Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 01, 2020 | Jun. 28, 2019 | |
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-38643 | ||
Entity Registrant Name | PAE Inc | ||
Entity Central Index Key | 0001720821 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 402 | ||
Entity Common Stock, Shares Outstanding | 92,040,654 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-3173473 | ||
Entity Address, Address Line One | 7799 Leesburg Pike | ||
Entity Address, City or Town | Suite 300 North Falls Church | ||
Entity Address, State or Province | VA | ||
Entity Address, Postal Zip Code | 22043 | ||
Local Phone Number | 717-6000 | ||
City Area Code | 703 | ||
Common Class A [Member] | |||
Trading Symbol | PAE | ||
Title of 12(b) Security | Class A common stock | ||
Security Exchange Name | NASDAQ | ||
Warrants [Member] | |||
Trading Symbol | PAEWW | ||
Title of 12(b) Security | Warrants | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 244,960 | $ 856,182 |
Prepaid assets | 84,548 | 206,849 |
Total current assets | 329,508 | 1,063,031 |
Deferred tax asset | 42,135 | |
Investments and cash held in Trust Account | 408,585,719 | 402,605,952 |
Total assets | 408,957,362 | 403,668,983 |
Current liabilities: | ||
Accrued expenses | 3,681,060 | 25,658 |
State franchise tax accrual | 40,000 | 200,050 |
Income tax payable | 796,313 | 461,662 |
Total current liabilities | 4,517,373 | 687,370 |
Deferred underwriting compensation | 14,000,000 | 14,000,000 |
Total liabilities | 18,517,373 | 14,687,370 |
Commitments and Contingencies: | ||
Class A subject to possible redemption, 38,543,998 and 38,398,161 shares at December 31, 2019 and December 31, 2018, respectively (at redemption value of $10 per share) | 385,439,980 | 383,981,610 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | 0 | 0 |
Additional paid-in-capital | 1,827,442 | 3,285,798 |
Retained earnings | 3,171,421 | 1,713,045 |
Total stockholders' equity | 5,000,009 | 5,000,003 |
Total liabilities and stockholders' equity | 408,957,362 | 403,668,983 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock value | 146 | 160 |
Total stockholders' equity | 146 | 160 |
Class F Common Stock | ||
Stockholders' equity: | ||
Common stock value | 1,000 | 1,000 |
Total stockholders' equity | $ 1,000 | $ 1,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Shares subject to possible redemption, issued | 38,543,998 | 38,398,161 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Redemption value per share | $ 10 | $ 10 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized | 220,000,000 | |
Class A Common Stock | ||
Shares subject to possible redemption, issued | 38,543,998 | 38,398,161 |
Redemption value per share | $ 10 | |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 1,456,002 | 1,601,839 |
Common stock, shares outstanding | 1,456,002 | 1,601,839 |
Class F Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 10,000,000 | 10,000,000 |
Common stock, shares outstanding | 10,000,000 | 10,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Professional fees and other expenses | $ (5,277,801) | $ (210,619) | $ (23,076) |
State franchise taxes, other than income tax | (200,000) | (200,050) | (608) |
Loss from operations | (5,477,801) | (410,669) | (23,684) |
Other income - interest income | 8,488,158 | 2,609,060 | |
Net income/(loss) before income taxes | 3,010,357 | 2,198,391 | (23,684) |
Provision for income tax | (1,551,981) | (461,662) | |
Net income/(loss) attributable to common shares | 1,458,376 | 1,736,729 | (23,684) |
Class A Common Stock | |||
Net income/(loss) attributable to common shares | $ 2,861,626 | $ 2,140,135 | |
Net income/(loss) per ordinary share: | |||
Basic and diluted | $ 0.07 | $ 0.21 | |
Class F Common Stock | |||
Net income/(loss) attributable to common shares | $ (1,403,250) | $ (403,406) | $ (23,684) |
Net income/(loss) per ordinary share: | |||
Basic and diluted | $ (0.14) | $ (0.05) | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Class A Ordinary Shares | Class F Common Stock | Additional Paid-In Capital | Accumulated Deficit/Retained Earnings |
Beginning Balance at Oct. 22, 2017 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Beginning Balance (in shares) at Oct. 22, 2017 | 0 | 0 | |||
Proceeds from sale of Class F common stock to sponsor and initial public offering of units | 25,000 | $ 0 | $ 1,078 | 23,922 | 0 |
Proceeds from sale of Class F common stock to sponsor and initial public offering of units (in shares) | 0 | 10,781,250 | |||
Net income (loss) | (23,684) | (23,684) | |||
Ending Balance at Dec. 31, 2017 | 1,316 | $ 0 | $ 1,078 | 23,922 | (23,684) |
Ending Balance (in shares) at Dec. 31, 2017 | 0 | 10,781,250 | |||
Forfeited Class F Common stock by Sponsor | $ (78) | 78 | |||
Forfeited Class F Common stock by Sponsor (in shares) | (781,250) | ||||
Proceeds from sale of Class F common stock to sponsor and initial public offering of units | 400,000,000 | $ 4,000 | 399,996,000 | ||
Proceeds from sale of Class F common stock to sponsor and initial public offering of units (in shares) | 40,000,000 | ||||
Sale of 6,666,666 Private Placement Warrants to Sponsor on January 19, 2017 at $1.50 per Private Placement Warrant | 10,000,000 | 10,000,000 | |||
Underwriter's discounts | (8,000,000) | (8,000,000) | |||
Offering costs charged to additional paid-in capital | (756,432) | (756,432) | |||
Deferred underwriting compensation | (14,000,000) | (14,000,000) | |||
Class A common stock subject to possible redemption; 38,368,855 shares at a redemption price of $10.00 | (383,981,610) | $ (3,840) | (383,977,770) | ||
Class A common stock subject to possible redemption; 38,368,855 shares at a redemption price of $10.00 (in shares) | (38,398,161) | ||||
Net income (loss) | 1,736,729 | $ 2,140,135 | $ (403,406) | 1,736,729 | |
Ending Balance at Dec. 31, 2018 | 5,000,003 | $ 160 | $ 1,000 | 3,285,798 | 1,713,045 |
Ending Balance (in shares) at Dec. 31, 2018 | 1,601,839 | 10,000,000 | |||
Change in proceeds subject to possible redemption to 38,543,998 shares at redemption value (in shares) | (145,837) | ||||
Change in proceeds subject to possible redemption to 38,543,998 shares at redemption value | (1,458,370) | $ (14) | (1,458,356) | ||
Net income (loss) | 1,458,376 | 2,861,626 | $ (1,403,250) | 1,458,376 | |
Ending Balance at Dec. 31, 2019 | $ 5,000,009 | $ 146 | $ 1,000 | $ 1,827,442 | $ 3,171,421 |
Ending Balance (in shares) at Dec. 31, 2019 | 1,456,002 | 10,000,000 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | Sep. 11, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Share price (in dollars per share) | $ 10 | ||
