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Good afternoon. My name is Audra, and I will be your conference operator today. At this time, I would like to welcome everyone to the Knowles Fourth Quarter and Full Year 2023 Earnings Call. Today's conference is being recorded. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. [Operator Instructions] At this time, I would like to turn the conference over to Sarah Cook. Please go ahead.

Thank you, Audra, and welcome to our Q4 and full year 2023 earnings call. I'm Sarah Cook, Vice President of Investor Relations, and presenting with me today are Jeffrey Niew, our President and CEO; and John Anderson, our Senior Vice President and CFO. Our call today will include remarks about future expectations, plans and prospects for Knowles, which constitute forward-looking statements for purposes of safe harbor provisions under applicable federal securities laws. Forward-looking statements in this call will include comments about demand for company products, anticipated trends in company's sales, expenses and profits, and involve a number of risks and uncertainties that could cause actual results to differ materially from current expectations. The Company urges investors to review the risks and uncertainties in the Company's SEC filings, including, but not limited to, the annual report on Form 10-K for the fiscal year ended December 31, 2022, periodic reports filed from time to time with the SEC, and risks and uncertainties identified in today's earnings release. All forward-looking statements are made as of the date of this call, and Knowles disclaims any duty to update such statements, except as required by law. In addition, pursuant to Reg G, any non-GAAP financial measures referenced during today's conference call can be found in our press release posted on our website at knowles.com, and in our current report on Form 8-K filed today with the SEC, including a reconciliation to the most directly comparable GAAP measures. All financial references on this call will be on a non-GAAP continuing operations basis unless otherwise indicated. We've made selected financial information available in webcast slides, which can be found in the Investor Relations section of our webcast. With that, please let me turn the call over to Jeff, who will provide details on our results. Jeff?

Thanks, Sarah, and thanks to all of you for joining us today. Before I get into the Q4 results and my remarks on the status of our markets and what we are seeing for Q1, I would like to start off with some highlights from the previous year. We again made significant progress in transforming our business to higher-value products, which we believe will drive increased shareholder value in the years to come. In our Medtech & Specialty Audio business, after a large inventory correction in the first half, we delivered 17% sequential revenue growth in the second half of 2023, with strong operating margins. Our operational performance, coupled with the success of our new products, gives us great momentum as we enter 2024. In our Precision Device segment, we successfully completed the acquisition of Cornell Dubilier, which significantly expands our total available market for capacitors in key markets and drives opportunities for future growth. Since closing in Q4, we now believe the synergies will be higher than our initial expectations. Lastly, the Company closed out 2023 with another strong year of free cash flow of $106 million or 15% of revenues. This has allowed us to continue to fund organic growth and look at additional acquisition opportunities in our target markets, all while continuing to buy back shares and keeping our debt at very manageable levels. We are very excited about the direction we are heading and believe we will continue to drive shareholder value in 2024 and beyond. Now on to our Q4 results. We delivered revenue of $215 million and EPS of $0.28, within our guidance range, with cash from operations of $60 million, which was above the high end of our guided range. Turning to segment results. Medtech & Specialty Audio revenue was up 9% versus the same period a year ago. The Hearing Health market continues to perform well, and we are expecting strong year-over-year growth in the first half of 2024. The dynamics of our aging populations in Western economies, expansion of the middle class globally, and increasing penetration of people with mild-to-moderate hearing loss all point to positive market dynamics in the mid- to long term. Precision Device revenue was up 10% year-over-year, including the acquisition of Cornell. While inventory in the channel remains high, specifically in industrial and distribution, and with a number of OEM customers, underlying demand appears to be stable, and design activity across our core markets remained high. With this backdrop, we expect increased earnings for PD in 2024 as we focus on cost controls and capacity utilization and optimization. Earnings growth will be driven by organic gross margin improvement and the Cornell acquisition and its associated synergies. Channel inventory normalization expected in the second half of 2024 will complement our expected earnings growth. Turning to the Consumer MEMS Microphone business. We continue to move forward with the exploration of strategic alternatives. In the quarter, revenue was up 8% from the same period a year ago. We have now seen three quarters of sequential growth, driven by growing demand in non-mobile products, expanded mobile share, and the ongoing recovery in the PC market. We expect to see strong year-over-year revenue and earnings growth in the first quarter of 2024. To summarize, MSA continues to perform well, and the momentum shown in Q4 gives us confidence in 2024 revenue and earnings growth. In PD, we are expecting channel inventory to correct and demand recovery to begin in the back half of 2024. Synergies identified in association with the Cornell acquisition are projected to be higher than initially expected, beginning to materialize in the second half of 2024. For CMM, we expect to achieve modest full year revenue growth in 2024. While 2023 was a challenging year, we performed well in the second half. Heading into 2024, I am optimistic we have growth across all three of our business units in revenue and total company earnings, along with continued robust cash flow. We continue to transform our company to higher value products and markets, and I'm confident the strategic actions we've taken will drive long-term shareholder value. Before I turn it over to John, remember, we will be providing revenue, EPS and cash from operations guidance. As I said in Q3, we believe these metrics are the best measures for our business and are aligned to the Company's focus. Now let me turn the call over to John to detail our quarterly and annual results and guidance. John?

