Good day and thank you for joining us. Welcome to the Vishay Intertechnology Q3 2023 Earnings Conference Call. Please note that this conference is being recorded. I will now turn the call over to Peter Henrici from Investor Relations.

Thank you, Josh. Good morning and welcome to Vishay Intertechnology's third quarter 2023 earnings conference call. I am joined today by Joel Smejkal, our President and Chief Executive Officer; and by Lori Lipcaman, our Chief Financial Officer. This morning, we reported results for our third quarter. A copy of our earnings release is available in the Investor Relations section of our website at ir.vishay.com. This call is being broadcast live over the web and can be accessed through our website. In addition, today's call is being recorded and will be available via replay on our website. During the call, we will be reporting with slide presentation which we also posted at ir.vishay.com. You should be aware that in today's conference call, we will be making certain forward-looking statements that discuss future events and performance. These statements are subject to uncertainties that could cause actual results to differ from the forward-looking statements. For a discussion of factors that could cause results to differ, please see today's press release and Vishay Form 10-K and Form 10-Q filings with the Securities and Exchange Commission. We are including information in our press release and on this conference call on various GAAP and non-GAAP measures. We have included a full GAAP to non-GAAP reconciliation in our press release as well as in the presentation posted on ir.vishay.com which we believe you will find useful when comparing our GAAP and non-GAAP results. We use non-GAAP measures because we believe they provide useful information about the operating performance of our businesses and should be considered by investors in conjunction with GAAP measures. Now, I turn the call over to President and Chief Executive Officer, Joel Smejkal.

Thank you, Peter. Good morning, everyone. I'll start my remarks on Slide 3 with a review of the demand trends for the third quarter and then Lori will take you through the highlights of our financial results. After that, I'll come back to give you a progress report on the near-term initiatives we're implementing to improve all customer-facing aspects of our business as we set the stage for faster top line growth and margin expansion. Then we'd be happy to answer any of your questions. Today for the third quarter, we are reporting revenue of $853.7 million which is within our guidance range of $840 million to $880 million. As expected, revenue declined both quarter-over-quarter and year-over-year due to inventory adjustments by our distribution and EMS partners in response to softened demand among industrial customers and also our contracting lead times. Looking at our revenue mix, first, by end market, automotive which accounted for 37% of total revenue was 2% higher than the second quarter and grew 10% versus the third quarter last year. Our sales supporting the further electronic content of internal combustion engine vehicles continues to be strong. Design activities related to increasing electronic content in EVs, hybrids and internal combustion engines are accelerating. Industrial, representing 35% of total revenue, declined 9% versus the second quarter and 18% from last year. Macroeconomic uncertainties and higher interest rates curtailed demand in all regions and in China, the economic recovery has yet to find solid footing. As a result, channel and end customer inventories are at a higher level which will take longer to burn off. Nevertheless, design activity in the areas of industrial automation, smart grid infrastructure, and EV charging infrastructure, among other applications, has not slowed down. In addition, a shipment of our largest capacitors to support an electrical grid project was pushed out to the fourth quarter. In Aerospace and Defense, revenue was slightly below the second quarter but grew 19% versus the third quarter last year on continued strong demand from commercial aviation and from weapon system contractors in the U.S. and Europe. Defense orders have been increasing at a faster rate now since the war in Israel began last month. Revenue for medical customers came in 14% below second quarter and the third quarter last year due to the timing of orders and product mix. Here, we build the customer forecasted demand and have increased our inventories based on strong demand signals from our medical diagnostic equipment and implantable devices customers. However, toward the end of the quarter, some shipments were held up as customers faced supply chain issues. Weekly polls now have resumed in Q4. Consistent with weak demand trends during the first half of the year, revenue from the other end market segments declined 5% versus the second quarter and 26% versus last year, mostly on volume declines. In terms of channel sales, increases in OEM revenue, both quarter-over-quarter and year-over-year were overshadowed by the declines in distribution sales and, to a lesser extent, declines in EMS sales. During the quarter, distribution revenue fell 10% compared to the second quarter and was 18% lower than the third quarter last year as a result of both inventory adjustments and pauses in buying through the channel, primarily by industrial and EMS accounts. Distribution inventory at quarter end was 24 weeks versus 21 weeks last quarter with increases in all regions, more so in the Americas. During the quarter, we intentionally increased distribution inventory as part of our strategy to expand our participation in this higher-margin channel. I'll come back to this topic after Lori reviews our third quarter results. POS decreased 7%, reflecting weakened industrial demand in all regions. OEM revenue grew 4% quarter-over-quarter and 11% year-over-year driven by strength in demand from automotive customers in each region. EMS revenue declined 6% quarter-over-quarter and 14% year-over-year reflecting inventory adjustments by EMS customers as lead times are now mostly inside of 10 weeks and demand from their customers softened in all regions. Before turning the call over to Lori for a review of our financial results, I want to comment on the situation in Israel. As you likely know, Vishay has 3 manufacturing locations and 1 office in Israel and 2,400 employees. In the face of daily challenges and the emotional toll from the October 7 attacks, each of these sites continues to operate normally and ships parts without interruption. In fact, for over 50 years, Vishay has shipped product from Israel to all regions of the world without interruption. We're in communication with those customers who have expressed concern about our ability to deliver products from Israel. Since Vishay is classified as an essential business in Israel, we're able to operate with high attendance, typically greater than 90%. I have the utmost admiration for our employees in Israel for their fortitude and their resilience. We are extremely grateful for their steadfast dedication in this difficult time. Globally as well, I would like to thank all of our employees for their continued contribution to transforming Vishay into a business-minded organization focused on driving growth and margin expansion and putting the customer first. We'll now go to Lori for the financial results.

