Coda Octopus Group - Earnings Call - Q4 2024

Transcript

Operator (participant)

Good morning and welcome to Coda Octopus Group's Fiscal Year 2024 Earnings Conference Call. My name is Robert, and I'll be your operator today. Before this call, Coda Octopus issued its financial results for the fiscal year ended October 31st, 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, Jeff Turner from our Investor Relations team will make a brief introductory statement. Jeff, please go ahead.

Jeff Turner (Investor Relations)

Thank you, Operator. Good morning, everyone, and welcome to Coda Octopus Fiscal 2024 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 a number of 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 statements, 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 year ended October 31, 2024, and Forms 10-Q for the first, second, and third quarters of our 2024 fiscal year. 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?

Annmarie Gayle (Chairman and CEO)

Thanks, Jeff, and good morning, everyone. Thank you for joining us for our Fiscal Year 2024 Earnings Call. Our revenue in Fiscal Year 2024 increased by 5% over the Fiscal Year 2023, and I believe that we have delivered a solid set of results, including increasing our gross profit margin, operating income, net income, and earnings per share. I would now like to provide some of the key highlights relating to our financial results for Fiscal Year 2024. For those who are new to the Coda Octopus story, our business is made up of two discrete business operations: the marine technology business and our engineering businesses. We also added, through acquisition, a third business unit, Precision Acoustics Limited, a company established under the laws of England.

However, it is important to note that our income statement activity for Fiscal Year 2024, discussed here, does not include this new business unit since it was acquired two days prior to our Fiscal Year end, 2024. This newly acquired business unit had no material income statement activity for those two days and therefore is not included in our consolidated income statement for Fiscal Year 2024. Now, turning to highlights relating to the marine technology business. This business sells its products and solutions globally, with Asia, Europe, and US being important geographies for our products. In the Fiscal Year 2024, we saw an increase in the utilization of our rental assets, resulting in an increase in our rental revenue by 84.1%, which was $2.32 million compared to $1.26 million in Fiscal Year 2023. We saw an increase in equipment sales in the key strategic geography of Asia.

Equipment sales from Asia rose by 19% and were $5.47 million compared to $4.60 million in Fiscal Year 2023. We also saw a significant reduction in revenue from the US on defense programs. Many defense programs were funded through the Continuing Resolutions Mechanism, which resulted in reduced allocation of funding. This affected our business and resulted in the reduction of revenue generated by the US marine technology operations by 33.4%, which was $2.83 million in Fiscal Year 2024 compared to $4.26 million in Fiscal Year 2023. Notwithstanding navigating these challenges under US defense programs, we were able to mitigate the impact of reduced funding under these programs from other global sectors, and the marine technology business revenue increased in Fiscal Year 2024 by 5.7%. I believe this demonstrates the resilience in our revenue generation structure. Now, turning to highlights relating to the engineering business.

There are two business units which comprise our engineering business, one based in the U.S., Salt Lake City, and the other based in the U.K. The engineering business units are primarily subcontractors, the prime defense contractors, and therefore are dependent on receiving funding under defense programs. In Fiscal Year 2024, revenue generated by the engineering business increased by 3.8%, along with its gross profit margin. However, the U.S. engineering business was also affected by the reduced funding available for defense programs, resulting in lower than anticipated order intake in Fiscal Year 2024. Furthermore, since the results of the U.S. election, many defense programs are on hold until the new administration's budget and policies are in place. We're also seeing broader headwinds across the globe caused by the uncertainty around the policies of the new administration, including those relating to tariffs and offshore renewables.

Therefore, many offshore projects are currently on hold, and this is likely to adversely affect our first quarter 2025 results. Despite these broader headwinds, we continue to make it our priority to focus on sowing the seeds to grow our business, and in the Fiscal Year 2024, we continue 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. Blair will also be available to answer any questions you may have on our technologies, so please use the opportunity to raise such questions during the Q&A sessions if you have any. I will now turn the call over to Blair Cunningham, where he will give a short overview of our core technologies around which we're postulating our growth agenda.

Blair Cunningham (Divisional CEO and President of Technology)

Thank you, Annmarie, and good morning, everyone. 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. These technologies form a powerful complementary ecosystem that revolutionizes underwater operations. We're creating the smartphone revolution for the underwater world, providing a real-time, on-demand information and data platform that enables operators to make critical decisions instantly. Traditionally, underwater data is collected today with analysis and decision-making tomorrow. We're disrupting this model. Our underwater technologies empower operators to make real-time decisions, enabling quick, informed actions, whether it's positioning an asset, navigating from point A to B, or locating targets on the seabed. So turning to these technologies, the DAVD system is an advanced augmented reality display technology designed to enhance diver performance, safety, 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. This hands-free solution enables divers to operate safely, accessing all essential information without the need to glance at external instruments or surfaces. Where are we with the adoption curve for the DAVD tethered system? The DAVD tethered system is currently operational across nine naval commands within the U.S. Navy. Developed under a three-year Future Naval Capabilities contract with ONR and NAVSEA, this fully developed augmented reality system is commercially available. It is classified as an Authorization for Navy Use item and carries CE marking, certifying that the DAVD system meets the essential health, safety, and environmental protection requirements set by the European Union and the U.K. We're aware that several of these commands have submitted budget requests through their respective process.

Many of these requests were not granted in the Fiscal Year 2024, but we have a high level of confidence that these awards will be made in Fiscal Year 2025. We're therefore seeing year-on-year budgeting by the U.S. Navy for acquisition of the DAVD technology. Following recent participation in international maritime warfare exercises in Norway, the U.K., and the U.S., we are also working closely with several foreign navies and armies that have shown strong interest in DAVD. Additionally, we are seeing strong interest from government bodies and commercial dive teams and continue to have sound engagements with these potential customers on the adoption of the technology. Following the commercialization of the DAVD tethered system, the Navy initiated the DUS hardening program in September 2023 to adapt the DAVD technology for the untethered special operations diver market.

This program, funded by both the US Navy and the foreign navy, has in the Fiscal Year 2024 seen substantial progress in the required modifications to meet customer specifications. The DAVD untethered variant employs the same augmented reality display technology that 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. Despite the funding delays, we have made significant advancements in the hardening program's objectives, and we remain excited about the potential of this opportunity for the business. A key achievement under the program was the delivery of the Gen 4 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. We still believe 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 are using 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. We're also experiencing pull-through sales of the Echoscope technology from DAVD users. The DAVD tethered and untethered systems seamlessly integrate with our Echoscope real-time 3D imaging sonar technology.