Number of warrants sold | 6,666,666 | ||
Warrants sold, price per warrant | $ 1.50 | ||
Shares subject to possible redemption, issued | 38,543,998 | 38,398,161 | |
Redemption value per share | $ 10 | $ 10 | |
Class A Ordinary Shares | |||
Shares subject to possible redemption, issued | 38,543,998 | 38,398,161 | |
Redemption value per share | $ 10 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net income/(loss) | $ 1,458,376 | $ 1,736,729 | $ (23,684) |
Changes in state franchise tax accrual | (160,050) | 199,442 | 608 |
Changes in prepaid assets | 122,301 | (206,849) | |
Changes in deferred offering costs | 153,198 | (153,198) | |
Changes in deferred income tax provision | (42,135) | ||
Changes in income taxes payable | 334,651 | 461,662 | |
Changes in accrued expenses, formation and offering costs | 3,655,402 | (85,353) | 111,011 |
Net cash provided by/(used in) operating activities | 5,368,545 | 2,258,829 | (65,263) |
Cash flows from investing activities: | |||
Cash deposited in Trust Account | (400,000,000) | ||
Interest reinvested in Trust Account | (5,979,767) | (2,605,952) | |
Net cash used in investing activities | (5,979,767) | (402,605,952) | |
Cash flows from financing activities: | |||
Proceeds from sale of Units in initial public offering | 400,000,000 | ||
Proceeds from sale of Private Placement Warrants to Sponsor | 10,000,000 | ||
Proceeds from notes and advances payable - related party | 150,000 | ||
Proceeds from sale of Class F common stock to Sponsor | 25,000 | ||
Repayment of notes and advances payable – related party | (150,000) | ||
Payment of underwriter's discounts and commissions | (8,000,000) | ||
Payment of accrued offering costs | (756,432) | ||
Net cash provided by financing activities | 401,093,568 | 175,000 | |
(Decrease) Increase in cash | (611,222) | 746,445 | 109,737 |
Cash at beginning of period | 856,182 | 109,737 | |
Cash at end of period | 244,960 | 856,182 | 109,737 |
Supplemental disclosure of non-cash financing activities: | |||
Deferred underwriting compensation | 14,000,000 | ||
Offering costs included in accrued expenses | $ 88,011 | ||
Cash paid for income and state franchise taxes | $ 1,579,515 | $ 608 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization and Business Operations Organization and General Gores Holdings III, Inc. (the “Company”) was incorporated in Delaware on October 23, 2017. The Company was formed for the purpose of effecting a merger, Capital Stock exchange, asset acquisition, stock purchase, reorganization or similar Business Combination with one or more businesses (the “Business Combination”). The Company had neither engaged in any operations nor generated any revenue prior to the completion of the Business Combination (as described below). The Company’s Sponsor is Gores Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”). As of December 31, 2019, the Company had not commenced any operations. All activity for the year ended December 31, 2019 relates to the Company’s formation and initial public offering (“Public Offering”) described below and efforts directed toward locating a suitable Business Combination. The Company completed the Public Offering on September 11, 2018 (the “IPO Closing Date”). The Company did not generate any operating revenues until after the completion of its Business Combination (as defined below). Subsequent to the Public Offering, the Company has generated non-operating PAE Business Combination On November 1, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, EAP Merger Sub, Inc., a direct, wholly-owned subsidiary of the Company (“First Merger Sub”), EAP Merger Sub II, LLC, a direct, wholly-owned subsidiary of the Company (“Second Merger Sub”), Shay Holding Corporation (“Shay”), the ultimate parent of Pacific Architects and Engineers, LLC (“PAE”), and Platinum Equity Advisors, LLC, in its capacity as the stockholder representative (the “Stockholder Representative”), which provides for, among other things, (i) the merger of First Merger Sub with and into Shay, with Shay continuing as the surviving corporation (the “First Merger”) and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of Shay with and into Second Merger Sub with Second Merger Sub continuing as the surviving company (the “Second Merger” and, together with the First Merger, the “Mergers” and, together with the other transactions contemplated by the Merger Agreement, the “PAE Business Combination”). The PAE Business Combination closed on February 10, 2020 (the “Closing”). As a result of the First Merger, the Company owns 100% of the outstanding common stock of Shay and each share of common stock of Shay was cancelled and converted into the right to receive a portion of the consideration payable in connection with the merger. As a result of the Second Merger, the Company owns 100% of the outstanding interests in the Second Merger Sub. As a result of the completion of the PAE Business Combination, the Company owns, directly or indirectly, 100 In connection with the Closing, the Company changed its name from Gores Holdings, III, Inc. to PAE Incorporated. For more information on the PAE Business Combination see Note 10 . For accounting purposes, the PAE Business Combination will be accounted for as a reverse acquisition and recapitalization in which Shay is considered the accounting acquirer (legal acquiree) and the Company is considered the accounting acquiree (and legal acquir e The PAE Business Combination is a subsequent event which occurred after the periods for which these consolidated financial statements are presented. However, an annual report on Form 10-K, . and its s ubsidiaries , 10-Q 10-K Pursuant to the terms of the Merger Agreement, the aggregate merger consideration paid for the PAE Business Combination was approximately $1.4 billion. The consideration paid to the Shay Stockholders consisted of a combination of cash and stock consideration. The aggregate cash consideration paid to the Shay Stockholders at the Closing was approximately $417 million, consisting of (a) approximately $408 million of cash available to the Company from the Trust Account, after giving effect to income and franchise taxes payable in respect of interest income earned in the Trust Account and redemptions that were elected by the Company’s public stockholders, plus (b) all of the Company’s other cash and cash equivalents, plus (c) gross proceeds of approximately $220.0 million from the Company’s Private Placement (as defined below), less (d) certain transaction fees and expenses, including the payment of deferred underwriting commissions agreed to at the time of the Public Offering, less (e) certain