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What changed in JEWETT CAMERON TRADING CO LTD's 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of JEWETT CAMERON TRADING CO LTD's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+327 added209 removedSource: 10-K (2025-12-01) vs 10-K (2024-11-20)

Top changes in JEWETT CAMERON TRADING CO LTD's 2025 10-K

327 paragraphs added · 209 removed · 100 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeThese new tariffs are a response to what the USTR considers to be certain unfair trade practices by China. The tariffs began at 10%, and subsequently were increased to 25% as of May 10, 2019. A number of our products manufactured in China remain subject to duties of 25% when imported into the United States.
Biggest changeBeginning in 2018, the Office of the United States Trade Representative (“USTR”) instituted new tariffs on the importation of a number of products into the United States from China. These initial tariffs were a response to what the USTR considers to be certain unfair trade practices by China.
In this Annual Report, the “Company”, “Jewett-Cameron”, “we”, “our” and “us” refer to Jewett-Cameron Trading Company Ltd. and its subsidiaries. Our operations are classified into three reportable operating segments and the parent corporate and administrative segment, which were determined based on the nature of the products we offer along with the markets being served.
In this Annual Report, the “Company”, “Jewett-Cameron”, “we”, “our” and “us” refer to Jewett-Cameron Trading Company Ltd. and its subsidiaries as applicable. Our operations are classified into three reportable operating segments and the parent corporate and administrative segment, which were determined based on the nature of the products we offer along with the markets being served.
We completed our purchase of the full global trademark rights for Adjust-A-Gate® and filed its registration with the US Patent and Trademark Office in February 2023. As of the close of fiscal 2024, the Company owns 7 US Patents and 1 patent application pending in the US, CA, and MX pertaining to its fencing products.
We completed our purchase of the full global trademark rights for Adjust-A-Gate® and filed its registration with the US Patent and Trademark Office in February 2023. As of the close of fiscal 2025, the Company owns 7 US Patents and 1 patent application pending in the US, CA, and MX pertaining to its fencing products.
ITEM 1. BUSINESS Forward-Looking Statements This Annual Report on Form 10-K for the fiscal year ended August 31, 2024 (“Annual Report”) contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995.
ITEM 1. BUSINESS Forward-Looking Statements This Annual Report on Form 10-K for the fiscal year ended August 31, 2025 (“Annual Report”) contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995.
Fencing Products Our fencing business crafts durable, functional fencing solutions that bolster security, privacy, and beauty. Our primary products include: · The Adjust-A-Gate® family of products are straightforward, lifelong solutions that eliminates measurement issues. Complete steel frame gate kits to perfectly fit openings for wood fences and never sag.
Fencing Products Fencing represents our largest product line. Our fencing business crafts durable, functional fencing solutions that bolster security, privacy, and beauty. Our primary products include: · The Adjust-A-Gate® family of products are straightforward, lifelong solutions that eliminates measurement issues. Complete steel frame gate kits to perfectly fit openings for wood fences and never sag.
Our segments are as follows: · Pet, Fencing and Other · Industrial wood products · Seed processing and sales · Corporate and administrative services Total Company sales were $47.1 million and $54.3 million during fiscal years ended August 31, 2024 and 2023, respectively.
Our segments are as follows: · Pet, Fencing and Other · Industrial wood products · Seed processing and sales · Corporate and administrative services Total Company sales were $41.3 million and $47.1 million during fiscal years ended August 31, 2025 and 2024, respectively.
Industrial Wood Products - Greenwood Greenwood is a wholesale distributor of a variety of specialty wood products. Current products are focused on the transportation industry. Greenwood’s total sales for fiscal 2024 and 2023 were 8% and 5%, respectively, of total Company sales.
Industrial Wood Products - Greenwood Greenwood is a wholesale distributor of a variety of specialty wood products. Current products are focused on the transportation industry. Greenwood’s total sales for fiscal 2025 and 2024 were 9% and 8%, respectively, of total Company sales.
Sold under the MyEcoWorld® brand, it is making a tangible, positive difference to the planet by working to reduce conventional single-use plastic in our daily lives. We offer two types of bag products. The Compostable bags are made with 30% corn.
Sustainable Products Our Sustainable and Post-Consumer Recycled (“PCR”) bag products are sold under the MyEcoWorld® brand. It is making a tangible, positive difference to the planet by working to reduce conventional single-use plastic in our daily lives. We offer two types of bag products. The Compostable bags are made with 30% corn.
The Company’s operations are classified into four segments: Pet, Fencing and Other; Industrial wood products; Seed processing and sales; and corporate and administrative services. 2 Pet, Fencing and Other Operating Segment We have concentrated on building a customer base for lawn, garden, and pet related products.
The Company’s operations are classified into four segments: Pet, Fencing and Other; Industrial wood products; Seed processing and sales; and corporate and administrative services. Pet, Fencing and Other Operating Segment We have concentrated on building a customer base for lawn, garden, and pet related products. Fencing is our largest component of this segment.
Regular operations at JCSC ended effective August 31, 2023, but some seed storage operations continued through July 2024 in order to provide customers time to obtain alternative storage arrangements. The entire seed inventory was sold in early October 2023, and the remaining equipment is in the process of being sold.
Regular operations at JCSC ended effective August 31, 2023, but some seed storage operations continued through July 2024 in order to provide customers time to obtain alternative storage arrangements. The entire seed inventory was sold in early October 2023.
Most of this segment’s sales were derived from selling seed to distributors with a lesser amount of sales derived from cleaning seed. During the fiscal year ended August 31, 2023, the Company decided to close its JCSC seed subsidiary effective August 31, 2023.
Most of this segment’s sales were derived from selling seed to distributors with a lesser amount of sales derived from cleaning seed. During the fiscal year ended August 31, 2023, the Company decided to close its JCSC seed subsidiary effective August 31, 2023. During fiscal year 2024, JCSC sold all of its seed inventory and all the moveable equipment.
Inventory buildup occurs until the start of the season in February and then gradually declines to seasonal low levels at the end of the summer. Our wood products, distributed through JCC, are not unique and are available from multiple suppliers and retail outlets.
The home improvement business is seasonal, with higher levels of sales occurring between February and August. Inventory buildup occurs until the start of the season in February and then gradually declines to seasonal low levels at the end of the summer. Our wood products, distributed through JCC, are not unique and are available from multiple suppliers and retail outlets.
In July 2024, we listed the JCSC property for sale or lease. The combined size of the buildings is approximately 109,500 square feet. One of the buildings is specialized for the seed industry, while most are metal warehouse buildings with power, allowing a wide array of possible uses.
We have listed the JCSC property for sale or lease. The surplus property consists of 11.6 acres of land and 109,500 square feet of buildings. One of the buildings is specialized for the seed industry, while most are metal warehouse buildings with power, allowing a wide array of possible uses.
Some of the JCSC personnel were moved to different positions within the Company as management has prioritized career development and retention whenever possible. In September 2024, we announced the successful conclusion of an 18-month search and evaluation process to identify and evaluate potential new suppliers.
Some of the JCSC personnel were moved to different positions within the Company as management has prioritized career development and retention whenever possible. In September 2024, we announced the successful conclusion of an 18-month search, evaluation, and onboarding process establishing new suppliers. We have historically sourced the majority of our metal products from a single factory in China.
By segment these employees were located as follows: JCC 40 (2023 40) Greenwood 2 (2023 1), JCSC 0 (2023 8), and JC USA 20 (2023 -19). At the end of fiscal 2023, we ceased regular operations at JCSC.
By segment these employees were located as follows: JCC 32 (2024 40) Greenwood 2 (2024 2), and JC USA 11 (2024 - 20). At the end of fiscal 2023, we ceased regular operations at JCSC. Four of the JCSC employees were transferred to JCC, and the remainder were terminated and offered transition assistance.
Also, the Company’s single largest customer was responsible for 36% and 35% of total Company sales for the years ended August 31, 2024 and August 31, 2023 respectively. Employees As of August 31, 2024 we had 62 full-time employees (August 31, 2023 68 full-time employees).
Also, the Company’s two largest customers were responsible for 74% and 67% of total Company sales for the years ended August 31, 2025 and August 31, 2024, respectively. Employees As of August 31, 2025 we had 45 full-time employees (August 31, 2024 62 full-time employees).
As of August 31, 2024 and November 19, 2024, there were 3,504,802 common shares outstanding. Our common shares are listed on the NASDAQ Capital Market in the United States with the symbol “JCTC”. The common shares formerly traded under the symbol “JCTCF” until October 9, 2024. Our fiscal year ends on August 31 st .
As of August 31, 2025 and December 1, 2025, there were 3,518,119 common shares outstanding. Our common shares are listed on the NASDAQ Capital Market in the United States with the symbol “JCTC”. Our fiscal year ends on August 31 st .
With a top handle for easy transport and a divider panel for flexible space, they offer durability and convenience. · Lucky Dog® Exercise Pens provide a secure space for pets with sturdy, rust-resistant wire construction.
With a top handle for easy transport and a divider panel for flexible space, they offer durability and convenience. · Lucky Dog® Exercise Pens provide a secure space for pets with sturdy, rust-resistant wire construction. Featuring a step-thru door, tool-free setup, and fold-flat design for easy storage, these pens are perfect for both indoor and outdoor use.
The waterproof polyester cover offers UPF 50+ protection and is designed for ultimate comfort. · Lucky Dog® Outdoor Kennel Covers provide durable, waterproof protection with UPF 50+ sun defense.
Our primary pet products are: · Lucky Dog® STAY Series Studio Kennels built with long-lasting steel frames and powder coated finish. The waterproof polyester cover offers UPF 50+ protection and is designed for ultimate comfort. · Lucky Dog® Outdoor Kennel Covers provide durable, waterproof protection with UPF 50+ sun defense.
Perfect for crowd control, job site security, outdoor events, enclosed storage areas and more. · Cedar fencing is a premium softwood known for its unique blend of beauty and durability. Its natural resistance to decay enhances its longevity, while its ease of cutting, sawing, and nailing with standard tools makes it a preferred choice for versatile applications.
Perfect for crowd control, job site security, outdoor events, enclosed storage areas and more. · Cedar fencing is a premium softwood known for its unique blend of beauty and durability.
Products manufactured in and imported from these countries are not subject to the China-specific tariffs, but may be subject to other duties and fees that are typically much lower than the current 25% tariff on Chinese manufactured metal products. 7 Customer Concentration The top ten customers were responsible for 88% and 88% of total Company sales for the years ended August 31, 2024 and August 31, 2023, respectively.
Products manufactured in and imported from these countries were not subject to the China-specific tariffs, but were subject to other duties and fees that are typically much lower than the then 25% tariff on Chinese manufactured metal products.
The property is currently zoned “Rural Industrial” (RIND), which allows for use of the existing property, or development of the site, as approved by Washington County. We are exploring the potential to re-zone the property, or revise the existing code, to expand the list of permitted uses. The listed sale price of the property is $9,000,000.
The property is currently zoned “Rural Industrial” (RIND), which allows for use of the existing property, or development of the site, as approved by Washington County.
We have historically sourced the majority of our metal products from a single factory in China. Under our new strategic sourcing program, we now have suppliers located in Canada, Bangladesh, Vietnam, Malaysia, and Taiwan in addition to our original sources in China.
Under our new strategic sourcing program, we now have suppliers located in Bangladesh and Vietnam in addition to our original source in China.
This is the current asking price, and there is no guarantee the property will sell for this amount.
Therefore, we relisted the property at a reduced listing price of $7.223 million. This is the current asking price, and there is no guarantee the property will sell for this amount, if at all.
