Bridger Aerospace Group Holdings, Inc. 10-Q

Item 1. Financial Statements. BRIDGER AEROSPACE GROUP HOLDINGS, INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (All amounts in U.S. dollars) As of March 31, 2023 As of December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 2,290,244 $ 30,162,475 Restricted cash 12,398,725 12,297,151 Investments in marketable securities 30,322,527 54,980,156 Accounts receivable 1 367,336 28,902 Aircraft support parts 434,894 1,761,270 Prepaid expenses and other current assets 3,076,473 1,835,032 Deferred offering costs — 5,800,144 Total current assets 48,890,199 106,865,130 Property, plant and equipment, net 203,422,599 192,091,413 Intangible assets, net 181,783 208,196 Goodwill 2,457,937 2,457,937 Other noncurrent assets 6,739,998 4,356,225 Total assets $ 261,692,516 $ 305,978,901 LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 3,503,466 $ 3,170,354 Accrued expenses and other current liabilities 13,063,960 18,669,572 Operating right-of-use current liability 22,126 21,484 Current portion of long-term debt, net of debt issuance costs 2,446,320 2,445,594 Total current liabilities 19,035,872 24,307,004 Long-term accrued expenses and other noncurrent liabilities 5,804,275 45,659 Operating right-of-use noncurrent liability 745,989 754,673 Long-term debt, net of debt issuance costs 2 205,241,626 205,471,958 Total liabilities $ 230,827,762 $ 230,579,294 COMMITMENTS AND CONTINGENCIES MEZZANINE EQUITY Series A Preferred Stock, $ 0.0001 par value; 315,789.473684 shares authorized, issued and outstanding at March 31, 2023 336,933,387 — Legacy Bridger Series C Preferred Shares, $ 0.001 par value; 315,789.473684 shares authorized, issued and outstanding at December 31, 2022 — 489,021,545 STOCKHOLDERS’ DEFICIT Common Stock, $ 0.0001 par value; 1,000,000,000 shares authorized; 43,769,290 shares issued and outstanding at March 31, 2023; 39,081,744 shares issued and outstanding at December 31, 2022 4,832 3,908 Additional paid-in capital 73,406,859 — Accumulated deficit ( 381,032,705 ) ( 415,304,343 ) Accumulated other comprehensive income 1,552,381 1,678,497 Total stockholders’ deficit ( 306,068,633 ) ( 413,621,938 ) Total liabilities, mezzanine equity and stockholders’ deficit $ 261,692,516 $ 305,978,901 1 Includes related party accounts receivable of $ 321,244 as of March 31, 2023. 2 Includes related party debt of $ 10,000,000 for the 2022 taxable industrial revenue bond as of March 31, 2023 and December 31, 2022, respectively. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (All Amounts in U.S. dollars) For the three months ended March 31, 2023 2022 Revenues 1 $ 365,373 $ 69,292 Cost of revenues: Flight operations 3,733,261 3,665,352 Maintenance 3,515,451 2,861,987 Total cost of revenues 7,248,712 6,527,339 Gross loss ( 6,883,339 ) ( 6,458,047 ) Selling, general and administrative expense 33,228,491 4,841,259 Operating loss ( 40,111,830 ) ( 11,299,306 ) Interest expense 2 ( 5,664,545 ) ( 3,714,546 ) Other income 1,091,437 140,843 Net loss $ ( 44,684,938 ) $ ( 14,873,009 ) Series A Preferred Stock – adjustment for deemed dividend upon Closing $ ( 48,300,000 ) $ — Series A Preferred Stock – adjustment to eliminate 50% multiplier $ 156,362,597 $ — Series A Preferred Stock – adjustment to maximum redemption value $ ( 4,274,439 ) $ — Legacy Bridger Series A Preferred Shares – adjustment for redemption, extinguishment and accrued interest $ — $ ( 4,339,767 ) Net income (loss) attributable to Common stockholders – basic and diluted $ 59,103,220 $ ( 19,212,776 ) Net income (loss) per Common Stock – basic $ 1.36 $ ( 0.50 ) Net income (loss) per Common Stock – diluted $ 0.79 $ ( 0.50 ) Weighted average Common Stock outstanding – basic 43,488,468 38,770,646 Weighted average Common Stock outstanding – diluted 74,986,752 38,770,646 1 Includes related party revenues of $ 321,244 for the three months ended March 31, 2023. 2 Includes related party interest of approximately $ 284,000 for the 2022 taxable industrial revenue bond for the three months ended March 31, 2023. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (All Amounts in U.S. dollars) For the three months ended March 31, 2023 2022 Net loss $ ( 44,684,938 ) $ ( 14,873,009 ) Other comprehensive (loss) income, net of tax: Foreign currency translation adjustment 192 ( 287 ) Unrealized (loss) gain on derivative instruments ( 271,801 ) 674,381 Unrealized gain on investments in marketable securities 318,645 — Reclassification of realized gains on investments in marketable securities to earnings ( 173,152 ) — Total other comprehensive (loss) income, net of tax ( 126,116 ) 674,094 Comprehensive loss $ ( 44,811,054 ) $ ( 14,198,915 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. UNAUDITED CONDENSED CONSOLIDATED STOCKHOLDERS’ DEFICIT (All Amounts in U.S. dollars, except share amounts) Legacy Bridger Series A Preferred Shares Legacy Bridger Series B Preferred Shares Legacy Bridger Series C Preferred Shares / Series A Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumul ated Other Compreh ensive Income Total Stockholders’ Deficit Share Value Share Value Share Value Share Value Balance at December 31, 2021 10,500,000 $ 1,050 60,000,000 $ 6,000 — $ — 39,081,744 $ 3,908 $ — $ ( 84,843,803 ) $ 24,706 $ ( 84,815,189 ) Liquidation preference on Legacy Bridger Series A Preferred Shares — — — — — — — — — ( 4,339,767 ) — ( 4,339,767 ) Unrealized gain on derivative instruments — — — — — — — — — — 674,381 674,381 Foreign currency translation adjustment — — — — — — — — — — ( 287 ) ( 287 ) Stock based compensation attributable to Legacy Bridger holders prior to reverse recapitalization — — — — — — — — — 2,558 — 2,558 Net loss — — — — — — — — — ( 14,873,009 ) — ( 14,873,009 ) Balance at March 31, 2022 10,500,000 $ 1,050 60,000,000 $ 6,000 — $ — 39,081,744 $ 3,908 $ — $ ( 104,054,021 ) $ 698,800 $ ( 103,351,313 ) Balance at December 31, 2022 — — — — 315,789 $ 489,021,545 39,081,744 $ 3,908 $ — $ ( 415,304,343 ) $ 1,678,497 $ ( 413,621,938 ) Unrealized loss on derivative instruments — — — — — — — — — — ( 271,801 ) ( 271,801 ) Unrealized gain on investment in marketable securities — — — — — — — — — — 318,645 318,645 Reclassification of realized gains on investments in marketable securities to earnings — — — — — — — — — — ( 173,152 ) ( 173,152 ) Foreign currency translation adjustment — — — — — — — — — — 192 192 Net loss — — — — — — — — — ( 44,684,938 ) — ( 44,684,938 ) Effect of the Closing — — — — — ( 156,362,597 ) 4,687,546 684 52,084,522 78,956,576 — 131,041,782 Series A Preferred Stock adjustment to maximum redemption value — — — — — 4,274,439 — — ( 4,274,439 ) — — ( 4,274,439 ) Stock based compensation after reverse recapitalization — — — — — — 2,400,354 240 25,596,776 — — 25,597,016 Balance at March 31, 2023 — $ — $ — $ — 315,789 $ 336,933,387 46,169,644 $ 4,832 $ 73,406,859 $ ( 381,032,705 ) $ 1,552,381 $ ( 306,068,633 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (All Amounts in U.S. dollars) For the three months ended March 31, 2023 2022 Cash Flows from Operating Activities: Net loss $ ( 44,684,938 ) $ ( 14,873,009 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities (Gain) loss on sale of fixed assets ( 1,459 ) 781,492 Depreciation and amortization 1,751,045 1,266,922 Stock based compensation expense 25,597,016 2,558 Change in fair value of the Warrants ( 1,599,000 ) — Change in fair value of freestanding derivative 50,559 — Amortization of debt issuance costs 239,319 44,866 Interest accrued on Legacy Bridger Series B Preferred Shares — 2,857,921 Change in fair value of Legacy Bridger Series C Preferred Shares ( 345,585 ) — Realized gain on investments in marketable securities ( 258,618 ) — Changes in operating assets and liabilities Accounts receivable 1 ( 338,434 ) 34,992 Aircraft support parts 1,326,376 138,699 Prepaid expense and other current and noncurrent assets ( 3,897,015 ) 556,422 Accounts payable, accrued expenses and other liabilities ( 14,491,847 ) 1,771,711 Net cash used in operating activities ( 36,652,581 ) ( 7,417,426 ) Cash Flows from Investing Activities: Investments in construction in progress – buildings ( 1,045,600 ) ( 177,583 ) Proceeds from sales and maturities of marketable securities 25,061,740 — Sale of property, plant and equipment 113,659 286,400 Purchases of property, plant and equipment ( 11,170,664 ) ( 2,460,944 ) Net cash provided by (used in) investing activities 12,959,135 ( 2,352,127 ) Cash Flows from Financing Activities: Payment of finance lease liability ( 8,440 ) — Proceeds from the Closing 3,193,536 — Costs incurred related to the Closing ( 6,793,574 ) — Borrowings from various First Interstate Bank vehicle loans — 63,070 Repayments on debt ( 468,925 ) ( 477,671 ) Net cash used in financing activities ( 4,077,403 ) ( 414,601 ) Effects of exchange rate changes 192 ( 287 ) Net change in cash, cash equivalents and restricted cash ( 27,770,657 ) ( 10,184,441 ) Cash, cash equivalents and restricted cash – beginning of the period 42,459,626 17,261,132 Cash, cash equivalents and restricted cash – end of the period $ 14,688,969 $ 7,076,691 Less: Restricted cash – end of the period 12,398,725 3,452,932 Cash and cash equivalents – end of the period $ 2,290,244 $ 3,623,759 Supplemental disclosure of non-cash operating and financing activities Assumption of Jack Creek liabilities $ 7,463,673 $ — Recognition of warrant liabilities $ 5,863,000 $ — Recognition of Deferred underwriting fee $ 1,500,000 $ — Supplemental cash flow information Interest paid 2 $ 10,311,545 $ 3,715,257 Fixed assets in accounts payable $ 1,468,890 $ 2,640,384 Conversion of Promissory Note to Common Stock $ 897,400 $ — Series A Preferred Stock – adjustment for deemed dividend upon Closing $ 48,300,000 $ — Series A Preferred Stock – adjustment to eliminate 50% multiplier $ 156,362,597 $ — Series A Preferred Stock - adjustment to maximum redemption value $ 4,274,439 $ — Legacy Bridger Series A Preferred Shares – adjustment for redemption, extinguishment and accrued interest $ — $ 4,339,767 1 Includes related party accounts receivable of $ 321,244 for the three months ended March 31, 2023. 2 Includes related party interest paid of approximately $ 575,000 for the 2022 taxable industrial revenue bond for the three months ended March 31, 2023. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements . 6 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) Note 1 – Organization and Basis of Presentation Nature of Business Bridger Aerospace Group Holdings, Inc. and its subsidiaries (“Bridger”, “the Company,” “we,” “us” or “our”) provide aerial wildfire management, relief and suppression and delivery of firefighting services using next generation technology and sustainable and environmentally safe firefighting methods. As of March 31, 2023, the Company owns 18 aircraft, including 5 Twin Commander surveillance platforms, 4 Quest Kodiaks, 6 Viking CL415EAFs, 2 Aurora eVOTL Skiron and 1 Pilatus PC-12. Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”). The unaudited condensed consolidated financial statements include the financial statements of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. Reverse Recapitalization On January 24, 2023, (the “Closing Date”), Jack Creek Investment Corp (“JCIC”) completed the reverse recapitalization (the “Closing” and the “Reverse Recapitalization”) with the Company’s predecessor, Bridger Aerospace Group Holdings, LLC and its subsidiaries (collectively, “Legacy Bridger”), which operated the majority of the historical business and was identified as the acquirer and predecessor upon the consummation of the transactions contemplated by the agreement and plan of merger (the “Transaction Agreements”) entered into on August 3, 2022. On the Closing Date, pursuant to the Transaction Agreements, JCIC and Legacy Bridger became wholly owned subsidiaries of a new public entity that was renamed Bridger Aerospace Group Holdings, Inc, and JCIC shareholders and Legacy Bridger equity holders converted their equity ownership in JCIC and Legacy Bridger, respectively, into equity ownership in Bridger. Upon the consummation of the Reverse Recapitalization, Bridger issued Common Stock to the Legacy Bridger equity holders and Series A Preferred Stock (as defined below) as summarized below: • the surrender and exchange of all 606,061 Legacy Bridger incentive units (“Incentive Units”) into 583,308 shares of Bridger’s common stock, par value $ 0.0001 , (“Common Stock”) at a deemed value of $ 10.00 per share as adjusted by the per share C ommon S tock consideration of approximately 0.96246 (the “Exchange Ratio”), rounded down to the nearest share for each holder; • the direct or indirect surrender and exchange of the remaining 40,000,000 issued and outstanding shares of Legacy Bridger common shares (excluding Incentive Units) into 38,498,436 shares of C ommon S tock at a deemed value of $ 10.00 per share as adjusted by the Exchange Ratio, rounded down to the nearest share for each holder; and • the surrender and exchange of all 315,789.473684 issued and outstanding Series C preferred shares of Legacy Bridger (the “Legacy Bridger Series C Preferred Shares”), which were surrendered and exchanged on a one-to-one basis in connection with the Reverse Recapitalization into 315,789.473684 shares of preferred stock of Bridger that have the rights, powers, designations, preferences, and qualifications, limitations and restrictions set forth in Section 4.5 of the Amended and Restated Certificate of Incorporation (the “Series A Preferred Stock”). The Series A Preferred Stock are convertible at the election of the holders into shares of Common Stock, without the payment of additional consideration by the holders into such number of shares of Common Stock as determined by dividing the original issue price, plus accrued interest by a conversion price equal to $ 11 at the time of conversion. Other related events occurred in connection with the Reverse Recapitalization, are summarized below: • the filing and effectiveness of the Amended and Restated Certificate of Incorporation of Bridger and the effectiveness of the Amended and Restated Bylaws of Bridger, each of which occurred immediately prior to the Closing; • the adoption and assumption of the 2023 Omnibus Incentive Plan and any grants or awards issued thereunder and adoption of the 2023 Employee Stock Purchase Plan upon the Closing to grant equity awards to Bridger employees; and • during the period from the Closing until five years following the Closing, JCIC subjected 20 % of JCIC’s issued and outstanding common stock (“Sponsor Earnout Shares”), comprised of two separate tranches of 50 % of the Sponsor Earnout Shares per tranche, to potential forfeiture to Bridger for no consideration until the occurrence (or deemed occurrence) of certain triggering events. 