Business Context and Reporting Period
This Form 10-Q covers the quarterly period ended July 31, 2006, for SAIC, Inc. (the Registrant). The Registrant is a wholly-owned subsidiary of Science Applications International Corporation (SAIC), incorporated in August 2005. The filing is submitted under the reduced disclosure format of General Instruction H. The Registrant has conducted no business operations since its formation through the end of the reporting period.
Key Financial Metrics
The filing indicates minimal financial activity consistent with a shell company awaiting a merger.
- Revenue: Not applicable; no business operations were conducted.
- Profit/Loss: Not applicable; no operations.
- Cash and Cash Equivalents: $1,000 as of July 31, 2006 (unchanged from January 31, 2006).
- Total Assets: $1,000.
- Total Stockholder's Equity: $1,000.
- Debt: None reported.
- Liquidity: Limited to $1,000 in cash.
Material Changes
There were no material changes in financial position between January 31, 2006, and July 31, 2006. The balance sheet remained static with $1,000 in cash and equity. The primary activity during the period was the preparation for a merger, not operational growth.
Outlook, Risks, and Unusual Items
Merger Plan: The Registrant is preparing for a merger with its parent, Science Applications International Corporation. Upon stockholder approval, SAIC Merger Sub, Inc. (a subsidiary of the Registrant) will merge with SAIC, and outstanding SAIC common stock will be exchanged for Class A preferred stock of the Registrant.
Management Commentary: Management explicitly stated that no business operations were conducted during the period. Consequently, Management's Discussion and Analysis (MD&A), market risk disclosures, and risk factors were omitted pursuant to General Instruction H.
Controls and Procedures: The CEO and CFO concluded that disclosure controls and procedures were effective as of July 31, 2006. No changes in internal controls over financial reporting were noted.
Investor Verification Checklist
- Verify the status of the proposed merger between SAIC, Inc. and Science Applications International Corporation.
- Confirm that the Registrant remains a shell company with no independent operating revenue.
- Review the terms of the exchange of SAIC common stock for Registrant Class A preferred stock.
- Note that standard financial performance metrics (revenue, margins, cash flow from operations) are not applicable for this entity.