Brian Campbell - Director of Investor Relations Stephen M. Smith - Chief Executive Officer, President, Director and Member of Governance Committee John A. Kritzmacher - Chief Financial Officer and Executive Vice President.

Daniel Moore - CJS Securities, Inc. Andrew E. Crum - Stifel, Nicolaus & Co., Inc., Research Division Michael Corty - Morningstar Inc., Research Division.

Good morning, and welcome to Wiley's Fiscal Year 2014 First Quarter Earnings Conference Call. As a reminder, this conference is being recorded. At this time, I would like to introduce Wiley's Director of Investor Relations, Brian Campbell. Please go ahead, sir..

Thank you. Hello, everyone, and thank you for participating on our call today. Before introducing Steve Smith, President and Chief Executive Officer, I would like to remind you that this call is being recorded and may include forward-looking statements.

You should not rely on such statements as actual results may differ materially and are subject to factors that are discussed in detail in the company's 10-K and 10-Q filings with the SEC. The company does not undertake any obligations to update or revise forward-looking statements to reflect subsequent events or circumstances.

For those who prefer to listen to the call over the phone but would still like to view the slides, we recommend clicking on the gears icon located on the lower portion of the left-hand side window and selecting Live Phone.

This will eliminate any delays you may experience in viewing the slide transitions, as well as remove any potential background noise should you ask a question on the call. A copy of this presentation will be available on our Investor Relations page at the conclusion of this call. Thank you. I now like to turn the call over to Steve..

Good morning. Before we discuss results, I'd like introduce John Kritzmacher, Wiley's new Chief Financial Officer. John was appointed as CFO on July 1, so this is his first Wiley earnings call. John brings a wealth of experience and accomplishment to Wiley from his previous roles at AT&T, Lucent, later Alcatel-Lucent, Global Crossing and WebMD.

Wiley will benefit greatly from his experience leading strategy and operations at global companies that have delivered technology-enabled growth. I'd like to, once again, thank Ellis Cousens for his extraordinary leadership in guiding Wiley to become the global knowledge company it is today.

Wiley will -- Ellis will continue to serve Wiley in his role as Chief of Operations and will lead our restructuring program until his retirement in June 2014. We are quite pleased with the results this quarter, which reflects the significant progress we've made in transitioning to a digital knowledge and services company.

Today, I'm proud to report that more than 50% of Wiley revenue comes from digital content or services, up from 45% last year at this time. Disposal of consumer publishing assets, the acquisitions of Deltak and ELS and the continued growth in journal licenses, digital books and WileyPLUS all contributed to this achievement.

We expect this transformation to accelerate over the next 2 to 3 years. Adjusted revenue growth for the quarter was solid, driven by journal subscriptions and contributions from Deltak and ELS.

Adjusted EPS was up slightly, excluding the impact of foreign exchange with revenue performance, higher gross margin rates in all 3 businesses, lower distribution costs and share repurchases offsetting an increase in technology expense related to our transformation initiatives.

Adjusted operating income was down 1%, excluding the impact of foreign exchange. Our restructuring program is well on track. As of July 31, we'd initiated actions to achieve $60 million of the $80 million in expected run rate savings.

We have closed our Defined Benefit Pension Plan in the United States and taken significant steps to simplify and consolidate our organization, driving efficiencies and increased flexibility that strengthen our ability to compete in a changing marketplace. Finally, we continue to place sustained emphasis on shareholder return.

In June, we raised our quarterly dividend for the 20th consecutive year. At the same time, the Board of Directors authorized another 4 million share repurchase program. For the quarter, Wiley bought back 350,000 shares at an average price of $41.68. Adjusted revenue of $411 million was up 4%, excluding the impact of foreign exchange.

From this point forward, unless otherwise noted, I will exclude the impact of foreign exchange when commenting on all variances in order to give a clear measure of operational performance.

Also, note that adjusted revenue, adjusted contribution to profit, adjusted operating income and adjusted EPS metrics exclude all restructuring charges, operating results from the divested consumer publishing program over the past year and deferred tax benefit arising from significant rate changes in the U.K.