Together, these technologies offer a comprehensive real-time navigation, situational awareness, and mapping solution, enabling diver and supervisor to operate effectively in the most challenging zero visibility conditions. We're also spinning off technologies from the DAVD system and introducing a new digital audio communication system, VoiceHub-4, which offers a competitive, superior quality system for diver to diver and diver to supervisor communication. This all-digital communication technology incorporates AI-driven features, including background noise removal, diver inhalation noise isolation, and active helium voice correction. The VoiceHub-4 system has already been purchased by NASE, and it addresses two key markets beyond defense: commercial diving and public safety. This is an exciting, accessible price point product which diversifies our revenue spread and gets us in front of the same customer base for the main DAVD technology.

I want to wrap up my briefing on the DAVD technology by stating that I am truly excited by this technology. The new DAVD Gen 4 HUD, delivered under the DUS program, cements the technology now as mature and leverageable. We can also see the pathway for taking the DAVD technology to adjacent markets. Our achievements with the development of this technology are stunning and will pay off in time for our shareholders. Turning to the Echoscope technology, another of our growth pillars, the Echoscope is the world's first and highest resolution real-time volumetric 3D sonar. By generating a complete 3D image from each acoustic transmission, it is the only commercially available sonar technology capable of both imaging moving objects in 3D, in real time, and complex 3D mapping. This unique combined capability enables real-time decision-making.

Coda Octopus 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 reduction, 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 subsea markets and continues delivering game-changing economies of scale to customers. The breakwater market is a good example, where we have moved the market from placing only four blocks per day up to 260 blocks. The acquisition and utilization profile of the commercial sector differs significantly from that of the established defense programs. While we do have commercial customers who purchase multiple Echoscope systems in a single order, this is relatively uncommon. The commercial market typically favors minimal capital investment over operational project costs.

We see further evidence of this trend with customer preference for Echoscope rentals over direct purchase. Our growth strategy is therefore focused on opportunities in the defense sector, and specifically the increase in new generation of undersea vehicles and associated robotic programs. The new undersea vehicles, whether remotely controlled and operated or fully autonomous, are currently designed for either mapping and information gathering, such as creating a detailed seabed map to identify targets of interest, or performing specialized prosecution tasks, such as neutralizing mines. By embedding Echoscope technology into these vehicles, it allows a hybrid approach to engage targets in real time as they are detected, eliminating the need for separate follow-up missions. We view this as a significant growth opportunity, enabling a seamless fusion of Echoscope's capabilities with advanced undersea operations.

The result is a smarter, more capable vehicle that not only improves mission efficiency but also amplifies overall effectiveness. We have successfully integrated Echoscope systems into at least four new undersea vehicles in collaboration with prime defense contractors. These vehicles, while multi-year developments, are in the early stages, but critically have the Echoscope design into the system from the outset. They are currently undergoing test and evaluation. While these represent longer-term opportunities, they provide a valuable platform for expanding our technology footprint within these defense program initiatives. Direct short-term opportunities exist with the active undersea vehicle programs of record, such as the VideoRay Defender ROV program for the EOD. We recently completed a successful six-month test and evaluation period with a VideoRay vehicle with NIWC.

As a direct result of this success, our latest Echoscope C500 sonar has demonstrated its capability and potential for high-resolution target detection and ship hull inspection operations. We are also actively pursuing several ROV contracts with both U.S. and foreign navies that wish to integrate both DAVD and Echoscope technologies for subsea vehicle control and diver teaming missions. As we reported previously, we developed and delivered under a multi-year defense-funded navy program a comprehensive ship hull scanning solution embedding the Echoscope and DAVD technologies. Under this application, customers are performing critical target identification, such as parasites on a hull, which can compromise security. Being able to assess whether a hull is compromised is a matter of global concern for all incoming vessels in all ports located in the U.S. or elsewhere.

This is currently a technology white space, and we believe we have developed and demonstrated a solution for this application. This is still being evaluated by our customer, but initial results have been overwhelmingly positive, and we believe this program will move forward. In summary, we continue to develop opportunities with our Echoscope technology within the defense programs, which have recurring long-tail revenues associated with them. We believe we are making progress, and this is a key part of our strategy to grow the business. Finally, I want to cover the recent acquisition of Precision Acoustics, a recognized leader in the ultrasound and acoustic measurement field. Specializing in acoustic hydrophone design and innovative acoustic materials, Precision Acoustics provides a comprehensive range of products and solutions with a primary focus on medical imaging and NDT.

Their expertise extends to working closely with national and global standard-setting bodies, contributing to the establishment of the primary measurement standards in the industry. This acquisition brings valuable and recognized acoustic expertise to the group, expanding our knowledge base in a domain that has previously been underleveraged in the underwater acoustic space in which we operate. We believe this acquisition opens up significant opportunities to integrate Precision Acoustics capabilities with our existing technology platform, particularly advancing our Echoscope technology. This will also enable us to penetrate new market sectors, such as passive acoustics and ultrasound imaging, critical areas for defense applications. Furthermore, the combined strengths of our group position us to qualify for larger defense-related programs, as well as explore exciting research and development opportunities that were previously beyond reach. Annmarie will cover any questions on the commercial aspects of this transaction.

Annmarie Gayle (Chairman and CEO)

Thank you, Blair. Finally, as mentioned earlier, in fiscal year 2024, we started to implement our M&A strategy and completed the first of a number of acquisitions, which we are targeting, subject to the satisfactory completion of due diligence. Precision Acoustics Ltd was acquired in the group to gain access to their expertise in the field of acoustics and medical imaging technologies, which are potentially transferable to the subsea market in which the marine technology business operates. Furthermore, this addition expands the group's collective capabilities and positions it to qualify to compete for larger defense contracts. They also sell a wide range of products and generate revenue of approximately $5 million, with margins of 52%. Let me now turn the call over to our Interim CFO, Gayle Jardine, to take you through our financials for the fiscal year 2024 before I provide my closing remarks. Gayle?

Gayle Jardine (Interim CFO)

Thank you, Annmarie, and good morning, everyone. Let me take you through our full year 2024 financial results, which are all reported in U.S. dollars. As Annmarie mentioned previously, due to the timing of our recent acquisition of Precision Acoustics, we had no material income statement activity, and therefore our income statement results discussed here today do not include Precision Acoustics. Starting with revenue. In fiscal year 2024, we recorded total revenue of $20.3 million, compared to $19.4 million in the fiscal year 2023, an increase of 5%. The product segment generated revenue of $12.8 million, compared to $12.1 million, a 5.7% increase from the prior fiscal year 2023. As reported earlier by Annmarie, this increase in our consolidated revenue was a result of improved demand from strategic markets and geographies, particularly for rentals and for equipment sales in Asia.

