Item 9A. Controls and Procedures
Item 9A.
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports
filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized, and reported within the time period specified in the SECs rules and forms. Disclosure controls are also designed with the objective of ensuring that
such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the
participation of our current chief executive officer and chief financial officer (our Certifying Officers), the effectiveness of our disclosure controls and procedures as of December 31, 2022, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of December 31, 2022, due to the material
weaknesses described below.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of
fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure
controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of
disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about
the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Material Weaknesses : We have identified material weaknesses in our internal control over financial reporting. The first material
weakness is related to properly accounting for complex transactions within our financial statement closing and reporting process. The second material weakness arises from our failure to design and maintain effective IT general controls over the IT
systems used within the processing of key financial transactions. Specifically, we did not design and maintain user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial
applications, programs, and data to appropriate company personnel. Additionally, we identified a material weakness in our internal control over financial reporting related to the period end account reconciliation review and entity level financial
statement review controls which did not operate within a sufficient level of precision.
Remediation Plan : We have begun the
process of and are focused on designing and implementing effective internal controls measures to improve our internal control over financial reporting and remediate the material weaknesses, including:
actively recruiting additional personnel with knowledge of GAAP, in addition to engaging and utilizing third
party consultants and specialists to supplement our internal resources and implementing processes and controls to segregate key functions within our finance systems, as appropriate;
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designing and implementing a formalized control plan related to IT general controls, including controls related
to managing access to financially significant systems within our IT environment; and
engaging a third party consultant to assist with evaluating and documenting the design and operating
effectiveness of internal controls and assisting with the remediation of deficiencies, as necessary.
While these
actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed
to the continuous improvement of our internal control over financial reporting and will continue to diligently review our internal control over financial reporting.
Although we plan to complete this remediation process as quickly as possible, we are unable, at this time, to estimate how long it will take
and our efforts may not be successful in remediating the deficiencies or material weaknesses. In addition, even if we are successful in strengthening our controls and procedures, we can give no assurances that in the future such controls and
procedures will be adequate to prevent or identify errors or irregularities or to facilitate the fair preparation and presentation of our consolidated financial statements.
Managements Report on Internal Controls over Financial Reporting
This Annual Report does not include a report of managements assessment regarding internal control over financial reporting or an
attestation report of the Companys registered public accounting firm due to a transition period established by the rules of the Commission for newly public companies.
Item 9B.
Other Information.
None.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10.
Directors, Executive Officers and Corporate Governance.
The information required by this Item of Form 10-K will be included in our definitive proxy statement
(the Proxy Statement) to be filed with the SEC in connection with the solicitation of proxies for our 2023 Annual Meeting of Stockholders and is incorporated herein by reference. The Proxy Statement will be filed with the SEC within 120
days after the end of the fiscal year to which this Annual Report relates.
Item 11.
Executive Compensation.
The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Managements and Related Stockholder Matters.
The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by
reference.
Item 13.
Certain Relationships and Related Transactions, Director Independence.
The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 14.
Principal Accountant Fees and Services.
The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by reference.
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PART IV
Item 15.
Exhibit and Financial Statement Schedules.
(a) The following documents are filed as part of this Annual Report:
1.
Financial Statements: Consolidated Financial Statements filed as part of this report are listed under Part II,
Item 8 of this Form 10-K.
2.
Financial Statement Schedules: No schedules are required because either the required information is not present
or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the Consolidated Financial Statements thereto filed as a part of this Form 10-K.
3.
The exhibits listed in the Exhibit Index below to this Annual Report are incorporated herein by
reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
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Exhibit
Number
Description
2.1+
Agreement and Plan of Merger, dated August
3, 2022, by and among the Company, Jack Creek Investment Corp., Wildfire Merger Sub 1, Inc., Wildfire Merger Sub II, Inc., Wildfire Merger Sub III, LLC, Wildfire GP Sub IV, LLC, BTOF (Grannus Feeder) NQ L.P. and Legacy Bridger. (incorporated by reference
to Exhibit 2.1 of the Companys Registration Statement on Form S-4 (File No. 333-266840), filed with the SEC on August 12, 2022).
3.1
Amended and Restated Certificate of Incorporation of Bridger Aerospace Group Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Companys
Current Report on Form 8-K filed with the SEC on January 27, 2023).
3.2
Amended and Restated Bylaws of Bridger Aerospace Group Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Companys Current
Report on Form 8-K filed with the SEC on January 27, 2023).
