Good afternoon and welcome to the Knowles Corporation Second Quarter 2021 Financial Results Conference Call. At this time, all participants are in a listen-only mode. After the speaker's remarks, there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded. With that said, here with opening remarks is Knowles' Vice President of Investor Relations, Mike Knapp. Please go ahead.

Thanks, Bloom [ph] and welcome to our Q2 2021 earnings call. I am Mike Knapp and presenting with me on the call today are Jeff 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 the 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, 2020, periodic reports filed from time-to-time with the SEC, and the 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 call can be found in our press release posted at our website at knowles.com and in our current report on Form 8-K filed today with the SEC, including reconciliation to the most directly comparable GAAP measures. All references on this call will be on a non-GAAP continuing operations basis unless otherwise indicated. Also, we have made selected financial information available in webcast slides, which can be found in the IR section of our website. With that, let me turn the call over to Jeff, who will provide some details on our results. Jeff?

Thanks, Mike and thanks to all of you for joining us here today. For Q2, we reported revenue of $200 million, above the midpoint of our guidance and up 31% from the year ago period driven by strong demand across our Audio and Precision Device segments. Gross margins improved to 42.2% and our earnings per share were $0.31, both above the high end of our guidance range. In Audio, revenue was up 43% from a year ago period as Hearing Health sales doubled and we saw continued robust MEMS microphone demand in multiple end markets. Precision Devices delivered record revenues in Q2 up 5% from the year-ago period, underscored by a recovery in the medtech market and an acquisition we completed in the quarter. Overall, a great quarter for the company that emphasized our leading position across a broad range of growing end markets, our focus on high value products to improve gross margins and our strong operating leverage. Let me provide some detail on the trends we are seeing buy end market. In Audio, we saw broad based improvement year-over-year in MEMS microphone sales across non-mobile end markets, particularly in ear, IoT and computing devices as work from anywhere and remote schooling trends continue. We anticipate non-mobile to represent more than 50% of microphone sales in 2021, as new true wireless and IoT devices are launched in the second half of the year. In addition, we're beginning to see emergence of new markets we can serve in the non-mobile category that may provide additional growth opportunities over the next several years. First, we are seeing increased design activity around the virtual reality market. IDC forecast VR headset shipments to grow to over 28 million units in 2025 with a five-year CAGR of 41%. VR has the potential to revolutionize…

Thanks, Jeff. We reported second quarter revenues of 200 million, up 31% from the year ago period, driven by increased shipments in both the Audio and Precision Device segments. Audio revenues of 150 million were up 43% due to increased shipments of MEMS microphones across non-mobile end markets and the recovery of the hearing health market to pre-COVID-19 levels. Precision Devices delivered record revenues of 50 million, up 5% year-over-year as a result of organic growth driven by increased demand for high performance capacitors in medtech, industrial and automotive markets and an acquisition completed in the second quarter of 2021. Second quarter gross profit margins were 42.4%, well above the high-end of our guidance range and up more than 10 percentage points versus the same period a year ago. The Audio segment gross margins improved more than 12 percentage points, driven by higher factory capacity utilization and favorable product and customer mix. In the Precision Device segment, gross margins were 5 percentage points above prior year levels due to favorable product mix, productivity gains and increased pricing, partially offset by higher precious metals cost. R&D expense in the quarter was 22 million, in line with expectations and up 2 million from the year ago period as higher incentive compensation costs and increased spending in MEMS, Hearing Health and Precision Devices was partially offset by the impact of restructuring actions taken in the second quarter of 2020. SG&A expenses were 28 million, 1 million above our guidance range driven by higher incentive compensation cost and increased legal expense related to the favorable ruling we received in the Bellsing lawsuit. SG&A was up 1 million from the prior year due to higher incentive compensation costs, partially offset by the impact of restructuring actions taken in the second quarter of 2020. For the…

Thanks, John. Before we move to the Q&A, there are a few points I'd like to highlight from our Q2 results and our Q3 guidance. First, the diversity of our revenue across a range of growing end markets is a significant benefit. In addition to participating in a number of compelling growth opportunities in markets that demand high value solutions, we are continuing to reduce risk of being exposed to any one specific market. Second, our Q2 results cap off a very positive first half for revenue and gross margin, which coupled with operating leverage, is driving increased EBIT margins. Lastly, our strategy to deliver high value differentiated solutions to a diverse set of end markets producing strong cash flow that allows us to drive shareholder value through debt reduction, investment in high growth margin products, accretive acquisitions and stock buybacks. Operator, we can now take questions.