In the services segment, our U.K. arm was key to the 3.8% improvement in revenue in this segment, compared to fiscal year 2023. However, like the products business, U.S. engineering business unit was also affected by the reduced funding allocations under defense programs. Moving on to gross profit and margin. In fiscal year 2024, we generated gross profit of $14.2 million, compared to $13.0 million in fiscal year 2023. Gross margin was 69.8%, versus 67.3% in the prior year. In our product segment, gross margin increased to 77.9% in fiscal year 2024, up from 76.7% in 2023, reflecting changes in the mix of sales, with increased revenue from rentals, which generate a higher margin, combined with lower commission costs in the period. Our services segment gross margin also increased to 55.8% in fiscal year 2024, versus 51.6% in 2023, again reflecting the mix of sales.

Now moving on to our operating expenses. Total operating expenses for 2024 rose 2.9% to $10.6 million, compared to $10.3 million in fiscal year 2023. This was caused by a 7% increase in research and development, attributable to the investment we are making in our Thermite Octal range of mission computers. Our selling general and administrative, or SG&A, costs in fiscal year 2024 totaled $8.3 million, an increase of 1.8% over the fiscal 2023 expense of $7.9 million. As a percentage of revenue, our SG&A costs for the fiscal year 2024 improved, reducing to 41.1% of total revenue, compared to 42.3% in the fiscal year 2023. SG&A increased in real terms due to salary inflation, resulting in an increase in payroll expenses. Marketing also increased in accordance with our strategy.

Looking forward to our cost structure, we expect the addition of Precision Acoustics will increase our R&D expenditure, as we seek to leverage our expertise across the group. We also anticipate that SG&A will grow, reflecting increases in payroll, marketing, and investor relations expenses. Operating income in fiscal year 2024 was $3.6 million, compared to $2.7 million in fiscal year 2023, an increase of 30.8%. Operating margin was 17.6%, compared to 14.2% in the fiscal year 2023, driven by the increase in revenues, as previously explained, and the resulting impact the mix of sales type had on lowering our cost of revenues. Net income before taxes in the fiscal year 2024 was $4.6 million, compared to $3.4 million in the fiscal year 2023.

Net income after taxes, fiscal year 2024, was $3.6 million, or $0.32 per diluted share, compared to $3.1 million, or $0.28 per diluted share in the fiscal year 2023. We have a notable increase in tax expense year on year. Current tax expense increased by 187% to $0.7 million in the fiscal year 2024. We expect that our tax expense will continue to increase in the future, since we have no material net operating losses to offset this liability. Moving now to our balance sheet. Please note the published balance sheet figures do include Precision Acoustics Ltd and our post-acquisition compound figures. As of October 31st, 2024, we had $22.5 million in cash and cash equivalents on hand and no debt. This represents a decrease of $2 million over fiscal year 2023, where the reported figure was $24.5 million.

The cost of acquisition of Precision Acoustics, net of cash acquired, was $4.6 million. That completes my financial summary, so let me turn the call back over to Annmarie for her closing remarks.

Annmarie Gayle (Chairman and CEO)

Thank you, Gayle. I am very pleased with our fiscal year 2024 results, which saw an increase in revenue, gross profit, and earnings per share. 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 a goal of securing recurring sales of multiple units under these programs. We are also seeing the vindication of this strategy. To summarize, DAVD COTS System is now operational across nine naval commands within the U.S. Navy. We are seeing annual budgeting for this product line by the U.S. Navy and expect purchases in fiscal year 2025 for this variant of the DAVD.

The DAVD user base is also adopting the Echoscope technology as part of the DAVD solution. We have reached a pivotal point in the DAVD COTS System hardening program, and we anticipate the first sales of this variant in fiscal year 2025. The DAVD technology has now matured, and the key step forward was the delivery of the DAVD Gen 4 head-up display, which now is a more compact display unit and a much higher resolution. This has opened up many new opportunities for the technology, and we expect the award of three new programs around this technology. Our Echoscope C500 technology, a short-range, high-resolution sonar used for close-up visualization and mapping, has been demonstrated to several defense customers and is a contender for several opportunities for ship hull applications and close-range target inspection.

We will also continue to prosecute our M&A strategy, and in financial year 2025, subject to the satisfactory completion of due diligence, we anticipate completing another acquisition in the group. Through our strategy, we aim to pivot the revenue model of the marine technology business to a multi-year, multiple sale 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?

Operator (participant)

Thank you. At this time, we'll be conducting a question-and-answer session. If you'd like to ask a question, please press Star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press Star 2 if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the Star keys. One moment, please, while we poll for questions. Our first question comes from Brian Kinstlinger with Alliance Global Partners. Please proceed with your question.

Brian Kinstlinger (Managing Director and Senior Technology Analyst)

Hi, Gayle. Thanks for taking my questions. I've got a handful. The first, as it relates to the fourth quarter results, can you talk about the mix of revenues that led to lower-than-usual gross margins in both segments?

Annmarie Gayle (Chairman and CEO)

Hi, Brian. Good morning.

Brian Kinstlinger (Managing Director and Senior Technology Analyst)

Good morning.

Annmarie Gayle (Chairman and CEO)

Are you thinking about Q4 itself?

Brian Kinstlinger (Managing Director and Senior Technology Analyst)

Yeah. I mean, full year doesn't matter. It's a long time ago, so I'm just kind of thinking about the fourth quarter. Yeah. If I look at the gross margin in marine, it was about 76%, which is kind of below where it was the last two quarters. If I look at the marine engineering, it was 52%, and revenue didn't fall off there. Again, it was also a little bit lower than it was recently.

Annmarie Gayle (Chairman and CEO)

I can't provide the details, but as we always report, margins are subject always in both parts of the business, the mix of sales. For example, equipment sales will carry less margins than rentals, for example. It really depends on the types of sales that we have in the quarter. Unfortunately, I don't have the breakout of the Q4 mix, but generally, it's driven by simply the mix of sales that we have in the revenues.

Brian Kinstlinger (Managing Director and Senior Technology Analyst)

Okay. Yeah. I know it looks like rentals then was lower in the fourth quarter compared to the last two, so that speaks to some of that.

Annmarie Gayle (Chairman and CEO)

It could be, yes.