Thank you, Joel. Good morning, everyone. I'll start with a review of our third quarter results. Revenues for the third quarter were $853.7 million. Compared to the second quarter, revenues decreased 4.3% reflecting a 3.2% decrease in volume and a 0.8% reduction in pricing. Pricing was essentially flat with our OEM, automotive and industrial customers under contract and impacted somewhat by price pressure on high inventory products, primarily in Asia, flowing through distribution channels and to EMS to industrial end markets. By reportable business segment, revenues of MOSFETs, diodes, Opto and inductors were essentially stable. The decrease was mainly attributable to resistors and capacitors. Compared to the third quarter last year, revenues were down 7.7%, reflecting a volume decrease of 10.2%, primarily related to last year's spike in MOSFETs volumes following the Shanghai shutdown of quarter 2 and partially offset by a 0.9% increase in pricing. At quarter end, book-to-bill for consolidated Vishay was 0.63 and backlog at quarter end was high 5.5 months compared to 6.4 months at the end of the prior quarter as lead times continue coming down in all product segments. We returned a total of $31.1 million to shareholders compared to — comprised of dividends of $13.9 million and stock repurchases of $17.3 million. The next slide presents income statement highlights. Gross profit was $237.6 million or margin of 27.8% compared to 28.9% for the second quarter and in line with our guidance. Compared to the second quarter, gross margin decreased primarily due to lower volumes. SG&A expenses were $122.5 million, slightly lower than our guidance due to foreign currency effects. Operating income decreased $19.5 million versus the second quarter on lower gross profit. Operating income decreased $68.0 million versus the prior year due to lower volume-related gross profit and higher SG&A expenses primarily reflecting annual salary increases, general inflation and equity incentive compensation. Operating margin was 13.5% compared to 15.1% for the second quarter and 19.8% for the third quarter of 2022. Adjusted EBITDA of $159.6 million for an adjusted EBITDA margin of 18.7%. Our normalized effective tax rates were 26.9% and 28.0% for the quarter and the year-to-date periods, respectively. Our GAAP effective tax rates were 31.7% and 29.3% for the quarter and year-to-date periods, respectively, reflecting the nondeductibility of most of the loss on early extinguishment of debt. For 2023, we expect a normalized effective tax rate of approximately 28.5% for the full year and approximately 29.5% for the fourth quarter. EPS was $0.47 per share and adjusted EPS was $0.60 per share compared to $0.68 per share for the second quarter. For your convenience, we have included in the body of the presentation, a chart depicting revenue, gross margin and book-to-bill ratios for each of our reportable business segments. Turning to cash conversion cycle metrics, DSOs were 48 days, 2 days higher than the second quarter and DPOs were 1 day higher at 33 days. Inventory was $643.5 million at quarter end, down compared to $660.0 million as of the end of 2Q. Inventory days were 96 days compared to 94 days for the second quarter, bringing the cash conversion cycle to 111 days. Cash flow from operations of $122.3 million for the third quarter was higher than the secular which included the annual installment of the transition tax. Total CapEx was $66.8 million for the quarter and $38.1 million for the total CapEx was invested in capacity expansion. On a trailing 12-month basis total CapEx was 9.7% of revenue compared to 7.8% for the same period last year, primarily due to our enhanced capacity expansion program related to our growth initiatives. Free cash flow for the quarter was $55.5 million compared to $36.3 million for the second quarter which included the annual installment of the transition tax. Stockholder returns for the second quarter amounted to $31.1 million, consisting of $13.9 million for our quarterly dividend and $17.3 million for share repurchases. We repurchased 0.6 million shares at an average price of $27.38 per share during the quarter. Total liquidity at quarter end was $1.9 billion, including cash and short-term investments of $1.2 billion and our undrawn $750 million revolving credit facility. As mentioned in past earnings calls, we use the revolver from time to time to meet short-term financing needs. Turning to a summary of our debt-related transactions in Q3, we wanted to get ahead of the due date of the existing converts in a rising rate environment. We used the proceeds primarily to repurchase a significant portion of existing converts effectively refinancing them for an additional 5 years at the same coupon rate. One of the benefits of these transactions for Vishay is that we are enhancing our U.S. liquidity position to support growth initiatives. For the fourth quarter of 2023, revenues are expected to be between $770 million and $810 million. Gross profit margin is expected to be in the range of 25.5%, plus or minus 50 basis points and we still expect full year gross profit to be in the range of 29%, plus or minus 50 basis points. SG&A expenses are expected to be $125 million, plus or minus $2 million for the quarter and $490 million, plus or minus $2 million for the full year at current exchange rates. For 2023, we expect a normalized effective tax rate of approximately 28.5% with a 4Q rate of approximately 29.5%. Finally, we remain committed to distributing at least 70% of our free cash flow to shareholders in the form of dividends and stock repurchases in accordance with our shareholder return policy. I'll now turn the call back to Joel.

