Good morning. Welcome to Coda Octopus Group's First Quarter Fiscal 2025 Earnings Conference Call. My name is Sherry, and I will be your operator today. Before this call, Coda Octopus issued its financial results for the first quarter ended January 31, 2024, including a press release, a copy of which will be furnished in a report filed with the SEC and will be available in the Investor Relations section of the company's website. Joining us on today's call from Coda Octopus are its Chair and CEO, Annmarie Gayle; its Interim CFO, Gayle Jardine; and its President of Technology, Blair Cunningham. Following their remarks, we will open the call for questions. Before we begin, Geoff Turner from our Investor Relations team will make a brief introductory statement. Geoff, please proceed.

Thank you, operator. Good morning, everyone, and welcome to Coda Octopus's first quarter fiscal 2025 earnings conference call. Before management begins their formal remarks, we would like to remind everyone that some statements we're making today may be considered forward-looking statements under securities law and involve a number of risks and uncertainties. As a result, we caution you that there are several factors, many of which are beyond our control, which could cause actual results and events to differ materially from those described in the forward-looking statements. For more detailed risks, uncertainties, and assumptions relating to our forward-looking statement, please see the disclosures in our earnings release and public filings made with the Securities and Exchange Commission. We disclaim any obligation or undertaking to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made, except as may be required by law. We refer you to our filings with the Securities and Exchange Commission for detailed disclosures and descriptions of our business, as well as uncertainties and other variable circumstances, including but not limited to risks and uncertainties identified in our Form 10-K for the year ending October 31, 2024, and Forms 10-Q for the first quarter of 2025. You may get Coda Octopus Securities and Exchange Commission filings free by visiting the SEC website at www.sec.gov. I would also like to remind everyone that this call is being recorded and will be made available for replay via a link in the Investor Relations section of the Coda Octopus website. Now I will turn the call over to the company's Chair and CEO, Annmarie Gayle. Annmarie?

Thanks, Geoff, and good morning, everyone. Thank you for joining us for our first quarter fiscal year 2025 earnings call. Despite the challenging global policy environment, our revenue in the first quarter of 2025 increased by 16.8%, and I believe we have delivered a solid set of results, including increasing our operating income, net income, and earnings per share. I would like to now provide some of the key highlights relating to our financial results for the first quarter fiscal 2025. For those who are new to the Coda Octopus story, our business is made up of three discrete business operations: the Marine Technology business, the Engineering business, and our recently added Acoustic Sensors & Material business units. Now turning to highlights relating to the Marine Technology business. This business sells its products and solutions worldwide. In the first quarter, we were confronted with significant headwinds internationally, which we believe are related to the uncertainty around the policies of the new U.S. administration as it moves to rebalance its trade relations through the application of tariffs and rethink major policies, such as energy transition and more broadly geopolitical alignment and its foreign policy. As part of this, the new administration has suspended offshore renewable permits, and many leading U.S. developers such as Shell, Orsted, BP, and Total Energy have either reduced or halted their U.S. offshore renewables programs. We believe these factors have resulted in weak demand for our solutions across all sectors, which caused a decrease in revenue from our Marine Technology business. Notwithstanding the change in U.S. policy on renewables, its new policy on prioritizing domestic energy production of oil and gas also favors our products and solutions, and we believe this new policy will in the foreseeable future offset any reduction of revenue from U.S. offshore renewables. Furthermore, a key part of our strategy as a Group relies on defense spending. Although the policy of the new U.S. administration is to reduce defense spending by 8% over a number of years, its foreign policy on defense has also seen Europe, including the United Kingdom, committing to significantly increase spending on defense. For example, Germany is expecting to spend about $428 billion on defense over the coming years, in addition to creating a special fund of $535 billion for infrastructure spending over the next 10 years. The leaders of the European Union member states have also agreed to allow the member states to exceed the debt ceilings that are in place to allow these countries to borrow for defense investments. We therefore believe that despite the short-term disruption caused by uncertainty around critical policies relating to trade defense and foreign policy, these changes will favor our business in the medium to long term. Now turning to highlights relating to the Engineering business. In the first quarter, our Engineering business revenue increased by 77%. This business unit is reliant on receiving funding on defense programs, and therefore, it is likely to experience delays in receiving orders until there is more clarity on the new U.S. administration's spending priorities. Now turning to highlights relating to the newly acquired business unit, Precision Acoustics Limited. In the first quarter, this newly added business unit contributed 25.2% to our consolidated revenue and 33.3% to our operating income. As we navigate the broader headwinds relating to the global policy environment, this new business, which is less reliant on defense spending, has added to our diversification and resilience of our revenue structure. Despite these broader headwinds, we continue to make it our priority to focus on sowing the seeds to grow our business. And in the first quarter of 2025, we continued to make progress around our growth pillars, Echoscope and DAVD. Blair Cunningham, our President of Technology, who is the market maker for our technologies, will today be providing a broad overview of some of our activities under these programs during our first quarter. Blair will also be available to answer any questions you may have on our technologies, so please use this opportunity to raise such questions during the Q&A session, if you have any. I will now turn the call over to Blair Cunningham, who will give a short overview of our core technologies around which we are postulating our growth agenda.

