611		2,508		6,741		—
Interest on debt ⁽²⁾		13,826		5,134		7,003		1,506		183
Operating lease obligations ⁽³⁾		108,367		15,535		25,407		22,368		45,057

Total ⁽⁴⁾	$	238,576	$	26,041	$	134,546	$	31,249	$	46,740

(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 26, 2016.

(3)	The operating lease obligations do not include insurance, taxes and common area maintenance (CAM) charges to which we are obligated. CAM charges were $3,643,000 in fiscal 2016, $3,728,000 in fiscal 2015, and $4,124,000 in fiscal 2014.

(4)	In addition to the above and as of March 26, 2016, 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 26, 2016 on this capital lease was (CAD$12.1 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

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. 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 filing 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 accounts payable 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. Licensing fees are recognized when the product is delivered to and accepted by the customer.

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 2016, we did not recognize any long-lived asset impairment charges in our consolidated financial statements. During fiscal 2015, we recorded impairment charges of $0.2 million (see Note 2(l) to 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 $57.3 million valuation allowance against the full value of net deferred tax assets as of March 26, 2016 (see Note 10(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) and 2 (t) 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, 2016:


Name	Age	Position

Dr. Lorenzo Rossi di Montelera	75	Chairman of the Board & Director
Niccolò Rossi di Montelera	43	Vice Chairman of the Board & Director
Jean-Christophe Bédos	51	President, Chief Executive Officer & Director
Emily Berlin	69	Director
Davide Barberis Canonico	50	Director
Shirley A. Dawe	69	Director
Frank Di Tomaso	69	Director
Louis L. Roquet	73	Director
Albert J. Rahm, II	62	Executive Vice President, Retail Store Operations
Carlo Coda Nunziante	52	Vice President, Strategy
Pat Di Lillo	54	Vice President, Chief Financial & Administrative Officer
Eva Hartling	35	Vice President, Marketing & Communications

Miranda Melfi	52	Vice President, Legal Affairs & Corporate Secretary
Hélène Messier	56	Vice President & Chief Talent Officer
Marco Pasteris	55	Vice President, Business Development & Support

Directors

Dr. Lorenzo Rossi di Montelera , age 75, 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 2016. 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 and chairman of the board 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 and Mangrove. 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.

Niccolò Rossi di Montelera , age 43, has been a director of Birks Group since 2010 and has served as Vice-Chairman of our Board of Directors since June 2015. Mr. Rossi di Montelera’s term as a director of Birks Group expires in 2016. 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.

Jean-Christophe Bédos, age 51, was our Chief Operating Officer from January 2012 to March 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 2016. 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 69, has been a member of our Board of Directors since November 2005. Ms. Berlin’s term as a director of Birks Group expires in 2016. 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 50, was elected to our Board of Directors in September 2013. Mr. Canonico’s term as a director of Birks Group expires in 2016. He was a member of the board of directors of Mayors since November 2005. Since January 1, 2016, Mr. Canonico has been the Chief Executive Officer of Autofil Yarn Ltd., a company in the textile industry supplying yarn to the automotive industry with manufacturing facilities in the United Kingdom and Bulgaria and was the Group Strategy Director from June 2015 to December 2015. From 1998 to March 2016, he was President and Chief Executive Officer of Manifattura di Ponzone S.p.A., an Italian family-owned company in the textile industry. From 2001 to 2015, he was also a member of the board of Sinterama S.p.A., a company in the textile industry with manufacturing facilities worldwide. He is a member of the Supervisory Board of Montrovest B.V.

Shirley A. Dawe , age 69, has been a member of our Board of Directors since 1999. Ms. Dawe’s term as a director of Birks Group expires in 2016. 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 69, was elected to our Board of Directors in September 2014. Mr. Di Tomaso’s term as a director of Birks Group expires in 2016. Mr. Di Tomaso is a corporate director. 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 Intertape Polymer Group Inc. and ADF Group Inc.

Louis L. Roquet, age 73, was appointed to the Company’s Board of Directors on May 11, 2016. Mr. Roquet was previously a member of the Company’s Board of Directors from August 2007 to July 2014 before being appointed by the Québec Government to the position of Chairman of the Board of Investissement Québec in July 2014 from which he resigned on May 2, 2016. From 2012 to 2014, Mr. Roquet was Managing Director of Cevital Spa, a large Algerian manufacturer of food products. Mr. Roquet has served as General Manager of the City of Montréal from January 2010 to January 2012. From April 2004 to October 2009, he was President and Chief Operating Officer of Desjardins Venture Capital and was responsible for managing Desjardins’ venture capital funds together with those of Capital Régional and Coopératif Desjardins, a publicly-traded company established in 2001 with an authorized capitalization of $1.0 billion. From 2002 to 2004, Mr. Roquet served as President and General Manager of Société des alcools du Québec (“SAQ”), Québec’s Liquor Board. Prior to 2002 he held the title of President and Chief Executive Officer of Investissement Québec, Secretary General of the City of Montréal and General Manager of Montréal Urban Community. He also serves as a director of numerous non-profit organizations .

Other Executive Officers

Albert J. Rahm, II, age 62, 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.

Carlo Coda Nunziante, age 52, is our Vice President, Strategy and has been with Birks Group since November 18, 2002. Prior to joining the Company, Mr. Coda Nunziante was, from 1999 to 2002, a Senior Manager at A.T. Kearney, a leading global full-service management consulting firm with offices in more than 40 countries. Prior thereto, from 1994 to 1998, Mr. Coda Nunziante was Process Reengineering Manager at Whirlpool Corporation, one of the largest appliance manufacturers in the world. Mr. Coda Nunziante is the son-in-law of Dr. Rossi di Montelera, who is a director and the Chairman of the Board of the Company. Mr. Coda Nunziante is also the brother-in-law of Niccolò Rossi di Montelera, a director and who, as an employee of Gestofi, provides consulting services to the Company.

Pat Di Lillo, age 54, is our Vice President, Chief Financial and Administrative Officer 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.

Eva Hartling, age 35, 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 52, 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 56, 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 55, 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 2016, each director who was not an employee of the Company received an annual fee of $25,000 for serving on our Board of Directors, $1,500 for each Board meeting attended in person and $750 for each Board meeting attended by phone. The chairperson of each of the audit committee, compensation committee and corporate governance and nominating 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 and nominating 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 and any other members of any special independent committee of directors that may be established from time to time is entitled to receive compensation as may be determined by the Board of Directors for his or her service on such committee. 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 ten executive officers in fiscal 2016, including two of whom left the Company during the year and a new executive officer who was appointed to replace one of the executive officers that left during the year, was approximately $2,193,000 (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 2016 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, 2016, there were 131,990 cash-based stock appreciation rights outstanding that were granted to members of the Company’s Board of Directors and outstanding stock options to purchase 660,000 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, 2016, under the Long-Term Incentive Plan, have a weighted average exercise price of $1.51 and the stock options outstanding as of May 31, 2016, under the Long-Term Incentive Plan have a weighted average exercise price of $1.20.

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 26, 2016, the Company could issue 254,543 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.

The Long-term Incentive Plan expired on February 10, 2016 and no further awards will be granted under this plan. However, this plan will remain effective until the outstanding awards issued thereunder terminate or expire by their terms.

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 had been issued under the ESPP and no additional shares will be issued under this plan. No shares were issued under the ESPP in fiscal 2016, 2015 and 2014.

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. Consequently, the LTCIPs are no longer applicable to the Chief Executive Officer or any other Senior Executive.

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”) and the level of achievements of three key metrics that can modify the amount achieved based on 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). Fifty percent (50%) of the final value of the pool following completion of the three year cycle (early fiscal year 2019) is payable at the end of the three year cycle, 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. As of March 26, 2016, no amounts were earned under the CEO LTCIP.

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, 2016, 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, 2016, there were 627 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 $1.05.

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 Louis L. Roquet) 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 and Nominating Committee and a Compensation Committee comprised solely of independent directors.

During fiscal 2016, our Board of Directors held a total of five board of directors meetings and twenty-five committee meetings. During such period, six out of the then eight directors attended 100% of the meetings of the Board of Directors, one director attended 80% of the Board meetings and one director attended three of the five or 60% 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 2016, 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 2016, the audit committee held six meetings. During such period, one member attended 100% of the audit committee meetings, one member attended 83% of the meetings and the other attended 67% of the meetings while that member was in office. During fiscal 2016, the audit committee was comprised of Frank Di Tomaso (Chair), Emily Berlin and Guthrie Stewart (until December 31, 2015), 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. On May 11, 2016, we appointed Louis L. Roquet as a member of the Audit Committee following the departure of Guthrie Stewart. Mr. Roquet is also financially literate and an independent, 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 2016, the compensation committee held five meetings and all of the members of the compensation committee attended these meetings during such period, except for one member who attended 80% of the meetings. During fiscal 2016, the compensation committee was comprised of Shirley A. Dawe (Chair), Frank Di Tomaso and Guthrie J. Stewart (until December 31, 2015). Every member of the Compensation Committee was an independent (as defined by the NYSE MKT listing standards), non-employee director of Birks Group. On May 11, 2016, we appointed Louis L. Roquet as a member of the Compensation Committee following the departure of Guthrie Stewart. Mr. Roquet is also an independent, non-employee director of Birks Group.

3. Corporate Governance and Nominating Committee . The corporate governance and nominating committee is responsible for overseeing all aspects of our corporate governance policies. The corporate governance and nominating 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 2016, the corporate governance and nominating committee held four meetings and all members of the corporate governance and nominating committee attended these meetings during such period. Our corporate governance and nominating committee is comprised of three directors and operates under a written charter adopted by the Board of Directors. The current and fiscal 2016 members are Emily Berlin (Chair), Shirley Dawe, and Frank Di Tomaso. 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 2016, the executive committee had four members consisting of: Niccolò Rossi di Montelera (Chair), Jean-Christophe Bédos, Davide Barberis Canonico and Guthrie J. Stewart (until December 31, 2015). During fiscal 2016, the executive committee held ten meetings. All of the members of the executive committee attended these meetings during such period except for one member who attended 80% of the executive committee meetings while that member was in office. On May 11, 2016, we appointed Louis L. Roquet as a member of the Executive Committee following the departure of Guthrie Stewart. Mr. Roquet is an independent, non-employee director of Birks Group.

EMPLOYEES

As of March 26, 2016, we employed approximately 557 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 26, 2016:
Administration		144		31		175
Retail		231		152		383

Total		375		183		558


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

SHARE OWNERSHIP

The following table sets forth information regarding the beneficial ownership of our Class A voting shares as of May 31, 2016, 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)		—		—
Niccolò Rossi di Montelera		—		—
Jean-Christophe Bédos(2)		250,000		2.4	%
Davide Barberis Canonico		—		—
Shirley A. Dawe(3)		1,545			*
Emily Berlin(4)		46,952			*

Frank Di Tomaso		—		—
Louis L. Roquet		—		—
Pat Di Lillo(5)		16,666			*

Marco Pasteris(6)		192,820		1.9	%
Albert J. Rahm, II(7)		16,666			*

*	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 and Mangrove collectively would be entitled upon conversion of the Class B multiple voting shares held by Montrovest and Mangrove collectively in addition to 5,928,722 Class A voting shares held collectively by Montrovest and Mangrove. 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 and Mangrove.

(2)

Includes (a) an option to purchase 150,000 Class A voting shares, currently exercisable or exercisable within 60 days of May 31, 2016, 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, currently exercisable or exercisable within 60 days of May 31, 2016, at a price of $0.84 per share and which expires on April 18, 2023. An option to purchase 100,000 Class A voting shares vesting over a period of three (3) years from September 16, 2015, exercisable at a price of $0.78 per share and which expires on September 16, 2025, has not been included as the option is not vested.

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

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

(5)

Includes an option to purchase 50,000 Class A shares, exercisable at a price of $1.94 per share and which expires on January 5, 2025, which vests over a period of three (3) years from January 5, 2015, and currently 16,666 are vested and exercisable or exercisable within 60 days of May 31, 2016 and included in the table above. An option to purchase 10,000 Class A shares vesting over a period of three (3) years from September 16, 2015, exercisable at a price of $0.78 per share and which expires on September 16, 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, 2016, at a price of $1.05 per share and which 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, 2016, at a price of $1.25 per share and which expires on September 23, 2020, (c) warrants to purchase 48,110 Class A voting shares, currently exercisable or exercisable within 60 days of May 31, 2016, at prices of $3.34 to $6.21 per share and which expire on August 20, 2022, (d) an option to purchase 10,000 Class A voting shares, currently exercisable or exercisable within 60 days of May 31, 2016, at a price of $0.89 per share and which expires on November 14, 2022, (e) an option to purchase 15,000 Class A voting shares, exercisable at a price of $1.66 per share and which expires on September 12, 2023, which vests over a period of three (3) years from September 16, 2013, and currently 10,000 are vested and exercisable or exercisable within 60 days of May 31, 2016 and included in the table above, and (f) 107,540 Class A voting shares. An option to purchase 20,000 Class A voting shares vesting over a period of three (3) years from September 16, 2015, exercisable at a price of $0.78 per share and which expires on September 16, 2025, has not been included as the option is not vested.

(7)

Includes an option to purchase 15,000 Class A voting shares, currently exercisable or exercisable within 60 days of May 31, 2016, at a price of $0.89 per share and which expires on November 14, 2022. An option to purchase 20,000 Class A voting shares vesting over a period of three (3) years from September 16, 2015, exercisable at a price of $0.78 per share and which expires on September 16, 2025, has not been included as the option is not vested.

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, 2016 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, 2016, 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, 2016 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)		8,846,692		63.4	%
Mangrove Holding S.A. (5)		4,800,000		33.7	%
Asiya Trust, as trustee for Beech Settlement Trust (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 and Mangrove collectively would be entitled upon conversion of the Class B multiple voting shares held by Montrovest and Mangrove, collectively. The Class B multiple voting shares entitle the holder to ten votes for each Class B multiple voting share held and each Class B multiple voting share is convertible into one Class A voting share. The shares held by Montrovest and Mangrove collectively 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 and Mangrove collectively would be entitled upon conversion of the Class B multiple voting shares held by Montrovest and Mangrove, collectively. The Class B multiple voting shares entitle the holder to ten votes for each Class B multiple voting share held and each Class B multiple voting share is convertible into one Class A voting share. The shares held by Montrovest and Mangrove are beneficially owned by Grande Rousse Trust. Dr. Rossi di Montelera is a beneficiary of Grande Rousse Trust.

(4)

Comprised of 8,846,692 Class A voting shares, of which 3,717,970 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.

(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, as trustee of the Beech Settlement Trust, exercises ultimate voting and investment control over the securities held of record by Asiya Trust, as trustee of Beech Settlement Trust, which is the ultimate beneficial owner of Prime Investments S.A.

As of May 31, 2016, there were a total of 299 holders of record of our Class A voting shares, of which 236 were registered with addresses in the United States. Such United States record holders were, as of such date, the holders of record of approximately 44.5% 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%.

On March 19, 2015, Montrovest entered into a sale and purchase agreement with 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. This sale occurred on December 18, 2015.

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 2016, Birks purchased approximately $0.5 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, 2016, Asiya Trust, as a trustee of Beech Settlement Trust, which is the ultimate beneficial owner of 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 paid 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 was extended automatically for successive terms of one year unless either party gave a 60 day notice of its intention not to renew. The yearly renewal of the agreement was subject to the review and approval of our Corporate Governance and Nominating 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. In fiscal 2016, 2015 and 2014, we paid €105,000, €140,000 and €140,000 respectively (approximately $116,000, 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 2015, 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). On November 17, 2015, our Board of Directors approved the termination of the management consulting services agreement with Montrovest effective December 31, 2015 and the entering into the management consulting services agreement with Gestofi S.A. (“Gestofi”) effective January 1, 2016 on the same terms and conditions as the agreement with Montrovest, all in accordance with our Code of Conduct relating to related party transactions. In fiscal 2016, we paid €35,000 (approximately $39,000 in U.S. dollars) under this agreement to Gestofi.

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 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 providing advice and assistance in (i) new product development and product brand collection assortment, (ii) strategic and business development projects and financial matters, (iii) the implementation of the Company’s strategy and planning, and (iv) 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 CAD$13,700 ($10,324 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 ($13,310 in U.S. dollars) per month. On August 1, 2015, an amended and restated consulting agreement was entered into on a substantially the same terms and conditions until July 31, 2016. In June 2016, the agreement was renewed for an additional one-year term. In addition, in February 2015, our Board of Directors approved the payment of a annual 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 and Nominating 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 in fiscal 2014. This agreement has been renewed yearly and was renewed in March 2016 for an additional one year term. During fiscal 2016, 2015, and 2014 we paid $201,000, $241,000, and $237,000 respectively, to Regaluxe S.r.l. under this agreement.

Distribution Agreement

In April 2011, our Corporate Governance and Nominating Committee and Board of Directors approved the Company’s entering in a Wholesale and Distribution Agreement with Regaluxe 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 June 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 May 30, 2012 and may be renewed by mutual agreement for additional one-year terms. The agreement has been renewed yearly and in March 2016 the agreement was renewed for an additional one year term. During fiscal 2016 and 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
2016	$	1.40	$	0.19
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 2016 (through June 24, 2016)	$	0.50	$	0.41
May 2016	$	0.53	$	0.45
April 2016	$	0.48	$	0.42
March 2016	$	0.48	$	0.19
February 2016	$	0.34	$	0.22
January 2016	$	0.40	$	0.30
December 2015	$	0.46	$	0.30

The following table sets forth, for each quarter in fiscal 2016 and 2015 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 2016 and 2015 and Any Subsequent Period
Subsequent Period	Highest		Lowest
Quarter ended June 2016 (through June 24, 2016)	$	0.53	$	0.35
Fiscal 2016
Quarter ended March 2016	$	0.48	$	0.19
Quarter ended December 2015	$	0.89	$	0.36
Quarter ended September 2015	$	1.40	$	0.67
Quarter ended June 2015	$	1.40	$	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

Item 10. Additional Information

ARTICLES OF INCORPORATION AND BY-LAWS

Our Restated Articles of Incorporation 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 (CAD$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 our Annual Report on Form 20-F filed with the SEC on June 26, 2015.

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 CAD$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 CAD$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 CAD$141,250 was paid during fiscal 2012 and CAD$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. Effective October 1, 2015, Mr. Bédos’ base salary was increased to CAD$730,000 ($557,209 in U.S. dollars based on foreign exchange rates as of May 31, 2016). 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 in a timely manner.

Certain Information Reporting Obligations

Certain U.S. Holders are required to report their ownership of specified foreign financial assets, including stock or securities issued by non-U.S. entities, subject to exceptions, by including a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they own such assets. U.S. Holders are urged to consult their own tax advisors regarding information reporting requirements relating to the ownership of Class A voting shares.

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. To the extent that the Class A voting share are no longer listed on a “designated stock exchange” at the time of their disposition, the above-listed criteria (with the exception of (i)) will apply to determine if the Class A voting shares are “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 26, 2016, we have not hedged these interest rate risks. As of March 26, 2016, we had approximately $104.0 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 26, 2016, we had not hedged these foreign exchange rate risks. As of March 26, 2016, we had approximately $2.3 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 26, 2016, our earnings would have increased or decreased, respectively, by approximately $0.4 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 26, 2016, our borrowing availability would have increased or decreased, respectively, by approximately $13,000. 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 counterparties 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 26, 2016. 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 26, 2016, 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 (2013) 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 26, 2016, 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 control 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 control 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 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. We also have a similar code of ethics that applies to our financial directors. The Company has also adopted a Code of Conduct that applies to all employees of the Company.

Item 16C. Principal Accountant Fees and Services

During fiscal 2016 and fiscal 2015, we retained KPMG LLP, our independent registered public accountant, 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 consolidated financial statements was CAD$509,000 ($388,550 in U.S. dollars) in fiscal 2016 and CAD$527,500 ($419,300 in U.S. dollars) in fiscal 2015.

Audit Related Fees

During fiscal 2016, KPMG LLP provided audit related services for a total amount of CAD$10,000 ($7,634 in U.S. dollars). For fiscal 2015, KPMG LLP did not provide audit related services.

Tax Fees

During fiscal 2016 and fiscal 2015, KPMG LLP provided tax advisory services for a total amount of CAD$39,520 ($30,168 in U.S. dollars) and CAD$51,500 ($40,938 in U.S. dollars), respectively.

All Other Fees

During fiscal 2016 and fiscal 2015, 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 2016.

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 of Birks Group Inc., effective as of November 14, 2005. Incorporated by reference from the Henry Birks & Sons Inc. Registration Statement on Form F-4 originally filed with the SEC on July 27, 2005 and as subsequently amended on September 8, 2005, September 21, 2005 and September 29, 2005.

1.2		Articles of Amendment of Birks Group Inc., effective as of October 1, 2013. Incorporated by reference from the Birks Group Inc. Form 20-F filed with the SEC on July 25, 2014.

1.3		Articles of Amendment of Birks Group Inc. effective as of October 3, 2014. Incorporated by referenced from Birks Group Inc.’s Form 20-F filed with the SEC on June 26, 2015.

1.4		By-law No. One of Birks Group Inc. adopted on December 28, 1998 and amended on April 9, 2012. Incorporated by reference from the Birks Group Inc. Form 20-F filed with the SEC on July 3, 2012.

2.1		Form of Birks Class A voting share certificate as amended as of October 1, 2013. Incorporated by reference from the Birks Group Inc. 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 the Birks Group Inc. 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.



4.6		Lease Agreement between Mayors and Westpoint Business Park, Ltd dated September 13, 2004. Incorporated by reference from the Birks Group Inc. 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 Albert Rahm and Mayor’s Jewelers, Inc., dated as of April 30, 2007 as subsequently amended as of January 12, 2015.

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

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



4.17*		Termination Agreement between Montrovost B.V. and Birks Group Inc., entered into on November 20, 2015.

4.18*		Management Consulting Services Agreement between Birks Group Inc. and Gestofi S.A. entered into as of November 20, 2015.

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

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

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

4.22		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.

4.23		Birks Group Inc. Long-Term Incentive Plan. Incorporated by reference from the Birks Group Inc. 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 the Birks Group Inc. 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 the Birks Group Inc. 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 the Birks Group Inc. 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 the Birks Group Inc. 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 the Birks Group Inc. 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 the from Birks Group Inc. 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.

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. Incorporated by reference from the Birks Group Inc. Annual Report on Form 20-F filed with the SEC on June 26, 2015.

4.35		Letter Agreement entered into on August 19, 2015 which amends the loan agreements between Birks Group Inc. and Investissement Québec. Incorporated by reference from the Birks Group Inc. Form 6-K filed with the SEC on December 4, 2015.