7 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) Immediately after giving effect to the Transaction Agreements, the following were outstanding: • 43,769,290 shares of Common Stock; • 315,789.473684 shares of Bridger Series A Preferred Stock; • 9,400,000 private placement warrants (“Private Placement Warrants”) to purchase shares of Common Stock at an exercise price of $ 11.50 per share ; • 17,250,000 public warrants (“Public Warrants”) to purchase shares of Common Stock at an exercise price of $ 11.50 per share ; a nd • 6,581,497 restricted stock units issued to the executives and senior management of the Company. In connection with the Reverse Recapitalization, the Company paid transaction costs of $ 10,302 thousand as of the Closing. The transactions contemplated by the Transaction Agreements were accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, JCIC was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Bridger represent a continuation of the financial statements of Legacy Bridger with the Reverse Recapitalization treated as the equivalent of Legacy Bridger issuing stock for the net assets of JCIC, accompanied by a recapitalization. The net assets of JCIC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Recapitalization will be those of Legacy Bridger in future reports of Bridger. Legacy Bridger has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • Legacy Bridger equity holders have a relative majority of the voting power of Bridger; • Bridger’s board of directors (the “Board”) has nine (9) members, and representatives or designees of the Legacy Bridger equity holders comprise the majority of the members of the Board; • Legacy Bridger’s senior management comprise the senior management roles and be responsible for the day-to-day operations of Bridger; • Bridger assumed Legacy Bridger’s name of business; • The strategy and operations of Bridger continue Legacy Bridger’s former strategy and operations; and • The Reverse Recapitalization created an operating public company, with management continuing to use Legacy Bridger operations to grow the business. The Sponsor Earnout Shares are determined to be equity classified instruments of Bridger and the Public Warrants and Private Placement Warrants are determined to remain liability classified instruments upon the Closing. In accordance with guidance applicable to these circumstances, the equity structure has been recast in all comparative periods up to the Closing to reflect the number of shares of Common Stock issued to Legacy Bridger’s stockholders in connection with the Reverse Recapitalization. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Bridger’s common stock prior to the Reverse Recapitalization have been retroactively recasted as shares of Common Stock using the Exchange Ratio. On January 25, 2023, shares of the Company’s Common Stock began trading on the Nasdaq Global Market under the ticker symbol “BAER.” 8 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) Liquidity The Company had $ 2,290 thousand and $ 30,162 thousand of cash and cash equivalents as of March 31, 2023 and December 31, 2022, respectively. The Company had $ 30,323 thousand and $ 54,980 thousand of investments in debt securities classified as available-for-sale with short-term maturities of less than one year and carried at fair value as of March 31, 2023 and December 31, 2022, respectively. The Company has entered into various term loan agreements and other long-term debt to fund the purchase of aircraft, finance the construction of aircraft hangars and to supplement its cash balance. As of March 31, 2023, the Company has $ 2,446 thousand of current portion of long-term debt, net of debt issuance costs. As of March 31, 2023, future contractual payments related to the construction of the third hangar are $ 2,467 thousand for the next twelve months. The Company believes it will be sufficiently funded for its short-term liquidity needs and the execution of its business plan for at least 12 months following the date at which the unaudited condensed consolidated financial statements were filed. As of April 30, 2023, the Company has cash and cash equivalents of $ 3,721 thousand, restricted cash of $ 12,437 thousand and investments in debt securities classified as available-for-sale of $ 24,591 t housand. Note 2 - Summary of Significant Accounting Policies Principles of Consolidation The Company consolidates those entities in which it, through the existing owners, has control over significant operating, financial or investing decisions of the entity. All significant intercompany balances and transactions have been eliminated in consolidation. Variable Interest Entities The Company follows ASC 810-10-15 guidance with respect to accounting for variable interest entities (“VIE”). These entities do not have sufficient equity at risk to finance their activities without additional subordinated financial support from other parties or whose equity investors lack any of the characteristics of a controlling financial interest. A variable interest is an investment or other interest that will absorb portions of a VIE’s expected losses or receive portions of its expected returns and are contractual, ownership or pecuniary in nature and that change with changes in the fair value of the entity’s net assets. A reporting entity is the primary beneficiary of a VIE and must consolidate it when that party has a variable interest, or combination of variable interests, that provide it with a controlling financial interest. A party is deemed to have a controlling financial interest if it meets both of the power and loss/benefits criteria. The power criterion is the ability to direct the activities of the VIE that most significantly impact its economic performance. The losses/benefits criterion is the obligation to absorb losses from, or right to receive benefits from, the VIE that could potentially be significant to the VIE. The VIE model requires an ongoing reconsideration of whether a reporting entity is the primary beneficiary of a VIE due to changes in the facts and circumstances. Northern Fire Management Services, LLC (“NFMS, LLC”) is considered to be a VIE, as it lacks sufficient equity and is consolidated in the Company’s financial statements. For the three months ended March 31, 2022, Mountain Air, LLC (“MA, LLC”) is considered to be a VIE, as it lacks sufficient equity and is consolidated in the Company’s financial statements. For the three months ended March 31, 2023 and 2022 and the year ended December 31, 2022, NFMS, LLC held immaterial assets and liabilities in its financial statements. For the three months ended March 31, 2022, MA, LLC held immaterial assets and liabilities in its financial statements. For the three months ended March 31, 2023 and 2022 and the year ended December 31, 2022, the following entities were considered to be VIEs but were not consolidated in the unaudited condensed consolidated financial statements due to the lack of the power criterion or the losses/benefits criterion: AE Côte-Nord Canada (“Côte-Nord”) and Ensyn BioEnergy Canada, Inc (“EBC”). Northern Fire Management Services, LLC: The Company assisted in designing and organizing NFMS, LLC with a business purpose of employing Canadian aviation professionals for the Company. A master services agreement exists between NFMS, LLC, the Company, and Bridger Air Tanker, LLC, a wholly owned subsidiary of the Company, to transfer all annual expenses incurred to the Company in exchange for the Canadian employees to support the Company’s water scooper aircraft. NFMS, LLC is 50 % owned by a Canadian citizen, and 50 % owned by Bridger Aerospace Group, LLC (“BAG, LLC”). The Company is responsible for the decisions related to all of NFMS, LLC’s expenditures, which solely relates to payroll. Based on these facts, it was determined that the Company is the primary beneficiary of NFMS, LLC. Therefore, NFMS, LLC has been consolidated by the Company. All intercompany expenses associated with NFMS, LLC and its service agreement have been eliminated in consolidation. 9 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) Mountain Air, LLC: As of November 7, 2022, MA, LLC was a wholly-owned subsidiary of Bridger. Prior to MA, LLC becoming a wholly-owned subsidiary of the Company, MA, LLC was owned 50 % by Timothy Sheehy, the Chief Executive Officer and a director of Bridger, and 50 % by an entity affiliated with Matthew Sheehy, a director of Bridger. MA, LLC is a Federal Aviation Administration (“FAA”) part 135 certificate holder and is designed to hold aerial firefighting contracts. Bridger Aviation Services, LLC (“Bridger Aviation”), a wholly-owned subsidiary of Bridger, was a party to a certain Management Services Agreement (the “Aviation Agreement”), dated April 13, 2018, with MA, LLC. Pursuant to the Aviation Agreement, Bridger Aviation leased certain aircraft to MA, LLC. MA, LLC operated the aircraft and paid Bridger Aviation a fee equal to 99 % of all revenue it received from the use and deployment of Bridger Aviation’s aircraft. MA, LLC was obligated to operate and maintain the aircraft in accordance with applicable FAA standards. Timothy Sheehy originally conducted aerial operations through MA, LLC before Bridger’s current legal organizational structure was put into place, which created the need for the Aviation Agreement and resulting VIE treatment. Seasonality The Company’s business is generally seasonal, with a significant portion of total revenue occurring during the second and third quarters of the fiscal year due to the North American fire season. However, the weather dependency and seasonal fluctuation in the need to fight wildfires based upon location and the varying intensity of the fire season may lead our operating results to fluctuate significantly from quarter to quarter and year to year. Use of Estimates The preparation of financial statements in conformity with US GAAP, requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities, disclosure of gain or loss contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from their estimates and such differences could be material to the unaudited condensed consolidated financial statements. Significant items subject to such estimates and assumptions include: (a) excess and aging aircraft support parts reserves, (b) allowance for doubtful accounts, (c) useful lives of property, plant and equipment, net (d) impairment of long-lived assets, goodwill and other intangible assets, (e) disclosure of fair value of financial instruments, (f) variable interest entities, (g) accounting for Series A Preferred Stock and Legacy Bridger Series C Preferred Shares, (h) revenue recognition, (i) estimates and assumptions made in determining the carrying values of goodwill and other intangible assets, (j) incentive units and (k) Public Warrants and Private Placement Warrants. Reclassifications Certain amounts from prior periods have been reclassified to conform to the current period presentation. The Company previously separately presented General and administrative and Business development operating expenses, which are now presented combined within “Selling, general and administrative expense” on the Unaudited Condensed Consolidated Statement of Operations. The reclassification had no impact on previously reported net loss or accumulated deficit. 10 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) Deferred Offering Costs Deferred offering costs primarily consist of capitalized legal, accounting and other third-party costs incurred that are directly related to the Reverse Recapitalization , which has been accounted for as a reverse recapitalization. These costs were charged to Stockholders’ deficit as a reduction of Additional paid-in capital generated upon the completion of the Reverse Recapitalization . As of March 31, 2023, the Company charged $ 9,778 thousand to Stockholders’ deficit. As of December 31, 2022 , the Company recorded $ 5,800 thousand of deferred offering costs in the Unaudited Condensed Consolidated Balance Sheets. Revenue Recognition The Company charges daily and hourly rates depending upon the type of firefighting services rendered and under which contract the services are performed. These services are primarily split into flight revenue and standby revenue. Flight revenue is primarily earned at an hourly rate when the engines of the aircraft are started and stopped upon request of the customer, tracked via a Hobbs meter. Standby revenue is earned primarily as a daily rate when aircraft are available for use at a fire base, awaiting request from the customer for flight deployment. The Company enters into short, medium and long-term contracts with customers, primarily with government agencies to deploy aerial fire management assets during the firefighting season. Revenue is recognized when performance obligations under the terms of a contract with our customers are satisfied and payment is typically due within 30 days of invoicing. This occurs as the services are rendered and include the use of the aircraft, pilot and field maintenance personnel to support the contract. Contracts are based on either a Call-When-Needed (“CWN”) or Exclusive Use (“EU”) basis. Rates established are generally more competitive based on the security of the revenue from the contract (i.e., an EU versus only on an as-needed basis in CWN). These rates are delineated by the type of service, generally flight time or time available for deployment. Once an aircraft is deployed on a contract the fees are earned at these rates and cannot be obligated to another customer. Contracts have no financing components and consideration is at pre-determined rates. No variable considerations are constrained within the contracts. The transaction prices are allocated on the service performed and tracked real-time by each operator in a duty log. On at least a monthly basis, the services performed and rates are validated by each customer. Acceptance by the customer is evidenced by the provision of their funded task order or accepted invoice. The Company has no t incurred incremental costs for obtaining contracts with customers. In addition, the Company evaluates whether or not it should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected to be recovered. The Company has elected to use the practical expedient detailed in ASC 340-40-25-4 to expense any costs to fulfill a contract as they are incurred when the amortization period would be one year or less. Contract assets are classified as a receivable when the reporting entity’s right to consideration is unconditional, which is when payment is due only upon the passage of time. As the Company invoices customers for performance obligations that have been satisfied, at which point payment is unconditional, contracts do not typically give rise to contract assets. Contract liabilities are recorded when cash payments are received or due in advance of performance. Payment terms vary by customer and type of revenue contract. The Company generally expects that the period of time between payment and transfer of promised goods or services will be less than one year. In such instances, the Company has elected the practical expedient to not evaluate whether a significant financing component exists. As permitted under the practical expedient available under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for which the Company recognizes revenue at the amount which it has the right to invoice for services performed. 