Thanks, Jeff. We reported fourth quarter revenues of $215 million, in line with guidance and up 9% from the year ago period, driven by the acquisition of Cornell, which we completed on November 1. EPS was $0.28 in the quarter, within our guidance range, and $0.05 below prior year levels. In the Medtech & Specialty Audio segment, revenue was $67 million, up 9% versus the fourth quarter of 2022 and increased demand in the Hearing Health market. Gross margins were 54.2%, up 260 basis points versus the prior year, driven by factory productivity improvements, favorable product mix and foreign currency impacts. The Precision Device segment delivered revenues of $70 million, up 10% from the prior year, driven by the acquisition of Cornell, partially offset by lower shipments in the distribution and industrial end markets as we continued to see excess channel inventory. Gross margins were 35.4%, down 13-percentage points versus the prior year due to lower factory capacity utilization and the acquisition of Cornell. Consumer MEMS Microphone revenues of $78 million were up 8% versus the prior year, driven by higher shipments into the mobile and compute markets. Although full year revenues were down 12% in 2023, driven by an extremely weak first quarter, we delivered sequential revenue growth over the remainder of the year through a combination of market growth and share gains. Gross margins were 24.7%, 70 basis points above the same period a year ago on higher factory capacity utilization. On a total company basis, R&D expense in the quarter was $16 million, up slightly compared to the prior year. SG&A expenses were $31 million, $4 million higher than prior year levels, driven by the acquisition of Cornell and an increase in professional and legal fees associated with the exploration of strategic alternatives for CMM. Now I'll turn to our balance sheet and cash flow. We generated $60 million in cash from operating activities in the quarter and capital spending was $5 million. We also repurchased approximately 1.2 million shares at a total cost of $20 million and ended the year with cash and cash equivalents of $87 million. On a full year basis, free cash flow was $106 million or 15% of revenues, and we repurchased approximately 2.9 million shares at a cost of $48 million. We exited 2023 with $271 million of debt, which includes $160 million of borrowings under our revolving credit facility and a seller note which was issued in connection with the Cornell acquisition. Lastly, our net leverage ratio was 1.3x 2023 EBITDA. Now moving to our guidance. For the first quarter of 2024, revenues are expected to be between $190 million and $200 million, up 35% versus the year ago period, driven by both organic growth and the acquisition of Cornell. R&D expenses are expected to be between $17 million and $18 million, and selling and administrative expenses are expected to be within the range of $30 million to $32 million, up from prior year due to the Cornell acquisition. We're projecting adjusted EBIT margin for the quarter to be within a range of 12% to 14%. We're forecasting interest expense in Q1 to be between $5 million and $7 million, which includes approximately $2 million of noncash imputed interest. For full year 2024, we expect interest expense of $22 million. And we expect an effective tax rate of 14% to 16% for both the quarter and full year 2024. We're projecting EPS to be within a range of $0.16 to $0.20 per share, up $0.13 (sic) [$0.14] from the year-ago period. This assumes weighted average shares outstanding during the quarter of 94 million on a fully diluted basis. Lastly, we're projecting cash from operations to be within a range of $0 to $10 million, and capital spending is expected to be $5 million. I'll now turn the call back over to the operator for the questions and answers portion of our call. Operator?

[Operator Instructions] We'll go first to Christopher Rolland at Susquehanna.

So I guess you talked about some excess channel inventory in some of your end markets. I was wondering if you could perhaps flesh that out for us, and maybe discuss how this might affect kind of future revenues or areas as we look through 2024?

Yes. Thanks, Chris, for the question. So what I would say is the primary area that we see a lot of inventories, what we call it in the industrial/distribution channels. And we've listened to some of the big distributors calls, and they're seeing a fair amount of channel inventory. And it is impacting our business, no doubt, specifically in the PD segment, both in the Cornell portion as well as the traditional PD portion. Now we're hearing a lot that there may be -- again, people are projecting a recovery in the back half of the year. But I think what we're focused on in the first half is, number one, we do have strong organic growth in the first quarter, and it's being driven primarily by our MSA business as well as our CMM business. And of course, the additional revenue we get from Cornell through the acquisition, that's the inorganic portion. And to that end, again, I think we're really focused in on cost here in the short term, making sure we're optimizing our factory utilization, getting value creation in our factories, as well as cost control in our factories. And so those are things that we're going to be focused on until we see the recovery. But in the meantime, in a number of our businesses, we are seeing very little channel inventory problem at this point, but primarily industrial and distribution.

