UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended AUGUST 31, 2025 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from _________ to _________________ Commission File Number: 000-19954 JEWETT-CAMERON TRADING CO LTD (Name of registrant as specified in its charter) British Columbia, CanadaA1 00-00 ...

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section provides the unaudited consolidated financial statements and management's discussion and analysis for Jewett-Cameron Trading Company Ltd [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements of Jewett-Cameron Trading Company Ltd. for the period ended May 31, 2025, including the balance sheets, statements of operations, stockholders' equity, and cash flows, along with detailed notes on the company's operations, significant accounting policies, and specific financial accounts [Consolidated Balance Sheets](index=4&type=section&id=JEWETT-CAMERON%20TRADING%20COMPANY%20LTD.%20CONSOLIDATED%20BALANCE%20SHEETS) This section presents the consolidated balance sheets, detailing assets, liabilities, and stockholders' equity as of May 31, 2025, and August 31, 2024 | Metric | May 31, 2025 | August 31, 2024 | | :--------------------------------- | :----------- | :-------------- | | Cash and cash equivalents | $1,204,719 | $4,853,367 | | Accounts receivable, net | $6,789,582 | $3,668,815 | | Inventory, net | $15,257,917 | $13,157,243 | | Total current assets | $24,523,688 | $23,187,463 | | Total assets | $29,238,886 | $27,490,514 | | Total liabilities | $6,209,261 | $2,639,370 | | Total stockholders' equity | $23,029,625 | $24,851,144 | - Total assets increased by **$1,748,372** from August 31, 2024, to May 31, 2025, primarily driven by increases in accounts receivable and inventory[10](index=10&type=chunk) - Total liabilities significantly increased from **$2,639,370** to **$6,209,261**, mainly due to new bank indebtedness of **$2,422,305**[10](index=10&type=chunk) [Consolidated Statements of Operations](index=5&type=section&id=JEWETT-CAMERON%20TRADING%20COMPANY%20LTD.%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) This section presents the consolidated statements of operations, detailing sales, gross profit, and net income for the three and nine months ended May 31, 2025 and 2024 Three Month Period Ended May 31 | Metric | 2025 | 2024 | | :--------------------------------- | :----------- | :----------- | | Sales | $12,605,344 | $15,896,017 | | Gross Profit | $1,889,007 | $2,951,076 | | Income (loss) from operations | $(687,781) | $55,595 | | Net (loss) income | $(649,634) | $154,862 | | Basic (loss) earnings per common share | $(0.18) | $0.04 | Nine Month Period Ended May 31 | Metric | 2025 | 2024 | | :--------------------------------- | :----------- | :----------- | | Sales | $30,927,295 | $33,931,050 | | Gross Profit | $5,398,617 | $6,971,673 | | Income (loss) from operations | $(2,316,413) | $(1,460,316) | | Net (loss) income | $(1,881,445) | $912,257 | | Basic (loss) earnings per common share | $(0.54) | $0.26 | - The company reported a net loss of **$(649,634)** for the three months ended May 31, 2025, a significant decline from a net income of **$154,862** in the prior year, primarily due to decreased sales and gross profit[11](index=11&type=chunk) - For the nine-month period, the company incurred a net loss of **$(1,881,445)** in 2025, compared to a net income of **$912,257** in 2024, driven by lower sales and a substantial increase in operating loss[11](index=11&type=chunk) [Consolidated Statements of Stockholders' Equity](index=6&type=section&id=JEWETT-CAMERON%20TRADING%20COMPANY%20LTD.%20CONSOLIDATED%20STATEMENTS%20OF%20STOCKHOLDERS'%20EQUITY) This section presents the consolidated statements of stockholders' equity, showing changes in equity and common shares outstanding over various periods | Metric | August 31, 2023 | May 31, 2024 | August 31, 2024 | May 31, 2025 | | :--------------------------------- | :-------------- | :----------- | :-------------- | :----------- | | Total Stockholders' Equity | $24,097,327 | $25,041,648 | $24,851,144 | $23,029,625 | | Common Shares Outstanding | 3,498,899 | 3,504,802 | 3,504,802 | 3,518,119 | | Net Income (Loss) | | $912,257 | $(190,504) | $(1,881,445) | - Total stockholders' equity decreased from **$24,851,144** at August 31, 2024, to **$23,029,625** at May 31, 2025, primarily due to a net loss of **$(1,881,445)** for the nine-month period[13](index=13&type=chunk) - The number of common shares outstanding increased by **13,317** shares during the nine months ended May 31, 2025, due to shares issued under compensation plans[13](index=13&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=JEWETT-CAMERON%20TRADING%20COMPANY%20LTD.%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) This section presents the consolidated statements of cash flows, detailing cash movements from operating, investing, and financing activities for the nine months ended May 31 Nine Month Period Ended May 31 | Metric | 2025 | 2024 | | :--------------------------------- | :----------- | :----------- | | Net cash provided by (used in) operating activities | $(5,978,369) | $2,234,158 | | Net cash used in investing activities | $(92,584) | $(3,891) | | Net cash provided by (used in) financing activities | $2,422,305 | $(1,259,259) | | Net (decrease) increase in cash and cash equivalents | $(3,648,648) | $971,008 | | Cash and cash equivalents, end of period | $1,204,719 | $1,054,704 | - Operating activities used **$5,978,369** in cash for the nine months ended May 31, 2025, a significant change from providing **$2,234,158** in the prior year, primarily due to the net loss and increases in accounts receivable and inventory[15](index=15&type=chunk) - Financing activities provided **$2,422,305** in cash in 2025, mainly from proceeds from bank indebtedness, contrasting with cash used in financing activities in 2024[15](index=15&type=chunk) [Notes to the Consolidated Financial Statements](index=8&type=section&id=JEWETT-CAMERON%20TRADING%20COMPANY%20LTD.%20NOTES%20TO%20THE%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section provides detailed explanations and disclosures supporting the consolidated financial statements, covering accounting policies, specific accounts, and other relevant financial information [1. Nature of Operations](index=8&type=section&id=1.