Narrative Description of Business We are committed to improving the lives of professionals and do-it-yourselfers with innovative products that enrich outdoor spaces in their quality, performance, and ease to work with.
The products from our new suppliers meet our quality standards with competitive pricing, but also mitigate to some extent the current 85% tariff rates as of November 10, 2025 from China placed on various Chinese made steel products imported into the United States. 2 Narrative Description of Business We are committed to improving the lives of professionals and do-it-yourselfers with innovative products that enrich outdoor spaces in their quality, performance, and ease to work with.
As of November 19, the number of our full-time employees is 53. None of our employees are represented by unions. Jewett-Cameron Trading Company Ltd. has no direct employees, and our CEO and CFO are employed by JC USA.
We continue to evaluate our ongoing staffing needs, and during fiscal 2024 and 2025 we reduced our number of employees to better align with our current business operations and development. None of our employees are represented by unions. Jewett-Cameron Trading Company Ltd. has no direct employees, and our CEO and CFO are employed by JC USA.
The annual weather plays an important part in year-to-year sales volatility and specific crop demand. We ended regular operations at JCSC effective August 31, 2023 and have sold all of our remaining seed inventory and are working to sell the remaining JCSC equipment. Seed storage operations continued through July, 2024.
JCSC processed and distributed agricultural seed. Most of this segment’s sales came from selling seed to distributors with a lesser amount of sales derived from cleaning seed. We ended regular operations at JCSC effective August 31, 2023 and have sold all of our remaining seed inventory. Seed storage operations continued through July 2024.
During fiscal 2024, we engaged suppliers in countries outside of China, including Bangladesh, Vietnam, Malaysia, Taiwan, and Canada.
The tariffs began at 10%, and subsequently were increased to 25% as of May 2019. Prior to fiscal 2024, our metal products were primarily manufactured in China and subject to the full 25% tariff rate. During fiscal 2024, we engaged suppliers in countries outside of China, including Bangladesh, Vietnam, Malaysia, and Taiwan.
Tariffs Our metal and other products have historically been mostly manufactured in China and are imported into the United States. The Office of the United States Trade Representative (“USTR”) instituted new tariffs on the importation of a number of products into the United States from China effective September 24, 2018.
We do not intend to provide further updates on these discussions unless and until a definitive agreement is reached. Tariffs Our metal and other products have historically been mostly manufactured in China and are imported into the United States.
Pet Products Our Lucky Dog® brand is dedicated to keeping pets safe and happy with exceptional quality, long-lasting products that put your pet first. Our primary pet products are: · Lucky Dog® STAY Series Studio Kennels built with long-lasting steel frames and powder coated finish.
Its natural resistance to decay enhances its longevity, while its ease of cutting, sawing, and nailing with standard tools makes it a preferred choice for versatile applications. 4 Pet Products Our Lucky Dog® brand is dedicated to keeping pets safe and happy with exceptional quality, long-lasting products that put your pet first.
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The products from our new suppliers meet our high-quality standards with competitive pricing, but also mitigate the current 25% tariff rates from China placed on various Chinese made steel products imported into the United States. We expect this program will help us to maintain competitive pricing while enhancing our margins.
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While the original listed sale price of the property was based on both the perceived value of the property and the potential for a rezoning of the property for higher value uses, over the last year, the local economy has weakened and lessened the short-term needs for the local municipalities to create new housing and industrial land.
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Management believes this market is less sensitive to downturns in the U.S. economy than the market for new home construction as its products serve both new and existing home and pet owners. However, the home improvement business is seasonal, with higher levels of sales occurring between February and August.
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Company Strategy We began fiscal 2025 with a positive outlook and a focus on continuing to lower costs, increase sales, improve margins, introduce innovative products and monetize surplus assets.
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JCSC processed and distributed agricultural seed. Most of this segment’s sales came from selling seed to distributors with a lesser amount of sales derived from cleaning seed. Sales of seed has seasonality, but it is most affected by weather patterns in multiple parts of the United States that utilize cyclical planting.
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However, due primarily to the volatility and uncertainty created by the introduction of various tariffs since February 2025 and the large purchases of lumber inventory in support of one of our larger customers, our goals to grow and return to profitability in fiscal 2025 were not achieved.
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Featuring a step-thru door, tool-free setup, and fold-flat design for easy storage, these pens are perfect for both indoor and outdoor use. 4 Sustainable Products Our newest product category is Sustainable and Post-Consumer Recycled (“PCR”) bag products.
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Accordingly, management and the Board have reformulated our strategic plan to combat the challenges encountered during fiscal 2025, and focus on our core strengths during this difficult period. We intend to concentrate our resources on our successful fencing product lines while monetizing non-core assets and disposing of excess inventory.
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JCSC has sold all of its seed inventory and is in the process of selling the segment’s remaining equipment. Company Strategy Management continues to focus on multiple strategies to lower costs, increase sales and improve profitability.
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Management and the Board are also evaluating strategic alternatives for the Company as well as its individual operating segments and assets that prioritize the Company’s overall value. 5 Our current strategy includes: · Focus on our fencing products and increase sales and improve margins; · Dispose of excess inventory; · Monetize non-core assets; · Improve operational efficiencies and cost structures; and · Seek collaborative alliances and business partnerships where appropriate.
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These strategies include: · Sales Growth · Product Innovation · Operational Efficiency · Monetization of Surplus Assets 5 Driving Sales Growth In-Store Displayer Expansion During the third quarter of fiscal 2024, we successfully trialed new in-store merchandiser displays for Lifetime Steel Post® for wood fences at major home improvement retailers in Southern California.
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Focus on Fencing Fencing remains our largest and most successful product category and will be the primary focus of our operations and expenditure of resources in the near term.
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The initial success of the program was then expanded into more stores throughout the summer of 2024 and totaled over 100 stores by the end of August 2024. The displayers are continuing to roll out into more stores across multiple regions.
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Building on our success with the thousands of deployed in-store display units for our Adjust-A-Gate® products, which have continued to increase visibility of our products in stores and have led to higher sales volumes, we are continuing to roll out additional in-store display units for our Lifetime Steel Post® (LTP) product at major home improvement retailers.
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These displays are located in close proximity to the wood fencing materials and demonstrate the usefulness and durability of the product to those consumers shopping for wood fencing. These Lifetime Steel Post(R) displayers are in addition to our Adjust-A-Gate(R) merchandisers which are thousands of stores.
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The LTP displayers are now in 422 stores, which represents a small fraction of the potential market, both with our existing big box customers and potential new customers in the home improvement and professional market.
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Each Lifetime Steel Post® display contains 96 posts and each Adjust-A-Gate® display contains 20 units and 4 drop rods. A typical fence project may contain 1 or 2 gates and upwards of 24 or more posts. Each display unit will require replenishment throughout the year, which is expected to provide increased reorder demand for each product.
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We are also working to create new in-store displayers for our other fencing products, and tailor these new displayers to better fit in other home improvement retailers that may not have the space available for our current full-size display units. We are also continuing our innovation in this segment as we launched our low-profile Adjust-A-Gate® Unlimited product in 2025.
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To manage the in-store displayer program, the company has partnered with Continental Sales & Marketing, Inc. (“CSM”). CSM is a nationally recognized, multifaceted, strategic business partner with over 49 years of experience with national and regional home improvement retailers.
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Significant growth opportunities remain in the fencing sector, both through the expansion of our existing products into more stores, new sales channels, and through new and improved products. We are developing improvements and enhancements to our existing products, and evaluating outside products from third parties that complement our current product lines and broaden our product offerings.
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CSM has built strong relationships across a wide range of departments at the corporate level of major home centers, co-ops and independent dealers, and are talented at distribution, supply chain and SKU management issues.
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The imposition of worldwide tariffs during 2025 significantly eroded our margins on many products and increased supply chain and logistics costs across the majority of our product lines. The tariffs directly impacted operating costs and had a significant negative impact on overall gross margins.
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CSM will be working to place additional fencing display units with retailers across the country and facilitate the necessary replenishment of each unit as display product is sold.
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In addition, many customers altered their usual purchases and deferred their orders during this period of tariff-related volatility. Many of our customers also refused to immediately accept higher prices for our products which we adjusted in response to the increased costs associated with the tariffs and global trade disruption. This resulted in an overall decrease in sales.
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CSM will also work to increase the online presence of our other products through our retail partners, including key national and regional home improvement retailers, which will provide additional visibility and sales opportunities to expand distribution of our various product lines.
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While the Company took actions to attempt to mitigate these unforeseen events, such as pivoting to alternative suppliers outside of China through an intensive search, evaluation and onboarding process that began two years ago, and reducing headcount by nearly 30%, these measures were not sufficient to withstand the headwinds we faced in 2025.
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Appointment of New Vice-President of Sales and Marketing and Retail Ambassadors In August 2024, we appointed a new Vice President of Sales and Marketing, who has a proven track record of successfully growing sales with productive marketing campaigns, innovative product enhancements and targeted engagement with customers.
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However, we believe that the global economic environment is stabilizing and that customers and supply chain partners are employing reasonable and innovative policies to maintain equilibrium and continuity of commerce. Accordingly, we intend to focus on improving margins on our core fencing products through these reestablished partnerships, new sales channels and by more controlled purchasing management.
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We believe this appointment will help grow our market share, including among the professionals served by our big box home center customers. We intend to increase our efforts to engage with professional contractors and fence installers. Besides increasing direct demand for our products, we also want to equip them to become ambassadors and influencers of our products.
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Dispose of excess inventory Demand for certain of our pet products remains slow as the pet market continues its overall weakness. As a result, we have excess pet inventory at our warehouse. We are working with third-party liquidators to sell this high-quality but slow-moving inventory which will provide us with cash and clear our warehousing costs for these products.
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This will provide us with direct access to the most frequent users of these products to provide ongoing feedback to help with product innovation and solutions. Grow Greenwood Products sales through both existing and new customers The demand for Greenwood’s transit-oriented products has picked up post-pandemic and riders have returned to the office.
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We also currently have about $5 million in excess lumber inventory which we acquired to meet the terms of our contractual obligations under our consignment agreement with a major customer which they did not need before the end of last season.
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Beyond transit, Greenwood’s specialty engineered lumber has multiple uses in multiple markets, including other types of transportation, construction, and industrial sectors.
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Additionally, this customer has since given notice of their intention to transition away from the consignment agreement in calendar 2026. Although the consignment agreement provided us with meaningful revenue, it was of very low margin and profitability. We are currently in negotiations with this customer, as well as other third parties, regarding the purchase of our excess lumber inventory.
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We believe we can grow our sales by expanding our sales efforts to both existing customers as well as to new potential customers in multiple industries outside of transit with the addition of new traders with sales experience across multiple industries.
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Monetize non-core assets Our surplus seed company property remains on the market at a list price of $7.223 million. We have also recently listed our creative laboratory building for sale at a list price of $795,000.
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Expand MyEcoWorld® Distribution Our MyEcoWorld® sustainable and Post Consumer Recycled (PCR) bags have been well received by the marketplace with excellent consumer reviews. Our current sustainable products include compostable bin liners, yard debris bags, and pet waste bags. We also offer lower cost PCR bags. We believe all of these products have excellent performance and are priced competitively.
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As we intend to concentrate our business on fencing and outdoor products, we are presently evaluating all of our non-fence-related products and if they fit within our sharper focus on higher margin products. As a lower margin segment, management and the Board are currently evaluating Greenwood’s industrial wood business and considering strategic alternatives.
