MONTREAL, Feb. 28,
2025 /CNW/ - Birks Group Inc. (the "Company") (NYSE
American LLC: BGI), announced that it received notice from the NYSE
American LLC ("NYSE American") on February
25, 2025 that the Company was not in compliance with the
continued listing standards set forth in Sections 1003(a)(i) and
(ii) of the NYSE American Company Guide (the "Company Guide").
Section 1003(a)(i) applies if a listed company has stockholders'
equity of less than U.S. $2.0 million
and has reported losses from continuing operations and/or net
losses in two of its three most recent fiscal years. Section
1003(a)(ii) applies if a listed company has stockholders' equity of
less than U.S. $4.0 million and has
reported losses from continuing operations and/or net losses in
three of its four most recent fiscal years. The Company reported
stockholders' deficit of approximately U.S. $(6.1) million (CAD $(8.2)
million) as of September 28,
2024, and has reported net losses in two of its three most
recent fiscal years ended March 30,
2024 and three of its four most recent fiscal years ended
March 30, 2024. The Company is also
not currently eligible for any exemption in Section 1003(a) of the
Company Guide from the stockholders' equity requirements. As a
result, the Company has become subject to the procedures and
requirements of Section 1009 of the Company Guide and must submit a
plan to NYSE American by March 27,
2025 addressing how the Company intends to regain compliance
with Section 1003(a)(i) and (ii) of the Company Guide by
August 25, 2026.
The Company intends to timely deliver a plan of compliance to
NYSE American. If the Company does not submit a plan, or if
the plan the Company submits is not accepted by NYSE American, the
Company will be subject to delisting proceedings as specified in
the Company Guide. In addition, if the plan is accepted by
NYSE American, but the Company is not in compliance with the
continued listing standards by August 25,
2026, or if the Company does not make progress consistent
with the plan during the plan period, the Company will be subject
to delisting proceedings. If the plan is accepted, the
Company will also be subject to periodic NYSE American reviews,
including quarterly monitoring for compliance with the plan.
The Company's Class A voting shares will continue to be listed
and trade on the symbol "BGI" while it attempts to regain
compliance with all applicable continued listing standards.
Receipt of the notice does not affect the Company's business,
operations, financial or liquidity condition, or reporting
requirements with the Securities and Exchange Commission.
About Birks Group Inc.
Birks Group is a leading designer of fine jewellery, and
operator of luxury jewellery, timepieces and gifts retail stores in
Canada. The Company operates 18
stores under the Maison Birks brand in most major metropolitan
markets in Canada, one retail
location in Montreal under the
Birks brand, one retail location in Montreal under the TimeVallée brand, one
retail location in Calgary under
the Brinkhaus brand, one retail location in Vancouver operated under the Graff brand, one
location in Vancouver under the
Patek Philippe brand, and three retail locations in Laval, Ottawa
and Toronto under the Breitling
brand. Birks brand fine jewellery collections are also available
through select SAKS Fifth Avenue stores in Canada and the U.S., select Mappin & Webb
and Goldsmiths locations in the United
Kingdom, in Mayors stores in the
United States, in W. Kruk stores in Poland as well as several jewellery retailers
across North America. Birks was
founded in 1879 and has become Canada's premier retailer and designer of fine
jewellery, timepieces and gifts. Additional information can be
found on Birks' web site, www.birks.com.
Forward Looking Statements
This press release contains 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,"
"continue," "strategy," "focus" and other words of similar meaning.
All statements that address expectations, possibilities or
projections about the future, are forward-looking statements.
Because such statements include various risks and uncertainties,
actual results might differ materially from those projected in the
forward- looking statements and no assurance can be given that the
Company will meet the results projected in the forward-looking
statements. These risks and uncertainties include, but are not
limited to the following: (i) a decline in consumer spending or
deterioration in consumer financial position; (ii) economic,
political and market conditions, including the economies of
Canada and the U.S., which could
adversely affect the Company's business, operating results or
financial condition, including its revenue and profitability,
through the impact of changes in the real estate markets, changes
in the equity markets and decreases in consumer confidence and the
related changes in consumer spending patterns, the impact on store
traffic, tourism and sales; (iii) the impact of fluctuations in
foreign exchange rates, inflation, increases in commodity prices
and borrowing or operating costs, or other pricing environment
factors and their related impact on the Company's costs and
expenses; (iv) changes in interest rates; (v) the Company's ability
to maintain and obtain sufficient sources of liquidity to fund its
operations, to achieve planned sales, gross margin and net income,
to keep costs low, to implement its business strategy, maintain
relationships with its primary vendors, to mitigate fluctuations in
the availability and prices of the Company's merchandise, to
compete with other jewellers, to succeed in its marketing
initiatives (including with respect to Birks branded products), and
to have a successful customer service program; (vi) the Company's
plan to evaluate the productivity of existing stores, close
unproductive stores and open new stores in prime retail locations,
and invest in its website and e-commerce platform; (vii) the
Company's ability to continue to borrow under its Amended Credit
Facility and Amended Term Loan; (viii) the Company's ability to
maintain profitable operations, as well as maintain specified
excess availability levels under its Amended Credit Facility, make
scheduled payments of principal and interest, and fund capital
expenditures; (ix) the Company's ability to execute its strategic
vision; * the geopolitical environment and increased political
uncertainty; (xi) the impact of weather-related incidents, natural
disasters, strikes, protests, riots or terrorism, acts of war or
another public health crisis or disease outbreak, epidemic or
pandemic on the Company's business; and (xii) the Company's ability
to invest in and finance capital expenditures, (xiii) the Company's
ability to maintain its listing on the NYSE American or to list its
shares on another national securities exchange, (xiv) the Company's
ability to continue as a going concern, (xv) acceptance of the
Company's plan by the NYSE American, and (xvi) the Company's
ability to achieve compliance with the NYSE America's continued
listing standards within the required time frame.
Information concerning factors that could cause actual results
to differ materially is set forth under the captions "Risk Factors"
and "Operating and Financial Review and Prospects" and elsewhere in
the Company's Annual Report on Form 20-F filed with the Securities
and Exchange Commission on July 16,
2024, as amended on July 18,
2024, and subsequent filings with the Securities and
Exchange Commission. The Company undertakes no obligation to update
or release any revisions to these forward-looking statements to
reflect events or circumstances after the date of this statement or
to reflect the occurrence of unanticipated events, except as
required by law.
Company Contacts:
Katia
Fontana
Vice President and Chief Financial
Officer
(514) 397-2592
For all press and media inquiries,
please contact:
Press@birks.com
SOURCE Birks Group Inc.
