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
August 21, 2003
Date of Report
(Date of earliest event reported)
Novell, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-13351 87-0393339
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) 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 August 21, 2003, Novell, Inc. issued a press release to report the company's
financial results for the quarter ended July 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 July 31, 2003, April 30, 2003 and July 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, investment write downs, and the loss on the acquisition of minority
interest shares 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 taking into account the tax adjustments that
are related to the items listed 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.
SIGNATURES
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 thereunto duly authorized.
Novell, Inc.
(Registrant)
Date: August 21, 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
99.1 Press release of Novell, Inc. dated August 21, 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.