Thank you. [Operator Instructions] Our first question comes from the line of Bob Labick from CJS Securities. Your line is now open.

Good afternoon. Congratulations on a nice quarter.

Thank you. Thanks, Bob.

I wanted to start with the gross margins. They were obviously fantastic above guidance, above expectations, etc. What were the primary drivers for the gross margins? I know you guided to above 40 for the year. What does it take to get or how long might it take to get to like a 42% annual number and what would be the drivers to get there?

Yeah, Bob. Let's start with Q2. In the Audio segment, gross margin improvement was really driven by favorable mix, specifically a higher portion of MEMS microphone shipped into non-mobile applications like ear, IoT and compute, which typically carry above average margins. We also saw with the recovery of our Hearing Health business, a higher proportion of sales into that market, which again, carry higher than average gross margins. And then lastly, we had very high factory capacity utilization in Q2, well north of 90%.

And I think just to put a little bit more color around that. I think that's the theme we've been talking about for a while that as we are looking at our investments and where we're developing products, where we're investing our CapEx, we're moving it more in a direction of higher gross margin products that will allow us to continue this trend of moving the gross margin up over time.

Yeah. And Bob again, just to say, I talked about the specifics in Audio, with respect to PD, a little different. I think, one, it made some really significant factory productivity gains over the last couple quarters and it's really starting to hit in Q2. Also, the pricing trends are favorable there. We've been able to pass on, either through surcharges or higher pricing some of the palladium - increased palladium costs. And so those are the drivers. And lastly, again, a little favorable mix in that we're selling more into the higher margin defense and medical markets which have recovered in Q2. We really expect that to continue over the course of the remainder of 2021. I mean, I think in your question with respect to what would it take to get to 42%? I think it is to keep delivering what we're doing and what you saw demonstrated in Q2. I don't think there's anything specific. The one thing I will say that we do look forward to in 2022 is introduction of some new products that are coming in at higher gross margin. So it's really keep doing what we're doing in Q2 and then adding and layering in some new products at higher margins. Jeff, anything there?

No, I mean, that's probably good and some discussion where we're thinking about capital allocation whether it be in the R&D or CapEx and how we're spending that on higher gross margin products and markets, we will continue that as well as we have a fair amount of new products that we think will have positive impact on gross margin in 2022.

Okay, super. And then just one more for me, you obviously made a nice and accretive acquisition that you just told us about. You still have - I think you were net cash before this, so that still be you have a very strong balance sheet and strong free cash flow. How is the market looking out there for additional M&A? Are you still in the market looking for more tuck-ins and what areas would you be interested in? And is that an opportunity to grow margin from there as well?

Yeah, let me just make the comment first; we're really pleased with this acquisition that we were able to complete in Q2. It does a couple things for us. Number one, it expands the range of frequencies when we can offer RF solutions, gives us more of a one-stop shop with our defense and aerospace customers. And I mentioned this in the pre-prepared remarks, but there's also a cross selling opportunity here. We have our customers we can walk into now with a new offering of product. So it's pretty positive. And this we're - our expectation for this acquisition it does tend to be above 50% gross margin. And so I think there are other opportunities for us like this, Bob. And I think it's a matter of the timing of when they happen but as I kind of looked through in the past, it feels like in these markets, the PD markets, there is, at least, I would say bolt-on size acquisitions. It's a pretty target rich environment. It's a matter of finding the stuff that's right for us and that fits with what we're trying to do. But I would anticipate we're going to continue to do these things in the future.

Super. That sounds great. Thanks so much.

Your next question comes from the line of Anthony Stoss from Craig-Hallum. Your line is now open.