Thank you, Annmarie, and good morning, everyone. I'll keep my remarks very concise on this call to allow for questions. As Annmarie mentioned, due to uncertainty around critical policies, such as trade and defense foreign policy, we saw reduced momentum on several of our defense programs. Notwithstanding, we continue to invest in the advancement of our growth pillars. We continue to believe that our most promising opportunities for growing our business are around our defined growth pillars, the Echoscope technology and the DAVD technology. We also believe the addition of Precision Acoustics positions us nicely to compete for larger defense contracts. For those who are new to the Coda Octopus story, our data technology is an advanced augmented reality display technology designed to enhance diverse safety, performance, and situational awareness, especially in low visibility and technically challenging environments. It seamlessly integrates real-time data, on-demand information, and Echoscope 3D sonar imagery, projecting these onto the diver’s field of vision through the DAVD augmented reality head-up display. Developed under a three-year future naval capabilities contract with ONR and NAVSEA, this fully developed augmented reality system is commercially available. The DAVD Tethered system is currently operational across nine naval commands within the U.S. Navy. The DAVD untethered system presents the largest market opportunity for the technology and as we have stated previously, this is going through adoption evaluation by the U.S. Navy and a foreign navy under the DUS Hardening Program. This variant employs the same augmented reality display technology, but is used by divers wearing dive masks, operating at shallower depths and not physically tethered to a surface mothership for air supply. These divers are typically military divers performing special forces operations. As I reported on our last earnings call, in our fiscal year 2024, we made significant progress under this program and delivered, amongst other things, our Gen 4 DAVD head-up display in fiscal year 2024. This next-generation technology platform boasts a more compact design, a 200% increase in resolution, and an expanded visual field of view. These enhancements significantly improve compatibility with specialized dive helmets and masks, unlocking new possibilities for previously underutilized markets. This accomplishment represents a major milestone in the success of the DUS Hardening Program. In the first quarter, we also reached another pivotal milestone under the program, receiving our first order for approximately $800,000 for 16 DUS systems. These systems, once delivered, will be integrated into the Mark 16 Underwater Breathing Apparatus, the UBA system for spec war and EOD applications, as well as for the pre-adoption of the DUS systems within the untethered diving naval community. This program delivery will include several key enhancements, such as the tight integration of the Mark 16 UBA system, operations, and status directly into the Gen 4 DAVD head-up display. Additionally, the supported dive masks for DAVD will expand to include the Intraspiro AGA Mark 20 full face mask and the Kirby Morgan M48 MOD1 half mask. I think this is a pivotal milestone for the adoption of the technology. Our Navy customers continue to emphasize the criticality of this technology for future operations, and we believe this program will continue full steam ahead despite the uncertain policy environment. In the current quarter, we also started to work directly with the foreign navy, which is participating in the DUS Hardening Program, and their divers were able to perform a full five-day trial, which we believe was very successful and we received positive feedback. We continue to believe that the DUS system represents the largest addressable market for DAVD technology. For example, the U.S. Navy, with approximately 4,000 active divers, 75% of these