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Novell Reports Preliminary Financial Results for Third Fiscal Quarter 2006

     - Linux Platform Products revenue grows 30 percent year-over-year
   - Identity and Access Management revenue up 46 percent year-over-year
           - Announces voluntary stock-based compensation review

    WALTHAM, Mass., Aug. 29 /PRNewswire-FirstCall/ -- Novell, Inc. (Nasdaq:
NOVL) today announced preliminary financial results for its third fiscal
quarter ended July 31, 2006. These financial results are preliminary
because Novell, during this quarter, began a self-initiated, voluntary
review of the company's historical stock-based compensation practices and
related potential accounting impact. The financial results reported today
do not take into account any adjustments that may be required in connection
with the completion of the stock-based compensation review and should be
considered preliminary until Novell files its Form 10-Q for the third
fiscal quarter ended July 31, 2006.
    Financial Results
    For the third fiscal quarter 2006, Novell reported net revenue of $241
million, compared to net revenue of $252 million for the third fiscal
quarter 2005. The loss available to common stockholders from continuing
operations in the third fiscal quarter 2006 was $3 million or $0.01 loss
per diluted common share. This compares to income available to common
stockholders from continuing operations of $0.4 million, or $0.00 per
diluted common share, for the third fiscal quarter 2005.
    On a non-GAAP basis, adjusted income available to common stockholders
from continuing operations for the third fiscal quarter 2006 was $20
million, or $0.05 per diluted common share. Those amounts excluded
stock-based compensation, severance-related expenses, a loss on the planned
disposition of our Japan consulting group, a gain on sale of property,
plant and equipment and related adjustments for income taxes, debt interest
expense and the allocation of earnings to preferred stockholders. This
compares to non-GAAP adjusted income available to common stockholders from
continuing operations of $13 million, or $0.03 per diluted common share,
for the third fiscal quarter 2005. These amounts primarily exclude
restructuring charges and related adjustments for income taxes, debt
interest expense and the allocation of earnings to preferred stockholders.
    In the third fiscal quarter 2006, Novell finalized the disposition of
its Celerant consulting subsidiary. Accordingly, all Celerant financial
results were excluded from Novell's continuing operations for income
statement reporting purposes. Celerant's results for all periods presented
are reported as discontinued operations.
    During the third fiscal quarter 2006, Novell reported $12 million of
revenue from Linux* Platform Products, up 30% year-over-year. Revenue from
Identity and Access Management was $26 million, up 46% year-over-year.
Combined revenue from Open Enterprise Server and NetWare-related products
declined 19% from the year ago period.
    "Novell's focus on execution and acceleration of our strategy resulted
in continued strong growth in Linux and Identity revenues," said Ron
Hovsepian, president and CEO of Novell. "The launch of SUSE Linux
Enterprise 10 and the rollout of a new marketing campaign earlier this
month has generated widespread customer and partner enthusiasm, and we are
aggressively moving to drive adoption of the new platform."
    Cash, cash equivalents and short-term investments were $1.3 billion at
July 31, 2006, consistent with last quarter. Days sales outstanding in
accounts receivable was 88 days at the end of the third fiscal quarter
2006, up from 77 days in the year ago quarter. Accounts receivable aging
remains within historical ranges. Deferred revenue was $391 million at the
end of the third fiscal quarter 2006, up $25 million, or 7%, from the prior
year. Cash flow from operations was $33 million for the third fiscal
quarter 2006, up from $15 million from the third fiscal quarter 2005.
    Full details on Novell's preliminary results, including a
reconciliation of the non-GAAP adjusted results, are included in the
financial schedules that are a part of this release.
    Stock-Based Compensation Review
    Novell initiated the voluntary review of historical stock-based
compensation practices and the related potential accounting impact in light
of news about the stock option practices of numerous companies across
several industries. Based on preliminary findings, the Audit Committee of
Novell's Board of Directors engaged independent outside legal counsel to
conduct the review.
    The Audit Committee is working to complete the stock-based compensation
review in a timely manner, and Novell intends to file its Quarterly Report
on Form 10-Q for the period ended July 31, 2006 as soon as practicable
after the Audit Committee's review is concluded. At this time, Novell is
not in a position to predict when the stock-based compensation review will
be completed and it is possible that Novell may not file its Quarterly
Report on Form 10-Q for the third fiscal quarter ended July 31, 2006 on a
timely basis.
    This review may result in the need to record non-cash stock
compensation charges and related tax effects. Novell does not know whether
any such compensation charges would affect the preliminary financial
results for its third fiscal quarter ended July 31, 2006 being announced
today, or would be deemed to be material and require the company to restate
previously issued financial statements. Novell will also need to determine
the impact of this matter on its system of internal controls.
    Financial Outlook
    Novell management provides the following financial guidance:

    -- Net revenue for the fourth fiscal quarter 2006 is expected to be
       between $246 million and $256 million.
    -- On a non-GAAP basis, income available to common stockholders from
       continuing operations per diluted common share for the fourth fiscal
       quarter 2006 is expected to be $0.04, excluding an estimated $0.03 per
       share expense from stock-based compensation.
    A summary of Novell's vision, mission and strategy can be accessed on
the Novell(R) Web site at: http://www.novell.com/company/ir/qresults/ .
    Conference call notification and Web access detail
    A live Webcast of a Novell conference call to discuss the quarter will
be broadcast at 5:00 PM ET August 29, 2006, from Novell's Investor
Relations Web page: http://www.novell.com/company/ir/qresults/ . The
domestic conference call dial-in number is 866-335-5255, password "Novell",
and the international dial-in number is +1-706-679-2263, password "Novell".
    The call will be archived on the Web site approximately two hours after
its conclusion, and will be available for telephone playback through
midnight ET, September 6, 2006. The domestic toll-free replay number is
800-642-1687, and the international replay number is +1-706-645-9291.
Replay listeners must enter conference ID number 3713912.
    A copy of this press release is posted on Novell's Web site at:
http://www.novell.com/company/ir/qresults/ .
    Legal notice regarding forward-looking statements
    This press release includes statements that are not historical in
nature and that may be characterized as "forward-looking statements,"
including those related to future financial and operating results, benefits
and synergies of the company's brands and strategies, future opportunities
and the growth of the market for Identity and Access Management and Linux
Platform Products. You should be aware that Novell's actual results could
differ materially from those contained in the forward-looking statements,
which are based on current expectations of Novell management and are
subject to a number of risks and uncertainties, including, but not limited
to, Novell's success in executing its Linux, Identity and Access Management
and Resource Management strategies, Novell's ability to take a competitive
position in the Linux, Identity and Access Management and Resource
Management industries, business conditions and the general economy, market
opportunities, potential new business strategies, competitive factors,
sales and marketing execution, shifts in technologies or market demand,
Novell's ability to integrate acquired operations and employees, the final
conclusions of the Audit Committee (and the time of such conclusions)
concerning matters relating to the company's stock-based compensation
practices and the other factors described in Novell's Annual Report on Form
10-K filed with the Securities and Exchange Commission on Jan. 10, 2006.
Novell disclaims any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of this
press release except as required by the securities laws.
    There can be no assurance that the outcome of the review by the
company's Audit Committee of the company's past stock-based compensation
practices and the related potential accounting impact will not result in
changes in the preliminary financial results for the third fiscal quarter
2006 or a restatement of financial results provided by the company for any
historical period. In addition, the review and possible conclusions may
require additional expenses to be recorded; may adversely affect our
ability to file required reports with the U.S. Securities and Exchange
Commission ("SEC") on a timely basis, our conclusions on the effectiveness
of our internal control over financial reporting and disclosure controls
and procedures and our ability to meet the requirements of the Nasdaq Stock
Market for continued listing of our shares; and may result in claims and
proceedings relating to such matters, including shareholder litigation and
actions by the SEC and/or other governmental agencies and negative tax or
other implications for the company resulting from any accounting
adjustments or other factors.
    About Novell
    Novell, Inc. delivers Software for the Open Enterprise(TM). With more
than 50,000 customers in 43 countries, Novell helps customers manage,
simplify, secure and integrate their technology environments by leveraging
best-of-breed, open standards-based software. With over 20 years of
experience, 5,000 employees, 5,000 partners and support centers around the
world, Novell helps customers gain control over their IT operating
environment while reducing cost. More information about Novell can be found
at http://www.novell.com .
    NOTE: Novell and NetWare are registered trademarks, and Software for
the Open Enterprise is a trademark of Novell, Inc. in the United States and
other countries. * Linux is a registered trademark of Linus Torvalds. All
other third-party trademarks are the property of their respective owners.
                                 Novell, Inc.
          Consolidated Unaudited Condensed Statements of Operations
                                (Preliminary)
                    (In thousands, except per share data)


