UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 10-Q


(MARK ONE)


xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2023

x

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2017



¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________


COMMISSION FILE NUMBER 000-19954


JEWETT-CAMERON TRADING COMPANY LTD.

LTD.

(Exact Name of Registrant as Specified in its Charter)


british columbia A1NONE 00-0000000

BRITISH COLUMBIA

NONE

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)


32275 N.W. Hillcrest, North Plains, Oregon

97133

(Address Of Principal Executive Offices)

(Zip Code)


(503)647-0110

(503) 647-0110

(Registrant’s Telephone Number, Including Area Code)


Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, no par valueJCTCFNASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. xYes¨No¨


Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer


Large accelerated filer  ¨

Accelerated filer  ¨

Non-accelerated filer¨

o

Smaller Reporting Company  x

Emerging growth company    ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 0

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

Yes ¨Nox


APPLICABLE ONLY TO CORPORATE ISSUERS:


Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, no par value – 2,234,4943,498,899 common shares as of January 16, 2018.April 13, 2023.



Jewett-Cameron Trading Company Ltd.


Index to Form 10-Q



PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

3

2

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

21

17

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

25

Item 4.

Controls and Procedures

25

26

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

25

27

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

25

27

Item 3.

Defaults Upon Senior Securities

25

27

Item 4.

Mine Safety Disclosures

25

27

Item 5.

Other Information

25

27

Item 6.

Exhibits

26


- 2 -

27







PART 1 – FINANCIAL INFORMATION


Item 1.Financial Statements

Financial Statements



JEWETT-CAMERON TRADING COMPANY LTD.



CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)



NOVEMBER 30, 2017FEBRUARY 28, 2023


- 3 -


JEWETT-CAMERON TRADING COMPANY LTD.

CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. Dollars)

(Prepared by Management)

(Unaudited)


 

November 30,

2017

 

August 31,

2017

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

  Cash

$  5,560,066

 

$   5,912,250

  Accounts receivable, net of allowance  

     of $Nil (August 31, 2017 - $1,725)


3,363,541

 


3,565,055

  Inventory, net of allowance

      of $186,713 (August 31, 2017 - $156,713) (note 3)


9,120,135

 


8,807,545

  Prepaid expenses

1,040,558

 

595,776

 

 

 

 

  Total current assets

19,084,300

 

18,880,626

 

 

 

 

Property, plant and equipment, net(note 4)

3,201,768

 

3,222,572

 

 

 

 

Intangible assets, net(note 5)

60,323

 

77,837

 

 

 

 

Deferred income taxes(note 6)

10,221

 

-

 

 

 

 

Total assets

$  22,356,612

 

$  22,181,035

 

 

 

 

         
  

February 28,

2023

  

August 31,

2022

 
ASSETS        
Current assets        
Cash and cash equivalents $268,389  $484,463 
Accounts receivable, net of allowance of $0 (August 31, 2022 - $0)  4,261,256   7,191,646 
Inventory, net of allowance of $449,707 (August 31, 2022 - $800,000) (note 3)  23,079,647   20,632,313 
Prepaid expenses  794,566   1,112,575 
Prepaid income taxes  208,138   208,963 
         
Total current assets  28,611,996   29,629,960 
         
Property, plant and equipment, net (note 4)  4,931,022   4,828,420 
         
Intangible assets, net (note 5)  32,822   33,358 
         
Deferred tax assets (note 6)  397,990   24,998 
         
Total assets $33,973,830  $34,516,736 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities        
         
Accounts payable $710,174  $1,566,047 
Bank indebtedness (note 7)  8,500,000   7,000,000 
Accrued liabilities  1,691,501   1,856,039 
         
Total liabilities  10,901,675   10,422,086 
         
Stockholders’ equity        
Capital stock (note 8, 9)
Authorized
   21,567,564 common shares, no par value
   10,000,000 preferred shares, no par value
Issued
   3,498,899 common shares (August 31, 2022 –3,495,342)
  825,468   824,629 
Additional paid-in capital  765,055   742,591 
Retained earnings  21,481,632   22,527,430 
         
Total stockholders’ equity  23,072,155   24,094,650 
         
Total liabilities and stockholders’ equity $33,973,830  $34,516,736 


- Continued -Subsequent Events (Note 15)


The accompanying notes are an integral part of these consolidated financial statements.


- 4 -


JEWETT-CAMERON TRADING COMPANY LTD.

CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. Dollars)

(Prepared by Management)

(Unaudited)


 

November 30,

2017

 

August 31,

2017

 

 

 

 

Continued

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

  Accounts payable

$     544,736

 

$    638,128

  Accrued liabilities

1,765,072

 

1,807,192

 

 

 

 

  Total current liabilities

2,309,808

 

2,445,320

 

 

 

 

Deferred tax liability(note 6)

-

 

11,344

 

 

 

 

Total liabilities

2,309,808

 

2,456,664

 

 

 

 

Stockholders’ equity

 

 

 

  Capital stock (note 8, 9)

 

 

 

     Authorized

 

 

 

      21,567,564 common shares, without par value

 

 

 

      10,000,000 preferred shares, without par value

 

 

 

    Issued

 

 

 

      2,234,494 common shares (August 31, 2017 – 2,234,494)

1,054,316

 

1,054,316

  Additional paid-in capital

600,804

 

600,804

  Retained earnings

18,391,684

 

18,069,251

  

 

 

 

  Total stockholders’ equity

20,046,804

 

19,724,371

  

 

 

 

  Total liabilities and stockholders’ equity

$  22,356,612

 

$  22,181,035

  

 

 

 


The accompanying notes are an integral part of these consolidated financial statements.


- 5 -


JEWETT-CAMERON TRADING COMPANY LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in U.S. Dollars)

(Prepared by Management)

(Unaudited)


 

Three Months Ended

November 30,

 

2017

 

2016

 

 

 

 

SALES

$   9,413,970

 

$  10,421,804

 

 

 

 

COST OF SALES

7,227,222

 

8,027,362

 

 

 

 

GROSS PROFIT

2,186,748

 

2,394,442

 

 

 

 

OPERATING EXPENSES

 

 

 

  Selling, general and administrative expenses

445,877

 

551,048

  Depreciation and amortization

72,665

 

68,640

  Wages and employee benefits

1,097,904

 

982,249

 

 

 

 

 

1,616,446

 

1,601,937

 

 

 

 

Income from operations

570,302

 

792,505

 

 

 

 

OTHER ITEMS

 

 

 

  Loss on sale of property, plant and equipment

(27,552)

 

-

Interest and other income

2,690

 

1,820

 

(24,862)

 

1,820

 

 

 

 

Income before income taxes

545,440

 

794,325

 

 

 

 

Income tax expense

(223,007)

 

(308,405)

 

 

 

 

Net income

$      322,433

 

$      485,920

 

 

 

 

Basic earnings per common share

$            0.14

 

$            0.21

 

 

 

 

Diluted earnings per common share

$            0.14

 

$            0.21

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

  Basic

2,234,494

 

2,286,294

  Diluted

2,234,494

 

2,286,294


                 
  

Three Month

Periods to the end

of February

  

Six Month

Periods to the end

of February

 
  2023  2022  2023  2022 
             
SALES $8,143,421  $14,060,751  $20,720,921  $26,978,475 
                 
COST OF SALES  6,222,879   10,636,524   15,940,679   21,089,386 
                 
GROSS PROFIT  1,920,542   3,424,227   4,780,242   5,889,089 
                 
OPERATING EXPENSES                
Selling, general and administrative expenses  1,096,090   684,116   1,922,897   1,672,403 
Depreciation and amortization  88,079   84,071   199,615   153,709 
Wages and employee benefits  1,946,458   1,959,300   3,874,613   3,833,418 
Total Operating Expenses   3,130,627   2,727,487   5,997,125   5,659,530 
                 
(Loss) income from operations  (1,210,085)  696,740   (1,216,883)  229,559 
                 
OTHER ITEMS                
Other income     2,000      5,000 
Interest expense  (114,530)  (30,620)  (201,082)  (50,896)
Accrual for legal claim     (300,000)     (300,000)
Total other items  (114,530)  (328,620)  (201,082)  (345,896)
                 
(Loss) income before income taxes  (1,324,615)  368,120   (1,417,965)  (116,337)
                 
Income tax recovery (expense)  352,577   (98,300)  372,167   (4,985)
                 
Net (loss) income $(972,038) $269,820  $(1,045,798) $(121,322)
                 
Basic (loss) earnings per common share $(0.28) $0.08  $(0.30) $(0.03)
                 
Diluted (loss) earnings per common share $(0.28) $0.08  $(0.30) $(0.03)
                 
Weighted average number of common shares outstanding:                
Basic  3,498,899   3,492,842   3,497,543   3,491,969 
Diluted  3,498,899   3,492,842   3,497,543   3,491,969 
                 

The accompanying notes are an integral part of these consolidated financial statements.


- 6 -


JEWETT-CAMERON TRADING COMPANY LTD.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Expressed in U.S. Dollars)

(Prepared by Management)

(Unaudited)


 

Capital Stock

 

 

 






Number of  Shares




Amount


Additional paid-in capital



Retained earnings




Total

 

 

 

 

 

 

August 31, 2016

2,286,294

$  1,078,759

$  600,804

$  15,845,092

$  17,524,655

 

 

 

 

 

 

Shares repurchased and cancelled (note 9)

(51,800)

(24,443)

-

(502,498)

(526,941)

Net income

-

-

-

2,726,657

2,726,657

 

 

 

 

 

 

August 31, 2017

2,234,494

$  1,054,316

$  600,804

$  18,069,251

$  19,724,371

 

 

 

 

 

 

Net income

-

-

-

322,433

322,433

 

 

 

 

 

 

November 30, 2017

2,234,494

$  1,054,316

$  600,804

$  18,391,684

$  20,046,804

                     
  Capital Stock          
  Number of
Shares
  Amount  Additional paid-in capital  Retained earnings  Total 
August 31, 2021  3,489,161  $823,171  $687,211  $21,363,307  $22,873,689 
                     
Shares issued pursuant to compensation plans (note 9)  3,681   868   38,518      39,386 
Net loss           (121,322)  (121,322)
                     
February 28, 2022  3,492,842  $824,039  $725,729  $21,241,985  $22,791,753 
                     
Shares issued pursuant to compensation plans (note 9)  2,500   590   16,862      17,452 
Net income           1,285,445   1,285,445 
                     
August 31, 2022  3,495,342  $824,629  $742,591  $22,527,430  $24,094,650 
                     
Shares issued pursuant to compensation plans (note 9)  3,557   839   22,464      23,303 
Net loss           (1,045,798)  (1,045,798)
                     
February 28, 2023  3,498,899   825,468   765,055   21,481,632   23,072,155 


The accompanying notes are an integral part of these consolidated financial statements.