Revenue for the first quarter was driven by strong journal subscription growth in our Research segment, accompanied by contributions from new businesses acquired in fiscal 2013. As a reminder, journal subscription revenue makes up nearly 40% of total Wiley revenue and a substantial percentage of operating profit and cash flow.

Digital books grew in all 3 segments, but print books continue to decline as expected, notably, in Professional Development and Education. Consistent with our strategy to transform Wiley into a provider of digital knowledge and knowledge-enabled services, print books represented only 31% of total revenue for the quarter.

Adjusted operating income fell 1% in the quarter to $43 million. Contributions from revenue growth were offset by spending in support of our transformation from a print publisher to a digital knowledge and knowledge-enabled services company.

Technology expense for the quarter was up 24% over the same period last year, although we are projecting growth of approximately 10% for the full year. Adjusted earnings per share for the quarter was up 2% to $0.51. I'd now like to provide information concerning the performance of Wiley's 3 core businesses.

Research is a largely digital business today, with 70% of revenue coming from digital content and services. We expect that to continue to grow as library customers increasingly recognize the benefit of digital books versus print. Currently, 26% of our Research book revenue is from digital versions.

Research revenue was up 5% in the quarter to $246 million. Growth in journal subscriptions, digital books, open access, corporate reprints and journal article sales offset declines in print books, advertising and backfile licenses. Growth in digital books offset the decline in print books, while open access provided $3 million of revenue.

We launched a number of new open-access journals with society partners this quarter. In addition, soon after the quarter closed, Wiley signed a new long-term agreement with the prestigious European Molecular Biology Organization, or EMBO, that is expected to generate approximately $7 million in annual revenue beginning in calendar year 2014.

Contribution to profit, which includes shared service allocations such as technology and distribution, was up 13% to $68 million, driven by revenue growth, higher gross margins and prudent expense management.

Finally, Wiley was once again featured prominently in Thomson Reuters Journal Citation Reports, which ranks peer-reviewed journals based on impact factors. Impact Factor is a metric that reflects the frequency that peer-reviewed journals are cited by researchers in their literature.

It is often used as a tool for evaluating a journal's quality, and quality is a critical attribute in attracting article submissions and library spending. For calendar year 2012, 77% of Wiley's 1,500 journals are indexed in the report.

25 Wiley journals were ranked first in their respective categories, while 264 Wiley journals achieved a top 10 category rank, up from 237 in 2011. Nearly 60% of Wiley journals increased their Impact Factors over the prior year. Adjusted Professional Development revenue was down 6% to $84 million.

Our digital book revenue grew by 21% for the quarter, but that growth was more than offset by a 10% decline in print book revenue. In fiscal year 2013, we acquired ELS, a provider of test preparation services in areas of accounting and finance.

We also sold off our consumer publishing assets, including travel, cooking, Cliff's Notes and other general nonfiction categories. As a result of our focus on transforming our Professional Development business, the percentage of professional revenue coming from digital and services rose to 26% from 21%.

Looking across subject areas, revenue in our technology business is adversely impacted by the relative absence of high-performing software releases in the industry.

Our business and finance category, which makes up 45% of professional revenue, was down 4%, mainly due to the impact of a nonrecurring favorable adjustment to revenue in the prior year period and softness in the FIFO leadership and training business.

Adjusted contribution to profit, which includes shared service allocations such as technology and distribution, was down 27% to $2 million due to the revenue decline in investments in technology to support our transformation initiatives.

While low professional print book results for the quarter are below our expectations, we are encouraged with the performance of our new businesses, and we seek significant opportunity for growth with investment and acquisition in the professional services area, as we begin to move up the value chain in talent management, test preparation, workforce assessment and professional courseware.

The percentage of revenue from digital and services in the Education business rose to 25% from 7% in the prior year period due to the Deltak acquisition and growth in digital books and WileyPLUS. Deltak made up 18% of Education revenue in the quarter and added 2 high profile universities for a total of 33 university partners.

One of these recent partnerships was with Syracuse University, which involve multiple programs, including Master's Degrees in Computer Engineering, Computer Science, Electrical Engineering and Engineering Management. Separately, we added an MS in Finance at a Top 25 business school.