11 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) Other revenue consists of leasing revenues for facilities as well as external repair work performed on customer aircraft. Revenue Disaggregation The following shows the disaggregation of revenue by service for the three months ended March 31, 2023 and March 31 2022. For the three months ended March 31, 2023 2022 Fire suppression $ — $ — Aerial surveillance — — Other services 365,373 69,292 Total revenues $ 365,373 $ 69,292 The following shows the disaggregation of revenue by type for the three months ended March 31, 2023 and March 31, 2022. For the three months ended, March 31 2023 2022 Flight revenue $ — $ — Standby revenue — — Other revenue 365,373 69,292 Total revenues $ 365,373 $ 69,292 Concentration Risk For the three months ended March 31, 2023, the Company had one customer who individually accounted for 65 % of total revenues. As of March 31, 2023, one customer accounted for 83 % of accounts receivable. Refer to “ Note 16 – Related Party Transactions ” for additional information. For the three months ended March 31, 2022, the Company had one customer who individually accounted for 100 % of total revenues. As of December 31, 2022, one customer accounted for 62 % of accounts receivable. Hedging Transactions and Derivative Financial Instruments The Company is directly and indirectly affected by changes in certain market conditions. These changes in market conditions may adversely impact the Company’s financial performance and are referred to as “market risks.” The Company, when deemed appropriate, uses derivatives as a risk management tool to mitigate the potential impact of certain market risks. The Company manages interest rate risk through the use of derivative instruments , such as swap agreements. A swap agreement is a contract between two parties to exchange cash flows based on specified underlying notional amounts, assets and/or indices. The Company does not enter into derivative financial instruments for trading purposes. The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the type of hedging relationships. The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income and are reclassified into the line item on the Unaudited Condensed Consolidated Statements of Comprehensive Loss in which the hedged items are recorded in the same period the hedged items affect earnings. The changes in fair values of freestanding derivatives with no hedging designation are recorded in earnings through interest expense on the Unaudited Condensed Consolidated Statement of Operations. 12 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) The Company formally assesses whether the financial instruments used in hedging transactions are effective at offsetting changes in either the fair values or cash flows of the related underlying exposures. Any ineffective portion of a financial instrument’s change in fair value is immediately recognized into earnings. The fair value is based on prevailing market data and using standard valuation models based on reasonable estimates about future relevant market conditions. Refer to “Note 12 – Long-Term Debt.” The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of the Company’s exposure to the financial risks described above. Warrant Liabilities The Company accounts for the Public Warrants and Private Placement Warrants (collectively, the “Warrants”) issued in connection with the Reverse Recapitalization in accordance with the guidance contained in accordance with ASC 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. The warrant liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recorded in earnings through Selling, general and administrative expense on the Unaudited Condensed Consolidated Statement of Operations. Income Taxes For periods prior to the Reverse Recapitalization, Legacy Bridger was a partnership for federal income tax purposes. Consequently, federal income taxes were not payable or provided for by Legacy Bridger. Members were taxed individually on their pro rata ownership share of Legacy Bridger’s earnings. Legacy Bridger’s net income or loss was allocated among the members in accordance with Legacy Bridger’s operating agreement. Subsequent to the Reverse Recapitalization, the Company became the successor of Legacy Bridger as discussed in “Note 1 – Organization and Basis of Presentation.” Bridger is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to net taxable income or loss and any related tax credits of the Company. Bridger is also subject to taxes in foreign jurisdictions in which it operates. The Company provides for income taxes and the related accounts under the asset and liability method. Income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. The Company is subject to income taxes predominantly in the U.S., where tax laws are often complex and may be subject to different interpretations. Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities and are measured using the enacted tax rates expected to be in effect during the year in which the basis difference reverses. In evaluating the ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if Bridger determines that it is more likely than not that all or part of the deferred tax asset will become realizable. At this time, a valuation allowance has been recorded against the deferred tax assets. The Company’s interpretations of tax laws are subject to review and examination by various taxing authorities and jurisdictions where the Company operates, and disputes may occur regarding its view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals or adjudication in the court systems of the tax jurisdictions in which the Company operates. The Company regularly reviews whether it may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. In addition, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations and business strategies. The Company recognizes the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. For additional information in income taxes, see “Note 19 – Income Taxes.” 13 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) Net Income (Loss) Per Share Basic net income (loss) per share is based on the weighted average number of shares of Common Stock outstanding during the period. Diluted net income (loss) per share is based on the weighted average number of shares of Common Stock used for the basic net income (loss) per share calculation, adjusted for the dilutive effect of restricted stock units (“RSUs”), Warrants, and Incentive Units, if any, using the “treasury stock” method, the Series A Preferred Stock that is convertible into shares of Common Stock, and the Sponsor Earnout Shares that will fully vest upon certain stock price metrics being achieved. In addition, net income (loss) for diluted net income (loss) per share is adjusted for the after-tax impact of changes to the fair value of the Warrants, to the extent they are dilutive. As noted above, the Company accounted for the Closing as a reverse recapitalization. Net income (loss) per share calculations for all periods prior to the Closing have been retrospectively adjusted by the Exchange Ratio for the equivalent number of shares of Common Stock outstanding immediately after the Closing to effect the reverse recapitalization. Subsequent to the Closing, net income (loss) per share is calculated based on the weighted average number of shares of Common Stock outstanding. Collaboration Agreements The Company analyzes its collaboration arrangement to assess if it is within the scope of ASC Topic 808, Collaborative Agreements (“ASC 808”) by determining whether such an arrangement involves joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. If the Company concluded that it has a customer relationship with its collaborator, the collaboration arrangement would be accounted for under ASC 606. Stock-Based Compensation The Company accounts for its stock-based compensation in accordance with provisions of ASC 718, Compensation-Stock Compensation (“ASC 718”) at the grant date fair value. Legacy Bridger granted select board members and an executive incentive unit awards (“Incentive Units”) which contain service and performance vesting conditions. Compensation cost for Incentive Units is measured at their grant-date fair value and is equal to the value of the Legacy Bridger’s Class D Common shares, which is estimated using an option pricing model. Compensation cost for service-based units is recognized over the requisite service period on a straight-line basis. For performance related units, expense is recognized when the performance related condition is considered probable. In connection with the Closing, the Company along with the Board established and approved and assumed the Bridger Aerospace Group Holdings, Inc. 2023 Omnibus Incentive Plan (the “Plan”) which allowed the Company to grant RSUs to certain executives and senior management (the “Participants”) of the Company. Upon satisfying the vesting conditions, each RSU provides the Participants the right to receive one share of Common Stock. The fair value of RSUs is determined based on the number of shares granted and the quoted market price of the Common Stock on the date of grant. Compensation cost for the RSUs is recognized as the performance condition of the Closing of the transaction was met and over the requisite service period based on the graded-vesting method. The Company accounts for forfeitures as they occur. Stock-based compensation is included in Selling, general and administrative expense on the Unaudited Condensed Consolidated Statements of Operations. Advertising Expense Advertising costs are expensed as incurred and are included in Selling, general and administrative expense on the Unaudited Condensed Consolidated Statement of Operations. Advertising expense for the three months ended March 31, 2023 and 2022 was $ 24 thousand and $ 51 thousand, respectively. 14 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this ASU replace the incurred loss model for recognition of credit losses with a methodology that reflects expected credit losses over the life of the loan and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. The Company adopted this standard on January 1, 2023. The adoption of this standard did not have a significant impact on the Company’s unaudited condensed consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. This update modifies the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. In order to reduce complexity, an entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The Company adopted this standard on January 1, 2023. The adoption of this standard did not have a significant impact on the Company’s unaudited condensed consolidated financial statements. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and in January 2021, issued ASU No. 2021-01, Reference Rate Reform: Scope. These updates provide optional expedients and exceptions for applying US GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The optional guidance is provided to ease the potential burden of accounting for reference rate reform. The guidance is effective and could be adopted no later than December 31, 2022. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, to extend the temporary accounting rules under Topic 848 from December 31, 2022 to December 31, 2024. The Company is currently evaluating the impact of adopting the new accounting guidance on the Company’s unaudited condensed consolidated financial statements. Note 3 – Cash Equivalents and Investments in Marketable Securities The investments in marketable securities are classified as available-for-sale debt securities with short-term maturities of less than one year. The fair values, gross unrealized gains and losses of the available-for-sale securities by type are as follows: As of March 31, 2023 As of December 31, 2022 Carrying Value Cash equivalents Commercial paper $ — $ 29,890,313 Money market fund 2,025,399 12,640 Total cash equivalents $ 2,025,399 $ 29,902,953 Restricted cash Money market fund $ 9,381,562 $ 9,284,362 As of March 31, 2023 Purchase Price Unrealized Gains Unrealized Losses Fair Value Investment in marketable securities Commercial paper $ 13,421,156 $ 276,857 $ — $ 13,698,013 Corporate bonds and notes 9,924,092 36,043 — 9,960,135 Government securities 6,658,634 5,745 — 6,664,379 Total marketable securities $ 30,003,882 $ 318,645 $ — $ 30,322,527 15 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) As of December 31, 2022 Purchase Price Unrealized Gains Unrealized Losses Fair Value Investment in marketable securities Commercial paper $ 32,635,849 $ 277,674 $ — $ 32,913,523 Corporate bonds and notes 15,413,122 3,668 — 15,416,790 Government securities 6,658,634 — ( 8,791 ) 6,649,843 Total marketable securities $ 54,707,605 $ 281,342 $ ( 8,791 ) $ 54,980,156 The net unrealized gain included in total other comprehensive (loss) income for the three months ended March 31, 2023 is $ 319 thousand. The Company did not have investments in marketable securities during the three months ended March 31, 2022. The proceeds from sales of available-for-sale securities and gross realized gains included in earnings from sales of available-for-sale securities for the three months ended March 31, 2023 are $ 25,062 thousand and $ 259 thousand, respectively. The Company determines gains and losses using the first-in first-out method. For the three months ended March 31, 2023, $ 173 thousand has been reclassified out of accumulated other comprehensive income. There have been no impairments measured for the three months ended March 31, 2023 and March 31, 2022, respectively. Note 4 – Aircraft Support Parts Aircraft support parts consist of the following: As of March 31, 2023 As of December 31, 2022 Repairables and expendables $ 434,894 $ 1,734,292 