%20NATURE%20OF%20OPERATIONS) Jewett-Cameron Trading Company Ltd. is a holding company operating through subsidiaries like JC USA Inc., Jewett-Cameron Company (JCC), and Greenwood Products, Inc. JCC focuses on manufacturing and distributing pet, fencing, and other products, while Greenwood processes and distributes industrial wood products. The seed cleaning operations of Jewett-Cameron Seed Company (JCSC) ceased in August 2023 - JCC's business involves manufacturing and distribution of pet, fencing, and other products to home centers, retailers, online, and direct consumers in the U.S.[18](index=18&type=chunk) - Greenwood Products processes and distributes industrial wood and specialty building products, primarily to marine and transportation industries[18](index=18&type=chunk) - JCSC ended seed cleaning operations in August 2023 and ceased active operations, selling most equipment for wind-up[19](index=19&type=chunk) [2. Significant Accounting Policies](index=8&type=section&id=2.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines the significant accounting policies used in preparing the consolidated financial statements, including the basis of presentation (US GAAP, unaudited), principles of consolidation, use of estimates, and specific policies for cash and cash equivalents, accounts receivable, inventory, property, plant and equipment, intangibles, asset retirement obligations, impairment of long-lived assets, currency translation, earnings per share, comprehensive income, stock-based compensation, financial instruments, income taxes, shipping and handling costs, and revenue recognition - The financial statements are prepared in conformity with US GAAP for interim financial information and SEC regulations, and are unaudited[21](index=21&type=chunk) - Consolidated statements include wholly-owned subsidiaries JC USA, JCC, JCSC, and Greenwood, with all inter-company balances eliminated[22](index=22&type=chunk)[23](index=23&type=chunk) - Revenue is recognized from product sales (lumber, building supply, industrial wood, specialty metal, other specialty products and tools) when products are shipped, title passes, and collection is reasonably assured[47](index=47&type=chunk) [3. Inventory](index=13&type=section&id=3.%20INVENTORY) The company's inventory primarily consists of finished goods, valued at the lower of cost (average cost method) and market (net realizable value). An allowance for non-saleable inventory is maintained based on excess stock or obsolescence | Inventory Category | May 31, 2025 | August 31, 2024 | | :----------------- | :----------- | :-------------- | | Pet, fencing, and other products | $14,418,442 | $12,407,495 | | Industrial wood products | $839,475 | $749,748 | | Total Inventory | $15,257,917 | $13,157,243 | - Total inventory increased by **$2,100,674** from August 31, 2024, to May 31, 2025, with the largest increase in pet, fencing, and other products[49](index=49&type=chunk) [4. Property, Plant and Equipment](index=14&type=section&id=4.%20PROPERTY,%20PLANT%20AND%20EQUIPMENT) Property, plant, and equipment are recorded at cost less accumulated depreciation. The company reviews long-lived assets for impairment when circumstances indicate the carrying amount may not be recoverable. An 11.6-acre property formerly housing JCSC operations is held for sale | Asset Category | May 31, 2025 | August 31, 2024 | | :--------------- | :----------- | :-------------- | | Office equipment | $681,260 | $668,260 | | Warehouse equipment | $1,466,148 | $1,285,278 | | Buildings | $5,211,588 | $5,211,588 | | Land | $158,500 | $158,500 | | Accumulated depreciation | $(3,815,990) | $(3,473,826) | | Net book value | $3,701,506 | $3,849,800 | - Net book value of property, plant, and equipment decreased by **$148,294** from August 31, 2024, to May 31, 2025[50](index=50&type=chunk) - An asset held for sale, the former JCSC property, remains at a carrying value of **$566,022** as of May 31, 2025[51](index=51&type=chunk) [5. Intangible Assets](index=14&type=section&id=5.%20INTANGIBLE%20ASSETS) The company's intangible assets have a finite life and are amortized using the straight-line method. They are reviewed annually for impairment | Metric | May 31, 2025 | August 31, 2024 | | :----------------- | :----------- | :-------------- | | Intangible assets | $131,405 | $131,405 | | Accumulated amortization | $(19,808) | $(19,183) | | Net book value | $111,597 | $112,222 | - Net book value of intangible assets slightly decreased from **$112,222** to **$111,597** due to amortization[52](index=52&type=chunk) [6. Deferred Income Taxes](index=14&type=section&id=6.%20DEFERRED%20INCOME%20TAXES) Deferred income tax assets and liabilities are recorded for temporary differences between financial and tax reporting, and net operating loss carryforwards. A valuation allowance is applied if realization of deferred tax assets is unlikely | Metric | May 31, 2025 | August 31, 2024 | | :----------------- | :----------- | :-------------- | | Deferred income tax asset | $902,095 | $341,029 | - Deferred income tax assets increased significantly from **$341,029** to **$902,095**, reflecting changes in temporary differences[53](index=53&type=chunk) [7. Bank Indebtedness](index=15&type=section&id=7.%20BANK%20INDEBTEDNESS) The company has a line of credit agreement with Northrim Funding Services, providing short-term operating capital through purchasing accounts receivable invoices or loans against inventory. The maximum draw is $6,000,000, with an interest rate of prime plus 4.75% (12.25% as of May 31, 2025). This line was renewed in June 2025 and expires on June 30, 2026 - As of May 31, 2025, the company's indebtedness under the Northrim line of credit was **$2,422,305**, compared to **$Nil** at August 31, 2024[54](index=54&type=chunk) - The maximum amount Northrim will purchase in AR invoices is **80%** of eligible accounts, not exceeding **$6,000,000**[54](index=54&type=chunk) - Borrowing against inventory is **25%** of eligible inventory, not exceeding **$4,000,000**, with a total maximum draw of **$6,000,000**[54](index=54&type=chunk) [8. Capital Stock](index=15&type=section&id=8.%20CAPITAL%20STOCK) Holders of common stock are entitled to one vote per share. The company has not declared any dividends since incorporation - As of May 31, 2025, **3,518,119** common shares were issued, compared to **3,504,802** at August 31, 2024[10](index=10&type=chunk) - The company is authorized to issue **21,567,564** common shares and **10,000,000** preferred shares, both with no par value[10](index=10&type=chunk) [9. Restricted Share Plan](index=15&type=section&id=9.