- 7 -


JEWETT-CAMERON TRADING COMPANY LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. Dollars)

(Prepared by Management)

(Unaudited)


        

Three Months Ended

November 30,

 

Six Month Period

at the end of
February,

 

Six Month Period

at the end of
February,

 

2017

 

2016

 2023  2022 

 

 

 

     

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

        

Net income

$     322,433

 

$     485,920

Net (loss) income $(1,045,798) $(121,322)

Items not involving an outlay of cash:

 

 

 

        

Depreciation and amortization

72,665

 

68,640

  199,615   153,709 

Loss on sale of property, plant and equipment

27,552

 

-

Stock-based compensation expense  23,303   39,386 

Deferred income taxes

(21,565)

 

(3,165)

  (372,992)  8,889 

 

 

 

        

Changes in non-cash working capital items:

 

 

 

        

Decrease (increase) in accounts receivable

201,514

 

(44,185)

(Increase) decrease in inventory

(312,590)

 

380,408

Decrease in prepaid income taxes

-

 

596

(Increase) in prepaid expenses

(444,782)

 

(29,223)

Decrease in accounts payable and accrued liabilities

(135,512)

 

(564,903)

Increase in income taxes payable

-

 

310,974

(Increase) decrease in accounts receivable  2,930,390   (2,050,751)
Increase in inventory  (2,447,334)  (4,238,783)
Decrease (increase) in prepaid expenses  318,009   (254,073)
Increase (decrease) in accounts payable and accrued liabilities  (1,020,411)  591,335 
Decrease (increase) in prepaid income taxes  825   (5,247)

 

 

 

        

Net cash provided by (used by) operating activities

(290,285)

 

605,062

Net cash used in operating activities  (1,414,393)  (5,876,857)

 

 

 

        

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

        

Purchase of property, plant and equipment

(61,899)

 

(225,622)

  (301,681)  (908,401)

 

 

 

        

Net cash used in investing activities

(61,899)

 

(225,622)

  (301,681)  (908,401)

 

 

 

        

Net increase (decrease) in cash

(352,184)

 

379,440

CASH FLOWS FROM FINANCING ACTIVITIES        
Proceeds from bank indebtedness  1,500,000   6,500,000 
        
Net cash provided by financing activities  1,500,000   6,500,000 
        
Net decrease in cash  (216,074)  (285,258)

 

 

 

        

Cash, beginning of period

5,912,250

 

4,519,922

  484,463   1,184,313 

 

 

 

        

Cash, end of period

$    5,560,066

 

$    4,899,362

 $268,389  $899,055 


Supplemental disclosure with respect to cash flows (note 14)(Note 13)


The accompanying notes are an integral part of these consolidated financial statements.


- 8 -


JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

November 30, 2017FEBRUARY 28, 2023

(Unaudited)


1.

1.NATURE OF OPERATIONS

NATURE OF OPERATIONS


Jewett-Cameron Trading Company Ltd. (the “Company”) was incorporated in British Columbia on July 8, 1987 as a holding company for Jewett-Cameron Lumber Corporation (“JCLC”), incorporated September 1953. Jewett-Cameron Trading Company, Ltd. acquired all the shares of JCLC through a stock-for-stock exchange on July 13, 1987, and at that time JCLC became a wholly owned subsidiary. Effective September 1, 2013, the Company reorganized certain of its subsidiaries. JCLC’s name was changed to JC USA Inc. (“JC USA”), and a new subsidiary, Jewett-Cameron Company (“JCC”), was incorporated.


JC USA has the following wholly owned subsidiaries: MSI-PRO Co. (“MSI”),subsidiaries incorporated April 1996,under the laws of the State of Oregon: Jewett-Cameron Seed Company, (“JCSC”), incorporated October 2000, Greenwood Products, Inc. (“Greenwood”), incorporated February 2002, and Jewett-Cameron Company, incorporated September 2013. Jewett-Cameron Trading Company Ltd. and its subsidiaries (the “Company”) have no significant assets in Canada.


The Company, through its subsidiaries, operates out of facilities located in North Plains, Oregon. JCC’s business consists of the manufacturing and distribution of specialty metalpet, fencing and other products, and wholesale distribution of wood products to home centers, and other retailers, on-line as well as direct to end consumers located primarily in the United States. Greenwood is a processor and distributor of industrial wood and other specialty building products principally to customers in the marine and transportation industries in the United States. MSI is an importer and distributor of pneumatic air tools and industrial clamps in the United States. JCSC is a processor and distributor of agricultural seeds in the United States. JC USA provides professional and administrative services, including accounting and credit services, to its subsidiary companies.


A number of external factors can adversely affect general workforces, economies and financial markets globally. Examples include, but are not limited to, the COVID-19 global pandemic and political conflict in other regions. It is not possible for the Company to predict the duration or magnitude of adverse results of such external factors and their effect on the Company’s business, financial condition, or ability to raise funds.

2.SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These unaudited financial statements are those of the Company and its wholly owned subsidiaries. In the opinion of management, the accompanying Consolidated Financial Statements of Jewett-Cameron Trading Company Ltd., contain all adjustments, consisting only of normal recurring adjustments, necessary to fairly state its financial position as of November 30, 2017 and August 31, 2017 and its results of operations and cash flows for the three month periods ended November 30, 2017 and 2016 in accordance with generally accepted accounting principles of the United States of America (“U.S. GAAP”). Operating results for the three month period ended November 30, 2017 are not necessarily indicative of the results that may be experienced for the fiscal year ending August 31, 2018.


2.

SIGNIFICANT ACCOUNTING POLICIES


Generally accepted accounting principles


These consolidated interim financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America.  America (“US GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC").


Principles of consolidation


These consolidated financial statements include the accounts of the Company and its current wholly owned subsidiaries, JC USA, JCC, MSI, JCSC, and Greenwood, all of which are incorporated under the laws of Oregon, U.S.A.


All inter-company balances and transactions have been eliminated upon consolidation.


- 9 -


JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

November 30, 2017

(Unaudited)


2.

SIGNIFICANT ACCOUNTING POLICIESEstimates(cont’d…)


The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of AmericaUS GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates incorporated into the Company’s consolidated financial statements include the estimated useful lives for depreciable and amortizable assets, the estimated allowances for doubtful accounts receivable and inventory obsolescence, possible product liability and possible product returns, and litigation contingencies and claims. Actual results could differ from those estimates.


JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

FEBRUARY 28, 2023

(Unaudited)

2.SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Cash and cash equivalents


The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. At November 30, 2017,February 28, 2023, cash was $5,560,066and cash equivalents were $268,389 compared to $5,912,250$484,463 at August 31, 2017.  At November 30, 2017 and August 31, 2017, there were no cash equivalents.2022.


Accounts receivable


Trade and other accounts receivable are reported at face value less any provisions for uncollectible accounts considered necessary. Accounts receivable primarily includes trade receivables from customers. The Company estimates doubtful accounts on an item-by-item basis and includes over aged accounts as part of allowance for doubtful accounts, which are generally ones that are ninety days or greater overdue.


The Company extends credit to domestic customers and offers discounts for early payment. When extension of credit is not advisable, the Company relies on either prepayment or a letter of credit.


Inventory


Inventory, which consists primarily of finished goods, is recorded at the lower of cost, based on the average cost method, and market. Market is defined as net realizable value. An allowance for potential non-saleable inventory due to excess stock or obsolescence is based upon a review of inventory components.


Property, plant and equipment


Property, plant and equipment are recorded at cost less accumulated depreciation. The Company provides for depreciation over the estimated life of each asset on a straight-line basis over the following periods:


Schedule of property plant and equipment useful life

Office equipment

3-73-7 years

Warehouse equipment

2-102-10 years

Buildings

Buildings

5-305-30 years


Intangibles


The Company’s intangible assets have a finite life and are recorded at cost. The most significant intangible assets are two patents related to gate support systems.  Amortization is calculated using the straight-line method over the remaining liveslife of 3 months and 15 months, respectively, andthe asset. The intangible assets are reviewed annually for impairment.


- 10 -


JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

November 30, 2017

(Unaudited)


2.

SIGNIFICANT ACCOUNTING POLICIES(cont’d…)


Asset retirement obligations


The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs a legal obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development, and normal use of the long-lived assets. The Company also records a corresponding asset which is amortized over the life of the asset. Subsequent to the initial measurement of the asset retirement obligation, the obligation is adjusted at the end of each period to reflect the passage of time (accretion expense) and changes in the estimated future cash flows underlying the obligation (asset retirement cost). The Company does not have any significant asset retirement obligations.


JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

FEBRUARY 28, 2023

(Unaudited)

2.SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Impairment of long-lived assets and long-lived assets to be disposed of


Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount and the fair value less costs to sell.


Currency and foreign exchange


These financial statements are expressed in U.S. dollars as the Company's operations are primarily based only in the United States.


The Company does not have significant non-monetary or monetary assets and liabilities that are in a currency other than the U.S. dollar. Any statement of operations transactions in a foreign currency are translated at rates that approximate those in effect at the time of translation. Gains and losses from translation of foreign currency transactions into U.S. dollars are included in current results of operations.


Earnings per share


Basic earnings per common share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding in the period. Diluted earnings per common share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive common shares.


- 11 -


JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

November 30, 2017

(Unaudited)


2.

SIGNIFICANT ACCOUNTING POLICIES(cont’d…)


Earnings per share(cont’d…)


The earnings per share data for the three and six month periods ended November 30, 2017February 28, 2023 and 20162022 are as follows:


 

 

Three Month Periods

ended November 30,

 

 

 

 

 

 

 

2017

 

2016

 

 

 

 

 

 

Net income

$     322,433

 

$      485,920

 

 

 

 

 

 

Basic weighted average number of

       common shares outstanding


2,234,494

 


2,286,294

 

 

 

 

 

 

Effect of dilutive securities

 

 

 

 

Stock options

-

 

-

 

 

 

 

 

 

Diluted weighted average number

      of common shares outstanding


2,234,494

 


2,286,294

Schedule of Earnings Per Share, Basic and Diluted                
  

Three Month Periods

ended February 28,

  

Six Month Periods

ended February 28,

 
             
   2023   2022   2023   2022 
                 
Net (loss) income $(972,038) $269,820  $(1,045,798) $(121,322)
                 
Basic weighted average number of common shares outstanding  3,498,899   3,492,842   3,497,543   3,491,969 
                 
Effect of dilutive securities                
Stock options            
                 
Diluted weighted average number of common shares outstanding  3,498,899   3,492,842   3,497,543   3,491,969 


Comprehensive income


The Company has no items of other comprehensive income in any year presented. Therefore, net income presented in the consolidated statements of operations equals comprehensive income.


JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

FEBRUARY 28, 2023

(Unaudited)

2.SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Stock-based compensation


All stock-based compensation is recognized as an expense in the financial statements and such costs are measured at the fair value of the award.


No options were granted during the three month period ended November 30, 2017, and there were no options outstanding on November 30, 2017.


Financial instruments


The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which it is practicable to estimate such values:


Cash- the carrying amount approximates fair value because the amounts consist of cash held at a bank and cash held in short term investment accounts.


Accounts receivable- the carrying amounts approximate fair value due to the short-term nature and historical collectability.


Accounts payable and accrued liabilitiesBank Indebtedness - the carrying amount approximates fair value due to the short-term nature of the obligations.


Accounts payable and accrued liabilities - the carrying amount approximates fair value due to the short-term nature of the obligations.

 

- 12 -


JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

November 30, 2017

(Unaudited)


2.

SIGNIFICANT ACCOUNTING POLICIES(cont’d…)


Financial instruments(cont’d…)


The estimated fair values of the Company's financial instruments as of November 30, 2017February 28, 2023 and August 31, 20172022 is as follows:


 

 

November 30,

2017

 

August 31,

2017

 

 

Carrying

Fair

 

Carrying

Fair

 

 

Amount

Value

 

Amount

Value

 

Cash

$5,560,066

$5,560,066

 

$5,912,250

$5,912,250

 

Accounts receivable, net of allowance

3,363,541

3,363,541

 

3,565,055

3,565,055

 

Accounts payable and accrued liabilities

2,309,808

2,309,808

 

2,445,320

2,445,320

Fair Value, Option, Quantitative Disclosures                
  

February 28,

2023

  

August 31,

2022

 
  Carrying  Fair  Carrying  Fair 
  Amount  Value  Amount  Value 
Cash and cash equivalents $268,389  $268,389  $484,463  $484,463 
Accounts receivable, net of allowance  4,261,256   4,261,256   7,191,646   7,191,646 
Accounts payable and accrued liabilities  2,401,675   2,401,675   3,422,086   3,422,086 
Bank indebtedness  8,500,000   8,500,000   7,000,000   7,000,000 


The following table presents information about the assets that are measured at fair value on a recurring basis as of November 30, 2017,February 28, 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there is little, if any, market activity for the asset:

 

 

 

 

November 30,

2017

 

Quoted Prices
in Active
Markets
(Level 1)

 

Significant
Other
Observable
Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

5,560,066

 

$

5,560,066

 

$

 

$

Fair Value, Assets Measured on Recurring Basis                
  

February 28,

2023

  Quoted Prices
in Active
Markets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 
Assets:                
Cash and cash equivalents $268,389  $268,389  $  $ 


The fair values of cash are determined through market, observable and corroborated sources.


10 

JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

FEBRUARY 28, 2023

(Unaudited)

2.SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Income taxes


A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.


Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.


Shipping and handling costs


The Company incurs certain expenses related to preparing, packaging and shipping its products to its customers, mainly third-party transportation fees. All costs related to these activities are included as a component of cost of goods soldsales in the consolidated statementstatements of operations. All costs billed to the customer are included as sales in the consolidated statementstatements of operations.


- 13 -


JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

November 30, 2017

(Unaudited)


2.

SIGNIFICANT ACCOUNTING POLICIES(cont’d…)


Revenue recognition


The Company recognizes revenue from the sales of lumber, building supply products, industrial wood products, specialty metal products, and other specialty products, and tools, when the products are shipped, title passes, and the ultimate collection is reasonably assured. Revenue from the Company's seed operations is generated from seed processing, handling and storage services provided to seed growers, and by the sales of seed products. Revenue from the provision of these services and products is recognized when the services have been performed, products sold and collection of the amounts is reasonably assured.


Recent Accounting Pronouncements


In May 2014, the FASB issued ASU No. 2014-09,Revenue from Contracts with Customers. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods and is to be retrospectively applied. Early application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company adopted this ASU on April 1, 2017, prospectively.  There was no material impact on the Company’s financial statements on adoption.


In November 2015, an ASU was issued to simplify the presentation of deferred income taxes.  The amendments in this ASU require that deferred tax liabilities and assets be classified as non-current on the balance sheet as compared to the current requirements to separate deferred tax liabilities and assets into current and non-current amounts.  This ASU is effective for annual periods beginning after December 15, 2016, including interim periods within those annual periods. Earlier application is permitted.  This ASU may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented.  The Company adopted this ASU on April 1, 2017, prospectively. There was no material impact on the Company’s financial statements on adoption.


In February 2016, Topic 842,Leases was issued to replace the leases requirements in Topic 840,Leases.  The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term.  The accounting applied by a lessor is largely unchanged from that applied under previous GAAP.  Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied.  Earlier application is permitted.  The adoption of this new guidance is not expected to have a material impact on the Company’s consolidated financial statements.


In July 2015, Topic 330, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory, which requires that inventory within the scope of the guidance be measured at the lower of cost and net realizable value. Inventory measured using last-in, first-out (LIFO) and the retail inventory method (RIM) are not impacted by the new guidance. The new standard is being issued as part of the simplification initiative. Prior to the issuance of the standard, inventory was measured at the lower of cost or market (where market was defined as replacement cost, with a ceiling of net realizable value and floor of net realizable value less a normal profit margin). This necessitated obtaining three data points to determine market value. Replacing the concept of market with the single measurement of net realizable value is intended to create efficiencies for preparers. Further, this change will more closely align U.S. GAAP and IFRS.The guidance will be effective for fiscal years beginning after December 15, 2016, including interim periods within those years and is to be prospectively applied. The Company adopted this ASU on April 1, 2017, prospectively. There was no material impact on the Company’s financial statements on adoption.


3.

- 14 -

INVENTORY


JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

November 30, 2017

(Unaudited)


2.

SIGNIFICANT ACCOUNTING POLICIES(cont’d…)


Recent Accounting Pronouncements(cont’d…)


In November 2016, Topic 230, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash, a consensus of the FASB’s Emerging Issues Task Force (the “Task Force”). The new standard requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. Topic 230 will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual periods.  The Company is currently assessing this ASU’s impacts on the Company’s consolidated results of operations and financial condition.


3.

INVENTORY


A summary of inventory is as follows:


 

 

November 30,

2017

 

August 31,

2017

 

 

 

 

 

 

Wood products and metal products

$     8,464,819

 

$     8,184,921

 

Industrial tools

434,598

 

434,871

 

Agricultural seed products

220,718

 

187,753

 

 

 

 

 

 

 

$     9,120,135

 

$     8,807,545

Schedule of Inventory, Current        
  

February 28,

2023

  

August 31,

2022

 
       
Wood products and metal products $22,355,455  $20,130,063 
Agricultural seed products  724,192   502,250 
         
Inventory Net $23,079,647  $20,632,313 


4.

PROPERTY, PLANT AND EQUIPMENT


11 

JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

FEBRUARY 28, 2023

(Unaudited)

4.PROPERTY, PLANT AND EQUIPMENT

A summary of property, plant, and equipment is as follows:


 

 

November 30,

2017

 

August 31,

2017

 

 

 

 

 

 

Office equipment

$       569,750

 

$       561,090

 

Warehouse equipment

1,302,838

 

1,290,838

 

Buildings

4,090,527

 

4,097,438

 

Land

761,924

 

761,924

 

 

6,725,039

 

6,711,290

 

 

 

 

 

 

Accumulated depreciation

(3,523,271)

 

(3,488,718)

 

 

 

 

 

 

Net book value

$    3,201,768

 

$     3,222,572

Schedule of property, plant, and equipment        
  

February 28,

2023

  

August 31,

2022

 
Office equipment $648,978  $636,501 
Warehouse equipment  1,714,239   1,504,867 
Buildings  6,172,975   6,168,080 
Land  559,065   559,065 
 Property, Plant and Equipment, Gross  9,095,257   8,868,513 
         
Accumulated depreciation  (4,164,235)  (4,040,093)
         
Net book value $4,931,022  $4,828,420 


In the event that facts and circumstances indicate that the carrying amount of an asset may not be recoverable and an estimate of future discounted cash flows is less than the carrying amount of the asset, an impairment loss will be recognized. Management's estimates of revenues, operating expenses, and operating capital are subject to certain risks and uncertainties which may affect the recoverability of the Company's investments in its assets. Although management has made its best estimate of these factors based on current conditions, it is possible that changes could occur which could adversely affect management's estimate of the net cash flow expected to be generated from its operations.


5.

- 15 -

INTANGIBLE ASSETS


JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

November 30, 2017

(Unaudited)


5.

INTANGIBLE ASSETS


A summary of intangible assets is as follows:


 

 

November 30,

2017

 

August 31,

2017

 

Patent

$      850,000

 

$       850,000

 

Other

43,655

 

43,655

 

 

893,655

 

893,655

 

Accumulated amortization

(833,332)

 

(815,818)

 

 

 

 

 

 

Net book value

$        60,323

 

$         77,837

Schedule of Finite- Lived Intangible Assets        
  

February 28,

2023

  

August 31,

2022

 
       
Intangible assets $50,695  $50,695 
         
Accumulated amortization  (17,873)  (17,337)
         
Net book value $32,822  $33,358 


6.DEFERRED INCOME TAXES

6.

DEFERRED INCOME TAXES


Deferred income tax assetsasset as of November 30, 2017February 28, 2023 of $10,221, and deferred tax liabilities as of August$397,990 (August 31, 2017 of $11,3442022 - $24,998) reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.


7.

12 

JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

FEBRUARY 28, 2023

(Unaudited)

7.BANK INDEBTEDNESS


There was no bankBank indebtedness under the Company’s $3,000,000$10,000,000 line of credit as of November 30, 2017 or AugustFebruary 28, 2023 was $8,500,000 (August 31, 2017.2022 - $7,000,000).


Bank indebtedness, when it exists, is secured by an assignment of accounts receivable and inventory. Interest iswas previously calculated solely on the one monthone-month LIBOR rate plus 175 basis points. Beginning with the monthly interest payment due March 31, 2022, the Company’s Bank Line of Credit agreement was revised to change the calculation of the interest rate from the one-month LIBOR rate to the one-month Secured Overnight Financing Rate (SOFR). Interest is now calculated based on the one-month SOFR plus 157 basis points, which as of February 28, 2023 was 6.12% (4.55% + 1.57%).