4.36		Letter Agreement entered into on November 19, 2015 which amends the loan agreements between Birks Group Inc. and Investissement Québec. Incorporated by reference from Birks Group Inc. Form 6-K filed with the SEC on December 4, 2015.

4.37		Amended and Restated Cash Advance Agreement between Birks Group Inc. and Montrovest B.V., dated June 8, 2011. Incorporated by reference from the Birks Group Inc. Annual Report on Form 20-F filed with the SEC on July 8, 2011.

4.38		Renewed and Amended Distribution Agreement between Birks Group Inc., Mayor’s Jewelers, Inc. and Damiani International B.V., dated as of October 3, 2014. + Incorporated by reference from the Birks Group Inc. Annual Report on Form 20-F filed with the SEC on June 26, 2015.

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

4.40		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 the Birks Group Inc. Form 6-K filed with the SEC on September 3, 2013.

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

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

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

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

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



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

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

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

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

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

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

4.52		Amendment Letter to Employment Agreement between Birks Group Inc. and Jean-Christophe Bédos dated April 18, 2013. Incorporated by reference from the Birks Group Inc. Annual Report on Form 20-F filed with the SEC on June 26, 2015.

4.53*		Amendment Letter to Employment Agreement between Birks Group Inc. and Jean-Christophe Bédos effective October 1, 2015.

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

4.55		Fourth Amendment to Second Amended and Restated Revolving Credit and Security Agreement dated as of July 25, 2014. Incorporated by reference from the Birks Group Inc. Annual Report on Form 20-F filed with the SEC on June 26, 2015.

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

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

4.58		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 the Birks Group Inc. Form 6-K filed with the SEC on March 20, 2015.

4.59		Seventh Amendment to Second Amended and Restated Revolving Credit and Security Agreement, dated as of July 14, 2015. Incorporated by reference from the Birks Group Inc. Form 6-K filed with the SEC on July 24, 2015.



4.60		Eighth Amendment to Second Amended and Restated Revolving Credit and Security Agreement, dated as of November 20, 2015. Incorporated by reference from the Birks Group Inc. Form 6-K filed with the SEC on December 4, 2015.

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

4.62		Second Amendment to Third Amended and Restated Term Loan and Security Agreement, dated as of July 14, 2015. Incorporated by reference from the Birks Group Inc. Form 6-K filed with the SEC on July 24, 2015.

4.63		Third Amendment to Third Amended and Restated Term Loan and Security Agreement, dated as of November 20, 2015. Incorporated by reference from the Birks Group Inc. Form 6-K filed with the SEC on December 4, 2015.

4.64*		Asset Purchase Agreement entered into between Birks Group Inc. and Rideau Recognition Solutions Inc. on July 29, 2015.

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

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

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 26, 2016 and March 28, 2015		F-3
Consolidated Statements of Operations for the Fiscal Years Ended March 26, 2016, March 28, 2015 and March 29, 2014		F-4
Consolidated Statements of Comprehensive Income (Loss) for the Fiscal Years Ended March 26, 2016, March 28, 2015 and March 29, 2014		F-5
Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended March 26, 2016, March 28, 2015 and March 29, 2014		F-6
Consolidated Statements of Cash Flows for the Fiscal Years Ended March 26, 2016, March 28, 2015 and March 29, 2014		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 26, 2016 and March 28, 2015 and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the years ended March 26, 2016, March 28, 2015 and March 29, 2014. 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 26, 2016 and March 28, 2015 and its consolidated results of operations and its consolidated cash flows for the years ended March 26, 2016, March 28, 2015 and March 29, 2014 in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP*

June 29, 2016

Montréal, Canada


* CPA auditor, CA, public accountancy permit No. A125211		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 26, 2016			March 28, 2015
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	2,344		$	2,356
Accounts receivable		10,293			7,696
Inventories		137,839			135,739
Prepaids and other current assets		1,793			2,232

Total current assets		152,269			148,023

Property and equipment		29,419			28,544
Intangible assets		792			917
Other assets		2,160			2,720

Total non-current assets		32,371			32,181

Total assets	$	184,640		$	180,204


Liabilities and Stockholders’ Equity
Current liabilities:
Bank indebtedness	$	63,209		$	64,347
Accounts payable		46,730			44,740
Accrued liabilities		9,040			8,079
Current portion of long-term debt		5,670			4,745

Total current liabilities		124,649			121,911

Long-term debt		47,504			52,039
Other long-term liabilities		4,783			3,431

Total long-term liabilities		52,287			55,470
Commitments and Contingencies
Stockholders’ equity:
Class A common stock – no par value, unlimited shares authorized, issued and outstanding 10,242,911		30,988			30,988
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		16,216			16,107
Accumulated deficit		(78,849	)		(84,287	)
Accumulated other comprehensive income		736			1,402

Total stockholders’ equity		7,704			2,823

Total liabilities and stockholders’ equity	$	184,640		$	180,204

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 26, 2016			March 28, 2015			March 29, 2014
	(In thousands, except per share amounts)

Net sales	$	285,826		$	301,637		$	281,165
Cost of sales		176,439			183,832			166,498

Gross profit		109,387			117,805			114,667

Selling, general and administrative expenses		91,125			103,735			105,512
Restructuring charges		754			2,604			—
Depreciation and amortization		5,229			5,932			5,426
Gain on sale of assets		(3,229	)		—			—
Impairment of long-lived assets		—			238			—

Total operating expenses		93,879			112,509			110,938


Operating income		15,508			5,296			3,729
Interest and other financing costs		10,020			11,285			9,512
Debt extinguishment charges		—			2,643			—

Income (loss) before income taxes		5,488			(8,632	)		(5,783	)
Income tax expense		50			—			18

Net income (loss)	$	5,438		$	(8,632	)	$	(5,801	)


Weighted average common shares outstanding:
Basic		17,961			17,937			16,617
Diluted		17,961			17,937			16,617

Net income (loss) per share:
Basic	$	0.30		$	(0.48	)	$	(0.35	)
Diluted	$	0.30		$	(0.48	)	$	(0.35	)

See accompanying notes to consolidated financial statements.

F-4

BIRKS GROUP INC.

Consolidated Statements of Other Comprehensive Income (loss)


	Fiscal Year Ended
	March 26, 2016			March 28, 2015			March 29, 2014
	(In thousands, except per share amounts)

Net income (loss)	$	5,438		$	(8,632	)	$	(5,801	)
Other comprehensive loss:

Foreign currency translation adjustments (1)		(666	)		(2,359	)		(2,006	)

Total other comprehensive income (loss)	$	4,772		$	(10,991	)	$	(7,807	)

(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 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 income		—		—		—			—			—			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 stock rights offering, 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
Net income		—		—		—			5,438			—			5,438
Cumulative translation adjustment (1)		—		—		—			—			(666	)		(666	)

Total comprehensive income		—		—		—			—			—			4,772
Compensation expense resulting from stock options granted to Management		—		—		109			—			—			109

Balance at March 26, 2016		17,960,881	$	69,601	$	16,216		$	(78,849	)	$	736		$	7,704

(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 26, 2016			March 28, 2015			March 29, 2014
	(In thousands)

Cash flows from (used in) operating activities:

Net income (loss)	$	5,438		$	(8,632	)	$	(5,801	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		5,275			5,991			5,523
Impairment of long-lived assets		—			238			—
Amortization of debt costs		973			724			555
Debt extinguishment charges		—			2,643			—
Other operating activities, net		31			342			316
Gain on sale of assets		(3,229	)		—			—
(Increase) decrease in:
Accounts receivable and other receivables		(3,189	)		(1,515	)		(1,753	)
Inventories		(6,671	)		(750	)		(14,470	)
Prepaids and other current assets		517			(552	)		(18	)
Increase (decrease) in:
Accounts payable		2,742			11,039			(3,138	)
Accrued liabilities and other long-term liabilities		2,817			1,072			(331	)

Net cash provided by (used in) operating activities		4,704			10,600			(19,117	)

Cash flows (used in) from investing activities:
Additions to property and equipment		(6,476	)		(6,277	)		(6,595	)
Proceeds from sale of assets (net of fees of $0.2 million)		4,072			—			—
Other investing activities, net		(37	)		(48	)		(253	)

Net cash used in investing activities		(2,441	)		(6,325	)		(6,848	)

Cash flows (used in) provided by financing activities:
Increase (decrease) in bank indebtedness		1,043			(4,821	)		9,819
Repayment of obligations under capital leases		(2,263	)		(2,003	)		(1,024	)
Proceeds from capital lease funding		43			1,000			—
Proceeds from private placement, net of costs		—			—			4,861
Proceeds from stock option exercise		—			116			74
Payment of deferred financing fees and costs		(444	)		(4,019	)		(891	)
Repayment of long-term debt		(2,956	)		(1,144	)		(3,017	)
Increase in long-term debt		2,500			6,828			14,828
Other financing activities		(25	)		(14	)		(21	)

Net cash (used in) provided by financing activities		(2,102	)		(4,057	)		24,629
Effect of exchange rate on cash		(173	)		(190	)		(162	)

Net increase (decrease) in cash and cash equivalents		(12	)		28			(1,498	)
Cash and cash equivalents, beginning of year		2,356			2,328			3,826

Cash and cash equivalents, end of year	$	2,344		$	2,356		$	2,328

Supplemental disclosure of cash flow information:
Interest paid	$	8,508		$	9,100		$	8,525
Non-cash transactions:
Property and equipment additions acquired through capital leases	$	43		$	—		$	4,055
Property and equipment additions included in accounts payable and accrued liabilities	$	1,055		$	580		$	742
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 26, 2016, March 28, 2015 and March 29, 2014

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 (until May 31, 2016) 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 26, 2016, March 28, 2015 and March 29, 2014 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 in order to fund its operations is dependent upon its ability to maintain profitable operations as well as specified excess availability levels under its senior secured revolving credit facility and its senior secured term loan, and adhering to certain financial covenants described in note 7.

The Company reported net income of $5.4 million for fiscal 2016. In fiscal 2015 and 2014, the Company incurred net losses of $8.6 million and $5.8 million, respectively. Maintenance of sufficient availability of funding through an adequate amount of committed financing is necessary for the Company to fund its day-to-day operations. The Company’s 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 its ability to maintain adequate levels of available borrowing and its future performance, which to a certain extent, is subject to general economic, financial, competitive, legislative and regulatory factors, as well as other events that are beyond the Company’s control. Approximately 30% of the Company’s store leases are renewable within two years. The Company’s capital expenditure requirements relating to renewing store leases is such that less than 15% of all store leases require capital expenditures in the next two years. The capital expenditures related to retail store locations in both Canada and the U.S. are estimated to be approximately $8.8 million over the next two years to remodel, relocate or open new stores. Of the $8.8 million, we estimate that $4.3 million will be spent in fiscal 2017 leaving the balance to fiscal 2018. 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.

F-8

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

The Company funds its operation primarily through committed financings under its senior secured credit facilities and term loans. The Company’s ability to fund its operations and meet its cash flow requirements is dependent upon its ability to maintain positive excess availability of at least $8 million under the senior secured revolving credit facility. As of March 26, 2016, the Company had approximately $63.2 million outstanding on the $110 million senior secured revolving credit facility. The Company’s excess borrowing capacity was $16.2 million as of March 26, 2016 and $12.9 million as of March 28, 2015. The Company had positive excess availability of at least $8 million throughout fiscal 2016. The senior secured revolving credit facility along with the 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 term of the senior secured revolving credit facility expires on August 22, 2017, while the senior secured term loan matures August 22, 2018.

Under the terms of the amended senior secured credit facilities, the Company is required to maintain minimum adjusted EBITDA levels (calculated on a twelve-month rolling basis as defined in the agreement) if the Company’s availability under its senior secured revolving credit facility is below $8.0 million for any five consecutive business 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, and will result in cross defaults on the Company’s other borrowings. As part of the amendments to the senior secured credit facilities entered into in November 2015, the minimum adjusted EBITDA levels were reduced for the months of October 2015 through July 2017 to reflect the impact of the weaker Canadian dollar. As the Company is forecasting to have excess availability of at least $8 million throughout fiscal 2017, it does not expect that the minimum adjusted EBITDA financial covenant will have to be tested.

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 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 November 2015, the terms of the senior secured credit facilities were amended to remove the requirement to finalize and complete a recapitalization transaction by January 2016, which included but was not limited to, the closing of permanent financing, equity infusion and/or restructuring acceptable to the lenders (the “Recapitalization Transaction”). Consequently, this removed the additional reserve of up to $2.5 million that may have been established by the senior secured lenders.

The Company has also received three term loan financings from Investissement Québec in the amount of $6.6 million (CAD$8.6 million) that mature in 2017, 2018 and 2019. In November 2015, the Company amended the monthly capital requirements amounts of all term loans with Investissement Québec in order to reduce its short-term capital requirements. The impact of the amendment on the first twelve months following the effective date of the amendment translates to a reduction of CAD$2 million (approximately $1.5 million in U.S. dollars) of the monthly capital requirements. This amendment was agreed to by the senior secured lenders.

F-9

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

The term loans with Investissement Québec also require the Company 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. At March 26, 2016, the Company was in compliance with the working capital financial covenant. On each of June 26, 2015 and March 7, 2016, the Company obtained a waiver from Investissement Québec with respect to the requirement to test the adjusted long-term debt to adjusted net assets ratio for fiscal 2016 and fiscal 2017, respectively.

On August 4, 2015, the Company sold the assets of its corporate sales division to Rideau Recognition Solutions Inc. (“Rideau”) (see note 6) for gross proceeds of $4.3 million and executed a supply and licensing agreement for Birks products and Birks-branded products with minimum purchase requirements which will contribute to future cash inflows.

The Company continues to be actively engaged in identifying alternative sources of financing that include raising additional funds through public or private equity, the disposal of assets, and 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 Company’s 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.

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 accounts payable 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.

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.

F-10

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

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.

Licensing fees are recognized when the product is delivered to and accepted by the customer.

(b)	Cost of sales:

Cost of sales includes direct inbound freight and duties, direct labor related to repair services, design and creative, 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 $46,000, $59,000 and $97,000 for the fiscal years ended March 26, 2016, March 28, 2015 and March 29, 2014, 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 $2.3 million and $2.4 million at March 26, 2016 and March 28, 2015, respectively.

(d)	Accounts receivable:

Accounts receivable arise primarily from customers’ use of the Mayors credit card and wholesale sales. Several installment sales plans are offered to the Mayors credit card holders which vary as to repayment terms and finance charges. Finance charges on Mayors’ consumer credit receivables, when applicable, accrue at rates ranging from 0% to 9.9% per annum for financing plans. 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 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.

F-11

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

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		1 - 6 years
Molds		2 - 5 years
Furniture and fixtures		5 - 8 years
Equipment		3 - 8 years

(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 $1.8 million of intangible assets at March 26, 2016 and March 28, 2015, respectively. The Company had $1.0 million and $0.9 million of accumulated amortization of intangibles at March 26, 2016 and March 28, 2015, respectively.

F-12

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

(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 10(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. Foreign exchange losses of $0.3 million, $0.4 million and $0.2 million were recorded in cost of goods sold for the years ended March 26, 2016, March 28, 2015 and March 29, 2014, respectively and $0.2 million, $0.5 million and $0.3 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 26, 2016, March 28, 2015 and March 29, 2014, 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 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-in-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 recorded in fiscal 2016 and 2014.

F-13

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

(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 $2.7 million, $2.9 million and $2.6 million for each of the years ended March 26, 2016, March 28, 2015 and March 29, 2014, respectively. Advertising and marketing expense, net of vendor cooperative advertising allowances, amounted to $9.0 million, $9.5 million and $11.0 million in the years ended March 26, 2016, March 28, 2015 and March 29, 2014, 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-14

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

The following table sets forth the computation of basic and diluted earnings per common share for the years ended March 26, 2016, March 28, 2015 and March 29, 2014:


	Fiscal Year Ended
	March 26, 2016		March 28, 2015			March 29, 2014
	(In thousands, except per share data)

Basic income (loss) per common share computation:
Numerator:
Net income (loss)	$	5,438	$	(8,632	)	$	(5,801	)
Denominator:
Weighted-average common shares outstanding		17,961		17,937			16,617

Income (loss) per common share	$	0.30	$	(0.48	)	$	(0.35	)

Diluted income (loss) per common share computation:
Numerator:
Net income (loss)	$	5,438	$	(8,632	)	$	(5,801	)
Denominator:
Weighted-average common shares outstanding		17,961		17,937			16,617
Dilutive effect of stock options, warrants and stock appreciation rights (SARs)		—		—			—

Weighted-average common shares outstanding – diluted		17,961		17,937			16,617

Diluted income (loss) per common share	$	0.30	$	(0.48	)	$	(0.35	)

For the year ended March 26, 2016, the effect from the assumed exercise of 666,789 Class A voting shares underlying outstanding stock options and 382,693 Class A voting shares underlying outstanding warrants was excluded from the computation of diluted earnings per share due to their antidilutive effect. 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 was 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 was 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 26, 2016 and March 28, 2015, there were no such contracts outstanding.

(s)	Recent Accounting Pronouncements adopted during the year:

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 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 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 was adopted by the Company in fiscal year 2016. This ASU had no impact on the Company’s consolidated financial statements.

F-15

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

(t)	Recent Accounting Pronouncement not yet adopted:

On May 28, 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. The new standard is effective for the Company’s fiscal year beginning April 1, 2018. Early application is permitted only as of annual reporting periods beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. Management is currently evaluating the impact this ASU 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, U.S. 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. Management is currently evaluating the effect that this ASU will have on its financial statements and related disclosures.

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 for its fiscal year beginning on March 27, 2016 (fiscal 2017) and will only affect the balance sheet presentation for the Company by reclassifying deferred financing costs of $1.7 million that are presently accounted for as an asset, as a reduction of the debt liability.

In April 2015, the FASB issued ASU No. 2015-05 – Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement (an update to Subtopic 350-40, Intangibles – Goodwill and Other – Internal-Use Software ) , which provides guidance on accounting for cloud computing fees. If a cloud computing arrangement includes a software license, then the customer should account for the license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. This ASU is effective for arrangements entered into, or materially modified, in interim and annual periods beginning after December 15, 2015. Retrospective application is permitted but not required. Management is still currently evaluating the impact of adopting this standard.

F-16

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

In July 2015, the FASB issued ASU No. 2015-11 – Inventory (Topic 330): Simplifying the Measurement of Inventory , which states an entity should measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This amendment applies to all inventory that is measured using the average costs or first-in first-out (FIFO) methods. This supersedes prior guidance which allowed entities to measure inventory at the lower of cost or market, where market could be replacement cost, net realizable value or net realizable value less an approximately normal profit margin. This ASU is effective for interim and annual periods beginning after December 15, 2016. The amendments should be applied prospectively and earlier application is permitted. Management does not expect that the adoption of this standard will have a material effect on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” The new guidance primarily impacts lessee accounting by requiring the recognition of a right-of-use asset and a corresponding lease liability on the balance sheet for long-term lease agreements. The lease liability will be equal to the present value of all reasonably certain lease payments. The right-of-use asset will be based on the liability, subject to adjustment for initial direct costs. Lease agreements that are 12 months or less are permitted to be excluded from the balance sheet. In general, leases will be amortized on a straight-line basis with the exception of finance lease agreements. ASU 2016-02 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018, with early adoption permitted. Management is currently evaluating the impact the adoption of this guidance will have on the Company’s financial position and results of operations.

3.	Accounts receivable:

Accounts receivable, net of allowance for doubtful accounts, at March 26, 2016 and March 28, 2015 consist of the following:


	As of
	March 26, 2016		March 28, 2015
	(In thousands)

Customer trade receivables	$	8,041	$	5,384
Other receivables		2,252		2,312

	$	10,293	$	7,696

Included in customer trade receivables as of March 26, 2016 and March 28, 2015, was $0.3 million and $0.3 million, respectively, of net trade receivables on nonaccrual status.

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


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
Additional provision recorded		190
Net write-offs		(294	)

Balance March 26, 2016	$	2,155

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 $5.0 million and $4.1 million at March 26, 2016 and March 28, 2015, respectively, are included in customer trade receivables.

F-17

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

4.	Inventories:

Inventories, net of obsolescence reserve, are summarized as follows:


	As of
	March 26, 2016		March 28, 2015
	(In thousands)

Raw materials	$	4,301	$	5,587
Work in progress		95		84
Retail inventories and manufactured finished goods		133,443		130,068

	$	137,839	$	135,739

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


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
Additional charges		626
Deductions		(1,228	)

Balance March 26, 2016	$	2,144

5.	Property and equipment:

The components of property and equipment are as follows:


	As of
	March 26, 2016			March 28, 2015
	(In thousands)

Land	$	4,909		$	5,178
Buildings		7,274			7,664
Leasehold improvements		36,550			41,153
Equipment		1,933			2,083
Molds		838			934
Furniture and fixtures		9,858			9,914
Software and electronic equipment		19,155			19,911

		80,517			86,837
Accumulated depreciation		(51,098	)		(58,293	)

	$	29,419		$	28,544

The Company wrote off $10.4 million of gross fixed assets that were fully amortized during the year ended March 26, 2016, mostly related to leasehold improvements. Property and equipment, having a cost of $12.1 million and a net book value of $8.4 million at March 26, 2016, and a cost of $18.8 million and a net book value of $10.6 million at March 28, 2015, are under capital leasing arrangements.

F-18

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

6.	Sale of assets

On August 4, 2015, the Company sold the assets of its corporate sales division to Rideau for $4.3 million. The disposal is consistent with the Company’s long-term strategy to concentrate on its retail operations and develop its Birks product brand through its current retail network, as well as internationally through other channels, and to concentrate the Company’s resources and efforts on its core activities. On August 4, 2015, the carrying amount of the major classes of assets that were sold was comprised primarily of inventory of $0.8 million, resulting in a gain on disposal of assets in the amount of approximately $3.2 million. Furthermore, as part of the agreement, the Company will supply Rideau, with Birks-branded time pieces and jewelry and will receive ongoing royalty payments from Rideau, related to future sales of all Birks-branded products. Rideau has agreed to purchase a minimum aggregate amount of $4.5 million for the first three years, and $2.0 million per year for each contract year thereafter for a period of 7 years.

7.	Bank indebtedness:

As of March 26, 2016 and March 28, 2015, bank indebtedness consisted solely of the Company’s senior secured revolving credit facility which had an outstanding balance of $63.2 million and $64.3 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. Our excess borrowing capacity, which was above $8.0 million throughout fiscal 2016, was $16.2 million as of March 26, 2016 and $12.9 million as of March 28, 2015.