4.1
Warrant Agreement, dated January 26, 2021, between Jack Creek Investment Corp. and Continental Stock Transfer
& Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to Jack Creek Investment Corp.s Current Report on Form 8-K (File No.
001-39602) filed with the SEC on January 26, 2021).
4.2
Warrant Assumption Agreement, dated as of January
24, 2023, among Jack Creek Investment Corp., Bridger Aerospace Group Holdings, Inc. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed with the SEC on January 27, 2023).
4.3*
Description of the Companys Securities.
10.1
Amended and Restated Registration Rights Agreement, dated January
24, 2023, by and among the Company, Jack Creek Investment Corp. and certain other security holders named therein (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed with
the SEC on January 27, 2023).
10.2
Stockholders Agreement, dated January
24, 2023, by and among the Company and the stockholders defined therein (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on January 27, 2023).
10.3
Sponsor Agreement, dated as of August
3, 2022, by and among Jack Creek Investment Corp., the Company, JCIC Sponsor LLC and the other parties signatory thereto (incorporated by reference to Exhibit 10.5 of the Companys Registration Statement on Form S-4
(File No. 333-266840) filed with the SEC on August 12, 2022).
10.4#
Bridger Aerospace Group Holdings, Inc. 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Companys Current Report
on Form 8-K filed with the SEC on January 27, 2023).
10.5#
Bridger Aerospace Group Holdings, Inc. 2023 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to the Companys Current
Report on Form 8-K filed with the SEC on January 27, 2023).
10.6#
Amended Employment Agreement, dated as of December
6, 2018, by and between ElementCompany Operations, LLC and Timothy Sheehy (incorporated by reference to Exhibit 10.17 of the Companys Registration Statement on Form S-4 (File No. 333-266840), filed with the SEC on August 12, 2022).
10.7#
Amended Employment Agreement, dated as of December
6, 2018, by and between ElementCompany Operations, LLC and James Muchmore (incorporated by reference to Exhibit 10.18 of the Companys Registration Statement on Form S-4 (File No. 333-266840), filed with the SEC on August 12, 2022).
10.8#
Amended Employment Agreement, dated as of December
6, 2018, by and between ElementCompany Operations, LLC and McAndrew Rudisill (incorporated by reference to Exhibit 10.19 of the Companys Registration Statement on Form S-4 (File No. 333-266840), filed with the SEC on August 12, 2022).
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Exhibit
Number
Description
10.9++#
Offer of Employment, dated August
21, 2022, by and between Legacy Bridger and Eric Gerratt (incorporated by reference to Exhibit 10.39 of the Companys Registration Statement on Form S-4/A (File No.
333-266840), filed with the SEC on November 7, 2022).
10.10
Form of Indemnification Agreement for Officers and Outside Directors (incorporated by reference to Exhibit 10.6 to the Companys Current
Form 8-K filed with the SEC on January 27, 2023).
10.11++
Contract No. 1202SA21T9009, dated as of June
3, 2021, issued by National Interagency Fire Center U.S. Forest Service to Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.10 of the Companys Registration Statement on Form S-4 (File No. 333-266840), filed with the SEC on August 12, 2022).
10.12++
Contract No. 12024B19C9025, dated as of May
15, 2019, issued by U.S. Department of Agriculture Forest Service to Mountain Air, LLC (incorporated by reference to Exhibit 10.20 of the Companys Registration Statement on Form S-4 (File No. 333-266840), filed with the SEC on August 12, 2022).
10.13++
Contract No. 1202SA21G5100, dated as of October
21, 2020, issued by U.S. Forest Service Contracting to Bridger Aerospace (incorporated by reference to Exhibit 10.21 of the Companys Registration Statement on Form S-4 (File No. 333-266840), filed with the SEC on August 12, 2022).
10.14
Amended and Restated Loan Agreement, dated as of July
1, 2022, by and among Gallatin County, Montana and Bridger Aerospace Group, LLC, Bridger Air Tanker, LLC, Bridger Air Tanker
3, LLC, Bridger Air Tanker 4, LLC, Bridger Air Tanker 5, LLC, Bridger Air Tanker 6, LLC, Bridger Air Tanker 7, LLC, Bridger Air Tanker 8, LLC, Bridger Solutions International 1, LLC and Bridger Solutions International 2, LLC (incorporated by reference to
Exhibit 10.11 of the Companys Registration Statement on Form S-4 (File No. 333-266840), filed with the SEC on August 12, 2022).