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Our strategy is to increase our market penetration through multiple channels. In addition to our relationships with home improvement retailers and large mass merchandise retailers, we have already placed our bags in certain grocery stores and are working to increase our placement in additional grocery chains and more stores within each chain.
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We are also reviewing potential changes to our pet business, as the overall pet industry is expected to remain weak for the foreseeable future. Improve operations and cost structure Over the last several years, we have made significant investments in improving and streamlining our operational capabilities.
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We are also offering a direct to consumer subscription service, where customers can purchase MyEcoWorld® products direct from the Company and have additional products shipped to them directly on a regular schedule.
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We also realigned our workforce within our strategic objectives through the reassignment of some employees to new roles and an overall headcount reduction in 2025 of 27% year-over-year. We will continue to look for cost savings that improve our operations and increase productivity.
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We believe this category has the potential to grow as the demand for high performing sustainable products grows along with the increasing plastic bans being legislated throughout the country. We relaunched the line in fiscal 2024 with our expanded product offerings.
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Since February 2025, the unprecedented rise in tariffs, especially for steel and aluminum products, have substantially increased our product costs and compressed our margins. We have been able to somewhat mitigate a portion of these new tariff costs through our multi-country sourcing initiative.
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Our recent engagement of CSM for sales and marketing support will also include MyEcoWorld®, where their relationships with retailers across the country will help us introduce these products to new stores, including big box retailers.
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As retailers and consumers are becoming acclimated to the tariff-related costs, our customers are increasingly accepting the new prices which will help alleviate a portion of this cost pressure going forward.
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Product Innovation and Development We are committed to continuing to innovate by improving and expanding our existing product lines in addition to adding new products that solve problems, meet unmet needs, and enrich outdoor spaces. We develop new products and improve our existing products through a number of methods.
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We will continue to work with our suppliers and customers to find solutions to these tariff challenges while reducing our costs as much as possible. 6 Seek collaborative alliances and business partnerships As part of management’s and the Board’s strategic plan, the Company will continue to explore potential strategic options to enhance shareholder value.
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Many of our enhancements have originated from suggestions from our customers to improve their experience and to better meet their needs. Our suppliers also help us to improve our products based on their manufacturing experience. We also seek to acquire existing products that complement our current product lines.
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This may include mergers, acquisitions, divestitures, joint ventures and other business collaborations and partnerships. The Company engages from time to time in preliminary discussions with third parties regarding a variety of potential transactions. There can be no assurance that these discussions will result in definitive agreements or the completion of any transaction.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

24 edited+83 added11 removed9 unchanged
Biggest changeAlthough we believe our internal controls are operating effectively, we cannot guarantee that in the future we will not identify any material weaknesses or significant deficiencies in connection with this ongoing process.
Biggest changeAlthough these deficiencies do not rise to the level of material weaknesses and no material weaknesses have been identified, and our disclosure controls and procedures were effective at the reasonable assurance level as of August 31, 2025, our management is undertaking remediation measures to ensure that our disclosure controls and procedures remain effective. 12 However, we cannot guarantee that in the future we will not identify any material weaknesses or significant deficiencies in connection with this ongoing process, which could result in significant expense to remediate any such deficiencies.
We are dependent upon third-party manufacturers and suppliers for substantially all our of products We do not have any manufacturing capabilities and rely on a limited number of contract manufacturers located outside the United States for the majority of our products.
We are dependent upon third-party manufacturers and suppliers for substantially all of our products We do not have any manufacturing capabilities and rely on a limited number of contract manufacturers located outside the United States for the majority of our products.
Such infringements or unfavorable outcomes of litigation would have a negative effect on our business, results of operations, or financial condition. 9 Our products may have issues that could lead to product liability claims The products we manufacture and distribute exposes us to potential product liability risks.
Such infringements or unfavorable outcomes of litigation would have a negative effect on our business, results of operations, or financial condition. Our products may have issues that could lead to product liability claims The products we manufacture and distribute expose us to potential product liability risks.
The majority of our revenues and income from these products occur during our 3 rd and 4 th quarters of our fiscal year. Demand for these products is highly affected by the weather.
The majority of our revenues and income from these products occur during our 3 rd and 4 th quarters of our fiscal year (March through August). Demand for these products is highly affected by the weather.
Our reliance on contract manufacturers involves certain risks, including: · Production disruptions or delays at the factory as a result of political instability, labor unrest, mechanical issues, natural disasters, or pandemic outbreaks; · Capacity constraints; · Inability to control the quality of the finished products; · Inability to control manufacturing and delivery schedules; If our products are delayed or cannot be supplied in a timely manner, we risk losing revenue and customers.
Our reliance on contract manufacturers involves certain risks, including: · Production disruptions or delays at the factory as a result of political instability, labor unrest, mechanical issues, natural disasters, or pandemic outbreaks; · Capacity constraints; · Inability to control the quality of the finished products; · Inability to control manufacturing and delivery schedules; and · Inability to supply products due to increased costs related to imposition of significant tariffs. 9 If our products are delayed or cannot be supplied in a timely manner, we risk losing revenue and customers.
Developing alternate sources of supply for our products that meet our requirements may be time-consuming, difficult, and costly, and we may not be able to source our products on terms that are acceptable to us, or at all, which will have a negative effect on our revenue and financial condition. 8 We face significant competition, which could reduce the demand for our products.
Developing alternate sources of supply for our products that meet our requirements may be time-consuming, difficult, and costly, and we may not be able to source our products on terms that are acceptable to us, or at all, which will have a negative effect on our revenue and financial condition.
These actions could have a negative effect on our business, results of operations, or financial condition. Outdoor product sales are highly seasonal and subject to adverse weather. Our fencing and outdoor products are primarily bought by consumers during the spring and summer.
In addition, high rates of inflation can reduce consumer’s discretionary spending and reduce demand for our products. These actions could have a negative effect on our business, results of operations, or financial condition. Outdoor product sales are highly seasonal and subject to adverse weather. Our fencing and outdoor products are primarily bought by consumers during the spring and summer.
We have completed a management assessment of internal controls as prescribed by Section 404 of the Sarbanes-Oxley Act, which we were required to do in connection with our audit of our financial statements for the year ended August 31, 2024. Based on this process we did not identify any material weaknesses or significant deficiencies.
We have completed a management assessment of internal controls as prescribed by Section 404 of the Sarbanes-Oxley Act, which we were required to do in connection with our audit of our financial statements for the year ended August 31, 2025.
We purchase our products from other vendors and a delay in shipment from these vendors to us could cause significant delays in our delivery to our customers. Such disruptions may include adjustments to ocean shipping schedules, labor strikes or other job-related actions by workers within the supply chain, geopolitical unrest, longshoreman or rail strikes, geopolitical unrest, or government actions.
Such disruptions may include adjustments to ocean shipping schedules, labor strikes or other job-related actions by workers within the supply chain, geopolitical unrest, longshoreman or rail strikes, geopolitical unrest, or government actions. This could result in a decrease in sales orders to us and we would experience a loss in profitability.
The average daily trading volume of our common stock was approximately 4,700 shares on NASDAQ for the fiscal year ended August 31, 2024. With this limited trading volume, investors could find it difficult to purchase or sell our common stock or experience significant volatility in the price of our common stock.
With this limited trading volume, investors could find it difficult to purchase or sell our common stock or experience significant volatility in the price of our common stock.
A successful product liability claim in excess of our insurance coverage could have a material negative effect on our business and financial condition. In addition, it could significantly increase our costs of this insurance on commercially reasonable terms or make it unavailable to us altogether.
A successful product liability claim in excess of our insurance coverage could have a material negative effect on our business and financial condition.
If we are unable to effectively compete with these other products and companies, we would likely lose market share which would result in a decrease in revenue and profitability. We could experience delays in the delivery of our products to our customers causing us to lose business.
Some of these competitors may also have greater financial, manufacturing, and sales and market resources than us. If we are unable to effectively compete with these other products and companies, we would likely lose market share which would result in a decrease in revenue and profitability.
Since the bulk of our products are supplied from other countries, political actions by either our trading country or our own domestic policy could impact both availability and cost of our products. Currently, we see this in regard to tariffs being levied on foreign sourced products entering into the United States, including from China.
Governmental actions, such as tariffs, and/or foreign policy actions could adversely and unexpectedly impact our business. Since the bulk of our products are supplied from other countries, political actions by either our trading country or our own domestic policy could impact both availability and cost of our products.
If common shares are issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. The result of this would be a lessening of each present stockholder’s relative percentage interest in our company. The Company’s common shares currently trade within the NASDAQ Capital Market in the United States.
If common shares are issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. The result of these actions would be a decrease of each present shareholder’s relative percentage interest in our Company. Our stock price may be volatile and you may lose all or a part of your investment.
The financial impact of such an outbreak are outside our control and are not reasonable to estimate but may be significant.
The financial impact of such an outbreak are outside our control and are not reasonable to estimate but may be significant. The costs associated with any outbreak may have an adverse impact on our operations and financial condition and not be fully recoverable or adequately covered by insurance.
When we are able to increase our selling prices, it may be delayed several months after we first incur the higher costs and we may not be able to fully recoup the difference. In addition, high rates of inflation can reduce consumer’s discretionary spending and reduce demand for our products.
Our ability to pass on these higher costs to our customers is limited. When we are able to increase our selling prices, it may be delayed several months after we first incur the higher costs and we may not be able to fully recoup the difference.
Our revenue depends in part on maintaining and growing the sales of our current products in both existing and new markets, but also by improving existing products and developing new products. There is substantial competition among companies in each of our market sectors, and a number of companies market products that compete directly with our products.
We face significant competition, which could reduce the demand for our products. Our revenue depends in part on maintaining and growing the sales of our current products in both existing and new markets, but also by improving existing products and developing new products.
The compromise or failure of our information systems could have a negative effect on our business, results of operations, or financial condition. If we fail to maintain an effective system of internal controls, we may not be able to detect fraud or report our financial results accurately, which could harm our business and we could be subject to regulatory scrutiny.
If we are unable to remediate these deficiencies, or if we experience additional significant deficiencies or material weaknesses and are unable to maintain an effective system of internal controls, we may not be able to detect fraud or report our financial results accurately, which could harm our business, negatively affect investor confidence in the Company, and subject us to regulatory scrutiny.
We cannot control the duration or depth of such actions which may increase our product costs which would in turn reduce our margins and potentially decrease the competitiveness of our products. These actions could have a negative effect on our business, results of operations, or financial condition.
There also exists the possibility of new or increased tariffs being levied on manufactured goods imported into the United States. We cannot control the duration or depth of such actions which may increase our product costs which would in turn reduce our margins and potentially decrease the competitiveness of our products.
If economic conditions deteriorate or if consumer preferences change, we could experience a significant decrease in profitability. If our top customers were lost, we could experience lower sales volumes. For the fiscal year ended August 31, 2024 our top ten customers represented 88% of our total sales, and our single largest customer was responsible for 36% of our total sales.
For the fiscal year ended August 31, 2025 our top ten customers represented 97% of our total sales, Our single largest customer was responsible for 39% of our total sales and our two largest customers were responsible for 74% of total sales in 2025.
Inflation could adversely affect our business Inflation has many impacts on our business, including increasing our direct costs for raw materials, manufacturing, shipping and logistics, labor, and energy. Our ability to pass on these higher costs to our customers is limited.
Additionally, certain of our customers may impose penalties for orders not delivered on time, which could be significant and have a material adverse effect on our margins and financial results. Inflation could adversely affect our business Inflation has many impacts on our business, including increasing our direct costs for raw materials, manufacturing, shipping and logistics, labor, and energy.