In July 2015, the Company executed an amendment to its $33 million senior secured term loan to increase the amount of the secured term loan to $35.5 million. The interest rate on the additional $2.5 million tranche is at an annual rate of LIBOR + 9.75%, and the tranche was repaid on time in two equal payments on December 2015 and May 2016. The 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 and capital expenditures, provide liquidity to fund the Company’s day-to-day operations and for other general corporate purposes.

Under the terms of the amended senior secured facilities, the Company is required to maintain minimum adjusted EBITDA levels (calculated on a twelve month rolling period as defined in the agreements) if and only if, for any five consecutive business 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 business 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 November 2015, the Company executed an amendment to the senior secured credit facilities, agreeing with its lenders to remove the requirement to close a Recapitalization Transaction. Consequently, this removes the additional reserve of up to $2.5 million that could have been imposed by the senior secured lenders if the Company had not met this condition. As part of the amendment, the minimum adjusted EBITDA levels (calculated on a twelve-month rolling basis as defined in the senior secured credit facilities) were also amended. The minimum adjusted EBITDA levels were reduced for the months of October 2015 through July 2017 to reflect the impact of the weaker Canadian dollar and the disposal of the corporate sales division.

F-19

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

Under the terms of the amended senior secured facilities, the senior secured revolving credit facility administrative agent may, at any time, impose various 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 fiscal 2016 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 and accounts receivables is periodically assessed by its senior secured 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 26, 2016, every 100 basis point strengthening or weakening of the Canadian versus the U.S. dollar would cause an approximately $13,000 increase or decrease, respectively, in the amount of excess availability. The Company met its excess availability requirement as of March 26, 2016 and as of the date of the filing of this document.

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 20th to January 20th and from January 21st to February 10th, respectively.

The term loans with Investissement Québec require the Company 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. On each of June 26, 2015 and March 7, 2016, the Company obtained a waiver from Investissement Québec with respect to the requirement to meet the adjusted long-term debt to adjusted net assets ratio for fiscal 2016 and fiscal 2017, respectively. The Company was in compliance with the working capital ratio as of March 26, 2016.

F-20

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

The term of the senior secured revolving credit facility expires on August 22, 2017 while the senior secured term loan matures on August 22, 2018.

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


	Fiscal Year Ended
	March 26, 2016		March 28, 2015
	(In thousands)

Maximum borrowing outstanding during the year	$	78,137	$	86,450
Average outstanding balance during the year	$	68,205	$	73,207
Weighted average interest rate for the year		3.2%		3.3%
Effective interest rate at year-end		3.3%		3.2%

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 $188,395,000 (CAD$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.

8.	Long-term debt:

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


	As of
	March 26, 2016		March 28, 2015
	(In thousands)
Senior secured term loans that are subordinated in lien priority to the Company’s senior secured revolving credit facility. The loan bears 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. The term of the loan expires in August 2018	$	33,000	$	33,000
Senior secured term loan that is subordinated in lien priority to the Company’s senior secured revolving credit facility. The loan bore interest at an annual rate of LIBOR plus 9.75%. The loan was repaid in May 2016		1,250		—
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 $139,063 (CAD$184,537). The balance at March 26, 2016 and March 28, 2015 was CAD$12.1 million and CAD$12.8 million, respectively (f)		9,141		10,211
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 $62,798 (CAD$83,333), secured by the assets of the Company. The balance at March 26, 2016 and March 28, 2015 was CAD$3.7 million and CAD$4.6 million, respectively (b)		2,826		3,643
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 $156,995 (CAD$208,333), secured by the assets of the Company. The balance at March 26, 2016 and March 28, 2015 was CAD$3.1 million and CAD$4.4 million, respectively (b)		2,355		3,478
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 $31,399 (CAD$41,667), secured by the assets of the Company. The balance at March 26, 2016 and March 28, 2015 was CAD$1.8 million and 2.0 million respectively (b)		1,383		1,590
Obligations under capital leases, at annual interest rates between 5.8% and 14.9%, secured by leasehold improvements, furniture, and equipment, maturing at various dates to March 2021		1,719		3,362
Cash advance provided by the Company’s controlling shareholder, Montrovest, bearing interest at an annual rate of 11%, net of withholding taxes (note 16(c))		1,500		1,500

		53,174		56,784
Current portion of long-term debt		5,670		4,745

	$	47,504	$	52,039

F-21

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

(b)

The Company must comply with certain financial covenants associated with its terms loans with Investissement Québec. On each of June 26, 2015 and March 7, 2016, the Company obtained a waiver from Investissement Québec with respect to the requirement to meet the adjusted long-term debt to adjusted net assets ratio for fiscal 2016 and fiscal 2017, respectively. The Company was in compliance with the other financial covenant as at March 26, 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:
2017	$	2,967
2018		2,180
2019		1,698
2020		1,680
2021		6,171
Thereafter		—

		14,696
Less imputed interest		3,836

	$	10,860

(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:
2017	$	5,670
2018		3,580
2019		35,049
2020		1,637
2021		5,738
Thereafter		1,500

	$	53,174

(e)	As of March 26, 2016 and March 28, 2015, the Company had $1.0 million and $1.0 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 CAD$2.0 million (approximately $1.5 million U.S. dollars) for the period that ended on December 11, 2015, 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 CAD$2.2 million (approximately $ 1.7 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 26, 2016, March 28, 2015 and March 29, 2014

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

As of March 26, 2016, there were 154,990 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 $1.45. As of March 26, 2016, there were stock options to purchase 660,000 Class A voting shares outstanding under the Long-Term Incentive Plan. During fiscal 2016 and 2015, stock options to purchase 235,000 shares and 50,000 shares, respectively, of the Company’s Class A voting shares were issued with a three year vesting period, with an average exercise price of $0.78 and $1.94, 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 2016 and 2015 was $0.69 and $1.71, respectively. The fair value of the newly issued options in fiscal 2016 and 2015 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 – 95.3% for options issued in fiscal 2016 and 94.8% for options issued in fiscal 2015; Risk-free interest rate –2.3% for options issued in fiscal 2016 and 2.04% for options issued in fiscal 2015; and expected term in years – 10 years. The outstanding options as of March 26, 2016 had no intrinsic value. The unrecognized compensation related to the non-vested portion of stock options granted as of March 26, 2016 was $144,000. Total compensation cost for options recognized in expenses was $109,000, $76,000 and $143,000 during fiscal 2016, 2015 and 2014, 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 26, 2016, March 28, 2015 and March 29, 2014, there were 6,162, 6,162 and 6,454 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 26, 2016, March 28, 2015 and March 29, 2014.

F-23

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

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


	Options			Weighted average exercise price
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
Granted		235,000			0.78
Forfeited		(10,000	)		1.10

Outstanding March 26, 2016		666,162		$	1.02

A summary of the status of Birks’ stock options at March 26, 2016 is presented below:


		Options outstanding						Options exercisable
Exercise price		Number outstanding		Weighted average remaining life (years)		Weighted average exercise price		Number exercisable		Weighted average exercise price
$	0.78		235,000		9.5		0.78		—		—
$	0.84		100,000		7.1	$	0.84		66,666	$	0.84
$	0.89		55,000		6.6		0.89		55,000		0.89
$	1.04-1.05		156,162		5.7		1.04		156,162		1.04
$	1.25-1.66		70,000		6.2		1.48		56,666		1.44
$	1.94		50,000		8.8		1.94		16,666		1.94

			666,162		7.6	$	1.02		351,160	$	1.09

(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 26, 2016, there are 627 options outstanding with a weighted average remaining estimated life of 4 years. No compensation expense was required to be recorded related to the options outstanding under this program for the years ended March 26, 2016, March 28, 2015 and March 31, 2014, respectively.

F-24

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

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


	Options			Weighted average exercise price
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
Expired		(299	)		1.05

Outstanding March 26, 2016		627		$	1.05

A summary of the status of the option plans at March 26, 2016 is presented below:


				Options outstanding and exercisable
Exercise price		Number outstanding		Weighted average remaining life (years)		Weighted average exercise price
$	1.05		627		4.1	$	1.05

(iii)

The Company issues new shares to satisfy share-based awards and exercise of stock options. During fiscal 2016, 2015 and 2014, respectively, no cash was used to settle equity instruments granted under share-based payment arrangements.

(b)

As of March 26, 2016, 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 26, 2016, 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 2016, 2015 and 2014.

(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 2016, 2015 and 2014.

(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 26, 2016, March 28, 2015 and March 29, 2014

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 a third of the LTCIPs value earned at the end of the first three year cycle and a third 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”) and the level of achievement of three key metrics that can modify the amount achieved based on 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 one third of the total payout opportunity). Fifty percent (50%) of the final value of the pool following completion of the three year cycle is payable at the end of the three year cycle (early fiscal year 2019). 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. As of March 26, 2016, no amounts were earned under the CEO LTCIP.

10.

Income taxes:

(a)

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of March 26, 2016, the Company had no accrued interest or penalties related to uncertain tax positions due to available tax loss carry forwards. The tax years 2011 through 2016 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 $57.3 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 26, 2016, March 28, 2015 and March 29, 2014

The significant items comprising the Company’s net deferred tax assets at March 26, 2016 and March 28, 2015 are as follows:


	Fiscal Year Ended
	March 26, 2016			March 28, 2015
	(In thousands)

Deferred tax assets:

Loss and tax credit carry forwards	$	39,710		$	42,619
Difference between book and tax basis of property and equipment		2,731			2,513

Interest expense limitations carry forward		10,697			9,069

Inventory allowances		417			529

Other reserves not currently deductible		807			850

Capital lease obligation		2,431			2,696

Expenses not currently deductible		667			378

Other		(175	)		144


Net deferred tax asset before valuation allowance		57,285			58,798

Valuation allowance		(57,285	)		(58,798	)


Net deferred tax asset	$	—		$	—

The following table reconciles the unrecognized tax benefits at March 26, 2016 and March 28, 2015:


	Fiscal Year Ended
	March 26, 2016		March 28, 2015
	(In thousands)

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

Gross increase – tax position in current period		—		89

Applied against certain element of deferred tax assets		—		(89	)


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 26, 2016, March 28, 2015 and March 29, 2014

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


	Fiscal Year Ended
	March 26, 2016			March 28, 2015			March 29, 2014
	(In thousands)

Income tax expense (benefit):

Current	$	50		$	77		$	183

Deferred		1,591			(2,636	)		(1,525	)

Valuation allowance		(1,591	)		2,559			1,360


Income tax expense	$	50			—		$	18

The Company’s current tax payable at March 26, 2016 was $35,000, nil for March 28, 2015, and $18,000 for March 29, 2014.

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 26, 2016			March 28, 2015			March 29, 2014
Canadian statutory rate		26.6	%		26.4	%		26.4	%

Rate differential for U.S. operations		6.5	%		5.1	%		2.0	%

Adjustment to valuation allowance		3.2	%		(30.7	)%		(26.8	)%

Utilization of unrecognized losses and other tax attributes		(32.2	)%		0.0	%		0.0	%

Permanent differences and other		(3.2	)%		(0.8	)%		(2.1	)%


Total		0.9	%		(0.0	)%		(0.5	)%

(b)

At March 26, 2016, the Company had federal non-capital losses of CAD$21.2 million ($16.0 million in U.S. dollars) available to reduce future Canadian federal taxable income and investment tax credits (“ITC’s”) in Canada of CAD$260,000 ($196,000 in U.S. dollars) available to reduce future Canadian federal income taxes payable which will expire between 2022 and 2035.

(c)

As of March 26, 2016, Mayors and another of the Company’s US subsidiary have federal and state net operating loss carry forwards in the U.S. of approximately $100.6 million and $91.1 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 $1.2 million to offset future federal income taxes.

F-28

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

11.

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

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

Balance as of March 26, 2016		10,242,911	$	30,988		7,717,970	$	38,613		17,960,881	$	69,601

12.

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. The Company incurred restructuring charges of approximately $0.8 million in fiscal 2016 primarily associated with severance and temporary duplication of salaries during the transition of positions from Tamarac to Montreal. These charges represented the last of the expected costs related to the restructuring plan. During fiscal 2015, the Company 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 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. As of March 26, 2016, accounts payable and accrued liabilities related to these restructuring charges were $0.3 million and cash paid during fiscal 2016 for such charges was $1.8 million.

13.

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.

F-29

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

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


Year ending March:
2017	$	15,535
2018		13,135
2019		12,272
2020		11,967
2021		10,401
Thereafter		45,057

	$	108,367

Rent expense for the Company was approximately $21.8 million, including $0.5 million of contingent rent for the year ended March 26, 2016, $23.4 million, including $0.7 million of contingent rent for the year ended March 28, 2015 and $24.3 million, including $0.3 million of contingent rent for the year ended March 29, 2014.

14.

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 26, 2016 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 26, 2016 and March 28, 2015, the amount guaranteed under such arrangements was approximately $9.3 million and $6.8 million, respectively. At March 26, 2016 and March 28, 2015, the Company has recorded in accrued liabilities a reserve of $0.5 million and $0.2 million, respectively, associated with this guaranteed amount.

(c)

The Company has entered into an agreement with Prime Investments S.A., a related party, 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 16(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 agreement, the distribution agreement was extended until March 31, 2016, which was subsequently extended to June 30, 2016. Under the amended agreement, the Company is permitted to exchange $2.0 million of the $5.0 million 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.

F-30

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

15.

Segmented information:

The Company has two reportable segments Retail and Other. As of March 26, 2016, Retail operated 27 stores across Canada under the Birks brand, and 17 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 e-commerce business, gold exchange business, which purchases gold and other precious metals from clients and refines the metals purchased, wholesale business and until August 2015 the corporate sales division which was sold.

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.

Certain information relating to the Company’s segments for the years ended March 26, 2016, March 28, 2015, and March 29, 2014, respectively, is set forth below:


	Retail						Other						Total
	2016		2015		2014		2016		2015		2014		2016		2015		2014
	(In thousands)
Sales to external customers	$	281,940	$	293,146	$	270,630	$	3,886	$	8,491	$	10,535	$	285,826	$	301,637	$	281,165
Inter-segment sales		—		—		—		14,002		15,891		18,320		14,002		15,891		18,320
Unadjusted Gross profit		110,023		118,128		114,210		2,691		5,390		5,663		112,714		123,518		119,873

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 26, 2016, March 28, 2015 and March 29, 2014:


	Fiscal Year Ended
	March 26, 2016			March 28, 2015			March 29, 2014
	(In thousands)

Unadjusted gross profit	$	112,714		$	123,518		$	119,873
Inventory provisions		(2,084	)		(3,151	)		(3,010	)
Other unallocated costs		(1,630	)		(2,551	)		(2,801	)
Adjustment of intercompany profit		387			(11	)		605

Gross profit	$	109,387		$	117,805		$	114,667

F-31

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

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


	Fiscal Year Ended
	March 26, 2016		March 28, 2015		March 29, 2014
	(In thousands)

Geographic Areas
Net sales:
Canada	$	128,651	$	143,384	$	146,277
United States		157,175		158,253		134,888

	$	285,826	$	301,637	$	281,165


Long-lived assets:
Canada	$	19,464	$	17,898	$	19,484
United States		12,115		13,366		13,281

	$	31,579	$	31,264	$	32,765


Classes of Similar Products
Net sales:
Jewelry and other	$	127,220	$	141,781	$	148,511
Timepieces		158,606		159,856		132,654

	$	285,826	$	301,637	$	281,165

16.

Related party transactions:

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


	Fiscal Year Ended
	March 26, 2016		March 28, 2015		March 29, 2014
	(In thousands)
Transactions:
Purchases of inventory from supplier related to shareholder (d)	$	503	$	189	$	—
Management fees to related parties (b)		155		238		188
Consultant fees to a related party (e)		173		175		155
Expense reimbursement to a related party (f)		201		241		237
Interest expense on cash advance received from controlling shareholder (c)		165		165		164
Wholesale distribution service payments to a related party (g)		—		—		1
Balances:
Accounts payable to supplier related to shareholder (d)		17		—		—
Accounts payable to related parties		38		447		57
Interest payable on cash advance received from controlling shareholder		25		136		13

F-32

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

(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 paid 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 was extended automatically for successive terms of one year unless either party gave 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 2016, fiscal 2015 and fiscal 2014, the Company paid €105,000, €140,000 and €140,000 respectively (approximately $116,000, $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. 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. On November 17, 2015, our Board of Directors approved the termination of the Management Consulting Services Agreement with Montrovest effective December 31, 2015 and the entering into the Management Consulting Services Agreement with Gestofi S.A. (“Gestofi”) effective January 1, 2016 on the same terms and conditions as the agreement with Montrovest, all in accordance with the Company’s Code of Conduct relating to related party transactions. In fiscal 2016, €35,000 (approximately $39,000 in U.S. dollars) was paid to Gestofi under this agreement.

(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 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. At March 26, 2016 and March 28, 2015, advances payable to the Company’s controlling shareholder, Montrovest, amounted to $1.5 million.

F-33

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

(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 2016, the Company purchased approximately $0.5 million ($0.2 million in fiscal 2015 and nil in fiscal 2014), of diamonds from Prime Investments S.A. and related parties. As of March 26, 2016, Asiya Trust, as trustee of Beech Settlement Trust, which is the ultimate beneficial owner of Prime Investments S.A., 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 providing advice and assistance in (i) new product development and product brand collection assortment, (ii), strategic and business development projects and financial matters, (iii) the implementation of the Company’s strategy and planning, and (iv) 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 CAD$13,700 ($10,324 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 ($13,310 in U.S. dollars) per month. In February 2015, the Company’s Board of Directors approved the payment of a annual 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. On August 1, 2015 an amended and restated consulting agreement was entered into on substantially the same terms and conditions until July 31, 2016. In June 2016, 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 2016, 2015 and 2014, the Company paid $201,000, $241,000 and $237,000, respectively, to Regaluxe under this agreement, respectively. This agreement was renewed in March 2016 for an additional year term.

(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 30, 2013 and is renewable by mutual agreement for additional one-year terms. This agreement has been renewed yearly and in March 2016, this agreement was renewed for an additional one-year term. During fiscal 2016 and 2015, the Company did not make any payments under this agreement in fiscal 2014, we paid approximately $1,000 under this agreement.

F-34

BIRKS GROUP INC.

Notes to Consolidated Financial Statements

Years ended March 26, 2016, March 28, 2015 and March 29, 2014

(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.

17.

Financial instruments:

(a)	Concentrations:

During the years ended March 26, 2016, March 28, 2015 and March 29, 2014, approximately 39%, 36% and 32%, 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. As of March 26, 2016 and March 28, 2015, for the $63.2 million and $64.3 million, respectively, of bank indebtedness and the $40.8 million and $41.7 million, respectively of long-term debt bearing interest at variable rates, the fair value is considered to approximate the carrying value.

As of March 26, 2016 and March 28, 2015, the fair value of the remaining $12.4 million and $15.1 million, respectively of fixed-rate long-term debt is estimated to be approximately $12.9 million and $15.5 million, respectively. The fair value was determined by discounting the future cash flows of each instrument at the current market interest rates for the same or similar debt instruments with the same remaining maturities adjusted for all necessary risks, including its own credit risk. In determining an appropriate spread to reflect its credit standing, the Company considered interest rates currently offered to the Company for similar debt instruments of comparable maturities by the Company’s lenders. As a result, the Company has determined that the inputs used to value these long-term debts fall within Level 3 of the fair value hierarchy.

F-35

Exhibit 4.14

EMPLOYMENT AGREEMENT

This Agreement shall be effective as of April 30, 2007 by and between Albert Rahm (the “Executive”) and Mayor’s Jewelers, Inc., a Delaware corporation (the “Company”).

WHEREAS , the Executive declares not being prevented from working as such in the United States and Canada;

NOW, THEREFORE , in consideration of the foregoing and of the respective covenants and agreements, the parties agree as follows:

1. Position, Responsibilities and Term of Agreement

1.1 Employment and Duties . Subject to the terms and conditions of this Agreement, the Company employs the Executive to serve on the Senior Management Team as the Senior Vice President, Retail Store Operations reporting to the Executive Vice President & Chief Operating Officer and the Executive accepts such employment and agrees to perform in a diligent, careful and proper manner such reasonable responsibilities and duties commensurate with such position as may be assigned to the Executive. The title and responsibilities and duties may be changed from time to time so long as the Executive continues to be a member of the Senior Management team and are consistent with his skills and experience. Executive agrees to devote substantially all business time and efforts to and give undivided loyalty to the Company.

1.2 Place of work : The Executive shall be based in South Florida, provide his services to the Company primarily in Florida and with the need to travel to Canada as needed and/or directed by the Executive Vice President & Chief Operating Officer or the President and Chief Executive Officer and any other traveling needs required by the position.

1.3 Effective Date . Subject to the provisions of this Agreement, this Agreement shall start on April 30, 2007 (“Effective Date”) and shall continue (the “Term”) unless otherwise terminated as provided for in this Agreement.

2. Compensation

2.1 Base Salary . During the Term of this Agreement, the Company shall pay the Executive an annual gross base salary (“Base Salary”) of $260,000 less all applicable deductions, taxes, and withholdings, payable in the manner dictated by the Company’s standard payroll policies. Subject to a satisfactory performance review, the annual gross base salary will be increased to $280,000 on October 1, 2007. Thereafter, the Executive may be eligible to receive annual base salary increases as determined at the Company’s discretion based upon the Executive’s performance and the Company’s performance. In no event shall Executive’s gross base salary be less than $260,000.

2.2 Incentive Compensation

“Fiscal Year” in this Agreement shall mean such period of approximately 12 months defined as such from time to time by the Company’s Board of Directors. The first Fiscal Year is from April 1, 2007 to March 29, 2008. In the event of any change in the definition “Fiscal Year” it should not adversely affect any bonus payment or other compensation based or calculated on the Fiscal Year.

a) Annual Cash Bonus. For each Fiscal Year of the Company through which the Executive remains an active employee of the Company, the Executive will have the opportunity to earn a bonus based on achievement of a targeted level of performance, as reflected in the annual bonus letter and based on performance criteria set by the Company. For the Fiscal Year ending March 29, 2008, and each Fiscal Year thereafter, the target bonus is 50 % of the Base Salary. For Fiscal Year ending March 29, 2008, the target bonus amount will be prorated for that portion of the fiscal year worked. The Executive will need to be an active employee continuously from the Effective Date through June 30, 2008 in order to receive the payment. On an ongoing basis, the minimum bonus pay out for any Fiscal Year is $0 and the maximum bonus pay out for any Fiscal Year is the maximum allowed under the then current Management Bonus Plan.

b) Long-term Incentive Awards. For each Fiscal Year of the Company through which the Executive remains an active employee of the Company, the Executive may be considered for a long-term incentive award of Birks & Mayor Inc.’s units subject to the approval of the Board of Directors of Birks & Mayors Inc. (“BMI”) and subject to any specific conditions as may be stated by the Board of Directors of BMI and-or the Long-Term Incentive Plan. This award, if granted, will vest over a multi-year period as may be approved by the Board of Directors of BMI or stated in the Long-Term Incentive Plan.

c) Executive Management Long-term Cash Incentive Plan. As long as the Executive remains an active employee of the Company, the Executive will be eligible to participate in the Executive Management Long-Term Cash Incentive Plan subject to the approval of the Board of Directors of BMI and subject to any specific conditions as may be stated by the Board of Directors of BMI and/or the Executive Management Long-Term Cash Incentive Plan. This program operates on a three year cycle. The Executive will be eligible to participate in the three-year cycle commencing on April 1, 2007, at a target incentive of 40 % of the Base Salary, with a possible payout in June 2010, the whole in accordance with the terms and conditions of the Executive Management Long-Term Cash Incentive Plan as may be amended from time to time.