Brian Kinstlinger (Managing Director and Senior Technology Analyst)

Yeah. And then moving on, can you tell us how much revenue the DAVD program has generated in fiscal 2024? And with the funding challenges in the U.S., how do you think about the range of outcomes for this product in the current fiscal year? I know you mentioned you're confident in three new programs around the technology. Maybe you can size those.

Annmarie Gayle (Chairman and CEO)

Yes. So I mean, overall, in fiscal year 2024, we saw really a significant reduction in funding from U.S. programs, and that's really typical. First of all, that's typical in an election year. Also, that also carries on a period of hiatus between the outcome of the elections and the new administration going into place. So I think overall, many programs were only partially funded.

So the DAVD program, for example, we didn't get the funding we were expecting for, for example, on the hardening program and for purchases of the DAVD Gen 3 systems that we have. So overall, in fiscal year 2024, I think that we saw revenues from the U.S. decreased by 33.4% because of reduced funding. Now, most of the things that we anticipated, they've not gone away. They've just moved from last year and hopefully into this year. So I think that we expect, for example, Q1 to be challenging for the business because programs continue to be funded by continuing resolutions. But we expect to see that changing in our second quarter onwards. So overall, I think all the DAVD programs that we have in the pipeline, and when we think about the DAVD, we should think about the DAVD COTS System, which is already in the field.

And as Blair explained, that's being used by nine commands currently. Year on year, we're seeing acquisitions and budgeting for that product line. The untethered variant is still going under program of development, but I think we've reached this pivotal point under the hardening program, and the biggest milestone has been achieved, and that was the new head-up display for fitting in those types of masks that we've delivered. Again, under that program, we anticipate in fiscal year 2025 to see the first initial purchases of that system. I'm really, really excited. Please remember, as we have always said, the untethered variant is the most promising and the biggest market for the business to see that we have delivered the biggest barrier to the success of the program in fiscal year 2024, despite the funding challenges. Very, very pleased with the team and what we've achieved.

Brian Kinstlinger (Managing Director and Senior Technology Analyst)

You're talking about three new programs. You're talking about your first initial orders. Can you size it at all? Are we talking very marginal-sized programs? Are we talking very large programs? Somewhere in between? Any kind of numerical discussion would be helpful.

Annmarie Gayle (Chairman and CEO)

So on the COTS Systems, on the Navy side this year, in terms of purchasing systems, we would expect $2 million of purchases of equipment. For purchases of the initial untethered system, we would expect that to be $1 million. And for the other development programs around the technology, we expect $2 million. So in all, we're tracking for DAVD $5 million in this fiscal year. But I think that the thing that we're focused on and what we feel to be pivotal for our business is the fact that the untethered variant is moving from its R&D phase into an acquisition phase.

That is really and what we have visibility and what we're talking about here, just to be clear, it's only the opportunity with the U.S. we're talking about here. We have not begun to talk about all of the other opportunities that we're tracking with foreign navies, and we should also remember that the untethered program is a joint-funded program between the U.S. and a significant foreign navy. They also will be in lockstep with the U.S. in terms of acquisitions. We simply don't have their budget at this stage, so I think what I am seeing, I can see on the U.S. side, we expect $5 million worth of DAVD revenues of different makeup this year, but that excludes opportunities that we think are close globally for the DAVD technology.

Brian Kinstlinger (Managing Director and Senior Technology Analyst)

Okay. Then switching gears, you commented on foreign customers being careful right now related to uncertainty around tariffs and the current administration. Can you talk about how you're thinking about tariffs potentially impacting your business?

Annmarie Gayle (Chairman and CEO)

Yeah. In general, as you know, tariffs can in general stymie the business environment because it impinges on the free flow of goods and services. And the broader implication is that it could contract demand or reduce demand because simply it becomes much more difficult to export items. So I think generally, as I said, what we're seeing is a general caution in the environment or the environment being very cautious. And the infrastructure budget, it's a big budget in the U.S., for example. And many, many European offshore service providers were in the queue for many big programs this year in the U.S. for some of the infrastructure projects like offshore renewables. So until we can gauge the new shift in policies, what they mean, it is still a lot of unknowns.

So that's pretty much what I'm hearing from our customer base, just cautious and just a lot of unknowns until the policies are in place.

Brian Kinstlinger (Managing Director and Senior Technology Analyst)

Great. One on Precision Acoustics. It sounds like it can be much greater under the Coda umbrella, but it sounds like they've underinvested. Can you talk about any increased investments you have to make to achieve these potential revenue synergies? And then do you think this acquisition will be accretive to operating profit or diluted to operating profit in the first 12 months?

Annmarie Gayle (Chairman and CEO)

Jeff, I'm going to ask you to take questions on Precision Acoustics, please.

Jeff Turner (Investor Relations)

Okay. Hello, Brian. You asked two questions there. First of all, Precision Acoustics is actually quite well-equipped.

We've bought very little equipment in the last three months since we've had ownership of the business. So I don't think we have a worry there about having to plow in a load of capital. The company has been profitable for the last however many years if you look at the publicly available figures, and I see no reason why that would change. I think the business will continue to be profitable.

Brian Kinstlinger (Managing Director and Senior Technology Analyst)

Okay. Last question I have, Annmarie.

Annmarie Gayle (Chairman and CEO)

Sorry, Brian. I just wanted to, sorry, Brian. I just wanted to add there. So just the way what's exciting about Precision Acoustics is what I would call it's a business that was just really operating almost without any business development because it just, whatever it does, it just has the market for those things. So we think that we can plow in business development in that area to grow the revenue.

So that's the aspect that I'm particularly excited about. I'm also excited about the capabilities that it brings to the group, and therefore, collectively, we can, if you like, compete for larger defense contracts. So those are the two headline things for the acquisition.

Brian Kinstlinger (Managing Director and Senior Technology Analyst)

Thank you. Last questions. Our first, is there any seasonality in precision? And then as you think about another acquisition this year, should we be thinking similar size of precision, or might it be something larger?

Annmarie Gayle (Chairman and CEO)

Jeff, can you speak to the seasonality, and I'll talk to the other acquisition?

Jeff Turner (Investor Relations)

Yeah. Sure. There's no discernible seasonality really to the business. There's some dependence. A lot of the customers are universities, so there is some dependence on the budgets appropriate for the university academic year. But there's no real appreciable seasonality, no.

Brian Kinstlinger (Managing Director and Senior Technology Analyst)

Great. All right.

Annmarie Gayle (Chairman and CEO)

And in terms of the acquisition that we're currently looking at, it's larger than Precision Acoustics, so.