As of July 31, Deltak had 101 programs generating revenue and a further 48 in development. WileyPLUS revenue showed solid growth, although this was a seasonally light quarter given the deferral of revenue across the duration of the semester. We're encouraged by the subscription billing further, which were up 15% over prior year.

Note that many students subscribe to WileyPLUS in advance of the semester and we characterize those sales as subscription billings. Finally, due to shifting student buying behavior, as shown in the growth of rental digital books and products like WileyPLUS, bookstores are ordering later than usual.

This issue, which is exacerbated by a later start to the fall semester in the U.S., put further pressure on first quarter education results.

Adjusted contribution to profit was down 29% to $6 million, reflecting Deltak's investment in new university partner programs that are not yet generating revenue, as well as lower print textbook revenue and higher technology costs.

Compared to prior year, technology expense increased significantly this quarter in support of our transformation initiatives. As noted earlier, we expect full year growth in technology expense to be approximately 10%. Distribution expense declined again as a result of lower print volumes.

Finance costs were flat, while administrative cost increased 5% due to the addition of acquired companies. Now a few comments about our balance sheet. Net debt grew $105 million to $470 million compared to $365 million a year ago. As a reminder, we used $244 million in cash to acquire Deltak and ELS in fiscal year 2013.

Our balance sheet continues to be strong and offers significant flexibility to invest in our transformation. Our net debt to EBITDA ratio was 1.2 at the end of the first quarter. Deferred revenue grew to $265 million from $239 million a year ago based on the strength of journal subscriptions, WileyPLUS and Inscape-related business.

As noted earlier, we closed our U.S. Defined Pension Plan on June 30, 2013. Free cash flow improved to a use of $79 million compared to a use of $106 million in the prior year, mainly due to a $30 million tax -- $30 million German tax appeal deposit in the prior year compared to $6 million in the current year.

Excluding that deposit, free cash flow improved by 4%. Note that free cash flow is negative in the first half of Wiley's fiscal year, principally due to the timing of annual journal subscription cash collections. In June, Wiley continued its focus on enhancing shareholder value by increasing its quarterly dividend for the 20th year in a row.

The increase this year was 4% compared to a 20% increase last year and 25% the year before. Also in June, the Board of Directors authorized another $4 million -- sorry, 4 million share repurchasing program, and for the quarter, Wiley will have had 350,100 shares at an average price of $41.68.

Now I will provide an update on our restructuring initiative, which we launched in January of this year. We continue to move ahead with planning and implementation of broad-based cost restructuring. During the quarter, we recorded $7.8 million in restructuring charges.

Under this restructuring program, we have now recorded $32 million in charges, and are expected to achieve run rate savings of $60 million beginning in fiscal year 2015. Among the actions underway, we have closed our U.S.

Defined Benefit Pension Plan, made significant strides towards simplifying organization and are consolidating distribution and content management organizations.

We anticipate another charge of approximately $8 million in the second quarter and additional charges in the second half of the year as we complete planning for the balance of our restructuring initiative.

In summary, we are pleased with the significant progress we are making in our transformation from a print publisher to a global provider of knowledge and knowledge-enabled services, designed to improve outcomes in research, professional practice and education. Today, over 50% of our revenue is now generated from digital content and services.

Research segment had a strong quarter with journal subscriptions leading the way.

Our calendar year 2013 journal subscriptions are up over 3%, with approximately 98% of business closed, and we continue to add high-quality content to our portfolio by winning new, prestigious society business that will generate additional revenue in calendar year 2014 and beyond.

While these new businesses, including online program management, talent management and test preparation, are performing well, our restructuring is well on track and we are highly confident of reaching our stated goals, Wiley is less dependent on sales of print books today than at any time in its history.

Print book sales now make up only 31% of overall revenue. Based on first quarter results and our expectations for the remainder of the year, we are reaffirming our fiscal 2014 guidance of low-single-digit adjusted revenue growth and adjusted EPS of $2.85 to $2.95. With that as background, we welcome your comments and questions..

[Operator Instructions] And we will take our first question from Daniel Moore with CJS Securities..

First question, is there any benefit from the restructuring in your fiscal Q1 results?.

Dan, this is John Kritzmacher. In the first quarter as you know, we were just beginning the implementation of our restructuring program. So there's not any material savings reflected in the first quarter results.