payments to participants in the Pacific Architects and Engineers Incorporated 2016 Participation Plan, less (f) approximately $138 million used to repay a portion of the indebtedness of Shay immediately prior to the Closing, less (g) approximately $33 million of transaction fees and expenses of Shay. The remainder of the consideration paid to the Shay Stockholders consisted of 21,127,823 newly issued shares of Class A Stock (the “Stock Consideration”). In order to facilitate the PAE Business Combination, the Sponsor agreed to the cancellation of approximately 3,000,000 shares of the Company’s Class F common stock held by it, 1,086,956 shares of which were cancelled and reissued as Class A Stock on a one-for-one one-for-one In addition to the foregoing consideration paid at the Closing, Shay Stockholders will be entitled to receive additional earn-out On November 1, 2019, the Company entered into subscription agreements with certain investors, pursuant to which the investors agreed to purchase, at Closing, in the aggregate 23,913,044 shares of Class A common stock in a private placement for $9.20 per share (the “Private Placement”). On the Februar y 10, 2020 Closing , the Financing Upon the September 11, 2018 closing of the Public Offering and the sale of the Private Placement Warrants, an aggregate of $400,000,000 was placed in a Trust Account with Continental Stock Transfer & Trust Company (the “Trust Account”) acting as trustee. Trust Account Prior to the PAE Business Combination, funds held in the Trust Account could be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule 2a 7 under the Investment Company Act of 1940, as amended, that invest only in direct U.S. government obligations. As of December 31, 2019, the Trust Account consisted of cash and treasury bills. As of December 31, 2019, the Company’s amended and restated certificate of incorporation provided that, other than the withdrawal of interest to fund regulatory compliance requirements and other costs related thereto (a “Regulatory Withdrawal”), subject to an annual limit of $750,000 for a maximum 24 months and/or additional amounts necessary to pay franchise and income taxes, if any, none of the funds held in trust would be released until the earliest of: (i) the completion of the Business Combination; or (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company did not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company was unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules. Business Combination The Company’s management had broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering were intended to be generally applied toward consummating a Business Combination. The Business Combination was required to be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions (the “Deferred Discount”) and taxes payable on interest income earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. The Company, after signing a definitive agreement for a Business Combination, was required to either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest income but less taxes payable. On February 7, 2020, the Company held a special meeting of the Company’s stockholders ( the As a result of the foregoing redemption provisions, the public shares of common stock subject to redemption are recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “ Distinguishing Liabilities from Equity The Company had 24 months from the IPO Closing Date to complete its Business Combination. If the Company did not complete a Business Combination within this period of time, it was required to (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest income, but less taxes payable (less up to $100,000 of such net interest income to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares of common stock, they were entitled to a pro rata share of the Trust Account in the event the Company did not complete a Business Combination within the required time period. In the event of such distribution, it was possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) would be less than the initial public offering price per Unit in the Public Offering. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC, and reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position as of December 31, 2019 and 2018 and the results of operations and cash flows for the periods presented. Unless otherwise stated, the consolidated financial statements and notes to the consolidated financial statements presented herein relate to Gores Holdings III, Inc. and its subsidiaries (legal acquirer) and not to Shay and its subsidiaries (legal acquiree). Net Income/(Loss) Per Common Share As of December 31, 2019, the Company had two classes of shares, which are referred to as Class A common stock (the “Common Stock”) and Class F common stock (the “Founder Shares”). Net income/(loss) per common share is computed utilizing the two-class two-class For the period from October 23, 2017 Year Ended December 31, 2019 Year Ended December 31, 2018 (inception) to December 31, 2017 Class A Class F Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ 2,861,626 $ (1,403,250 ) $ 2,140,135 $ (403,406 ) $ — $ (23,684 ) Denominator: Weighted-average shares outstanding 40,000,000 10,000,000 10,300,000 8,919,047 — 10,781,250 Basic and diluted net income/(loss) per share $ 0.07 $ (0.14 ) $ 0.21 $ (0.05 ) $ — $ (0.00 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “ Fair Value Measurements and Disclosures Offering Costs Prior to the IPO Closing Date, the Company complied with the requirements of the ASC 340-10-S99-1 Expenses of Offering Redeemable Common Stock As discussed in Note 3, all of the 40,000,000 shares of Common Stock sold as part of the Units in the Public Offering contained a redemption feature which allowed for the redemption of such public shares in connection with the Company’s liquidation, if there was a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, as of December 31, 2019 and 2018, its amended and restated certificate of incorporation provided that the Company would not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognized changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital. Accordingly, as of December 31, 2019, 38,543,998 of the 40,000,000 public shares are classified outside of permanent equity at their redemption value. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertainty in income taxes by recognizing the tax benefit from an uncertain tax position only if it is more than likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits recognized in the consolidated financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, the Company is required to make many subjective assumptions and judgments regarding income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to the Company’s subjective assumptions and judgments, which can materially affect amounts recognized in the consolidated balance sheets and consolidated statements of operations. The Company recognizes interest and penalties related to uncertain tax positions in other income (expense). No penalties or interest were recorded during the years ended December 31, 2019 or 2018 or for the period from October 23, 2017 (inception) to December 31, 2017. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. As of the balance sheet dates, and periodically throughout the year, the Company has maintained balances in various operating accounts in excess of federally insured limits. Investments and Cash Held in Trust Account As of December 31, 2019, the Company had $408,585,719 in the Trust Account which could be utilized for Business Combinations. As of December 31, 2019, the Trust Account consisted of both cash and treasury bills. As of December 31, 2019, the Company’s amended and restated certificate of incorporation provided that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust would be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company did not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company was unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules. Recently issued accounting pronouncements not yet adopted In June 2016, the FASB issued ASU No. 2016-13, |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2019 | |
Public Offering [Abstract] | |
Public Offering | 3. Public Offering Public Units On September 11, 2018, the Company sold 40,000,000 units at a price of $10.00 per Unit, including 2,500,000 Units as a result of the underwriter’s partial exercise of their over-allotment option, generating gross proceeds of $400,000,000. Each Unit consists of one share of the Company’s Common Stock, $0.0001 par value, and one one-third 24-month On February 14, 2020, the Company filed a registration statement on Form S-3 30-trading-day |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On November 3, 2017, the Sponsor purchased 10,781,250 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.002 per share. Subsequently, the Sponsor transferred an aggregate of 75,000 Founder Shares to the Company’s independent directors (together with the Sponsor, the “Initial Stockholders”). On October 22, 2018, the Sponsor forfeited 781,250 Founder Shares following the expiration of the unexercised portion of underwriter’s over-allotment option, so that the Founder Shares held by the Initial Stockholders would represent 20.0% of the outstanding shares of common stock following completion of the Public Offering. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares automatically converted into shares of Common Stock at the time of the Business Combination on a one-for-one Private Placement Warrants The Sponsor purchased from the Company an aggregate of 6,666,666 warrants at a price of $1.50 per warrant (a purchase price of $10,000,000) in a private placement that occurred simultaneously with the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Common Stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering, except that the Private Placement Warrants may be physical (cash) or net share (cashless) settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees. Registration Rights The holders of Founder Shares, Private Placement Warrants and Warrants issued upon conversion of working capital loans, if any, have registration rights (in the case of the Founder Shares, only after conversion of such shares to common shares) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders named therein on September 6, 2018, as amended and restated on the Closing in connection with the terms of the Merger Agreement. The holders will have certain demand and “piggy back” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan On November 3, 2017, the Sponsor loaned the Company an aggregate of $150,000 by the issuance of an unsecured promissory note for $150,000 to cover expenses related to the Public Offering, and on August 30, 2018, the Sponsor loaned the Company an additional $150,000 by the issuance of a second unsecured promissory note for $150,000 to cover expenses related to the Public Offering. These Notes were non-interest Administrative Services Agreement The Company entered into an administrative services agreement on September 6, 2018, pursuant to which it agreed to pay to an affiliate of the Sponsor $20,000 a month for office space, utilities, and secretarial support. Services commenced on the date the securities were first listed on the NASDAQ Capital Market. Pursuant to the agreement, the services terminated upon the consummation of the PAE Business Combination. |
Deferred Underwriting Compensat
Deferred Underwriting Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Underwriting Compensation [Abstract] | |
Deferred Underwriting Compensation | 5. Deferred Underwriting Compensation The Company paid a deferred underwriting discount totaling $14,000,000 or 3.50% of the gross offering proceeds of the Public Offering, to the underwriter on Februar y 10, 2020 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes Effective Tax Rate Reconciliation A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided for the years ended December 31, 2019 and 2018 and for the period from October 23, 2017 (inception) to December 23, 2017 is as follows: For the period from Year Ended Year Ended October 23, 2017 December 31, December 31, (inception) to 2019 2018 December 31, 2017 Income tax expense at the federal statutory rate $ 632,301 $ 461,662 $ (4,846 ) Non-deductib le transaction expenses 924,126 — — State income taxes - net of federal income tax benefits (38,884 ) (14,907 ) (844 ) Other reconciling differences 400 — — Change in valuation allowance 34,038 14,907 5,690 Total income tax expense $ 1,551,981 $ 461,662 $ — Current/Deferred Taxes The provision for income taxes consisted of the following for the years ended December 31, 2019 and 2018 and for the period from October 23, 2017 (inception) to December 23, 2017: For the period from Year Ended Year Ended October 23, 2017 December 31, December 31, (inception) to 2019 2018 December 31, 2017 Current income tax expense Federal $ 1,599,090 $ 461,662 $ — State — — — Total current income tax expense $ 1,599,090 $ 461,662 $ — Deferred income tax expense Federal $ (47,109 ) $ — $ — State — — — Total deferred income tax expense $ (47,109 ) $ — $ — Provision for income taxes $ 1,551,981 $ 461,662 $ — Deferred Tax Assets and Liabilities Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows: Year Ended Year Ended December 31, December 31, 2019 2018 Deferred Tax Assets (Liabilities): Accrued expenses $ 49.474 $ — Tax Attribute Carryovers 47,296 20,597 Total Deferred Tax Assets 96,770 20,597 Valuation Allowance (54,635 ) (20,597 ) Net Deferred Tax Asset $ 42,135 $ — On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. The Act contains reform to the corporate tax law including reducing the corporate tax rate to 21%, eliminating the 2-year |