Future stock distributions could be structured in such a way as to be 1) diluting to our current shareholders or 2) could cause a change in control to new investors. If we raise additional funds by selling more of our stock, the new shares may have rights, preferences or privileges senior to those of the rights of our existing shares.
If we raise additional funds by selling preferred stock or securities, including debt securities, convertible into shares of our common stock, the new shares may have rights, preferences or privileges senior to those of the rights of our existing common shares.
Current and potential customers may consider these products from our competitors to be superior to or less expensive than our products. Some of these competitors may also have greater financial, manufacturing, and sales and market resources than us.
There is substantial competition among companies in each of our market sectors, and a number of companies market products that compete directly with our products. Current and potential customers may consider these products from our competitors to be superior to or less expensive than our products.
The continuing tariffs by the United States on certain Chinese goods include some of our products that we purchase from suppliers in China. The possibility of new tariffs being levied on manufactured goods imported into the United States from other countries in addition to China also currently exists.
Currently, we see this in regard to tariffs being levied on foreign sourced products entering into the United States, including from China. The continuing tariffs by the United States on certain goods, including steel and aluminum products, in addition to country specific tariffs, including China, has the effect of increasing our costs and negatively affecting our business.
Removed
Risks Related to Our Business We could experience a decrease in the demand for our products resulting in lower sales volumes. In the past we have at times experienced decreasing products sales with certain customers. The reasons for this can be generally attributed to: increased competition; general economic conditions; demand for products; and consumer interest rates.
Added
Risks Related to Our Business Due to the uncertainty of the current global tariff and trade environment, we will require additional cash to fund our operations in the near and longer term Our management must continually evaluate whether there are conditions or events, considered in the aggregate, that raise significant concerns in our ability to manage our cash flow and our business.
Removed
This could result in a decrease in sales orders to us and we would experience a loss in profitability. Governmental actions, such as tariffs, and/or foreign policy actions could adversely and unexpectedly impact our business.
Added
Failure to manage our cash inflows and outflows effectively can have a material adverse impact on our operations, ability to order products in a timely manner, and serve our customers effectively. The recent volatile tariff and global trade situation created many challenges for our ability to effectively manage our supply chain, product costs, customer pricing, and overall operations.
Removed
We could lose our credit agreement and could result in our not being able to pay our creditors.
Added
In light of these developments, we believe that it is essential that we take immediate steps to strengthen our liquidity position to enable us to continue to weather the uncertainties that still exist in the global markets.
Removed
We have a line of credit with Northrim where short-term operating capital will be provided by purchasing our accounts receivable invoices for up to $6,000,000, or as a loan against our inventory for up to $4,000,000, with the maximum amount we can draw under the line of $6,000,000.
Added
Accordingly, our management and Board have reformulated our near-term and long-term strategies, which now focus on strengthening our liquidity position, which may involve selling our real estate assets and excess inventory, as well as increasing our borrowing capacity under our credit line with Northrim or securing alternative financing.
Removed
The maximum draw amount is currently available, and the line will expire on June 30, 2025. If we lost access to credit, or the borrowing costs exceed the likely benefits of our use of such capital, it could negatively affect our ability to acquire inventory to fulfil our customers’ orders and pay our obligations on a timely basis.
Added
We are dependent on our credit line which permits us to borrow funds against accounts receivable and inventory. However, our present borrowing is approaching the maximum allowed under the credit line’s current funding calculations.
Removed
Our information technology systems are susceptible to certain risks, including cyber security breaches, which could adversely impact our operations and financial condition. Our operations involve information technology systems that process, transmit and store information about our suppliers, customers, employees, and financial information.
Added
Although we are in discussions with Northrim to increase the amount of credit available to us, we are still in need of additional funding to bolster our cash availability for the near and long term.
Removed
These systems face threats including telecommunication failures, natural disasters, and cyber security threats, including computer viruses, unauthorized access to our systems, and other security issues.
Added
There can be no assurance that these discussions will result in an increase in borrowing capacity, which, if it does not, would have a material adverse effect on our ability to operate our business in the normal course and significantly impact our ability to order product for the upcoming Spring selling season, which would in turn negatively impact our operations, our ability to develop and execute our business plan, our financial condition, our liquidity and our continuation as a going concern will be subject to a high degree of risk and uncertainty. 7 We need additional funding to shield us from the continuing challenges that have severely impacted us and other companies as a result of the recent tariff and global economic situation, execute our business plan and continue operations in the normal course.
Removed
While we have taken aggressive steps to implement security measures to protect our systems and initiated an ongoing training program to address many of the primary causes of cyber threat with all our employees, such threats change and morph almost daily. There is no guarantee our actions will secure our information systems against all threats and vulnerabilities.
Added
If capital is not available to us when, and in the amounts needed, we could be required to liquidate our inventory and assets at below market prices, delay purchasing of products, or cease or curtail operations, which could materially harm our business, financial condition and results of operations.
Removed
The costs associated with any outbreak may have an adverse impact on our operations and financial condition and not be fully recoverable or adequately covered by insurance. 10 Risks Related to Our Common Shares We may decide to acquire assets or enter into business combinations, which could be paid for, either wholly or partially with our common shares and if we decide to do this our current shareholders would experience dilution in their percentage of ownership.
Added
There can be no assurance that we will be able to raise the capital when we need it to continue our operations.
Removed
Our Articles of Incorporation give our Board of Directors the right to enter into any contract without the approval of our shareholders. Therefore, our management could decide to make an investment (buy shares, loan money, etc.) without shareholder approval.
Added
Any substantial doubt about our ability to continue as a going concern may affect the price of our common stock, may impact our relationship with third parties with whom we do business, including our customers, vendors, lenders and employees, and may impact our ability to raise additional capital.
Removed
If we acquire an asset or enter into a business combination, this could include exchanging a large amount of our common shares, which could dilute the ownership interest of present shareholders.
Added
Needed financing may not be available to us on acceptable terms, or at all. Our ability to obtain additional financing will be subject to several factors, including market conditions, our operating performance and investor sentiment and any financial or operating covenants required. These factors may make the timing, amount, terms or conditions of additional financing unattractive, even if available.
Added
If we cannot generate sufficient funds from operations or raise additional capital on a timely basis when needed, our growth or operations could be impeded and our ability to continue as a going concern would be materially impacted.
Added
We have substantial liquidity needs and may not be able to obtain sufficient liquidity to operate in the normal course and if we cannot satisfy our liquidity needs, we may be forced to seek protection under the bankruptcy code. Although we have reduced our capital budget, our business remains capital intensive.
Added
In addition to the cash requirements necessary to fund ongoing operations, we need to purchase inventory in anticipation of our upcoming Spring selling season. If we cannot submit and pay for purchase orders in a timely manner, our ability to provide product and satisfy demand may be impaired.
Added
We can provide no assurance that our current liquidity is sufficient to allow us to continue to operate our business or meet our projected operating needs or that we will be able to raise needed capital through real estate, inventory and assets sales.
Added
In the event we cannot obtain additional capital or alternative financing on acceptable terms, we may need to reduce the scale of our operations, which may result in curtailing non-profitable business lines and business lines that do not contribute significantly to profitability.
Added
If we cannot obtain sufficient liquidity to operate in the normal course, we may be forced to seek protection under the U.S. Bankruptcy Code, including initiating liquidation proceedings thereunder, in which event, our business operations would continue, but under the supervision of the bankruptcy court.
Added
It is possible that a trustee would be appointed or elected by creditors to liquidate our assets for distribution in accordance with the priorities established by the bankruptcy code.
Added
We have a history of operating losses and may not be able to achieve or sustain profitability in the future; we are substantially dependent on our ability to successfully market and sell our products at reasonable margins. We have, in recent years, operated at a loss and have been highly dependent on sales of higher margin products.
Added
However, the imposition of significant tariffs on goods manufactured in most countries outside the U.S. has substantially eroded historical and projected margins, and in some cases, have resulted in costs that could not be passed on as price increases.
Added
Our prospects for achieving and sustaining profitability in the future will depend primarily on how successful we are in increasing sales, prices and margins. If we are not successful in executing our business plan, we may not achieve or sustain profitability and even if we do so, we may not meet sales and margin expectations.
Added
Also, even if we are successful in executing our business plan, our ability to achieve and sustain profitability in the future will also depend on our ability to manage our operating costs, and profitability may fluctuate from period to period due to our level of investments in sales and marketing, promotional activities, inventory purchases and timing of supply chain logistics and payments. 8 Our restructurings and associated organizational changes may not adequately reduce our expenses and our inability to satisfy our liquidity needs, may lead to additional workforce attrition, and may cause operational disruptions.
Added
We have recently experienced workforce attrition in various functions across our business, which may be attributable to our prior corporate restructurings, our current business circumstances, a combination of both, or other factors.
Added
Our efforts to adjust our operations with the reduced workforce may not be successful in preventing disruption to our business, and with the reduced workforce, we lack redundancy in important functions across our business. We are increasingly relying on the services of contract sales representatives or other similar arrangements in response to substantial sales force attrition.
Added
Further loss of one or more of our key employees, additional loss of multiple employees in particular functions, and/or our inability to attract replacement or additional qualified personnel could substantially impair our ability to operate our business and implement our business plan, which would have a material adverse effect on our business and financial condition, as well as our stock price.
Added
In the event we are unable to satisfy our liquidity needs, we may experience employee attrition, and our employees may face considerable distraction and uncertainty. A loss of key personnel or material erosion of employee morale could adversely affect our business and results of operations.
Added
Our ability to engage, motivate and retain key employees or take other measures intended to motivate and incentivize key employees will be limited.
Added
The loss of services of members of our senior management team and other key employees could impair our ability to execute our business strategies and implement operational initiatives, which may have a material adverse effect on our business, cash flows, liquidity, financial condition and results of operations.
Added
These actions could have a negative effect on our business, results of operations, or financial condition. We also face uncertainty in the interpretation of new tariffs and their applicability, including with respect to customs valuation, product classification and country-of-origin determinations.
Added
Although we and our suppliers seek to comply with applicable customs laws and regulations, the application of rules regarding new tariffs can be subject to varying interpretations or future re-interpretations. It is possible that U.S. or other relevant authorities could, upon review or audit, disagree with the valuation, rules of origin or classification methods applied to certain products.
Added
Any such disagreement could result in the retroactive assessment of additional duties with interest, the imposition of penalties, or other enforcement actions without the ability to mitigate such penalties, thereby adversely affecting our operations or financial results.
Added
Furthermore, certain of our competitors may be better positioned than us to withstand or react to border taxes, tariffs or other restrictions on global trade and as a result, we may lose market share to such competitors.
Added
Due to broad uncertainty regarding the timing, content and extent of any regulatory changes in the U.S. or abroad, we cannot predict with certainty the impact, if any, that these changes could have to our business, financial condition and results of operations.
Added
However, the imposition of various tariffs since February 2025 has had a significant negative impact on our costs, margins and financial condition. If our top customers were lost, we could experience lower sales volumes.
Added
We could experience delays in the delivery of our products to our customers causing us to lose business. We purchase our products from other vendors and a delay in shipment from these vendors to us could cause significant delays in our delivery to our customers.
Added
In addition, it could significantly increase our costs of this insurance on commercially reasonable terms or make it unavailable to us altogether. 10 We depend on sophisticated information technology systems to operate our business and a cyberattack or other breach of these systems, or a system error, could have a material adverse effect on our business and results of operations.
Added
We are increasingly and substantially dependent upon information technology systems and infrastructure to operate our business. In the ordinary course of our business, we collect, store, process, and transmit sensitive data on our networks and systems, including our proprietary or confidential business information and personal information with respect to our employees, customers, and our business partners.
