8-K 1 nov20_8k.htm RESULTS OF OPERATIONS AND FINANCIAL CONDITION

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

November 20, 2003
Date of Report
(Date of earliest event reported)

Novell, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
0-13351
(Commission File
Number)
87-0393339
(IRS Employer
Identification Number)

1800 South Novell Place
Provo, Utah 84606
(Address of principal executive offices)

(801) 861-7000
(Registrant’s telephone number, including area code)


Not Applicable
(Former name or former address, if changed since last report)


Item 12. Results of Operations and Financial Condition

On November 20, 2003, Novell, Inc. issued a press release to report the company's financial results for the quarter and year ended October 31, 2003. A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Novell has disclosed non-GAAP financial measures in the press release, including adjusted income (loss) from operations, adjusted income (loss) before taxes, adjusted net income (loss), and adjusted diluted net income (loss) per share for the fiscal quarters ended October 31, 2003, July 31, 2003 and October 31, 2002.

Novell believes that the presentation of adjusted income (loss) from operations, which excludes restructuring charges and associated adjustments, acquisition related charges, integration charges and merger reserves, provides useful information to investors regarding Novell’s results of operations because it enables investors to make additional meaningful comparisons of Novell’s performance from one reporting period to another. Because these types of charges occur irregularly, are often material, and are not readily capable of being predicted, Novell believes that the non-GAAP presentation may be useful in assessing the future prospects of the Company.

Novell believes that the presentation of adjusted income (loss) before taxes, which excludes impaired intangible asset charges, gains on the sale of facilities, and investment write downs, as well as the items discussed above, provides useful information to investors regarding Novell’s results of operations because, in addition to the reasons set forth above, the investment write downs are influenced by market valuations, general economic conditions and the performance of the underlying investees and, consequently, these items do not reflect Novell’s day-to-day business operations of delivering software and services solutions to its customers. The impairment of intangible assets and gain on sale of a facility, as well as the investment write downs, are not readily capable of being predicted, occur irregularly and are often material, Novell believes that the non-GAAP presentation may be useful in assessing the future prospects of the Company.

Novell believes that the presentation of adjusted net income (loss) and adjusted diluted net income (loss) per share, which excludes tax adjustments related to a valuation allowance against net deferred tax assets and related to items listed in the paragraphs above, provides useful information to investors regarding Novell’s results of operations because it assists investors in evaluating the overall net effect of the foregoing adjustments and to make meaningful comparisons against the non-adjusted GAAP results that are presented.



SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




   Novell,Inc.
(Registrant)

Date: November 20, 2003

By    /s/    Joseph S. Tibbetts, Jr.

   (Joseph S. Tibbetts, Jr.
Senior Vice President, Chief Financial
Officer and Principal Accounting Officer)










EXHIBIT INDEX



The following exhibit is filed as part of this current report on Form 8-K:

Exhibit Number Description
     
Exhibit 99.1 Press Release of Novell, Inc. dated November 20, 2003.





The Exhibit attached to this Form 8-K is incorporated by reference into Item 12 of this Form 8-K and, consistent with the treatment of information set forth in Item 12 of the Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.