10.15
Second Amended and Restated Loan Agreement, dated as of August
1, 2022, by and among Gallatin County, Montana and Bridger Aerospace Group, LLC, Bridger Air Tanker, LLC, Bridger Air Tanker
3, LLC, Bridger Air Tanker 4, LLC, Bridger Air Tanker 5, LLC, Bridger Air Tanker 6, LLC, Bridger Air Tanker 7, LLC, Bridger Air Tanker 8, LLC, Bridger Solutions International 1, LLC and Bridger Solutions International 2, LLC (incorporated by reference to
Exhibit 10.12 of the Companys the Registration Statement on Form S-4 (File No. 333-266840), filed with the SEC on August 12, 2022).
10.16
Industrial Development Revenue Bonds (Bridger Aerospace Group Project) Series 2022B (Taxable), dated as of August
10, 2022, by Gallatin County, Montana (incorporated by reference to Exhibit 10.13 of the Companys Registration Statement on Form S-4 (File No.
333-266840), filed with the SEC on August 12, 2022).
10.17
Amended and Restated Trust Indenture, dated as of July
1, 2022, by and between Gallatin County, Montana and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit
10.14 of the Companys Registration Statement on Form S-4 (File No. 333-266840), filed with the SEC on August 12, 2022).
10.18
First Supplemental Trust Indenture, dated as of July
1, 2022, by and between Gallatin County, Montana and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit
10.15 of the Companys Registration Statement on Form S-4 (File No. 333-266840), filed with the SEC on August 12, 2022).
10.19
First Supplemental Trust Indenture, dated as of August
1, 2022, by and between Gallatin County, Montana and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 10.16 of the Companys Registration Statement on Form S-4 (File No. 333-266840), filed with the SEC on August 12, 2022).
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Exhibit
Number
Description
10.20
Construction Loan Agreement, dated as of September
30, 2019, by and between Bridger Solutions International, LLC and Rocky Mountain Bank (incorporated by reference to Exhibit 10.22 of the Companys Registration Statement on Form S-4 (File No. 333-266840), filed with the SEC on August 12, 2022).
10.21
Waiver and Amendment No. 1 to Loan Agreement, dated June
8, 2022, by and among Bridger Solutions International, LLC and Rocky Mountain Bank, its successors and assigns (incorporated by reference to Exhibit 10.23 of the Companys Registration Statement on Form S-4/A (File
No. 333-266840), filed with the SEC on December 12, 2022).
10.22
Consent, Waiver and Amendment No. 2 to Loan Agreement, dated November
3, 2022, by and among Bridger Solutions International, LLC and Rocky Mountain Bank, its successors and assigns (incorporated by reference to Exhibit 10.24 to the Registration Statement on Form S-4/A (File No. 333-266840), filed with the SEC on December 12, 2022).
10.23*
Amendment No. 3 to Loan Agreement, dated December 28, 2022, by and among Bridger Solutions International, LLC and Rocky Mountain Bank, its successors and assigns.
10.24
Loan Agreement, dated August 10, 2020, by and between Bridger Air Tanker
2, LLC and Live Oak Banking Company (incorporated by reference to Exhibit 10.25 of the Companys Registration Statement on Form S-4 (File No.
333-266840), filed with the SEC on August 12, 2022).
10.25
Loan Agreement, dated February
3, 2020, by and between Bridger Aviation Services, LLC and Rocky Mountain Bank (incorporated by reference to Exhibit 10.26 of the Companys Registration Statement on Form S-4 (File No. 333-266840), filed with the SEC on August 12, 2022).
10.26
Waiver and Amendment No. 1 to Loan Agreement, dated June
8, 2022, by and among Bridger Aviation Services, LLC and Rocky Mountain Bank, its successors and assigns (incorporated by reference to Exhibit 10.27 of the Companys Registration Statement on Form S-4/A (File
No. 333-266840), filed with the SEC on December 12, 2022).
10.27
Consent, Waiver and Amendment No. 2 to Loan Agreement, dated November
3, 2022, by and among Bridger Aviation Services, LLC and Rocky Mountain Bank, its successors and assigns (incorporated by reference to Exhibit 10.28 of the Companys Registration Statement on Form S-4/A (File
No. 333-266840), filed with the SEC on December 12, 2022).