Excellent. And sorry for this all-encompassing question, but would love to know for March, you guys gave top line and bottom line, but would kind of love to know the moving parts on the kind of sequential changes by segment. And then also to get to your EPS guidance. And any clues on the balance between gross margin and OpEx, how those trend? And then lastly, John, I had a little bit of a question mark getting to your cash from operations. I assume there's some working capital adjustments, but would love to know what those were.

Okay. So just -- I'll handle the revenue portion by segment. I think as I kind of said, in the microphone business, we do expect strong year-over-year growth in the CMM business year-over-year. It is down sequentially, but probably a little less significantly than we normally see. We're still seeing quite good demand in Q1. So it's not as seasonally down as we would normally expect in a normal year. And then in our MSA business, it is seasonally down. Q4 typically is our strongest quarter in our Hearing Health market, where we have a big hearing aid show where products are launched in early Q4. A lot of building goes on in Q4. So seasonally, Q1 is usually lower. But again, our Hearing Health business is up pretty significantly year-over-year. And then if you go to the Precision Device segment, you would sit there and you'd look in total, it's up pretty significantly sequentially, but it's being -- or sorry, it's up marginally sequentially, a lot being driven by the Cornell acquisition. Now I'll turn it over to John to talk more about on the EPS and the cash flow numbers.

Yes, sure. So Chris, in my prepared remarks, I provided for Q1 revenue guidance, I provided OpEx, both R&D and SG&A as well as EBIT margins. The only thing I really didn't specifically talk about is gross margins, but you can kind of think of the gross margins being very similar to Q4 levels in Q1. And then, we expect sequential increases over the remainder of 2024. I think that was the first piece. I also provided the interest expense and taxes. So I think you have all the mechanics to get to that EPS guidance we have. I think your other question was on free cash flow.

Yes, cash from operations specifically. And I apologize, I joined the call a little late.

Yes. So cash from operations very strong in both Q4 and for the full year, and I would say, a lot of this is sustainable. We did have a benefit in 2023 for a reduction of inventory, about $14 million. When you look at the balance sheet, it's a little camouflaged, because you have the inventory related to the Cornell acquisition. But if you strip that out, the inventory, I'll call the legacy business, down about $15 million, which created some tailwind. I'd also say from a free cash flow standpoint, CapEx were lower than normal. They were extremely low for full year '23. I think we've pushed out some projects and really focused on investments with highest ROI. So I would say that could tick up a little bit going into 2024, more to like a 3% to 5% of revenue range.

Okay. I was specifically talking about the guide for cash from operations at 1 to 10. I was wondering if there was some working capital adjustments in there to get there?

For Q1, Q1 is seasonally our lowest free cash flow and cash from ops quarter. You can go back to Q1 of '22 or '23 and you'll see that. We have bonus payouts in Q1. That's a big outflow. But from other components of net working capital, there's not a huge swing. There will be some increases in inventory as we're building -- taking in raw materials and building for ramp-ups later in the year. So there may be a little headwind in the quarter. But again, Q1 is historically a slow quarter from a cash flow standpoint.

Even though Q1 is historically low, we're still expecting for the full year to have a very robust year again in terms of free cash flow.

Similar, maybe a touch lower than 2023. But again, pretty strong cash flow for the full year. So I caution just looking at one quarter.

We'll move next to Bob Labick at CJS Securities.

It's actually Lee Jagoda for Bob today. Just starting with the CMM business and the strategic alternatives process. Can you give us any kind of time frame for a decision one way or the other, whether it be first half, second half? Is it a 2025 event? And then I've got some follow-ups.

Obviously, we're trying to move this process along as quickly as we can, but there's no definitive time line at all to complete this. So that's what I'd say for now. And the process is progressing.

And then, I guess, in your prepared remarks, it sounds like the business is faring relatively well at the moment. What do you see as sort of the key drivers or variables to 2024 results? And how that might impact the process that's going on?

Well, I mean, what I would say, you're right, 2023, especially the back half, after a very difficult front half, specifically Q1 of '23, the back half shaped up pretty well. And Q1 is looking very, very well as well. And so the dynamics here really are we've got a number of new product introductions on our side that are -- and some of our customers do products, coupled with some share gains that we've seen. So we think we feel pretty -- and some market recovery. So I think overall, I mean, we're expecting modest growth on revenue side year-over-year. I wouldn't expect some kind of crazy growth number this year. But we expect modest growth. And I think it's in line with our expectations that we had three months ago.