Hey, my congrats as well, especially on the gross margins. Maybe get some comment about where you see them going mid-term, any thoughts related to that? And then Jeff, love to hear your thoughts on growth of PD record quarter. That's stellar. I'm curious where you think that goes. And lastly, maybe back to John, where's the bulk of your CapEx being spent right now?

Okay. First on gross margin, I think that we put out - if you remember, we put a mid-term model out here in 2019 of 42%. I think this is a very achievable number, right. I think there's a good opportunity potentially to go higher than that, with some of the things we're doing. And so I think we're still that's we're running towards, getting above the mid-term model. Now how long exactly it takes, it depends on a few things; one is this again, and I want John to talk about this in a minute about CapEx, what we're spending CapEx on today, and maybe in contrast to maybe what it was three or four years ago, but I think it's really about this capital allocation and where we're spending our money, Tony, and I'll give you a couple examples. Just on the R&D side, if you go back four or five years ago, most of our R&D spend was targeted at mobile on MEMS mic and now what we've done is, yes, we still have a fair amount, mobile is an important business for us, but it's now we're developing prices specific to the ear, specific to the compute, specific to the IoT market, which helps again shift the mix. We're spending more money on R&D with PD, right. And so what you kind of see here is - and then lastly, I think, I was excited to hear a bit about the Hearing Health market. The core market, the normal channels are, obviously, recovering very well from COVID. But in addition we're getting a little bit more excited about the over-the-counter market, right. You're starting to see, like the [indiscernible] of the world start to talk about selling over the internet. And this is really targeted at a portion of the market, Tony, that doesn't really buy today, people without hearing, they're sitting without a hearing aid and so there's good opportunity. And then lastly, I don't want to discount this but I know you asked a lot about it usually about the balanced armature speaker automated line. That's still scheduled to go into production late this quarter, late in Q3. And I think it may take us nine months from when it's fully installed to get it up fully running to full capacity. But I'm seeing more places where we can use that capacity too. I think, obviously, the true wireless market is interesting. But there may be some places in this over-the-counter market where using this automated line makes sense. And so I think overall, the Hearing Health business, also, again, shifting to all of our businesses that are above the corporate average, to capital allocation and R&D spend. John, if you want to comment about CapEx?

Yeah, sure. Tony, I mean, I mentioned we spend somewhere between 5% to 7% of revenues in 2021 on CapEx, call it roughly $50 million. About 60% of that is in our MEMS business, and it really focuses on projects like our eight inch conversion, also some new product introductions that will be coming into the market next year and beyond. Outside of the MEMS area, we are - we do still have some payments related to the BA automated line that we'll be making this year and then in PD, some capacity and some cost improvement opportunities that have really quick paybacks in ROI where you make the investment. So that's pretty much it.

And let me just make one other kind of comment and I think it is worth mentioning. I mentioned this just briefly on the previous call, is that as we start looking at our markets for Knowles mics, we're starting to think more about, I would call, the more commoditized portion of the MEMS microphone market and we're starting to think, I would say more than started to thing, we're starting to actually sell dye, as opposed to finish microphones, so that this commoditized portion of the market can get access to the Knowles technology, without having to actually us sell a lower gross margin product. And that's another thing, I think they'll start having impact in 2022. I think we have one last question about the PD growth. Yeah, I mean, what I would just say here, if you remember, last quarter, I can talk about record bookings and I said, usually record bookings translate into record revenue and that's what you're seeing in Q2, and the bookings continue to be very, very strong. And this is even without the acquisition. If I looked at the numbers, even without the acquisition, it was a record shipment quarter for PD, even without the acquisition. So when you layer on the acquisition, you start seeing these numbers them are going north of $50 million per quarter of revenue, and from the Q2 results. And so I think, we still expect more growth in this in these markets in 2022, possibly after the acquisition and I'm hopeful there may be a couple more acquisitions that we can do over the next 12 to 18 months.

Tony, if I just have to add to that either - to just comment in the PD growth, I mentioned in my script that we expect PD to grow about 38% year-over-year, the bulk of that is actually organic growth; about 25% of that growth is organic, 13% is due to the acquisitions. So, that's typical.