                                Fiscal Quarter Ended    Fiscal Year-to-Date
                                 Jul 31,      Jul 31,     Jul 31,   Jul 31,
                                   2006         2005        2006      2005
    Net revenue:
      Software licenses         $45,435      $45,628    $127,600  $135,692
      Maintenance and services  195,917      206,754     594,772   615,913
    Total net revenue           241,352      252,382     722,372   751,605

    Cost of revenue:
      Software licenses           4,984        4,475      13,322    13,970
      Maintenance and services   75,711       80,171     230,348   249,043
    Total cost of revenue        80,695       84,646     243,670   263,013

    Gross profit                160,657      167,736     478,702   488,592

    Operating expense (income):
      Sales and marketing        89,463       84,457   265,034   262,126
      Product development        47,238       50,304   140,627   150,949
      General and administrative 25,298       24,453    80,186    68,118
      Restructuring expenses          -        9,443    (1,000)   19,692
      Purchased in-process
       research and development       -            -     2,110       480
      Gain on sale of property,
       plant and equipment       (3,778)           -    (5,968)   (1,589)
      Gain on legal settlements       -            -    (1,225) (447,560)
      Loss on Japan consulting
       group held for sale        8,273            -     8,273         -
      Executive termination
       benefits                   9,409            -     9,409         -
    Total operating expense     175,903      168,657   497,446    52,216

    Income (loss) from
     operations                 (15,246)        (921)  (18,744)  436,376

    Other income, net            10,811        8,350    36,760    21,816

    Income (loss) from
     continuing operations,
      before income taxes        (4,435)       7,429    18,016   458,192

    Income tax expense
     (benefit)                   (1,948)       6,869    13,031    81,234

    Income (loss) from
     continuing operations       (2,487)         560     4,985   376,958

    Income from discontinued
     operations, before income
     taxes                       12,165        2,752    13,743     7,642
    Income tax expense
     (benefit)                   (2,871)       1,172       972     2,926
    Income from discontinued
     operations                  15,036        1,580    12,771     4,716

    Income before cumulative
     effect of a change in
     accounting principle        12,549        2,140    17,756   381,674

    Cumulative effect of a
     change in accounting
     principle                     (897)           -      (897)        -

    Net income                  $11,652       $2,140   $16,859  $381,674


    Income (loss) available
     to common stockholders -
     diluted:

      Continuing operations     $(2,534)        $430    $4,824  $377,125

      Net income                $11,554       $1,910   $16,478  $381,539


    Income (loss) per share
     available to common
     stockholders - diluted:

      Continuing operations      $(0.01)       $0.00     $0.01     $0.87

      Net income                  $0.03        $0.00     $0.04     $0.88


    Weighted average shares -
     diluted                    340,127      385,377   374,472   435,820 (1)


    (1) Diluted weighted average shares includes 52 million potential shares
    related to convertible debt.

    Reclassifications, none of which affected net income, were made to the
    prior period amounts in order to conform to the current period's
    presentation.