And then just one last one for me. So had you not had such strong free cash flow in Q4? It sounds like you would have hit your goal of sort of returning 50% of free cash flow to shareholders through repurchase...

Yes, good catch. Good catch. Yes. We came in at just under 50%, and it's because December free cash flow was -- really was stronger than we anticipated. But I think it's close, IT'S probably 45%, versus the 50% return.

And as we look out to 2024, even if we don't have a sale to pay back some of the loan, is that how we should think about cash deployment?

Yes. I think there's not a huge change in our capital allocation. Given where interest rates are and given the fact we do have debt borrowings under our revolver, now we are evaluating, is it more advantageous to pay down debt versus repurchasing shares. I think it will be a combination of -- some combination of that. But we are evaluating it, given when we set that 50% of free cash flow return, interest rates were significantly lower. So, we're evaluating.

We'll move next to Tristan Gerra at Baird.

Could you break down the revenue contribution from Cornell in Q4 and what's embedded in the Q1 guidance? And then also, if you could expand on the accretion higher than expected that you expect from Cornell? What's driving that now that you have some visibility on the business post the close of the purchase?

So you're asking about the revenue from -- specifically from Cornell in Q4?

Correct. Q4 and Q1, if possible, yes.

Yes. It was roughly in line with our expectations for Q4, for two months, at about $20 million in revenue, and EPS neutral. And I would say that the monthly run rate probably slightly higher than that in Q1, starting to be a little bit higher in Q1 than the $10 million a month in Q1. I would say, if you remember on November 1 when we announced the closing of the deal, we kind of laid out some metrics. I think we're -- on the revenue side, what we said is pretty in line. I think the EBITDA is pretty close in line, maybe a tad higher. But I think the biggest thing we talk about here is on the synergies. We had, I think, committed to around $4 million on the cost side, as of closing date, within 36 months of the close. I think we're on target, maybe slightly ahead on that, the $4 million. But I think the biggest thing that we've come to bring to the table is that we think there's an opportunity for what I'd call product management or pricing to actually raise prices with this business, which I think if you know, there was a lead time with distribution inventory, it may take a little bit of time for this to kind of really come in and show up in our actual results. So, we probably won't see a lot of it start coming until the back half -- starting in the back half of '24. But I think what I'd say is, beyond the $4 million of cost savings, we see now, I would say, a reasonably significant, especially going into '25, improvement in margins from this business just purely based on pricing.

Tristan, just to add a little bit on the accretion. We expect it to be neutral again in Q1. We expect it to be accretive to earnings kind of beginning in the back half of 2024. And I think one thing to point out is in the calculation of accretion, we do include both the cash interest, and then I mentioned this in the script, there's what we call imputed interest. We had a $123 million interest-free loan in connection with that acquisition. So, we calculate using a market rate of about 7.25% on impute interest. So that's included in that.

I mean, I guess what I'd say, Tristan, overall, we feel pretty good about where we are three months into this -- three, four months into this, that this acquisition is really a nice fit for us, and has the opportunity to be a nice grower on the margin side and the EBITDA side, starting really in the back half of the year.

Great. And then for my follow-up, within the Precision Device business, if you could give us some details on how the various segments are moving. I'm guessing telecom, industrial, obviously going to be the weakest, given the inventory deleveraging that's going on, but any commentary as well on automotive, defense? And also how is the pricing looking like for the capacitor, which is most of that business? And also if you can remind us whether you have pricing agreements, LTA type of agreements, or is it all spot?

Yes. So first, on the pricing, and I think we talked about pricing in the Cornell portion of the acquisition. I think we've gone through a lot of the pricing work, obviously, in the traditional PD business over the years. But we expect modest price increases in 2024 over 2023. I think the biggest thing that we see in terms of the markets is still this industrial/distribution business still is very, very weak at this moment. And I -- and we kind of see it in the Cornell, but we see this in the Cornell business as well. But that was factored in kind of what we said by the November 1 time line when we announced the closure or the closing on the business. So, it's really about industrial and telecom. There are a few, I would say, large OEMs, which shall remain nameless, that you have some inventory of their own. But I think that should clear up relatively quickly. It's still really about this industrial/distribution business and when we believe that, that's going to recover. But in the meantime, we are really working hard in the factories to optimize capacity utilization, get value creation in the factories, and control OpEx. That's what we're focused on right now in this interim period probably through the first half.

And there are no further questions at this time. I would like to turn the conference over to Sarah Cook for closing remarks.

Thank you for joining us today. As always, we appreciate your interest in Knowles and look forward to speaking with you on our next earnings call. Thank you, and goodbye.