Added
In the ordinary course of our business, this type of data is also collected, stored, processed, and transmitted on the networks and systems of business partners and vendors from whom we purchase software and/or technology-based services.
Added
The size and complexity of our and third-party information technology systems and infrastructure, and their connection to the Internet, make such systems potentially vulnerable to service interruptions, system errors leading to data loss, data theft, unauthorized disclosure, and/or cyberattacks.
Added
These incidents could result from inadvertent or intentional actions or omissions by our employees and consultants, or those of our business partners and vendors, or from the actions of third parties with criminal or other malicious intent.
Added
Notwithstanding our efforts to combat cyber threats, including through the use of third party software, consultants and monitoring agents, as with most other companies, our information technology systems have been, and will likely continue to be, subject from time to time to computer viruses, malicious codes, unauthorized access, and other forms of cyberattack, and we expect the sophistication and frequency of such efforts to continue to increase.
Added
We are increasingly relying on the networks and systems of third-party vendors as we seek to migrate the storage and processing of business and other information from our own computer servers and networks to “cloud”-based storage and software systems and services maintained by third-party vendors.
Added
While we believe there are potential cost savings and other benefits from this migration strategy, we do not control how third-party vendors maintain their networks and systems, what technology they implement to protect their systems from cyber-attack or other malicious behavior, or what corrective or remedial measures they would take in response to service issues or a criminal or other malicious attack.
Added
Also, many of these vendors are large, well-known technology companies that maintain substantial volumes of information for a large number of companies, and whose systems may therefore be larger targets for criminal or other malicious actors as compared to our own networks and systems.
Added
Accordingly, our migration to third-party networks and system could increase the risk that business and other information maintained by us could be subject to a breach, theft, unauthorized disclosure, or other forms of cyberattacks even if we are not specifically targeted.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Removed
ITEM 1C. CYBERSECURITY Risk Management and Strategy We currently manage our cybersecurity risk through our IT consultants in a variety of practices that are applicable to all users of our information technology and information assets, including our officers, directors, employees, vendors and contractors. Our cyber risk management programs are designed to identify, assess, manage, mitigate, and respond to cybersecurity threats.
Added
ITEM 1C. CYBERSECURITY Risk Management and Strategy Our Board recognizes the critical importance of maintaining the trust and confidence of our customers, suppliers, business partners and employees. Our Board and our Audit Committee are actively involved in oversight of our risk management program, and cybersecurity represents an important component of our overall approach to enterprise risk management (“ERM”).
Removed
We utilize a combination of technology and active monitoring that are integrated within our enterprise risk management network system to promote security awareness and prevent security incidents that are consistent with recognized standards and practices for information technology and cyber security.
Added
Our cybersecurity policies, standards, processes, and practices are fully integrated into our ERM program and are based on recognized frameworks and applicable established industry standards.
Removed
Our process for addressing risk aligns with industry standards as outlined in the NIST Cybersecurity Framework and NIST Risk Management Framework. The performance and effectiveness of our cybersecurity program are also tested on a regular schedule by outside consulting third-party experts.
Added
In general, we seek to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur. 14 As one of the critical elements of our overall ERM approach, our cybersecurity program is focused on the following key areas: • risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise information technology environment; • technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security procedures; • training and awareness programs for employees that include periodic and ongoing assessments to drive adoption and awareness of cybersecurity processes and procedures; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management process for service providers, suppliers, and vendors.
Removed
We have not experienced any material cybersecurity incidents or identified any material cybersecurity threats that have affected or are reasonably likely to materially affect us, our business strategy, results of operations or financial condition.
Added
Notwithstanding the measures we have put in place internally and through third party industry experts, on October 15, 2025, we learned that a threat actor had gained unauthorized access to portions of our information technology (“IT”) environment and claimed to have unlawfully accessed certain Company information and data.
Removed
Our Chief Financial Officer is responsible for assessing and managing our cyber risk management program and informs senior management regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents. Governance The Audit Committee of the Board of Directors is responsible for overseeing risks related to cybersecurity.
Added
We immediately activated our cyber incident response plan to contain the intrusion, assess and investigate the incident and implement remedial measures. We also immediately notified law enforcement, including the Federal Bureau of Investigation (FBI), and retained external cybersecurity experts to assist.
Removed
Our Chief Executive Officer and Chief Financial Officer are responsible for assessing and managing risks and incidents relating to cybersecurity threats. They report any material findings and recommendations, if any, to the Audit Committee and the Board of Directors. 11
Added
Based on our investigation to date, we believe that the cybersecurity incident consisted of unauthorized access and deployment of encryption and monitoring software by a third party to a portion of our internal corporate IT systems.
Added
The incident caused disruptions and limitation of access to portions of our business applications supporting aspects of our operations and corporate functions, which we voluntarily took offline as a precautionary measure.
Added
Based on the information reviewed to date, we believe the unauthorized activity has been contained and we were able to bring the impacted portions of our IT systems and individual computer devices back online and operate at full capacity within a week of detection of the unauthorized access.
Added
Although we ascertained that certain information was exfiltrated, we are still investigating the extent of compromise of any sensitive information contained within the accessed IT systems. However, it is believed that the threat actors unlawfully accessed certain computer systems and exfiltrated images of video meetings and computer screens that may contain sensitive information.
Added
The threat actors released a portion of this information publicly and that of some of our vendors and customers since we had not acceded to their demand for a monetary payment. However, we do not believe that the threat actor was able to infiltrate the computer systems of any of our customers or vendors.
Added
We have taken additional cybersecurity measures in response to this incident including closing off the point of unlawful access and bolstering our cyber defensive capabilities. We believe that there will be additional costs associated with these activities but that the disruption to our operations and the costs associated with our cybersecurity experts will largely be covered by adequate insurance.
Added
However, there can be no assurance that our insurance carriers will accept liability under these policies, in which event, we would be compelled to pay the expenses of our cyber experts directly, which would increase our costs and have a material adverse effect on our future financial performance.
Added
As the investigation of the incident is ongoing, the full scope, nature and ultimate impact of the incident are not yet completely known. We have no current evidence that any personally identifiable information of any employees, customers, suppliers or vendors has been compromised, but our analysis and review of the potential compromised systems and data is continuing.
Added
Governance Our Board is engaged in the oversight of cybersecurity threat risk management. Additionally, the Audit Committee regularly receives updates on cybersecurity risks and the security and operations of our information technology systems from our Chief Financial Officer.
Added
The Board and the Audit Committee also receive prompt and timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed. Management is responsible for developing cybersecurity programs.
Added
Our expertise in IT and cybersecurity generally has been gained from a combination of education, best practices and prior experience. They are informed by their respective cybersecurity teams about, and monitor, the prevention, detection, mitigation and remediation of cybersecurity incidents as part of the cybersecurity programs described above.
Added
As evidenced by the cybersecurity incident described above, no combination of defensive measures are infallible. However, we are confident that we have established robust and reasonable measures and defenses consistent with industry standards and our Company’s operations and use of internet-related systems.
Added
While this landscape is continually changing, we attempt to be knowledgeable and flexible with regard to the protection of our data and that of our partners. 15

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAt that time, the Company exercised its option to buy the land and building for a total cost of $150,946. In fiscal 2020, we renovated this building into an innovation center which focuses on new product development. The property associated with JCSC, which is owned, consists of 11.6 acres of land, 105,000 square feet of buildings, rolling stock, and equipment.
Biggest changeAt that time, the Company exercised its option to buy the land and building for a total cost of $150,946. In fiscal 2020, we renovated this building into an innovation center which focuses on new product development.
It was used for seed processing and storage. It is located at 31345 NW Beach Road, Hillsboro, Oregon, which is adjacent to North Plains, Oregon. With the closure of JCSC’s business, the property is considered surplus to our needs and is currently listed for sale or lease.
It was used for seed processing and storage. It is located at 31345 NW Beach Road, Hillsboro, Oregon, which is adjacent to North Plains, Oregon. With the closure of JCSC’s business, the property is considered surplus to our needs and is currently listed for sale or lease at a listing price of $7,223,000.
A 12,000 square foot warehouse expansion was completed in fiscal 2017 which we are using for several new product lines. In fiscal 2021, we completed the conversion of 2,000 square feet of older warehouse space into 4,000 square feet of office and meeting space on two levels.
A 12,000 square foot warehouse expansion was completed in fiscal 2017. In fiscal 2021, we completed the conversion of 2,000 square feet of older warehouse space into 4,000 square feet of office and meeting space on two levels.
Added
The Company has since moved the operations formerly located in this building into its executive office space, and has recently listed this building for sale at a listing price of $795,000. The property associated with JCSC, which is owned, consists of 11.6 acres of land, 105,000 square feet of buildings, rolling stock, and equipment.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAdditionally, any litigation to which we may become subject could also require significant involvement of our senior management and may divert management’s attention from our business and operations. In fiscal 2021, we initiated arbitration against a former distributor asserting a breach of the distribution agreement and seeking damages.
Biggest changeAdditionally, any litigation to which we may become subject could also require significant involvement of our senior management and may divert management’s attention from our business and operations. We are not currently involved in any significant legal proceedings. In fiscal 2021, we initiated arbitration against a former distributor asserting a breach of the distribution agreement and seeking damages.
MINE SAFETY DISCLOSURES --- No Disclosure Necessary --- 12 PART II
MINE SAFETY DISCLOSURES --- No Disclosure Necessary --- 16 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+1 added0 removed2 unchanged
Biggest changeTable No. 1 NASDAQ Capital Market Common Shares Trading Activity (US Dollars) Period Ended Volume High Low Closing Monthly September 2024 140,000 $ 5.00 $ 4.35 $ 4.98 August 2024 70,300 4.72 3.86 4.61 July 2024 151,200 5.24 4.01 4.10 June 2024 98,300 5.69 4.70 4.85 May 2024 161,100 5.50 5.16 5.36 April 2024 100,000 5.69 4.58 5.23 Quarterly Three months ended August 31, 2024 319,800 $ 5.69 $ 3.86 $ 4.61 Three months ended May 31, 2024 289,000 5.71 4.58 5.36 Three months ended February 29, 2024 301,000 6.35 4.89 5.27 Three months ended November 30, 2023 261,100 4.99 4.50 4.86 Three months ended August 31, 2023 471,700 $ 5.62 $ 3.70 $ 4.52 Three months ended May 31, 2023 206,500 5.90 4.67 4.65 Three months ended February 28, 2023 296,200 5.98 4.95 5.50 Three months ended November 30, 2022 274,800 6.54 4.85 5.08 Annually Fiscal year ended August 31, 2024 1,170,900 $ 6.35 $ 3.86 $ 4.61 Fiscal year ended August 31, 2023 1,249,200 6.54 3.70 4.52 Fiscal year ended August 31, 2022 842,000 13.74 5.50 6.36 Fiscal year ended August 31, 2021 1,305,400 12.00 7.23 10.60 Fiscal year ended August 31, 2020 455,600 8.78 5.00 7.55 Holders Computershare Investor Services Inc. which is located in Vancouver, British Columbia, Canada is the registrar and transfer agent for our common shares.