Based on the comment, if I can sneak in one just quickie last one here. Malaysia, the Philippines, COVID is kind of reemerging, we're hearing from other covered companies that they've got to close the plants for a couple days in fact here and there. Are you seeing any impact over the last week or two?

The last week or two, no. I think we are continuing to monitor but we've been pretty good at about managing our factories. We're starting to actually see, Tony, a few of our factories are starting to get some amount of vaccinations, people are starting to get vaccinated. So, we're hopeful that we've really done - our operations team and I would really commend them and give them a big shout out. It really worked through and we really haven't had a lot of closures related to COVID through the whole thing and so, we will obviously continue to monitor but right now I think we're in decent shape right now. We got to keep monitoring things.

Thanks, Jeff. Congrats guys.

Thanks.

Your next question comes from the line of [indiscernible]. Your line is now open.

Hi Good afternoon. What patterns are you seeing from your larger smartphone customers, given the well-advertised, shortages? Do you think there's going to be attempt to rebuild inventories in smartphone in the second half? Is that embedded in your guidance? How do you think you're going to be shipping relative to end demand in smartphones?

Yeah, so maybe I'm not going to comment specifically to the largest customer, but let me give you maybe just a little general color just on capacity and our capacity constraints. I would sit there and say, right now, seasonally, we expect pretty right up strong, but I would say we've factored into this guide that there is going to be some shortfalls, right, relative to what we possibly could really ship in the quarter. And so I think we can work through some of these issues. And I'll describe that we're starting to see a little bit of its hedgy on whether I need the product, whether we can get some of the supplies that we need in the MEMS microphones, I think relatively limited, right today, but we did factor some of this into the guide that we've given that there's a possibility that things could slow or upside growth could be limited by something that happens in market, whether it be COVID, availability of wafers, other silicon for us or our customers, we factored a little bit of that in.

Okay, let's useful. And then as a quick follow up, if you could expand a little bit on the commentary in the Q&A that you're starting to sell microphone dies without actually lowering your gross margin, what percentage of value or even units you think that could be by '22, '23? And what are the ASPs on that? Is it half of the typical mic ASPs? How should I look at this from a revenue contribution?

Yeah, I mean, obviously, the ASPs are lower because of the fact we're just selling the die and potentially the ASIC that goes with it, the wafers as opposed to selling the whole microphone. But our target is that the gross margin should be above the corporate average by selling die. And the market that we're targeting here, I would sit there and say is, let's use the example, the very low end of mobile market, the low end of the IoT market, the very low end of the ear market, right. And I would sit there and say, for the most part, we're not highly participating in a lot of the portions of the market today. Where probably this could be, I would sit there and say, just from my perspective and I wouldn't put a timeline on it, but if we're not thinking hundreds of millions of units, it's probably not worth pursuing. I mean, that's kind of in my mind. It's not - we're not talking about here trying to sell 10 million die or something like that. We're trying to sell hundreds of millions of die and with above the corporate average gross margin.

Great. Very useful. Thank you.

Your next question comes from the line of Chris Rolland from Susquehanna Financial. Your line is now open.

Hey, guys, thanks for the question. Your handset market in particular, mobile market in particular, this year, how should we think about seasonality? And are there any differences in seasonality into December and maybe even into March, if you could?

Yeah. I am going to point on March, but I'll kind of give you kind of my thought process on Q3 and Q4, which is if you look at last year, our handset was much stronger in Q4 than it was in Q3. I would say that if you go back previous years, that's usually an anomaly, right, that Q4 in handsets was stronger than Q3. I would say we're going to return kind of more to traditional where you're going to see Q3 be pretty large, relatively speaking and then Q4, maybe down a bit right now, it is seasonal. But here's the one caveat, of course, I got to give Chris is, there's a lot of people introducing phones around the world from our largest customer to Korea, there's lot of phones coming out of China, we really got to see the sell through on these to see like, really what, late Q4 and in Q1, how that's going to develop.

Understood. And then just some housekeeping items on the acquisition. What did you guys pay for that? And if I heard you correctly, I think the annual run rate is 20 million there at 50% gross margin. And then when did they close on the quarter, how much was in this quarter's number?

Chris, we closed the acquisition on like the first week of May and so you have a couple months' worth of activity in there.