We'll begin to see savings associated with restructuring appear in the second quarter and they'll ramp as we make our way through the third and the fourth..

Very good, and a follow-up on that, Steve, in his prepared remarks, mentioned 60 million kind of run rate benefit going into fiscal '15.

Is that still consistent with the total $80 million benefit that you expected to receive over time?.

Yes, Dan, the $60 million, that's our progress to date reflecting the impact of the charges that we've already announced, so the $32 million in total. As we complete our plans, we would expect to go, obviously, beyond the $60 million.

So we feel that we're very well placed to achieve our target of $80 million as a run-rate basis for the end of the fiscal year..

Very good, and the charges that will be incurred, are those still in the same ballpark as you had, had expected at the time of the announcement?.

Yes, that's correct. So we're anticipating an additional charge in the second fiscal quarter. It will be approximately $8 million, and then likely some smaller charges over the balance of the year but generally on the order of what we have previously projected in terms of the total restructuring charges..

Very good, I'll ask one more and then jump back in queue.

Given the solid performance in Q1, some of the upfront investment spending that Deltak requires and the fact that most of the benefit of the restructuring will come later in the year or start to come later in the year, I realize it's early, but just maybe characterize Q1 relative to your expectations, and whether you might see some upside to the guidance range given the performance you've seen so far..

Sure, Dan, so it's John again. So if we go back to the underlying trends in the guidance that we provided for the year, there are a couple of key elements to it.

First, we said that we expected that the incremental savings over the course of the year from restructuring would be roughly offset by incremental accruals for incentive compensation, as in fiscal '13, we accrued well below the targeted incentive rate. And so we'd be restoring that in fiscal '14.

And then beyond that, the underlying trends were that we would see the improvements in margin coming from revenue growth around the core of the business being largely offset by incremental investments in the business, principally in technology spending.

And so what we're seeing are those trends beginning to unfold exactly as we described them in the first quarter; principally in the first quarter, incremental revenue growth being significantly offset by incremental spending on technology.

And then the trend that remains in front of us for the balance of the year is incremental savings, as I said, beginning to ramp on restructuring.

And those will be largely offset by incremental accruals for incentive compensation as compared to the year-ago period, and that will pick up a bit in the second quarter, and then again into the third quarter.

So the guidance that we provided is very much consistent with the results that we have delivered for the first quarter, and we expect that the trends I just described will continue to prevail in line with what we just guided -- described as guidance for the year..

And next, we go to Drew Crum with Stifel..

Steve, I know it's probably a little early to start talking about calendar '14 journal renewals, but could you offer any commentary in terms of what you're seeing with funding for journals by geography? And just a point of clarification on the EMBO deal, is that a new business or new society journal for the company or is that a renewal? And if it is a renewal, what is the $7 million comparison to?.

Yes, I'll take the second piece first, Drew, because it is quick answer. EMBO's new business for us. We won it away from another publisher. We had a couple of titles with EMBO but this is all new business, so this is an incremental $7 million for calendar year 2014.

As I say, it's a win from another publisher, and it's a very prestigious relationship, so we're very happy about that. In terms of 2014, you're right, it is early. So we don't really begin the renewals process for 2014 for another couple of months.

Looking ahead at -- first of all, let me say we're quite encouraged by the resilience of our journal subscription business for calendar year 2013. Some of that growth, of course, reflects net society gains in the calendar year, but also reflects the fact that subscriptions are holding up well around the world, particularly in the U.S. and Asia.

There's some softness in some parts of Europe. Looking into 2014, without a crystal ball, we would expect that subscription rates should -- they should hold up again, and will, again, have an increase in the size of our portfolio from new society business won, so that will benefit us in 2014.

There are some projections that library spending on content is anticipated to continue to grow at a pretty modest low-single-digit rate, 1% to 2%, out over the next 3 years. If that turns out to be true, that will be encouraging for us.

So we'll, obviously, we'll know much more as we get to end of this calendar year as we begin to see renewals coming for '14. But right now, we don't see any reason to suspect that '14 will be dramatically different from the kind of performance we've seen in '13..

Okay, very helpful. And then, Steve, on the college textbook publishing business, I think going into the fall semester, there were some cautious optimism that there might be replenishment on the part of the physical renters.