Biggest changeTable No. 1 NASDAQ Capital Market Common Shares Trading Activity (US Dollars) Period Ended Volume High Low Closing Monthly September 2025 326,800 $ 3.71 $ 3.39 $ 3.44 August 2025 286,500 4.02 3.46 3.61 July 2025 351,900 3.96 3.32 3.50 June 2025 63,600 3.96 3.71 3.73 May 2025 107,600 4.15 3.49 3.84 April 2025 330,200 4.70 3.26 3.95 Quarterly Three months ended August 31, 2025 702,000 $ 4.02 $ 3.32 $ 3.61 Three months ended May 31, 2025 576,200 4.92 3.26 3.95 Three months ended February 28, 2025 501,200 5.41 4.06 4,62 Three months ended November 30, 2024 472,800 5.08 3.97 4.28 Three months ended August 31, 2024 319,800 $ 5.69 $ 3.86 $ 4.61 Three months ended May 31, 2024 289,000 5.71 4.58 5.36 Three months ended February 29, 2024 301,000 6.35 4.89 5.27 Three months ended November 30, 2023 261,100 4.99 4.50 4.86 Annually Fiscal year ended August 31, 2025 2,252,200 $ 5.41 $ 3.26 $ 3.61 Fiscal year ended August 31, 2024 1,170,900 6.35 3.86 4.61 Fiscal year ended August 31, 2023 1,249,200 6.54 3.70 4.52 Fiscal year ended August 31, 2022 842,000 13.74 5.50 6.36 Fiscal year ended August 31, 2021 1,305,400 12.00 7.23 10.60 Holders Computershare Investor Services Inc. which is located in Vancouver, British Columbia, Canada is the registrar and transfer agent for our common shares.
Purchases of equity securities by the issuer and affiliated purchasers We have not repurchased any common shares during the years ended August 31, 2024 or August 31, 2023. ITEM 6. [RESERVED]
Purchases of equity securities by the issuer and affiliated purchasers We have not repurchased any common shares during the years ended August 31, 2025 or August 31, 2024. ITEM 6. [RESERVED]
On November 14, 2024 there were 29 registered shareholders and 3,504,802 shares of our common shares outstanding. 13 Dividends We have not declared any dividends since incorporation and we do not anticipate that we will do so in the foreseeable future. Our present policy is to retain earnings for use in our operations and expansion of our business.
On November 20, 2025 there were 30 registered stockholders and 3,518,119 of our common shares outstanding. Dividends We have not declared any dividends since incorporation and we do not anticipate that we will do so in the foreseeable future. Our present policy is to retain earnings for use in our operations and expansion of our business.
There are no current restrictions that limit our ability to pay dividends on common equity or that are likely to do so in the future. Any dividends paid by us to U.S. shareholders would be subject to Canadian withholding tax. Recent Sales of Securities: Use of Proceeds from Securities We have not sold securities in the last three fiscal years.
Any dividends paid by us to U.S. stockholders would be subject to Canadian withholding tax. 17 Recent Sales of Securities: Use of Proceeds from Securities We have not sold securities in the last three fiscal years.
Added
There are no current restrictions that limit our ability to pay dividends on common equity or that are likely to do so in the future.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

36 edited+84 added54 removed10 unchanged
Biggest changeFor the Year Ended August 31, 2024 First Second Third Fourth Full Quarter Quarter Quarter Quarter Year Sales $ 9,806 $ 8,229 $ 15,896 $ 13,214 $ 47,145 Gross profit 1,956 2,065 2,951 1,912 8,884 Net income (loss) 1,292 (534 ) 155 (191 ) 722 Basic earnings per share $ 0.37 $ (0.15 ) $ 0.04 $ (0.05 ) $ 0.21 Diluted earnings per share $ 0.37 $ (0.15 ) $ 0.04 $ (0.05 ) $ 0.21 For the Year Ended August 31, 2023 First Second Third Fourth Full Quarter Quarter Quarter Quarter Year Sales $ 12,578 $ 8,143 $ 18,946 $ 14,622 $ 54,289 Gross profit 2,860 1,921 4,413 3,053 12,247 Net income (loss) (74 ) (972 ) 735 290 (21 ) Basic earnings per share $ (0.02 ) $ (0.28 ) $ 0.21 $ 0.08 $ (0.01 ) Diluted earnings per share $ (0.02 ) $ (0.28 ) $ 0.21 $ 0.08 $ (0.01 ) * Fiscal 2024 quarterly per share earnings were calculated using weighted average number of common shares outstanding as of August 31, 2024 of 3,504,802 (2023 3,498,899).
Biggest changeFor the Year Ended August 31, 2025 First Second Third Fourth Full Quarter Quarter Quarter Quarter Year Sales $ 9,267 $ 9,055 $ 12,605 $ 10,371 $ 41,298 Gross profit 1,694 1,816 1,889 853 6,252 Net (loss) (659 ) (573 ) (650 ) (2,248 ) (4,130 ) Basic (loss) per share $ (0.19 ) $ (0.16 ) $ (0.18 ) $ (0.65 ) $ (1.18 ) Diluted (loss) per share $ (0.19 ) $ (0.16 ) $ (0.18 ) $ (0.65 ) $ (1.18 ) For the Year Ended August 31, 2024 First Second Third Fourth Full Quarter Quarter Quarter Quarter Year Sales $ 9,806 $ 8,229 $ 15,896 $ 13,214 $ 47,145 Gross profit 1,956 2,065 2,951 1,912 8,884 Net income (loss) 1,292 (534 ) 155 (191 ) 722 Basic earnings (loss) per share $ 0.37 $ (0.15 ) $ 0.04 $ (0.05 ) $ 0.21 Diluted earnings (loss) per share $ 0.37 $ (0.15 ) $ 0.04 $ (0.05 ) $ 0.21 * Fiscal 2025 quarterly per share earnings were calculated using weighted average number of common shares outstanding as of August 31, 2025 of 3,512,975 (2024 3,504,802).
Management has discussed with the Audit Committee the development, selection and disclosure of accounting estimates used in the preparation of the consolidated financial statements. Recent Accounting Pronouncements Management has reviewed the new accounting guidance and determined that there is not a material impact on our financial statements. 20
Management has discussed with the Audit Committee the development, selection and disclosure of accounting estimates used in the preparation of the consolidated financial statements. Recent Accounting Pronouncements Management has reviewed the new accounting guidance and determined that there is not a material impact on our financial statements.
The segments are as follows: · Pet, Fencing and Other · Industrial wood products · Seed processing and sales · Corporate and administrative services Sales, income before taxes, assets, depreciation and amortization, capital expenditures, and interest expense by segment are shown in the financial statements under Note 12 “Segment Information.” Quarterly Results The following table summarizes quarterly financial results in fiscal 2024 and fiscal 2023.
The segments are as follows: · Pet, Fencing and Other · Industrial wood products · Seed processing and sales · Corporate and administrative services Sales, income before taxes, assets, depreciation and amortization, capital expenditures, and interest expense by segment are shown in the financial statements under Note 12 “Segment Information.” Quarterly Results The following table summarizes quarterly financial results in fiscal 2025 and fiscal 2024.
Our ability to pass through all of the current increase in our product costs to our customers is somewhat limited and occur after such costs are first incurred. Although management is working to mitigate such cost increases through the new sourcing agreements and modifying logistic agreements, we expect that our gross margins will remain under pressure in fiscal 2025.
Our ability to pass through all of the current increase in our product costs to our customers is somewhat limited and occur after such costs are first incurred. Although management is working to mitigate such cost increases through the new sourcing agreements and modifying logistic agreements, we expect that our gross margins will remain under pressure in fiscal 2026.
The increases in interest rates as a result of the higher level of inflation in the US economy experienced beginning in calendar 2021 and continuing through 2024 has also had a negative effect on our interest expense charged on any borrowing on our lines of credit.
The increases in interest rates as a result of the higher level of inflation in the US economy experienced beginning in calendar 2021 and continuing through fiscal 2025 has also had a negative effect on our interest expense charged on any borrowing on our lines of credit.
As of August 31, 2023, accounts receivable and inventory represented 97% of current assets and 80% of total assets. Our customers continue to pay on-time, with almost all of our outstanding receivables classified as current.
Accounts receivable and inventory represented 91% of current assets and 78% of total assets as of August 31, 2025. As of August 31, 2024, accounts receivable and inventory represented 74% of current assets and 61% of total assets. Our customers continue to pay on time, with almost all of our outstanding receivables classified as current.
For the fiscal year ended August 31, 2024, the accounts receivable collection period or DSO was 28 days compared to 38 days for the year ended August 31, 2023.
For the fiscal year ended August 31, 2025, the accounts receivable collection period or DSO was 34 days compared to 28 days for the year ended August 31, 2024. Inventory turnover for the year ended August 31, 2025 was 151 days compared to 151 days for the year ended August 31, 2024.
Calculation of the interest rate was based on the one-month Secured Overnight Financing Rate (SOFR) plus 157 basis points, which as of August 31, 2023 was 6.88% (5.31% + 1.57%). Indebtedness under the line as of August 31, 2023 was $1,259,259. All amounts borrowed under this line of credit were repaid in full during fiscal 2024.
Calculation of the interest rate was based on the one-month Secured Overnight Financing Rate (SOFR) plus 157 basis points, which as of August 31, 2023 was 6.88% (5.31% + 1.57%). Indebtedness under the line as of August 31, 2023 was $1,259,259.
Uyghur Forced Labor Prevention Act The Uyghur Forced Labor Prevention Act (“UFLPA”) is a US Federal Law which became effective on June 21, 2022. As enforced by U.S.
See also Item 1C. Cybersecurity for more information. 25 Uyghur Forced Labor Prevention Act The Uyghur Forced Labor Prevention Act (“UFLPA”) is a US Federal Law which became effective on June 21, 2022. As enforced by U.S.
The maximum total draw the Company may borrow under the line is $6,000,000. Interest is computed at the prime rate plus 4.75% with floor of 11% and is secured by certain or our assets. The line expires on June 30, 2025. There have been no borrowings to date under this line of credit.
The maximum total draw the Company may borrow under the line is $6,000,000. Interest is computed at the prime rate plus 4.75% with floor of 11% and is secured by certain or our assets. The line was renewed in June 2025 and now expires on June 30, 2026.
Under the terms of the agreement, Northrim will provide short-term operating capital by either purchasing the Company’s accounts receivable invoices (“AR invoices”) or as a loan against our inventory position.
Short-term and Long-term Debt During fiscal 2024, we established a borrowing agreement with Northrim Funding Services (“Northrim”). Under the terms of the agreement, Northrim will provide short-term operating capital by either purchasing the Company’s accounts receivable invoices (“AR invoices”) or as a loan against our inventory position.
The interest rate on our current line of credit is computed using the Prime Interest Rate, which has risen from 3.25% in January 2022 to approximately 7.75% in November 2024. There are no amounts outstanding under this line of credit.
The interest rate on our current line of credit is computed using the Prime Interest Rate, which has risen from 3.25% in January 2022 to approximately 7.50% in August 2025.
The land is on a corner lot situated at a major interchange immediately adjacent to US Highway 26, which is one of the region’s busiest roadways. The land is currently zoned with a rural industrial classification, but the Company is exploring the potential to re-zone the property, or revise the existing code, to expand the list of permitted uses.
The land is currently zoned with a rural industrial classification but is well situated on a corner lot at a major interchange immediately adjacent to US Highway 26 in Hillsboro, Oregon, which is one of the region’s busiest roadways.
We regularly provide employees with a corporate engagement survey to benchmark their engagement, satisfaction, and ideas for change. We support educational programs that build the future workforce through active participation in regional and statewide organizations, including the CTE/STEM Employer Coalition and assisting teachers to connect traditional school subjects to practical job site applications.