Brian Kinstlinger (Managing Director and Senior Technology Analyst)

Great. Thank you so much, guys.

Annmarie Gayle (Chairman and CEO)

And thank you, Brian. Thank you for your questions.

Operator (participant)

Our second question comes from Richard Deutsch with Sutter Securities. Please proceed with your question.

Richard Deutsch (Equity Analyst)

Yes. Thank you. Thank you for letting me ask my questions. I have several questions myself. In the underwater vehicle work that you're trying to get involved in with the drones and the other vehicles, what differentiates your technology from the competition?

Annmarie Gayle (Chairman and CEO)

Blair?

Blair Cunningham (Divisional CEO and President of Technology)

Yes. Thank you, Richard, for that kind of well-considered question. I think really the key differential is, as we've always said, with the Echoscope technology, it performs really essentially two things at one time. You can do the mapping, which is predominantly, as I think I said in my comments in the filing.

A vehicle is either trying to create a map of the seafloor, which then gets processed later on, and then perhaps something else goes out to take custody or prosecute that target in whatever manner that may be. What we are changing on its head is allowing the vehicle to not only make the map, but also then be able to, say, stay stationed on a target and then prosecute that target in whatever way they want. So a for example would be in the vehicle space, there's a number of new vehicles, which I would call hybrid autonomous vehicles or hybrid ROVs, where they can perform the mapping mission, which could be covering several kilometers of seabed, and then go back and identify the targets and then either do something with those targets.

So they have manipulators or other tools onboard the vehicle, which it transforms into once it's completed the mapping mission. Traditionally, that would require multiple different sensors to be able to complete that same mission profile. And what we're providing is a single sensor that can do those things together. Not only that, we're also then providing additional benefits to the vehicles, such as three-dimensional forward-looking obstacle avoidance, where traditionally that's always two-dimensional, and the ability to reduce the payload and the power requirements for these vehicles. I think those are two critical aspects that the vehicle markets are looking at. What's my duration I can run on the available batteries I can carry, and then what mission profiles I can perform?

Richard Deutsch (Equity Analyst)

Okay. So why would there be any competition? Is it price? I'm trying to understand why this wouldn't be the expected winner of these competitions.

Blair Cunningham (Divisional CEO and President of Technology)

I think with a lot of the, yeah, sorry. I mean, yeah.

Annmarie Gayle (Chairman and CEO)

Yeah. We're going to say, and I get to go ahead, Blair, but what I wanted to say, that question, Richard, is to say lots of these underwater vehicles are still in their evaluation phase. So we haven't lost anything, but they still have to go through their evaluation on different technologies and what they offer. So you're right. I mean, for us, it's a slam dunk. The Echoscope is more advanced because, as Blair explained, it's a single sensor for multiple applications, whereas if you use other sensors, you've got many different sensors for different missions. So by combining a single sensor for multiple applications, you're reducing cost and you're reducing your payload and power requirements, as Blair said.

So I just wanted to chip in and say that we've got a number of programs that are ongoing, and we believe the Echoscope is a contender for many of these programs. So sorry, Blair. Over to you.

Blair Cunningham (Divisional CEO and President of Technology)

Yeah. No. I think you answered most of what I was going to say. I think the only other thing I would say here is that, yes, of course, with all defense programs, a lot of these have been underway for many, many years. So yes, we're coming in as an incumbent. However, it's clear that not only the commercial industry, but the defense industry are looking at ways to do better teaming. So that teaming could be a diver to a vehicle, could be a vehicle to the prosecution of, as I say, the specific task. Yes, the olden way is to actually use the lawnmower approach.

You can go out and mow the lawn, and then you come back and see what do we have and what do we need to do next. That's what everyone is now considering as being a realistic opportunity. So as Annmarie said, these opportunities have certainly not gone, and a number of programs are looking to embed us into the outside design of their vehicles with the Echoscope in mind. So I see that as really positive, highly beneficial for the product line moving forward.

Richard Deutsch (Equity Analyst)

Yep. I happen to agree with you. I'm just wondering why all of these projects don't choose you as their bolt-on for their system as opposed to some other sonar. That was really my question.

Blair Cunningham (Divisional CEO and President of Technology)

Sure. Yeah.

Annmarie Gayle (Chairman and CEO)

But you're assuming that though that we're not chosen, and I can't speak for what the customer is thinking, but what we are seeing from what we're doing, we're seeing all of the programs that we're engaging in. We see, first of all, something which is interesting. We will engage, for example, with Prime Contractor A, and initially, they would say to us, "Okay, we want you for this scope." Then the next thing we see that they expand the scope, and the next program they have, they include the Echoscope. So that's how we see that once we are in a program, the program is expanded for other uses of the Echoscope.

So I can't say why everyone doesn't see what we see, but what I am seeing in where we are, I feel we're making good progress in getting the Echoscope designed in these programs at the front end.

Richard Deutsch (Equity Analyst)

Okay. Thanks for that. The next question I have is the head-up display. Can it be used for other indications like aircraft, NASA, non-underwater or gaming? Is there any other opportunities for your head-up technology to expand beyond underwater visibility?

Blair Cunningham (Divisional CEO and President of Technology)

That's a great, great question, actually, and something, of course, we are working on actively at the moment. I think the biggest switch point for us definitely was in the DUS-hardening program where we've created our new Gen 4 HUD. That is a game-changing enabler for, yes, not only perhaps the smaller full-face masks, scuba mask-type market, of which there's much, much higher volume, as I've stated, than hard hat diving.

But you're correct. All other adjacent markets, above water, between water and above water, those are absolutely opportunity spaces that we're actively looking at at the moment. So yes, we do see that as an opportunity. The one key thing I would say is in the fighter pilot kind of type market, yes, that could still be an opportunity space. But however, we have focused on our deliverables is always generally conditions of low visibility, noise in the water column. So this is generally not what I would call a daylight head-up display. That doesn't mean we cannot enter that space. But our primary focus today has been in solving the much harder problem of dealing with vision in occluded or very disruptive and noisy environments. So of course, all adjacent markets surrounding those same facets are absolutely opportunity for us to explore.

Richard Deutsch (Equity Analyst)

Okay. You just hit my next two questions, so I'll just elaborate on one of them. Can you get into a little bit more detail about what hardening involves?

Blair Cunningham (Divisional CEO and President of Technology)

Sure. So let me start by saying, and this is a worthwhile point, the DAVD technology, the DAVD tether technology encompasses a lot of features to address a lot of different mission profiles. So DAVD-hardening was addressing multiple different aspects. So number one, we're now going between a diver who perhaps walks on the seafloor with a hard hat helmet who's tethered to a surface ship to now an agile swimmer that will be swimming in a rebreather, much lighter equipment. So we had to repackage the equipment, make that form-fit function with existing rebreather equipment.