2.3 Participation in Benefit Plans and Associate Discount Policy . If acceptable by the Company’s group insurers, the Company will provide the Executive with the group insurance coverages (as of June 1, 2007), currently including life, dental and medical insurance benefits, the cost of which shall be borne by the Company according to the prevailing policies applicable to other Senior Management members. The Executive will also be provided an additional annual retirement benefit payment in the amount of $15,000, paid on a quarterly basis. In addition, the Executive will be

entitled to participate in the Company’s Associate Discount Policy. The Company may, at its discretion, modify said policies from time to time. Nothing paid to the Executive under any plan, policies or arrangement presently in effect or made available in the future shall be deemed to be in lieu of other compensation to the Executive hereunder as described in this Section 3.

2.4 Vacation Days . The Executive shall be entitled to twenty days of vacation for each Fiscal Year consistent with the Company’s vacation policy for Senior Management officers. The vacation days are earned for a given Fiscal Year during that same Fiscal Year; as a result, for any portion of a Fiscal Year worked, the vacation shall be prorated on the basis of the number of days worked during the Fiscal Year. Unused vacation days may not be carried over from year to year.

2.5 Expenses. During the term of employment hereunder, the Executive shall be entitled, without duplication, to receive reimbursement for all reasonable and approved business expenses incurred by the Executive in accordance with the policies and procedures established by the Company. In addition but without duplication, the Executive shall receive the following gross all-inclusive allowance:

a) Car Allowance: The Executive shall be entitled to a car allowance all-inclusive lump sum amount equal to $900 per month in accordance with the car allowance policy applicable to other members of Senior Management as may be amended from time to time. Any other automobile costs or expenses including, without limitation, maintenance, insurance, repairs, lease or financing costs, and mileage, are the sole responsibility of the Executive.

It is understood that to the extent these provisions generate taxable benefit for income tax purposes, these taxes will be the sole responsibility of the Executive.

3. Termination

3.1 Certain Definitions . For purposes of this Agreement, the following terms have the meanings indicated:

a) “Cause” shall mean: (i) the willful and continued failure by the Executive to substantially perform the Executive’s duties for the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness, or any such actual or anticipated failure after the Executive announces his intention to resign for Good Reason), (ii) the willful engaging by the Executive in misconduct which is financially injurious to the Company, or (iii) the Executive’s conviction or a pleading of guilty or nolo contendre with respect to the commission of a felony or a crime involving bad faith or dishonesty; (iv) the Executive’s insubordination; (v) any breach by the Executive of any material term of this Agreement or any other written agreement between the Executive and the Company; or (vi) the Executive’s material violation of any of the Company’s policies. No act, or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interest of the Company.

b) “Code” shall mean the Internal Revenue Code of 1986, as amended.

c) “Disability” shall mean the Executive’s inability to perform the Executive’s duties by reason of mental or physical disability for at least ninety (90) days in any three-hundred sixty-five (365) day period. In the event of a dispute as to whether the Executive is disabled within the meaning hereof, either party may from time to time request a medical examination of the Executive by a doctor appointed by the Chief of Staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such disability arose. The cost of any such medical examination shall be borne by the Company.

d) “Good Reason” shall mean (i) the Executive ceases to be a member of the Senior Management of the Company, or (ii) the Company materially breaches any material provision of this Agreement. In the event of a resignation for Good Reason, Executive must provide the Company with a written “Notice of Resignation for Good Reason.” The “Notice of Resignation for Good Reason” shall include the specific section of this Agreement which was relied upon and the reason that the Company’s act or failure to act has given rise to the Executive’s resignation for Good Reason.

3.2 Termination Without Cause, Resignation with Good Reason or a Required Relocation outside South Florida.

a) Executive may terminate this Agreement by giving the Company written notice of such termination in accordance with Section 6.2 at least 90 days prior to the termination date, unless a shorter period is agreed upon between the parties.

b) In the event at any time of (i) the termination of the employment of the Executive without Cause (for any reason other than by Death or Disability) or (ii) the resignation of the Executive for an event constituting Good Reason, the Company shall pay or provide to the Executive only the following:

(i) Any earned and accrued but unpaid installment of base salary through the date of the Executive’s resignation or termination at the rate in effect immediately prior to such resignation or termination (or the rate in effect immediately prior to the occurrence of an event that constitutes Good Reason, whichever is greater) and all other unpaid amounts to which the Executive is entitled as of such date under any compensation plan or program of the Company (including payment for any vacation time not taken during the year in which termination occurs and any reimbursements not yet paid but due for business expenses previously incurred), such payments to be made in a lump sum within 15 days following the date of resignation or termination;

(ii) The amount the Executive would have been entitled to pursuant to Section 2.2(a), had Executive remained employed through the end of the

Fiscal Year in which termination occurs, multiplied by a fraction, the numerator of which is the number of days from the beginning of such Fiscal Year to the date of termination, and the denominator of which is 365, such amount to be paid no later than the time annual bonuses are paid to other executives of the Company; and

(iii) As a condition to his entitlement to receive the payment under subsection (ii) of this Section, the Executive shall have executed and delivered to the Company a release satisfactory to the Company.

c) Notwithstanding the foregoing, in the event the aggregate amount of all payments that the Executive would receive pursuant to Section 3.2(b) plus payment to be made to the Executive outside this Agreement would result in an excess “parachute payment” (as defined in Section 280G(b)(2) of the Code) but for this Section 3.2(b), as determined in good faith by the Company, the aggregate amount of the payments required to be paid to the Executive pursuant to this Section 3.2(b) shall be reduced to the largest amount that would result in no portion of any payment to the Executive being subject to the excise tax imposed by Section 4999 of the Code.

For greater clarity, except as set forth above, no other payment whatsoever shall be due by the Company to the Executive.

3.3 Termination for Cause, Disability, Death or Resignation without Good Reason . In the event of the Executive’s termination of employment for Cause, Death or Disability or his resignation without Good Reason, only the amounts set forth in clause (i) of Section 3.2(b) shall be payable to the Executive, provided that in the event of Death and Disability, the amount set forth in clause (ii) of Section 3.2(b) shall be payable as well.

3.4 Withholding . The Company shall have the right to deduct from any amounts payable under this Agreement an amount necessary to satisfy its obligation, under applicable laws, to withhold income or other taxes of the Executive attributable to payments made hereunder.

4. Non-Competition/Confidentiality

4.1 The Executive agrees that during the Executive’s employment with the Company, and for a six-month period thereafter, the Executive will not, directly or indirectly, do or suffer any of the following:

a) Own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated (collectively, “Employed”) as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association, or other business entity, or otherwise engage in any business, which is engaged in any manner in, or otherwise competes with, the business of the Company or any of its affiliates (as conducted on the date the Executive ceases to be employed by the Company in any capacity, including as a consultant) (a “Prohibited Business”) in the states in the United States of America or any

of the foreign countries, including without limitation Canada, in which the Company or any of its affiliates is doing business (a “Competing Business”) for so long as this Section 4.1(a) shall remain in effect, nor solicit any person or business that was at the time of the Executive’s termination of employment, or within one year prior thereto, a customer or supplier of the Company or any of its affiliates; provided, however, that, notwithstanding the foregoing, the Executive shall not be deemed to be Employed by a Competing Business if the Board or a committee of the Board determines that the Executive has established by clear and convincing evidence all of the following: (A) such entity (including its affiliates in aggregate) does not derive Material Revenues (as defined below) from the aggregate of all Prohibited Businesses, (B) such entity (including its affiliates in aggregate) is not a Competitor (as defined below) of the Company and its affiliates and (C) Executive has no direct responsibility for or otherwise with respect to any Prohibited Business; for purposes of this clause (a), “Material Revenues” shall mean that 5% or more of the revenues of the entity (including its affiliates in aggregate) are derived from the aggregate of all Prohibited Businesses; an entity shall be deemed a “Competitor” of the Company and its affiliates if the combined gross receipts of the entity (including its affiliates in aggregate) from any Prohibited Business is more than 25% of the gross receipts of the Company and its affiliates in such Prohibited Business; and an “affiliate” of an entity is any entity controlled by, controlling or under common control with the entity;

b) Employ, assist in employing, or otherwise engage in business with any present executive, officer, employee or agent of the Company or its affiliates;

c) Induce any person who is an executive, officer, employee or agent of the Company, or any member of the Company or its affiliates, to terminate their relationship with the Company or any of its affiliates; and

d) Disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, the Company, or any member of the Company or its affiliates, the customer lists, manufacturing and marketing methods, product research or engineering data, vendors, contractors, financial information, business plans and methods or other confidential business information or trade secrets of the Company, or any member of the Company or its affiliates, it being acknowledged by the Executive that all such information regarding the business of the Company or its affiliates compiled or obtained by, or furnished to, the Executive while the Executive shall have been employed by or associated with the Company is confidential information and the Company’s exclusive property (it being understood, however, that the information publicly disclosed by the Company shall not be subject to this Section 4.1(d), provided that such information may not be used in connection with any of the activities prohibited under clauses (a), (b) and (c) of this Section 4.1 for so long as such clauses remain in effect).

4.2 Upon the termination of the Executive’s employment with the Company, or at any time upon the request of the Company, the Executive (or the Executive’s heirs or personal representatives) shall deliver to the Company (a) all documents and materials (including, without limitation, computer files) containing confidential information

relating to the business and affairs of the Company and its direct and indirect subsidiaries, and (b) all documents, materials and other property (including, without limitation, computer files) belonging to the Company or its affiliates, which in either case are in the possession or under the control of the Executive (or Executive’s heirs or personal representatives).

4.3 The Executive expressly agrees and understands that the remedy at law for any breach by the Executive of any of the provisions of this Section 4 will be inadequate and that damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that upon adequate proof of the Executive’s violation of any legally enforceable provision of this Section 4, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach. Nothing in this Section 4 shall be deemed to limit the Company’s remedies at law or in equity for any breach by the Executive of any of the provisions of this Section 4, which may be pursued or availed of by the Company.

4.4 In the event the Executive shall violate any legally enforceable provision of this Section 4 as to which there is a specific time period during which he/she is prohibited form taking certain actions or from engaging in certain activities, as set forth in such provision, then, such violation shall toll the running of such time period from the date of such violation until such violation shall cease; provided, however, the Company shall seek appropriate remedies in a reasonably prompt manner after discovery of a violation by the Executive.

4.5 The Executive has carefully considered the nature and extent of the restrictions upon him/her and the rights and remedies conferred upon the Company under this Section 4, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which otherwise would be unfair to the Company, are designed to not stifle the inherent skill and experience of the Executive, would not operate as a bar to the Executive’s sole means of support, are fully required to protect the legitimate interests of the Company and do not confer a benefit upon the Company disproportionate to the detriment to the Executive.

4.6 If any court or arbitrators determine that any of the covenants contained in this Section 4 (the “Restrictive Covenants”), or any part thereof, is unenforceable because of the duration or geographical scope of such provision, the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

4.7 The Company and the Executive intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the courts of South Florida. If the courts of any one or more or such jurisdictions hold the Restrictive Covenants wholly unenforceable by reason of breach of scope or otherwise, it is the intention of the Company and the Executive that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other jurisdiction within

the geographical scope of such Restrictive Covenants as to breaches of such Restrictive Covenants in such other respective jurisdiction, such Restrictive Covenants as they relate to each jurisdiction being, of this purpose, severable, diverse and independent covenants, subject, where appropriate, to the doctrine of res judicata .

The term “affiliates” in this Section 4 when used in referencing affiliates of the Company includes, but is not limited to, Birks & Mayors Inc.

5. Assignment . The rights and obligations of the parties under this Agreement shall not be assignable by either the Company or the Executive, provided that this Agreement is assignable by the Company to any affiliate of the Company, to any successor in interest to the business of any of the Company, or to a purchaser of all or substantially all of the assets of any of the Company including without limitation by way of merger or stock purchase.

6. Miscellaneous.

6.1 Governing Law . This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State of Florida.

6.2 Notices . Any notice, request, or instruction to be given hereunder shall be in writing and shall be deemed given when personally delivered or three days after being sent by United States certified mail, postage prepaid, with return receipt requested to, the parties at their respective addresses set forth below:

To the Company:

Mayor’s Jewelers, Inc.

5870 North Hiatus Road

Tamarac, Florida 33321

Attention: Group Vice President, Human Resources

To the Executive:

Mr. Al Rahm

8501 Legend Club Drive

West Palm Beach, Florida 33452

6.3 Severability . If any paragraph, subparagraph or provision hereof is found for any reason whatsoever to be invalid or inoperative, that paragraph, subparagraph or provision shall be deemed severable and shall not affect the force and validity of any other provision of this Agreement. If any covenant herein is determined by a court to be overly broad thereby making the covenant unenforceable, the parties agree and it is their desire that such court shall substitute a reasonable judicially enforceable limitation in place of the offensive part of the covenant and that as so modified the covenant shall be as fully enforceable as if set forth herein by the parties themselves in the modified form. The covenants of the Executive in this Agreement shall each be construed as an

agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants in this Agreement.

6.4 Entire Agreement, Amendment and Waiver . This Agreement constitutes the entire agreement and supersedes all prior agreements of the parties hereto relating to the subject matter hereof, and there are no oral terms or representations made by either party other than those herein. This Agreement may not be amended, supplemented or waived except by a writing signed by the party against which such amendment or waiver is to be enforced. The waiver by any party of a breach of any provision of this Agreement shall not operate to, or be construed as a waiver of, any other breach of that provision nor as a waiver of any breach of another provision.

6.5 Arbitration of disputes. Any controversy or claim arising out of or relating to this Agreement, or breach thereof (other than those arising under Section 4, to the extent necessary for the Company to avail itself of the rights and remedies provided under Section 4), or any controversy or claim arising out of the Executive’s employment with the Company, shall be submitted to arbitration in Broward County, Florida in accordance with the Rules of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction thereof, provided, however, that the parties agree that (i) the panel of arbitrators shall be prohibited from disregarding, adding to or modifying the terms of this Agreement; (ii) the panel of arbitrators shall be required to follow established principles of substantive law and the law governing burdens of proof; (iii) only legally protected rights may be enforced in arbitration; (iv) the chairperson of the arbitration panel shall be an attorney licensed to practice law in Florida who has experience in similar matters; and (v) any demand for arbitration made by either party must be filed and served, if at all, within 365 days of the occurrence of the act or omission complained of, except where the applicable statute of limitations exceeds this time period in which case the period provided under the statute of limitations will apply. The award rendered in any arbitration proceeding held under this Section shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction thereof, provided that the judgment conforms to established principles of law and is supported by substantial record evidence.

6.6 Enforcement .

a) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to the Executive hereunder, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s estate or beneficiary

b) If either party is required to institute litigation or arbitration to enforce their rights under this Agreement, then the prevailing party, as determined by either a court of competent juridiction or arbitration, shall be entitled to recover reasonable attorney’s fees and costs.

6.7 Survival of Rights and Obligations . The provisions of sections 3.2, 3.3 and 4 (but subject to the time limitations in Section 4.1) shall survive the termination or expiration of this Agreement. Section 4.1(a) shall not survive the termination or expiration of this Agreement if the Company terminates the Executive without Cause, or if the Executive resigns with Good Reason. However, nothing in this subsection prohibits the Company from seeking relief under Section 4 of this Agreement, including circumstances where the Executive purports to resign with Good Reason.

6.8 Counterparts . This Agreement may be executed in two counterparts, each of which is an original but which shall together constitute one and the same instrument.

6.9 Written Resignation . In the event this Agreement is terminated for any reason (except by death), the Executive agrees that if at the time Executive is a director or officer of the Company or any of its direct or indirect subsidiaries, Executive will immediately deliver a written resignation as such director or officer, such resignation to become effective immediately.

6.10 Executive’s Representations . The Executive represents and warrants to the Company that (i) the Executive is able to perform fully the Executive’s duties and responsibilities contemplated by this Agreement and (ii) there are no restrictions, covenants, agreements or limitations of any kind on his right or ability to enter into and fully perform the terms of this Agreement.

6.11 Currency . For the avoidance of doubt, any references to monies or dollars set forth in this Agreement shall be in United States Dollars.

Execution

Upon execution below by both parties, this Agreement will enter into full force and effect as of April 30, 2007.


MAYOR’S JEWELERS, INC.

By:		/s/ Thomas A. Andruskevich
		Thomas A. Andruskevich
		President and Chief Executive Officer

EXECUTIVE

By:		/s/ Albert Rahm
		Albert Rahm

AMENDMENT TO EMPLOYMENT AGREEMENT entered into as of January 12, 2015


BY AND BETWEEN:		MAYOR’S JEWELERS, INC., a Delaware corporation
		(hereinafter referred to as the “Company”)

AND:		ALBERT RAHM
		(hereinafter referred to as the “Executive”)

WHEREAS the Company and the Executive entered into an employment agreement with an effective date of April 30, 2007 (the “Employment Agreement”);

WHEREAS the Company and the Executive wish to amend the Employment Agreement as contained herein below.

NOW, THEREFORE, FOR THE REASONS SET FORTH ABOVE, AND IN CONSIDERATION OF THE MUTUAL PREMISES AND AGREEMENTS HEREINAFTER SET FORTH, THE PARTIES HERETO ACKNOWLEDGE AND AGREE AS FOLLOWS:

1.	All capitalized terms which are not otherwise defined herein shall have the meanings ascribed thereto in the Employment Agreement.

2.	Subsection 3.2 b) of the Employment Agreement is hereby amended as follows:

By deleting the word “for” in clause 3.2 b)(i) and replacing it with the following “within thirty (30) days of”.

ii)

By deleting clause (iii) in subsection 3.2 b) and adding the following clauses (iii), (iv) and (v):

(iii)

In lieu of any further salary, or of any severance payments or notice of termination of employment to the Executive, the Executive will receive up to six (6) months of salary continuation at the same rate of base salary in effect immediately prior to the Executive’s resignation for Good Reason or termination (or the base salary in effect immediately prior to the occurrence of an event that constitutes Good Reason, whichever is greater). The Company will make the salary continuation payments, less applicable taxes and other withholdings, on the Company’s regular payroll dates. In the event the Company terminates the Executive without Cause or if the Executive resigns for Good Reason, the Company may at its sole discretion, require the Executive to continue providing services for a three (3) month working notice period while said salary continuation payments are being made; All payment of salary continuation shall cease upon the Executive commencing alternate employment or other gainful activities.

(iv)

The Company shall maintain in full force and effect for the period described in Section 3.2 b)(iii), following the date of the Executive’s resignation for Good Reason or termination without Cause, health and dental insurance programs (not disability and life insurance programs) in which the Executive was entitled to participate either immediately prior to the Executive’s resignation for Good Reason or termination without Cause or immediately prior to the occurrence of an event that constitutes Good Reason, provided that the Executive’s continued participation is possible under the general terms and provisions of such programs. If applicable, to the extent Cobra is available, the Company’s obligations are satisfied by paying the Executive’s monthly premiums for the period described in Section 3.2 b)(iii) under Cobra, and then the Executive may continue the Cobra coverage at the Executive’s expense.

The health and dental insurance program coverage shall cease upon the Executive commencing alternate employment or other gainful activities.

(v)

As a condition to his entitlement to receive the termination payments and benefits under clauses (ii)–(iv) of this Section, the Executive shall have executed and delivered to the Company a release satisfactory to the Company.

3.	The parties confirm that all other terms and conditions of the Employment Agreement, as amended, shall continue to apply mutatis mutandis.

The Company and the Executive hereby represent and warrant to each other that, in entering into this Agreement, neither of them is in violation of any contract or agreement, whether written or oral, with any other person, moral or physical, firm, partnership, corporation or any other entity to which either of them are a party or by which they are bound and will not violate or interfere with the rights of any other person, firm, partnership, corporation or other entity.

5.	The parties hereto agree that this Agreement shall be construed as to both validity and performance and shall be enforced in accordance with and governed by the laws of the State of Florida.

- 2 -

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed on the date first written above.


		MAYOR’S JEWELERS, INC.

Per:		/s/ Jean-Christophe Bédos
		Jean-Christophe Bédos
		President and CEO.

/s/ Albert Rahm
ALBERT RAHM

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Exhibit 4.17

TERMINATION AGREEMENT

This Termination Agreement (hereinafter “ Termination Agreement ”) is entered into on this 20 ^th day of November, 2015.

BY AND BETWEEN:

Montrovest B.V., a company incorporated under the laws of Netherlands, having its head office at Luna ArenA, Herikerbergweg 238, 1101 CM Amsterdam, The Netherlands

(hereinafter referred to as “ Montrovest ”)

AND

BIRKS GROUP INC., a corporation incorporated under the laws of Canada, having its head office at 1240 Square Phillips, Montreal, Quebec, Canada, H3B 3H4

(hereinafter referred to as “ Company ”)

( hereinafter collectively referred to as “the Parties” )

WHEREAS the Company and Montrovest entered into an Amended and Restated Management Consulting Services Agreement as of June 8, 2011, as amended, pursuant to which Montrovest provided consulting services to the Company in accordance with the terms and conditions contained therein (the “ Agreement ”);

WHEREAS the Parties have mutually agreed to terminate the Agreement upon terms and conditions set forth herein;

NOW THEREFORE in consideration of the terms and conditions of this Termination Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Montrovest and Company covenants and agrees as follows:

The Parties agree to terminate the Agreement, effective December 31, 2015 (the “ Termination Date ”). The termination of the Agreement shall not relieve the Company of its obligation to pay to Montrovest, on or before January 10, 2016, €11,666.67 in respect of the Retainer Fee (as defined in the Agreement) for the month of December 2015.