8.CAPITAL STOCK

8.

CAPITAL STOCK


Common Stock


Holders of common stock are entitled to one vote for each share held. There are no restrictions that limit the Company's ability to pay dividends on its common stock. The Company has not declared any dividends since incorporation.


9.

- 16 -

RESTRICTED SHARE PLAN


JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

November 30, 2017

(Unaudited)


9.

CANCELLATION OF CAPITAL STOCK


Treasury stock may be kept based on an acceptable inventory method such as the average cost basis.  Upon disposition or cancellation, the treasury stock account is credited for an amount equal to the number of shares cancelled, multiplied by the cost per share and the difference is treated as additional paid-in-capital in excess of stated value.


During the 4th quarter of fiscal 2017 ended August 31, 2017, the Company repurchased and cancelled a total of 41,800 common shares under a 10b5-1 share repurchase plan. The total cost was $526,941 at an average price of $12.61 per share. The premium paid to acquire these shares over their per share book value in the amount of $507,217 was recorded as a decrease to retained earnings.


Donald Boone, Chairman and former President and CEO of the Company, voluntarily returned 10,000 common shares to treasury for cancellation during the fiscal year ended August 31, 2017. The Company paid no consideration for the shares. Capital stock was reduced by the book value of the shares in the amount of $4,719, with a corresponding increase to retained earnings of $4,719.


During the 4th quarter of fiscal 2016 ended August 31, 2016, the Company repurchased and cancelled a total of 112,152 common shares under a 10b5-1 share repurchase plan. The total cost was $1,378,701 at an average price of $12.29 per share. The premium paid to acquire these shares over their per share book value in the amount of $1,325,994 was recorded as a decrease to retained earnings. In addition to the shares repurchased under the 10b5-1 repurchase plan, Donald Boone voluntarily returned 15,000 common shares to treasury for cancellation. The Company paid no consideration for the shares. Capital stock was reduced by the book value of the shares in the amount of $7,124, with a corresponding increase to retained earnings of $7,124.


During the 3rd quarter of fiscal 2016 ended May 31, 2016, the Company repurchased and cancelled a total of 63,386 common shares under a 10b5-1 share repurchase plan. The total cost was $745,878 at an average price of $11.77 per share. The premium paid to acquire these shares over their per share book value in the amount of $715,756 was recorded as a decrease to retained earnings.


10.

STOCK OPTIONS


The Company has a stock option program under which stock options to purchase securities fromRestricted Share Plan (the “Plan”) as approved by shareholders on February 8, 2019. The Plan allows the Company can be granted to directors and employees of the Company on terms and conditions acceptable to the regulatory authorities of Canada, notably the Ontario Securities Commission and the British Columbia Securities Commission.


Under the stock option program, stock options for up to 10% of the number of issued and outstanding common shares may be grantedgrant, from time to time, providedrestricted shares as compensation to directors, officers, employees and consultants of the Company. The Restricted Shares are subject to restrictions, including the period under which the shares will be restricted (the “Restricted Period”) and subject to forfeiture which is determined by the Board at the time of the grant. The recipient of Restricted Shares is entitled to all of the rights of a shareholder, including the right to vote such shares and the right to receive any dividends, except that stock options in favorthe shares granted under the Plan are nontransferable during the Restricted Period.

The maximum number of any one individual mayCommon Shares reserved for issuance under the Plan will not exceed 5%1% of the then issued and outstanding common shares.  No stock option grantednumber of Common Shares at the time of the grant. As of February 28, 2023, the maximum number of shares available to be issued under the stock option program is transferable byPlan was 17,074.

During the optionee other than by will orsecond quarter of fiscal 2021 ended February 28, 2021, the lawsBoard of descent and distribution, and each stock option is exercisable duringDirectors set the lifetime of the optionee only by such optionee.  Generally, no option can becompensation for a term of more than 10 years from the date of the grant.


The exercise price of all stock options, granted under the stock option program, must be at least equal to the fair market value (subject to regulated discounts) of such common shares on the date of grant.  Options vest at the discretionmembers of the Board under the Plan. Non-executive directors will be granted 25 common shares for each quarter of Directors.service, with the cumulative amount of shares earned each fiscal year to be granted shortly after the close of that fiscal year. Non-executive Directors also received a one-time initial grant of 225 common shares which were issued in December 2020.


During the six-month period ended February 28, 2023, the Company issued 3,557 common shares (six months ended February 28, 2022 3,681commonshares) to officers, directors and employees under the RSA. The Company had no stock options outstanding asvalue of November 30, 2017 and August 31, 2017.these shares was $23,303 (2022 - $39,386).


10.

- 17 -

PENSION AND PROFIT-SHARING PLANS


JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

November 30, 2017

(Unaudited)


11.

PENSION AND PROFIT-SHARING PLANS


The Company has a deferred compensation 401(k) plan for all employees with at least 126 months of service pending a monthly enrollment time. The plan allows for a non-elective discretionary contribution based onplus matching employee contributions up to a specific limit. The percentages of contribution remain the first $45,000discretion of eligible compensation, which was decreased from the prior $50,000 duringBoard and are reviewed with management annually. For the second quarter of fiscal 2018 and from $60,000 of eligible compensation during the second quarter of fiscal 2017. During the second quarter of fiscal 2016six-month periods ended February 29, 2016, the Company made an additional 10% contribution for all eligible employees as a one-time compensation bonus. For the three months ended November 30, 201728, 2023 and 20162022 the 401(k) compensation expense was $46,962were $276,780 and $53,570,$288,216, respectively.


12.

13 

JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

FEBRUARY 28, 2023

(Unaudited)

SEGMENT INFORMATION

11.SEGMENT INFORMATION


The Company has fourthree principal reportable segments. These reportable segments were determined based on the nature of the products offered. Reportable segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.


The Company evaluates performance based on several factors, of which the primary financial measure is business segment income before taxes. The following tables show the operations of the Company's reportable segments.


Following is a summary of segmented information for the three monthsix-month periods ended November 30, 2017February 28, 2023 and 2016:2022.


 

 

2017

 

2016

 

 

 

 

 

 

 

 

Sales to unaffiliated customers:

 

 

 

 

 

 

Industrial wood products

$

662,454

 

$

959,616

 

Lawn, garden, pet and other

 

7,984,745

 

 

8,419,027

 

Seed processing and sales

 

468,575

 

 

479,111

 

Industrial tools and clamps

 

298,196

 

 

564,050

 

 

$

9,413,970

 

$

10,421,804

 

 

 

 

 

 

 

 

Income (loss) before income taxes:

 

 

 

 

 

 

Industrial wood products

$

(42,760)

 

$

(28,462)

 

Lawn, garden, pet and other

 

300,872

 

 

527,220

 

Seed processing and sales

 

63,462

 

 

36,811

 

Industrial tools and clamps

 

10,621

 

 

40,407

 

Corporate and administrative

 

213,245

 

 

218,349

 

 

$

545,440

 

$

794,325

 

 

 

 

 

 

 

 

Identifiable assets:

 

 

 

 

 

 

Industrial wood products

$

861,542

 

$

1,187,525

 

Lawn, garden, pet and other

 

11,569,466

 

 

9,579,500

 

Seed processing and sales

 

351,176

 

 

452,678

 

Industrial tools and clamps

 

525,356

 

 

532,897

 

Corporate and administrative

 

9,049,072

 

 

8,345,998

 

 

$

22,356,612

 

$

20,098,598


Schedule of Segment Reporting Information        
  2023  2022 
       
Sales to unaffiliated customers:        
Industrial wood products $939,600  $1,119,670 
Lawn, garden, pet and other  18,871,381   24,203,362 
Seed processing and sales  909,940   1,655,443 
  $20,720,921  $26,978,475 
         
(Loss) income before income taxes:        
Industrial wood products $(105,466) $43,946 
Lawn, garden, pet and other  (1,572,114)  (569,856)
Seed processing and sales  (11,329)  (121,748)
Corporate and administrative  270,944   531,321 
  $(1,417,965) $(116,337)
         
Identifiable assets:        
Industrial wood products $827,085  $592,882 
Lawn, garden, pet and other  25,781,691   27,893,913 
Seed processing and sales  856,663   1,010,607 
Corporate and administrative  6,508,391   6,659,285 
  $33,973,830  $36,156,687 
Capital expenditures:        
Industrial wood products $  $ 
Lawn, garden, pet and other      
Seed processing and sales      
Corporate and administrative  301,681   908,401 
  $301,681  $908,401 

 

- 18 -


JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

November 30, 2017

(Unaudited)


12.

SEGMENT INFORMATION(cont’d…)



 

Depreciation and amortization:

 

 

 

 

 

 

Industrial wood products

$

83

 

$

83

 

Lawn, garden, pet and other

 

8,560

 

 

10,715

 

Seed processing and sales

 

2,450

 

 

3,174

 

Industrial tools and clamps

 

328

 

 

328

 

Corporate and administrative

 

61,244

 

 

54,340

 

 

$

72,665

 

$

68,640

 

 

 

 

 

 

 

 

Capital expenditures:

 

 

 

 

 

 

Industrial wood products

$

-

 

$

-

 

Lawn, garden, pet and other

 

-

 

 

-

 

Seed processing and sales

 

-

 

 

-

 

Industrial tools and clamps

 

-

 

 

-

 

Corporate and administrative

 

61,899

 

 

225,622

 

 

$

61,899

 

$

225,622

 

 

 

 

 

 

 

 

Interest expense:

$

-

 

$

-


The following table lists sales made by the Company to customers which were in excess of 10% of total sales for the threesix months ended November 30, 2017February 28, 2023 and 2016:2022:


 

 

2017

 

2016

 

 

 

 

 

 

Sales

$           5,773,104   

 

$          5,524,416

Sales in excess of ten percent of total sales         
   2023  2022 
          
Sales  $12,630,634  $13,029,830 


14 

JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

FEBRUARY 28, 2023

(Unaudited)

11.SEGMENT INFORMATION (cont’d…)

The Company conducts business primarily in the United States, but also has limited amounts of sales in foreign countries. The following table lists sales by country for the threesix months ended November 30, 2017February 28, 2023 and 2016:2022:


 

 

2017

 

2016

 

 

 

 

 

 

United States

$            8,899,759

 

$          9,881,253

 

Canada

364,173

 

268,062

 

Europe

5,073

 

12,408

 

Mexico/Latin America

79,958

 

233,594

 

Middle East

12,209

 

-

 

Asia/Pacific

52,798

 

26,487

Schedule of sales by country        
  2023  2022 
       
United States $19,929,828  $25,657,040 
Canada  354,185   426,425 
Europe  40,525   24,913 
Mexico/Latin America/Caribbean  301,615   632,334 
Asia/Pacific  94,768   237,763 


All of the Company’s significant identifiable assets were located in the United States as of November 30, 2017February 28, 2023 and 2016.2022.