    Stock-based compensation expense recorded in above amounts:

                                            Fiscal Quarter         Fiscal
                                                Ended           Year-to-Date
                                           Jul 31,  Jul 31,   Jul 31,  Jul 31,
                                             2006     2005      2006     2005
    Cost of revenue                        $1,053       $2    $3,038       $4
    Sales and marketing                     3,133      446     9,709      804
    Product development                     1,999      294     6,386      947
    General and administrative              1,414     (919)    9,628     (521)
      Total stock-based compensation
       expense                             $7,599    $(177)  $28,761   $1,234



                                 Novell, Inc.
        Consolidated Unaudited Condensed Balance Sheets (Preliminary)
                                (In thousands)


                                              Jul 31, 2006      Oct 31, 2005
    Assets

    Current assets:
        Cash and cash equivalents                 $500,716          $811,238
        Short-term investments                     798,615           843,666
        Receivables, net                           236,112           293,627
        Prepaid expenses                            32,159            30,777
        Other current assets                        24,766            29,745
        Current assets held for sale                 2,930                 -
    Total current assets                         1,595,298         2,009,053

    Property, plant and equipment, net             186,752           212,377
    Long-term investments                           55,064            54,340
    Goodwill                                       427,375           395,509
    Intangible assets, net                          44,919            56,421
    Deferred income taxes                            1,334             1,384
    Other assets                                    33,085            32,774

    Total assets                                $2,343,827        $2,761,858


    Liabilities and Stockholders' Equity

    Current liabilities:
        Accounts payable                           $40,320           $45,445
        Accrued compensation                       105,934           113,760
        Other accrued liabilities                   78,521           131,105
        Income taxes payable                        53,894            56,869
        Deferred revenue                           390,799           405,751
        Current liabilities held for sale              619                 -
    Total current liabilities                      670,087           752,930

    Deferred income taxes                            3,995             4,537
    Senior convertible debentures                  600,000           600,000

    Total liabilities                            1,274,082         1,357,467

    Minority interests                                   -             8,555

    Preferred stock                                  9,350             9,350

    Stockholders' equity                         1,060,395         1,386,486

    Total liabilities and stockholders'
     equity                                     $2,343,827        $2,761,858



                                 Novell, Inc.
   Consolidated Unaudited Condensed Statements of Cash Flows (Preliminary)
                                (In thousands)


                                          Fiscal Quarter          Fiscal
                                               Ended           Year-to-Date
                                         Jul 31,   Jul 31,   Jul 31,   Jul 31,
                                           2006      2005      2006      2005

    Cash flows from operating
     activities:
      Net income                        $11,652    $2,140   $16,859  $381,674
      Adjustments to reconcile net
       income to net cash provided
       by operating activities:
        Stock-based compensation expense  7,599      (177)   29,024     1,234
        Tax effects of stock-based
         compensation plans              (1,028)    2,906     4,258    16,166
        Excess tax benefits from stock-
         based compensation               1,028         -    (4,258)        -
        Depreciation and amortization     8,773    11,284    31,151    41,074
        Loss on Japan consulting group
         held for sale                    8,273         -     8,273         -
        Gain on sale of Celerant,
         discontinued operations before
         taxes                          (11,960)        -   (11,960)        -
        Executive termination benefits    9,409         -     9,409         -
        Cumulative effect of a change in
         accounting principle               897         -       897         -
        Changes in accounts receivable
         allowances                         243    (3,563)   (4,660)   (9,352)
        Utilization of previously reserved
         acquired net operating losses      340         -     3,860    29,600
        Gain on sale of property, plant
         and equipment                   (3,778)        -    (5,968)   (1,589)
        Impairment of long-term
         investments, net of gains          128      (822)      626     1,108
        Purchased in-process research and
         development                          -         -     2,110       480
        Changes in current assets and
         liabilities, excluding the
         effect of acquisitions and
         dispositions                     1,267     3,730   (45,601)  (18,234)

      Net cash provided by operating
       activities                        32,843    15,498    34,020   442,161

    Cash flows from financing
     activities:
        Issuance of common stock, net     3,592     3,056    21,674    16,035
        Excess tax benefits from stock-
         based compensation              (1,028)        -     4,258         -
        Payment of cash dividends on
          Series B Preferred Stock          (94)     (125)     (141)     (375)
        Repurchases of common stock,
         retired                       (132,521)        -  (400,000)        -

      Net cash (used) provided by
       financing activities            (130,051)    2,931  (374,209)   15,660

