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 and Exchange Act of 1934
May 24, 2004
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 or organization) | 0-13351 (Commission File Number) | 87-0393339 (IRS Employer Identification Number) |
404 Wyman Street, Suite 500
Waltham, MA 02451
(Address of principal executive offices and zip code)
(781) 464-8000
(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 May 24, 2004, Novell, Inc. issued a press release to report Novell's financial results for the quarter ended April 30, 2004. 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.
We disclosed non-GAAP adjusted earnings information in the press release for the fiscal quarters ended April 30, 2004, January 31, 2004 and April 30, 2003. These non-GAAP disclosures include adjusted income (loss) from operations, adjusted income (loss) before taxes, adjusted net income (loss), adjusted net income (loss) available to common shareholders and adjusted diluted net income (loss) per common share.
We believe the presentation of non-GAAP adjusted earnings information presents a useful performance measure because it enables investors to track and compare the Company's core operating performance from one reporting period to another and helps investors better understand management's view of the business. Novell's management also includes non-GAAP financial measures as a component of regular internal operating reports. By making these same measures available in our external reporting, we are able to provide investors with the additional financial measures that management believes reflect its own view of Novell's on-going core business, thus improving investors' ability to assess the future prospects of Novell.
We believe that the presentation of adjusted income (loss) from operations, which excludes restructuring charges, acquisition-related charges, integration charges, and long-lived asset gains and impairments, provides useful information to investors regarding our results of operations because these types of charges occur irregularly, are often material, and are not readily capable of being predicted; thus, this presentation shows a more consistent reflection of our core operating performance.
We believe that the presentation of adjusted income (loss) before taxes, which excludes investment write downs, as well as the items discussed above, provides useful information to investors regarding our 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 invitees and, consequently, these items do not reflect our day-to-day business operations of delivering software and services to our customers.
We believe that the presentation of adjusted net income (loss), which excludes tax adjustments and the adjustments discussed 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.
We believe that the presentation of adjusted net income (loss) available to common shareholders, which excludes a charge for a beneficial conversion feature and the adjustments discussed above, provides useful information to investors regarding Novell's results of operations because (i) the impact of the beneficial conversion feature was an extraordinary one-time event resulting from an investment made in Novell by International Business Machines Corporation that does not relate to our core operating performance, and (ii) this presentation assists investors in evaluating the overall net effect of the other foregoing adjustments.
We believe that the presentation of adjusted diluted net income (loss) per common share, which excludes the items discussed 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.
SIGNATURE
Pursuant to the requirements of the Securities and 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) | |
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Date: May 24, 2004 | By /s/ 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 |
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Exhibit 99.1 | Press Release of Novell, Inc. dated May 24, 2004. |
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 and 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.