Thank you, Lori. Let's turn to Slide 11 for a review of our key near-term initiatives. As you may recall on my first call as CEO of Vishay last February, I laid out the broad outline of our 3-year plan to expand capacity to support our highest growth and highest return product lines and to position Vishay to be ready for the next phase of the megatrends in e-mobility, sustainability and connectivity. 2023 is a staging year for this plan and all elements of the plan are for throughout the organization. To be ready for the next phase, we are investing a total of between 2023 and 2025. Our plan was to invest approximately $385 million in 2023. For the first 9 months of the year, we spent approximately $113 million, of which was spent on expansion projects. As Lori just reported, we have adjusted our planned CapEx for this year to $350 million due to some delays in installing equipment related to construction projects. We intend to carry over the remaining $35 million into 2024. During the third quarter, in addition to continuing our advanced work on fabs located globally and our back-end semiconductor campus; to meet the growing demand of our automotive and industrial customers. We opened our 2 new facilities in Mexico. At the La Laguna campus, where initially, we will focus on mass production for power inductors, equipment and production lines have been set up, qualification of commercial products is underway and we have the ability to ship commercial products by the end of this year. We will qualify and begin producing automotive-grade products in 2024. The Vares facility is dedicated to increasing output of ICs and to meeting the growing demand for these products in all market segments but with the fastest-growing demand in automotive and industrial applications. We completed qualification of most package sizes and expect shipments from this facility in the fourth quarter. For MOSFETs, to meet the increasing demand of our automotive and industrial customers, we have 4 initiatives underway. First, construction of the new 12-inch MOSFET fab in Germany is on schedule for completion in 2026. Second, we recognize that we need to bridge capacity before 2026 and expand our MOSFET capacity much sooner. For this reason, during the quarter, we signed a long-term supply agreement with a Korean-based key foundry to supply wafers for multi power MOSFET products. Qualification of commercial MOSFETs is underway with mass production of these products in 2024. Third, as mentioned last quarter, we expanded our supply agreements with 2 of our existing foundry partners to gain more wafer capacity. Fourth, we are moving ahead with the next step toward commercialization of silicon carbide MOSFET. As announced this morning, we have entered into a definitive purchase and sale agreement with Nexperia to acquire its Newport wafer fab located in South Wales for $177 million in cash. Newport was put on the market in November 2022 when the U.K. government ordered Chinese operated Nexperia to divest its stake in the fab due to national security concerns. Vishay will acquire a 100% interest in the legal entity which owns and operates this facility. With Newport, we will add an automotive qualified 8-inch semiconductor fab staffed by highly skilled and dedicated employees that is located in the heart of a compound semiconductor cluster in South Wales. We plan to make Newport the home for max power and our silicon carbide and GaN technology developments, leveraging relationships with local scientists in the universities. For our customers, we will have the entire silicon carbide and GaN manufacturing process under one roof. Closing is estimated to take place in the first quarter of 2024 and after securing the U.K. government's approval, among other closing conditions unique to this transaction. With respect to developing our silicon carbide capabilities, we met our plan to provide samples of 1,200-volt planner technology MOSFETs to customers in the third quarter and are on track for production in the fourth quarter. We're continuing to advance the development of 1,200-volt trench technology and samples will be available in the second quarter of 2024. 