Other support parts — 26,978 Total aircraft support parts $ 434,894 $ 1,761,270 Note 5 – Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: As of March 31, 2023 As of December 31, 2022 Prepaid insurance $ 1,882,782 $ 968,721 Prepaid subscriptions 1,090,397 770,724 Other current assets 103,294 95,587 Total prepaid expenses and other current assets $ 3,076,473 $ 1,835,032 Note 6 –Property, Plant and Equipment, Net Property, plant and equipment, net consist of the following: As of March 31, 2023 As of December 31, 2022 Aircraft $ 188,645,160 $ 160,113,061 Less: accumulated depreciation ( 17,794,943 ) ( 16,783,360 ) Aircraft, net 170,850,217 143,329,701 Construction-in-progress—Aircraft — 16,992,010 Buildings 16,522,454 16,519,231 Vehicles and equipment 2,871,841 2,810,560 Construction-in-progress - Buildings 15,219,361 13,780,316 Finance lease right-of-use-asset 130,378 130,378 Licenses 234,682 234,682 Less: accumulated depreciation ( 2,406,334 ) ( 1,705,465 ) Buildings and equipment, net 32,572,382 31,769,702 Total property, plant and equipment, net $ 203,422,599 $ 192,091,413 16 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) For the three months ended March 31, 2023, the Company recorded $ 1,005 thousand and $ 719 thousand of depreciation expense in Cost of revenu es and Selling, general and administrative expense, respectively. For the three months ended March 31, 2022, the Company recorded $ 1,004 thousand and $ 255 thousand of depreciation expense in Cost of revenues and Selling, general and administrative expense, respectively. For the three months ended March 31, 2023 and 2022, the Company recorded a gain on sale of assets of $ 1 thousand and a loss on disposals of assets related to the obsolescence of an aging aircraft of $ 781 thousand, respectively, in Selling, general and administrative expense on the Unaudited Condensed Consolidated Statements of Operations. For the three months ended March 31, 2023 and 2022, capitalized interest to equipment from debt financing was $ 393 thousand and $ 53 thousand, respectively. Aircraft that is currently being manufactured is considered construction in process and is not depreciated until the aircraft is placed into service. Aircraft that is temporarily not in service is not depreciated until placed into service. Note 7 – Goodwill and Intangible Assets, Net The Company’s goodwill originated from the acquisition of MA, LLC in April 2018. The carrying amount of goodwill was $ 2,458 thousand as of March 31, 2023 and December 31, 2022, respectively. There were no impairment charges recorded for goodwill for the three months ended March 31, 2023 and 2022. Intangible assets consisted of the following: As of March 31, 2023 Estimated Life (Years) Gross Carrying amount Accumulated Amortization Net Carrying Amount Licenses 10 $ 67,623 $ ( 48,867 ) $ 18,756 Internal-use software 3 296,675 ( 133,648 ) 163,027 Total intangible assets $ 364,298 $ ( 182,515 ) $ 181,783 As of December 31, 2022 Estimated Life (Years) Gross Carrying amount Accumulated Amortization Net Carrying Amount Licenses 10 $ 67,623 $ ( 47,177 ) $ 20,446 Internal-use software 3 296,675 ( 108,925 ) 187,750 Total intangible assets $ 364,298 $ ( 156,102 ) $ 208,196 Amortization expense for intangible assets and other noncurrent assets was $ 26 thousand and $ 8 thousand for the three months ended March 31, 2023 and 2022, respectively. Amortization expense is included in Selling, general and administrative expense on the Unaudited Condensed Consolidated Statements of Operations. 17 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) Note 8 – Other Noncurrent Assets Other noncurrent assets consisted of the following: As of March 31, 2023 As of December 31, 2022 Investment in Overwatch $ 1,000,000 $ 1,000,000 Operating lease right-of-use asset 636,355 671,054 Interest rate swap 1,152,383 1,407,135 Prepaid subscriptions 3,919,352 1,246,128 Other assets 31,908 31,908 Total other noncurrent assets $ 6,739,998 $ 4,356,225 Note 9 – Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following: As of March 31, 2023 As of December 31, 2022 Accrued salaries, wages, and bonuses $ 7,359,232 $ 6,515,774 Finance right-of-use liability 61,615 68,310 Accrued professional fees 612,111 2,291,469 Embedded derivative of Legacy Bridger Series C Preferred Shares — 1,039,330 Embedded derivative of Series A Preferred Stock 693,745 — Warrant liabilities 4,264,000 — Deferred underwriting fee payable 1,500,000 — Freestanding derivative on Legacy Bridger Series C Preferred Shares — 2,186,283 Excess hold fee payable on Series A Preferred Stock 2,236,842 — Accrued interest expense and other accrued liabilities 2,140,690 6,614,065 Total accrued expenses and other liabilities 18,868,235 18,715,231 Less: Current accrued expenses and other current liabilities ( 13,063,960 ) ( 18,669,572 ) Total long-term accrued expenses and other noncurrent liabilities $ 5,804,275 $ 45,659 The Company’s bonus pool was accrued throughout the year and was based upon 2022 performance milestones. On August 19, 2022, the Company also granted $ 10.1 million of discretionary cash bonuses to employees and executives in connection with the issuance of the Legacy Bridger Series C Preferred Shares, issuance of the taxable industrial development revenue bond transaction under the CUSIP of Gallatin County for $ 160,000 thousand (“2022 Bonds”) and execution of the Transaction Agreements. As of March 31, 2023, $ 3,087 thousand of the discretionary cash bonuses remained accrued and unpaid. Warrant liabilities The warrant liabilities consist of the following Warrants issued by the Company in connection the Reverse Recapitalization: Public Warrants The Company issued Public Warrants to purchase 17,250,000 shares of Common Stock at an exercise price of $ 11.50 per share in exchange for the 17,250,000 JCIC warrants originally issued by JCIC in its initial public offering. The Warrants may only be exercised for a whole number of shares of Common Stock. The exercise price and number of shares of Common Stock issuable upon exercise of the Warrants may also be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. In no event will the Company be required to net cash settle any Warrant. 18 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) The Warrants became exercisable 30 days following the Reverse Recapitalization and will expire January 24, 2028. Under certain circumstances, the Company may elect to redeem the Public Warrants at a redemption price of $ 0.01 per Public Warrant at any time during the term of the warrant in which the Common Stock trading price has been at least $ 18.00 per share for 20 trading days within the 30 trading-day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. If the Company elects to redeem the Public Warrants, it must notify the Public Warrant holders in advance, who would then have at least 30 days from the date of notification to exercise their respective warrants. If the warrant is not exercised within that 30-day period, it will be redeemed pursuant to this provision. The Company may also elect to redeem the outstanding Warrants at a redemption price of $ 0.10 per Warrant at any time during the term of the Warrant in which the Common Stock trading price is between $ 10.00 per share and $ 18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganization, recapitalizations and the like) for any 20 trading days within the 30 trading-day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. In such case, the Warrant holders will be able to exercise their Warrants on a cashless basis prior to the redemption for a number of shares of our Common Stock determined based on the redemption date and the fair market value of the Common Stock. As of March 31, 2023, the Company had 17,250,000 outstanding P ublic W arrants to purchase 17,250,000 shares of Common Stock. The Public Warrants are liability-classified with a balance of $ 2,760 thousand and a fair value of $ 0.16 per warrant as of March 31, 2023. Private Placement Warrants The Company issued Private Placement Warrants to purchase 9,400,000 shares of Common Stock at an exercise price of $ 11.50 per share in exchange for the 9,400,000 JCIC w arrants originally purchased in a private placement by JCIC Sponsor, LLC (“JCIC Sponsor”) contemporaneously with JCIC’s initial public offering. JCIC Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than JCIC Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. As of March 31, 2023, the Company had 9,400,000 outstanding Private Placement Warrants to purchase 9,400,000 shares of Common Stock. The Private Placement Warrants are liability-classified with a balance of $ 1,504 thousand and a fair value of $ 0.16 per warrant as of March 31, 2023. Note 10 – Interest Rate Swap and Freestanding Derivative Interest Rate Swap The Company assesses interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely affect expected future cash flows and by evaluating hedging opportunities. The Company entered an interest rate swap with Rocky Mountain Bank (“RMB”) on March 12, 2020 to reduce risk related to variable-rate debt from the term loan, which was subject to changes in market rates of interest as discussed in “Note 12 – Long-Term Debt.” The interest rate swap is designated as a cash flow hedge. The Company records its corresponding derivative asset on a gross basis in Other noncurrent assets at fair value on the Unaudited Condensed Consolidated Balance Sheets. Each month, the Company makes interest payments to RMB under its loan agreement based on the current applicable one-month LIBOR rate plus the contractual LIBOR margin then in effect with respect to the term loan, without reflecting the interest rate swap. At the end of each calendar month, the Company receives or makes payments on the interest rate swap difference, if any, based on the received interest rate set forth in the table below. Interest payments on the Company’s term loan and payments received or made on the interest rate swap are reported net on the Unaudited Condensed Consolidated Statements of Operations as interest expense. 19 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) The Company had the following interest rate swap designated as a cash flow hedge: As of March 31, 2023 Effective Date Maturity Date Notional Amount Fair Value Pay Fixed Receive Rate 4/15/2020 3/15/2030 $ 10,949,462 $ 1,152,383 3.887 % 1 Month LIBOR + 2.5% As of December 31, 2022 Effective Date Maturity Date Notional Amount Fair Value Pay Fixed Receive Rate 4/15/2020 3/15/2030 $ 11,110,484 $ 1,407,135 3.887 % 1 Month LIBOR + 2.5% The Company accounts for the interest rate swap as a cash flow hedge for accounting purposes under US GAAP. The Company reflects the effect of this hedging transaction in the unaudited condensed consolidated financial statements. The unrealized gain is reported in other comprehensive income. If the Company terminates the interest rate swap agreement, the cumulative change in fair value at the date of termination would be reclassified from Accumulated other comprehensive income, which is classified in stockholders’ deficit, into earnings on the Unaudited Condensed Consolidated Statements of Operations. No amounts were reclassified relating to the Company’s designated cash flow hedge during the three months ended March 31, 2023 and during the year ended December 31, 2022. Freestanding Derivative On April 9, 2022, JPMorgan Chase Funding Inc. (“JPMCF”) entered into a letter agreement with the Company to receive an excess hold fee of 5 % of the aggregate initial stated value of the Legacy Bridger Series C Preferred S hares held by JPMCF in excess of $ 157,894,736.84 as of March 15, 2023. The excess hold fee was considered a freestanding derivative instrument until March 15, 2023 and became a fee payable thereafter. The initial freestanding derivative and subsequent excess hold fee payable were recorded at fair value in Accrued expenses and other current liabilities on the Unaudited Condensed Consolidated Balance Sheets. As of March 31, 2023, the fair value of the fee payable is $ 2,237 thousand. As of December 31, 2022, the fair value of the freestanding derivative on Legacy Bridger Series C Preferred S hares was $ 2,186 thousand. Realized gains and losses arising from changes in fair value of the freestanding derivative are recorded in earnings. For the three months ended March 31, 2023, the Company recorded a realized loss of $ 51 thousand in interest expense on the Unaudited Condensed Consolidated Statement of Operations. Note 11—Fair Value Measurements Long-term debt, net of debt issuance costs As of March 31, 2023, the Company had $ 156,524 thousand of fixed rate and $ 51,164 thousand of variable rate debt outstanding, respectively. The majority of the fixed rate debt was entered into recently, and therefore, based on current market rates. The Company estimated the fair value of the fixed rate debt using quoted market prices (Level 2 inputs) within the fair value hierarchy. The variable rate debt approximates fair value based on the closing or estimated market prices of similar securities comparable to the Company’s debts as of March 31, 2023 and December 31, 2022. Debt financing activities and loan agreements are further described in “Note 12 – Long-Term Debt.” Recurring Fair Value Measurement Our cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and other current assets and liabilities (excluding derivative instruments) are carried at amounts which reasonably approximate their fair values due to their short-term nature. 20 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) The following tables summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: As of March 31, 2023 Level 1 Level 2 Level 3 Assets Cash $ 264,845 $ — $ — Cash equivalents: Money market fund 2,025,399 — — Total Cash and cash equivalents 2,290,224 — — Restricted cash: Money market fund 9,381,562 — — Other restricted cash 3,017,163 — — Total Restricted cash 12,398,725 — — Investments in marketable securities — 30,322,527 — Interest rate swap — 1,152,383 — Total assets $ 14,688,969 $ 31,474,910 $ — Liabilities Warrant liabilities – Public Warrants $ 2,760,000 $ — $ — Warrant liabilities – Private Placement Warrants — 1,504,000 — Excess hold fee payable on Series A Preferred Stock 2,236,842 — — Embedded derivative of Series A Preferred Stock — — 693,745 Total liabilities $ 4,996,842 $ 1,504,000 $ 693,745 As of December 31, 2022 Level 1 Level 2 Level 3 Assets Cash $ 259,522 $ — $ — Cash equivalents: Commercial paper — 29,890,313 — Money market fund 12,640 — — Total Cash and cash equivalents 272,162 29,890,313 — Restricted cash: Money market fund 9,284,362 — — Other restricted cash 3,012,789 — — Total Restricted cash 12,297,151 — — Investments in marketable securities — 54,980,156 — Interest rate swap — 1,407,135 — Total assets $ 12,569,313 $ 86,277,604 $ — Liabilities Freestanding derivative on Legacy Bridger Series C Preferred Shares $ — $ — $ 2,186,283 Embedded derivative of Legacy Bridger Series C Preferred Shares — — 1,039,330 Total liabilities $ — $ — $ 3,225,613 Interest Rate Swap and Freestanding Derivative The Company’s derivative financial instruments are measured at fair value on a recurring basis based on quoted market prices or using standard valuation models as described in “Note 10—Interest Rate Swap and Freestanding Derivative.” 