Investments and Cash Held in Tr
Investments and Cash Held in Trust | 12 Months Ended |
Dec. 31, 2019 | |
Investments And Cash Held In Trust [Abstract] | |
Investments And Cash Held In Trust | 7. Investments and cash held in Trust As of December 31, 2019, investment securities in the Company’s Trust Account consist of $408,585,719 in United States Treasury Bills and $0 in cash. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 8. Fair Value Measurements The Company complies with FASB ASC 820, Fair Value Measurements re-measured non-financial re-measured The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Significant Significant Other Other Quoted Prices in Observable Unobservable December 31, Active Markets Inputs Inputs Description 2019 (Level 1) (Level 2) (Level 3) Investments and cash held in Trust Account $ 408,585,719 $ 408,585,719 $ — $ — Total $ 408,585,719 $ 408,585,719 $ — $ — |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity Common Stock As of December 31, 2019, the Company was authorized to issue 220,000,000 shares of common stock, consisting of 200,000,000 shares of Class A Common Stock, par value $0.0001 per share and 20,000,000 of Class F Common Stock, par value $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock and vote together as a single class. At December 31, 2019, there were 40,000,000 shares of Class A common stock (inclusive of the 38,543,998 shares subject to redemption) and 10,000,000 shares of Class F Common Stock issued and outstanding. Preferred Stock As of December 31, 2019, the Company was authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At December 31, 2019, there were no shares of preferred stock issued and outstanding. PAE Business Combination In connection with the PAE Business Combination, the Company amended and restated its certificate of incorporation on February 10, 2020. Pursuant to the terms of the amended and restated certificate of incorporation, the Company has authorized 211,000,000 shares of capital stock, par value of $0.0001 per share, consisting of (a) 210,000,000 shares of common stock, all of which are Class A Stock, and (b) 1,000,000 shares of preferred stock. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events (unaudited) PAE Business Combination As described in Note 1, the Company completed the PAE Business Combination on February 10, 2020, following stockholder approval. The following unaudited pro forma results of operations and earnings per share for the years ended December 31, 2019 and 2018 assume the PAE Business Combination was completed on January 1 , 2018 Year Ended Year Ended December 31, December 31, 2019 2018 Revenue $ 2,763,334 $ 2,607,622 Income from operations 74,682 80,540 Net income before income taxes 6,231 12,917 Net (loss) income (795 ) 4,596 (Loss) Earnings per share – basic and diluted $ (0.01 ) $ 0.02 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC, and reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position as of December 31, 2019 and 2018 and the results of operations and cash flows for the periods presented. Unless otherwise stated, the consolidated financial statements and notes to the consolidated financial statements presented herein relate to Gores Holdings III, Inc. and its subsidiaries (legal acquirer) and not to Shay and its subsidiaries (legal acquiree). |
Net Income/(Loss) Per Common Share | Net Income/(Loss) Per Common Share As of December 31, 2019, the Company had two classes of shares, which are referred to as Class A common stock (the “Common Stock”) and Class F common stock (the “Founder Shares”). Net income/(loss) per common share is computed utilizing the two-class two-class For the period from October 23, 2017 Year Ended December 31, 2019 Year Ended December 31, 2018 (inception) to December 31, 2017 Class A Class F Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ 2,861,626 $ (1,403,250 ) $ 2,140,135 $ (403,406 ) $ — $ (23,684 ) Denominator: Weighted-average shares outstanding 40,000,000 10,000,000 10,300,000 8,919,047 — 10,781,250 Basic and diluted net income/(loss) per share $ 0.07 $ (0.14 ) $ 0.21 $ (0.05 ) $ — $ (0.00 ) |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution as well as the Trust Account, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “ Fair Value Measurements and Disclosures |
Offering Costs | Offering Costs Prior to the IPO Closing Date, the Company complied with the requirements of the ASC 340-10-S99-1 Expenses of Offering |
Redeemable Common Stock | Redeemable Common Stock As discussed in Note 3, all of the 40,000,000 shares of Common Stock sold as part of the Units in the Public Offering contained a redemption feature which allowed for the redemption of such public shares in connection with the Company’s liquidation, if there was a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, as of December 31, 2019 and 2018, its amended and restated certificate of incorporation provided that the Company would not redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company recognized changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid in capital. Accordingly, as of December 31, 2019, 38,543,998 of the 40,000,000 public shares are classified outside of permanent equity at their redemption value. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company accounts for uncertainty in income taxes by recognizing the tax benefit from an uncertain tax position only if it is more than likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits recognized in the consolidated financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, the Company is required to make many subjective assumptions and judgments regarding income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to the Company’s subjective assumptions and judgments, which can materially affect amounts recognized in the consolidated balance sheets and consolidated statements of operations. The Company recognizes interest and penalties related to uncertain tax positions in other income (expense). No penalties or interest were recorded during the years ended December 31, 2019 or 2018 or for the period from October 23, 2017 (inception) to December 31, 2017. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. As of the balance sheet dates, and periodically throughout the year, the Company has maintained balances in various operating accounts in excess of federally insured limits. |