%20RESTRICTED%20SHARE%20PLAN) The company operates a Restricted Share Plan (the "Plan") and a new 2024 Restricted Share Plan, allowing grants of restricted shares to directors, officers, employees, and consultants. Shares are nontransferable during a restricted period but grant voting and dividend rights - In December 2024, **13,317** common shares valued at **$59,926** were issued under the Plan to officers, directors, and employees[59](index=59&type=chunk)[63](index=63&type=chunk) - The 2024 Plan reserves **1%** of issued and outstanding common shares, totaling **35,181** shares, for future grants[60](index=60&type=chunk) - As of May 31, 2025, **2,755** shares remained available under the original Plan[59](index=59&type=chunk) [10. Pension and Profit-Sharing Plans](index=16&type=section&id=10.%20PENSION%20AND%20PROFIT-SHARING%20PLANS) The company offers a deferred compensation 401(k) plan for eligible employees, including non-elective discretionary contributions and matching employee contributions 401(k) Compensation Expense | Period | 2025 | 2024 | | :----- | :----------- | :----------- | | Nine-month period ended May 31 | $186,114 | $311,026 | - 401(k) compensation expense decreased by **$124,912** for the nine months ended May 31, 2025, compared to the prior year[64](index=64&type=chunk) [11. Segment Information](index=16&type=section&id=11.%20SEGMENT%20INFORMATION) The company operates in four principal reportable segments: Pet, Fencing and Other; Industrial wood products; Seed processing and sales; and Corporate and administration. Performance is evaluated primarily based on business segment income before taxes Sales to Unaffiliated Customers (Nine Months Ended May 31) | Segment | 2025 | 2024 | | :----------------- | :----------- | :----------- | | Industrial wood products | $2,658,723 | $2,883,190 | | Lawn, garden, pet and other | $28,268,572 | $30,964,142 | | Seed processing and sales | $— | $83,718 | | Total Sales | $30,927,295 | $33,931,050 | (Loss) Income Before Income Taxes (Nine Months Ended May 31) | Segment | 2025 | 2024 | | :----------------- | :----------- | :----------- | | Industrial wood products | $(68,148) | $41,146 | | Lawn, garden, pet and other | $(2,615,470) | $384,102 | | Seed processing and sales | $— | $32,242 | | Corporate and administrative | $325,258 | $634,258 | | Total (Loss) Income Before Taxes | $(2,358,360) | $1,091,748 | - Sales to unaffiliated customers decreased by **9%** overall, with significant declines in Lawn, garden, pet and other, and the cessation of Seed processing and sales[68](index=68&type=chunk) - The company reported a total loss before income taxes of **$(2,358,360)** in 2025, a substantial shift from income of **$1,091,748** in 2024, primarily driven by losses in the Lawn, garden, pet and other segment[69](index=69&type=chunk) [12. Risks](index=18&type=section&id=12.%20RISKS) The company is exposed to credit risk, particularly due to concentrations of accounts receivable with a small number of customers, and volume of business risk, relying on a few key suppliers for a significant portion of purchases - Two customers accounted for **78%** of total accounts receivable at May 31, 2025, indicating high credit risk concentration[71](index=71&type=chunk) - Four suppliers accounted for **10%** or greater of total purchases for the nine months ended May 31, 2025, aggregating to **$16,818,001**, highlighting supplier concentration risk[72](index=72&type=chunk) [13. Supplemental Disclosure with Respect to Cash Flows](index=18&type=section&id=13.%20SUPPLEMENTAL%20DISCLOSURE%20WITH%20RESPECT%20TO%20CASH%20FLOWS) This section provides supplemental cash flow information, detailing cash payments for interest and income taxes Cash Payments (Nine Months Ended May 31) | Payment Type | 2025 | 2024 | | :----------- | :----------- | :----------- | | Interest | $77,650 | $32,619 | | Income taxes | $15,000 | $173,717 | - Cash paid for interest increased significantly in 2025, while cash paid for income taxes decreased[73](index=73&type=chunk) [14. Contingencies](index=18&type=section&id=14.%20CONTINGENCIES) The company settled an arbitration case against a former distributor in September 2023, receiving a cash payment of $2,450,000 - The arbitration settlement resulted in a **$2,450,000** cash payment received in October 2023[74](index=74&type=chunk) [15. Subsequent Event](index=18&type=section&id=15.%20SUBSEQUENT%20EVENT) In June 2025, the company renewed its line of credit agreement with Northrim, extending its expiration to June 30, 2026 - The line of credit agreement with Northrim was renewed in June 2025, extending its expiration to June 30, 2026[75](index=75&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, highlighting challenges such as new US tariffs, operational issues, and a soft pet market, which significantly reduced revenues and negatively impacted margins. The company is focusing on operational efficiencies, multi-sourcing strategies, and resolving logistical impediments - Sales for the three months ended May 31, 2025, declined by **21%** from the prior year, resulting in a net loss of **($0.18)** per share[100](index=100&type=chunk) - New US tariffs, particularly on imported metal products, have caused significant market turmoil, increased costs, and uncertainty in deliveries, leading retailers and consumers to defer purchases[101](index=101&type=chunk)[102](index=102&type=chunk) - The company anticipates continued challenges in the fourth quarter due to fluctuating tariff rates, depressed consumer sentiment, stubborn inflation, and high interest rates, expecting a loss for the full year[111](index=111&type=chunk) [Business Description](index=19&type=section&id=Business%20Description) The company is committed to providing innovative products for outdoor spaces, categorized into three reportable operating segments: Pet, Fencing and Other; Industrial Wood Products; and Seed Processing and Sales (now wound up), along with a Corporate and Administrative segment. Products include patented gate support systems, pet products, and sustainable/PCR bag products - The company's operations are classified into three reportable operating segments: Pet, Fencing and Other; Industrial wood products; and Corporate and administrative[77](index=77&type=chunk) - Key products include Adjust-A-Gate® and