divers use full face mask untethered systems, which aligns with the DUS solution. Similarly, the majority of public safety and law enforcement divers in the U.S., an estimated 10,000 divers, use the same full-face mask dive systems. I want to wrap up my briefing on the DAVD technology by stating that I am truly excited by this technology. In the quarter, we made significant progress under the program, and as I mentioned, received our first order for 16 untethered systems, which is pivotal for the broader adoption of the technology in the defense community. Turning to the Echoscope technology, another of our growth pillars. To remind those who are new to the company, our company is the home of the Echoscope, which is the world's first and highest resolution real-time volumetric 3D imaging sonar for underwater applications. This is a single sensor for multiple undersea applications. We are well-established in the commercial offshore sector, and our Echoscope solutions have revolutionized subsea operations and inspections for decades, delivering significant time savings, cost reductions, and enhanced operational efficiency in the most challenging conditions. The Echoscope sonar is utilized globally across a wide range of applications in the commercial, offshore, and sub-sea markets and continues delivering game-changing economies of scale to customers. The breakwater market is a good example of where we have moved the market from placing only four blocks per day up to 260 blocks. A significant percentage of our consolidated revenue quarter-on-quarter is from the commercial marine market. Due to the acquisition profile of the defense market, our growth strategy is therefore centered around increasing the number of defense programs into which our Echoscope technology is included. We hope by this strategy to receive multiple recurring sales under defense programs. The new generation of undersea vehicles is fueling growth for smart sensors like the Echoscope, and we continue to work to increase the number of defense programs that our technology is written into. Although there is a shift in global policy on offshore renewables, our technologies are also crucial for oil and gas applications and more broadly underwater monitoring. A critical area currently is undersea cables monitoring, which the Echoscope technology, widely used and adopted for real-time 3D monitoring, has a key role to play once the global stakeholders have agreed on a comprehensive approach to monitoring these underwater cables, which are the backbone of our nation's daily existence. We also believe that although the U.S. budget for defense is reported to be subject to an 8% cut, from the areas specified as the new administration's priorities, these favor our business. Moreover, with Europe's defense rearmament budget, we also believe that, in the medium to long term, these present significant opportunities for our business. In this quarter, as part of the DAVD trials with the foreign navy, the Echoscope was part of these trials, which we believe will be part of the navy's adoption plan. In summary, we continue to develop opportunities for our Echoscope technology within global defense programs, which are recurring long-tail revenue associated with them. We believe we are making progress and that this is a key part of our strategy to grow the business. Finally, the acquisition of Precision Acoustics into our Group also strengthens the Group. As we said in our last earnings call, the addition of their renowned acoustics expertise positions us to compete for larger defense contracts. We believe with the seismic shift in defense as a priority, with the European Union removing fiscal rules on defense spending and more budget becoming available in the short to medium term in Europe, this is a significant opportunity for our business. I will turn the call over to Annmarie, and I will be available to take your questions during the Q&A session.