21 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of our exposure to the financial risks described in “Note 2—Summary of Significant Accounting Policies.” The fair value of the Company’s interest rate swap agreement was determined based on the present value of expected future cash flows using discount rates appropriate with the terms of the swap agreement. The fair value indicates an estimated amount the Company would be required to receive if the contracts were canceled or transferred to other parties. The Company used a Level 2 valuation methodology to measure this interest rate swap. The fair value of the freestanding derivative was determined based on the present value of the excess hold fee expected to be owed on March 15, 2023, after taking into account the probability of such excess hold fee being outstanding on the same date. The excess hold fee was considered a freestanding derivative instrument until March 15, 2023 and became a fee payable thereafter, noted above as an excess hold fee payable on Series A Preferred Stock. The Company used a Level 3 valuation methodology to measure this freestanding derivative. As of March 31, 2023 the excess hold fee became a known, fixed payable and therefore is a Level 1 fair value measurement. Mandatorily Redeemable Legacy Bridger Series B Preferred Shares The Company’s mandatorily redeemable Legacy Bridger Series B Preferred Shares are measured at fair value based on capital contributions, plus accrued but unpaid interest. The Legacy Bridger Series B Preferred Shares were redeemed during the year ended December 31, 2022 as furthered discussed in “Note 18 – Mandatorily Redeemable Preferred Stock.” Embedded derivative of Legacy Bridger Series C Preferred Shares and Series A Preferred Stock The Company identified a redemption feature of the Legacy Bridger Series C Preferred Shares that required bifurcation from the host instrument as an embedded derivative liability, as discussed in “Note 17 – Mezzanine Equity.” The embedded derivative was initially valued and remeasured using a “with-and-without” method. The “with-and-without” methodology involved valuing the entire instrument both with and without the embedded derivative using a discounted cash flow approach. Under this methodology, the difference in the estimated fair value between the instrument with the embedded derivative and the instrument without the embedded derivative represents the estimated fair value of the embedded derivative. This valuation methodology is based on unobservable estimates and judgements, and therefore is classified as a Level 3 fair value measurement. The significant unobservable input used in the estimated fair value measurement of the embedded derivative is the timing for which the Company may be in default of certain financing facilities that would require an increase of 2 % interest per annum to be accrued by the holders of the Legacy Bridger Series C Preferred Shares. Legacy Bridger Series C Preferred Shares were re-issued as Series A Preferred Stock as part of the Closing, as further discussed in “Note 17 – Mezzanine Equity.” Commercial paper and Investments in marketable securities The fair values of the commercial paper and available-for-sale marketable securities are based on observable market prices, and therefore classified as a Level 2 fair value measurement. Refer to “Note 3 – Cash Equivalents and Investments in Marketable Securities” for additional details. Warrant Liabilities The Company issued Warrants in connection with the Reverse Recapitalization. The Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. The warrant liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value are recorded in earnings through Selling, general and administrative expense on the Consolidated Statement of Operations. The Public Warrants are publicly traded under the symbol “BAERW,” and the fair value of the Public Warrants at a specific date is determined by the closing price of the Public Warrants as of that date. Therefore, the Public Warrants are classified as Level 1 of the fair value hierarchy. The Public Warrants are redeemable at any time during the term of the warrant in which the Common Stock share trading price has been at least $ 18.00 per share for 20 trading days within the 30 trading-day period. JCIC Sponsor can redeem both the Private Placement Warrants and the Public Warrants when the stock price is between $ 10.00 to 22 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) $ 18.00 . As such, it is economically beneficial for the Company to redeem the Private Placement Warrants any time before the stock price crosses the $ 18.00 threshold. Therefore, the Warrants have similar economic value, hence Private Placement Warrants are deemed to have the same value as the Public Warrants and are classified Level 2 of the fair value hierarchy. Refer to “Note 9 – Accrued Expenses and Other Liabilities” for additional details. Non-Recurring Fair Value Measurements The Company measures certain assets at fair value on a non-recurring basis, including long-lived assets and goodwill and cost and equity method investments, which are evaluated for impairment. Long-lived assets include property, plant and equipment, net, and certain intangible assets. The inputs used to determine the fair value of long-lived assets are considered Level 3 measurements due to their subjective nature. As of March 31, 2023 and December 31, 2022, the Company did not have any significant assets or liabilities that were remeasured at fair value on a non-recurring basis in periods subsequent to initial recognition Note 12 – Long-Term Debt Long-term debt consisted of the following: As of March 31, 2023 As of December 31, 2022 Permanent loan agreement, dated August 21, 2020, greater of Prime + 1.5 % or 4.75 % interest rate, maturing August 21, 2035 $ 18,781,286 $ 18,852,476 Permanent loan agreement, dated October 1, 2020, greater of Prime + 1.5 % or 4.75 % interest rate, maturing October 1, 2035 18,844,246 18,924,229 Term loan agreement dated September 30, 2019, LIBOR + 2.5 %, maturing March 15, 2030 10,949,462 11,110,484 Term loan agreement dated February 3, 2020, LIBOR + 2.5 %, maturing February 3, 2027 4,231,500 4,371,000 Taxable industrial revenue bonds, dated July 21, 2022, 11.5 % interest rates, maturing September 1, 2027 160,000,000 160,000,000 Various term loan agreements, with earliest start at September 9, 2021, 5 - 5.5 % interest rates, latest maturation on November 17, 2027 299,841 317,073 Loans payable 213,106,335 213,575,262 Less: noncurrent debt issuance costs ( 4,423,024 ) ( 4,664,552 ) Less: current debt issuance costs ( 995,365 ) ( 993,157 ) Less: current portion of long-term debt, net of debt issuance costs ( 2,446,320 ) ( 2,445,595 ) Total long-term debt, net of debt issuance costs $ 205,241,626 $ 205,471,958 2020 Loan Agreements In 2020, the Company entered into two separate credit facilities brokered through Live Oak Bank (“LOB”) and backed by the U.S. Department of Agriculture (“USDA”) for the completed purchase of the Company’s first two Viking Air Limited (“Viking”) Cl415EAF aircraft. The Company issued two $ 19,000 thousand promissory notes to LOB, established as 15 -year maturity, first 2 years interest only payments monthly, then 13 -year term principal plus interest due monthly at the rate of the greater of prime plus 1.5 % or 4.75 % per annum. The first of these notes was issued on August 21, 2020 and the second was issued October 1, 2020 to BAT1, LLC and BAT2, LLC, respectively. Debt issuance costs for BAT1 and BAT2 were $ 951 thousand and $ 877 thousand, respectively. Both of these notes are subject to financial covenants requiring the Company to maintain a debt service coverage ratio (“DSCR”), generally calculated as the ratio of the net cash flow (as defined in the applicable note agreements) to the amount of interest and servicing fees required to be paid over the succeeding 12 months on the principal amount of the note, as applicable, that will be outstanding on the payment date following such date of determination, that exceeds 1.25 x at the aircraft or entity level and for the Company’s debt to worth ratio to not exceed 5.00 x at the aircraft or entity level. 23 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) On February 3, 2020, the Company entered into a credit facility with RMB to finance in part the purchase of four Quest Kodiak aircraft. A promissory note was issued for $ 5,580 thousand, established as a 7 -year maturity, first 8 months interest only payments monthly, 60 day draw period, then 76 -month term plus principal interest due monthly on a 10 -year amortization at the rate of 1 month LIBOR plus 2.5 %. Debt issuance costs for this loan was $ 86 thousand. The Company also maintained a credit facility with RMB issued in 2019 for $ 12,882 thousand, established as a 10 -year maturity, 6 -month draw period, first 6 months interest only payments monthly, then 10 -year term principal plus interest due monthly on a 20 -year amortization at the rate of 1 month LIBOR plus 2.5 %. Debt issuance costs for this loan were $ 116 thousand. Both of these notes with RMB are subject to financial covenants requiring the Company to maintain a debt service coverage ratio (“DSCR”), calculated as the ratio of adjusted EBITDA (as defined in the applicable note agreements) to the amount of interest and principal payments for the fiscal year ending on the compliance date, that exceeds 1.25 x for the Company. These notes are also subject to financial covenants requiring the Company to maintain a Senior Leverage Ratio on a quarterly basis not to exceed 7 .00 to 1.00 through Quarter 3, 2024, 6 .00 to 1.00 through Quarter 3, 2025 and 5 .00 to 1.00 thereafter. This is calculated as Total Funded Senior Debt (as defined in the applicable note agreements) less municipal debt, divided by adjusted EBITDA (as defined in the applicable note agreements). As of December 31, 2022, the Company was not in violation of the Senior Leverage Ratio requirement related to the credit facilities entered with RMB, as RMB amended the loan agreements prior to year-end. These amendments modified the definition of EBITDA to be used in the Senior Leverage Ratio calculation to include certain allowable addbacks and modified the timing requirement of the Senior Leverage Ratio. 2021 Loan Agreements On February 24, 2021, the Company issued taxable industrial development revenue bonds under the CUSIP of Gallatin County for $ 7,330 thousand (“2021 Bonds”). This was done through an offering of the first tranche of which the Company is approved to issue up to $ 160,000 thousand. These proceeds are designated to finance the construction and equipping of the Company’s third aircraft hangar in Belgrade, Montana. They were issued with a 15 -year maturity, first two years interest only payments monthly at the rate of 6.5 %. Debt issuance costs for this loan were $ 570 thousand. On July 21, 2022, upon the closing of the 2022 Bonds, the Company redeemed in full the 2021 Bonds, and recorded a loss of $ 845 thousand on debt extinguishment in Other (expense) income in the Condensed Consolidated Statements of Operations. The Company re-entered into a new short-term loan to finance aviation insurance premiums with IPFS on November 18, 2021. This was financed for $ 610 thousand with a maturity of one year and at a rate of 3.89 %. No debt issuance costs were incurred. The Company entered into six various term loan agreements for the purchase of vehicles through First Interstate Bank with the earliest date of September 9, 2021. These loans ranged from $ 29 thousand to $ 66 thousand and were at rates from 5 % to 5.5 % and at durations from 5 to 6 years, with the latest maturation on November 17, 2027 . 24 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) 2022 Loan Agreements The Company entered into two various term loan agreements for the purchase of vehicles through First Interstate Bank with the date of April 21, 2022. These loans ranged from $ 65 thousand to $ 72 thousand and were at a rate of 4.8 % and at a duration of 5 years, with the maturation on May 5, 2027 . On July 21, 2022, the Company closed on the 2022 Bonds, upon which the Company received from aggregate proceeds of $ 135,000 thousand on July 21, 2022 and $ 25,000 thousand on August 10, 2022. The proceeds were designated to redeem in full the 2021 Bonds and the Legacy Bridger Series A Preferred Shares, to finance the construction and equipping of the Company’s third and fourth aircraft hangar in Belgrade, Montana and to fund the purchase of additional CL415EAF aircraft. The 2022 Bonds mature on September 1, 2027 , with an annual interest rate of 11.5 % payable semiannually on March 1 and September 1 of each year , commencing on September 1, 2022. Debt issuance costs for the 2022 Bonds were $ 4,224 thousand. The 2022 Bonds are subject to redemption or prepayment prior to maturity, as follows: (a) optional redemption in whole or in part, on any day thereafter at par plus accrued interest, and on certain dates, a premium; (b) mandatory redemption at par plus any premium applicable to optional redemptions and a 3 % premium if such redemptions are made prior to September 1, 2025, in whole or in part, in the event of the occurrence of certain events; and (c) extraordinary redemption at par plus accrued interest due to the occurrence of certain casualty, condemnation, or other unexpected events. Optional redemptions are subject to 3 %, 2 %, and 0 % premiums if redemptions are made on or after September 1, 2025, September 2026, and September 2027, respectively. At the Company’s direction, the 2022 Bonds may be redeemed by Gallatin County at any time, at a redemption price equal to 100 % of the principal amount plus accrued interest upon the occurrence of certain events. The 2022 Bonds are subject to financial covenants requiring the Company to maintain a DSCR that exceeds 1.25 x commencing with the fiscal quarter ending December 31, 2023, operate in such a manner to produce gross revenues so as to be at all relevant times in compliance with the DSCR covenant and have $ 8,000 thousand in the form of cash or investments (excluding margin accounts and retirement accounts) at all times and to be reported. Amortization of debt issuance costs was $ 239 thousand and $ 45 thousand for the three months ended March 31, 2023 and March 31 2022, respectively. Note 13 – Commitments and Contingencies Legal Matters The Company is involved in legal proceedings and litigation in the ordinary course of business. Other than routine litigation incidental to the Company’s business, there are no material pending legal proceedings to which the Company is a party or to which any of the Company’s properties are subject. Commitments On April 13, 2018, the Company executed an aircraft purchase agreement with Longview Aviation Asset Management, Inc. and Viking for the purchase of six Viking CL415EAF aircraft. For the three months ended March 31, 2023, the Company paid $ 9,098 thousand and received its 6 th Viking CL415EAF, the remaining aircraft under the aircraft purchase agreement. Un-invoiced commitments were $ 18,196 thousand as of December 31, 2022. On January 21, 2021, the Company entered into a statement of work with Viking to provide a Supplemental Structural Life Management Program (“SSLMP”) Subscription. This program is a 5-year subscription service providing the Company with a structural program for the 6 CL415EAF purchased aircraft to meet contractual inspection requirements from the US Forest Service. The undiscounted cost of the program will be $ 3,500 thousand payable through the delivery of the 6 th aircraft, the first payment of which was due and paid January 2021, and the final payment paid February 2023. 