Clarification of Question by
reskone1-ga
on
20 Oct 2004 13:30 PDT
Dear pafalfa-ga. Thanks for your prompt reply and request for clarification.
They information you provided does not explain how the private company
uses the financial information to determine the price for the stock.
SAIC uses an formula that they include in their 10K filed with the
SEC. The following is from the most current 10K and includes the
actual foruma. Please excuse the lenght of the following and the
"wrap around" of the screen display. The actual 10K can be reviewed
at www.sec.gov.
I desire information about how other private companies compute the
stock value and report it to the SEC.
See below. Thanks.
Stock Price Formula
The following formula is used in the valuation method:
the price per share is equal to the sum of
(1) a fraction, the numerator of which is our
stockholders' equity at the end of the fiscal quarter immediately
preceding the date on which a price determination is to occur,
adjusted to reflect the value of our publicly traded equity securities
classified as investments in marketable securities, as well as the
profit or loss impact, if any, on stockholders' equity arising from
investment activities, non-recurring gains or losses on sales of
business units, subsidiary common stock or similar transactions
closed, as of the valuation date ("E") and the denominator of which is
the number of outstanding common shares and common share equivalents
at the end of such fiscal quarter ("W(1)") and
(2) a fraction, the numerator of which is 5.66
multiplied by the market factor ("M" or "market factor"), multiplied
by our operating income for the four fiscal quarters immediately
preceding the price determination, net of taxes, excluding investment
activities, losses on impaired intangible assets, non-recurring gains
or losses on sales of business units, subsidiary common stock and
similar items, and including our equity in the income or loss of
unconsolidated affiliates and the minority interest in income or loss
of consolidated subsidiaries ("P"), and the denominator of which is
the weighted average number of outstanding common shares and common
share equivalents for those four fiscal quarters, as used by us in
computing diluted earnings per share ("W").
The formula, shown as an equation, is as follows:
Stock Price = E + 5.66MP
------------------------- -----------------
W(1) W
The board of directors first used a valuation formula in
establishing the price of the Class A common stock in 1972. The
valuation formula has periodically been modified ever since. The
market factor concept was first added to the formula in 1973. The 5.66
factor was added to the formula in 1976 as a constant to cause the
price generated by the formula to reflect a fair market value of the
Class A common stock. In 1984, the board of directors, with the
assistance of an outside appraisal firm, began its current practice of
establishing the value of the market factor to reflect the broad range
of business, financial and market forces that also affect the fair
market value of the Class A common stock. In 2001, the board of
directors approved the modifications of the definitions of the "E" or
the stockholders' equity component and "P" or the earnings component
of the formula. Before approving these changes to the formula, the
board of directors consulted with HLHZ and then determined that these
definitional changes were appropriate and that our valuation process
would continue to generate a fair market value of the Class A common
stock within a broad range of financial criteria.
Stock Price Table
The following table sets forth information concerning the
stock price for the Class A common stock, the applicable price for the
Class B common stock and each of the variables contained in the
formula, including the market factor, in effect for the periods
beginning on the dates indicated. The Class A common stock has been
rounded to the nearest penny. There can be no assurance that the Class
A common stock or the Class B common stock will in the future provide
returns comparable to historical returns or that the price will not
decline. In fact, the price declined 13.2% during fiscal year
Date
Market
Factor "E" or
Adjusted
Stockholders'
Equity(1) "W1"
or Shares
Outstanding(2) "P"or
Adjusted
Earnings(3) "W" or
Weighted
Avg. Shares
Outstanding(4) Price
Per Share
of Class A
Common
Stock Price
Per Share
of Class B
Common
Stock Percentage
Price
Change(5)
April 12, 2002 2.90 $ 2,455,657,000 215,804,158 $
297,660,000 225,382,561 $ 33.06 $ 661.20 0.3 %
July 12, 2002 2.60 $ 2,483,464,000 215,331,807 $
319,724,000 218,864,381 $ 33.03 $ 660.60 (0.1 )%
July 29, 2002 2.10 $ 2,483,864,000 215,331,807 $
319,724,000 218,864,381 $ 28.90 $ 578.00 (12.5 )%
October 11, 2002 1.90 $ 2,394,108,000 209,578,812 $
335,148,000 213,397,043 $ 28.31 $ 566.20 (2.0 )%
January 10, 2003 1.90 $ 2,072,146,000 195,447,055 $
346,570,000 207,048,972 $ 28.60 $ 572.00 1.0 %
April 11, 2003 1.90 $ 2,006,774,000 190,974,359 $
349,930,000 203,232,903 $ 29.02 $ 580.40 1.5 %
July 11, 2003 1.90 $ 2,102,168,000 192,229,993 $
358,704,000 197,175,777 $ 30.50 $ 610.00 5.1 %
October 10, 2003 1.90 $ 2,133,849,000 190,791,535 $
368,075,000 192,079,951 $ 31.79 $ 635.80 4.2 %
January 9, 2004 2.20 $ 2,196,927,000 190,348,029 $
380,148,000 189,499,866 $ 36.52 $ 730.40 14.9 %
(1)
"E" is our stockholders' equity at the end of the fiscal quarter
immediately preceding the date on which a price determination is to
occur, adjusted to reflect the value of publicly traded equity
securities classified as investments in marketable securities, as well
as the profit or loss impact, if any, on stockholders' equity arising
from investment activities, non-recurring gains or losses on sales of
business units, subsidiary common stock, or similar transactions
closed, as of the valuation date.
(2)
"W1" is the number of outstanding common shares and common share
equivalents at the end of the fiscal quarter immediately preceding the
date on which a price determination is to occur.
(3)
"P" is our operating income for the four fiscal quarters
immediately preceding the price determination, net of taxes, excluding
investment activities, losses on impaired intangible assets,
non-recurring gains or losses on sales of business units, subsidiary
common stock and similar items, and including our equity in the income
or loss of unconsolidated affiliates and the minority interest in
income or loss of consolidated subsidiaries. The aggregate amount of
these items on a pre-tax basis is disclosed as "segment operating
income" in our consolidated quarterly and annual financial statements
filed with the SEC. The operations of our INTESA joint venture have
been classified as discontinued operations as of January 31, 2003 and
are no longer reflected in operating income. Beginning with the April
11, 2003 stock price determination, the "P" variable of the formula no
longer includes the operations of INTESA.
(4)
"W" is the weighted average number of outstanding common shares
and common share equivalents for the four fiscal quarters immediately
preceding the price determination, as used by us in computing diluted
earnings per share.
(5)
Value shown represents the percentage change in the price per
share of Class A common stock from the prior valuation.
Thanks for reading this far...