    Cash flows from investing
     activities:
        Purchases of property, plant and
         equipment                       (2,229)   (8,484)  (16,783)  (20,168)
        Proceeds from the sale of
         property, plant and equipment   17,734         -    24,992    10,421
        Proceeds from repayment of note
         receivable                           -         -     9,092         -
        Short-term investment activity   (1,223)   (8,583)   45,035   153,792
        Long-term investment activity     1,586     1,666    (1,428)   (1,352)
        Cash paid for equity investment in
         Open Invention Network, LLC          -         -    (4,225)        -
        Proceeds from the sale of
         Celerant, net of cash divested  37,922         -    37,922         -
        Cash paid for acquisition of Tally
         Systems and Immunix, net of cash
         acquired                             -         -         -   (33,829)
        Cash paid for acquisition of
         e-Security, net of cash acquired     -         -   (71,550)        -
        Purchase of intangible assets    (1,159)        -    (1,159)  (15,500)
        Other                             3,219    (4,077)    7,771       241

      Net cash provided (used) by
       investing activities              55,850   (19,478)   29,667    93,605

    (Decrease) increase in cash and
     cash equivalents                   (41,358)   (1,049) (310,522)  551,426

    Cash and cash equivalents -
     beginning of period                542,074   986,879   811,238   434,404

    Cash and cash equivalents -
     end of period                     $500,716  $985,830  $500,716  $985,830


    Certain reclassifications, none of which affected net income, were made to
    the prior period amounts in order to conform to the current period's
    presentation.



                                 Novell, Inc.
                     Unaudited Non-GAAP Adjusted Earnings
                          Information (Preliminary)
                    (In thousands, except per share data)


                                           Fiscal Quarter        Fiscal
                                               Ended          Year-to-Date
                                           Jul 31,  Jul 31,  Jul 31,  Jul 31,
                                             2006     2005     2006      2005
      GAAP diluted income (loss)
       available to common
      stockholders from continuing
       operations                         $(2,534)    $430   $4,824  $377,125

        Pre-tax adjustments:
          Stock-based compensation
           expense                          7,599     (177)  28,761     1,234
          Restructuring expenses                -    9,443   (1,000)   19,692
          Purchased in-process research
           and development                      -        -    2,110       480
          Gain on sale of property, plant
           and equipment                   (3,778)       -   (5,968)   (1,589)
          Gain on legal settlements             -        -   (1,225) (447,560)
          Loss on Japan consulting group
           held for sale                    8,273        -    8,273         -
          Executive termination benefits    9,409        -    9,409         -
          Impairment of long-term
           investments, net of gains          128     (822)     626     1,108

        Income tax adjustments:
          Tax adjustments, net                (49)    (301)    (752)   (2,055)
          Cumulative tax effect of the
           Microsoft settlement                 -    2,900        -    72,260

        Diluted income (loss)
         adjustments:
          Debt interest expense             1,493    1,493    4,479    (4,479)
          Allocation of earnings to
           preferred stockholders             (83)    (114)    (161)    3,727

        Total net adjustments              22,992   12,422   44,552  (357,182)

      Non-GAAP diluted income available
       to common stockholders from
       continuing operations              $20,458  $12,852  $49,376   $19,943


      GAAP diluted income (loss) per
       common share from
       continuing operations               $(0.01)   $0.00    $0.01     $0.87
          Adjustments detailed above         0.06     0.03     0.10     (0.82)

      Non-GAAP diluted income per common
       share from
       continuing operations                $0.05    $0.03    $0.11     $0.05


      GAAP diluted weighted average
       shares from
       continuing operations              340,127  385,377  374,472   435,820

        Change in dilution from:
          Conversion of convertible debt   52,074   52,074   52,074   (52,074)
          Stock option exercises            5,460        -    4,146         -
          Restricted stock                    141     (272)    (532)        -

      Non-GAAP diluted weighted average
       shares                             397,802  437,179  430,160   383,746


     Certain reclassifications were made to the prior period amounts in
     order to conform to the current period's presentation.


SOURCE Novell, Inc.




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    CONTACT:
    Bruce Lowry, +1-415-383-8408, or
    blowry@novell.com, or Bill Smith, 1-800-317-3195, or
    wsmith@novell.com, both of Novell, Inc.