Thank you, Blair. Let me now turn the call over to our Interim CFO, Gayle Jardine, to take you through our financials for the first quarter 2025 before I provide my closing remarks. Gayle?

Thank you, Annmarie, and good morning, everyone. Let me take you through our first quarter fiscal 2025 financial results. All figures are in U.S. dollars. Starting with revenue, in the first quarter of 2025, we recorded total revenue of $5.2 million, compared to $4.5 million in the first quarter of 2024, an increase of 16.8%. The Marine Technology business, or products business, generated revenue of $2.3 million, compared to $3.5 million, representing a 35.8% decrease over the first quarter of 2024. Our Acoustic Sensors & Materials business, which was added to our Group in October 2024, recorded revenue of $1.3 million. Our Marine Engineering business, or Services business, generated revenue of $1.6 million, compared to $0.9 million, representing a 7.6% increase over the first quarter of 2024. As discussed earlier, our total consolidated revenue increased in the first quarter by 16.8%. The increase is due to the addition of our Acoustic Sensors & Materials business in our revenue mix. As Annmarie mentioned in our previous earnings call, we were anticipating a weak quarter for our core business, the Marine Technology business, where we saw reduced demand, which we believe is due to the uncertain global policy environment. Moving on to gross profit and margin. In the first quarter of 2025, we generated gross profit of $3.4 million compared to $3.1 million in the first quarter of 2024. Consolidated gross margin was 65.8% versus 69.2% in the first quarter of last year. In our Marine Technology business, gross margin increased to 73.1% in the first quarter of 2025 compared to 72.5% in 2024, reflecting changes in the mix of sales and a reduction in commission costs in the period. The Acoustic Sensors & Materials business realized gross margin of 61.7%, and we expect, on an annualized basis, this to be between 57% and 61%, depending on the mix of sales. Our Marine engineering business gross margin increased to 58.9% in the first quarter of 2025 versus 56.4% in the first quarter of 2024, again reflecting the mix of engineering projects during this year. Now moving on to operating expenses. Total operating expenses for the first quarter of 2025 increased to $2.8 million compared to $2.5 million in the first quarter of 2024, and this is largely due to the addition of the new business unit into the Group, which added 13.5% to our operating costs. We expect to remain at this level on an annualized basis. Included in operating expenses are selling, general and administrative costs in the first quarter of 2025 totaled $2.2 million, an increase of 8.7% from $2 million in the first quarter of 2024, again reflecting the addition of the new business unit into the Group. As a percentage of revenue, our selling, general, and administrative costs in the first quarter of 2025 were 42.7%, reducing from 45.8% in the first quarter of 2024. Operating income in the first quarter of 2025 was $0.7 million compared to $0.6 million in the first quarter of 2024, an increase of 19.2%. Operating margin was 12.7% compared to 12.4% in the first quarter of 2024, which we attribute to the increase in revenue resulting primarily from the addition of the new business unit. Income before taxes in the first quarter of 2025 was $0.93 million compared to $0.8 million in the first quarter of 2024. Net income after taxes in the first quarter of 2025 was $0.91 million or $0.08 per diluted share compared to $0.6 million or $0.06 per diluted share in the first quarter of 2024. Moving now to our balance sheet. As of January 31, 2025, we had $22.54 million in cash and cash equivalents on hand and no debt. This represents an increase of $0.06 million from October 31, 2024, with a comparable figure of $22.48 million. Finally, to summarize the financial impact in the current quarter of the introduction of our new Acoustics, Sensors & Materials business, it contributed 25.2% of Group revenue. Gross margin was $0.8 million, margin of 61.7%. And on a standalone basis, it generated operating income of $0.5 million and net income of $0.6 million. That completes my financial summary. So, let me turn the call back over to Annmarie for her closing remarks.

Thank you, Gayle. I first want to touch on tariffs. As of today, we are not directly impacted by tariffs. However, to the extent that these may result in a weakening of the global economy, we may be affected. Furthermore, some of our products are manufactured in the United Kingdom, and should the new administration change its policy vis-a-vis the United Kingdom, if our products are among the items that are subject to tariffs and these are imported into the U.S., we would be impacted. However, as I said, we are not directly impacted at this moment in time. Despite the challenges we're seeing in the global economy, I am very pleased with our first quarter 2025 results. We continue to work to create stable long-term shareholder value and execute against our strategy to increase the number of defense programs that our technologies are embedded in with the goal of securing recurring sales of multiple units under these programs. We believe that many of the new global policies favor our business, such as increased defense spending in Europe. We are also very pleased to have reached another pivotal milestone under the DAVD on Cabot System Hardening Program, where we have received our first order for $800,000 for 16 DAVD untethered systems. We will also continue to prosecute our M&A strategy, and in fiscal year 2025, subject to the satisfactory completion of due diligence and the settling of the global policy environment, we anticipate completing another acquisition into the Group. Through our strategy, we aim to pivot the revenue model of the Marine Technology business to a multi-year, multi-sales model, as we have started to see with the DAVD product line. To conclude, we would like to thank our shareholders for their continued support. We are now happy to answer any questions. Operator?

Thank you. Our first question is from Brian Kinstlinger with Alliance Global Partners. Please proceed.

Great. Thanks so much for taking my questions. My first question is, what do you think Annmarie needs to happen from a macro or micro point of view for investors to reasonably expect the marine products to materially recover from the first quarter results, or should we expect demand could remain depressed for a few quarters until there's more global certainty?

Thank you, Brian, for that. So, what we are seeing is that we have a good pipeline of opportunities, but what we are really seeing is that customers are on standstill. And I think that's generally the principle of standing still until I know what's going to happen. So, I think I would anticipate that Q2 will be quiet for business, just because I think until the policy environment is a little bit more settled, customers are holding out. But I think, based on what I see in the pipeline, our revenues will be back-ended this year. So, I think we should see a robust Q3 and Q4 and a softer Q2.

