PAE (PAE) 10-K 11 Mar 20 2019 FY Annual report Financial data

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.&lt;table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0">&lt;tr>&lt;td>&lt;/td>&lt;/tr>&lt;/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