25 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) On March 23, 2022, the Company entered into a statement of work with Sievert Construction, Inc (“Sievert”) for the construction of a hangar at the Bozeman Yellowstone International Airport in Belgrade, Montana. Payments made under the agreement were $ 359 thousand for the three months ended March 31, 2023. Un-invoiced commitments were $ 2,467 thousand and $ 3,756 thousand as of March 31, 2023 and December 31, 2022, respectively. As of March 31, 2023, future payments related to the construction of the hangar are as follows: As of March 31, 2023: Hangar Remainder of 2023 $ 2,467,073 2024 — 2025 — 2026 — 2027 — Thereafter — Total $ 2,467,073 Note 14 – Collaborations On February 22, 2022, the Company entered into a collaboration agreement (the “Collaboration Agreement”) with Overwatch Imaging, Inc. (“Overwatch”), a Delaware corporation, under which the Company and Overwatch collaborate to develop and implement FireTrac. FireTrac is a program in which the Company will collect timely imagery of areas affected by wildland fire using Overwatch’s products and services. Overwatch agrees to provide the products and services at a discount to the Company under the Collaboration Agreement. Overwatch’s products and services under the Collaboration Agreement include, but not limited to, imaging systems, software engineer labor related to software-as-a-service support, labor related to sensor operations, and cloud-based image data web service. In exchange, the Company agrees to pay Overwatch a 7.5 % share of revenue from FireTrac on a quarterly basis. As stipulated under the Collaboration Agreement, FireTrac is not expected to generate revenue until the second quarter of 2023. The Collaboration Agreement will end upon termination by (i) a mutual agreement between the Company and Overwatch, (ii) either or both parties upon revenue payment to Overwatch not meeting certain thresholds stipulated in the Collaboration Agreement within the second, third, or fourth anniversary of the effective date of the Collaboration Agreement, or (ii) either party upon a material breach of the Collaboration Agreement uncured within thirty (30) days after written notice from the non-breaching party. The Company determined that both the Company and Overwatch are active participants and exposed to the significant risks and rewards of the collaboration under the Collaboration Agreement. The Company does not consider its obligations under the Collaboration Agreement as an output of the Company’s ordinary activities in exchange for consideration and Overwatch is not considered a customer under ASC 606. Therefore, the Company considers the collaboration to be within the scope of ASC 808. For the three months ended March 31, 2022, the Company recorded $ 432 thousand of purchases of imaging systems under the Collaboration Agreement in Property, plant and equipment, net, and did no t make any purchases during the three months ended March 31, 2023. For the three months ended March 31, 2023, the Company recorded $ 11 thousand of engineering services provided by Overwatch under the Collaboration Agreement in Selling, general and administrative expense. 26 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) Note 15 – Stock-Based Compensation Incentive Units During the years ended December 31, 2022 and 2021, Legacy Bridger granted Incentive Units to selected board members and executives. Within each grant, 80 % of the Incentive Units vest annually over a four year period subject to continued service by the grantee (the “Time-Vesting Incentive Units”), and the remaining 20 % of the Incentive Units vest upon a qualifying change of control event (the “Exit-Vesting Incentive Units”). Notwithstanding the above, any unvested Time-Vesting Incentive Units will become vested if a qualifying change of control event occurs prior to the respective award’s four-year service-based vesting period. Upon termination of the board member or executive, the Company has the right, but not the obligation, to repurchase all or any portion of the vested Incentive Units at fair market value. For the Time-Vesting Incentive Units, compensation cost is recognized over the requisite service period on a straight-line basis. Upon a qualifying change of control event, the unrecognized compensation expense related to the Time-Vesting Incentive Units will be recognized when the change of control event is considered probable. For the Exit-Vesting Incentive Units, expense is recognized when a qualifying change of control event is considered probable, which has not occurred as of March 31, 2023. Forfeitures are accounted for as they occur. Compensation cost for the Incentive Units is measured at their grant-date fair value. The fair value of the Incentive Units is derived through an option pricing model , which incorporates various assumptions. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the observed equity volatility for comparable companies. The expected time to liquidity event is based on management’s estimate of time to an expected liquidity event. The dividend yield was based on the Company’s expected dividend rate. The risk-free interest rate is based on U.S. Treasury zero-coupon issues. The weighted-average assumptions the Company used in the option pricing model for 2021 are as follows: Dividend yield (%) 0 Expected volatility (%) 46.5 Risk-free interest rate (%) 1.26 Term (in years) 5.00 Discount for lack of marketability (%) 30 Incentive Unit activity under the Plan for the period from January 1, 2022 to March 31, 2023 was as follows: Time-Vesting Incentive Units Exit-Vesting Incentive Units Number of Awards Weighted average grant date fair value Number of Awards Weighted average grant date fair value Unvested as of January 1, 2022 242,424 $ 0.15 80,808 $ 0.11 Granted — — — — Vested 80,808 0.11 — — Forfeited — — — — Unvested as of December 31, 2022 161,616 $ 0.17 80,808 $ 0.11 Granted — — — — Vested — — — — Forfeited — — — — Unvested as of March 31, 2023 161,616 $ 0.17 80,808 $ 0.11 27 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) For the three months ended March 31, 2023 and 2022, the Company recognized stock-based compensation expense related to incentive units of $ 2 thousand and $ 3 thousand within Selling, general and administrative expense on the Condensed Consolidated Statements of Operations, respectively. As of March 31, 2023, there was $ 25 thousand and $ 9 thousand of unrecognized compensation expense related to the unvested Time-Vesting Incentive Units and Exit-Vesting Incentive Units, respectively. As of December 31, 2022, there was $ 27 thousand and $ 9 thousand of unrecognized compensation expense related to the unvested Time-Vesting Incentive Units and Exit-Vesting Incentive Units, respectively. Restricted Stock Units In January 2023, in connection with the Closing, the Company and its Board established and approved and assumed the Plan, which allowed the Company to grant RSUs to certain executives and senior management (the “Participants”) of the Company. RSUs are settled in shares of Common Stock as the RSUs become vested. The RSUs accrue dividend equivalents associated with the underlying shares of Common Stock as the Company declares dividends. Dividends will be paid to holders of RSUs in cash upon the vesting date of the associated RSU and will be forfeited if the RSU does not vest. On January 24, 2023, the Company granted 6,581,496 RSUs, of which 2,400,354 RSUs vested immediately upon Closing and will settle on or after January 24, 2024. The fair value of the RSUs that vested immediately upon Closing is the closing stock price on the date of grant, subject to a discount for lack of marketability due to the post-vesting restrictions. The remaining 4,181,142 RSUs vest over a period ranging from three to six years , subject to the participant’s continued employment. The fair value of the RSUs that vest over time is the closing stock price on the date of grant. Upon vesting of the award, the Company will issue shares of Common Stock to the award holder. The following is a summary of RSU activity for the period ended March 31, 2023: Restricted Stock Units Number of Awards Weighted average grant date fair value Unvested as of December 31, 2022 — $ — Granted 6,581,496 9.76 Forfeited — — Vested ( 2,400,354 ) 9.00 Unvested as of March 31, 2023 4,181,142 $ 10.19 The total fair value of RSUs vested during the three months ended March 31, 2023 was $ 21,603 thousand. For the three months ended March 31, 2023, the Company recorded stock-based compensation expense related to RSUs of $ 25,597 thousand within Selling, general and administrative expense on the Unaudited Condensed Consolidated Statements of Operations. As of March 31, 2023, total compensation cost related to all RSUs not yet recognized was $ 38,612 thousand, which is expected to be recognized over a weighted-average period of 1.51 years. Note 16 – Related Party Transactions For the three months ended March 31, 2023, the Company earned $ 321,244 in revenues due to labor, maintenance and improvements to an aircraft under the ownership of Mr. Timothy Sheehy, the Chief Executive Officer. As of March 31, 2023, the Company had $ 321,244 in accounts receivable related to the revenues earned for the three months ended March 31, 2023. On July 21, 2022, the Company closed on the 2022 Bonds, upon which the Company received from aggregate proceeds of $ 135,000 thousand on July 21, 2022 and $ 25,000 thousand on August 10, 2022. In connection with the original issuance, three senior executives of the Company purchased approximately $ 10,000 thousand of the 2022 Bonds, which purchases were entered into on an arm’s length basis during the public offering for the 2022 Bond, and 28 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) on the same terms and conditions that were offered to all Bond purchasers. The Company paid $ 575 thousand in interest to these three bond holders during the three months ended March 31, 2023, and incurred approximately $ 284 thousand in interest for the three months ended March 31, 2023. Refer to “Note 12 – Long-Term Debt.” Note 17 – Mezzanine Equity Legacy Bridger Series C Preferred Shares On April 25, 2022, Legacy Bridger authorized and issued 315,789.473684 Legacy Bridger Series C Preferred Shares for aggregate proceeds of $ 288,516 thousand, net of issuance costs of $ 11,484 thousand. The Legacy Bridger Series C Preferred Shares ranked senior to Legacy Bridger’s common shares and ranked subordinate to Legacy Bridger Series A Preferred Shares, which were later redeemed in 2022, with respect to the distribution of assets upon liquidation or certain triggering events. The Legacy Bridger Series C Preferred Shares did not participate in earnings of Legacy Bridger and were non-voting shares. Prior to the consummation of the qualified public offering, the Legacy Bridger Series C Preferred S hares accrued interest daily at 7 % per annum for the first year, 9 % per annum for the second year and 11 % per annum thereafter and were compounded semi-annually at June 30 th and December 31 st of each year. Following the consummation of a qualified public offering, the Legacy Bridger Series C Preferred S hares were to accrue interest daily at 7 % per annum for the first 6 years, 9 % per annum for the seventh year and 11 % per annum thereafter, compounded semi-annually. Accrued interest for the Legacy Bridger Series C Preferred S hares was $ 15,344 thousand as of December 31, 2022 recorded to increase the redemption amount in mezzanine equity. Upon the Closing, Legacy Bridger surrendered and exchanged all 315,789.473684 issued and outstanding Legacy Bridger Series C Preferred Shares into 315,789.473684 shares of Series A Preferred Stock. The Company’s Certificate of Incorporation included provisions of the Legacy Bridger Series C Preferred Shares that were already in effect prior to the consummation of the Reverse Recapitalization . As a result of the Reverse Recapitalization , the maximum redemption value of the Company’s Series A Preferred Stock changed to approximately $ 332,659 thousand and excluded the 50 % multiplier which had historically been included in the maximum redemption value of Legacy Bridger Series C Preferred S hares. The Legacy Bridger Series C Preferred Shares were convertible at the election of the holder into shares of Legacy Bridger’s Class B common stock after the occurrence of certain specified events, including after a qualified public offering, without the payment of additional consideration by the holder into such number of Legacy Bridger Class B common stock as determined by dividing the original issue price, plus accrued interest by a conversion price in effect at the time of conversion. The conversion price of Legacy Bridger Series C Preferred Shares was initially equal to $ 12.929104 . The applicable conversion price was subject to future adjustments upon the occurrence of a qualified public offering. The Legacy Bridger Series C Preferred S