Birks Group intends to voluntarily delist its Class A voting shares from the NYSE American and begin trading on the OTCQB Venture Market following a period of non-compliance with the exchange’s continued listing standards.
Birks has also extended its main financing arrangements to 2031 after reporting improved sales and operating performance for the year ended 28 March 2026.
Trading to Continue on OTCQB
Birks expects to file Form 25 with the US Securities and Exchange Commission on 17 August 2026. Its final day of trading on the NYSE American is expected to be on or around 27 August, no earlier than 10 days after the filing.
The company has been approved to trade on the OTCQB and expects trading to begin there the day after its NYSE American delisting takes effect.
Birks said that, after reviewing several options, it had determined that voluntary delisting was “in the Company’s best interests”. It added that the OTCQB would provide a market through which shareholders could continue trading its Class A shares.
The move does not take Birks private. The company intends to continue making filings through the SEC’s EDGAR system, publishing semiannual financial information and appointing an independent accounting firm to audit its annual financial statements.
However, moving from a national securities exchange to an over-the-counter market can result in lower trading volumes, reduced visibility and wider bid-and-offer spreads.
Delisting Follows Compliance Process
Birks received notice from the NYSE American in February 2025 that it was not meeting continued listing requirements under Sections 1003(a)(i) and (ii) of the exchange’s company guide. These provisions relate to shareholders’ equity and sustained losses.
The exchange subsequently accepted Birks’ compliance plan and gave the company until 25 August 2026 to regain compliance. Birks announced its voluntary delisting shortly before that period was due to expire.
The decision concludes the compliance process despite an improvement in the retailer’s operating results. Birks continues to report negative shareholders’ equity and remains dependent on secured borrowing.
Sales and Margins Improve
Birks recorded net sales of $205.4 million for the year ended 28 March 2026, up $27.6 million or 15.5 per cent from the previous year. Comparable-store sales increased by 2.6 per cent.
Gross profit rose from $66.3 million to $79.2 million, while gross margin increased from 37.3 per cent to 38.5 per cent. Adjusted earnings before interest, tax, depreciation and amortisation reached $12.9 million, compared with $9.2 million a year earlier.
The company reported operating income of $3.1 million, reversing an operating loss of $5.5 million in fiscal 2025. Its net loss narrowed from $12.8 million to $3.4 million.
Part of the revenue increase came from the acquisition of European Boutique, a luxury jewellery and watch retailer operating four stores in the Greater Toronto Area. Birks completed the acquisition of its retail operations in July 2025.
The company also reported higher sales of Birks-branded jewellery, increased average transaction values and growth in third-party branded jewellery. The 2.6 per cent increase in comparable-store sales indicates that the European Boutique acquisition accounted for part of the overall revenue growth.
Borrowing Costs Continue to Affect Profitability
Although Birks returned to operating profit, it remained loss-making after interest and other expenses. Financing costs totalled approximately $8.8 million, exceeding the $3.1 million in operating income generated during the year.
Birks ended the period with approximately $1.5 million in cash and cash equivalents. Inventory exceeded $126 million and accounted for most of its current assets, while current liabilities remained higher than current assets.
Luxury jewellery and watch retailers typically hold substantial inventories of high-value products. Birks also uses its inventory to support asset-based borrowing facilities. Its interest costs mean that further operating improvements will be required before higher sales translate into net profitability.
Financing Extended to 2031
In June 2026, Birks completed a financing package that extended its principal debt maturities and provided additional liquidity.
The package included a five-year $32.5 million senior secured term loan from an affiliate of Gordon Brothers. This replaced a previous $26 million secured term loan and is due to mature in June 2031.
Birks also extended its revolving credit facility with Wells Fargo Canada to June 2031 and increased total commitments from $90 million to $93 million. A separate $3.75 million loan from controlling shareholder Mangrove Holding was extended to the same year.
The Gordon Brothers facility carries interest based on Term CORRA plus between 6.75 and 7.75 percentage points, depending on Birks’ fixed-charge coverage ratio. From 1 August 2026, the Mangrove loan carries an interest rate of 12.2 per cent.
Birks said the facilities could be used for working capital, store renovations, omnichannel development, digital commerce and other business initiatives. The refinancing extends the company’s principal debt maturities, although the associated interest costs will continue to affect earnings.
Store Investment Continues
Birks has not indicated that the delisting will affect its employees, customers, merchandise or retail operations.
The company plans to open a Birks-branded store at Oakridge Park in Vancouver during autumn 2026. It also operates a Chaumet boutique at the development, the French jewellery house’s first standalone location in North America.
The acquisition of European Boutique has expanded Birks’ presence in the Greater Toronto Area luxury watch market. The company is also continuing to invest in its own jewellery collections and selected relationships with international brands.
For suppliers and brand partners, Birks’ longer-term financing provides continuity, but its limited cash position, negative shareholders’ equity and continued net losses remain relevant when assessing its financial position.
Proprietary Jewellery Remains a Focus
Birks reported growth in sales of its own jewellery during fiscal 2026. Proprietary collections give the company control over product development, pricing, inventory and margins.
This is relevant as some international jewellery and watch houses increasingly operate standalone boutiques or work with fewer retail partners. Birks’ current model includes proprietary collections, third-party branded merchandise and operated boutiques, while European Boutique adds further exposure to luxury watches.
The move to the OTCQB addresses the company’s NYSE American compliance position but does not change its underlying financial circumstances. Birks has extended its financing and improved its operating results, although borrowing costs, net losses and negative shareholders’ equity remain significant factors.