1,700-volt planner development is moving forward with samples also available in the second quarter of 2024. And the 650-volt planner technology will also have samples available in the second quarter of 2024. Both die and finished packages will be available in each voltage. We are introducing our silicon carbide technology roadmap to many automotive OEMs and Tier 1 automotive design companies. We have piqued their interest in the technology differentiation of our MOSFET structure. Our subcontractor initiative continues to engage in developing partnerships with subcontractors to outsource some commodity products and create incremental capacity for our higher growth and higher return products. We have qualified one subcontractor for thick film chip resistors and have shipped product in the third quarter. These products are both commercially and automotive qualified. For inductors, we bring on additional capacity to support a widening of our product portfolio. We are progressing in our qualification of 23 new products by the end of the year and expect to have volume available mid-2024 which will help build our distributor business. Each passive business unit is evaluating subcontractors. Each semiconductor business unit adds semiconductor capacity to support their front-end capacities. In terms of enhancing channel management, we are focused on maximizing the profitability of each channel. During the third quarter, we continued to work on expanding participation with our distributors and regaining their trust in a more reliable Vishay. Due to our capacity constraints since 2017, we have been playing in a narrow band of part numbers where we can only support a portion of the distributor's total SKUs. We underserve this market. With capacity investments from last year and incremental capacity being qualified through subcontracting and foundry agreements and our new facilities in Mexico ramping up, we're in a far better position now to engage with distributors to identify the broader part number mix by technology and widen our presence on the shelf. We are committed to ensuring that we are a reliable supplier to our distributors as the industry moves past the current inventory correction. Additionally, we continue to develop our promotion of Vishay solution selling. This quarter, we continued our strategy to build automotive reference designs for engineers to evaluate our broad portfolio of discrete semiconductors and passives. In most power applications, we can populate 80% of the components on the circuit board. In addition to the high voltage intelligent battery sensor, we made available for testing last quarter, we released a 48-volt E-Fuse circuit breaker in the third quarter. We plan to produce a bidirectional 48-volt, 12-volt DC to DC converter during the fourth quarter. Also at Electronica in the third quarter, we showcased a few solutions, including the 48-volt E-Fuse circuit breaker and the onboard charger and traction inverter for low-speed EV market which we are developing with a Tier 1 supplier. Let's go to Slide 12, this is a review of the goals we set for ourselves in 2023. In terms of expanding external capacity, we are progressing well to qualify and have signed agreements with a number of subcontractors by the end of the year. Our evaluation of where to build Vishay's next manufacturing facility in Europe is on hold, a bit pending the acquisition of Newport. We're adding incremental capacity to support growth in our 30 key product lines and developing go-to-market strategies for each of them. We have shipped samples of 1,200-volt planner technology MOSFETs and are on track with the development of the 650-volt and 1,700-volt planner technology. Finally, we remain committed to holding an Analyst Day in 2024. We will provide an update on the timing of this Analyst Day following the closing of the Newport transaction. Our customers keep telling us they want more product from Vishay, and we are working hard to meet and exceed their expectations of the new Vishay. Our final note, I want to share with you, we are planning to attend the Needham Annual Growth Conference on January 18 and we look forward to meeting you there. With that, I'll turn the call back over to the operator to start the Q&A session.