Just to make a comment that we knew going in the revenue might be a little lighter in the first couple months but it'd start to improve [ph] a little bit more in the next few quarters.

And the acquisition price, including real estate we acquired was 79 million net of cash.

Excellent. Thank you, guys.

[Operator Instructions] Your next question comes from the line of Suji Desilva from ROTH Capital. Your line is now open.

Hi, Jeff. Hi, John. Congrats on the progress here. So looking at some of the different growth areas you have, I think headphones TWS, you have the balanced armature, incremental Hearing Healthy, you were talking about in this call and highlighting. Maybe you could talk just about which of those you think of the better growth opportunities relatively in second half '21 or '22, just so we can get some rank ordering in our understanding?

Yeah, so let me - I first kind of what I would say about this is, as more and more I have seen the diversification of our markets, I'm sitting there saying, I think we've got a fair number of singles and doubles here. And so, I mean, I think the balanced armature is a great opportunity, which is going to be expanding beyond, I would say, the True wireless, but also the over-the-counter market. I think those are markets that are developing that I think should provide growth for us in 2022. I think, the Europe [ph] market for microphones continues to still look positive for us, although it's going to be, I would say, more in the future or at least, there's going to be more customers in this success besides just a few. I think IoT continues to look very good for us in terms of always exploring spec. We're spending a lot of time developing programs around the long tail to pursue long tail customers with reference designs, which should drive more volume. The compute market interesting, right, I mean, it's been really on a nice run the last year and a half with work from home. I think there's a little bit of difference of opinion, what '22 looks like. I mean, I guess what I would say is, maybe it won't be as fast as growth, as we've seen, because of work from home over the last year, year and a half, but if we think inventories are still low, and so we think that things look decent next year in compute, Hearing Health and then Precision Devices. I would sit there and say, defense and medtech look to continue to be strong. Defense with RF filtering, especially now with this acquisition gives us a broader range of products. And medtech, we're just positioned in the right places. We're getting some new applications beyond just some of the traditional implantable applications that we've had. And then lastly, the EV market, I think we're still assessing the total size of this market it could be in three to four years, but we keep focusing on, I would call it, high voltage, high temperature applications in the electric vehicle where we have a distinct advantage. And we're not selling jelly bean capacitors, we are selling capacitors that have high value. And this year, I think it could approach roughly even $15 million in the EV market, which three, four years ago, this was zero. So I don't want to say, like, there's no one home run here but you've got so many great things going in a diversified set of markets, so I feel pretty good about all these markets.

Okay. Appreciate all that color, Jeff. And then I don't know if this is asked, already discussed, but the supply chain constraints that are around you guys and you're running tight yourselves, any impacts on your revenue and your ability to ship this quarter? And can you talk about sort of incrementally whether those constraints are getting worse, stable or improving would be helpful?

Yeah, I would say, we are having some constraints on the MEMS microphone side. I'd say, PD, we're not having any constraints. Hearing Health, I would say there's limited constraints. I would say there's a lot of demand and we're keeping up but it's not really like we're having a constraint, it's just that our capacity is pretty full. But in MEMS mic, I would say that we factored into this the guide that there is some constraints across certain products and so, we're working through this really hard quickly to try to solve these problems and I'm hoping that we'll see some of this rectify itself late in the quarter in Q4.

In terms of trajectory, I haven't seen any major changes in the last couple of [Multiple Speakers].

No, I don't see major changes. I think we've been anticipating this because I think what you have here is, just generally speaking, you have the seasonal market going up with tightness in supply, right. You already have that right and so we didn't have as much as of that in the first half, right. And so, the back half in Q3 specifically, we're kind of factoring a little bit into here, right, saying, well, we actually could ship more if we had more.

Okay. Encouraging your seasonality is strong, okay. Great. Thanks, guys.

Thanks you.

Speakers, I'm seeing no further questions in the queue. Please continue.

Great. Well, thanks very much for joining us today. As always, we appreciate your interest in Knowles and we look forward to speaking with you on our next earnings call. Thanks and good bye.

Ladies and gentlemen, this concludes today's conference call. You may now disconnect. Thank you for participating.