Fit-Right® gate support systems, Lucky Dog® pet products, and MyEcoWorld® sustainable/PCR bag products[80](index=80&type=chunk)[94](index=94&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk) - The Seed Processing and Sales segment (JCSC) ceased regular operations in August 2023 and is being wound up, with its property listed for sale[88](index=88&type=chunk)[99](index=99&type=chunk) [Pet, Fencing and Other Operating Segment](index=19&type=section&id=Pet,%20Fencing%20and%20Other%20Operating%20Segment) This segment focuses on pet, fencing, and sustainable products, serving new and existing home and pet owners. It is seasonal, with higher sales from February to August. The company holds patents and trademarks for products like Adjust-A-Gate® and Fit-Right®, providing a competitive advantage - The home improvement business is seasonal, with higher sales occurring between February and August, leading to inventory buildup until the season starts[78](index=78&type=chunk) - The company owns patents and manufacturing rights for Adjust-A-Gate® and Fit-Right® products, which are gate support systems, providing a competitive advantage[80](index=80&type=chunk) - The newest product category is Sustainable and Post-Consumer Recycled ("PCR") bag products under the MyEcoWorld® brand, aiming to reduce single-use plastic[94](index=94&type=chunk) [Industrial Wood Products - Greenwood](index=20&type=section&id=Industrial%20Wood%20Products%20-%20Greenwood) Greenwood is a wholesale distributor of specialty wood products, primarily focused on the transportation industry, including advanced noise and vibration reduction panels (dB-Ply®) and structural panels. This segment's market has decreased in economic sensitivity but faced contractions due to COVID-19 and supply chain disruptions - Greenwood's products are focused on the transportation industry, including municipal and mass transit sectors[83](index=83&type=chunk)[84](index=84&type=chunk) - Greenwood utilizes contract manufacturers and maintains inventory at non-owned warehouses, shipping primarily on a just-in-time basis[85](index=85&type=chunk)[93](index=93&type=chunk) - Key products include dB-Ply® acoustical panels for noise/vibration reduction, durable structural panels, and Jumbo Concrete Forms[98](index=98&type=chunk) [Seed Processing and Sales - JCSC](index=20&type=section&id=Seed%20Processing%20and%20Sales%20-%20JCSC) JCSC, formerly involved in agricultural seed processing and distribution, ceased regular operations effective August 31, 2023. The company has sold most of its remaining seed inventory and equipment, and its 11.6-acre property is listed for sale at $9,000,000 - JCSC ended regular operations on August 31, 2023, and sold most of its remaining equipment and seed inventory[88](index=88&type=chunk)[99](index=99&type=chunk) - The JCSC property, an **11.6-acre** facility with **109,500** square feet of buildings, is listed for sale at **$9,000,000**[89](index=89&type=chunk)[110](index=110&type=chunk) - The property is currently zoned 'Rural Industrial' (RIND), and rezoning efforts are being explored but face economic and political challenges[89](index=89&type=chunk)[110](index=110&type=chunk) [Corporate and Administration – JC USA](index=20&type=section&id=Corporate%20and%20Administration%20%E2%80%93%20JC%20USA) JC USA serves as the parent company for Greenwood, JCC, and JCSC, providing professional and administrative services, including warehousing, accounting, and credit services, from its North Plains, Oregon offices - JC USA provides professional and administrative services, including warehousing, accounting, and credit services, to its subsidiary companies[90](index=90&type=chunk) [Company Products](index=20&type=section&id=Company%20Products) The company designs, sources, commercializes, and distributes innovative products for outdoor spaces, many of which are patent-protected. These include fencing solutions (Adjust-A-Gate®, Fit-Right®, Lifetime Steel Post®, Euro Fence, Perimeter Patrol®, Cedar fencing), Lucky Dog® pet products (kennels, covers, crates, exercise pens), and MyEcoWorld® sustainable products (compostable food waste, yard waste, and pet poop bags) - Fencing products include Adjust-A-Gate®, Fit-Right®, Lifetime Steel Post®, Euro Fence, Perimeter Patrol® Portable Security Panels, and Cedar fencing[96](index=96&type=chunk) - Pet products under the Lucky Dog® brand include STAY Series Studio Kennels, Outdoor Kennel Covers, Dwell Series® Crates, and Exercise Pens[96](index=96&type=chunk) - Sustainable products under the MyEcoWorld® brand include Compostable Food Waste Bags, Yard Waste Bags, and Pet Poop Bags, with PCR options available[95](index=95&type=chunk)[97](index=97&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) The company's results were significantly impacted by new US tariffs on imported metal products, operational issues, and a soft pet market, leading to reduced revenues and negative margins. Sales declined across segments, with JCC and Greenwood experiencing losses. The company is implementing operational efficiencies and managing production constraints - Lifetime Steel Posts® sales were up **85%** compared to Q3 fiscal 2024, with **55** new display units deployed, though further expansion is temporarily paused due to production and logistical constraints[104](index=104&type=chunk) - MyEcoWorld® sales for the current nine months are up **265%** over the comparative period in fiscal 2024, driven by consumer demand for sustainable products and shifting LuckyDog® compostable bags[107](index=107&type=chunk) - Employee headcount was reduced by **33%** year-to-date, and the company is upgrading warehouse technology to improve productivity and reduce costs[109](index=109&type=chunk) [Three Months Ended May 31, 2025 and May 31, 2024](index=25&type=section&id=Three%20Months%20Ended%20May%2031,%202025%20and%20May%2031,%202024) For the three months ended May 31, 2025, total sales decreased by 21% to $12,605,344, primarily due to tariff uncertainty and fencing shortages. JCC sales declined by 20%, and Greenwood sales decreased by 24%. The company reported a net loss of $(649,634), compared to a net income of $154,862 in the prior year, with gross margin falling to 15.0% from 18.6% Key Financials (Three Months Ended May 31) | Metric | 2025 | 2024 | Change (%) | | :--------------------------------- | :----------- | :----------- | :--------- | | Sales | $12,605,344 | $15,896,017 | -21% | | JCC Sales | $11,900,284 | $14,957,204 | -20% | | Greenwood Sales | $705,059 | $924,767 | -24% | | Gross Margin | 15.0% | 18.6% | -3.6 pp | | Net (Loss) Income | $(649,634) | $154,862 | -519% | | Basic (Loss) Earnings Per Share | $(0.18) | $0.04 | -550% | - Operating expenses decreased by **$318,693**, with wages and employee benefits declining due to a **20%** reduction in employee headcount[118](index=118&type=chunk) - Interest expense increased significantly to **($74,147)** from **($1,437)** due to borrowings against the line of credit[118](index=118&type=chunk) [Nine Months Ended May 31, 2025 and May 31, 2024](index=25&type=section&id=Nine%20Months%20Ended%20May%2031,%202025%20and%20May%2031,%202024) For the nine months ended May 31, 2025, total sales decreased by 9% to $30,927,295, primarily due to restrained consumer spending and increased tariff rates. JCC sales declined by 9%, and Greenwood sales decreased by 8%. The company reported a net loss of $(1,881,445), a significant shift from a net income of $912,257 in the prior year, with gross margin falling to 17.5% from 20.5% Key Financials (Nine Months Ended May 31) | Metric | 2025 | 2024 | Change (%) | | :--------------------------------- | :----------- | :----------- | :--------- | | Sales | $30,927,295 | $33,931,050 | -9% | | JCC Sales | $28,268,572 | $30,964,142 | -9% | | Greenwood Sales | $2,658,723 | $2,883,190 | -8% | | Gross Margin | 17.5% | 20.5% | -3.0 pp | | Net (Loss) Income | $(1,881,445) | $912,257 | -306% | | Basic (Loss) Earnings Per Share | $(0.54) | $0.26 | -308% | - Operating expenses declined to **$7,715,030** from **$8,431,989**, driven by lower headcount and reduced wages and employee benefits[126](index=126&type=chunk) - The prior year's period included **$2,450,000** in other income from an arbitration settlement and a **$90,537** gain on asset sales, which were not present in the current period[127](index=127&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) The company's working capital decreased by $2,233,666 to $18,314,427 as of May 31, 2025. Cash and cash equivalents significantly decreased due to inventory purchases and accounts receivable timing. Current liabilities increased due to bank indebtedness. The company relies on an asset-based line of credit with Northrim, from which it has drawn $2,422,305 to fund seasonal inventory Working Capital and Cash Position | Metric | May 31, 2025 | August 31, 2024 | | :--------------------------------- | :----------- | :-------------- | | Working Capital | $18,314,427 | $20,548,093 | | Cash and Cash Equivalents | $1,204,719 | $4,853,367 | | Inventory | $15,257,917 | $13,157,243 | | Accounts Receivable | $6,789,582 | $3,668,815 | | Current Liabilities | $6,209,261 | $2,639,370 | | Bank Indebtedness | $2,422,305 | $— | - Cash and cash equivalents decreased by **$3,648,648**, primarily due to increased inventory purchases for the Spring/Summer seasons and timing of accounts receivable collection[130](index=130&type=chunk) - Accounts receivable and inventory represented **90%** of current assets and **75%** of total assets as of May 31, 2025[132](index=132&type=chunk) - The company expects to have sufficient liquidity for the next twelve months based on its working capital, accounts receivable timing, and available line of credit[135](index=135&type=chunk) [Other Matters](index=27&type=section&id=OTHER%20MATTERS) This section discusses external factors impacting the business, including the significant and evolving US tariffs on imported products, inflationary pressures leading to increased costs and interest rates, the company's commitment to Environmental, Social, and Corporate Governance (ESG) initiatives, and compliance with the Uyghur Forced Labor Prevention Act [Tariffs](index=27&type=section&id=Tariffs) New US tariffs, particularly on steel and aluminum products, have significantly increased costs and created uncertainty. While the company diversified suppliers outside China, these new sources are now subject to global tariffs, impacting expected cost benefits. Tariffs on Chinese steel products reached 95% as of June 4, 2025 - Imported steel and aluminum products from all countries globally were assigned a new tariff rate of **25%**, which was doubled to **50%** as of June 4, 2025[138](index=138&type=chunk) - Tariff rates on steel products imported from China were at **95%** as of June 4, 2025, combining various tariffs[138](index=138&type=chunk) - The company is shifting to suppliers outside of China to mitigate higher tariff rates, but faces uncertainty in tariff interpretation and applicability[139](index=139&type=chunk) [Inflation](index=28&type=section&id=Inflation) Inflation has substantially increased product costs (raw materials, energy, transportation, labor), negatively affecting gross margins. The company's ability to pass these costs to customers is limited and often delayed. High inflation has also led to increased interest rates, impacting borrowing costs on the line of credit - Product costs have increased substantially due to inflation, negatively affecting gross margins, with limited ability to pass on costs quickly to price-sensitive customers[140](index=140&type=chunk) - The interest rate on the company's line of credit, computed using the Prime Interest Rate, has risen from **3.25%** in January 2022 to approximately **7.50%** in February 2025[141](index=141&type=chunk) - As of May 31, 2025, the company had drawn **$2,422,305** against its line of credit at a current interest rate of **12.25%**[141](index=141&type=chunk) [Environmental, Social and Corporate Governance (ESG)](index=28&type=section&id=Environmental,%20Social%20and%20Corporate%20Governance%20(ESG)) Jewett-Cameron is committed to ESG principles, aiming for 90% recyclable product materials, auditing suppliers for fair practices and environmental awareness, and designing packaging for maximum recyclability. Socially, it supports employee engagement, educational programs, and local community initiatives. Governance includes adherence to Sarbanes-Oxley, robust financial controls, and an IT Governance Committee - Environmental goals include **90%** recyclable materials, audited suppliers, maximized packaging recyclability, and energy-efficient facilities[143](index=143&type=chunk) - Social responsibilities involve employee engagement surveys, support for educational programs (CTE/STEM), and active local