Okay. By the way, that was in regards to Marine products. Is that right? I mean, obviously, we also talk about defense engineering business until the budgets are more mature. They get past the budget cycle. That's the unknown there as well.

That's correct. Yes. Overall, I would expect that we will have a softer Q2, but a more robust Q3 and Q4.

Then it's great to see the 16-unit $800,000 order, and then there was also the DUS hardening program, I think you said was completed. Can you help frame for investors a timeline going forward for tethered and untethered markets, especially as it relates to revenue or maybe share some targets for the short and medium term?

I think Blair will talk a little bit more about that. But just to say that, let's see, the DAVD tethered system is, as you know, operational. So, I think if last year, in terms of DAVD, we did around $1.5 million in revenues. This year, we're targeting $4.5 million in revenues for DAVD, so a huge jump in DAVD revenues. So, I would expect and what I'm excited about on the DAVD revenue side on the tethered systems that we have that are operational, we're seeing new commands putting in for acquisition budgets, and therefore, the product is moving forward. The biggest barrier to adoption at scale is really when the technology falls into disuse. But what we're really seeing is an expanding footprint for the tethered system. And as I said, last year, we did $1.5 million in DAVD sales. This year, we're targeting and feel pretty good about $4 million to $4.5 million for DAVD sales. A large part of that will be made up of the tethered system, for example. And just to talk a little bit more about that also, Brian, what I'm excited about is, we're seeing consistently pull-through sales for the Echoscope, so when we get a requisition for DAVD, we're seeing automatically a bundle of Echoscope sales. So that's the sort of programs we've been targeting, and I feel we're seeing that maturity. So, for this year then, as I said, we expect to see for the DAVD system, for the tethered variant, we expect to see new orders for new commands. For the untethered system where we've just received $800,000 for 16 systems, that's a pre-adoption that is really crucial for full-scale adoption. So, I think these systems will be fielded, and it will be performance-related. But I feel we've reached critical milestones within that program. As Blair mentioned, delivering the new generation of head-up display, which has 200% more resolution and a smaller form factor, which means for us it opens the technology significantly. And on the back of that excitement with the user community, we've seen the first orders for these 16 systems pre-adoption. And I think in terms of Blair, can you talk a little bit about the road map for broader adoption following the delivery of the 16 systems?

The 16 systems, yes. Thank you, Annmarie. Yes, so thank you, Brian, for the question. And yes, I think as Annmarie pointed out, it was disappointing for us internally to not see more of the momentum continuing on the programs financially, I should say. It's certainly not for demand from the operational context. I should absolutely point that out. So, as I mentioned, the UBA or the untethered variant of DAVD, it's very closely aligned to the tethered system, but that is taking on with the EOD and the special warfare community. That's a whole new group of users who work in close alignment with the tethered divers but are a separate unit. So, the tethered system, as Annmarie pointed out, is already operationally fielded, but there has been demand from the fleet for more systems, upgrades to systems, etc. And critically, I think of all of the core teams, they're now either all using Echoscope as part of their day-to-day operations or have requested Echoscope as part of their day-to-day operation. So, this feels like we're settling into the new norm there. In addition, that's within the U.S. context, but within the foreign navies, that's been a significant advancement, I would say, in Q1 for sure, for us and the engagement with several foreign navies, and they themselves are now looking at their investment plans as we move forward. So, I think as Annmarie said, we feel very comfortable with the growth level that we've set, and there's certainly operational demand within the community. The untethered system that we delivered, hopefully going through Q2 and Q3, will be a complete product in its own right. So that will have the legs to be able to take into other operational use cases. And also, as Annmarie mentioned, this is really not quite a pilot program, but this is basically like a pre-fleet deployment, but it's a large-scale investment. The prior investment we had on the DUS hardening program was for eight systems split between the U.S. and the foreign navy. This is now a further 16 systems, but specifically targeted for the EOD and SEC WAR community.

And just one follow-up on that $4.5 million. Is that largely U.S. and U.S. Navy or maybe is there a big component outside of the U.S.?

No. It is within the U.S. So, 20% of that number is foreign and the remainder in the U.S.