We support educational programs that build the future workforce through active participation in regional and statewide organizations, including the CTE/STEM Employer Coalition and assisting teachers to connect traditional school subjects to practical job site applications. We also actively participate in the local community, supported by a Corporate Charitable Giving Charter.
Sales for JCSC in fiscal 2024 were $86,274 compared to sales of $2,464,153 in fiscal 2023. JCSC had operating income of $36,310 in fiscal 2024 compared to an operating loss of ($251,261) in fiscal 2023. The fiscal 2024 revenue was derived from the sale of the remaining seed inventory and seed storage.
Seed Processing and Sales - JCSC During fiscal 2023, we decided to close JCSC effective August 31, 2023. Sales for JCSC in fiscal 2025 were $Nil compared to sales of $86,274 in fiscal 2024, with fiscal 2024 operating income of $36,310. The fiscal 2024 revenue was derived from the sale of the remaining seed inventory and seed storage.
The increase in cash is related to the decline in accounts receivable and inventory. Prepaid expenses, which is mostly deposits paid for future inventory, increased slightly as we ordered additional fencing inventory for the anticipated need to replenish the in-store display units being rolled out in additional stores.
Prepaid expenses, which are mostly deposits paid for future inventory, increased slightly as we ordered additional metal fencing inventory for the anticipated need to replenish the in-store display units being rolled out in additional stores. Accounts payable increased by $272,185 to $1,510,173 from $1,237,988 which is related to the timing of payments due to suppliers.
We also actively participate in the local community, supported by a Corporate Charitable Giving Charter. Governance As a public company, our processes are outlined and governed by multiple regulations, including the Sarbanes-Oxley Act of 2002. Our financial controls are mapped, executed, self-audited as well as regularly audited by outside experts as part of our annual process.
Governance As a public company, our processes are outlined and governed by multiple regulations, including the Sarbanes-Oxley Act of 2002. Our financial controls are mapped, executed, self-audited and regularly audited by outside experts as part of our annual process. We have established risk mitigations that allow for condensed reviews of risks and impacts with our systems in place.
Income tax expense for fiscal 2024 was $82,070 compared to income tax expense of $63,097 in fiscal 2023. The Company calculates income tax expense based on combined federal and state rates that are currently in effect.
Income tax expense for fiscal 2025 was ($244,068) compared to income tax expense of ($82,070) in fiscal 2024. The Company calculates income tax expense based on combined federal and state rates that are currently in effect. Net loss in fiscal 2025 was ($4,130,092), or ($1.18) per share, compared to net income of $721,753, or $0.21 per share, for fiscal 2024.
OTHER MATTERS Contractual Obligations and Commercial Commitments We currently have no material contractual obligations or commercial commitments other than to suppliers of products or services in the ordinary course of business. Inflation Since fiscal 2021, a number of product costs have increased substantially, including raw materials, energy, and transportation/logistical related costs. These higher costs have negatively affected our gross margins.
Inflation Since fiscal 2021, a number of product costs have increased substantially, including raw materials, energy, and transportation/logistical related costs. These higher costs have negatively affected our gross margins.
Prior to June 2024, we had a line of credit of $5,000,000 with U.S. Bank, which was reduced from $10,000,000 in February 2024. The line was secured by an assignment of accounts receivable and inventory.
As of August 31, 2025, the Company had outstanding borrowings of $2,101,835 under the line. As of November 28, 2025, the Company had outstanding borrowings of $4,304,853 under the line. Prior to June 2024, we had a line of credit of $5,000,000 with U.S. Bank,. The line was secured by an assignment of accounts receivable and inventory.
Packaging is designed to maximize recyclability and re-use and minimize non-recycled materials, and all waste materials in our own facilities are segregated to maximize recycling. Our facilities have replaced high energy consumption infrastructure with energy efficient HVAC and lighting during our most recent remodel. Active products and designs utilize either recycled or non-petroleum-based plastics to enhance recycling and composting.
Our facilities have replaced high energy consumption infrastructure with energy efficient HVAC and lighting during our most recent remodel. Active products and designs utilize either recycled or non-petroleum-based plastics to enhance recycling and composting. This includes the recently introduced compostable dog waste bag, a plant-based product that is less reliant on fossil fuels used in traditional plastic bags.
Corporate JC USA JC USA, the holding company that provides professional and administrative services for the wholly-owned operating subsidiaries had operating income of $894,325 in fiscal 2024 compared to operating income of $962,459 in fiscal 2023. The results of JC USA are inter-company transactions and are eliminated on consolidation.
We have disposed of the remaining seed inventory and equipment and have listed the surplus JCSC land and buildings for sale. Corporate JC USA JC USA, the holding company that provides professional and administrative services for the wholly owned operating subsidiaries, had operating income of $365,552 in fiscal 2025 compared to operating income of $894,325 in fiscal 2024.
Other income of $2,450,000 in fiscal 2024 was from the successfully settled arbitration case against one of our former distributors. Other items recorded in the current fiscal year include a gain on sale of assets of $90,787, which largely is due to the sale of JCSC equipment, and net interest income of $33,446.
For fiscal 2025, other income was $306, gain on sale of property, plant, and equipment was $800, and interest expense was ($136,504) which is primarily due to interest paid for our borrowing against our line of credit. For fiscal 2024, other income of $2,450,000 was from the successfully settled arbitration case against one of our former distributors.
The largest changes affecting working capital is an increase in cash to $4,853,367 from $83,696, a decrease in accounts receivable of $1,966,109 to $3,668,815 from $5,634,924, a decrease in inventory of $5,181,805 to $13,157,243 from $18,339,048, and an increase in prepaid expenses of $260,902 from $630,788 to $891,690. Prepaid income taxes also increased to $50,326 from $Nil.
The largest changes affecting working capital are a decrease in cash to $226,213 from $4,853,367, an increase in inventory of $2,728,346 to $15,885,589 from $13,157,243, and an increase in prepaid expenses to $1,000,439 from $891,690. Prepaid income taxes also increased to $180,151 from $50,326. The decrease in cash is primarily related to the increase in inventory.
Sales comparisons between the current year and the prior year were also affected by a large one-time order for kennels in fiscal 2023. The following table shows a breakdown between the pet, fencing and other categories in this segment.
The following table shows a breakdown between the pet, fencing and other categories in this segment.
During the year, our prior bank line of credit expired on June 30, 2024 and a new asset-based line has been established with Northrim Funding Services (“Northrim”). Under the terms of the agreement, Northrim will provide short-term operating capital by either purchasing the Company’s accounts receivable invoices (“AR invoices”) or as a loan against our inventory position.
As of August 31, 2025, we had borrowed $2,101,835 against our credit line with Northrim Funding Services (“Northrim”). Under the current terms of the agreement, Northrim provides short-term operating capital by either purchasing the Company’s accounts receivable invoices or as a loan against our inventory position. The maximum we may borrow against the line is $6,000,000.
The sum of the quarterly earnings per share may not equal the full year earnings per share due to the use of the full year’s weighted average share figure and rounding. 14 RESULTS OF OPERATIONS Fiscal 2024 was a year of transition for the Company.
The sum of the quarterly earnings per share may not equal the full year earnings per share due to the use of the full year’s weighted average share figure and rounding. 18 RESULTS OF OPERATIONS Our fiscal 2025 results were disappointing, as we are challenged by the increasing import tariffs, continued negative consumer sentiment, and certain operational matters discussed below.
This also aligns with one of our three value pillars: stewardship. 19 Environmental For our products, the goal is that 90% of materials can be recycled. Our suppliers are audited to strict commercial and fair practice standards, including our own supplier qualifications regarding facilities, capacity, labor practices, and environmental awareness.
We strive to operate and grow in a way that honors our environment and relationships for the long term. This also aligns with one of our three value pillars: stewardship. Environmental For our products, the goal is that 90% of materials can be recycled.
This includes the recently introduced compostable dog waste bag, a plant-based product, that is less reliant on fossil fuels used in traditional plastic bags. We also dedicate a percentage of sales to support environmental cleanup efforts. Social Our social responsibilities include cultural standards of operations and values which we establish in conjunction with our employees.
We also dedicate a percentage of sales to support environmental cleanup efforts. Social Our social responsibilities include cultural standards of operations and values which we establish in conjunction with our employees. We regularly provide employees with a corporate engagement survey to benchmark their engagement, satisfaction, and ideas for change.
Pet, Fencing and Sustainable Products - JCC Sales for JCC in fiscal 2024 were $43,330,737 compared to sales of $49,219,224, which represents a decline of $5,888,487, or 12%. Demand for our pet products remains weak, which reflects the current trend in the entire pet product industry.
The weighted number of shares outstanding were 3,512,975 in fiscal 2025 and 3,503,221 in fiscal 2024. Pet, Fencing and Sustainable Products - JCC Sales for JCC in fiscal 2025 were $37,495,349 compared to sales of $43,330,737 for fiscal 2024, which represents a decline of $5,835,388, or 13%.
Accounts payable fell by $943,206 to $1,237,988 from $2,181,194 which is related to the timing of payments due to suppliers. Accrued liabilities declined by $711,812 to $1,401,382 from $2,113,194. Bank indebtedness, which is from our prior line of credit and has primarily been used to acquire inventory, was $1,259,259 as of August 31, 2023.
Accrued liabilities declined by $317,770 to $1,083,612 from $1,401,382. Deferred tax assets declined to $3 from $341,029. Bank indebtedness, which is from our line of credit, was $2,101,835 as of August 31, 2025 (August 31, 2024 - $Nil). The amounts borrowed under the line have primarily been used to acquire inventory.
Sales in Millions of Dollars Percent of Total Sales Fiscal Year Pet Fencing Other Pet Fencing Other 2024 $ 7,566,371 $ 34,209,073 $ 1,555,293 17 % 79 % 4 % 2023* $ 10,902,889 $ 36,346,257 $ 1,970,078 22 % 74 % 4 % * Fiscal 2023 figures have been adjusted for comparison to reflect the reclassification of pet poop bags from the Pet category to the Other category in 2024.
Sales in Millions of Dollars Percent of Total Sales Fiscal Year Pet Fencing Other Pet Fencing Other 2025 $ 4,255,532 $ 32,269,615 $ 970,202 11% 86% 3% 2024 $ 7,566,371 $ 34,209,073 $ 1,555,293 17% 79% 4% For fiscal 2025, JCC had an operating loss of ($4,242,719) compared to an operating loss of ($146,375) for fiscal 2024.
For the year ended August 31, 2023, gain on sale of assets was $70,250, and interest expense totaled ($458,463) which was related to amounts borrowed against a bank line of credit. Including other items, income before income taxes was $803,823 compared to income before income taxes of $42,471 in fiscal 2023.
Other items for fiscal 2024 included a gain on sale of assets of $90,787, which largely is due to the sale of JCSC equipment, and net interest income of $33,446. Including other items, the net loss before income taxes for fiscal 2025 was ($3,886,024) compared to income before income taxes of $803,823 in fiscal 2024.
For fiscal 2024, JCC had an operating loss of ($146,375) compared to an operating loss of ($622,420) for fiscal 2023. 17 Industrial Wood Products - Greenwood Sales in fiscal 2024 were $3,728,165 compared to sales of $2,605,926 in fiscal 2023, which is an increase of $1,122,239, or 43%.
The net loss in fiscal 2025 was negatively impacted by an increase in the allowance for obsolete inventory of $650,000 related to our older, slower moving pet inventory. 22 Industrial Wood Products - Greenwood Sales in fiscal 2025 were $3,802,791 compared to sales of $3,728,165 in fiscal 2024, which is an increase of $74,626, or 2%.