So really, you can think of it as miniaturizing as much as possible, taking as much weight out of the system, and form-fitting around the other dive equipment that they also have to carry such that the DAVD system, with all its benefits, doesn't carry a payload obligation for the diver. The second point, which was the DAVD HUD, so the Gen 4 HUD, our current optics or our previous optics in the Gen 3, they could not fit into the smaller masks. They were too large, the waveguide optics that we previously used. So this complete ground-up development, which will eventually replace all of our HUDs, is an incredibly much smaller payload that allows us to fit in the smallest of dive masks, which perhaps EOD-type community, that's what they are very, very interested in.

Richard Deutsch (Equity Analyst)

Okay. Well, I've followed you guys for years now, and I'm very, very excited to see how you're entering this exponential phase of opportunity and potential profitability. So keep up the good work. I'm really impressed. Thank you.

Blair Cunningham (Divisional CEO and President of Technology)

Thank you, Richard.

Annmarie Gayle (Chairman and CEO)

Thank you, Richard. Thank you very much.

Operator (participant)

As a reminder, if you'd like to ask a question, please press star one on your telephone keypad. One moment, please, while we follow up for questions. Our third question comes from Steve Emerson with Emerson Investment Group. Please proceed with your question.

Steve Emerson (CEO)

I'm so happy to see your excellent progress in these very large markets. But now that we're facing poor short-term results, perhaps you could give us a better idea of the addressable markets, for instance, U.S. underwater warfare scuba divers. How big are some of these markets that you're addressing? Of course, give a range. How big are these contracts that you've alluded to that are, let's say, you're competing with? I am certainly aware of the $5 million from U.S. for scuba. If you could size some of these markets, it would help us.

Annmarie Gayle (Chairman and CEO)

Sure. Blair, go ahead. Yeah.

Blair Cunningham (Divisional CEO and President of Technology)

Sure. Yeah. I was just going to say from the market of DAVD, as we've always said, the DUS, which is the untethered full-face mask market. There is a considerable number more of those divers in different types of applications than the hard hat diver. However, getting the hard hat diver in with the Navy was the door opener for these other markets. I definitely feel we've achieved that, and that's what's bringing the promise of these new contracts.

Just to give some form of size, I think, Steve, there's something like 2,200 SEALs, 120 EOD divers, 1,225 of other divers just within the US alone. The way that we view that is we're looking to convert roughly about 15% of those, which would give us a target of $40 million over five years just within the US sector.

Steve Emerson (CEO)

Okay. Excellent. And can you give TAM? And why would 15% be an appropriate number for TAM?

Blair Cunningham (Divisional CEO and President of Technology)

Do you want to take that one, Annmarie, or I can take that one?

Annmarie Gayle (Chairman and CEO)

Well, I think when we started, first of all, sorry, I think I'm having some trouble here. Sorry. Blair, can you just, yeah.

So when we started this, first of all, Blair, sorry, we have to understand how customers would adopt the technology because despite the fact that we say, "Okay, there are X number, let's say 4,000 divers in the U.S.," we still need to understand how the customer would adopt the technology. Is it a one-for-one adoption? And those are things that are unknown to date. So we've really just modeled and said that our target is 15% based on trends that we see in the adoption of the technology. Sorry, Blair, over to you.

Blair Cunningham (Divisional CEO and President of Technology)

Yes. Yes. I think that's correct, Annmarie. I think many of the new groups, if we take EOD as a good example, were in the early-stage discussions with those groups. I think the promising fact is everyone has been able to see, witness, and dive the tethered system of DAVD, and now, of course, the initial variant of the untethered system. So we're in active discussion, and they themselves are trying to understand what other sensors can they bring into the DAVD system. I think, as I said in my initial remark, we're trying to make the cell phone revolution underwater. That only works if you can incorporate other sensor data or other information. For example, that could be biomedical information, the stress on divers, for example, or it could be other type of sensors like magnetometers, ADCP, and all of those factors.

Those are all critical because that creates the swell around the use of the technology, and we become the linchpin in the center. And I think we definitely are feeling that we are becoming the linchpin there. It's now about working together with those teams so that they don't display technology A, reintegrate with the previous generation of their technology, and then it's a seamless migration for them. I'll give one case in point. The majority of perhaps SEALs or EOD divers would swim with, let me just say, an iPad underwater. They have a display underwater. So clearly, the next evolution of that is to have that in the head-up display. However, it's not quite simple to take all of that information and put that in the head-up display, much like the automotive market that it takes on board.

Augmented reality is a skill set in its own to display the right level of information at the right time for the diver, also based upon what they're doing. So there is a skill and an art there, and it isn't just a complete one-to-one. So we are looking at the overall market to try and bring the adoption curve up. Clearly, the focus for us is to be involved in the most high-volume applications, which we'll then see is the biggest yield. But I think we felt the 15% conversion over our initial modeling over the five years felt a very reasonable target for us to achieve.

Annmarie Gayle (Chairman and CEO)

Yeah. And I think we can't. I mean, regardless how big the market is over time, the biggest priority for this business is to get the untethered variant in the field operational, and that will set the precedent for global adoption in the military community with foreign navy. So we have to do this well. And I think we've reached this pivotal point in the program where we're now reaching to the phase where there's acquisition of a small number of units in this year. And I think that will be the stepping stone for increasing the adoption curve over time. I really think that's an important milestone for our business.

Steve Emerson (CEO)

Okay. Thank you. I'm looking forward to receiving, perhaps in your presentation, some more detailed addressable market-by-segment information. Second question, can you give us some metrics or better feel for this acquisition you said is in due diligence phase?

Annmarie Gayle (Chairman and CEO)

Well, at this stage, actually, Steve, I can give you a rough order of the size. Is that by revenue are you thinking about, or are you thinking about what we're looking to spend?

Steve Emerson (CEO)

Yeah. Give us what you feel comfortable telling us.

Annmarie Gayle (Chairman and CEO)

Well, the most I can see, given that we're going through due diligence at this point, is that the target purchase price is at $12 million, sorry, $14 million. Sorry, got that wrong.

Steve Emerson (CEO)

Okay. And can you give us revenue and EBITDA? What kind of overlay?