Any provisions of the Agreement which, by their very nature should survive the expiration or termination of the Agreement shall continue to survive, which shall apply to this Termination Agreement mutatis mutandis .

Each of the Parties unconditionally releases, waives and forever discharges each other from any and all actions, liabilities, obligations, duties, promises or indebtedness of any kind, whether arising at law or in equity, whether known or unknown, which a Party might otherwise have against the other under, in relation to or arising from the Agreement.

The Parties hereto shall execute such further documents or instruments required to give effect to the purpose of this Termination Agreement.

This Termination Agreement shall be binding upon and enure to the benefit of the Parties hereto and their respective successors and permitted assigns.

IN WITNESS WHEREOF the Parties hereto have caused this Termination Agreement to be executed by their duly authorized representatives.


MONTROVEST B.V.

By:		/s/ Paul van Duuren
		Name: Paul van Duuren
		Title: Managing Director

BIRKS GROUP INC.

By:		/s/ Jean-Christophe Bédos
		Name: Jean-Christophe Bédos
		Title: President and Chief Executive Officer

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Exhibit 4.18

MANAGEMENT CONSULTING SERVICES AGREEMENT

MANAGEMENT CONSULTING SERVICES AGREEMENT (this “Agreement”) has been entered into in the City of Montreal, Province of Quebec, as of November 20, 2015


BY AND BETWEEN:		Birks Group Inc., a company incorporated under the laws of Canada and having its head office at 1240 Phillips Square, Montreal, Quebec, Canada (hereinafter referred to as “BGI”)

AND:		Gestofi S.A., a company incorporated under the laws of Switzerland and having its head office at 50, Quai Gustave Ador, 1208 Genève, Switzerland (hereinafter referred to as “Gestofi”)

WHEREAS BGI (formerly Birks & Mayors Inc.) and Montrovest (formerly Iniziativa S.A.) entered into a Management Consulting Services Agreement as of April 1, 2006 (as amended, extended, supplemented and otherwise modified from time to time, the “Montrovest Management Consulting Services Agreement”), pursuant to which Montrovest provided advisory, management and corporate services to BGI in accordance with the terms and conditions contained therein;

WHEREAS the Montrovest Management Consulting Services Agreement will be terminated on December 31, 2015;

WHEREAS BGI seeks assistance with projects related to, among others, financing, mergers and acquisitions and international expansion projects;

WHEREAS Gestofi wishes to assist BGI with such aforementioned projects;

NOW THEREFORE , in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE ONE

INTERPRETATION

1.1.

Definitions. For the purposes hereof, the following words and phrases shall have the following meanings, respectively, unless otherwise specified by the context:

(a)

“ Services” shall have the meaning ascribed thereto at Section 2.1;

(b)

“Agreement” shall mean this Management Consulting Services Agreement and all instruments supplemental hereto or any amendment or confirmation hereof; “herein”, “hereof”, “hereto” and “hereunder” and similar expressions mean and refer to this Agreement and not to any particular Article, Section, Subsection or other subdivision;

(c)

“Event of Default” shall have the meaning ascribed thereto at Section 4.2;

(d)

“Parties” shall mean BGI and Gestofi and “Party” shall mean any one of them;

(e)

“Revolving Credit Agreement” means the Second Amended and Restated Revolving Credit and Security Agreement dated as of June 8, 2011 (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified and in effect from time to time), with, inter alia , the Borrower and Mayor’s Jewelers, Inc., as borrowers, with the “Lenders” identified therein, the “Agents” identified therein and 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”; and

(f)

“Term Loan Agreement” means the Third Amended and Restated Term Loan and Security Agreement dated as of November 21, 2014 (as amended, amended and restated, supplemented, refinanced, replaced or otherwise modified and in effect from time to time), with, inter alia , the Borrower and Mayor’s Jewelers, Inc., as borrowers, the “Lenders” identified therein, Crystal Financial LLC, as “Administrative Agent and Collateral Agent”.

1.2

Gender. Any reference in this Agreement to any gender shall include all genders and words used herein importing the singular number only shall include the plural and vice versa.

1.3

Headings. The division of this Agreement into Articles, Sections, Subsections and other subdivisions and the insertion of headings are for convenience or reference only and shall not affect or be utilized in the construction or interpretation hereof.

1.4

Severability. Any Article, Section, Subsection or other subdivision of this Agreement or any other provision of this Agreement which is, or becomes, illegal, invalid or unenforceable shall be severed herefrom and shall be ineffective to the extent of such illegality, invalidity or unenforceability and shall not affect or impair the remaining provisions hereof, which provisions shall be severed from any illegal, invalid or unenforceable Article, Section, Subsection or other subdivision of this Agreement or any other provisions of this Agreement.

1.5

Entire Agreement. This Agreement, together with any documents to be delivered pursuant hereto or thereto, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties.

1.6

Waiver. No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provisions (whether similar or not) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in writing and duly executed by the Party to be bound thereby.

1.7

Governing Law. This Agreement shall be governed, interpreted and construed in accordance with the laws of the Province of Québec and the laws of Canada applicable therein.

1.8

Language. The parties have required that this Agreement and all documents or notices relating thereto be in the English language. Les parties aux présentes ont demandé que la présente convention soit rédigée en anglais.

1.9

Accounting Principles. Accounting terms not otherwise defined have the meanings ascribed thereto under the U.S. Generally Accepted Accounting Principles (GAAP).

1.10

Currency. Unless otherwise indicated, all dollar amounts in this Agreement are expressed in U.S. Dollars.

1.11

Independent Contractor. Nothing contained in this Agreement shall be construed as creating any relationship between the Parties other than that of independent contractors. Gestofi shall not represent to third parties being authorized or entitled to execute or agree on behalf of BGI or bind BGI to any agreement or document of any kind whatsoever.

ARTICLE TWO

SERVICES

2.1

Services. Gestofi agrees to provide to BGI the services related to:

(a)

obtaining financing, including without limitation, raising of capital or obtaining of other financial instruments in favour of BGI and its affiliates;

(b)

mergers and acquisitions;

(c)

international expansion projects that BGI and its affiliates may pursue;

(d)

the merchandising and/or marketing of BGI’s products;

(e)

definition of BGI’s goals and objectives;

(f)

the monitoring of the achievement of BGI’s goals and objectives; and

(g)

such other services as may be reasonably requested by BGI.

(collectively, the “Services”). The Services will be reviewed between the parties at least sixty (60) days prior to any renewal term. The renewal is subject to the review and approval of BGI’s Corporate Governance and Nominating Committee and Board of Directors.

Gestofi will provide quarterly updates on its Services to BGI’s Corporate Governance and Nominating Committee.

2.2

Representations and Warranties. Gestofi hereby represents and warrants to BGI as follows and acknowledges that BGI is relying upon such representations and warranties in connection with this Agreement:

(a)

the personnel of Gestofi will have the required skills and capacity to provide the Services in accordance with this Agreement;

(b)

Gestofi knows of no facts or circumstances, which would prevent it from providing personnel to BGI hereunder; and

(c)

Gestofi represents that the amounts to be invoiced to BGI shall be reasonable in all circumstances, having regard to the nature of the services to be rendered, the qualifications of the person providing such services and generally prevailing market conditions.

2.3

Standard of Performance. The personnel of Gestofi will perform the Services in accordance with this Agreement in a professional and prudent manner, using sound and proven principles and procedures.

2.4

Notification. Each Party shall forthwith notify the other Party of any circumstances or facts that materially and adversely affect or could reasonably be expected to materially and adversely affect such Party’s performance of its obligations hereunder.

ARTICLE THREE

FEES

3.1

Retainer Fee. During the Term of this Agreement, BGI shall, in consideration of Gestofi agreeing to provide the Services to BGI and for any out-of-pocket disbursements related to providing the Services, pay to Gestofi a total annual retainer fee of €140,000 (EUROS) (the “Retainer Fee”). Payments to Gestofi will be pro-rated monthly and an amount of €11,666.67 (EUROS) will be paid by BGI on the 10 ^th day of the following calendar month.

For purposes of clarity, no other fee will be due to Gestofi hereunder by BGI or any of its subsidiaries.

In the event that the Retainer Fee becomes subject to a value-added tax, BGI agrees to consider such issue upon request by Gestofi.

In the event that BGI retains the services of third parties to provide certain services, BGI agrees to pay the fees and expenses of such party directly.

In the event that Gestofi requests an adjustment to the Retainer Fee in light of the Services provided hereunder, such request will be reviewed and considered by BGI on an annual basis and BGI will submit such request to its Corporate Governance and Nominating Committee for consideration.

3.2

Invoices. Gestofi will provide to BGI an invoice satisfactory to support the amounts payable pursuant to Sections 3.1.

3.3

Credit Agreements. If a default or an event of default exists under the Revolving Credit Agreement and/or Term Loan Agreement, the fees set forth in Section 3.1 will accrue and BGI shall not be obligated to pay such fees until such default has been cured.

ARTICLE FOUR

TERM; REMEDIES

4.1

Term. The term of this Agreement shall commence on January 1, 2016 and will remain in effect until December 31, 2016 (the “Term”). Thereafter, this Agreement will be extended automatically for additional successive terms of 1 year, unless either party gives notice to the other party of its intent not to renew 60 days prior to the end of the term. The Term together with any renewals thereof shall be referred to collectively as the “Term”).

The parties understand that the Services hereunder are intended to be provided over a period of multiple years. However, Gestofi understands and acknowledges that the renewal of this Agreement on a yearly basis is subject to the review and approval of the Corporate Governance and Nominating Committee and Board of Directors of BGI.

4.2

Event of Default. An “Event of Default” will mean any of the following:

(a)

The failure by any Party to perform or fulfill any obligation pursuant to the Agreement; and

(b)

The bankruptcy of any Party or the making by such Party of an assignment for the benefit of creditors, or the appointment of a trustee or receiver and manager or liquidator to such Party for all or a substantial part of its property, or the commencement of bankruptcy, reorganization, arrangement, insolvency or similar proceedings by or against such Party under the laws of any jurisdiction, except where such proceedings are defended in good faith by such Party.

4.3

Remedies. If any Event of Default shall have occurred to any Party, then the other Party may immediately terminate this Agreement and exercise the remedies permitted by the law.

4.4

Default Interest. If any Party fails to pay as and when due and payable any amount hereunder which is not in dispute, then such Party shall pay interest on such amount from the due date up to and including the date when such amount and all interest thereon is paid in full at the rate per annum equal to (i) the rate of interest commonly known and referred to as the 3 month Euribor rate as available at www.euribor-rates.eu plus (ii) one percent (1%). Such interest shall he payable on demand.

ARTICLE FIVE

INDEPENDENT CONTRACTOR

5.1

The relationship of the Gestofi and any of its employees to BGI in connection with the furnishing of the Services under this Agreement shall be that of an independent contractor. Gestofi and its employees shall in no way be considered employees, agents or legal representatives of BGI for any purpose whatsoever. Gestofi shall have sole responsibility for the payment of all applicable governmental taxes including federal, state, and local income taxes for fees it receives under this Agreement and for all applicable employment and disability insurance, social security and other similar taxes for Gestofi’s employees. Gestofi does not have, and does not have the right to exercise, any authority to enter into any agreements for or on behalf of BGI.

ARTICLE SIX

CONFIDENTIALITY

6.1

In the course of performing Services, Gestofi acknowledges that it will have access to and/or become familiar with confidential information. Confidential information means all information and know-how, whether or not in writing of a private, secret or confidential nature concerning the business or financial affairs of BGI and its affiliates, including, but not limited to, inventions, products, processes, methods, techniques, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs and customer and supplier lists. It also refers to and includes all files, letters, reports, analyses, compilations, studies or other documents prepared by BGI, or by its agents, representatives or employees. Gestofi undertakes, during the

term of this Agreement and after termination thereof, not to divulge to anyone and not to use, directly or indirectly, for its own purposes or for any purpose that is not in the best interest of BGI, any and all such confidential information. Gestofi hereby acknowledges expressly the confidentiality nature of that information.

Gestofi shall ensure that its employees and representatives will abide by the terms of this confidentiality provision and shall be responsible for any breach of this confidentiality undertaking by its employees and representatives.

ARTICLE 7

NON-COMPETITION AND NON-SOLICITATION

7.1

Gestofi undertakes and agrees that during the term of this Agreement and for a six-month period thereafter, Gestofi and its representatives will not:

(a)

directly or indirectly, either alone or with any other person(s), in the capacity of principal, agent, partner, officer, employee, director, Gestofi (except as passive shareholder holding no more than 5% of the shares of a publicly listed corporation) or in any other manner whatsoever, engage or be involved in any business which is in competition with the business carried on by BGI at the date hereof or at any time during the term of this Agreement within Canada, Florida and Georgia and in any other location that BGI carries on business;

(b)

solicit, do or endeavour to do business with or hire, directly or indirectly, in any manner whatsoever, in the capacity of employee, consultant or in any other capacity whatsoever, one or more employees, directors, officers or other persons (hereinafter collectively referred to as the “Employees”) working for BGI at the time of termination of this Agreement, nor endeavour, directly or indirectly, in any manner whatsoever, to encourage any of said Employees to leave his/her post with BGI;

(c)

endeavour, directly or indirectly and in any manner whatsoever, to solicit, accept orders or negotiate agreements for services or products competitive with those of BGI from or with any prior or existing clients of BGI at the time of termination of this Agreement, or incite or induce any clients or suppliers to terminate, in whole or in part, its business relations with BGI at the time of the termination of this Agreement.

7.2

Gestofi hereby acknowledges and agrees that all restrictions contained in this section 7 are necessary, valid and reasonable with regard to time, scope of activity and geographical area and are necessary to protect BGI’s legitimate interests. Gestofi hereby expressly agrees that damages may not be an adequate remedy to compensate BGI for any breach of its obligations contained in this section 7, and accordingly agrees that in addition to any and all other remedies available, BGI shall be entitled to obtain relief by way of injunction to enforce the obligations in this section 7.

7.3

In the event that any part of the foregoing covenants in this section 7 should be held to be invalid, the remainder thereof shall continue in full force and effect so as to protect the legitimate interests of BGI in its respective business. In addition, should any provision of this section 7 be declared or be determined by any court of competent jurisdiction to be unreasonable or excessively broad as to time, scope of activity or geographical area, it is agreed that BGI shall be entitled to enforce said provision for such period of time, for such activity and/or within such area as may be determined to be reasonable and appropriate in said court.

ARTICLE 8

GENERAL

8.1

Notices. Any notice, consent, approval, direction or other instrument required or permitted to be given hereunder shall be in writing and given by delivery or sent by telex, telecopier or similar telecommunication device and addressed:

(a)

in the case of BGI to:

Birks Group Inc.

1240 Phillips Square

Montreal, Quebec, Canada H3B 3H4

Fax: (514) 397-2537

Attention: Vice President, Legal Affairs and Corporate Secretary

(b)

in the case of Gestofi to:

Gestofi S.A.

50, Quai Gustave Ador

1207 Genève

SWITZERLAND

Fax: 041 22 810 41 40

Attention: Managing Director

Any notice, consent, approval, direction or other instrument given as aforesaid shall be deemed to have been effectively given and received, if sent by telex, telecopier or similar telecommunications device on the next business day following such transmission or, if delivered, to have been given and received on the date of such delivery. Any Party may change its address for service by written notice given as aforesaid.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and at the place first above mentioned.


GESTOFI S.A.

By:		/s/ Paul Bagnara
		Name: Paul Bagnara
		Title: Managing Director

BIRKS GROUP IN C.

By:		/s/ Jean-Christophe Bédos
		Name: Jean-Christophe Bédos
		Title: President and Chief Executive Officer

Exhibit 4.53

LOGO

Lorenzo Rossi di Montelera

Président du conseil

Chairman of the Board

September 16, 2015

PERSONAL AND CONFIDENTIAL

Mr. Jean-Christophe Bédos

32, Chemin Anwoth

Westmount, Québec

H3Y 2E7

Dear Jean-Christophe,

Re: Amendment to Employment Agreement

We refer you to your Employment Agreement entered into as of January 4, 2012 as amended (the “Employment Agreement”). We are pleased to inform you that as of October 1, 2015, your annual gross base salary of $700,000 as contained in section 2.1 of the Employment Agreement will be increased to $730,000.

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

GROUPE BIRKS INC. ● BIRKS GROUP INC.

1240 Square Phillips, Montréal (QC) CANADA H3B 3H4 ● T. +1.514.397. 2529 ● F. +1.514.397.2577 ● birksgroup.com

Exhibit 4.64

ASSET PURCHASE AGREEMENT

ENTERED INTO in the City of Montréal, Province of Québec, on July 29, 2015.


BETWEEN:		BIRKS GROUP INC., represented by Jean-Christophe Bédos, its President and Chief Executive Officer and Marco Pasteris, Vice-President Business Development & Support, duly authorized for the purposes hereof as they so declare;

		(hereinafter referred to as the “Seller” )

AND:		RIDEAU RECOGNITION SOLUTIONS INC., represented by Peter W. Hart, its Chief Executive Officer, and Jean-François Grou, its President and Chief Operating Officer, duly authorized for the purposes hereof as they so declare;

		(hereinafter referred to as the “Buyer” )

WHEREAS the Seller carries on a corporate sales business under the name “ Birks Business ” and/or “ Birks Corporate Sales ”;

WHEREAS the Seller wishes to sell certain assets, as described herein, to the Buyer in consideration of the payment of the Purchase Price and assumption of the Assumed Liabilities and Assumed Contracts (each as hereinafter defined) ;

WHEREAS the Buyer wishes to purchase those assets from the Seller;

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1.	DEFINITIONS

The following terms are used in this Agreement and, unless indicated to the contrary, apply to the Business and the Assets exclusively.

“ Actual Inventory Value ” – as defined in Section 2.8.

“ Agreement ” – this asset purchase agreement, as amended from time to time.

“ Approved Distributors ” – companies or other legal entities (such as partnerships, trusts, foundations and not-for-profit organisations) listed in Exhibit B hereto, as updated from time to time at the request of Buyer, subject to the prior written approval of Seller at its sole discretion, acting reasonably and to reflect the current list of active Approved Distributors.

“ Assets ” – as defined in Section 2.1.

“ Assumed Contracts ” – as defined in Section 2.1.

“ Assumed Liabilities ” – as defined in Section 2.4.

“ Baseline Inventory Value ” – as defined in Section 2.8.

“ Best Efforts ” – the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to achieve that result as expeditiously as reasonably possible, provided, however, that a Person required to use Best Efforts under this Agreement will not be thereby required to take actions that would result in a material adverse change for such Person or to dispose of or make any change to its business, expend any funds or incur any other burden.

“ Bill of Sale ” – as defined in Section 2.7(a)(i).

“ Breach ” – any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with, any covenant or obligation, in or of this Agreement or any other Contract, or any event which with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure.

“ Business ” – the Birks Corporate Sales business carried on by the Seller.

“ Business Day ” – any day other than (a) Saturday or Sunday or (b) any other day on which banks in Canada are permitted or required to be closed.

“ Buyer ” – as defined in the first paragraph of this Agreement.

“ Closing ” – the closing of the Contemplated Transactions.

“ Closing Date ” – the date of Closing, which shall be five (5) calendar days following the date of this Agreement (or if such day is not a Business Day, the next Business Day), or such other date agreed otherwise in writing by the Parties.

“ Consent ” – any approval, consent, ratification, waiver of consent or other authorization.

“ Contemplated Transactions ” – all of the transactions contemplated by this Agreement.

“ Contract ” – any agreement, contract or lease, (whether written or oral), legally binding and pertaining to, and used in a dedicated manner in, the Business.

“ Corporate Clients ” – clients who are companies or other legal entities such as partnerships, trusts, foundations and not-for-profit organisations, which acquire jewelry, watches, gifts and related accessories for their employees as part of a recognition program or for their gifting programs or for their sales channel partners’ employees incentive programs only, and exclude retail customers and the general public.

“ COSAR ” – the COSAR software platform solution provided by Summit-Tech Multimedia Communications Inc. and currently used by Seller to operate the Business.

“ Damages ” – as defined in Section 10.2.

“ Employee Plans ” – as defined in Section 3.11.

“ Encumbrance ” – any hypothec, charge, prior claim, lien, option, pledge, security interest, mortgage, right of first option, right of first refusal or similar restriction or other claim, including any restriction on use, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other attribute of ownership, of any nature or type whatsoever.

“ Excluded Assets ” – as defined in Section 2.2.

“ GAAP ” – generally accepted accounting principles for financial reporting in the United States of America, applied on a basis consistent with the basis on which the balance sheet and the other financial statements referred to in Section 3.3 were previously prepared.

“ Governing Documents ” – with respect to a corporation, (a) the articles or certificate of incorporation and the bylaws; and (b) any amendment or supplement to any of the foregoing.

“ Governmental Authorization ” – any Consent, license, registration or permit issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement.

“ Governmental Body ” – any:

(a)	nation, province, state, county, city, town, borough, village, district or other jurisdiction;

(b)	federal, provincial, state, local, municipal, foreign or other government;

(c)	governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental powers);

(d)	multinational organization or body;

(e)	body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or

(f)	official of any of the foregoing.

“ Hired Active Employees ” as defined in Section 9.1.

“ Indemnifying Person ” – as defined in Section 10.6.

“ Inventory ” – all finished goods inventory of Seller dedicated to or reserved for the Business, wherever located.

“ Joint Inventory Review ”– as defined in Section 2.8.

“ Knowledge ” – in respect of Seller, the actual knowledge of Marco Pasteris, Carlo Coda-Nunziante and Hélène Messier and in respect of Buyer the actual knowledge of Peter W. Hart and Jean-François Grou, provided that in each case an individual will be deemed to have knowledge of a particular fact or other matter if:

(a)	that individual is actually aware of that fact or matter; or

(b)	a prudent individual holding such officer position could be or should be expected to know of that fact or matter in the course of holding such officer position.

“ Lease ” – any immovable or other lease or rental agreement, license, right to use or installment and conditional sale agreement to which Seller is a party in respect of the Assets or Business.

“ Legal Requirement ” – any applicable federal, provincial, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty.

“ Liability ” – with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.

“ Licence Agreement ” –the Licence Agreement, in the form and content provided for in Exhibit A hereto, to be entered into by and between the Buyer and Seller at Closing.

“ LOI ” – the letter of intent signed by the Parties, dated March 5, 2015 and counter–signed on March 9, 2015.