Our first question comes from Joshua Buchalter with TD Cowen.

This is Sam on behalf of Josh. First and foremost, we wish the best for your Israel colleagues. We hope everyone and their families are safe. For my question, congratulations on the announcement of the Newport Fab transaction. Could you give us some details on the historical capacity of the fab or what kind of output Vishay can drive from it going forward? And is it exclusively compound semi focus for auto markets?

Sam, thank you. Nice to speak with you. At this point, we're not able to share the historical details of the fab until we get through the closing process. What's in the press release is what we're able to share at the moment; capacities and those things will be able to get into much more detail afterwards that close, which we foresee in February.

Understood. And then as my follow-up, Lori, I think you mentioned that you had a comment about pricing but my signal cut out. So historically, price erosion and competition has been limited to the commodity product lines that you have. Are these pricing pressures still contained to commodity SKUs in the quarter? Or are you seeing it expand to impact on the parts of your non-commodity portfolio that aren't anchored to long-term auto contracts, for example?

No, they remain with the commodity product line.

Our next question comes from Ruplu Bhattacharya with Bank of America.

My prayers are with the families in Israel as well. With respect to the Newport wafer fab that you're acquiring, can you give us some more details, like how many employees are you taking on? And how does this change your annual CapEx and OpEx spend? Is this part of the prior announced $1.2 billion over 3 years? Or is this in addition to that?

It is in addition to that $1.2 billion. It's been part of our strategy since the Max Power acquisition last October to bring in-house the capability of silicon carbide, as we've met with a number of automotive customers. This is a very important requirement that they're engaging suppliers that have the in-house capability of the process. So we like our technology for Max Power. We need to find a home for it and we see that this Nexperia fab, Newport is a great home for this with the universities that surround it. There's quite a technology group at 3 universities that develop wide band gap technologies. So we see this as quite a benefit for us going forward. The details of the fab, the employee count, the capacities, we're just not able to share at this moment. It is a working fab. It is in silicon technology today. It is an 8-inch fab. That is about as far as I can go with describing the fab. But we're quite excited about what this is going to do to accelerate our silicon carbide product.

Okay. The press release said that you are intentionally increasing inventory with distribution partners as you broaden participation in this higher-margin channel. So I was just looking for some more details on that. Are you specifically partnering with new distributors? Or are you now selling more product lines through distribution or are you increasing the inventory of existing products at distribution? So if you can give us some details on what exactly this entails. And then in terms of implementing go-to-market strategies, do you think this is more or less done? Or do you think you'll be done by the end of '23? Or will this carry over into '24 as well?

Okay. With the distributors, it was always a large part of our business, about 55% of Vishay's annual sales. The distributors are asking more from Vishay as I travel to meet with distributors in all regions, they say, Joel, we need more product from Vishay. Now what is that product? We've had the standard part numbers. I say we provided them over the last 5 years through the last 2 upcycles that they put on the shelf. We had limited capacity, so we weren't able to really support a broader SKU mix. We had limited capacity which was allocated to automotive or other large direct customers. The distributors had to find other suppliers to take care of the customer base and the market. Part of our strategy was to reengage all business channels; distribution is one of them. So we are broadening our SKUs. We're adding part numbers. Each of the business units is traveling to the distributors in all regions, having product mix discussions to understand the part number demand that we were not supporting. So when I say intentional or this is by design, we are raising our inventory dollar at the distributor because we're adding part counts. One of the distributors that we have and working with, we've added 8,000 part numbers this year than we were not participating in. And we have more work to do with that distributor. That's just one example. So Vishay can be a much, much broader supplier. We have the technology. We have the print position with the customer, the distributors see this print position but we didn't have the capacity or the part numbers in their system to support that demand. So that explains why we say it was intentional. It's part of our growth strategy and we expect to be an even bigger contributor to our distributors' customers.

That's helpful. And maybe for my last question, if I can ask one of the near-term initiatives that you have is to fill gaps in technology and market coverage. So just if any details there, like what would you like to add in terms of technology and which markets? And would that be through internal investment? Or is this something that you would consider M&A for?