community participation[145](index=145&type=chunk) - Governance adheres to Sarbanes-Oxley, with self-audited and externally audited financial controls, risk mitigations, and an IT Governance Committee[146](index=146&type=chunk) [Uyghur Forced Labor Prevention Act](index=29&type=section&id=Uyghur%20Forced%20Labor%20Prevention%20Act) The company ensures full compliance with the Uyghur Forced Labor Prevention Act (UFLPA), which prohibits imports from China's Xinjiang Uyghur Autonomous Region presumed to be made with forced labor. All suppliers are verified to ensure no products fall under the prohibited goods clause - The UFLPA prohibits imports from China's Xinjiang Uyghur Autonomous Region due to presumed forced labor[147](index=147&type=chunk) - The company has ensured all its suppliers are in full compliance with the UFLPA, and none of its products are prohibited[147](index=147&type=chunk) [Business Risks](index=29&type=section&id=Business%20Risks) The company faces various business risks, including decreased product demand due to competition and economic conditions, high dependence on a limited number of customers and third-party manufacturers, and vulnerability to governmental actions like tariffs. Other risks include supply chain delays, intense competition, seasonality of outdoor product sales, intellectual property infringement, product liability claims, inflation, loss of credit agreements, cybersecurity breaches, and the failure to maintain effective internal controls [Risks Related to Our Business](index=29&type=section&id=Risks%20Related%20to%20Our%20Business) Key business risks include potential decreases in product demand, significant reliance on a limited number of customers (top ten customers represent 98% of sales), and dependence on third-party manufacturers and suppliers, which exposes the company to increased costs, delays, and supply chain disruptions. Governmental actions like tariffs, competition, seasonality, product liability, and inflation also pose significant threats - The top ten customers represented **98%** of total sales for the nine months ended May 31, 2025, with the single largest customer accounting for **38%**[150](index=150&type=chunk) - Reliance on third-party manufacturers creates risks of increased costs, manufacturing/shipping delays, and supply interruptions due to geopolitical events or operational issues[153](index=153&type=chunk)[154](index=154&type=chunk) - Governmental actions, such as tariffs (e.g., **95%** on Chinese steel products), can adversely impact product availability and cost, reducing margins and competitiveness[157](index=157&type=chunk) - Outdoor product sales are highly seasonal, with the majority of revenues and income occurring during the third and fourth fiscal quarters, making them vulnerable to adverse weather[160](index=160&type=chunk) [Risks Related to Our Common Shares](index=34&type=section&id=Risks%20Related%20to%20Our%20Common%20Shares) Risks related to common shares include potential dilution from future asset acquisitions or business combinations paid with common shares, and the possibility of new stock distributions causing dilution or a change in control. The limited trading volume of common stock (average daily volume of 8,300 shares for the nine months ended May 31, 2025) can lead to difficulty in trading and price volatility - Future acquisitions or business combinations paid with common shares could dilute current shareholders' ownership percentage[169](index=169&type=chunk) - New stock distributions could have rights, preferences, or privileges senior to existing shares, or cause a change in control[170](index=170&type=chunk) - The limited average daily trading volume of **8,300** shares for the nine months ended May 31, 2025, could make it difficult for investors to trade common stock and lead to price volatility[171](index=171&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exposed to interest rate risk due to its asset-based line of credit, where interest rates fluctuate based on the prime rate. It also faces foreign currency risk, although currently small, which may increase with international sales expansion and foreign contract manufacturers - The company's interest expense is sensitive to changes in U.S. interest rates, as its line of credit interest rate is computed at prime rate plus **4.75%** (**12.25%** as of May 31, 2025)[173](index=173&type=chunk) - As of May 31, 2025, the company had borrowed **$2,422,305** under its line of credit, exposing it to increased interest payments with rising rates[173](index=173&type=chunk) - Foreign currency risk is currently small but may increase with expansion of international sales and use of foreign contract manufacturers[174](index=174&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the Principal Executive Officer and Principal Financial Officer, concluded that the company's disclosure controls and procedures were effective as of May 31, 2025. There were no material changes in internal control over financial reporting during the most recently completed fiscal quarter - Disclosure controls and procedures were evaluated and deemed effective as of May 31, 2025, ensuring timely and accurate reporting[175](index=175&type=chunk) - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[176](index=176&type=chunk) [PART II – OTHER INFORMATION](index=35&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section provides additional information not covered in the financial statements, including legal proceedings, equity sales, market risks, and controls [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company settled an arbitration case against a former distributor in September 2023, receiving a $2,450,000 cash payment. There are no other known material active or pending legal proceedings against the company - The company settled an arbitration for **$2,450,000** in October 2023, ruling in its favor on most claims[177](index=177&type=chunk) - No other material active or pending legal proceedings are known against the company[178](index=178&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No disclosure is required for this item [Item 3. Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No disclosure is required for this item [Item 4. Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) No disclosure is required for this item [Item 5. Other Information](index=35&type=section&id=Item%205.%20Other%20Information) During the quarter ended May 31, 2025, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or plan for the purchase or sale of company securities - No Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the quarter ended May 31, 2025[179](index=179&type=chunk) [Item 6. Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the Chief Executive Officer and Chief Financial Officer, and XBRL taxonomy documents - Exhibits include certifications from the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[180](index=180&type=chunk) - XBRL Instance Document and Taxonomy Extension documents are also filed[180](index=180&type=chunk)