“ Material Adverse Effect ” means any change, effect, event, fact, development, circumstance or condition having a material adverse effect on the Business taken as a whole, provided however that changes, effects, events, facts, developments, circumstances or conditions relating to the following shall not be deemed to constitute a Material Adverse Effect: (a) changes in economic or political conditions or the financing, banking, currency or capital markets in general;(b) changes in Legal Requirements not published at the date of this Agreement or interpretations thereof or changes in GAAP not published at the date of this Agreement; (c) changes generally affecting industries, markets or geographical areas in which the Business is conducted; (d) the failure of the Seller (after seeking consent from, and being denied consent by, the Buyer) to take any action restricted or prohibited under Section 5.1, which, if taken by the Seller, would have prevented or mitigated any resulting material adverse effect on the Business or the Assets, taken as a whole, or the Seller; (e) any force majeure, whether or not occurring or commenced before or after the date of this Agreement; or (f) seasonal changes in the results of operations of the Business; provided however that , such changes, effects, events, facts, developments, circumstances or conditions described in clauses (a), (b) and (c), may be taken into account only to the extent they disproportionately affect the Business as compared to other businesses in the industries in which the Business operates. For the avoidance of doubt, a “Material Adverse Effect” will be measured only against past performance of the Business, and not against any forward-looking statements, projections or forecasts of the Business (or any other Person).

“ Material Consents ” – as defined in Section 6.3.

“ Material Interest ” – an interest, which based on its significance in the circumstances would be considered to be important by an unrelated party having no interest therein.

“ Nonmaterial Consents ” – as defined in Section 2.9.

“ Order ” – any binding order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator.

“ Ordinary Course of Business ” – an action taken by a Person will be deemed to have been taken in the Ordinary Course of Business only if that action:

(a)	is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal, day-to-day operations of such Person;

(b)	does not require authorization by the board of directors or shareholders of such Person (or by any Person or group of Persons exercising similar authority) and does not require any other separate or special authorization of any nature; and

(c)	is similar in nature, scope and magnitude to actions customarily taken, without any separate or special authorization, in the ordinary course of the normal, day-to-day operations of other Persons that are in the same line of business as such Person.

“ Parties ” – Buyer and Seller, and “ Party ” means either Seller or Buyer depending on the context.

“ Permitted Encumbrances ” – as defined in Section 3.6.

“ Person ” – an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture or other entity or a Governmental Body.

“ Proceeding ” – any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

“ PRO FORMA EBITDA ” –Actual EBITDA (earnings before interest, taxes, depreciation and amortization), adjusted to include royalties defined in the Licence Agreement and discounts from Seller’s suggested retail price as defined in the Supply Agreement.

“ Purchase Price ” – as defined in Section 2.3.

“ Record ” or “ Records ” – information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

“ Related Person ”-

With respect to a particular individual:

(a)	each other member of such individual’s Family;

(b)	any Person that is directly or indirectly controlled by any one or more members of such individual’s Family;

(c)	any Person in which members of such individual’s Family hold (individually or in the aggregate) a Material Interest; and

(d)	any Person with respect to which one or more members of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity).

With respect to a specified Person other than an individual:

(a)	any Person that directly or indirectly controls, is directly or indirectly controlled by or is directly or indirectly under common control with such specified Person;

(b)	any Person that holds a Material Interest in such specified Person;

(c)	each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity);

(d)	any Person in which such specified Person holds a Material Interest; and

(e)	any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity).

For purposes of this definition, (a) “ control ” (including “ controlling ”, “ controlled by ” and “ under common control with ”) Means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and shall be construed as such term is used in the rules promulgated under the Securities Act (Québec); (b) the “ Family ” of an individual includes (i) the individual, (ii) the individual’s spouse, (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree and (iv) any other natural person who resides with such individual; and (c) “ Material Interest ” means direct or indirect beneficial ownership of voting securities or other voting interests representing at least ten percent (10%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least ten percent (10%) of the outstanding equity securities or equity interests in a Person.

“ Representative ” – with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor, accountant, financial advisor, legal counsel or other representative of that Person.

“ Restricted Material Contracts ” as defined in Section 2.9.

“ Secured Creditor Confirmation Letters ” – letters from Bank of America, N.A., Crystal Financial LLC, Damiani International B.V., Damiani S.p.A., Damiani USA, Corp. and Investissement Quebec, substantially in the form and content as attached in Exhibit A.

“ Seller ” – as defined in the first paragraph of this Agreement.

“ Seller Contract ” – any Contract (a) under which Seller has or may acquire any rights or benefits; (b) under which Seller has or may become subject to any obligation or liability; or (c) By which Seller or any of the assets owned or used by Seller is or may become bound.

“ Software ” – all computer software and subsequent versions thereof, including source code, object, executable or binary code, objects, comments, screens, user interfaces, report formats, templates, menus, buttons and icons and all files, data, materials, manuals, design notes and other items and documentation related thereto or associated therewith.

“ Summit Confirmation Letter ” – a consent letter from Summit-Tech Multimedia Communications Inc. to Buyer and Seller confirming that Buyer will be extended the same terms and conditions of use of COSAR, substantially in the form and content as attached in Exhibit A.

“ Supply Agreement ” – the Supply Agreement, in the form and content provided for in Exhibit A hereto, to be entered into by and between the Buyer and Seller at Closing, as thereafter amended from time to time.

“ Tangible Personal Property ” – as defined in Section 2.1(b).

“ Tax ” – any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental, windfall profit, customs, vehicle, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative, add-on minimum and other tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under the authority of any Governmental Body or payable under any tax-sharing agreement or any other Contract.

“ Tax Act ”– the Income Tax Act (Canada) and, as applicable, the Quebec Taxation Act.

“ Tax Return ” – any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

“ Third party ” – a Person that is not a party to this Agreement.

“ Third-Party Claim ” – any claim against any Indemnified Person by a Third Party, whether or not involving a Proceeding.

“ Transition Agreement ” – the Transition Agreement, in the form and content provided for in Exhibit A hereto, to be entered into by and between the Buyer and Seller at Closing, as thereafter amended from time to time.

“ Website Agreement ” – the Website License Agreement, in the form and content provided for in Exhibit A hereto, to be entered into by and between the Buyer and Seller at Closing.

ARTICLE II

SALE OF ASSETS

2.1

SALE OF ASSETS

Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in the following assets pertaining to, and used in a dedicated manner in, the Business (but excluding for greater certainty the Excluded Assets) (collectively the “ Assets ”):

(a)	All Seller Contracts (including, service, support and subscription agreements) pertaining to the Business and all the rights of the Seller regarding the COSAR (hereinafter collectively referred to as the “Assumed Contracts ’’);

(b)	All Inventory and product brochures for products described in the Supply Agreement (the “Tangible Personal Property ”) owned by the Seller or any of its affiliates;

(c)

All files and documents, including without limitation, lists of clients and suppliers, credit information, cost and pricing information, business reports, plans and projections and all other correspondence and information, in any format and media whatsoever, directly pertaining to and used in a dedicated manner in, the Business or the Tangible Personal Property;

(d)	Any goodwill directly pertaining to and used in a dedicated manner in, the Business;

(e)	Employment contract with each of the Hired Active Employees.

Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4.

2.2

EXCLUDED ASSETS

Notwithstanding anything to the contrary contained elsewhere in this Agreement, the following assets of Seller (collectively, the “ Excluded Assets ”) are not part of the sale and purchase contemplated hereunder and excluded from the Assets:

(a)	Any and all intellectual property of the Seller whether or not pertaining to, or used in, the Business (provided that any intellectual property owned by the Seller required to conduct the Business will be subject to the Licence Agreement);

(b)	Any accounts receivable, whether or not pertaining to or used in the Business, as well as any revenues, claims or credits relating to the period prior to the Closing;

(c)	Any cash or cash equivalent, on hand or in bank accounts, whether or not pertaining to or used in the Business;

(d)	Any IT systems not exclusively used in the Business;

(e)	Any permits and licenses not exclusively used in the Business;

(f)	Any real estate property or leases;

(g)	Any corporate records or minute books;

(h)	Any financial and tax records; and

(i)	Any asset which is not dedicated to the Business.

2.3

PURCHASE PRICE

In addition to the assumption of the Assumed Liabilities, the purchase price consideration to be paid by the Buyer to the Seller (the “ Purchase Price ”) shall be equal to Five Million Six Hundred Twenty-Five Thousand Dollars ($5,625,000) . The Purchase Price, together with applicable sales, excise or similar taxes, shall be paid by wire transfer to the Seller entirely at Closing.

2.4

ASSUMED LIABILITIES

The Buyer shall assume those liabilities disclosed by the Seller and set out in Schedule 2.4 hereto, which are related to the Business (“ Assumed Liabilities ”). The Buyer shall assume no other liabilities of the Seller whatsoever, whether accrued, absolute, contingent or otherwise.

2.5

ALLOCATION

The Purchase Price shall be allocated in accordance with Schedule 2.5. After the Closing, the parties shall make consistent use of the allocation, fair market value and useful lives specified in Schedule 2.5 for all Tax purposes and in all filings, declarations and reports with the competent Tax authorities. In any Proceeding related to the determination of any Tax, neither Buyer nor Seller shall contend or represent that such allocation is not a correct allocation.

2.6

CLOSING

The purchase and sale provided for in this Agreement (the “ Closing ”) will take place at the offices of Buyer’s counsel in Montréal, at 10AM on the Closing Date, unless Buyer and Seller otherwise agree. Subject to the provisions of Article VIII, failure to consummate the purchase and sale provided for in this Agreement on the date and time and at the place determined pursuant to this Section 2.6 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. In such a situation, the Closing will occur as soon as practicable, subject to Article 8.1.

2.7

CLOSING OBLIGATIONS

In addition to any other documents to be delivered or other actions to be taken under other provisions of this Agreement, the obligations of the parties to this Agreement to complete the transactions described herein shall be subject to the respective Seller and Buyer satisfying their respective conditions precedent at the Closing:

(a)	As conditions, precedent to the obligations of the Buyer, the Seller shall deliver to Buyer:

(i)

a bill of sale for all the Assets that are Tangible Personal Property in the form of Schedule 2.7(a)(i) (the “Bill of Sale”) executed by Seller;

(ii)

the Licence Agreement, executed by the Seller;

(iii)

the Supply Agreement, executed by the Seller;

(iv)

the Transition Agreement, executed by the Seller;

(v)

the Website Agreement, executed by the Seller;

(vi)

the Summit Confirmation Letter, executed by Summit-Tech Multimedia Communications Inc.;

(vii)

an intellectual property assignment, executed by Seller, in respect of ownership rights it may hold in COSAR, if any, in the form attached hereto in Exhibit A;

(viii)

the Secured Creditor Confirmation Letters;

(ix)

a bringdown certificate executed by Seller as to the accuracy of its representations and warranties pursuant to Section III hereunder as of the Closing (subject to Ordinary Course of Business);

(x)

certificates of Attestation and Good Standing in respect of Seller issued by the competent Governmental Body; and

(xi)

a certificate of an Officer of Seller certifying and attaching all requisite resolutions or actions of Seller’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other agreement relating to the Contemplated Transactions;

(b)	As conditions precedent to the obligations of the Seller, Buyer shall deliver to Seller, as the case may be:

(i)

the Licence Agreement, executed by Buyer;

(ii)

the Supply Agreement, executed by Buyer;

(iii)

the Transition Agreement, executed by Buyer;

(iv)

the Website Agreement, executed by Buyer;

(v)

a bringdown certificate executed by Buyer as to the accuracy of its representations and warranties in Section IV of this Agreement as of the Closing;

(vi)

certificates of Attestation and Good Standing in respect of Buyer issued by the competent Governmental Body; and

(vii)

a certificate of the Secretary of Buyer certifying and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions.

2.8

PURCHASE PRICE ADJUSTMENTS

(a)	The parties agree that the Purchase Price shall be adjusted as follows:

(i)

On the Closing Date (or such other date on or about Closing as reasonably agreed to by the Parties), the Parties will conduct a joint physical review of the Inventory in accordance with the methodology set forth in Schedule 2.8 (“Joint Inventory Review ”):

If the Joint Inventory Review reveals that actual Inventory value (“Actual Inventory Value ”) is greater than the baseline value of Inventory set forth in Schedule 2.8 (“Baseline Inventory Value ”), the Purchase Price shall be increased, on a dollar for dollar basis, by an amount equal to the difference between the Actual Inventory Value and the Baseline Inventory Value.

If the Joint Inventory Review reveals that the Actual Inventory Value is lesser than the Baseline Inventory Value, the Purchase Price shall be reduced, on a dollar for dollar basis, by an amount equal to the difference between the Baseline Inventory Value and the Actual Inventory Value.

(ii)

The Purchase Price shall be reduced by an amount equal to the Hired Active Employees’ accrued vacation amount owing by Seller as at Closing and which shall be assumed by Buyer as at Closing.

(b)	The Parties shall settle and the Party which owes the other Party shall pay the other as soon as reasonably possible following the Closing and in any event no later than Ten (10) Business Days following the Closing Date.

(c)

Except as provided in this Section 2.8, Section 9.1 and Article X, there will be no other Purchase Price adjustment, including inter alia based on findings in the due diligence, based on Schedule 3 of the LOI or any other provision thereof or based on discussions with Business clients or suppliers.

2.9

CONSENTS

(a)

Seller shall use Best Efforts to obtain on or about the Closing the Material Consents from the co-contractant for the assignment of the relevant Assumed Contract from Seller to Buyer in the context of the Contemplated Transactions. If there are any Material Consents that have not yet been obtained (or otherwise are not in full force and effect) as of the Closing, in the case of each Assumed Contract as to which such Material Consents were not obtained (or otherwise are not in full force and effect) (the “Restricted Material Contracts ”), Buyer may waive the closing conditions as to any such Material Consent and Seller shall continue its efforts to obtain the Material Consents.

If Closing occurs, notwithstanding Sections 2.1 and 2.4, neither this Agreement nor any other document related to the consummation of the Contemplated Transactions shall constitute a sale, assignment, assumption, transfer, conveyance or delivery or an attempted sale, assignment, assumption, transfer, conveyance or delivery of the corresponding Restricted Material Contract, and following the Closing, the parties shall use Best Efforts, and cooperate with each other, to obtain the Material Consent relating to each such Restricted Material Contract as quickly as practicable. Pending the

obtaining of such Material Consents relating to any Restricted Material Contract, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the Restricted Material Contract for its term (or any right or benefit arising thereunder, including the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder). Once a Material Consent for the sale, assignment, assumption, transfer, conveyance and delivery of a Restricted Material Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Restricted Material Contract to Buyer, and Buyer shall assume the obligations under such Restricted Material Contract assigned to Buyer from and after the date of assignment to Buyer pursuant to a special-purpose assignment and assumption agreement (which special-purpose agreement the parties shall prepare, execute and deliver in good faith at the time of such transfer, all at no additional cost to Buyer).

(b)

For those Consents not listed on Schedule 6.3 and necessary for the assignment and transfer of any Assumed Contracts to Buyer (the “Nonmaterial Consents ”), the parties shall following the Closing, use Best Efforts, and cooperate with each other, to obtain the Nonmaterial Consents as quickly as practicable. Pending the obtaining of such Nonmaterial Consents, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to Buyer the benefits of use of the specific underlying Assumed Contract for its term (or any right or benefit arising thereunder, including the enforcement for the benefit of Buyer of any and all rights of Seller against a third party thereunder). Once a Nonmaterial Consent for the sale, assignment, assumption, transfer, conveyance and delivery of an Assumed Contract is obtained, Seller shall promptly assign, transfer, convey and deliver such Nonmaterial Contract to Buyer, and Buyer shall assume the obligations under such Assumed Contract assigned to Buyer from and after the date of assignment to Buyer.

2.10

DUE DILIGENCE

Further to the LOI, Buyer has delivered to Seller a Due Diligence Notice dated June 26, 2015 whereby Buyer confirmed having completed its Due Diligence (as defined in the LOI), subject to review of Highly Sensitive Information (as defined in the LOI) and discussions with employees, suppliers and customers including consents on transfer of Assumed Contracts. Prior to the execution and delivery of this Agreement, Buyer has completed its due diligence on the Highly Sensitive Information. Buyer declares itself satisfied with all due diligence results up to the date of this Agreement and acknowledges that is has no further right to due diligence in connection with the Contemplated Transactions, except (i) in respect of any material information which would have been inaccurate or incomplete when provided by Seller to Buyer; (ii) Buyer’s communications with key clients of the Business pertaining to the Material Consents (and which will only be allowed once Buyer has confirmed in writing to Seller the execution of definitive agreements by Buyer for its financing of the Contemplated Transactions); and (iii) the whole without prejudice to the Buyer’s rights of indemnification pursuant to Article X hereunder.

ARTICLE III

SELLER REPRESENTATIONS AND WARRANTIES

The Seller represents and warrants to the Buyer that:

3.1

ORGANIZATION AND GOOD STANDING

Seller is a corporation duly organized, validly existing and in good standing under the laws of Canada, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use in the Business, and to perform all its obligations under the Assumed Contracts;

3.2

ENFORCEABILITY; AUTHORITY; NON-CONFLICT

(a)

This Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Upon the execution and delivery by Seller of the COSAR intellectual property assignment, the BPR Agreement, the Supply Agreement, the Licence Agreement, the Transition Agreement and each other agreement to be executed or delivered by Seller at the Closing (collectively, the “ Seller’s Closing Documents ”), each of Seller’s Closing Documents will constitute a legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller’s Closing Documents, and such action has been duly authorized by all necessary action by Seller’s directors.

(b)	Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):

(i)

Breach (a) any provision of any of the Governing Documents of Seller or (b) any resolution adopted by the board of directors or the shareholders of Seller;

(ii)

Violate any Legal Requirement applicable to Seller or give any Governmental Body or other Person having authority or a right against Seller, the right to prohibit or restrict any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, or any of the Assets, may be subject;

(iii)

Contravene, conflict with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body having authority over Seller the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by Seller and pertains to the Business or that otherwise relates to the Assets;

(iv)

Save and except for those Taxes which are to be paid by Buyer to Seller with the Purchase Price, cause Buyer to become subject to, or to become liable for the payment of, any Tax;

(v)

Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Assumed Contract;

(vi)

Result in the imposition or creation of any Encumbrance (other than Permitted Encumbrances) upon or with respect to any of the Assets; or

(vii)

Result in any shareholder of the Seller having the right to exercise dissenters’ appraisal rights.

3.3

PRO FORMA EBITDA

(a)	The PRO FORMA EBITDA of the Business as at for the twelve (12) months ended March 28, 2015 is not less than $1,243,000.

(b)

Schedule 3.3(b) is a pro forma income statement for the Business as at March 28, 2015, and attached thereto is a detailed calculation of such earnings which fairly represent the financial condition of the Business and the results of its operations as at the above date in accordance with GAAP, based upon properly prepared and maintained accounting Records.

3.4

OPERATION OF THE BUSINESS

From the date of the LOI, Seller:

(a)

Has operated in the Ordinary Course of Business to preserve the Business’ current business organization, keep available the services of its officers, employees and agents and maintain its relations and goodwill with the Business’ suppliers, customers, landlords, creditors, employees, agents and others having a significant business relationships with it and preserve all of Seller’s material rights relating to the Business;

(b)	Did not implement operational decisions which would reasonably be expected to have a Material Adverse Effect on the Business.

3.5

BOOKS AND RECORDS

The books of account and other financial Records of Seller pertaining to the Business, all of which have been made available to Buyer, are complete and correct and represent actual, bona fide transactions and have been maintained in accordance with sound business practices including the maintenance of an adequate system of internal controls, except where the failure to do any of the foregoing would not have a Material Adverse Effect on the Assets or Business.

3.6

TITLE TO ASSETS; ENCUMBRANCES

Seller owns good and transferable title to all of the Assets, free and clear of any Encumbrances other than permitted encumbrances described in Schedule 3.6 (the “ Permitted Encumbrances ”) and those Encumbrances described in Schedule 3.6 which shall be subject to a Secured Creditor Confirmation Letter from the relevant secured creditor delivered at Closing. At Closing, Seller will warrant to Buyer that subject to the foregoing all Assets shall be free and clear of all Encumbrances other than Permitted Encumbrances.

3.7

INVENTORY

All items included in the Inventory consist of a quality and quantity usable and saleable in the Ordinary Course of Business of Seller except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value in the accounting Records of Seller as of the Closing Date. Seller is not transferring to Buyer any inventory not owned by Seller, including goods already sold. All of the Inventory has been valued in accordance with GAAP. Inventory now on hand was purchased in the Ordinary Course of Business of Seller at a cost not exceeding market prices prevailing at the time of purchase. The quantities of each item of Inventory are reasonable based on past practice.

3.8

NO UNDISCLOSED LIABILITIES

Except as set forth in Schedule 3.8, there is no Liability affecting the Business or the Assets except for Liabilities incurred in the Ordinary Course of Business of Seller.

3.9

TAXES

Except where failure to be so would not have a Material Adverse Effect on the Assets or Business: a) Seller has filed or caused to be filed on a timely basis all Tax Returns and all reports with respect to Taxes that are or were required to be filed pursuant to applicable Legal Requirements; b) All Tax Returns and reports filed by Seller are true, correct and complete; and c) Seller has paid, or made provision for the payment of, all Taxes that have or may have become due for all periods covered by the Tax Returns or otherwise, or pursuant to any assessment received by Seller, except such Taxes, if any, as are listed in Schedule 3.9 and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided.

3.10

NO MATERIAL ADVERSE CHANGE

Since March 28, 2015, no event has occurred, or circumstance exists, that results in a Material Adverse Effect.

3.11

EMPLOYEE BENEFITS

Schedule 3.11 lists any plan, program, arrangement, agreement or commitment which is an employment, consulting, non-competition or deferred compensation agreement (or letter agreement), or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, stock option, stock purchase, stock appreciation rights, severance pay, life, health, disability or accident insurance plan, corporate-owned or key-man life insurance or other employee benefit that the Seller maintains or to which the Seller contributes or has any obligation to contribute in respect of Hired Active Employees (each an “ Employee Plan ”).

3.12

COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL AUTHORIZATIONS

Except as set forth in Schedule 3.12 and any event or occurrence which would not have a Material Adverse Effect on the Assets or Business:

(i)

Seller is, and at all times since April 1, 2013, has been, in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of the Business or the ownership or use of any of the Assets;

(ii)

no event has occurred or circumstance exists that (with or without notice or lapse of time) (a) May constitute or result in a violation by Seller of, or a failure on the part of Seller to comply with, any applicable Legal Requirement that is or was applicable to it or to the conduct or operation of the Business or the ownership or use of any of the Assets or (b) May give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature relating to the Business; and

(iii)

Seller has not received, at any time since April 1, 2013, any written notice from any Governmental Body or any other Person regarding (a) any actual, alleged, possible or potential violation of, or failure to comply with, any applicable Legal Requirement that is or was applicable to it or to the conduct or operation of the Business or the ownership or use of any of the Assets or (b) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature relating to the Business.