Any additional update there? Any other further read you have on the performance or the behavior on the part of the renters?.

Yes, rental business continues to hold up well, and we see rental -- our estimate is that it continues to represent something like 10% to 15% growth over the next 2 to 3 years. And it has an impact, of course, on our print business.

It's been the primary driver of the decline in print, and we believe that this year, print books will continue to decline. But we're very encouraged by what we see as the increasing resilience of digital sales with ebooks, just e versions of textbooks, flat eTextbooks continuing to grow, as well as the growth of WileyPLUS and the growth in custom.

That, we believe in this fiscal year, will get close to offsetting the decline in print. Whether or not we see major replenishment orders for rental print, we've not anticipated that in our forecast in any significant scale. But what we're definitely seeing is a movement in terms of seasonality of this business.

We've been observing it now for the last few years. The July-August cutoff has always been a particularly difficult period for us.

Reporting on first quarter has always required some pretty intensive analysis to try and understand whether there are changes in the overall flow of the business or whether there are timely changes across our critical July-August month cutoff.

It's pretty clear to us that the bricks-and-mortar bookstores are holding back a little bit on the traditional print orders, because they're finding it difficult to predict student behavior between buying rental, buying new, buying used books and buying digital and custom versions.

We're also seeing that digital revenues come later in the season because we -- either if it's WileyPLUS, we defer that revenue if it's an ebook sale. Those tend to be made on the day that the students actually start the course, and so they fall back into August and September.

So there was definitely, we believe, some movement of revenue from first to second quarter from the point of Wiley's fiscal year..

Okay, one last question from me, guys. Just any comments on the pipeline of new universities you see for Deltak, so separate from the 101 revenue generating programs you currently have with the business..

So we have 101 revenue generating, and I said 48 that are pre-revenue. The pipeline, the potential pipeline is very significant. More and more universities are looking at the relationships of this kind with online program management vendors, seeing them as a great opportunity to expand their reach and to launch new programs.

So we have more potential business, frankly, than we have the bandwidth or capacity to transact with.

And our focus is still on quality, so looking for the right kind of relationships that can build lasting, sustainable value for us and for our partners and that really lead to improved educational outcomes, employability and job prospects for our students.

So we expect to continue to expand both the number of partners, as well as the number of universities. We have ramped up an investment program to take more market share in that space, but we will do it very selectively based on a full return on investment-based model to make sure that we're launching programs that have legs and sustainability.

So I think you can expect to see us continue to launch new programs and that, of course, has somewhat of a dilutive effect on earnings in the short-term but, we believe, has the potential to really add value for Wiley in the medium- and longer-term..

And next, we go to Michael Corty with Morningstar..

I had a few questions.

First, the print books and the Professional Development business, are there any special headwinds or things that have -- kind of we should know about as a kind of a onetime thing? Or is that an issue that you're working on? And then secondarily, following up on that Deltak question, in terms of -- should we expect when you add new programs to universities, is that to be lumpy? Like what kind of lead time do you have in the scene? How these courses and universities are going to come online on a quarterly basis? Could we see more in some quarters and less in other? What's -- kind of maybe walk through what the lead time is from when you first to engage to try to get one of those programs, to getting that signed up..

So, Michael, your first question on print books and Professional, there are a couple of things that we've been faced with in the first quarter. There are still some significant movement.

Actually, well let me first say that, although it's in our Professional Development segment, there are still large numbers of print products produced by our Professional Development segment that are actually used as textbooks.

So exactly the same factors that I just mentioned that have caused shifts of ordering patents from first to second quarter, also have some impact on Professional Development business. So we've seen some major vendors who place large orders in the first quarter of fiscal '13 and those orders, we expect now, will come into the second quarter of '14.

One specific category-based factor that I mentioned earlier, our technology business had a really strong start to fiscal '13 because of the release of Windows 8, major software release that opened up a lot of opportunity for technology publishing.

There haven't been in fiscal '14 a similar-scale, new product releases, but we do expect those businesses -- that business to come back closer to its '13 performance over the rest of the year. And financial accounting being the other major category, we've got some very strong front list publishing coming up in the pipeline later in the year.