12.

- 19 -

RISKS


JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

November 30, 2017

(Unaudited)


13.

CONCENTRATIONS


Credit risk


Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company places its cash with a high quality financial institution. The Company has concentrations of credit risk with respect to accounts receivable as large amounts of its accounts receivable are concentrated geographically in the United States amongst a small number of customers.

At November 30, 2017,February 28, 2023, two customers accounted for accounts receivable greater than 10% of total accounts receivable at 67%. At February 28, 2022, three customers accounted for accounts receivable greater than 10% of total accounts receivable at 72%. At August 31, 2017, three customers accounted for accounts receivable greater than 10% of total accounts receivable for a total of 77%69%. The Company controls credit risk through credit approvals, credit limits, credit insurance and monitoring procedures. The Company performs credit evaluations of its commercial customers but generally does not require collateral to support accounts receivable.


Volume of business


The Company has concentrations in the volume of purchases it conducts with its suppliers. For the threesix months ended November 30, 2017,February 28, 2023, there were threetwo suppliers that each accounted for 10% or greater than 10% of total purchases, and the aggregate purchases amounted to $3,923,827.$9,895,011. For the threesix months ended November 30, 2016,February 28, 2022, there were two suppliers that each accounted for 10% or greater than 10% of total purchases, and the aggregate purchases amounted to $3,180,581.$14,000,039.


13.SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

14.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS


Certain cash payments for the threesix months ended November 30February 28, 2023 and 2022 are summarized as follows:


 

 

2017

 

2016

 

 

 

 

 

 

 

 

Cash paid during the periods for:

 

 

 

 

 

 

  Interest

$

-

 

$

-

 

  Income taxes

$

-

 

$

-

Schedule of Cash Flow, Supplemental Disclosures        
  2023  2022 
       
Cash paid during the periods for:        
Interest $186,906  $50,896 
Income taxes $  $ 


There were no non-cash investing or financing activities during the periods presented.


15 

JEWETT-CAMERON TRADING COMPANY LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

FEBRUARY 28, 2023

(Unaudited)

14.

- 20 -

LEGAL PROCEEDINGS


a)An association of District Attorneys in the State of California contacted the Company in regards to their investigation into the environmental labeling and marketing of dog waste bags. The District Attorneys claim that labeling certain dog waste bags, including the Company's, as biodegradable or compostable is misleading due to the lack of industrial composting facilities that accept dog waste. During the year ended August 31, 2022, the Company entered into a final settlement agreement which resulted in a $300,000 fine to the Company paid over a four-month period with no admission of guilt by the Company.

b)The Company was one of three named defendants in a Civil Action in Pennsylvania. The matter was an action seeking compensation for personal injuries and is based on theories of product liability as to the Company. The matter arises out of a dog allegedly escaping from a Jewett-Cameron kennel product and causing personal injuries to three individuals. The Company’s applicable liability insurer provided the defense covering the Company’s legal fees and costs. During the fiscal year ended August 31, 2022, the case was settled within the Company’s insurance policy limits with no admission of guilt by the Company, and there were no additional costs incurred.

c)In fiscal 2021, the Company initiated arbitration against a former distributor asserting a breach of the distribution agreement and seeking damages. The arbitration hearing was held in December 2022. In February 2023, the arbitrator issued its decision and ruled in favor of the Company on all of its claims, and the monetary award is pending. The Company has requested damages and costs including attorneys’ fees, but the ultimate amount of the award is currently uncertain.

15.SUBSEQUENT EVENTS

Item 2.  The Company has drawn an additional $1,000,000 against its bank line of credit which leaves $500,000 available.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.


16 

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

These unaudited financial statements are those of the Company and its wholly owned subsidiaries. In the opinion of management, the accompanying consolidated financial statements of Jewett-Cameron Trading Company Ltd., contain all adjustments, consisting only of normal recurring adjustments, necessary to fairly state its financial position as of November 30, 2017February 28, 2023 and August 31, 20172022 and its results of operations and cash flows for the three and six month periods ended November 30, 2017February 28, 2023 and November 30, 20162022 in accordance with U.S. GAAP. Operating results for the three and six month periodperiods ended November 30, 2017 areFebruary 28, 2023 is not necessarily indicative of the results that may be experienced for the fiscal year ending August 31, 2018.2023. Overall, the operating results of JCC are seasonal with the first two quarters of the fiscal year historically being slower than the final two quarters of the fiscal year.


The Company’s operations are classified into fourthree reportable operating segments and the parent corporate and administrative segment, which were determined based on the nature of the products offered along with the markets being served. The segments are as follows:

·Industrial wood products
·Lawn, garden, pet and other
·Seed processing and sales
·Corporate and administration

·

Industrial wood products

·

Lawn, garden, pet and other

·

Seed processing and sales

·

Industrial tools


The industrial wood products segment reflects the business conducted by Greenwood Products, Inc. (Greenwood). Greenwood is a processor and distributor of industrial wood products. A major product category is treated plywood that is sold primarily to the transportation industry.industry, including the municipal and mass transit transportation sectors.


The lawn, garden, pet and other segment reflects the business of Jewett-Cameron Company (JCC), which is a wholesaler of wood products and a manufacturer and distributor of specialty metal products. WoodJCC operates out of a 5.6 acre owned facility located in North Plains, Oregon that includes offices, a warehouse, and a paved yard. This business is a wholesaler, and a manufacturer and distributor of products are primarily fencing, while metal productsthat include an array of pet enclosures, kennels, and kennels,pet welfare and comfort products, proprietary gate support systems, perimeter fencing, greenhouses, canopies and umbrellas.fencing in-fill products made of wood, metal and composites. Examples of the Company’s brands include Lucky Dog, Animal House and AKC (used under license from the American Kennel Club)Dog®, for pet enclosuresproducts; Adjust-A-Gate™, Fit-Right®, Perimeter Patrol®, and kennels; Adjust-A-Gate, Fit-Right, and Perimeter PatrolLifetime Post™ for gates and fencing; Early Start, Spring Gardner,Gardner™, Greenline®, and Weatherguard for greenhouses; and TrueShade for patio umbrellas, furniture covers and canopies.greenhouses. JCC uses contract manufacturers to make the specialty metalmanufacture these products. Some of the products that JCC distributes flow through the Company’s facility in North Plains, Oregon, and some are shipped direct to the customer from the manufacturer. Primary customers are home centers, andeCommerce partners, on-line direct consumers as well as other retailers.


The seed processing and sales segment reflects the business of Jewett-Cameron Seed Company (JCSC). JCSC processes and distributes agricultural seed. Most of this segment’s sales come from selling seed to distributors with a lesser amount of sales derived from cleaning seed.


JC USA Inc. (“JC USA”) is the parent company for the wholly-owned subsidiaries as described above. JC USA provides professional and administrative services, including warehousing, accounting and credit services, to its subsidiary companies.

Tariffs

The industrial toolsCompany’s metal products and some of its sustainable bag products are 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. These 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 the Company’s products manufactured in China have been subject to duties of 25% when imported into the United States.

These new tariffs were temporarily reduced on many of the Company’s imported products in September 2019 under a deemed one-year exemption. The 25% tariff rate was restored on the Company’s products in September 2020 when the exemption expired.

17 

Results of Operations

Our results in the second quarter of fiscal 2023 were disappointing as we have encountered multiple complications from the broader economic climate. Sales in the second quarter of fiscal 2023 were 42% lower than the sales in the second quarter of fiscal 2022, and sales for the current six-month period were down 23% from the prior year’s period. However, an important factor in the dip was due to the continuing winter weather across much of the United States that caused many of our usual customers to delay their initial Spring merchandise purchases.

The historically bad and unseasonal weather that much of the United States experienced in January and February and extended into the first part of Spring has compelled many of our customers, particularly retail hardware and Big Box stores, to continue devoting inventory and floor space to cold weather products. This pushed back their initial Spring and Summer ordering until the weather improves. This has negatively affected our second quarter revenues and many of the orders from these customers we historically have received and shipped at the end of the period did not occur this year. Although these orders have now begun to arrive and product is being shipped in the third quarter, our past experience with other years where extended winter weather delayed initial seasonal orders is that this is likely to result in a decline in overall sales due to the shortened Spring and Summer sales season.

We recently signed a new sales agreement with one of our major lumber customers that has been progressing well. The nature of this new agreement means we have also changed how we recognize these sales which has caused a large amount of sales that would have previously been recorded in the second fiscal quarter to instead be pushed into the third quarter. Over the entire year, this new arrangement should be positive for the Company as it provides us with more regular and predictable fencing sales with this customer than we had previously. We are also beginning to have discussions with the customer about extending the agreement to more of their distribution centers that we are continuing to serve under our prior sales agreements.

Sales of some of our pet products, particularly larger kennels and crates, were down in the current six months. This was largely due to an issue with one existing customer which restricted our sales to them in the period. The issue has since been resolved and we are getting back on track to ramp up our sales to this customer in the 3rd quarter of this fiscal year. We have also relaunched our well-reviewed STAY™ Series kennels, which we anticipate will accelerate sales in the second half. During the period a supplier experienced a manufacturing issue with a different one of our pet products. They are correcting this issue which will allow us to resume sales of this product.

We are continuing our efforts to improve operations at both Greenwood and JC Seed. At Greenwood, our primary customers are in the transit sector which is an area that continues to suffer post-COVID 19. We are actively seeking new traders to both bring on new customers in other sectors, such as construction, as well as take advantage of appealing new opportunities for our existing products, such as fabricated panels. At JCSC, the poor weather has had an effect on both pricing and demand for grass seed, which is one of their two largest products.

Our new MyEcoWorld® sustainable bag products will officially launch in the 3rd quarter. Under our distribution agreement with SECOS Group of Australia, Jewett-Cameron is the exclusive distributor of their MyEcoWorld® sustainable bag products in the US and Canada. We have already begun to fulfill orders from major distributors for grocery store placements for our first set of products to launch. This new sustainable product line fits very well into our goal of bringing premium and innovative products to the market. We are optimistic of the potential of this new product line to grow into a significant segment reflectsof our business over time as consumers are increasingly seeking more environmentally friendly alternatives to conventional hydrocarbon derived plastic products. Our success with our compostable poop bag since its launch several years ago indicates these products are less seasonal and can provide positive contributions to our historically lower revenue quarters.