Annmarie Gayle (Chairman and CEO)

I prefer not to, at this stage, Steve, to talk anymore about the target because we're under NDA at this moment, and we're still just early days of the due diligence. So I'd much prefer to wait until we progress more with the target. Okay. And subsegment, or again, you'd rather wait? At this stage, I don't want to pre-announce something that is really at its nascent stage. So if you don't mind, I'd like to not say much more about this.

Steve Emerson (CEO)

Certainly. Thank you.

Annmarie Gayle (Chairman and CEO)

Thank you for your accommodation. Thank you.

Operator (participant)

Our fourth question comes from John Dasher with Pinnacle. Please proceed with your question.

John Deysher (Senior Analyst)

Good morning. Thanks for taking my question. Most of my questions have been answered, but I was curious on the Precision Acoustics purchase. When you say you're going to enhance business development, what exactly does that mean?

More salespeople, more offices? What does increasing business development mean for that company?

Annmarie Gayle (Chairman and CEO)

More salespeople, sales and marketing. As I said, when we acquired them, they really weren't doing any sales and marketing because the sales just dropped in. As I said, I think we can introduce business development via sales personnel to grow the business, and that's one area we're looking to invest in. Any idea of how many additional salespeople you'll be hiring? Well, initially, it's a small business. So if we sort of put in two salespeople initially, I think that would be plenty in the first year.

John Deysher (Senior Analyst)

Okay. That makes sense. And you mentioned that the business did, I think, what, $5 million last year in 2024? Gross margins were 52%. What were operating margins for 2024 for that business?

Jeff Turner (Investor Relations)

Jeff, do you have their operating margins? It's not a simple question to answer as it might seem, actually, because it was largely privately owned, and it was run almost as a subsidiary of another company. And some of the charges to and from are a little bit oblique. So I'd prefer really not to be drawn on operating margin except to say that I expect it to be positive.

John Deysher (Senior Analyst)

Okay. Will it be in line with the operating margins for the legacy Coda business, which were, I don't know, 15 or 16%?

Annmarie Gayle (Chairman and CEO)

17.2%. So it's no, I don't think so.

Blair Cunningham (Divisional CEO and President of Technology)

Yeah. I would hope it was something like that. Yes.

John Deysher (Senior Analyst)

Okay. All right. Fine. And I think you said that you were going to increase the R&D and the SG&A this fiscal year. By what percentage might you think each of those might go up for R&D and SG&A?

Blair Cunningham (Divisional CEO and President of Technology)

I think that let's take the SG&A first. We would probably put in a couple of people over the course of the year, as Annmarie said. I think they'll probably be in the, let's say, towards the latter half of the year. We're running at about 22 people at the moment, so it would be equivalent to about one head over the course of the financial year. In terms of R&D, there are a number of projects that we are running, which I think we would hope to get some results out of in terms of product.

John Deysher (Senior Analyst)

Okay. So R&D last year was $2.3 million. What percentage increase do you think we should model for this year?

Blair Cunningham (Divisional CEO and President of Technology)

I think we would look towards perhaps four or five projects over the course of the year of varying sizes, but we're towards the start of the year at the moment, so it's difficult to be precise.

John Deysher (Senior Analyst)

Do you think it might go up?

Annmarie Gayle (Chairman and CEO)

Yeah. And I don't think in terms of internal R&D, just to answer that question, I don't see just collectively, I think our goal would be to keep an increase of 5% in terms of monetizing the capabilities of Precision Acoustics in the group.

John Deysher (Senior Analyst)

Okay. Well, that's helpful. And SG&A was, I think, $8.3 million last year. How should we model that for this fiscal year?

Blair Cunningham (Divisional CEO and President of Technology)

As I said, I think that

Annmarie Gayle (Chairman and CEO)

it's also going to depend on the pace at which we take on these costs at the moment. Really, in terms of our R&D effort, cross-group R&D effort, it's really, at this time, thinking about what our priorities are in terms of near-term goals to monetize what they have in the broader group. Currently, this is internal resources. Later on, it will involve really just buying kits to start working on. I think it's going to be an incremental increase in our R&D for Precision Acoustics leveraging what they have in the group. It's a gradual increase in our costs over the year.

John Deysher (Senior Analyst)

Okay. That's helpful. And finally, do you anticipate segmenting out Precision Acoustics, or will you include that with either product or services?

Annmarie Gayle (Chairman and CEO)

That's a great question. In terms of segment reporting, it will fall on the products. But just to be clear, that will be when we report products, there will be the marine technology business products, and then there will be PA business because it's a different business unit within products.

John Deysher (Senior Analyst)

Okay. Well, on the operating income line, will you break that out as well? Marine versus?

Annmarie Gayle (Chairman and CEO)

I don't know at this stage. I mean, we'll do what's required for reporting purposes. So I don't know. Gayle, do you have a view on this?

Gayle Jardine (Interim CFO)

I believe our current plan, Annmarie, thanks for the question, is to keep it under the products segment reporting is to keep it clean as that and not to break it out separately.

John Deysher (Senior Analyst)

Okay. So you'll break out the sales, but not the operating margins?

Gayle Jardine (Interim CFO)

Yes.

John Deysher (Senior Analyst)

Yes. Okay. Good. I guess finally, is there a public disclosure of how, or will there be a public disclosure, maybe an 8-K or something in terms of how Precision did for the year?

Annmarie Gayle (Chairman and CEO)

No. I don't think there's a requirement. No, there is no requirement for an 8-K for Precision Acoustics. And we finish our first quarter, I think, two days from now. So we'll be filing our consolidated first quarter results 45 days after the end of January, so.

John Deysher (Senior Analyst)

Okay. So no separate disclosure. Okay. Great. Thanks much, and good luck to you.

Annmarie Gayle (Chairman and CEO)

Thank you very much. Thank you for that.

Operator (participant)

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

William Bremer (Founder and CIO)

Good morning, Annmarie.

Annmarie Gayle (Chairman and CEO)

Morning, Bill.

William Bremer (Founder and CIO)

And Blair, a welcome. And I thank you for the commentary and the articulation of so many of our future products as we go into commercialization. My first question, and really only question, is on the whole scanning. How are we going to sell this product or service? Is this going to be maybe a yearly multi-service agreement? Is this going to be by vessel? Is it going to be an equipment sale? If you could just enlighten us a little bit on your sales approach there.

Blair Cunningham (Divisional CEO and President of Technology)

Thank you, Bill. That's a great question, and I guess I should clarify also for everyone in terms of what we extensively mean by ship hull scanning. Our initial customer, which is the U.S. Navy, specifically had in mind ship hull scanning for either parasites on a hull or for incident reporting off a hull, so to save on what I'm calling dry docking fees, so you can call that in some respects ship husbandry in some respects. The market opportunity is quite massive, however.