So we don't expect the trend in the first quarter to be -- to necessarily posses into the rest of the year for Professional Development print books. On your question about Deltak, there's no real seasonality to the rate at which new partners are launched.

Most of the courses that we've launched with our partners are graduate courses, and they run multiple -- in multiple instances throughout the course of the calendar year. So no -- there's no particular time for that.

The negotiations with new partners can last anything from 6 months to a year, and then take further time to build those courses before they're actually launched and become revenue producing, probably averaging out something like 18 months from the first point of contact to the launch of the new course.

So we do have some foresight into what the impact of that will be on a quarterly basis. It's really a question of how much opportunity we see there and how much we want to invest to continue to move that forward. And of course, we have some control over that.

So we'll be careful to balance long-term growth with short-term earning projection -- protection, rather, as we go forward..

[Operator Instructions] And next, we go to Daniel Moore with CJS Securities..

Sorry to beat a dead horse on Deltak, but any color you might give us with regards to the earnings contribution that's embedded in your fiscal '14 guidance? And given some of the upfront investment spend and lead times that were just talked about, what that might look like in '15?.

Yes, sure, I'll cover '14 for you. With regard to our expectations for the year, we've said that given the pace at which we're investing in Deltak in order to expand our footprint, as the market here is emerging, we're anticipating that Deltak will be about $0.10 dilutive to earnings for the year.

And it's relatively evenly spread over the course of the year. '15 is yet a plan ahead of us, but we'll come back to you when we have more information..

And one other quick follow-up.

Looking at the Professional Development business, given all the changes that have taken place, post-restructuring, some sense of what operating margins on a fully loaded basis you might expect or might look like in that segment?.

I think we -- our expectation is that we will improve the operating margins as we make our way into '15.

We saw a good bit of work to do there, as you know, in terms of stabilizing the base, which we expect to do through a combination of expanding our digital business -- our digital print business, as well as expanding into complementary services around assessment training and so forth.

At this point in time, I would not be specific about operating margins for the segment, but we'll continue to provide you with additional color on the evolution of profitability there, as we make our way through the year..

And lastly, just any update or comments on open access in general as a, both an opportunity, obviously, you're coming off a low base, but how you see that opportunity growing, as well as any update in terms of risk around open access as well..

Sure, so there has been -- we saw a lot of movement over the course of the year on the open-access policy front.

The White House Office of Science and Technology Policy issued a memorandum requiring all federal funding agencies with a research spending budget of over $100 million to announce and implement an open-access policy within the next -- well, actually to provide their plans back to the OSTP by August, that's now.

That deadline has now passed, and so those agencies have submitted their plans. We have, in collaboration with other industry partners, launched some initiatives to help facilitate open access to so many journal publishers after an embargo period that satisfies the requirements of publishers and helps sustain existing subscription business.

We are encouraged by research that indicates that the subscription model is expected to continue to hold up. We are encouraged by the maturity of the debate around open access that recognizes that whatever happens, peer review is vitally important, that it needs to be paid for, there needed to be sustainable business model that supports peer review.

We expect for the coming 3 to 5 years that we will live in a mixed economy, a mixed economy between green open-access mandates with satisfactory embargo periods, allowing us to continue to grow subscription revenue, combined within Europe, more of an appetite for so-called gold-road open access. That's where a fee is paid for publication in advance.

We have launched a number of gold-road, open-access journals that allow us to derive incremental revenues. And I mentioned the $3 million in the first quarter that we have earned from gold-road, open-access article contributions.

We can see out for a period of time that would indicate to us that there is no immediate downturn -- downsize threat from open access.

And we continue to work with all members of the scientific community to make sure that we help widen public access, but on a basis of a business model that is sustainable, and it doesn't break a system of peer review and scholarly communication that has served so well for many hundreds of years..

And it appears there are no further questions in queue. At this time, I would like to turn the conference back to Mr. Smith for any closing or additional remarks..

Well, we thank you for your attendance at our conference today. We thank you for your comments and questions. We look forward to meeting many of you, hopefully, at our forthcoming Investor Meeting in September and, of course, to addressing you again at the end of our second quarter in December. Thank you..

And that does conclude today's conference. We do thank you for your participation. You may now disconnect..