Financial Data and Key Metrics Changes - Revenue for Q2 2025 was $9.1 million compared to $8.2 million in Q2 2024, representing a year-over-year increase of 11% [29] - Net loss for Q2 2025 was $0.6 million or $0.16 per share, compared to net income of $0.5 million or $0.15 per share in Q2 2024 [35] - Gross margins for Q2 2025 were 22.1% compared to 24.1% in Q2 2024 and 23.3% in Q1 2025, indicating a decrease primarily due to a shift in sales mix to lower margin products [33][34] Business Line Data and Key Metrics Changes - Sales of metal fencing products increased due to the ongoing load-in of new lifetime steel post in-store displayers [30] - Wood fencing product sales decreased due to material constraints compared to the same period last year [31] - Sales in the pet products segment declined due to inventory congestion, although online sales for several pet products have started to pick up recently [21][32] Market Data and Key Metrics Changes - Sales at the Greenwood operating segment increased by 31% to $1.1 million compared to $0.9 million in Q2 2024, driven by tariff uncertainty accelerating customer purchases [24][31] - Inventory balances were reduced by 23% to $14.9 million at February 28, 2025, from $17.6 million at February 29, 2024 [36] Company Strategy and Development Direction - The company is focused on four key areas: growth drivers, product innovation, supply chain, and operational efficiency [40] - The successful growth in the metal fence category and traction of My Eco World products validate the execution of the strategic focus [40] - The company is enhancing systems, improving processes, and expanding supply sourcing to better serve customers [10] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges posed by the rapidly changing geopolitical landscape impacting importers [41] - The company is optimistic about the potential positive impact from supply chain strategies initiated two years ago, which have diversified sourcing and reduced dependence on a single supplier [19] - Future growth initiatives, particularly in the metal fence category, are expected to offset softness in the pet solutions business [33] Other Important Information - The company has no long-term debt and has access to a $6 million revolving line of credit for seasonal working capital needs [37] - The carrying balance of the seed facility is less than $600,000, with plans to monetize the asset for shareholder value [25][26] Q&A Session Summary Question: Why haven't executives purchased shares in the open market? - Management often faces restrictions on purchasing shares due to material information, which is a factor to consider [44] Question: Are there any additional questions? - No further questions were submitted during the session [45]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2025 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________ COMMISSION FILE NUMBER 000-19954 JEWETT-CAMERON TRADING COMPANY LTD. (Exact Name of Registrant as Specified in its Charter) BRITISH COLUMBI ...

Revenue and Sales Performance - Q1 2025 revenue was $9.3 million, a decrease from $9.8 million in Q1 2024, with metal fencing product sales increasing by 19% and wood fencing product sales increasing by 4%[6] - Sales decreased by 5.5% to $9,267,001 in Q3 2024 compared to $9,805,841 in Q3 2023[18] Gross Profit and Margins - Gross profit margins for Q1 2025 were 18.3%, down from 19.9% in Q1 2024, primarily due to higher shipping and logistic costs[7] - Gross profit declined by 13.4% to $1,693,902 in Q3 2024 from $1,956,081 in Q3 2023[18] Operating Expenses - Operating expenses for Q1 2025 were $2.6 million, a decrease from $2.7 million in Q1 2024, due to reduced professional fees and operational efficiencies[8] - Operating expenses decreased by 7% to $2,552,047 in Q3 2024 from $2,745,305 in Q3 2023[18] Net Income and Loss - Net loss for Q1 2025 was $(0.7) million or $(0.19) per share, compared to net income of $1.3 million or $0.37 per share in Q1 2024, primarily due to a one-time settlement in the prior year[10] - Net loss of $658,717 in Q3 2024 compared to net income of $1,291,541 in Q3 2023[18] - Basic loss per share was $0.19 in Q3 2024 compared to earnings per share of $0.37 in Q3 2023[18] Inventory and Asset Management - Inventory balances decreased by 23% to $13.5 million at November 30, 2024, from $17.5 million at November 30, 2023[11] - Inventory increased by $334,304 in Q3 2024 versus a decrease of $825,631 in Q3 2023[19] - The company listed an 11.6-acre property in Hillsboro, Oregon, for sale at $9 million, with a book value of $566,022[5] Product Launches and Market Expansion - The company doubled the number of in-store Lifetime Steel Post (LTP) displayers to nearly 200 by the end of November 2024, driving year-over-year growth in the fence portion of the Pet, Fencing, and Other segment[5] - The company launched the new Adjust-A-Gate® Unlimited, a low-profile complete gate kit, designed for flexibility and customization[5] - MyEcoWorld® compostable bin liners and pet waste bags are scheduled for in-store placement at multiple grocery chains in 2025, with initial success in North America[5] Financial Position and Cash Flow - The company has no long-term debt and total stockholders' equity at November 30, 2024, was $24.2 million, or $6.90 per share[11] - Operating cash flow was negative $1,777,476 in Q3 2024 versus positive $4,632,031 in Q3 2023[19] - Cash position decreased by $1,813,976 to $3,039,391 at end of Q3 2024 from $4,853,367 at start of period[19] Accounts Receivable and Interest - Accounts receivable increased by $514,895 in Q3 2024 compared to a decrease of $2,269,494 in Q3 2023[19] - Interest income was $21,998 in Q3 2024 versus interest expense of $6,855 in Q3 2023[18]

