Significant Accounting Principles and Policies | Significant Accounting Principles and Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for annual financial information. In management’s opinion, all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation have been included. The Company closes its books and records on the last Sunday of the calendar quarter to align its financial closing with its business process, which were on March 28, 2021 and March 29, 2020, respectively. The condensed consolidated financial statements and disclosures included herein are labeled based on that convention. This practice only affects interim periods, as the Company’s fiscal year ends on December 31. The condensed consolidated financial statements include the accounts of PAE Incorporated and subsidiaries and ventures in which the Company owns more than 50% or otherwise controls. All intercompany amounts have been eliminated in consolidation. Use of Estimates These consolidated financial statements are prepared in conformity with U.S. GAAP, which requires the use of estimates and assumptions, including assumptions to determine the fair value of acquired assets and liabilities, recoverability of long-lived assets, goodwill, valuation allowances on deferred taxes, inputs used in stock based compensation, inputs in the valuation of the warrants liability and anticipated contract costs and revenues utilized in the earnings recognition process, which affect the reported amounts in the consolidated financial statements and accompanying notes. Due to the size and nature of many of the Company’s programs, the estimation of total revenues and cost at completion is subject to a wide range of variables, including assumptions for timing and risks. Actual results may differ from management’s estimates and changes in these estimates are recorded when known. Restatement of Previously Issued Financial Statements As described on our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, filed with the SEC on May 7, 2021, the Company has restated its financial statements as of and for the year ended December 31, 2020 (“Form 10-K/A”), as well as the unaudited condensed financial statements for the three month period ended March 29, 2020, the three and six month periods ended June 28, 2020 and the three and nine month periods ended September 27, 2020. The decision to restate was reached after considering the SEC Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) issued on April 12, 2021 (the “Staff Statement”). The Staff Statement addressed certain accounting considerations for the accounting for warrants of SPACs. The Staff Statement referenced Accounting Standard Codification 815-40, Contracts in Entity’s Own Equity, which states that warrant instruments that do not meet certain criteria to be considered indexed to an entity’s own stock shall be initially classified as derivative liabilities at their estimated fair values. In periods subsequent to issuance, changes in the estimated fair value of the derivative instrument should be reported as gains or losses in the consolidated statement of operations. The restatement is the result of misapplication of the accounting guidance for warrants, which was identified by the Staff Statement. The impact of the restatement on the condensed consolidated balance sheets, statement of operations, statement of comprehensive income and statement of cash flows for the prior periods included in this Quarterly Report is presented below: Three Months Ended March 29, 2020 As filed Restatement adjustments As Restated Revenues $ 617,253 $ — $ 617,253 Cost of revenues 465,208 — $ 465,208 Selling, general and administrative expenses 137,326 — 137,326 Amortization of intangible assets 8,047 — 8,047 Total operating expenses 610,581 — 610,581 Program profit 6,672 — 6,672 Other operating income, net 785 — 785 Operating income 7,457 — 7,457 Interest expense, net (20,948) — (20,948) Other income, net — 30,112 30,112 Income (loss) before income taxes (13,491) 30,112 16,621 Expense (benefit) from income taxes (8,714) (815) (9,529) Net income (loss) (4,777) 30,927 26,150 Noncontrolling interest in earnings of ventures 166 — 166 Net income (loss) attributed to PAE Incorporated $ (4,943) $ 30,927 $ 25,984 Net income (loss) per share attributed to PAE Incorporated: Basic $ (0.08) $ 0.51 $ 0.43 Diluted $ (0.08) $ 0.51 $ 0.43 Weighted average shares outstanding: Basic 59,807,549 59,807,549 59,807,549 Diluted 59,807,549 59,807,549 59,807,549 Three Months Ended March 29, 2020 As filed Restatement adjustments As Restated Net (loss) income $ (4,777) $ 30,927 $ 