Business Context and Reporting Period
This Form 10-Q covers the quarterly period ended October 31, 2005, for SAIC, Inc. (the "Registrant"). The Registrant was incorporated on August 12, 2005, and capitalized on August 18, 2005, as a wholly-owned subsidiary of Science Applications International Corporation ("SAIC"). The filing was submitted on April 26, 2006. The Registrant is a shell company with no employees or active business operations; its sole purpose is to facilitate a merger reorganization where SAIC Merger Sub, Inc. will merge with SAIC, exchanging SAIC's common stock for the Registrant's Class A preferred stock.
Key Financial Metrics
The filing indicates the Registrant has conducted no business operations. Consequently, there are no revenue, profit, cash flow, or margin figures to report. The financial position is minimal:
- Cash: $1,000 (received during initial capitalization).
- Total Assets: $1,000.
- Total Stockholder's Equity: $1,000 (comprising $100 in common stock and $900 in additional paid-in capital).
- Debt: None reported.
- Liquidity: Limited to the $1,000 cash balance.
Material Changes
There are no material changes in financial performance compared to the prior period as the company had no operations prior to or during the reporting period. The only activity noted is the restatement of the certificate of incorporation on November 18, 2005, to increase authorized common stock to 2 billion shares and authorize various series of preferred stock for the pending merger.
Outlook, Risks, and Management Commentary
Management Commentary: Management states that the company has not conducted any activities other than those incident to its formation, the preparation of the merger agreement, and the filing of registration statements. The company filed this report voluntarily "out of an abundance of caution," having concluded with outside counsel that a Form 10-Q was not strictly required for the period.
Outlook: The company intends to complete the merger reorganization subject to SAIC stockholder approval. The S-4 Registration Statement regarding the merger was declared effective on November 16, 2005.
Risks and Contingencies: The filing explicitly states "Not applicable" for Legal Proceedings and Risk Factors. The primary contingency is the approval of the merger by SAIC stockholders.
Investor Verification Checklist
- Verify the status of the proposed merger between SAIC Merger Sub, Inc. and Science Applications International Corporation.
- Confirm whether the merger has been approved by SAIC stockholders.
- Review the effective Form S-4 Registration Statement for details on the exchange ratio and terms of the preferred stock issuance.
- Note that the Registrant is a shell company with no independent operating history or assets beyond initial capitalization.