3.13

LEGAL PROCEEDINGS; ORDERS

(a)	Except as set forth in Schedule 3.13 and any event or occurrence which would not have a Material Adverse Effect on the Assets or Business, there is no pending or, to Seller’s Knowledge, threatened Proceeding:

(i)

by or against Seller or that otherwise relates to or may affect the Business, or any of the Assets; or

(ii)

that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions.

To the Knowledge of Seller, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding. Seller has delivered to Buyer copies of all pleadings, correspondence and other documents relating to each Proceeding listed in Schedule 3.13. There are no Proceedings listed or required to be listed in Schedule 3.13 that could have a Material Adverse Effect on the Business, or upon the Assets.

(b)	Except as set forth in Schedule 3.13 and any event or occurrence which would not have a Material Adverse Effect on the Assets or Business:

(i)

there is no Order to which Seller and the Business or any of the Assets is subject; and

(ii)

to the Knowledge of Seller, no Hired Active Employee is subject to any Order or Legal Requirement that prohibits such Hired Active Employee from engaging in or continuing any conduct, activity or practice relating to the Business.

(c)	Except as set forth in Schedule 3.13 and any event or occurrence which would not have a Material Adverse Effect on the Assets or Business:

(i)

Seller is, and, at all times since April 1, 2013 has been in compliance with all of the terms and requirements of each Order to which it or any of the Assets is or has been subject;

(ii)

no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Seller or any of the Assets is subject; and

(iii)

Seller has not received, at any time since April 1, 2013 any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible violation of, or failure to comply with, any term or requirement of any Order to which Seller or any of the Assets is or has been subject.

3.14

ABSENCE OF CERTAIN CHANGES AND EVENTS

Except as set forth in Schedule 3.14 and any event or occurrence which would not have a Material Adverse Effect on the Assets or Business, since March 28, 2015, Seller has conducted the Business in the Ordinary Course of Business and there has not been any:

(a)	adoption of, amendment to or increase in the payments to or benefits under, any Employee Plan;

(b)	damage to or destruction or loss of any Asset, whether or not covered by insurance;

(c)

entry into, termination of or receipt of notice of termination of (i) any licence, distributorship, dealer, sales representative, joint venture, credit or similar Seller Contract affecting the Business, or (ii) any Seller Contract or transaction involving a total remaining commitment affecting the Business of more than Twenty-Five Thousand Dollars ($25,000);

(d)	sale (other than sales of Inventory in the Ordinary Course of Business), Lease or other disposition of any Asset or property of relating to the Business or the creation of any Encumbrance on any Asset;

(e)	cancellation or waiver by Seller of any claims or rights relating to the Business with a value in excess of Twenty Five Thousand Dollars ($25,000);

(f)

to the Seller’s Knowledge, indication by any Business customer generating for the Business in the 12-month period ending March 28, 2015 annual revenues in excess of Twenty Five Thousand Dollars ($25,000) or supplier providing during such period goods or services to the Business in excess of Twenty Five Thousand Dollars ($25,000), of an intention to discontinue or change the terms of its relationship with the Business;

(g)	material change in the accounting methods used by Seller in the Business; or

(h)	Seller Contract to do any of the foregoing.

3.15

CONTRACTS: NO DEFAULTS

(a)	Schedule 3.15 contains an accurate and complete list, and Seller has delivered to Buyer accurate and complete copies, of the Assumed Contracts.

(b)	Except as set forth in Schedule 3.15:

(i)

each Contract identified or required to be identified in Schedule 3.15 and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and to the Seller’s Knowledge is valid and enforceable in accordance with its terms;

(ii)

each Contract identified or required to be identified in Schedule 3.15 and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of a third party (other than for Material Consents and Non material Consents);

(c)	Except as set forth in Schedule 3.15, to the Seller’s Knowledge:

(i)

Seller is, and at all times since April 1, 2013, has been, in compliance with all applicable terms and requirements of each Contract which is being assumed by Buyer;

(ii)

each other Person that has or had any obligation or liability under any Assumed Contract which is being assigned to Buyer is, and at all times since April 1, 2013, has been, in compliance with all applicable terms and requirements of such Contract;

(iii)

no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a Breach of, or give Seller or other Person party to such Contract the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Assumed Contract that is being assigned to or assumed by Buyer;

(iv)

no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and

(v)

Seller has not given to or received from any other Person, at any time since April 1, 2013, any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Contract which is being assigned to or assumed by Buyer.

(d)

There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under Assumed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation;

(e)

Each Assumed Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the Ordinary Course of Business of Seller and has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

(f)

Except as provided for in Schedule 3.15, the Seller has, to its Knowledge, no reason to believe that the benefits of any relationship with any of its major customers or suppliers will not continue after the Closing Date in substantially the same manner as prior to the date of this Agreement, other than for any reason directly connected to the transactions contemplated herein, including the identity, credit and financial capacity of the Buyer. The Seller has delivered to the Buyer a true and complete list of key customers of the Business representing more than $150,000 in revenues for the Business for the 12-month period ended March 28, 2015. The Seller has no Knowledge of any facts which could reasonably be expected to result in the loss of any customers or sources of revenue of the Business which, in the aggregate, would be material to the Business.

(g)	Except as described in Schedule 3.15, to the Seller’s Knowledge:

(i)

the Seller has not given any guarantee or warranty relating to the Business in respect of the products sold or the services provided by it, except warranties made in the ordinary course of the Business, and except for warranties provided by Legal Requirement;

(ii)

since March 28, 2015, no claim has been made against the Seller relating to the Business for breach of warranty or contract, for negligence or for a price adjustment or other concession in respect of any defect or failure to perform or deliver any product, service or work which had an aggregate cost exceeding $5,000;

(iii)

with respect to any product sold or manufactured by the Seller relating to the Business, including goods in Inventory, there have been no defects or otherwise which could create or result in a liability for the Buyer. The Seller has no Knowledge of any ground on which any claim, demand, suit or proceeding in connection with any defects or otherwise which might be instituted against the Buyer in relation to the Business with any likelihood of success;

(iv)

the Seller is not subject to any Assumed Contract with any customer of the Business which could require the Seller to repurchase any products sold to such customer or to adjust any price or grant any refund, discount or other concession to such customer; and

(v)

the Seller is not required to provide any letters of credit, bonds or other financial security arrangements in connection with any transactions with its suppliers or customers of the Business.

3.16

INSURANCE

(a)	The Assets are insured and will remain insured until the Closing (or termination pursuant to Article VIII);

(b)	Except as set forth in Schedule 3.16;

(i)

all policies of insurance to which Seller is a party or that provide coverage to Seller:

are valid, outstanding and enforceable;

are issued by an insurer that is financially sound and reputable;

taken together, provide adequate insurance coverage for the Assets and the operations of the Business for all risks normally insured against by a Person carrying on the same as Seller; and

are sufficient for compliance with all Legal Requirements and Seller Contracts;

(ii)

Seller has not received (A) any refusal of coverage or any notice that a defense will be afforded with reservation of rights or (B) any notice of cancellation or any other indication that any policy of insurance is no longer in full force or effect or that the issuer of any policy of insurance is not willing or able to perform its obligations thereunder;

(iii)

Seller has paid all premiums due, and has otherwise performed all of its obligations, under each policy of insurance to which it is a party or that provides coverage to Seller; and

(iv)

Seller has given notice to the insurer of all claims that may be insured thereby in relation to the Business.

3.17

EMPLOYEES

In respect of the Hired Active Employees:

(a)	Schedule 3.17 contains a complete and accurate list of the following information for each Hired Active Employee , including each such employee on leave of absence: employee name; job title; date of hiring; location; current compensation paid or payable and any change in compensation since March 28,

2015; sick and vacation leave that is accrued but unused; and service credited for purposes of vesting and eligibility to participate under any Employee Plan, or any other employee or director benefit plan.

(b)

During the preceding three (3) years, (i) the Seller has complied with requirements of the Tax Act for the treatment of Hired Active Employees, including making all withholding from employee payroll and timely paid these amounts and the additional amounts required be paid by employers to the Tax authorities or other appropriate federal or provincial agency, and (ii) the Seller has not treated as independent contractors persons who are required to be treated as employees under the Tax Act and the related regulations and interpretations.

(c)

Except for any event or occurrence which would not have a Material Adverse Effect on the Assets or Business, Seller is in compliance with all applicable Canadian immigration laws pertaining to Hired Active Employees and has not been the subject of enforcement or other action by the Canadian Border Service Agency within the three-year period prior to the date of this Agreement in respect of Hired Active Employees.

(d)

Seller has thirty-three (33) Hired Active Employees and except for any event or occurrence which would not have a Material Adverse Effect on the Assets or Business, Seller has not violated the Labour Standards Act (Quebec), the Civil Code of Quebec or any similar provincial or local Legal Requirement in respect of its relationship with any of those employees. During the ninety (90) day period prior to the date of this Agreement, Seller has not terminated employees of the Business.

(e)	To the Knowledge of Seller, no Hired Active Employee is bound by any Contract that purports to limit the ability of such Hired Active Employee to engage in or continue or perform any conduct, activity, duties or practice relating to the Business with Buyer.

3.18

LABOR DISPUTES; COMPLIANCE

In respect of the Hired Active Employees:

(a)

Except for any event or occurrence which would not have a Material Adverse Effect on the Assets or Business: (i) the Seller has been and is now in compliance with all applicable Legal Requirements applicable to it respecting employment and employment practices, terms and conditions of employment, wages and hours and workplace health and safety at its facilities and work sites and in other work areas, and to its Knowledge, the Seller is not liable for any arrears of wages or penalties for failure to comply with any of the foregoing; and (ii) The Seller has not engaged in any unfair labor practice or discriminated on the basis of race, color, religion, sex, sexual orientation, national origin, age, disability or handicap in its employment conditions or practices.

(b)

Except as disclosed in Schedule 3.18, (i) Seller has not been, and is not now, a party to any collective bargaining agreement or other labor contract; (ii) since April 1, 2013, there has not been, there is not presently pending or existing, and to Seller’s Knowledge there is not threatened, any strike, slowdown, picketing, work stoppage or employee grievance process involving Seller and

the Business; (iii) to Seller’s Knowledge no event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute involving Seller and the Business; (iv) there is not pending or, to Seller’s Knowledge, threatened against or affecting Seller in relation to the Business, any Proceeding relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed with the Quebec Labour Relations Board or any comparable Governmental Body, and to the Seller’s Knowledge there is no organizational activity or other labor dispute against or affecting Seller; (v) no application or petition for an election of or for certification of a collective bargaining agent is pending in respect of Seller and the Business; (vi) no grievance or arbitration Proceeding exists that might have a Material Adverse Effect upon Seller or the conduct of the Business; (vii) there is no lockout of any employees by Seller, and no such action is contemplated by Seller; and (viii) to Seller’s Knowledge there has been no charge of discrimination filed against or threatened against Seller with any Governmental Body.

3.19

BROKERS OR FINDERS

Neither Seller nor any of its Representatives have incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with the sale of the Business, the Assets or the Contemplated Transactions; other than as disclosed by Seller to Buyer (namely PriceWaterhouseCoopers LLP), and for which Seller shall be liable to the complete exoneration of the Buyer.

3.20

SOLVENCY

Seller is not now insolvent (as defined in the Bankruptcy and Insolvency Act ) and will not be rendered insolvent by any of the Contemplated Transactions.

3.21

DISCLOSURE

(a)	No representation or warranty or other statement made by Seller in this Article 3 contains any untrue statement or omits to state a material fact necessary to make any of them, in light of the circumstances in which it was made, not misleading.

(b)

Seller does not have Knowledge of any fact that has specific application to Seller or the Business (other than general economic or industry conditions) that may have a Material Adverse Effect on the Assets, Business, their prospects, financial condition or results of operations that has not been set forth in this Agreement (or the Schedules).

3.22

RESIDENCY

The Seller is a resident of Canada for purposes of the Tax Act.

ARTICLE IV

BUYER’S REPRESENTATIONS AND WARRANTIES

4.1

ORGANIZATION AND GOOD STANDING

Buyer is a corporation duly organized, validly existing and in good standing under the laws of Canada, with full corporate power and authority to conduct its business as it is now conducted.

4.2

AUTHORITY; NO CONFLICT

(a)

This Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of the Website Agreement, the Supply Agreement, the Licence Agreement, the Transition Agreement and each other agreement to be executed or delivered by Buyer at Closing (collectively, the “Buyer’s Closing Documents ”), each of the Buyer’s Closing Documents will constitute a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its respective terms. Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Buyer’s Closing Documents and to perform its obligations under this Agreement and the Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action.

(b)	Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to:

(i)

any provision of Buyer’s Governing Documents;

(ii)

any resolution adopted by the board of directors or the shareholders of Buyer;

(iii)

any Legal Requirement or Order to which Buyer may be subject; or

(iv)

any Contract to which Buyer is a party or by which Buyer may be bound.

(c)	Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

4.3

CERTAIN PROCEEDINGS

There is no pending Proceeding that has been commenced against Buyer and that challenges, or may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions. To Buyer’s Knowledge, no such Proceeding has been threatened.

4.4

BROKERS OR FINDERS

Neither Buyer nor any of its Representatives have incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with the Contemplated Transactions.

4.5

SOLVENCY

Buyer is not now insolvent (as defined in the Bankruptcy and Insolvency Act ) and will not be rendered insolvent by any of the Contemplated Transactions.

4.6

DISCLOSURE

No representation or warranty or other statement made by Buyer in this Article 4 contains any untrue statement or omits to state a material fact necessary to make any of them, in light of the circumstances in which it was made, not misleading.

ARTICLE V

VARIOUS COVENANTS

5.1

OPERATION OF THE BUSINESS

From the date of this Agreement and until the earlier of Closing or termination of this Agreement for any cause whatsoever, Seller shall, in respect of the Business only (except with Buyer’s consent, not to be unreasonably withheld):

(a)	conduct the Business only in the Ordinary Course of Business;

(b)

except as otherwise directed by Buyer in writing, and without making any commitment on Buyer’s behalf, use its Best Efforts to preserve the Business’ current business organization, keep available the services of its officers, employees and agents and maintain its relations and goodwill with the Business’ suppliers, customers, creditors, employees, agents and others having a significant business relationships with it;

(c)	confer with Buyer prior to implementing operational decisions which would reasonably be expected to have a Material Adverse Effect on the Business;

(d)	otherwise report periodically to Buyer concerning the status of the Business, its operations and finances;

(e)	make no material changes in the Business’ management personnel without prior consultation with Buyer;

(f)	maintain the tangible Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of the Business;

(g)	keep in full force and effect all of Seller’s material rights relating to the Business;

(h)	comply with all Legal Requirements and contractual obligations applicable to the Seller’s operations of the Business;

(i)	continue in full force and effect the current insurance coverage or substantially equivalent policies relating to the Business;

(j)

not materially amend or modify, nor terminate any Employee Plan, without the express written consent of Buyer, and except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan other than that amount of cash to each Employee Plan necessary to fully fund all of the benefit liabilities of such Employee Plan on a plan-termination basis as of the Closing Date;

(k)	cooperate with Buyer and assist Buyer in identifying the Governmental Authorizations required by Buyer to operate the Business from and after the Closing Date;

(l)	continue to maintain books and Records of Seller relating to the Business;

(m)	not take any affirmative action, or fail to take any reasonable action, each within its control, as a result of which any of the changes or events listed in Sections 3.10 or 3.14 would be likely to occur;

(n)	not enter into any material amendments to any Assumed Contract or Governmental Authorization;

(o)	not allow the levels of the Inventory to vary materially from the levels customarily maintained;

(p)	not enter into any compromise or settlement of any litigation, proceeding or governmental investigation which would have a Material Adverse Effect on the Assets, the Business or the Assumed Liabilities.

5.2

REQUIRED APPROVALS

As promptly as practicable after the date of this Agreement, each Party shall make all filings required by Legal Requirements to be made by it, if any, in order to consummate the Contemplated Transactions. Each Party shall cooperate with the other with respect to all filings that the other elects to make or, pursuant to Legal Requirements, shall be required to make in connection with the Contemplated Transactions. As promptly as practicable after the date of this Agreement, each Party shall reasonably cooperate with the other Party in obtaining all Material Consents. As promptly as practicable after Closing, each Party shall reasonably cooperate with the other Party in obtaining all Nonmaterial Consents.

5.3

NOTIFICATION

From the date of this Agreement and until the earlier of Closing or termination of this Agreement for any cause whatsoever, each Party shall diligently notify the other in writing of any fact or condition that causes or constitutes a Breach of any of such Party’s representations and warranties made as of the date of this Agreement.

5.4

NO CONFUSION

Following Closing, each Party shall take all reasonable steps to avoid confusion between itself and the other Party which may result from the Contemplated Transactions.

5.5

PAYMENT OF LIABILITIES

Following Closing, Seller shall pay or otherwise satisfy all of its Liabilities and obligations pertaining to the Inventory.

ARTICLE VI

BUYER’S CONDITIONS PRECEDENT

The obligation of Buyer to complete the transactions described herein shall be subject to the Seller satisfying (in addition to delivery of documents required pursuant to Section 2.7(a) of this Agreement) the following conditions (as at or prior to) the Closing:

6.1

ACCURACY OF REPRESENTATIONS

All of Seller’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), shall be accurate in all material respects as of the date of this Agreement and time of Closing.

6.2

SELLER’S PERFORMANCE

All of the material covenants and obligations that Seller is required to perform or to comply with pursuant to this Agreement, and each of these covenants and obligations (considered individually), has been duly performed and complied with in all material respects.

6.3

CONSENTS

Each of the co-contractant’s Consent for the assignment of the Assumed Contracts identified in Schedule 6.3 (the “ Material Consents ”) shall have been obtained and shall be in full force and effect.

6.4

ADDITIONAL DOCUMENTS

Seller shall have caused the documents and instruments required by Section 2.7(a) to be delivered to Buyer.

6.5

NO INJUNCTION

There shall not be in effect any Legal Requirement or any Third Party injunction or other Order against Buyer or a Related Person of Buyer that (a) prohibits the consummation of the Contemplated Transactions by Buyer and (b) has been adopted or issued, or has otherwise become effective, since the date of this Agreement.

6.6

EXCLUSIONS

For greater certainty, the following do not constitute conditions precedent:

(a)	Buyer’s directors’ and shareholders’ or other corporate or lender approval for the Contemplated Transactions;

(b)	Buyer’s financing to consummate the Contemplated Transactions.

ARTICLE VII

SELLER’S CONDITIONS PRECEDENT

The obligation of Seller to complete the transactions described herein shall be subject to the Buyer satisfying (in addition to delivery of documents required pursuant to Section 2.7(b) of this Agreement) the following conditions (as at or prior to) the Closing:

7.1

ACCURACY OF REPRESENTATIONS

All of Buyer’s representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), shall be accurate in all material respects as of the date of this Agreement and the time of the Closing.

7.2

BUYER’S PERFORMANCE

All of the material covenants and obligations that Buyer is required to perform or to comply with pursuant to this Agreement as at the Closing (considered collectively), and each of these covenants and obligations (considered individually), shall have been performed and complied with in all material respects.

7.3

CONSENTS

Each of the Material Consents (except those which Buyer waives) shall have been obtained and shall be in full force and effect.

7.4

ADDITIONAL DOCUMENTS

Buyer shall have caused the documents and instruments required by Section 2.7(b) to be delivered to Seller.

7.5

NO INJUNCTION

There shall not be in effect any Legal Requirement or any Third Party injunction or other Order against Seller or a Related Person of Seller that (a) prohibits the consummation of the Contemplated Transactions by Seller and (b) has been adopted or issued, or has otherwise become effective, since the date of this Agreement.

ARTICLE VIII

TERMINATION

8.1

TERMINATION EVENTS

By notice given prior to or at the Closing, subject to Section 8.2, this Agreement may be terminated as follows:

(a)	by Buyer if a material Breach of any provision of this Agreement has been committed by Seller and such Breach has not been waived by Buyer;

(b)	by Seller if a material Breach of any provision of this Agreement has been committed by Buyer and such Breach has not been waived by Seller;

(c)

by Buyer if any condition precedent for the benefit of Buyer in Section 2.7(a) and in Article VI has not been satisfied as of the Closing Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement), and Buyer has not waived such condition on or before such date;

(d)

by Seller if any condition precedent for the benefit of Seller in Section 2.7(b) or in Article VII has not been satisfied as of the Closing Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of Seller to comply with its obligations under this Agreement), and Seller has not waived such condition on or before such date;

(e)	by Buyer if as a result of Buyer’s communications with key clients of the Business or otherwise, certain key clients have indicated their intention not to do business with Buyer as successor of Seller in the operation of the Business, in such a manner which would have a Material Adverse Effect;

(f)	by mutual consent of Buyer and Seller;

(g)	by Buyer if the Closing has not occurred within ten (10) days following the date of this Agreement or such later date as the parties may agree upon, unless the Buyer is in material Breach of this Agreement; or

(h)	by Seller if the Closing has not occurred within ten (10) days following the date of this Agreement or such later date as the parties may agree upon, unless the Seller is in material Breach of this Agreement.

8.2

EFFECT OF TERMINATION

Each party’s right of termination under Section 8.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of such right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 8.1, all obligations of the parties under this Agreement will terminate, except that the obligations of the parties in this Section 8.2 and Article XI and XII (except for those in Section 12.5) will survive, provided, however, that, if this Agreement is terminated because of a Breach of this Agreement by the non-terminating party or because one or more of the conditions to the terminating party’s obligations under this Agreement is not satisfied as a result of the party’s failure to comply with its obligations under this Agreement, the terminating party’s right to pursue all legal remedies will survive such termination unimpaired.

ARTICLE IX

POST-CLOSING COVENANTS

9.1

EMPLOYEES AND EMPLOYEE BENEFITS

(a)

Information on Active Employees . For the purpose of this Agreement, the term “ Hired Active Employees ” shall mean those thirty three (33) employees employed on the Closing Date by Seller for the Business, including employees on temporary leave of absence, including family medical leave, military leave, temporary disability or sick leave.

(b)

Employment of Hired Active Employees by Buyer . Buyer shall continue employment of each of the Hired Active Employees pursuant to Article 2097 of the Civil Code of Quebec and so notify each of them individually within three (3) Business Days following the Closing Date on at least equivalent salary, benefits and other conditions for each such Hired Active Employee.

(c)	Salaries and Benefits .