In fiscal 2021, we filed for arbitration against one of our former distributors asserting a breach of the distribution agreement. The arbitration hearing was held in December 2022. In February 2023, the arbitrator issued its decision in favor of the Company on all of our claims. We are seeking damages and our costs. The monetary award is pending, and the amount of any recovery is currently uncertain. Our costs to pursue this action have been sizeable, particularly during the current six-month period. Regardless of the ultimate recovery in this case, Jewett-Cameron will continue to vigorously defend its patents, trademarks and contractual agreements.

18 

Our inventory position at the end of the second quarter remains higher than our historical position. During the period, our new fencing sales agreement with a major customer required us to build up our initial cedar fencing position, but this extra inventory is now being drawn down as our customer begins shipping product to their stores for the Spring season. The company is well positioned to fulfill both its current and its anticipated orders during the Spring and Summer seasons. Our cash flow and working capital should improve in the second half of the fiscal year as seasonal sales pick up while our inventory levels are expected to be reduced by our year-end of August 31st.

Gross margin for the current six-month period was 23.1%. This is an improvement over the 21.8% margin recorded in comparable prior year’s period, and the 21.9% margin we had for all of fiscal 2022. Both transportation and raw material costs have been declining from the highs experienced in fiscal 2022. We are continuing to work off our higher priced inventory acquired when freight costs were at their highest. As this inventory is replaced, our costs of goods will decline. Inflation is also beginning to moderate, which should further allow our selling prices to catch up to our costs. This was a definite problem in 2022 as we were unable to fully pass through our rapidly rising costs to our customers.

The COVID-19 pandemic massively altered markets worldwide and caused significant distortions at every level, including significant shifts in buying patterns of suppliers, retailers and customers. As a result, the buying patterns of our customers have suddenly become very difficult to predict as they themselves are struggling with the significantly changed buying practices of their consumer customers. This has disrupted our forecasting and traditional year-over-year comparisons and caused us to significantly revise our planning and sales models. Our integrated ERP software which became operational in February 2021 is providing us with a better understanding of these newly altered patterns which we are using to better predict our optimal ordering and inventory requirements in future periods.

Our management is continuing its focus on growing our core products and strengthening our relationships with our customers and suppliers. The end of the pandemic emergency has allowed us to resume our regular practice of meeting in person with our customers and suppliers to jointly develop strategies to navigate the difficult market conditions. We also continue to discuss significant opportunities for both new and existing products. The significant investments we made in our facilities, technologies, and specialty personnel were essential in order to modernize Jewett-Cameron. They have significantly improved our ability to manage our business and confront the rapidly changing economic climate. This will ultimately result in a more focused and optimized product line, more efficient shipping and receiving, and reducing our costs.

Post-pandemic economic conditions in the US have been challenging and are expected to continue to be difficult during the second half of MSI-PRO (MSI). MSI importsfiscal 2023. Although the rate of inflationary growth has begun to slow, costs of food, energy and distributes products including pneumatic air tools, industrial clamps, saw blades, digital calipers,housing currently remain much higher than the rates of recent years. This is restricting consumers’ discretionary income and laser guides.  MSI brands include MSI-Pro, Avenger,willingness to spend on consumer goods which is echoed by many national retailers in their own statements and ProMax.forecasts. This may restrain our ability to grow sales in the near-term. Our management is actively addressing these issues, and we remain optimistic about the Company’s ability to successfully implement its strategy going forward.


RESULTS OF OPERATIONS


Three Months Ended November 30, 2017February 28, 2023 and November 30, 20162022


For the three months ended November 30, 2017,February 28, 2023, sales decreased by $1,007,834,were $8,143,421, which was a decrease of $5,917,330, or 9.7% to $9,413,97042%, from $10,421,804sales of $14,060,751 for the three months ended November 30, 2016.February 28, 2022.


Sales at GreenwoodJCC were $662,454$7,252,299 for the three months ended November 30, 2017February 28, 2023 compared to sales of $959,616$12,357,478 for the three months ended November 30, 2016, which wasFebruary 28, 2022. This represents a decrease of $297,162,$5,105,179, or 31%41%. Overall, demand remains weakA primary reason for the decline was the extremely cold and wet weather that persisted across all of the United States during the quarter. This caused many of our customers, including the big box retailers, to significantly delay their initial Spring orders as they continued to focus on sales of winter related products to meet consumer demand. Quarter-over-quarter comparisons were also negatively affected by our recent switch to a new sales agreement for fencing for one of our major customers. This changeover includes a change in the timing of when we recognize revenue to this sector. Historically,customer and was responsible for a largemajor portion of the overall decline in sales during the quarter. However, it is likely that many of those sales which previously would have occurred in the second quarter will now be recorded in third and fourth quarters as those stores receive the product in their seasonal rotation of their in-store inventory to Spring and Summer products, including fencing and related hardware. Operating loss for the current quarter was ($1,415,462) compared to an operating profit of $129,841 for the quarter ended February 28, 2022. The operating results of JCC are historically seasonal with the first two quarters of the fiscal year being slower than the final two quarters of the fiscal year.

19 

Sales at Greenwood fell to $332,691 from sales of $585,559 for the three months ended February 28, 2022, which is a decrease of $252,868, or 43%. Greenwood’s sales werecontinue to be impacted by impacts of the COVID-19 shutdowns, as many of their products are sold to municipalities and larger transit operators who are experiencing lower ridership and demand for their services. Sales in the marine industry, but the Company sold its excess marine industry inventory in fiscal 2014. The Companycurrent quarter were also negatively affected by weather related transportation issues, as some shipments were delayed and will maintain a readiness to participateinstead be recorded in the marine segment when the market rebounds.third fiscal quarter. For the quarter,three months ended February 28, 2023, Greenwood had an operating loss of ($42,760)61,221) compared to an operating loss of ($28,462) in26,003) for the three months ended November 30, 2016.February 28, 2022.


Sales at JCSC were $558,923 compared to sales of $1,117,714 for the three months ended February 28, 2022, which was a decrease of $558,791, or 50%. The prolonged winter weather in the second quarter suppressed demand and pricing for grass seed, one of JCSC’s largest products. Seed is a commodity, and there is little to differentiate the Company’s product from others in the marketplace. This places the Company more at the mercy of outside factors, such as weather, grower decisions, and economic cycles. Increased competition and pricing restraints are currently limiting our ability to grow our sales. Operating profit at JCSC for the quarter ended February 28, 2023 was $16,490 compared to an operating loss of ($20,398) for the quarter ended February 28, 2022.

JC USA is a holding company for the wholly-owned operating subsidiaries, and thus the overall results of JC USA are eliminated on consolidation. For the quarter ended February 28, 2023, JC USA had an operating profit of $135,578 compared to a profit of $284,681 for the quarter ended February 28, 2022. The results of JC USA are eliminated on consolidation.

Gross margin for the three months ended February 28, 2023 was 23.6% compared to 24.4% for the three months ended February 28, 2022. The decline was primarily due to higher raw material and shipping costs in the current quarter compared to those prevailing in the prior-year’s period.

Operating expenses increased by $403,140 to $3,130,627 compared to expenses of $2,727,487 for the three months ended February 28, 2022. An important factor in the increase was greater spending on Professional Fees, including attorney’s fees, related to the Company’s ongoing arbitration action against a former distributor which resulted in a decision in the Company’s favor in February 2023. The higher Professional Fees are included in Selling, General and Administrative Expenses, which increased to $1,096,090 from $684,116. Wages and Employee Benefits declined slightly to $1,946,458 from $1,959,300. Depreciation and Amortization increased to $88,079 from $84,071. There was no other income in the current quarter. Interest expense related to the Company’s Bank Line of Credit was ($114,530) compared to ($30,620) as the increase in interest rates has negatively affected the rate the Company pays on its borrowing.

Income tax recovery for the three-month period ended February 28, 2023 was $352,577 compared to income tax expense of ($98,300). The Company estimates income tax expense for the quarter based on combined federal and state rates that are currently in effect.

Net loss for the quarter ended February 28, 2023 was ($972,038), or ($0.28) per basic and diluted share, compared to a net profit of $269,820, or $0.08 per basic and diluted share, for the quarter ended February 28, 2022.

Six Months Ended February 28, 2023 and February 28, 2022

For the six months ended February 28, 2023 sales decreased by $6,257,554, or 23%, to $20,720,921 from sales of $26,978,475 recorded in the six month period ended February 28, 2022.

 

- 21 -


Sales at JCC were $7,984,745$18,871,381 for the threesix months ended November 30, 2017February 28, 2023 compared to sales of $8,419,027$24,203,362 for the threesix months ended November 30, 2016,February 28, 2022, which was a decrease of $434,282,$5,331,981, or 5%22%. The decrease inprolonged cold and wet weather which prevailed across the United States during the second quarter delayed many customers from their usual pattern of ordering their warmer weather products for the start of the Spring season. The switch to a new sales program for a large fencing customer has also shifted the recognition of much of the sales to this customer that historically occurred in the second quarter into the upcoming third quarter. Sales during the current six months were also negatively affected by our decision to liquidate certain inventory located in Europe, and some outside issues with certain of our other products at both the supplier and customer level which we believe will be fully resolved shortly. Operating loss at JCC for the current six month period was primarily due($1,572,114) compared to a breakage issue with a specific product. This product was sold to a single retail store customer. After two reported incidentsan operating loss of breakage, the Company and the retailer issued a voluntary safety advisory which included a recall of units sold and a permanent withdrawal from sale of all remaining unsold units. This recall had a significant negative effect on JCC’s sales and income($569,856) for the quarter, as the Company has provided the retailer with a return allowance for the units and destroyed all remaining inventory of the recalled product.  Operating income for JCC was $300,872 for the threesix months ended November 30, 2017 compared to operating income of $527,220 for the three months ended November 30, 2016. This represents a decrease of $226,348 which is principally attributable to the product issue discussed above.February 28, 2022. Overall, the operating results of JCC are seasonal with the first two quarters of the fiscal year historically being much slower than the final two quarters of the fiscal year.


20 

Sales at JCSCGreenwood were $468,575$939,600 for the three months ended November 30, 2017current six-month period compared to sales of $479,111$1,119,670 for the threesix months ended November 30, 2016.February 28, 2022. This represents a decrease of $10,536,$180,070, or 2%16%. Overall demandMany of Greenwood’s largest customers are transit operators who continue to be negatively affected by the COVID related reduction in transit demand. In response, management is working to grow Greenwood by recruiting new brokers to add new customers not only within the transportation industry, but also those in other industries that Greenwood has traditionally not targeted, such as the housing and construction sectors. For the six months ended February 28, 2023, Greenwood had an operating loss of ($105,466) compared to an operating profit of $43,956 for the six months ended February 28, 2022.