Investments and Cash Held in Trust Account | Investments and Cash Held in Trust Account As of December 31, 2019, the Company had $408,585,719 in the Trust Account which could be utilized for Business Combinations. As of December 31, 2019, the Trust Account consisted of both cash and treasury bills. As of December 31, 2019, the Company’s amended and restated certificate of incorporation provided that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust would be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company did not complete the Business Combination within 24 months from the IPO Closing Date; or (iii) the redemption of 100% of the public shares of common stock if the Company was unable to complete a Business Combination within 24 months from the IPO Closing Date, subject to the requirements of law and stock exchange rules. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently issued accounting pronouncements not yet adopted In June 2016, the FASB issued ASU No. 2016-13, |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Numerator and Denominator used to Compute Basic and Diluted Net Income/(loss) Per Share | For the period from October 23, 2017 Year Ended December 31, 2019 Year Ended December 31, 2018 (inception) to December 31, 2017 Class A Class F Class A Class F Class A Class F Basic and diluted net income/(loss) per share: Numerator: Allocation of net income/(loss) $ 2,861,626 $ (1,403,250 ) $ 2,140,135 $ (403,406 ) $ — $ (23,684 ) Denominator: Weighted-average shares outstanding 40,000,000 10,000,000 10,300,000 8,919,047 — 10,781,250 Basic and diluted net income/(loss) per share $ 0.07 $ (0.14 ) $ 0.21 $ (0.05 ) $ — $ (0.00 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of Effective Income Tax Rate Reconciliation | Effective Tax Rate Reconciliation A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided for the years ended December 31, 2019 and 2018 and for the period from October 23, 2017 (inception) to December 23, 2017 is as follows: For the period from Year Ended Year Ended October 23, 2017 December 31, December 31, (inception) to 2019 2018 December 31, 2017 Income tax expense at the federal statutory rate $ 632,301 $ 461,662 $ (4,846 ) Non-deductib le transaction expenses 924,126 — — State income taxes - net of federal income tax benefits (38,884 ) (14,907 ) (844 ) Other reconciling differences 400 — — Change in valuation allowance 34,038 14,907 5,690 Total income tax expense $ 1,551,981 $ 461,662 $ — |
Components of Provision for Income Taxes | The provision for income taxes consisted of the following for the years ended December 31, 2019 and 2018 and for the period from October 23, 2017 (inception) to December 23, 2017: For the period from Year Ended Year Ended October 23, 2017 December 31, December 31, (inception) to 2019 2018 December 31, 2017 Current income tax expense Federal $ 1,599,090 $ 461,662 $ — State — — — Total current income tax expense $ 1,599,090 $ 461,662 $ — Deferred income tax expense Federal $ (47,109 ) $ — $ — State — — — Total deferred income tax expense $ (47,109 ) $ — $ — Provision for income taxes $ 1,551,981 $ 461,662 $ — |
Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows: Year Ended Year Ended December 31, December 31, 2019 2018 Deferred Tax Assets (Liabilities): Accrued expenses $ 49.474 $ — Tax Attribute Carryovers 47,296 20,597 Total Deferred Tax Assets 96,770 20,597 Valuation Allowance (54,635 ) (20,597 ) Net Deferred Tax Asset $ 42,135 $ — |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Significant Significant Other Other Quoted Prices in Observable Unobservable December 31, Active Markets Inputs Inputs Description 2019 (Level 1) (Level 2) (Level 3) Investments and cash held in Trust Account $ 408,585,719 $ 408,585,719 $ — $ — Total $ 408,585,719 $ 408,585,719 $ — $ — |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Acquisition, Pro Forma Information [Abstract] | |
Subsequent Events | The pro forma results include adjustments to reflect the removal of transaction-related costs, interest earned on proceeds deposited in the Trust Account and the reduction in interest expenses due to debt paydown. Year Ended Year Ended December 31, December 31, 2019 2018 Revenue $ 2,763,334 $ 2,607,622 Income from operations 74,682 80,540 Net income before income taxes 6,231 12,917 Net (loss) income (795 ) 4,596 (Loss) Earnings per share – basic and diluted $ (0.01 ) $ 0.02 |
Organization and Business Ope_2
Organization and Business Operations - Additional Information (Details) - USD ($) | Feb. 10, 2020 | Feb. 07, 2020 | Nov. 01, 2019 | Dec. 31, 2019 | Sep. 11, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
SharePrice | $ 10 | ||||
Regulatory withdrawal of interest from trust account, annual limit | $ 750,000 | ||||
Regulatory withdrawal of interest from trust account, maximum period | 24 months | ||||
Dissolution expenses, maximum allowed | $ 100,000 | ||||
Maximum | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Regulatory withdrawal of interest from trust account, maximum period | 24 months | ||||
Number of months to complete business combination | 24 months | ||||
Minimum | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Percentage of fair market value | 80.00% | ||||
Proposed PAE Business Combination [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Maximum additional earn-out payments to be paid | 400,000,000 | ||||
Subsequent Event | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Proceed from private placement gross | $ 220,000,000 | ||||
Stockholder vote | <tr><td></td></tr></table>" id="sjs-C20">The actual redemptions of common stock by Company stockholders in conjunction with the stockholder vote was 213 shares.<table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> | ||||
Subsequent Event | Private Placement | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Business combination number of shares issued | 23,913,044 | ||||
SharePrice | $ 9.20 | ||||
Subsequent Event | Shay Holding Corporation | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Aggregate merger consideration | $ 1,400,000,000 | ||||
Payments to acquired business | 417,000,000 | ||||
Consideration payable including assumed indebtedness | 138,000,000 | ||||