Great. And then, I guess I'm wondering if the market conditions and uncertainty impact demand for acoustic solutions in any way.

It's very challenging to assess the situation. The best indicators we have are our pipeline and the level of inquiries we are receiving. Our products are affected by current circumstances, but on a positive note, our sensors are used for ultrasounds for pregnant women. Therefore, there will always be a need for ultrasounds and measurements as women continue to get pregnant. While it may sound simplistic, I believe that the medical sector, including our market, is less vulnerable compared to the other sectors in which we operate. Currently, we are not observing any slowdown for Precision Acoustics. It appears quite stable at this time and I think it will contribute to diversifying our revenues in the short term.

Great. My last question is related to M&A. You commented and the Annmarie about a potential target that you've been, I assume, in discussions with the negotiations with. Has anything changed, again, based on global uncertainty, whether it's pricing, their fundamentals? I guess I'm just wondering how that might be impacted.

No. It's not impacted, but I think it is wise for everyone to wait until the policy environment settles. So, I mean, one cannot pivot in a direction of unknowns. So, I think as a significant investment for our business, we've deliberately slowed down the acquisition only to see where the global policy environment, which direction of travel that is going. So, at the moment, we're still working on this. We're still very excited, and we still see it as an opportunity. But as I said, I definitely think we want to just understand the global policy environment a little bit more before closing the transaction.

Our next question is from John Deysher with Pinnacle Value Fund. Please proceed.

Hi, good morning. Just to follow-up on the acquisition possibility. You mentioned, I think, that you were doing due diligence. Do you have a definitive agreement and you're doing further due diligence, or you're doing due diligence in anticipation of a possible definitive agreement?

The latter.

Okay, so you're doing well. That's one target. Are there any other targets you're currently working on?

For this year, within our pipeline, we're focused on one target this year. We are very much in close contact with the sellers of that business, and we have a good relationship. I think it's not going away, but as I said, we're still doing low-level work short of signing any agreement at this point. We just need to understand a bit more of the global policy environment before we move forward.

Okay. That makes sense. Is it related to any of the businesses you already own? Or would it be a new business like the Acoustics business?

It's a new business, but also plays very well into the defense space also. So, I mean, our vision is to grow the business to become, if you like, a mid-tier defense contractor, where we are offering, we have bigger defense contracts that we can respond to. I think that the skills and expertise that we would have as a Group would really make us a formidable supplier in that market.

Okay, good. That's exciting. When will you know whether it's go or no go for this possible transaction? A couple of months, six months? What do you think is the timing there?

It's a global policy environment. Until that's settled, we're not going to really move forward. So, I think we need to see the market settling a little bit more and clear policies. Are these tariffs going to stick? There are lots and lots that we need to sort of unpack to make this decision for our business. Until that happens, that's the precursor to moving forward with the transaction. In the meantime, the business, the target is doing very well. We're keeping very close, if you like, relationship with the target at the moment. But I think it is wise and prudent that we understand the environment that we're working with before closing such a significant transaction for a group.

Our next question is from William Bremer with Vanquish Capital Partners. Please proceed.

Congratulations on the untethered order, sizable $800,000, 16 being deployed. I'm just curious if this occurred during the quarter, it seems that it's quite material, either on product development, something that we've been waiting for untethered for quite some time, as well as dollar amount. I mean, it equates quick math over 15 of the quarterly revenue. I'm just curious why a press release wasn't released during the quarter on such a material event?

You are assuming, Bill, that we received this very early in the quarter. In fact, we received this very, very late in our quarter. So, we knew we were doing this call, so it seemed appropriate at this point. I mean, I think we received this order a week ago or so, and there are certain protocols we have to follow before we release a press, make a press release. So, we knew this call was coming up, so it would make sense then we report it at this point. And in fact, most times, we're not allowed to release, make announcements because we've got to get the customer's approval. So this is also a problem for our business, because of the sensitivity. So, we for example, can't give you the customer's name.

At this time, there are no further questions. This will conclude our question-and-answer session. I would like to turn the call back over to Annmarie Gayle for closing remarks.

Thank you, operator. Thank you for your continued interest in Coda Octopus, and thank you for attending this call today. Have a great day. Thank you.

Thank you. This will conclude today's conference of Coda Octopus. You may disconnect at this time.