10.28*
Amendment No. 3 to Loan Agreement, dated December 28, 2022, by and among Bridger Aviation Services, LLC and Rocky Mountain Bank, its successors and assigns.
10.29
Loan Agreement, dated May
19, 2020, by and between Bridger Air Tanker, 1 LLC and Live Oak Banking Company (incorporated by reference to Exhibit 10.29 of the Companys Registration Statement on Form S-4 (File No. 333-266840), filed with the SEC on August 12, 2022).
10.30++
Aircraft Purchase Agreement, dated April
13, 2018, by and among Longview Aviation Asset Management, Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.30 of the Companys Registration Statement on Form S-4/A (File
No. 333-266840), filed with the SEC on September 23, 2022).
10.31++
Amendment 3 to Aircraft Purchase Agreement, dated April
3, 2019, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.31 of the Companys Registration Statement on Form S-4/A (File
No. 333-266840), filed with the SEC on September 23, 2022).
10.32++
Amendment 4 to Aircraft Purchase Agreement, dated May
7, 2019, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.32 of the Companys Registration Statement on Form S-4/A (File
No. 333-266840), filed with the SEC on September 23, 2022).
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Exhibit
Number
Description
10.33++
Amendment 5 to Aircraft Purchase Agreement, dated November
11, 2019, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.33 of the Companys Registration Statement on Form S-4/A (File
No. 333-266840), filed with the SEC on September 23, 2022).
10.34++
Amendment 6 to Aircraft Purchase Agreement, dated September
15, 2020, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.34 of the Companys Registration Statement on Form S-4/A (File
No. 333-266840), filed with the SEC on September 23, 2022).
10.35++
Amendment 7 to Aircraft Purchase Agreement, dated October
21, 2020, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.35 of the Companys Registration Statement on Form S-4/A (File
No. 333-266840), filed with the SEC on September 23, 2022).
10.36++
Amendment 8 to Aircraft Purchase Agreement, dated January
5, 2021, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.36 of the Companys Registration Statement on Form S-4/A (File
No. 333-266840), filed with the SEC on September 23, 2022).
10.37++
Amendment 9 to Aircraft Purchase Agreement, dated November
24, 2021, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.37 of the Companys Registration Statement on Form S-4/A (File
No. 333-266840), filed with the SEC on September 23, 2022).
10.38++
Amendment 10 to Aircraft Purchase Agreement, dated August
5, 2022, by and among Longview Aviation Services Inc., Viking Air Limited and Bridger Air Tanker, LLC (incorporated by reference to Exhibit 10.38 of the Companys Registration Statement on Form S-4/A (File
No. 333-266840), filed with the SEC on September 23, 2022).
21.1*
List of Subsidiaries of Bridger Aerospace Group Holdings, Inc.
31.1*
Certification of the Companys Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 7241).
31.2*
Certification of the Companys Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 7241).
32.1**
Certification of the Companys Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 1350).
*
Filed herewith.
**
Furnished herewith.
+
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Bridger Aerospace Group Holdings, Inc. agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
++
Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
#
Indicates management contract or compensatory plan.
Item 16.
Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, on the 20th day of March, 2023.
BRIDGER AEROSPACE GROUP HOLDINGS, INC.
By:
/s/ Timothy Sheehy
Name:
Timothy Sheehy
Title:
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated:
Signatures
Title
Date
/s/ Timothy Sheehy
Timothy Sheehy
Chief Executive Officer and Director
(Principal Executive Officer)
March 20, 2023
/s/ Eric Gerratt
Eric Gerratt
Chief Financial Officer
(Principal Accounting and Financial Officer)
March 20, 2023
/s/ Jeffrey Kelter
Jeffrey Kelter
Director and Non-Executive Chairman of the Board
March 20, 2023
/s/ Debra Coleman
Debra Coleman
Director
March 20, 2023
/s/ Dean Heller
Dean Heller
Director
March 20, 2023
/s/ Todd Hirsch
Todd Hirsch
Director
March 20, 2023
/s/ Wyman Howard
Wyman Howard
Director
March 20, 2023
/s/ McAndrew Rudisill
McAndrew Rudisill
Chief Investment Officer and Director
March 20, 2023
/s/ Robert Savage
Robert Savage
Director
March 20, 2023
/s/ Matthew Sheehy
Matthew Sheehy
Director
March 20, 2023
116