Payments to acquire business through cash held in trust | 408,000,000 | ||||
Proceed from private placement gross | 220,000,000 | ||||
Business combination expenses | $ 33,000,000 | ||||
Discount price | $ 9.20 | ||||
Subsequent Event | Shay Holding Corporation | Additional Stock Consideration [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Shares subject to cancellation in business combination | 1,086,956 | ||||
Shares subject to cancellation in private placement | 1,913,044 | ||||
Subsequent Event | Shay Holding Corporation | Common Class A [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Business combination number of shares issued | 21,127,823 | ||||
Subsequent Event | Shay Holding Corporation | Common Class F [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Shares subject to cancellation in business combination | 3,000,000 | ||||
Subsequent Event | EAP Merger Sub Inc [Member] | Shay Holding Corporation | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Percentage of outstanding common stock to be owned | 100.00% | ||||
Subsequent Event | EAP Merger Sub II LLC [Member] | Shay Holding Corporation | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Percentage of outstanding common stock to be owned | 100.00% | ||||
Common stock par value | $ 0.0001 |
Significant Accounting Polici_4
Significant Accounting Policies - Summary of Numerator and Denominator used to Complute Basic and Dulited Net Income/(loss) Per Share (Details) - USD ($) | 2 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | ||||
Allocation of net income/(loss) | $ (23,684) | $ 1,458,376 | $ 1,736,729 | $ (23,684) |
Class A Common Stock | ||||
Numerator: | ||||
Allocation of net income/(loss) | $ 2,861,626 | $ 2,140,135 | ||
Denominator: | ||||
Weighted-average shares outstanding | 40,000,000 | 10,300,000 | ||
Basic and diluted net income/(loss) per share | $ 0.07 | $ 0.21 | ||
Class F Common Stock | ||||
Numerator: | ||||
Allocation of net income/(loss) | $ (1,403,250) | $ (403,406) | $ (23,684) | |
Denominator: | ||||
Weighted-average shares outstanding | 10,000,000 | 8,919,047 | 10,781,250 | |
Basic and diluted net income/(loss) per share | $ (0.14) | $ (0.05) | $ 0 |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Details) - USD ($) | Feb. 10, 2020 | Sep. 11, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Significant Accounting Policies [Line Items] | |||||
Cash balance, federal depository insurance coverage | $ 250,000 | ||||
Shares subject to possible redemption, issued | 38,543,998 | 38,398,161 | |||
Tax benefit likelihood percentage, description | greater than 50% | ||||
Accrued interest and penalties related to unrecognized tax liabilities | $ 0 | $ 0 | |||
Investments and cash held in Trust Account | $ 408,585,719 | $ 402,605,952 | |||
Redemption percentage for release of Trust Account funds | 100.00% | ||||
Redemption percentage if business combination is not completed | 100.00% | ||||
Regulatory withdrawal of interest from trust account, maximum period | 24 months | ||||
Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Number of months to complete business combination | 24 months | ||||
Regulatory withdrawal of interest from trust account, maximum period | 24 months | ||||
Class A Common Stock | |||||
Significant Accounting Policies [Line Items] | |||||
Sale of common stock (in shares) | 0 | 40,000,000 | |||
Shares subject to possible redemption, issued | 38,543,998 | 38,398,161 | |||
IPO | |||||
Significant Accounting Policies [Line Items] | |||||
Offering costs including underwriter's fees | $ 22,756,432 | ||||
IPO | Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Threshold net tangible assets | $ 5,000,001 | ||||
IPO | Class A Common Stock | |||||
Significant Accounting Policies [Line Items] | |||||
Sale of common stock (in shares) | 40,000,000 |
Public Offering - Additional In
Public Offering - Additional Information (Details) - USD ($) | Sep. 11, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 14, 2020 | Feb. 10, 2020 |
Class Of Stock [Line Items] | |||||
Number of shares called by warrants | 6,666,666 | ||||
Units sold | 40,000,000 | ||||
Share price (in dollars per share) | $ 10 | ||||
Proceeds from sale of Units in initial public offering | $ 400,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Upfront underwriting discount | $ (8,000,000) | ||||
Percentage of deferred underwriting discount | 3.50% | ||||
Deferred underwriting discount | $ 14,000,000 | ||||
IPO | |||||
Class Of Stock [Line Items] | |||||
Proceeds from sale of Units in initial public offering | $ 400,000,000 | ||||
Upfront underwriting discount (as a percent) | 2.00% | ||||
Upfront underwriting discount | $ 8,000,000 | ||||
Percentage of deferred underwriting discount | 3.50% | ||||
Over-Allotment Option | |||||
Class Of Stock [Line Items] | |||||
Units sold | 2,500,000 | ||||
Warrant | |||||
Class Of Stock [Line Items] | |||||
Number of shares that contribute each unit | 0.33 | ||||
Warrant exercisable term if business combination is completed | 30 days | ||||
Warrant exercisable term from the closing of public offer | 12 days | ||||
Warrant expiration term | 5 years | ||||
Number of months to complete business combination | 24 days | ||||
Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Number of shares that contribute each unit | 1 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Warrants exercise price (in dollars per share) | $ 11.50 | ||||
Subsequent Event | |||||
Class Of Stock [Line Items] | |||||
Redemption price per warrant | $ 0.01 | ||||
Share price threshold price | $ 18 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||
Subsequent Event | Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Number of shares called by warrants | 13,333,333 | ||||
Subsequent Event | Private Placement Warrant | Class A Common Stock | |||||
Class Of Stock [Line Items] | |||||
Number of shares called by warrants | 6,666,666 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Oct. 22, 2018shares | Sep. 11, 2018$ / sharesshares | Aug. 30, 2018USD ($) | Nov. 03, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares |
Related Party Transaction [Line Items] | |||||||
Sale of common stock, value | $ | $ 25,000 | $ 400,000,000 | |||||
Share price (in dollars per share) | $ / shares | $ 10 | ||||||
Number of warrants sold | 6,666,666 | ||||||
Warrants sold, price per warrant | $ / shares | $ 1.50 | ||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ | $ 10,000,000 | ||||||
Class F Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Sale of common stock (in shares) | 10,781,250 | ||||||
Sale of common stock, value | $ | $ 1,078 | ||||||
