Business Context and Reporting Period
This Form 10-Q covers the quarterly period ended April 30, 2006, for SAIC, Inc., a Delaware corporation and wholly-owned subsidiary of Science Applications International Corporation. The registrant was incorporated on August 12, 2005, and capitalized on August 18, 2005. The filing utilizes the reduced disclosure format under General Instruction H(1)(a) and (b) of Form 10-Q.
Key Financial Metrics
The filing indicates that the company conducted no business operations during the period from its formation through April 30, 2006. Consequently, there are no revenue, profit, cash flow, or margin metrics to report. The balance sheet reflects minimal capitalization:
- Cash: $1,000 (as of April 30, 2006, and January 31, 2006).
- Total Stockholder's Equity: $1,000.
- Debt: None reported.
- Liquidity: Limited to the $1,000 cash balance.
Material Changes
There were no material changes in financial position or operations compared to the prior period, as the company remained inactive with identical balance sheet figures ($1,000 cash and equity) between January 31, 2006, and April 30, 2006.
Guidance, Outlook, and Risks
Management Discussion and Analysis (MD&A), quantitative market risk disclosures, and risk factors were omitted pursuant to General Instruction H(2) of Form 10-Q due to the lack of operations. The primary purpose of the entity is to facilitate a merger: SAIC Merger Sub, Inc., a subsidiary of the registrant, is set to merge with Science Applications International Corporation, subject to stockholder approval. Upon completion, outstanding common stock of Science Applications International Corporation will be exchanged for Class A preferred stock of the registrant. No unusual items or contingencies were disclosed.
Investor Verification Checklist
- Verify the status of the proposed merger between SAIC Merger Sub, Inc. and Science Applications International Corporation.
- Confirm that the registrant (SAIC, Inc.) remains a shell company with no independent operating history.
- Review the Agreement and Plan of Merger (Exhibit 2.1) for specific terms regarding the stock exchange.
- Note that financial data for the registrant is nominal and does not reflect the financial performance of the parent company, Science Applications International Corporation.