hares were mandatorily redeemable by Legacy Bridger on April 25, 2032 at an amount dependent on whether the redemption occurs prior or following a qualified public offering. If the mandatory redemption occurs prior to the consummation of a qualified public offering, the redemption amount was equal to the stated value, plus the initial issue price multiplied by 50 %, plus accrued but unpaid interest. If the mandatory redemption occurs following the consummation of a qualified public offering, the redemption amount was equal to the stated value, plus accrued but unpaid interest. The Legacy Bridger Series C Preferred S hares were also redeemable upon certain triggering events outside of the control of Legacy Bridger. The redemption events include redemption by the holder after March 29, 2027 and prior to a qualified public offering, or a fundamental change in Legacy Bridger’s voting and governance structure such as the sale of Legacy Bridger or its subsidiaries representing more than 50 % of Legacy Bridger’s voting stock or a similar liquidity event. Given the conversion feature was considered substantive, the mandatory redemption date was not certain and the optional redemption was upon the occurrence of certain events that are considered not solely within Legacy Bridger’s control, the Legacy Bridger Series C Preferred Shares were classified as mezzanine equity. The Company identified certain conversion and redemption features that are required to be bifurcated from the host instrument as embedded derivative liabilities. The Legacy Bridger Series C Preferred S hares contained a clause which allow ed for an increase of 2 % interest per annum to be accrued by the holders of the Legacy Bridger Series C Preferred 29 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) S hares in the event of a default under certain financing facilities, including noncompliance with certain financial covenants, during the period from 30 days after the occurrence of such default until such default was cured or remediated. The Company expected to be exposed to the 2 % interest rate increase for no more than 2 months. As of December 31, 2022, the fair value of the embedded derivative was $ 1,039 thousand recorded as a liability in the Condensed Consolidated Balance Sheets and remeasured to fair value at each balance sheet date with changes in fair value recorded within Interest expense in the Condensed Consolidated Statements of Operations. The Company also entered into a letter agreement with JPMorgan Chase Funding Inc. (“JPMCF”) on April 9, 2022 to pay an excess hold fee of 5 % of the aggregate initial stated value of the Legacy Bridger Series C Preferred S hares held by JPMCF in excess of $ 157,894,736.84 as of March 15, 2023. Further details of the freestanding derivative and subsequent excess hold fee payable are described in “Note 10 – Interest Rate Swap and Freestanding Derivative.” The Company determined the fair value of the other features requiring bifurcation, both individually and in the aggregate were immaterial at inception and as of December 31, 2022. The fair value of these features will be assessed at each reporting date and will be recognized and remeasured at fair value, if material. As of December 31, 2022, it was probable that the Legacy Bridger Series C Preferred Shares may become redeemable at either the holder’s option on or after March 29, 2027 and prior to the consummation of a qualified public offering or in the event of a qualified public offering. The Company elected to recognize changes in redemption value immediately, adjusting the Legacy Bridger Series C Preferred Shares to the maximum redemption value at each reporting date. As of December 31, 2022, the Legacy Bridger Series C Preferred Shares were carried at their redemption value of $ 489,022 thousand. Series A Preferred Stock The Series A Preferred Stock are convertible at the election of the holders into shares of Common Stock, without the payment of additional consideration by the holders into such number of shares of Common Stock as determined by dividing the original issue price, plus accrued interest by a conversion price equal to $ 11 at the time of conversion. Shares of Series A Preferred Stock are mandatorily redeemable by the Company on April 25, 2032 at a redemption amount that is equal to the stated value, plus accrued but unpaid interest. Accrued interest for the Series A Preferred Stock was $ 4,274 thousand as of March 31, 2023. Shares of Series A Preferred Stock are also redeemable upon certain triggering events outside of the control of the Company. The triggering events include redemption by the holder on or after April 25, 2027, or a fundamental change in the Company’s voting and governance structure such as the sale of the Company or its subsidiaries representing more than 50 % of the Company’s voting stock or a similar liquidity event. As of the Closing Date and March 31, 2023, it is probable that the Series A Preferred Stock may become redeemable on April 25, 2032. The Company has elected to recognize changes in redemption value immediately, adjusting the preferred stock to the maximum redemption value at each reporting date. Upon Closing, the Series A Preferred Stock had both a carrying value and redemption value of $ 332,659 thousand, the 50 % multiplier, valued at $ 156,363 thousand, was removed. As of March 31, 2023, the Series A Preferred Stock had both a carrying value and redemption value of $ 336,933 thousand. Refer to table below. As of March 31, 2023 the fair value of the embedded derivative related to the event of default is $ 694 thousand recorded as a liability on the Unaudited Condensed Consolidated Balance Sheets and remeasured to fair value at each balance sheet date with changes in fair value recorded within Interest expense or income on the Unaudited Condensed Consolidated Statements of Operations. The Company determined the fair value of the other features requiring bifurcation, both individually and in the aggregate were immaterial at March 31, 2023. The fair value of these features will be assessed at each reporting date and will be recognized and remeasured at fair value, if material. Additionally, the reduction of the conversion price from $ 12.9 to $ 11 triggered a down round conversion feature embedded in the Series A Preferred Stock upon Closing. The Company recognized the value of the effect of a down round feature as a deemed dividend, increasing loss available to common stockholders in the computation of the net loss per share by approximately $ 48 million during the three months ended March 31, 2023. As of March 31, 2023, there are 30,264,501 shares of Common Stock issuable upon conversion. 30 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) Redeemable Series A Preferred Stock Shares Amounts Issued as of the Closing Date 315,789.473684 $ 332,658,947 Adjustment to maximum redemption value — 4,274,440 Balance as of March 31, 2023 315,789.473684 $ 336,933,387 Redeemable Legacy Bridger Series C Preferred Shares Shares Amounts Issuance of Legacy Bridger Series C Preferred S hares 315,789.473684 $ 288,332,735 Adjustment to maximum redemption value — 202,688,810 Balance as of December 31, 2022 315,789.473684 $ 489,021,545 Note 18 – Mandatorily Redeemable Preferred Shares Legacy Bridger Series B Preferred Shares Legacy Bridger had 60,000,000 Legacy Bridger Series B Preferred S hares issued and outstanding as of December 31, 2021 at $ 1.00 per share. The Legacy Bridger Series B Preferred S hares were non-voting and accrued interest at 17.5 % per annum, compounded quarterly. A mandatory redemption period was required for the Legacy Bridger Series B Preferred S hares plus their accrued interest in March of 2022. The shares were mandatorily redeemable by Legacy Bridger at an amount equal to the capital contribution, plus accrued but unpaid interest on the earlier of certain redemption events or March 31, 2022. The redemption events included the sale of Legacy Bridger or its subsidiaries representing more than 50 % of Legacy Bridger’s voting stock or assets, a qualified IPO or a similar liquidity event. The shares were redeemable at any time at the option of Legacy Bridger at a redemption price equal to face value, plus accrued, but unpaid interest. The shares had preference to the common shares of Legacy Bridger, were non-voting and did not participate in the earnings of Legacy Bridger. These Legacy Bridger Series B Preferred S hares accrued interest at 17.5 % annually, compounded quarterly. If not redeemed on or prior to March 31, 2022, the Legacy Bridger Series B Preferred Shares would have accrued interest at 21.5 % annually, compounded quarterly. As the Legacy Bridger Series B Preferred S hares were mandatorily redeemable at a specified date, the security was classified as a liability on the Unaudited Condensed Consolidated Balance Sheets. On April 25, 2022, Legacy Bridger used a portion of the proceeds from the issuance of the Legacy Bridger Series C Preferred S hares to redeem all 60,000,000 of Legacy Bridger’s outstanding Legacy Bridger Series B Preferred S hares for $ 69,999 thousand, inclusive of $ 9,999 thousand in accrued interest. There were no Legacy Bridger Series B Preferred S hares as of March 31, 2023 and December 31, 2022. Legacy Bridger Series A Preferred Shares Legacy Bridger was authorized to issue 10,500,000 shares of Series A-1 and A-2 preferred shares (the “Legacy Bridger Series A-1 and A-2 Preferred Shares”) with a par value of $ 0.001 share for $ 105,000 thousand. The Legacy Bridger Series A-1 and A-2 Preferred Shares ranked senior to Legacy Bridger’s common shares and Legacy Bridger Series C Preferred Shares with respect to distribution of assets upon liquidation or certain triggering events, but did not participate in earnings of Legacy Bridger. The Legacy Bridger Series A-1 and A-2 Preferred Shares were voting and non-voting shares, respectively. On April 25, 2022, Legacy Bridger used the proceeds from the issuance of the Legacy Bridger Series C Preferred S hares to redeem 4,444,444 shares of the Legacy Bridger Series A-1 and A-2 Preferred S hares for $ 100,000 thousand. The loss on redemption of $ 34,622 thousand was reflected as a reduction to Accumulated deficit on the Unaudited Condensed Consolidated Balance Sheets. 31 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) On April 25, 2022, Legacy Bridger and its investors included a new mandatory redemption provision requiring the Legacy Bridger Series A-1 and Series A-2 Preferred Shares to be redeemed on April 25, 2032. Due to the mandatory redemption provision, the Legacy Bridger Series A-1 and A-2 Preferred Shares have been reclassified from mezzanine equity to liability. Legacy Bridger elected the fair value option to measure the modification of the Legacy Bridger Series A-1 and A-2 Preferred Shares, recording a value of $ 132,331 thousand at modification. The modification of the Legacy Bridger Series A-1 and A-2 Preferred Shares have been accounted for as an extinguishment, with the change in fair value of $45,609 thousand recorded to Accumulated deficit on the Unaudited Condensed Consolidated Balance Sheets with no gain or loss recorded to net loss. The loss on extinguishment has been included in net loss attributable to common shareholders used to calculate net loss per share. The Legacy Bridger Series A-1 and A-2 Preferred Shares accrued interest on a liquidation preference defined as the combined capital contributions plus accrued preferred interest amounts at a rate of 12 % per annum. The Legacy Bridger Series A-1 and A-2 Preferred Shares were redeemable upon certain triggering events outside of the control of Legacy Bridger in the event of board expansion and deemed liquidation. Failure to pay the Legacy Bridger Series A-1 and A-2 Preferred Shares interest amount on a timely basis would trigger a board expansion event that provided the holders of the Legacy Bridger Series A-1 and A-2 Preferred Shares the option to obtain control of Legacy Bridger’s board of directors and initiate a triggering event. The triggering events included the sale of Legacy Bridger or its subsidiaries representing more than 50 % of Legacy Bridger’s voting stock or assets, a qualified IPO or a similar liquidity event. The Legacy Bridger Series A-1 and A-2 Preferred Shares were redeemable at any time at the option of Legacy Bridger at a redemption price equal to the greater of the product of the investment amount multiplied by 2.25 plus any indemnification amounts or aggregate liquidation preference. Legacy Bridger identified certain redemption features that would be required to be considered for bifurcation. Legacy Bridger elected the fair value option and as such, valued the host preferred shares and embedded features as one instrument. On July 21, 2022 and August 10, 2022, Legacy Bridger used the proceeds from the 2022 Bonds plus cash on hand to redeem in full the remaining 6,055,556 shares of the Legacy Bridger Series A-1 and A-2 Preferred Shares for aggregate proceeds of $ 136,250 thousand. The fair values of the Legacy Bridger Series A-1 and A-2 Preferred Shares were increased by $ 3,919 thousand from interest accrued since the modification on April 25, 2022 and no gain or loss were recorded to net loss upon extinguishment. There were no Legacy Bridger Series A Preferred S hares outstanding as of March 31, 2023 and December 31, 2022. Note 19 – Income Taxes As a result of the Reverse Recapitalization, the Company became the successor of Legacy Bridger, as discussed in “Note 1 – Organization and Basis of Presentation , ” which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Legacy Bridger’s net income or loss is allocated among the members in accordance with the Company’s operating agreement, and federal income taxes are not payable or provided for by Legacy Bridger. Members are taxed individually on their pro rata ownership share of Legacy Bridger’s earnings. Subsequent to the Reverse Recapitalization, the Company became the successor of Legacy Bridger. The Company is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to net taxable income or loss and any related tax credits of the Company. The effective tax rate was 0 % for three months ended March 31, 2023. The tax rate differs from the federal statutory rate as a result of the full valuation allowance recognized against the Company’s deferred tax assets. As a result of the Reverse Recapitalization, the Company recognized a deferred tax asset (“DTA”) to account for the difference between the Company’s book and tax basis in its investment in Legacy Bridger. Tax basis exceeds book basis largely because of the tax basis step-up created in various business and equity transactions prior to the Reverse Recapitalization. The Company expects to generate more deferred tax assets related to the issuance of stock-based compensation discussed in “Note 15 – Stock-Based Compensation” and federal net operating losses. 