Number of shares forfeited | 781,250 | ||||||
Class A Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Sale of common stock (in shares) | 0 | 40,000,000 | |||||
Sale of common stock, value | $ | $ 0 | $ 4,000 | |||||
Number of shares warrant may be converted | 1 | ||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||||
Founder Shares | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding shares of common stock held by the initial stockholders (as a percent) | 20.00% | ||||||
Founder Shares | Class A Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Conversion ratio | 1 | ||||||
Private Placement Warrants | Class A Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares warrant may be converted | 1 | ||||||
Warrants exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||||
Sponsor Loan | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from Promissory Note to related party | $ | $ 150,000 | $ 150,000 | |||||
Expenses related to public offering | $ | $ 150,000 | $ 150,000 | |||||
Sponsor | Founder Shares | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares forfeited | 781,250 | ||||||
Sponsor | Founder Shares | Class F Common Stock | |||||||
Related Party Transaction [Line Items] | |||||||
Sale of common stock (in shares) | 10,781,250 | ||||||
Sale of common stock, value | $ | $ 25,000 | ||||||
Share price (in dollars per share) | $ / shares | $ 0.002 | ||||||
Sponsor | Private Placement Warrants | |||||||
Related Party Transaction [Line Items] | |||||||
Number of warrants sold | 6,666,666 | ||||||
Warrants sold, price per warrant | $ / shares | $ 1.50 | ||||||
Proceeds from sale of Private Placement Warrants to Sponsor | $ | $ 10,000,000 | ||||||
Sponsor | Administrative Service Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Monthly charge for administrative services | $ | $ 20,000 | ||||||
Director | Founder Shares | |||||||
Related Party Transaction [Line Items] | |||||||
Number of shares transferred | 75,000 |
Deferred Underwriting Compens_2
Deferred Underwriting Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred Underwriting Compensation [Abstract] | ||
Deferred underwriting compensation | $ 14,000,000 | $ 14,000,000 |
Percentage of deferred underwriting discount | 3.50% | |
Deferred underwriting discount if business combination not completed | $ 0 |
Income Taxes - Summary of Effec
Income Taxes - Summary of Effective Income Tax Rate Reconciliation (Details) - USD ($) | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense at the federal statutory rate | $ (4,846) | $ 632,301 | $ 461,662 |
Non-deductible transaction expenses | 924,126 | ||
State income taxes - net of federal income tax benefits | (844) | (38,884) | (14,907) |
Other reconciling differences | 400 | ||
Change in valuation allowance | $ 5,690 | 34,038 | 14,907 |
Total income tax expense | $ 1,551,981 | $ 461,662 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current income tax expense | ||
Federal | $ 1,599,090 | $ 461,662 |
Total Current income tax expense | 1,599,090 | 461,662 |
Deferred income tax expense | ||
Federal | (47,109) | |
Total Deferred income tax expense | (47,109) | |
Provision for income taxes | $ 1,551,981 | $ 461,662 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Tax Assets (Liabilities): | ||
Accrued expenses | $ 49,474 | |
Tax Attribute Carryovers | 47,296 | $ 20,597 |
Total Deferred Tax Assets | 96,770 | 20,597 |
Valuation Allowance | (54,635) | $ (20,597) |
Net Deferred Tax Asset | $ 42,135 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Operating loss carryforwards, limitations on use | The Act contains reform to the corporate tax law including reducing the corporate tax rate to 21%, eliminating the 2-year carryback for net operating losses, and creating an indefinite carryforward period for the net operating losses limited to 80% of taxable income. |
Federal income tax rate | 21.00% |
Investments and Cash Held in _2
Investments and Cash Held in Trust - Additional Information (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule Of Investments [Line Items] | ||
Investments and cash held in Trust Account | $ 408,585,719 | $ 402,605,952 |
US Treasury Securities | ||
Schedule Of Investments [Line Items] | ||
Investments and cash held in Trust Account | 408,585,719 | |
Cash | ||
Schedule Of Investments [Line Items] | ||
Investments and cash held in Trust Account | $ 0 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Assets Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] | Dec. 31, 2019USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Investments and cash held in Trust Account | $ 408,585,719 |
Total | 408,585,719 |
Quoted Prices in Active Markets (Level 1) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Investments and cash held in Trust Account | 408,585,719 |
Total | $ 408,585,719 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | Feb. 10, 2020$ / sharesshares | Dec. 31, 2019Vote$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Class Of Stock [Line Items] | |||
Par Value Per Share | $ / shares | $ 0.0001 | ||
Common stock, shares authorized | 220,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Number of votes for each share | Vote | 1 | ||
Number of shares subject to possible redemption | 38,543,998 | 38,398,161 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Class A Common Stock | |||
Class Of Stock [Line Items] | |||
Par Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, inclusive of shares subject to redemption, number of shares issued and outstanding | 40,000,000 | ||
Number of shares subject to possible redemption | 38,543,998 | 38,398,161 | |
Common stock, shares issued | 1,456,002 | 1,601,839 | |
Common stock, shares outstanding | 1,456,002 | 1,601,839 | |
Class F Common Stock | |||
Class Of Stock [Line Items] | |||
Par Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 10,000,000 | 10,000,000 | |
Common stock, shares outstanding | 10,000,000 | 10,000,000 | |
Subsequent Event | |||
Class Of Stock [Line Items] | |||
Par Value Per Share | $ / shares | $ 0.0001 | ||
Capital stock units authorized | 211,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Subsequent Event | Class A Common Stock | |||
Class Of Stock [Line Items] | |||
Common stock, shares authorized | 210,000,000 | ||
Subsequent Event | Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) - PAE Business Combination - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Revenue | $ 2,763,334 | $ 2,607,622 |
Income from operations | 74,682 | 80,540 |
Net income before income taxes | 6,231 | 12,917 |
Net (loss) income | $ (795) | $ 4,596 |
(Loss) Earnings per share – basic and diluted | $ (0.01) | $ 0.02 |