(i)

Seller shall be responsible for (a) the payment of all wages and other remuneration due to Hired Active Employees with respect to their services as employees of Seller through the close of business on the Closing Date, including pro rata quarterly bonus payments, if any; (b) and the provision of health plan continuation coverage in accordance with Legal Requirements prior to and through the close of business on the Closing Date; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees who’s employment was terminated prior to the Closing Date. For greater certainty, Buyer shall be responsible for all vacation pay earned prior to the Closing Date as such amounts shall have been considered in the Purchase Price adjustments pursuant to Section 2.8.

(ii)

Seller shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries through the Closing Date under the Employee Plans. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the charge are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed that entitles the employee to the benefit.

(iii)

Buyer shall be responsible for (a) the payment of all wages and other remuneration to Hired Active Employees with respect to their services as employees of Buyer following the Closing Date, including pro rata bonus payments and all vacation pay for periods which may have commenced prior to the Closing Date; (b) and the provision following the Closing Date of health plan continuation coverage in accordance with Legal Requirements; (c) all notices of termination or pay in lieu thereof, severance pay, damages for wrongful dismissal and any other employee entitlements, benefits or claims of whatever kind or nature for any Hired Active Employees i) who refuse to have their employment relationship transferred to Buyer after the Closing Date; or ii) whose employment is terminated after the Closing Date.

(iv)

Buyer shall be liable for any claims made or incurred by Hired Active Employees and their beneficiaries following the Closing Date under the existing or subsequent Employee Plans.

(d)	General Employee Provisions .

(i)

Seller and Buyer shall give any notices required by Legal Requirements and take whatever other actions with respect to the plans, programs and policies described in this Section 9.1 as may be necessary to carry out the arrangements described in this Section 9.1.

(ii)

If any of the arrangements described in this Section 9.1 are determined by any Governmental Body to be prohibited by law, Seller and Buyer shall modify such arrangements to as closely as possible reflect their

expressed intent and retain the allocation of economic benefits and burdens to the parties contemplated herein in a manner that is not prohibited by law.

(iii)

Without limiting Buyer’s obligations pursuant to 9.1(b), Buyer shall not have any responsibility, liability or obligation, whether to Hired Active Employees, former employees, their beneficiaries or to any other Person, with respect to those specific employee benefit plans or programs maintained by Seller.

9.2

TAXES RESULTING FROM SALE OF ASSETS BY SELLER

(a)	The Buyer shall be liable for and shall pay all excise and sales taxes properly payable upon and in connection with the sale of the Assets pursuant to this Agreement from the Seller to the Buyer.

(b)	Seller shall remit in a timely manner to the relevant Governmental Body all Taxes paid to it by Buyer at Closing and resulting from or payable in connection with the sale of the Assets pursuant to this Agreement, regardless of the Person on whom such Taxes are imposed by Legal Requirements.

(c)	The Seller’s GST number is 13498 1190 and its Quebec Sales Tax number is 1015428526.

9.3

PAYMENT OF RETAINED LIABILITIES

Following Closing, Seller shall pay or otherwise satisfy all of its Liabilities and obligations pertaining to the Inventory or Assets, if failure to make any payments could impair Buyer’s use or enjoyment of the Assets or conduct of the Business as previously conducted by Seller with the Assets.

9.4

REPORTS AND RETURNS

Seller shall promptly after the Closing prepare and file all reports and returns required by Legal Requirements relating to the Business as conducted using the Assets, to and including the Closing Date.

9.5

ASSISTANCE IN PROCEEDINGS

Each Party will cooperate with the other Party and its counsel in the contest or defense of, and make available its personnel and provide any testimony and access to its books and Records in connection with, any Proceeding involving or relating to (a) any Contemplated Transaction or (b) any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction on, before or after the Closing Date involving the Business.

9.6

CUSTOMER AND OTHER BUSINESS RELATIONSHIPS

For a reasonable period after the Closing Seller will reasonably cooperate with Buyer in its efforts to continue and maintain for the benefit of Buyer those business relationships of Seller existing prior to the Closing and relating to the Business to be operated by Buyer after the Closing, including relationships with

lessors, employees, regulatory authorities, licensors, customers, suppliers and others in a manner that is not detrimental to any of such relationships. Seller will refer to Buyer all inquiries relating to such Business.

9.7

RETENTION OF AND ACCESS TO RECORDS

After the Closing Date, Buyer shall retain for a period consistent with record-retention Legal Requirements those Records of Seller delivered to Buyer. Buyer also shall provide Seller and its accountants and attorneys reasonable and timely access thereto, during normal business hours and on at least three days’ prior written notice, to enable them to prepare financial statements or tax returns or deal with tax audits. After the Closing Date, Seller shall provide Buyer reasonable and timely access to Records that are Excluded Assets but directly relate to the Assets or Business (excluding any other data), during normal business hours and on at least three days’ prior written notice, for any reasonable business purpose specified by Buyer in such notice.

9.8

FURTHER ASSURANCES

Subject to the proviso in Section 6.1, the parties shall cooperate reasonably with each other in connection with any steps required to be taken as part of their respective obligations under this Agreement, and shall (a) furnish upon request to each other such further information; (b) execute and deliver to each other such other documents; and (c) do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the Contemplated Transactions.

9.9

NON COMPETITION AND NON SOLICITATION

(a)	For the purpose of this Section 9.9,

“ Direct Competition Restrictive Period ” means the period of five (5) years immediately following the Closing.

“ Indirect Competition Restrictive Period ” means a period of three (3) years immediately following the Closing.

“ Territory ” means Canada and the United States of America.

“ Seller Restrictive Covenants ” means the Seller’s restrictive covenants pursuant to paragraph b) of this Section 9.9 below.

(b)	As an inducement for Buyer to enter into this Agreement and subject to the conditions below:

During the Direct Competition Restrictive Period, the Seller will not,

in the Territory, sell Seller’s products to Corporate Clients or Approved Distributors or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of any Person engaged in or known as of the date hereof or who shall become known to the Seller during the Direct Competition Restrictive Period to be planning to engage in the sale of Seller’s products to Corporate Clients and Approved Distributors;

solicit for employment any Hired Active Employee, provided that in all cases the posting of a position does not constitute solicitation; and

disparage Buyer, the Assets or the Business as conducted by Buyer.

ii)

During the Indirect Competition Restrictive Period, the Seller will not, in the Territory, enter into a distribution or reseller contract or arrangement with a third party authorizing such third party to resell or distribute Seller’s products in the Territory in competition with the Business.

The Seller agrees that the covenants in this paragraph b) are reasonable with respect to their duration, geographical area and scope.

(c)

Notwithstanding the foregoing, nothing in paragraph 9.9 b) above shall prevent Seller from selling, or restrict Seller’s ability to sell, products to any person that purchases from Seller’s retail stores or websites open to the general public, provided that such purchases are occasional and not managed on a wide scale. For greater clarity, nothing herein shall be interpreted to prevent Seller from selling to entities that re-sell directly or indirectly to retail consumers (such as through retailers, franchisees, wholesale distributors, or others).

(d)

The parties agree that any violation of paragraph 9.9 b) will cause such damage to Buyer, which in addition to any damages that may be claimed, would be irreparable and the exact amount thereof would be impossible to ascertain and, for that reason, Seller agrees that Buyer shall have the right to seek an injunction and other specific performance measures to be issued by any competent Court, and in such event, the Buyer shall not be required to deposit or post any security for costs.

(e)	For greater certainty, the Parties agree that no portion of the Purchase Price shall be allocated to the Seller Restrictive Covenants.

ARTICLE X

SURVIVAL AND INDEMNIFICATION

10.1

SURVIVAL

All representations, warranties, covenants and obligations in this Agreement, the certificates delivered pursuant to Section 2.7 and any other certificate or document delivered pursuant to this Agreement shall survive the Closing and the consummation of the Contemplated Transactions for a period of twelve (12) months, subject to Section 10.7. The right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants and obligations shall not be affected by any investigation conducted at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or

compliance with any such representation, warranty, covenant or obligation. Unless agreed otherwise in writing between Buyer and Seller at Closing, the waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will constitute a valid waiver of the right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants and obligations.

10.2

INDEMNIFICATION BY SELLER

Seller will indemnify and hold harmless Buyer for any damage or expense (including costs of investigation and defense and reasonable attorneys’ fees and expenses) or diminution of value, whether or not involving a Third-Party Claim (collectively, “ Damages ”), arising from:

(a)

any Breach of any representation or warranty made by Seller in (i) this Agreement, or (ii) the bringdown certificate delivered by Seller pursuant to Section 2.7(a) (for this purpose, including the Schedules attached to each such certificate will be deemed to have stated that Seller’s representations and warranties in this Agreement fulfill the requirements of Section 6.1 as of the Closing Date as if made on the Closing Date unless the certificate expressly states that the matters disclosed in a supplement have caused a condition specified in Section 6.1 not to be satisfied);

(b)	any Breach of any covenant or obligation of Seller in this Agreement;

(c)	any Liability arising out of the ownership or operation of the Assets prior to the Closing Date, other than the Assumed Liabilities;

(d)	any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with Seller (or any Person acting on its behalf) in connection with any of the Contemplated Transactions;

(e)	any product or component thereof manufactured by or shipped, or any services provided by, Seller in respect of the Business prior to the Closing Date;

(f)	any Liabilities of Seller which are not Assumed Liabilities.

10.3

INDEMNIFICATION BY BUYER

Buyer will indemnify and hold harmless Seller for any Damages arising from:

(a)	any Breach of any representation or warranty made by Buyer in this Agreement or the bringdown certificate delivered by Buyer pursuant to Section 2.7(b) ;

(b)	any Breach of any covenant or obligation of Buyer in this Agreement, including without limitation in respect of Hired Active Employees, as described in Section 9.1;

(c)	any Liability arising out of the ownership or operation of the Assets or Business on or after the Closing Date;

(d)	any brokerage or finder’s fees or commissions or similar payments based upon

any agreement or understanding made, or alleged to have been made, by any Person with Buyer (or any Person acting on its behalf) in connection with any of the Contemplated Transactions;

(e)	any product or component thereof manufactured by or shipped, or any services provided by, Buyer in respect of the Business on or after the Closing Date; or

(f)	any Assumed Liabilities.

10.4

NOTICE OF CLAIM

The notice of a claim will not constitute an election of remedies or limit the claiming party in any manner in the enforcement of any other remedies that may be available to it hereunder.

10.5

THIRD-PARTY CLAIMS

(a)

Promptly after receipt by the Party entitled to indemnity under Section 10.2 or 10.3 (an “ Indemnified Person ”) of notice of the assertion of a Third-Party Claim against it, such Indemnified Person shall give written notice to the Person obligated to indemnify under such Section (an “ Indemnifying Person ”) of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Person will not relieve the Indemnifying Person of any liability that it may have to any Indemnified Person, except to the extent that the Indemnifying Person demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person’s failure to give, or undue delay in giving, such written notice.

(b)

If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 10.5(a) of the assertion of a Third-Party Claim, the Indemnifying Person shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Person is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), to assume the defense of such Third-Party Claim, with counsel satisfactory to the Indemnified Person, acting reasonably. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall not, so long as it diligently conducts such defense, be liable to the Indemnified Person under this X for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in each case subsequently incurred by the Indemnified Person in connection with the defense of such Third-Party Claim, other than reasonable costs of investigation. If the Indemnifying Person assumes the defense of a Third-Party Claim, no compromise or settlement of such Third-Party Claims may be effected by the Indemnifying Person without the Indemnified Person’s Consent unless (a) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (b) the sole relief provided is monetary damages that are paid or payable in full

by the Indemnifying Person; and (c) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its Consent. If notice is given to an Indemnifying Person of the assertion of any Third-Party Claim and the Indemnifying Person does not, within ten (10) Business Days after the Indemnified Person’s written notice is received, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall be deemed to have waived such right to assume the defense and the Indemnified Person may agree to any compromise or settlement in respect of such Third Party Claim.

(c)

Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise or settle such Third-Party Claim.

(d)	In all cases, the Indemnifying Person will not be bound by any determination of any Third-Party Claim so defended by the Indemnified Person for the purposes of this Agreement or any compromise or settlement effected without its Consent.

(e)

Notwithstanding the provisions of Section 12.9, the Indemnifying Person hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against the Indemnified Person for purposes of any claim that the Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein.

(f)

With respect to any Third-Party Claim subject to indemnification under this Article X: (i) Both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim.

(g)

With respect to any Third-Party Claim subject to indemnification under this Article X, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

10.6

OTHER CLAIMS

A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by written notice to the party from whom indemnification is sought.

10.7

LIMITATION

Notwithstanding the foregoing and any other provision hereunder or right at law, the claims which may be made herein by Buyer from or against Seller and Seller’s indemnification obligations hereunder shall be limited as follows:

(a)	No claim or claims may be made unless the aggregate of all such claims exceeds One Hundred Thirty Thousand Dollars ($130,000);

(b)	The maximum amount of all claims shall not in the aggregate exceed twenty-five percent (25%) of the Purchase Price; and

(c)	No claim may be made more than twelve (12) months after the Closing Date except with respect to the title on the Assets or any of them or in the event of fraud.

10.8

INDEMNIFICATION AS ADJUSTMENT

All indemnification payments, if any, made pursuant to this Article X will be treated as an adjustment to the Purchase Price unless otherwise required by Legal Requirement.

ARTICLE XI

CONFIDENTIAL INFORMATION

11.1

CONFIDENTIAL INFORMATION - DEFINITION OF CONFIDENTIAL INFORMATION

(a)

As used in this Article XI, the term “ Confidential Information ” includes any and all of the following information of Seller or Buyer that has been or may hereafter be disclosed in any form, whether in writing, orally, electronically or otherwise, or otherwise made available by observation, inspection or otherwise by either party (Buyer on the one hand or Seller, on the other hand) each party being a “ Disclosing Party ” or a “ Receiving Party ”, as the case may be:

(i)

all information that is a trade secret under applicable trade secret or other law;

(ii)

all information concerning product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer hardware, Software and database technologies, systems, structures and architectures;

(iii)

all information concerning the business and affairs of the Disclosing Party (which includes historical and current financial statements, financial projections and budgets, tax returns and accountants’ materials, historical, current and projected sales, capital spending

budgets and plans, business plans, strategic plans, marketing and advertising plans, publications, client and customer lists and files, contracts, the names and backgrounds of key personnel and personnel training techniques and materials, however documented), and all information obtained from review of the Disclosing Party’s documents or property or discussions with the Disclosing Party regardless of the form of the communication; and

(iv)

all notes, analyses, compilations, studies, summaries and other material prepared by the Receiving Party to the extent containing or based, in whole or in part, upon any information included in the foregoing.

(b)

Any trade secrets of a Disclosing Party shall also be entitled to all of the protections and benefits under applicable trade secret law and any other applicable law. If any information that a Disclosing Party deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of this Article XI, such information shall still be considered Confidential Information of that Disclosing Party for purposes of this Article XI to the extent included within the definition. In the case of trade secrets, each of Buyer and Seller hereby waives any requirement that the other party submit proof of the economic value of any trade secret or post a bond or other security.

11.2

RESTRICTED USE OF CONFIDENTIAL INFORMATION

(a)

Unless and until this Agreement is terminated, Seller shall maintain as confidential any Confidential Information (including for this purpose any information of Seller of the type referred to in Sections 11.1(a)(i), (ii) and (iii), whether or not disclosed to Buyer) of the Seller which forms part of the Assets or the Assumed Liabilities.

(b)

Until Closing, Buyer shall maintain as confidential, and shall not use for any purpose other than the negotiation and finalization of the Contemplated Transactions, any Confidential Information of the Seller, whether or not it forms part of the Assets, Business, Assumed Contracts or Assumed Liabilities.

(c)

From and after the Closing, Buyer shall be entitled to: i) use the Confidential Information which forms part of the Assets, Business, Assumed Contracts or Assumed Liabilities; and ii) disclose the Confidential Information which forms part of the Assets, Business, Assumed Contracts or Assumed Liabilities, save and except to the extent for such information also remains Confidential Information of the Seller(including Seller’s financial results or information relating to the Business, Seller’s cost of goods for the Business, Seller’s pricing for the Business).

11.3

LEGAL PROCEEDINGS

If a Receiving Party becomes compelled in any Proceeding or is requested by a Governmental Body having regulatory jurisdiction over the Contemplated Transactions to make any disclosure that is prohibited or otherwise constrained by this Article XI, that Receiving Party shall provide the Disclosing Party with prompt written notice of such compulsion or request so that it may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions of this Article XI. In

the absence of a protective order or other remedy, the Receiving Party may disclose that portion (and only that portion) of the Confidential Information of the Disclosing Party that the Receiving Party is legally compelled to disclose or that has been requested by such Governmental Body, provided, however, that the Receiving Party shall use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded by any Person to whom any Confidential Information is so disclosed. The provisions of this Section 11.3 do not apply to any Proceedings between the parties to this Agreement.

11.4

RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

If this Agreement is terminated, each Receiving Party shall (a) destroy all Confidential Information of the Disclosing Party prepared or generated by the Receiving Party without retaining a copy of any such material; (b) promptly deliver to the Disclosing Party all other Confidential Information of the Disclosing Party, together with all copies thereof, in the possession, custody or control of the Receiving Party or, alternatively, with the written consent of a Seller Contact or a Buyer Contact (whichever represents the Disclosing Party) i) destroy all such Confidential Information; and (ii) certify all such destruction in writing to the Disclosing Party, provided, however, that the Receiving Party may retain a list that contains general descriptions of the information it has returned or destroyed to facilitate the resolution of any controversies after the Disclosing Party’s Confidential Information is returned.

11.5

INJUNCTIVE RELIEF

Each Party acknowledges and agrees that the other Party would be irreparably damaged if any of the provisions of this Article XI are not performed in accordance with their specific terms and that any Breach of this Article XI could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which a Party may be entitled, at law or in equity, it shall be entitled to enforce any provision of this Article XI by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent Breaches or threatened Breaches of this Article XI, without posting any bond or other undertaking.

ARTICLE XII

MISCELLANEOUS

12.1

EXPENSES

Except as otherwise provided in this Agreement, each party to this Agreement will bear its respective fees and expenses incurred in connection with the preparation, negotiation, execution and performance of this Agreement and the Contemplated Transactions, including all fees and expense of its Representatives.

12.2

PUBLIC ANNOUNCEMENTS

Any public announcement, press release or similar publicity with respect to this Agreement or the Contemplated Transactions will be issued, if at all, at such time and in such manner as mutually agreed in writing by the Seller and the Buyer.

12.3

NOTICES

All notices, Consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile with confirmation of transmission by the transmitting equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the following addresses or facsimile numbers and marked to the attention of the person (by name or title) designated below (or to such other address, facsimile number, or person as a party may designate by notice to the other parties):

Seller:

Birks Group Inc.

1240, Square Phillips

Montréal, Québec, H3B 3H4

Attention: Vice President, Legal Affairs and Corporate Secretary

Fax no.: (514) 397-2537

with a mandatory copy (which in itself shall not constitute sufficient notice) to:

Borden Ladner Gervais LLP

1000 De la Gauchetière West, Suite 900

Montréal, Québec, H3B 5H4

Attention: Genevieve Bergeron

Fax no.: 514-954-1905

Buyer:

Rideau Recognition Solutions Inc.

473 Deslauriers

Montréal, Québec, H4N 1W2

Attention: Peter W. Hart

Fax no.: (514) 336-0092

with a mandatory copy (which in itself shall not constitute sufficient notice) to:

Mitchell Gattuso

1010 Sherbrooke West, Suite 2200,

Montréal, Québec, H3A 2R7

Attention: Carl M. Ravinsky

Fax no.: (514) 284-3483

12.4 ASSIGNMENTS, SUCCESSORS AND NO THIRD-PARTY RIGHTS

No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party, except that Buyer may assign any of its rights and delegate any of its obligations under this Agreement to a wholly-owned subsidiary of Buyer, provided that Buyer would not then be released or discharged of any obligation or liability hereunder but rather remain solidarily liable with the assignee, and may collaterally assign its rights hereunder, subject to the terms hereunder, to any financial institution providing financing in connection with

the Contemplated Transactions. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this Section 12.5.

12.5

SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

12.6

CONSTRUCTION

The headings of Articles and Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Articles” and “Sections” refer to the corresponding Articles and Sections of this Agreement.

12.7

TIME OF ESSENCE

With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

12.8

GOVERNING LAW

This Agreement will be governed by and construed under the laws of the Province of Québec and the federal laws of Canada applicable thereto, without regard to conflicts-of-laws principles that would require the application of any other law. The parties hereto exclusively attorn to the Courts of the Province of Québec, sitting in and for the District of Montréal.

12.9

EXECUTION OF AGREEMENT

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by e-mail or facsimile transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by e-mail or facsimile shall be deemed to be their original signatures for all purposes.

12.10

ENGLISH/FRENCH CLAUSE

The parties hereto have consented to and required that this Agreement and any materials or documents related thereto be drawn up in the English Language. Les parties aux présentes ont requis et consenti à ce que les dispositions de la présente convention et tout le matériel accessoire et les documents y afférents soient rédigés dans la langue anglaise.

IN WITNESS WHEREOF, the parties have executed this agreement at the place and as of the date hereinabove mentioned.


	Birks Group Inc.		Rideau Recognition Solutions Inc.

Per:		Per:
	/s/ Jean-Christophe Bédos		/s/ Peter W. Hart
	Jean-Christophe Bédos, President and Chief Executive Officer		Peter W. Hart Chief Executive Officer

	/s/ Marco Pasteris		/s/ Jean-Francois Grou
	Marco Pasteris Vice President, Business Development and Support		Jean-Francois Grou President, Chief Operating Officer

[Rstone APA signature page]

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.


Date: June 30, 2016		/s/ Jean-Christophe Bédos
		Jean-Christophe Bédos,
		President and Chief Executive Officer

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.


Date: June 30, 2016		/s/ Pasquale (Pat) Di Lillo
		Pasquale (Pat) Di Lillo,
		Vice President, Chief Financial & Administrative Officer

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 26, 2016 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.


Date: June 30, 2016		/s/ Jean-Christophe Bédos
		Jean-Christophe Bédos,
		President and Chief Executive Office r

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 26, 2016 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.


Date: June 30, 2016		/s/ Pasquale (Pat) Di Lillo
		Pasquale (Pat) Di Lillo
		Vice President, Chief Financial & Administrative Officer

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 29, 2016, with respect to the consolidated balance sheets of Birks Group Inc. as of March 26, 2016 and March 28, 2015, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the years ended March 26, 2016, March 28, 2015 and March 29, 2014, which appears in the March 26, 2016 Annual Report on Form 20-F of Birks Group Inc.

/s/ KPMG LLP*

June 30, 2016

Montreal, Canada


* CPA auditor, CA, public accountancy permit No. AA125211		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 .