32 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine that it is more likely than not that the deferred tax assets will not be realized as the Company does not expect to generate sufficient taxable income in the near term. The Company’s income tax filings will be subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. federal, state and local income tax returns that may be subject to audit in future periods. No U.S. federal, state and local income tax returns are currently under examination by the respective taxing authorities. Note 20 – Net Income (Loss) Per Share Basic and diluted net income (loss) per share of Common Stock is calculated in accordance with ASC 260, Earnings per share. Net income (loss) per Common Stock – basic is calculated by dividing net income (loss) attributable to Common Stockholders by the weighted-average shares of Common Stock outstanding. Net income (loss) per Common Stock – diluted is based on the average number of shares of Common Stock used for the basic earnings per share calculation, adjusted for the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method and if-converted method, as applicable. Net income (loss) attributable to Common Stockholders – diluted is adjusted for the impact of changes in the fair value of the Public Warrants and Private Placement Warrants, to the extent they are dilutive. Earnings per share calculations for all periods prior to the Closing have been retrospectively adjusted by the Exchange Ratio for the equivalent number of shares outstanding immediately after the Closing to effect the reverse recapitalization. Subsequent to the Closing, net income (loss) per share is calculated based on the weighted average number of Common Stock outstanding. The following table sets forth the computation of the Company’s basic and diluted earnings (loss) per share: For the three months ended, March 31 (in USD, except share data) 2023 2022 Numerator—basic and diluted Net loss $ ( 44,684,938 ) $ ( 14,873,009 ) Series A Preferred Stock—adjustment for deemed dividend upon Closing ( 48,300,000 ) — Legacy Bridger Series A Preferred Shares—adjustment for redemption, extinguishment and accrued interest — ( 4,339,767 ) Series A Preferred Stock—adjustment to eliminate 50% multiplier 156,362,597 Series A Preferred Stock—adjustment to maximum redemptions value ( 4,274,439 ) — Net income (loss) attributable to Common Stockholders – basic and diluted $ 59,103,220 $ ( 19,212,776 ) Denominator—basic Weighted average Common Stock outstanding—Legacy Bridger shareholders 38,848,420 38,770,646 Weighted average Common Stock outstanding—Public shareholders 1,551,688 — Weighted average Common Stock outstanding—Sponsor and independent directors of JCIC 1,301,430 — Weighted average vested restricted stock units outstanding 1,786,930 — Weighted average Common Stock outstanding—basic 43,488,468 38,770,646 Denominator—diluted Weighted average Common Stock outstanding—basic 43,488,468 38,770,646 Weighted average effect of dilutive securities: Series A Preferred Stock 30,624,501 — Unvested Legacy Bridger Incentive Units 237,283 — Sponsor Earnout Shares 636,500 — Weighted average Common Stock outstanding—diluted 74,986,752 38,770,646 Basic and diluted net income (loss) per share Basic net income (loss) per Common Stock $ 1.36 $ ( 0.50 ) Diluted net income (loss) per Common Stock $ 0.79 $ ( 0.50 ) 33 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) The following table summarizes the potentially dilutive common shares that were excluded from diluted net loss per share computations because the effect would have been anti-dilutive (in thousands): For the three months ended, March 31 2023 2022 Shares excluded from diluted net income (loss) per share Unvested Restricted Stock Units 4,181,142 — Public Warrants 17,250,000 — Private Placement Warrants 9,400,000 — Unvested Legacy Bridger Incentive Units — 323,232 Note 21 – Stockholders’ Deficit For periods prior to the Closing, Legacy Bridger had Class A, Class B, Class C and Class D Common shares. As described in “Note 1—Organization and Basis of Presentation,” on January 24, 2023, we consummated the Reverse Recapitalization between Jack Creek Investment Corporation and Legacy Bridger. Subsequent to the Closing, the Company’s Common Stock is the only authorized and issued class of common stock. Legacy Bridger Common Shares Legacy Bridger had 30,000,000 Class A Common Shares issued and outstanding as of December 31, 2022. The holders of these shares were entitled to one vote for each share held of record on all matters submitted to a vote of our shareholders. These Class A Common Shares were issued to ElementCompany, LLC. Legacy Bridger had 9,756,130 Class B Common Shares issued and outstanding as of December 31, 2022 and 2021. The holders of these shares were entitled to one vote for each share held of record on all matters submitted to a vote of our shareholders. Legacy Bridger had 243,871 Class C Common Shares issued and outstanding as of December 31, 2022. Legacy Bridger also had 606,061 shares of Class D Common Shares issued and outstanding as of December 31, 2022. The Class C and Class D shares were non-voting shares. The voting power of Legacy Bridger followed the structure of the elected Board members with 3 designees from the holders of Class A Common Shares and 2 designees from the holders of Class B Common Shares. This was planned to remain in place while the holders of Class B Common Shares in aggregate held at least 10 % of the common shares outstanding and prior to any initial public offering, at which point voting power would change, based on the relevant shares outstanding. 34 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) Bridger Common Stock In connection with the Reverse Recapitalization , the Company issued 43,769,290 shares of Common Stock, of which 39,081,744 shares were issued to Legacy Bridger Common shareholders, 2,084,357 shares were issued to the public shareholders of JCIC and 2,603,189 shares were issued to JCIC Sponsor and independent directors of JCIC upon Closing. Of the shares issued to Legacy Bridger Common shareholders and JCIC Sponsor, 233,323 and 855,000 shares are subject to continuing vesting conditions, respectively. Holders of Common Stock are entitled to full economic rights, including the right to receive dividends when and if declared by the Board, subject to any statutory or contractual restrictions of the payment of dividends and any restrictions on the payment of dividends imposed by the vesting conditions of the unvested Common Stock. Each holder of Common Stock is entitled to one vote for each Common Stock held. Note 22 – Revision of Previously Issued Financial Statements The Company identified an immaterial error in its previously issued annual and interim financial statements. The error relates to accounting for the freestanding derivative instrument further described in the “Note 10 – Interest Rate Swap and Freestanding Derivative,” affecting annual financial statements as of and for the year ended December 31, 2022 and interim financial statements as of and for the six months ended June 30, 2022 and as of and for the nine months ended September 30, 2022. The impact of the error to prior periods’ financial statements were determined to be quantitatively and qualitatively immaterial. In order to improve the consistency and comparability of the financial statements, the Company has revised its previously issued annual and interim financial statements to correct the error. The below tables present line items for prior period impacted financial statements that have been affected by the following error, referred to as the “Revision”: (i) an error in the accounting for a freestanding instrument which requires separate accounting under ASC 815, Derivatives and Hedging related to Legacy Bridger Series C Preferred Shares’ features. As of December 31, 2022 As Previously Reported Impact of Revision As Revised Balance Sheets: Total assets $ 305,978,901 $ — $ 305,978,901 Accrued expenses and other current liabilities 16,483,289 2,186,283 18,669,572 Total current liabilities 22,120,721 2,186,283 24,307,004 Total liabilities 228,393,011 2,186,283 230,579,294 Legacy Bridger Series C Preferred Shares 489,021,545 — 489,021,545 Accumulated deficit ( 413,118,060 ) ( 2,186,283 ) ( 415,304,343 ) Total members’ deficit ( 411,435,655 ) ( 2,186,283 ) ( 413,621,938 ) Total liabilities, mezzanine equity and members’ deficit $ 305,978,901 $ — $ 305,978,901 For the year ended December 31, 2022 As Previously Reported Impact of Revision As Revised Statements of Operations: Interest expense $ ( 20,017,177 ) $ ( 2,709 ) $ ( 20,019,886 ) Net loss $ ( 42,121,959 ) $ ( 2,709 ) $ ( 42,124,668 ) Legacy Bridger Series C Preferred Shares adjustment for maximum redemption value ( 200,505,236 ) ( 2,183,574 ) ( 202,688,810 ) Net loss attributable to common shareholders $ ( 328,290,531 ) $ ( 2,186,283 ) $ ( 330,476,814 ) Net loss per share attributable to common shareholders – basic and diluted $ ( 8.15 ) $ ( 0.05 ) $ ( 8.20 ) 35 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) For the year ended December 31, 2022 As Previously Reported Impact of Revision As Revised Statements of Members’ Equity: Legacy Bridger Series C Preferred Shares adjustment for maximum redemption value $ ( 200,505,236 ) $ ( 2,183,574 ) $ ( 202,688,810 ) Net loss ( 42,121,959 ) ( 2,709 ) ( 42,124,668 ) Accumulated deficit ( 413,118,060 ) ( 2,186,283 ) ( 415,304,343 ) Accumulated other comprehensive income 1,678,497 — 1,678,497 Total members’ deficit $ ( 411,435,655 ) $ ( 2,186,283 ) $ ( 413,621,938 ) For the year ended December 31, 2022 As Previously Reported Impact of Revision As Revised Statements of Cash Flows: Cash Flows from Operating Activities: Net loss $ ( 42,121,959 ) $ ( 2,709 ) $ ( 42,124,668 ) Change in fair value of freestanding derivative — 2,709 2,709 Net cash used in operating activities ( 9,917,608 ) — ( 9,917,608 ) Net change in cash, cash equivalents, and restricted cash 25,198,494 — 25,198,494 Cash, cash equivalents and restricted cash and cash equivalents – end of period $ 42,459,626 $ — $ 42,459,626 Cash and cash equivalents – end of period $ 30,162,475 $ — $ 30,162,475 As of September 30, 2022 As Previously Reported Impact of Revision As Revised Balance Sheets: Total assets $ 320,554,139 $ — $ 320,554,139 Accrued expenses and other current liabilities 12,355,584 2,124,265 14,479,849 Total current liabilities 19,472,020 2,124,265 21,596,285 Total liabilities $ 226,008,817 $ 2,124,265 $ 228,133,082 Series C Preferred shares 483,385,214 — 483,385,214 Accumulated deficit ( 390,307,424 ) ( 2,124,265 ) ( 392,431,689 ) Total members’ deficit ( 388,839,892 ) ( 2,124,265 ) ( 391,036,037 ) Total liabilities, mezzanine equity and members’ deficit $ 320,554,139 $ — $ 320,554,139 36 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) For the nine months ended September 30, 2022 As Previously Reported Impact of Revision As Revised Statements of Operations: Interest expense $ ( 13,052,438 ) $ 59,309 $ ( 12,993,129 ) Net loss $ ( 25,117,707 ) $ 59,309 $ ( 25,058,398 ) Legacy Bridger Series C Preferred Shares adjustment for maximum redemption value ( 194,700,545 ) ( 2,183,574 ) ( 196,884,119 ) Net loss attributable to common shareholders $ ( 305,481,588 ) $ ( 2,124,265 ) $ ( 307,605,853 ) Net loss per share attributable to common shareholders – basic and diluted $ ( 7.58 ) $ ( 0.06 ) $ ( 7.64 ) For the nine months ended September 30, 2022 As Previously Reported Impact of Revision As Revised Statements of Members’ Equity: Legacy Bridger Series C Preferred Shares adjustment for maximum redemption value $ ( 194,700,545 ) $ ( 2,183,574 ) $ ( 196,884,119 ) Net loss ( 25,117,707 ) 59,309 ( 25,058,398 ) Accumulated deficit ( 390,307,424 ) ( 2,124,265 ) ( 392,431,689 ) Total members’ deficit $ ( 388,839,892 ) $ ( 2,124,265 ) $ ( 390,964,157 ) For the nine months ended September 30, 2022 As Previously Reported Impact of Revision As Revised Statements of Cash Flows: Cash Flows from Operating Activities: Net loss $ ( 25,117,707 ) $ 59,309 $ ( 25,058,398 ) Change in fair value of freestanding derivative — ( 59,309 ) ( 59,309 ) Net cash used in by operating activities ( 7,930,502 ) — ( 7,930,502 ) Net change in cash, cash equivalents, and restricted cash 89,107,304 — 89,107,304 Cash, cash equivalents and restricted cash and cash equivalents – end of period $ 106,368,436 $ — $ 106,368,436 Cash and cash equivalents – end of period $ 94,143,466 $ — $ 94,143,466 As of June 30, 2022 As Previously Reported Impact of Revision As Revised Balance Sheets: Total assets $ 309,603,293 $ — $ 309,603,293 Accrued expenses and other current liabilities 10,359,417 2,183,574 12,542,991 Total current liabilities 32,207,636 2,183,574 34,391,210 Total liabilities 209,837,425 2,183,574 212,020,999 Series C Preferred shares 477,741,883 — 475,558,309 Accumulated deficit ( 378,984,493 ) ( 2,183,574 ) ( 381,168,067 ) Total members’ deficit ( 377,976,015 ) ( 2,183,574 ) ( 380,159,589 ) Total liabilities, mezzanine equity and members’ deficit $ 309,603,293 $ — $ 309,603,293 37 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (All amounts in U.S. dollars, except as stated) For the six months ended June 30, 2022 As Previously Reported Impact of Revision As Revised Statements of Operations: Net loss $ ( 19,435,884 ) $ — $ ( 19,435,884 ) Legacy Bridger Series C Preferred Shares adjustment for maximum redemption value ( 189,057,208 ) ( 2,183,574 ) ( 191,240,782 ) Net loss attributable to common shareholders $ ( 294,156,428 ) $ ( 2,183,574 ) $ ( 296,340,002 ) Net loss per share attributable to common shareholders – basic and diluted $ ( 7.30 ) $ ( 0.06 ) $ ( 7.36 ) For the six months ended June 30, 2022 As Previously Reported Impact of Revision As Revised Statements of Members’ Equity: Legacy Bridger Series C Preferred Shares adjustment for maximum redemption value $ ( 189,057,208 ) $ ( 2,183,574 ) $ ( 191,240,782 ) Net loss ( 19,435,884 ) — ( 19,435,884 ) Accumulated deficit ( 378,984,493 ) ( 2,183,574 ) ( 381,168,067 ) Accumulated other comprehensive income 1,008,478 — 1,008,478 Total members’ deficit $ ( 377,976,015 ) $ ( 2,183,574 ) $ ( 380,159,589 ) Note 23 – Subsequent Events The Company evaluated its activities through the date of the filing of the Unaudited Condensed Consolidated Financial Statements. On April 7, 2023, the Company sold one of its five Twin Commander surveillance platforms for $ 0.7 million. 38 Table of Contents