26,150 Other comprehensive income (loss): Change in foreign currency translation adjustment, net of tax (976) — (976) Other, net 281 — 281 Other comprehensive loss (695) — (695) Comprehensive (loss) income (5,472) 30,927 25,455 Comprehensive income attributed to noncontrolling interests 498 — 498 Comprehensive (loss) income attributed to PAE Incorporated $ (5,970) $ 30,927 $ 24,957 December 31, 2020 As filed Restatement adjustments As Restated Assets Current assets: Cash and cash equivalents $ 85,908 $ — $ 85,908 Accounts receivable, net 585,511 — 585,511 Prepaid expenses and other current assets 61,607 — 61,607 Total current assets 733,026 — 733,026 Property and equipment, net 27,615 — 27,615 Deferred income taxes, net — — — Investments 18,272 — 18,272 Goodwill 590,668 — 590,668 Intangible assets, net 258,210 — 258,210 Operating lease right-of-use assets, net 191,370 — 191,370 Other noncurrent assets 10,209 — 10,209 Total assets $ 1,829,370 $ — $ 1,829,370 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 152,962 $ — $ 152,962 Accrued expenses 114,222 — 114,222 Customer advances and billings in excess of costs 106,475 — 106,475 Salaries, benefits and payroll taxes 145,186 — 145,186 Accrued taxes 15,582 — 15,582 Current portion of long-term debt, net 5,961 — 5,961 Operating lease liabilities, current portion 46,756 — 46,756 Other current liabilities 45,037 — 45,037 Total current liabilities 632,181 — 632,181 — Deferred income taxes, net 4,389 — 4,389 Long-term debt, net 860,306 — 860,306 Long-term operating lease liabilities 145,569 — 145,569 Warrant liability — 50,467 50,467 Other long-term liabilities 30,273 — 30,273 Total liabilities 1,672,718 50,467 1,723,185 Stockholders’ equity: Preferred stock, $0.0001 par value per share, 1,000,000 shares authorized; no shares issued and outstanding — — — Common stock, $0.0001 par value per share: 210,000,000 shares authorized; 92,040,654 and 21,127,823 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively 9 — 9 Additional paid-in capital 252,612 (63,927) 188,685 Accumulated deficit (130,081) 13,460 (116,621) Accumulated other comprehensive income (loss) 1,876 — 1,876 Total PAE Incorporated stockholders' equity 124,416 (50,467) 73,949 Noncontrolling interests 32,236 — 32,236 Total liabilities and stockholders’ equity $ 1,829,370 $ — $ 1,829,370 Three Months Ended March 29, 2020 As filed Restatement adjustments As Restated Operating activities Net income (loss) $ (4,777) $ 30,927 $ 26,150 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation of property and equipment 2,583 — 2,583 Amortization of intangible assets 8,047 — 8,047 Amortization of debt issuance cost 6,063 — 6,063 Net undistributed (loss) income from unconsolidated ventures (663) — (663) Deferred income taxes, net (9,081) (815) (9,896) Change in fair value in warrant liability — (33,599) (33,599) Other non-cash activities, net 270 — 270 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable, net 20,869 — 20,869 Accounts payable (2,417) — (2,417) Accrued expenses (3,779) 3,487 (292) Customer advances and billings in excess of costs 18,223 — 18,223 Salaries, benefits and payroll taxes (21,307) — (21,307) Inventories, net 1,342 — 1,342 Prepaid expenses and other current assets (2,921) — (2,921) Other current and noncurrent liabilities (4,545) — (4,545) Investments 750 — 750 Other noncurrent assets 4,729 — 4,729 Accrued taxes (2,473) — (2,473) Net cash provided by (used in) operating activities 10,913 — 10,913 Investing activities Expenditures for property and equipment (404) — (404) Net cash used in investing activities (404) — (404) Financing activities Net contributions from noncontrolling interests 150 — 150 Borrowings on long-term debt 60,000 — 60,000 Repayments on long-term debt (196,544) — (196,544) Payment of debt issuance costs (964) — (964) Recapitalization from merger with Gores III 605,708 — 605,708 Payment of underwriting and transaction costs (27,268) — (27,268) Distribution to selling stockholders (419,548) — (419,548) Net cash provided by (used in) financing activities 21,534 — 21,534 Effect of exchange rate changes on cash and cash equivalents (288) — (288) Net increase (decrease) in cash and cash equivalents 31,755 — 31,755 Cash and cash equivalents at beginning of period 68,035 — 68,035 Cash and cash equivalents at end of period $ 99,790 $ — $ 99,790 Supplemental cash flow information Cash paid for interest $ 10,900 $ — $ 10,900 Cash paid for taxes $ 1,523 $ — $ 1,523 Update to Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies described in the Company’s Form 10-K/A filed with the SEC on May 7, 2021. |