Okay. Filling gaps and technology, the silicon carbide, we had a gap. That technology was in development with many of our competitors for a decade. So Max Power is that first filling up the technology gap. GaN is a technology that we need. We're in development of GaN. We're talking to universities to help us create this technology for Vishay. We're also looking outside for M&A in GaN. Circuit protection is another technology we don't have in Vishay. So we look to broaden our portfolio by including circuit protection as we sit with customers, as we sit with engineers and with the distributors and EMS, they point Vishay directions. They say, Vishay, look this way, look to support this technology. So we appreciate those comments. And M&A will be a part of this for sure as well as our own internal R&D.

And our next question comes from Matt Sheerin with Stifel.

I have just a couple of near-term modeling questions. So you're guiding gross margin down. It looks like that incremental margin is 50%, 55%. And you're also modeling or guiding OpEx up a little bit. So just trying to figure out are we bottoming here in terms of margins look like your operating margin will be below 10% for the first time in several quarters. How should we think about as the cycle bottoms here, where margins may bottom? And are there any other cost-cutting initiatives in terms of OpEx or other costs that you may take out in order to keep margins at the higher levels?

Are we at a bottom? It's difficult to say. We look at the discussions we're having with our channel partners, our automotive customers. Each segment has kind of a different move to it. On the top line, when we look at revenue, we're seeing aerospace and defense moving up; we're seeing automotive flat to continuing to move up. So positive on the top side that we can see some of those positive markets offset other markets which are flat to sideways. The margins. The margins we are working diligently to make sure that we can establish what we say as a track record for Vishay; a solid company. We believe that the margins will continue to improve. We work with cost-cutting measures, we work on rightsizing factories, and we look at our spending on OpEx and decide if we need it in the current quarter, if we can push it out a quarter. So we're quite diligent here. Lori, do you have any comments you'd like to make?

No, I think that's pretty much covered it.

If I may add, the book-to-bill ratio we disclosed indicates that the decrease in high incremental margin is partly due to a negative product mix, as we expect semiconductors to decline further in Q4 compared to passives. This situation reduces the margins and contributes to the increase in the incremental negative margin.

Is that also the case for the MOSFET business? I noticed the book-to-bill ratio was quite low, but there seems to be strong demand from automotive customers. Therefore, it seems the MOSFET business will also decline again.

I would say sideways, Matt. The automotive polls, the schedule agreements, we see continue to represent the demand. We were in allocation for Automos in the third quarter and now we're engaging customers and distributors which we couldn't currently support with our capacities. So we're working to engage more customers to not say automotive products from MOSFETs are down but actually broaden our customer base and be able to support more. MOSFETs, as Peter said, is one of those higher-margin products but the inventory in the channel is high for semiconductors and we have opportunities through adding part numbers which would give us a greater play for the Automos.

Our next question comes from Joshua Buchalter with TD Cowen.

It's Sam again. I just wanted to follow up on the distribution comments from earlier. I know your visibility is never 2020, but can you give us an update on how much work there is to do in restocking the channel with new and old products to target levels if you have any, given that the inventory is 24 weeks now versus, I think, 21 weeks last quarter?

Yes. There's quite a bit of work to do. We have 16 divisions in Vishay business units. And at this point, 4 of them have reengaged with the distributors in the region. There's meetings going on this week now in Europe for one of the divisions. So we are roughly 1/3, maybe 30% of what we planned here with the distributors. It's a true reengagement. We are showing the distributors the new Vishay. So we've got quite a bit of work yet to do which is going to span into the early part of 2024.

Thank you. I would now like to turn the call over to Joel Smejkal for any closing remarks.

Thank you. Thank you, everyone, for joining our call today. At Vishay, we remain committed to making the necessary investments in capacity, customer-facing resources, and our innovation to make sure Vishay is ready to take full advantage of the next phase of market growth. For the megatrends, we talk about e-mobility, sustainability, and connectivity; we're moving forward with speed and conviction across the organization. I look forward to talking to you again in early February when we report our fourth quarter results. Thank you very much.

Thank you. This concludes today's conference call. We thank you for your participation. You may now disconnect.