Selling, general and administrative expenses declined to $3,887,769 from $3,973,055. Wages and employee benefits fell to $6,413,419 from $7,445,464 as the Company had a lower number of employees in the current year. Depreciation and amortization totaled $352,866 compared to $397,922. Loss from operations was ($1,770,410) compared to income from operations of $430,684.
Wages and employee benefits fell to $5,823,262 from $6,413,419 as we reduced our headcount in fiscal 2025 to better align with our current business levels. Depreciation and amortization totaled $322,531 compared to $352,866. Loss from operations was ($3,750,626) compared to loss of ($1,770,410) for fiscal 2024.
Environmental, Social and Corporate Governance (ESG) Jewett-Cameron endeavors to be a good steward and provide sustainable products with a positive impact. We strive to operate and grow in a way that honors our environment and relationships for the long term.
As of the end of the fiscal year ended August 31, 2025, the Company has drawn $2,101,835 against this line of credit at a current interest rate of 12.25%. Environmental, Social and Corporate Governance (ESG) Jewett-Cameron endeavors to be a good steward and provide sustainable products with a positive impact.
Removed
Although our business continued to be negatively affected by stubbornly high inflation and negative consumer sentiment, we successfully completed several important projects to optimize our operations and focus on our core products, broaden our customer base, and improve our financial position. The overall business climate remains challenging.
Added
These issues significantly reduced our revenues, and negatively impacted our margins and operating results. Sales for fiscal 2025 declined by $5,847,036, or 12%, to $41,298,140. Our net loss for fiscal 2025 was ($4,130,092), or ($1.18) per share. The most serious issue currently affecting our business operations remains the new worldwide import tariffs, primarily on our imported metal products.
Removed
Inflation has pushed our costs higher, particularly in raw materials and shipping, while simultaneously squeezing consumers who have cut back on discretionary spending. These issues are particularly acute in the home improvement and pet product sectors.
Added
Since the imposition of these new tariffs began in February 2025, they have caused immense turmoil in our markets, both directly and indirectly. In addition to eroding consumer confidence, the impacts include increases to our supply chain and logistics costs.
Removed
Wet and unseasonably cold weather across much of the US also shortened our traditional Spring and Summer selling season which reduced our expected sales in our important outdoor product lines.The Company’s revenues and cash flow continue to be seasonal and highly variable, with the 3 rd and 4 th quarters of the fiscal year being much busier than the 1 st and 2 nd quarters due to the Company’s current product offerings.
Added
These higher costs resulted in a double-digit negative impact on our overall gross margins across the majority of our product lines. We have been able to somewhat mitigate a portion of these new tariff costs through our multi-country sourcing initiative.
Removed
Our margins and financial results in fiscal 2024 were also hurt by the clearance of some older higher cost lumber, and a one-time inventory write-down of $110,293 for the liquidation of all of our remaining pet inventory located in Europe. We also increased our obsolete inventory reserve by $459,464.
Added
We recently began production of our Lifetime Steel Posts® in lower-tariffed Vietnam which should help us reduce our direct tariff costs and meet the higher demand for the product from the continuing roll-out of our in-store displayers.
Removed
We are continuing to sell through some of the higher cost pet inventory we purchased during the prior high-cost logistics period. Supply chain issues also worsened in the third and fourth quarters. Besides increasing our shipping costs, it also has affected our inventory availability.
Added
These rapid and unpredictable changes to the tariff rates required significant attention from our management and financial teams, which diverted time and effort from our other operational requirements. As an example, the global rate on steel and tariff imports from all countries was set at 25% in March 2025.
Removed
Multiple issues, including conflict in the Red Sea and low water levels in the Panama Canal led to ship diversions and cancelations that caused significant shipping disruptions and delays and reduced container availability. A number of our supply orders beginning during the 4 th quarter of fiscal 2024 were delayed by these late and cancelled sailings from Asia.
Added
On May 30 th , it was announced that the rate would double to 50% and take effect in just 5 days. This left us with no time to plan or adjust import shipments, some of which were already in transit.
Removed
This led to some inventory shortages and unavailability of certain products which caused some missed sales and back orders awaiting container arrivals that have extended into the first quarter of fiscal 2025. In addition to the significant delays, the costs of ocean shipping have soared since Mid-May 2024.
Added
When they left our suppliers, they were budgeted for one rate, but when they arrived on U.S. soil that rate had since doubled. Although these higher tariff rates were announced and took effect very quickly, our ability to pass on the new tariff costs to our customers was limited.
Removed
We notified our customers of the shipping delays and higher costs which we cannot fully absorb. Therefore, we temporarily increased certain of our product prices.
Added
Our customer relationships are such that any of our price increases must be consented to by the customer. The customer may not agree to any increases or negotiate lower price increases, and any changes may only be accepted after 30 to 90 days, or longer, if at all.
Removed
These price increases may ultimately reduce our sales as some of our customers may be unwilling to purchase the full amount of their usual orders at these higher prices and instead may wait to see if shipping costs fall later in calendar 2024.
Added
Many of our customers did not immediately accept higher prices for our products, which we adjusted in response to the increased costs associated with the tariffs and global trade disruption. By September, those remaining customers agreed to accept shipments with the higher prices which were implemented in the following weeks.
Removed
These supply chain issues and the higher shipping costs negatively affected our sales and margins during the fourth quarter and are continuing into fiscal 2025. In fencing, which is our largest product category, we rolled out new in-store displays for our Lifetime Steel Posts® and continue to deploy additional in-store Adjust-A-Gate® displayers.
Added
The frequent changes to tariff rates since February also caused some of the price changes we instituted in response to become obsolete before we could pass them on to our customers.
Removed
These in-aisle display units are positioned directly beside the wood racks for greater visibility of key products which increases sales of the items and improves the choices for consumers. The Lifetime Steel Posts® displayers began in just one region and expanded to 100 stores by the close of the fiscal year in August.
Added
This forced us to spend time to recalculate the new prices and begin the process of presenting them to, and negotiating with, our customers again, which further affected our ability to recapture our higher costs through increasing our sale prices. This resulted in an overall decrease in sales and forced us to temporarily absorb much of these higher tariff-related costs.
Removed
Since then, we have ramped up our roll out and displayers are now being installed in stores in multiple regions. In October 2024, we announced the engagement of Continental Sales & Marketing, Inc. (“CSM”) to help us expand these display units to more retailers across the US.
Added
Although we consult with experts and legal counsel to accurately interpret how to properly apply the new tariff rates to our products to ensure compliance and to make sure our prices remain cost competitive, many of our customers paused their purchasing because of the general uncertainty about the tariffs and their costs.
Removed
CSM will also help us manage the installed units and the expected product reorders to ensure they are well-stocked and inventory is available for consumers. We expect this program will increase our visibility and brand recognition with consumers and will be a valuable contributor to our revenue in 2025.
Added
They have been reluctant to make long-term purchases at contracted prices that may decline based on rapidly changing tariff rates. Although both retailers and consumers will eventually adjust their buying to accept higher prices over time, it dampens demand in the short-term.
Removed
Although our lumber supply agreement with a major customer is performing well, supply issues are causing a significant shortage of Western Red Cedar. To ensure the supply of fence boards for this customer, we successfully shifted some of our product supply to high-quality alternatives, including Sugi Cedar, beginning in the 3 rd quarter of fiscal 2024.
Added
These increased costs and the ongoing uncertainty over tariff assignments and rates will likely continue to negatively affect our margins and demand for certain of our products from our customers into fiscal 2026.
Removed
Sugi fencing sells for a lower price than Western Red Cedar which negatively affects our margins. Because consumers are not as familiar with Sugi Cedar, we believe demand for the product was diminished in the second half of fiscal 2024 which hurt our revenue. JCSC’s active operations ended as of December 31, 2023.
Added
While the Company took actions to attempt to mitigate these unforeseen events, such as pivoting to alternative suppliers outside of China through an intensive search process which began two years ago, and reducing headcount by nearly 30%, these measures were not sufficient to withstand the headwinds we faced in 2025.
Removed
The seed operations were located on 11.6 acres of land and 105,000 square feet of buildings owned by the Company which is now surplus to the Company’s needs. Therefore, the land and buildings were listed for sale or lease in July 2024 at a listing price of $9,000,000, which is a competitive price based on comparable properties in the area.
Added
However, we believe that the global economic environment is stabilizing and that customers and supply chain partners are employing reasonable and innovative policies to maintain equilibrium and continuity of commerce.
Removed
This is the current asking price, and there is no guarantee the property will sell for this amount. If we are able to complete a sale, the net proceeds will be reduced by brokers’ commissions, expenses related to the sale, and taxes.
Added
Accordingly, we intend to focus on improving margins on our core fencing products through these reestablished partnerships, new sales channels, and by more controlled purchasing management. 19 During fiscal 2025, we also experienced operational issues with our agreement to supply cedar fencing to one of our larger consignment customers.
Removed
A reclassification would provide interested parties with greater flexibility of development options. There is also a high level of interest from the cities immediately adjacent to the property in the potential expansion of their urban growth boundaries and those communities are investigating those potential options. Due to its strategic location, this property would potentially be included within the expanded area.
Added
Jewett-Cameron was originally founded as a lumber brokerage business, and we have maintained this segment as our product offerings have evolved over time. In 2023, we helped a major customer with their lumber supply after they lost their primary source of western red cedar fencing.
Removed
Should such an expansion be approved and/or a rezoning occur, it would likely increase the land’s value and potentially maximize any return we receive for the sale of this surplus asset. 15 Diversifying our suppliers has been a primary focus of management for several years.
Added
At that point, we entered into a consignment program with this customer which provided them with a ready source of cedar fencing and provided us with a steadier flow of orders that stabilized the year-over-year lumber sale fluctuations that we commonly experienced as a secondary supplier to multiple big box retailers.
Removed
The majority of our metal products have been sourced from a single supplier manufacturing in a single factory in China. Beginning in fiscal 2022, the Company initiated an extensive world-wide evaluation process to find suppliers who could manufacture many of our metal products that met our high-quality standards with competitive pricing.
Added
It is customary to purchase ample supply ahead of the increase in demand each Spring, but in fiscal 2025 we failed to acquire an adequate supply to meet our actual demand.
Removed
After 18 months, the Company completed its search and engaged several new suppliers with factories in Canada, Bangladesh, Vietnam, Malaysia, and Taiwan. We are now receiving products from these new suppliers in addition to our original supplier in China which we also continue to use.
Added
As a result, we were unable to fulfill all our customers’ orders during the third quarter, and our wood fencing sales were down 33% compared to the prior year’s third quarter. To ensure we could meet their needs for the remainder of the busy summer season, we quickly moved to secure additional Western Red Cedar from our supply partners.
Removed
These new supply agreements cover the Company’s fence products, dog containment products, as well as MyEcoWorld® products. In addition to reducing the systematic risk of the reliance of a single supplier from a single factory, products from these new suppliers are not subject to the current 25% tariff rate on Chinese made steel products imported into the United States.
Added
Unfortunately, much of the additional cedar fencing inventory was not needed by the customer. Under the consignment agreement, we are required to maintain enough inventory on hand to satisfy a maximum capacity requirement (“max cap”).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk We did not have any derivative financial instruments as of August 31, 2024, and we do not use derivative instruments for trading purposes. Changes in U.S. interest rates affect the interest earned on our cash as well as interest paid on debt.
Biggest changeITEM 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk We did not have any derivative financial instruments as of August 31, 2025, and we do not use derivative instruments for trading purposes. Changes in U.S. interest rates affect the interest earned on our cash as well as interest paid on debt.

Other JCTC 10-K year-over-year comparisons