Operating Performance - Operating results for the three-month period ended November 30, 2024, are not indicative of the results for the fiscal year ending August 31, 2025, as the company's performance is seasonal [77]. - For the three months ended November 30, 2024, sales decreased by 5% to $9,267,001 compared to $9,805,841 in the same period of 2023 [116]. - Gross margin for the quarter was 18.3%, down from 19.9% in the prior year, primarily due to higher shipping and logistics costs [121]. - Operating loss for the quarter was ($858,145), compared to a loss of ($789,224) for the same quarter in 2023 [123]. - Net loss for the quarter was ($658,717), or ($0.19) per share, compared to net income of $1,291,541, or $0.37 per share, in the prior year [126]. Sales and Product Performance - The Pet, Fencing, and Other segment is less sensitive to economic downturns, with sales peaking between February and August due to seasonal demand [79]. - Metal fence product sales increased by 19% in the first quarter compared to the same period in fiscal 2024, driven by the expansion of in-store display units [105]. - Sales of metal fencing products increased by 19% due to new in-store displayers, while pet product sales declined by 31% [117]. - The company is focused on increasing sales through strategic personnel realignment and new product innovations [110]. - For the fiscal quarter ended November 30, 2024, the top ten customers represented 98% of total sales, with the largest customer accounting for 40% [146]. Inventory and Financial Position - Current ratio as of November 30, 2024, was 8.79, with a cash position of $3.04 million [111]. - Inventory increased slightly to $13,491,547, up from $13,157,243, reflecting ongoing challenges in the pet products segment [128]. - Accounts receivable collection period (DSO) increased to 41 days from 31 days year-over-year [130]. Strategic Initiatives - The company engaged Continental Sales & Marketing, Inc. to manage in-store displays and increase online presence, enhancing distribution opportunities [106]. - The company is exploring new suppliers in Bangladesh, Vietnam, Malaysia, and Taiwan to mitigate risks associated with tariffs on Chinese imports [109]. - The company is exploring potential re-zoning of its JCSC property, currently listed for sale at $9,000,000 [89]. Product Development - The Adjust-A-Gate® Unlimited, a new product launched in December 2024, features patented anti-sag technology and accommodates gate sizes up to 72 inches high and 84 inches wide [107]. - MyEcoWorld® sustainable and Post-Consumer Recycled (PCR) bags are gaining traction, with compostable bin liners and pet waste bags scheduled for in-store placement in multiple grocery chains during calendar 2025 [108]. Risks and Challenges - The company is exposed to interest rate risk, with interest computed at the prime rate plus 4.75%, with a floor of 11% [163]. - The company relies on third-party manufacturers for substantially all products, which poses risks related to supply chain disruptions [147]. - Inflation has increased direct costs for raw materials, manufacturing, shipping, and logistics, impacting profitability [151]. - The company faces significant competition, which could reduce demand for its products and affect revenue [148]. - Seasonal demand for outdoor products is highly affected by weather conditions, impacting sales during spring and summer [152]. Compliance and Internal Controls - The company has ensured compliance with the Uyghur Forced Labor Prevention Act, preventing the import of products made with forced labor [142]. - The company has completed a management assessment of internal controls and did not identify any material weaknesses [157]. Other Information - The company completed the closure of its JCSC seed subsidiary effective August 31, 2023, and is currently working to sell the remaining equipment and property [88][89]. - The company has a line of credit with Northrim providing up to $6,000,000 for operating capital, which is set to expire on June 30, 2025 [155]. - The average daily trading volume of the company's common stock was approximately 4,700 shares for the fiscal year ended August 31, 2024, and 7,500 shares for the fiscal quarter ended November 30, 2024 [161]. - The company owns 7 US Patents and has 1 patent application pending related to its fencing products, which provides a competitive advantage [81].

NORTH PLAINS, Ore., Oct. 08, 2024 (GLOBE NEWSWIRE) -- Jewett-Cameron Trading Company Ltd. ("Jewett-Cameron") (Nasdaq: JCTCF), a company committed to innovative products that enrich outdoor spaces, is changing its NASDAQ trading symbol for its common shares. The trading symbol is changing from "JCTCF" to "JCTC", effective October 9, 2024. Since Jewett-Cameron completed its initial SEC registration and subsequent NASDAQ listing in 1996, the trading symbol has been JCTCF. The "F" as the fifth character denotin ...

Believes that the Board should immediately begin exploring Strategic Alternatives to maximize Shareholder value The Performance of the stock has been abysmal Profitability has collapsed over the past 3 years Insiders own less than 1% of the outstanding stock No insider has purchased a single share of stock in 10 years – an unequivocal vote of "no confidence" in the business LOUISVILLE, Ky, Sept. 3, 2024 /PRNewswire/ -- Jewett-Cameron Trading Company LTD. Attn: The Board of Directors 32275 N.W. Hillcrest P.O ...

NORTH PLAINS, Ore., Aug. 20, 2024 /PRNewswire/ -- Jewett-Cameron Trading Company Ltd. (NASDAQ: JCTCF) has successfully launched in-store merchandiser displays in major home improvement retailers for their integrated steel framework for wood fences. These displays were successfully trialed during our fiscal third quarter, expanded into more stores throughout the summer, with additional regions scheduled to be added in a larger roll-out during our first quarter which begins September 1, 2024. In the spring of ...

NORTH PLAINS, Ore., Aug. 8, 2024 /PRNewswire/ -- Jewett-Cameron Company (NASDAQ: JCTCF) is pleased to announce the appointment of Mike Siuda as Vice President of Sales and Marketing. With a distinguished career spanning over three decades in the building products industry, Mike brings a proven track record of successfully growing sales to Jewett-Cameron. Mike Siuda's familiarity with big box home center retailers and the professionals they supply will serve Jewett Cameron's product mix well. Most recently M ...