I would say over the last three to four years, actually, I've been trying to group many of the customers or potential markets that require the same solution but are trying to do different things. If I give you just a case in point, we have the group that want to avoid maintenance and repair costs by doing that underwater. We call that dry docking fees. You secondly have a battle damage assessment where perhaps, and I know we can comment on this a couple of years ago, there were several incidents where U.S. Navy vessels came in contact with either other vessels or other objects, and they had battle damage. How can the ship hull scanning solution provide an instant view under the water before going into port? We then have what I would call the parasite kind of type community.

So that is either EOD for what I would call naval vessels, but in the commercial sector, that is anyone coming into major ports. And these things always get flagged up to be able to scan those hulls for looking for unknown objects. And then, of course, you have the whole customs-type route as well, which looks at other attachments to the hull, such as false panels in the hull where they're packing narcotics and drugs. So this solution that we have is intended to address all of those markets.

The second point I should point out is that although for our initial customer, we developed the hull sled, which is a solution for a diver to go in, create a real-time map underwater under the hull, and to do inspection, the same solution platform could be deployed on perhaps a surface vessel, or it could be deployed more commonly on an ROV. And in actual fact, our EOD customers are using the ROV approach instead of the diver approach. So really, I think as we stated in the filing, this is a global market opportunity, and it's got multiple different sectors to it. Currently, what we're addressing is the Navy requirements, which is really the ship husbandry and EOD-type aspects. And that's what we're looking at. But I do suspect this will be an investment. This is probably not going to be a service thing, I would say.

And as it currently runs at the moment, the Navy employs contractors to do either ship hull cleaning, the dry docking fees. And I would suggest that perhaps they would be involved in this process, and we're providing the solution for them to do that job quicker and faster.

William Bremer (Founder and CIO)

I thank you for the call, Blair. I truly do. Given all those different end markets, I'm assuming there's going to be different SKUs or different models of this technology over time.

Annmarie Gayle (Chairman and CEO)

Well, sorry, just to jump in there. The ship hull scanning solution we put forward, it's not going to be different from our model of selling the technology or renting the technology. So it's going to follow one of those, Bill. So we will not be providing a service around the technology.

We are selling the package, and the customer will use this in their operations as they currently do with what we sell in the market today, so it will be either outright sale or a rental.

William Bremer (Founder and CIO)

Okay. Agreed. Blair, is it possible, and I guess I'm assuming that the vessel is in port at the time of the scanning, but is it possible over time that the next couple of generations, this type of technology can be equipped that the vessel doesn't ne

Blair Cunningham (Divisional CEO and President of Technology)

ed to be in port? Great question, and yes, I guess the two models, I would say, that are under evaluation, and this is where we think the next opportunity with our customer is looking at. I do know, for example, the Coast Guard has jurisdiction out to a certain number of nautical miles away from the port, and then it becomes the port's authority at that point.

There are two models. There's the ship at anchor, a steady state out in the open water. That generally could easily be an augmentation of the current solution. And I don't think that would necessarily represent a significant challenge. It depends on the sea state, of course. If the ship itself is dynamically moving, we'd need to be able to capture that information in addition to our own movement. So there's some math to go on to solve that problem. I think what was a desire of many people was, I would call it the carwash-type ship hull scanning solution where sensors are placed on the seabed, and as the ships pass over them, then they would instantly be scanned.

I think that model, I'm not saying it's been disproven, but it's much harder than I think either the customers or the technology people thought that it may be simply because the ship is underway, is creating its own cavitation, different sizes of vessels. A ship can't slow down to the speed perhaps required for scanning, so there's many more complications, but certainly, scanning offshore should be exactly the same as the ship necessarily being at dock. Also, recall that an entire 3D model of the hull is generally required for people like ship husbandry, battle damage assessment, for example.

When we look at narcotics kind of type of thing, there's a certain region of the hull of which they're interested, so we've become much more localized in terms of where we have to do the search and where we look at the information, and sometimes it could be real-time search. We don't have to create what I would call the high-resolution 3D map, and that's really where our technology comes into play. We can do the real-time inspection, and we can build the map.

William Bremer (Founder and CIO)

You just answered my final question. I thank you for your time.

Blair Cunningham (Divisional CEO and President of Technology)

Thank you, Bill. I really appreciate it. Thank you very much.

Operator (participant)

Our next question comes from Walter Ramsley with Walrus Partners. Please proceed with your question.

Walter Ramsley (Research Affiliate)

Thank you. I got a couple of more financially oriented questions. The company did $5.5 million in revenue to Asia. You say China is your biggest offshore market, and that the export controls could prevent you from selling to China anymore. Can you quantify that? How much you're going to be at risk for if those export controls are retained?

Just to be clear, Walter, thank you for your question. Most of the composition of Asia is Japan, actually. So we've been impacted in terms of sales to China for many years now. So it's getting less and less a problem for us because since, I think, 2022, we've had reduced ability to sell to China. So most of the composition is Japan.

Okay. All right. Good enough. And as far as the Precision acquisition, we got the acoustics acquisition. It's in the 10-K that amortization pro forma was $477,000. Is that going to be the number going forward for the amortization?

Gayle Jardine (Interim CFO)

I can take that, Annmarie. That's the number for four years. Yeah. So for the first four years, that's the number. And then it reduces slightly when our non-competes stop after four years. So then it'll go down slightly, and it lasts for a total of seven years is what we've modeled.

Walter Ramsley (Research Affiliate)

Okay. No, I see. Well, I'll basically worry about those years when we get there. But for the time being, that's good. And okay. And the earnout target is a pre-tax number of $1.05 million. Is that before the amortization or after?

Gayle Jardine (Interim CFO)

Before.

Walter Ramsley (Research Affiliate)

Oh, okay. So they have to make $1.05 million, and then you would, for your financial reporting, subtract from there. But to calculate the earnout, that's really all I have to get. Okay. I think that sounds good. Appreciate it.

Annmarie Gayle (Chairman and CEO)

Thank you, Walter. Thank you.

Operator (participant)

At this time, this concludes our question-and-answer session. I'd now like to turn the call back over to Annmarie Gayle for closing comments.

Annmarie Gayle (Chairman and CEO)

Thank you, Alberica. Thank you for your participation today. Have a great day. Thank you, everyone.

Operator (participant)

Thank you for joining us today for Coda Octopus's conference call. You may now disconnect.