Sales at JCSC for the six months ended February 28, 2023 were $909,940 compared to sales of $1,655,443 for the six months ended February 28, 2022. This represents a decrease of $745,503, or 45%. Lower market prices for grass seed remains highand red clover, which are JCSC’s two most prominent products, directly affected revenue. Demand was also lower than usual during the second half of the period due to the continuing strengthwet and cold weather which prevailed across the United States and served to push back the traditional planting season for residential and landscaping grass. For the six months ended February 28, 2023, JCSC had an operating loss of ($11,329) compared to an operating loss of ($121,748) for the six months ended February 28, 2022. The results in the residential housing marketprior period were negatively affected by higher equipment and property maintenance expenses which did not occur in North America. Operating income for JCSCthe current period.

JC USA, the holding company that provides professional and administrative services for the quarter was $63,462wholly-owned operating subsidiaries had operating income of $270,944 for the six months ended February 28, 2023 compared to operating income of $36,811$531,321 for the quarter ended November 30, 2016.


Sales at MSI were $298,196 for the quarter ended November 30, 2017 compared to sales of $564,050 for the quarter ended November 30, 2016, which was a decrease of $265,854, or 47%. In the prior year’s quarter, the Company received a final large order from a now former customer, while the current quarter’s sales are more consistent with historical results. Operating income for MSI for the threesix months ended November 30, 2017 was $10,621 compared to operating incomeFebruary 28, 2022. The results of $40,407 for the three months ended November 30, 2016.JC USA are eliminated on consolidation.


Gross margin for the three monthsix-month period ended November 30, 2017February 28, 2023 was 23.2%23.1% compared to 23.0% for21.8%. The improved margin in the three months ended November 30, 2016.current period was largely due to moderating raw material and transportation costs. The lower margin in the prior period was primarily due to a less favorable sales mix of lower margin wood products in conjunction with the higher raw material and shipping costs, both of which rose rapidly in fiscal 2022.


Operating expenses increased by $14,509 to $1,616,446 from $1,601,937 for the threesix months ended November 30, 2017.February 28, 2023 rose to $5,997,125 from $5,659,530. Selling, General and Administrative Expenses declinedincreased to $445,877$1,922,897 from $551,048.$1,672,403. Higher spending on Professional Fees, including attorney’s fees related to the Company’s recent arbitration victory against a former distributor, was an important contributor to the increase. Wages and Employee Benefits increased slightly to $3,874,613 from $3,833,418. Depreciation and Amortization increased to $72,665$199,615 from $68,640. Wages$153,709 for the six months ended February 28, 2022. Interest expense on the Bank Line of Credit was ($201,082) compared to ($50,896) due to an increase in the amounts borrowed and Employee Benefits increasedhigher interest rates. The results in the prior year’s six-month period was negatively affected by the Company’s accrual of $300,000 for the settlement of claims brought by the Association of California District Attorneys regarding the labeling and marketing of the Company’s dog waste bags.

Income tax recovery for the six months ended February 28, 2023 was $372,167 compared to $1,097,904 from $982,249 asan expense of $4,985 for the six months ended February 28, 2022. The Company hired additional personnel including Charles Hopewell as President and CEO.


The Company'sestimates income tax expense in the current period was $223,007 compared to $308,405 for the threeperiod based on combined federal and state rates that are currently in effect.

Net loss for the six months ended November 30, 2016. Net income for the three months ended November 30, 2017February 28, 2023 was $322,433,($1,045,798), or $0.14($0.30) per basic and diluted share, compared to $485,920,a net loss of ($121,322), or $0.21($0.03) per basic and diluted share, for the threesix months ended November 30, 2016.February 28, 2022.


LIQUIDITY AND CAPITAL RESOURCES


As of November 30, 2017,February 28, 2023, the Company had working capital of $16,774,492$17,710,321 compared to working capital of $16,435,306$19,207,874 as of August 31, 2017, an increase of $339,186. Cash totaled $5,560,066,2022, a decrease of $352,184. Accounts receivable fell to $3,363,541$1,497,553.

Cash and cash equivalents totaled $268,389, a decrease of $216,074 from $3,565,055cash of $484,463. The decrease was due to the seasonal cycle of sales to customers and the related timing of cash receipts.expenditures and collection of accounts receivable, which fell to $4,261,256 from $7,191,646. Inventory increased by $312,590 and prepaid$2,447,334 to $23,079,647 from $20,632,313. Prepaid expenses, which is largely related to down payments for future inventory purchases, decreased by $318,009 to $794,566. Prepaid income taxes declined to $208,138 from $208,963.

Current liabilities increased by $444,782slightly to $10,901,675 from $10,422,086. The Company drew an additional $1,500,000 against its line of credit during the period which increased the amount borrowed to $8,500,000 from $7,000,000 as of August 31, 2022. Accounts payable declined to $710,174 from $1,566,047 which is directly related to the Company has secured additional specialty lumber for certain customers who indicated they would increase their orders forordering less inventory during the Spring season. The Company also accelerated certain specialty metal product purchasescurrent period. Accrued liabilities declined to $1,691,501 from China in advance of announced increase in the price of steel. Accounts payable decreased by $93,392 and accrued liabilities decreased by $42,120.$1,856,039.


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As of November 30, 2017,February 28, 2023, accounts receivable and inventory represented 65%96% of current assets and 56%80% of total assets.assets compared to 88% of current assets and 77% of total assets as of February 28, 2022. For the three months ended November 30, 2017,February 28, 2023, the accounts receivable collection period, or DSO, was 3347 compared to 58 for the three months ended February 28, 2022. For the six-month period ended February 28, 2023, the DSO was 37 compared to 61 for the six months ended February 28, 2022. Although the Company’s level of non-current and past-due invoices is not a significant percentage of its overall accounts receivable, management made a concerted effort to collect on these invoices during the current quarter which is primarily responsible for the decline in the DSO. Inventory turnover for the three months ended February 28, 2023 was 326 days compared to 30154 days for the three months ended November 30, 2016. Inventory turnover toFebruary 28, 2022. For the threesix months ended November 30, 2017February 28, 2022, inventory turnover was 113248 days compared to 89143 days for the threesix months ended November 30, 2016.February 28, 2022. The higher inventory turn in the current periods reflects the higher levels of inventory currently on hand.


External sources of liquidity include a line of credit from U.S. Bank of $3,000,000.$10,000,000. As of November 30, 2017,February 28, 2023, the Company had noa borrowing balance of $8,500,000, leaving $1,500,000 available. Subsequent to the entire amountend of the period. The Company drew an additional $1,000,000 under the line, leaving $500,000 available. Borrowing under the line of credit is secured by an assignment of accounts receivable and inventory. The interest rate isInterest was previously calculated solely on the one monthone-month LIBOR rate plus 175 basis points. AsBeginning with the monthly interest payment due March 31, 2022, the Company’s Bank Line of November 30, 2017,Credit agreement was revised to change the one monthcalculation of the interest rate from the one-month LIBOR rate to the one-month Secured Overnight Financing Rate (SOFR). Interest is now calculated based on the one-month SOFR plus 175157 basis points, which as of February 28, 2023 was 3.11% (1.36%6.12% (4.55% + 1.75%1.57%). The line of credit has certain financial covenants. The Company is in compliance with these covenants.


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The Company is currently in discussions with its lender U.S. Bank regarding the possibility of either increasing its existing line of credit, or restructuring the existing line into an asset based lending agreement. These changes would potentially provide the Company with additional borrowing power and greater financial flexibility, but would include new financial covenants which the Company would be required to maintain. No agreement has been expanding its infrastructurereached, and there is no guarantee that there will be any change to support its growth. In May 2016,the Company’s borrowing arrangements.

During the period, the Company received its final permits for the construction of a warehouse expansion at its headquarters property in North Plains. The completed building measures 150 feet by 80 feet and has a height of 37 feet. During the second quarter of fiscal 2017, the Company received its conditional occupation permits and began using the new expansion for several new product lines. Additional personnel were also added during fiscal 2017 to support its new product lines and sales initiatives.


Subsequent to the end of the first quarter, the Company received noticed that its application for a patent on its updated Adjust-a-Gate gate system has been granted by the United States Patent and Trademark Office. This new patent will extend the protection on the Adjust-a-Gate products for an additional 15 years.


The Company has been utilizing its cash position by repurchasingissued 3,557 common shares under formal repurchase plans in order to increase shareholder value.  During the fiscal years ended August 31, 2017officers, directors and 2016, the Company has repurchased common shares through share repurchase plans approved by the Board of Directors in accordance with Rule 10b-18employees as compensation under the U.S. Securities Exchange Act of 1934.


On March 7, 2016, the Company announced the Board of Directors had authorized a share repurchase plan to purchase for cancellation up to 250,000 common shares through the facilities of NASDAQ. Transactions may involve Jewett-Cameron insiders or their affiliates executed in compliance with Jewett-Cameron's Insider Trading Policy. The share repurchase plan was effected in accordance with Rule 10b-18 under the U.S. Securities Exchange Act of 1934, which contains restrictions on the number of shares that may be purchased on a single day, subject to certain exceptions for block purchases, based on the average daily trading volumes ("ADTV") of Jewett-Cameron's shares on NASDAQ. Purchases shall be limited to one “Block” purchase per week in lieu of the 25% of ADTV limitation for compliance with Rule 10b-18(b)(4). A “block” as defined under Rule 10b-18(a)(5) means a quantity of stock that, among other things, is at least 5,000 shares and has a purchase price of at least US$50,000.  The plan commenced on March 10, 2016 and terminated on August 25, 2016. Under theCompany’s Restricted Share Plan the Company repurchased a total of 175,538 common shares at a cost of $2,124,579 which was andeemed average price of $12.10.


On May 23, 2017, the Company announced the Board of Directors had authorized a new$6.55 per share repurchase plan to purchase for cancellation up to 225,000 common shares through the facilities of NASDAQ under similar terms as the March 2016 repurchase plan. The Plan commenced on June 1, 2017 and terminated automatically on August 31, 2017. Under the Plan, the Company repurchased and cancelled a total of 41,800 common shares at a total cost of $526,941 which was an average price$23,303.

Current Working Capital Requirements

Based on the Company’s current working capital position, combined with the expected timing of $12.61 per share.accounts receivable and the Bank Line of Credit, the Company is expected to have sufficient liquidity available to meet the Company’s working capital requirements for the remainder of fiscal 2023.


In additionOTHER MATTERS

Inflation

Historically, inflation has not been a significant issue for the Company. However, beginning in fiscal 2021, a number of product costs increased substantially, including raw materials, energy, and transportation/logistical related costs.

These higher costs have negatively affected the Company’s gross margins. Typically, the Company passes cost increases on to the Rule 10b-18 share repurchases, Donald M. Boone, Chairmancustomer, and former Presidentis currently raising its product prices as much as the market will bear. Retailers are currently more receptive to such increases than in the past due to a mutual understanding of the current inflationary environment and CEO, voluntarily returned 15,000 common sharesthe objective reasons for such. Since the ability of the Company to pass through all of the current increase in its product costs to its customers are somewhat limited and occur after such costs are first incurred, management expects that its gross margins will remain under pressure in fiscal 2023.

The increases in interest rates as a result of the higher level of inflation in the US economy experienced beginning in calendar 2021 and throughout 2022 has also had a negative effect on the Company’s treasuryinterest expense paid for cancellationits borrowing under its Bank Line of Credit. The interest rate paid by the Company has increased from 1.83% as of November 30, 2021 to 6.12% as of February 28, 2023.

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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 June 2016. In February 2017, Mr. Boone voluntarily returned an additional 10,000a 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 metal products, the goal is that 90% of materials can be recycled. Our suppliers are audited to treasurystrict commercial and fair practice standards, including our own supplier qualifications regarding facilities, capacity, labor practices, and environmental awareness. 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 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 made from corn starch and other natural, renewable resources, 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 regularly provide employees with a corporate engagement survey to benchmark their engagement, satisfaction, and ideas for cancellation.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. The Company paid no considerationalso actively participates 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 Sarbanes-Oxley. Our financial controls are mapped, executed, self-audited as well as regularly audited by outside experts as part of our annual process. We have established risk mitigations that allows for condensed reviews of risks and impacts with our systems in place. An IT Governance Committee aligns execution and security both for ourselves and also for parties with whom we communicate and do business.

Uyghur Forced Labor Prevention Act

The Uyghur Forced Labor Prevention Act (“UFLPA”) is a US Federal Law signed by President Biden in December 2021 which became effective on June 21, 2022. As enforced by U.S. Customs and Border Protection, the UFLPA prohibits any products that are made, mined, or manufactured, in part or in full, in China’s Xinjiang Uyghur Autonomous Region to be imported into the United States, as they are presumed to have been made with forced labor. Any imports of such goods will be detained and seized by U.S. Customs unless the importer is able to prove that these shares.goods have not been made with forced labor. The Company has ensured that each of its suppliers is in full compliance with the law and none of its products fall under the prohibited goods clause.


Business Risks


This quarterly report includes “forward–looking statements” as that term is defined in Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “could,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “anticipates,” or “hopeful,” or the negative of those terms or other comparable terminology, or by discussions of strategy, plans or intentions. For example, this section contains numerous forward-looking statements. All forward-looking statements in this report are made based on management’s current expectations and estimates, which involve risks and uncertainties, including those described in the following paragraphs.


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Risks Related to Our Common Stock


We may decide to acquire assets or enter into business combinations, which could be paid for, either wholly or partially with our common stock and if we decide to do this our current shareholders would experience dilution in their percentage of ownership.


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. If we acquire an asset or enter into a business combination, this could include exchanging a large amount of our common stock, which could dilute the ownership interest of present stockholders.


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 stock may have rights, preferences or privileges senior to those of the rights of our existing stock. If common stock is 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.


Our shareholders could experience significant dilution if we issue our authorized 10,000,000 preferred shares.


The Company’s common shares currently trade within the NASDAQ Capital Market in the United States. The average daily trading volume of our common stock on NASDAQ was 2,5654,650 shares for the threesix months ended November 30, 2017.February 28, 2023. With this limited trading volume, investors could find it difficult to purchase or sell our common stock.


Risks Related to Our Business


A contagious disease outbreak, such as the recent COVID-19 pandemic emergency, could have an adverse effect on our operations and financial condition

Our business could be negatively affected by an outbreak of an infectious disease due to the consequences of the actions taken by companies and governments to contain and control the virus. These consequences include:

·The inability of our third-party manufacturers in China and elsewhere to manufacture or deliver products to us in a timely manner, if it all.
·Isolation requirements may prevent our employees from being able to report to work or being required to work from home or other off-site location which may prevent us from accomplishing certain functions, including receiving products from our suppliers and fulfilling orders for our customers, which may result in an inability to meet our obligations.
·Our new products may be delayed or require unexpected changes to be made to our new or existing products.
·The effect of the outbreak on the economy may be severe, including an economic downturn and decrease in employment levels which could result in a decrease in consumer demand for our products.

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.

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. 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 threesix months ended November 30, 2017,February 28, 2023, our top ten customers represented 92%86% of our total sales. We would experience a significant decrease in sales and profitability and would have to cut back our operations, if these customers were lost and could not be replaced. Our top ten customers are located in the U.S., Canada and MexicoNorth America and are primarily in the retail home improvement industry.  and pet industries.


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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. 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.

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. The continuing tariffs by the United States on certain Chinese goods include some of our products which we purchase from suppliers in China. The company has multiple options to assist in mitigating the cost impacts of these government actions. However, we cannot control the duration or depth of such actions which may increase our product costs which would 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.

We could lose our credit agreement and could result in our not being able to pay our creditors.


We have a line of credit with U.S. Bank in the amount of $3,000,000,$10,000,000, of which $3,000,000$500,000 is currently available. We are currently in compliance with the requirements of our existing line of credit. If we lost access to this credit it could become impossible to pay some of our creditors on a timely basis.


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. 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. 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. 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.


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 year ended August 31, 2017.2022. Based on this process we did not identify any material weaknesses. Although we believe our internal controls are operating effectively, we cannot guarantee that in the future we will not identify any material weaknesses in connection with this ongoing process.


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Item 3.Quantitative and Qualitative Disclosures about Market Risk


Item 3.

Quantitative and Qualitative Disclosures about Market Risk


Interest Rate Risk


The Company does not have any derivative financial instruments as of November 30, 2017.February 28, 2023. However, the Company is exposed to interest rate risk.


The Company’s interest income and expense are most sensitive to changes in the general level of U.S. interest rates. In this regard, changes in U.S. interest rates affect the interest earned on the Company’s cash.


The Company has a line of credit whose interest rate may fluctuate over time based on economic changes in the environment. The Company is subject to interest rate risk and could be subject to increased interest payments if market interest rates fluctuate. The interest rate paid by the Company does not expect any change in the interest rateson its Bank Line of Credit has increased from 1.83% as of November 30, 2021 to have a material adverse effect on the Company’s results from operations.6.12% as of February 28, 2023.


25 

Foreign Currency Risk


The Company operates primarily in the United States. However, a relatively small amount of business is currently conducted in currencies other than U.S. dollars, and the Company may experience an increase in foreign exchange risk as they expand their international sales. Also, to the extent that the Company uses contract manufacturers in China, currency exchange rates can influence the Company’s purchasing costs.

Item 4.Controls and Procedures


Item 4.

Controls and Procedures


Disclosure Controls and Procedures

Management of the Company, including the Company’s Principal Executive Officer and Principal Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, our Principal Executive and Principal Financial Officer hashave concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.


Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


26 

Part II – OTHER INFORMATION


Item 1.Legal Proceedings

Legal ProceedingsA consortium of California District Attorneys contacted the Company in regard to possible liabilities related to environmental labeling of its plant-based Lucky Dog Poop Bags previously sold in the State of California. The Company has since modified its product marketing statements in response to their concerns, and during the period ended May 31, 2022, accrued $300,000 in anticipation of a settlement. In June 2022, a settlement was finalized which required the Company to pay the previously accrued $300,000 as a cash fine over a four-month period with no admission of guilt by the Company.


The Company was one of three named defendants in a Civil Action in Pennsylvania. The matter arises out of a dog allegedly escaping from a Jewett-Cameron kennel product and causing personal injuries to three individuals. The Company’s applicable liability insurer provided the defense covering the Company’s legal fees and costs. During the fiscal year ended August 31, 2022, the case was settled within the Company’s insurance policy limits with no admission of guilt by the Company, and there were no additional costs incurred.

The Company initiated arbitration against a former distributor asserting a breach of the distribution agreement and seeking damages. The arbitration hearing was held in December 2022. In February 2023, the arbitrator issued its decision and ruled in favor of the Company on all of its claims, and the monetary award is pending. The Company has requested damages and costs including attorneys’ fees, but the ultimate amount of the award is currently uncertain.

The Company does not know of any other material, active or pending legal proceedings against them; nor is the Company involved as a plaintiff in any other material proceeding or pending litigation. The Company knows of no other active or pending proceedings against anyone that might materially adversely affect an interest of the Company.


Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

---No Disclosure Required---


Item 3.

Defaults Upon Senior Securities

Item 3.Defaults Upon Senior Securities

---No Disclosure Required---

 


Item 4.  
Item 4.Mine Safety Disclosures

---No Disclosure Required---

 


Item 5.

Other Information

Item 5.Other Information

---No Disclosure Required---


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Item 6.Exhibits


Item 6.

Exhibits


3.1

Notice of Change of Articles

-= Filed as an exhibit to the 10-Q Quarterly Report filed on January 13, 2014 =-

3.2

Articles of Incorporation of Jewett-Cameron Company.

-= Filed as an exhibit to the 10-Q Quarterly Report filed on January 13, 2014 =-

31.1

Rule 13a-14a/15d-14(a) Certifications

32.1

Section 1350 Certifications



3.1Amended and Restated Articles of Incorporation of Jewett-Cameron Lumber Corporation

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-= Filed as an exhibit to the 10-Q Quarterly Report filed on January 13, 2014 =-

3.2

Articles of Incorporation of Jewett-Cameron Company.

-= Filed as an exhibit to the 10-Q Quarterly Report filed on January 13, 2014 =-
31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act, Chad Summers
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act, Mitch Van Domelen
32.1Certification of Chief Executive Officer pursuant to 18 U.S.C., 1350 (Section 906 of the Sarbanes-Oxley Act), Chad Summers
32.2Certification of Chief Financial Officer pursuant to 18 U.S.C., 1350 (Section 906 of the Sarbanes-Oxley Act), Mitch Van Domelen
101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


27 

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Jewett-Cameron Trading Company Ltd.

(Registrant)


Date:  April 13, 2023/s/  “Chad Summers”

January 16, 2018

/s/  “Charles Hopewell”

Charles Hopewell,Chad Summers,

President/CEO/CFOPresident and Chief Executive Officer


Date:  April 13, 2023/s/  “Mitch Van Domelen”

- 27 -Mitch Van Domelen,

Corporate Secretary and

Chief Financial Officer