What changed in this filing

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Item 1. Financial Statements

2024-08-13 compared with 2024-05-14 · 326 added, 192 removed, 790 unchanged (40% of the section changed)

3 unchanged sentences

($s in thousands, except par value amounts)

March 31, 2024 As of

June 30, 2024 As of

December 31, 2023

30 unchanged sentences

Series A Preferred Stock, $ 0.0001 par value;

315,789.473684 shares authorized, issued and outstanding at March 31, 2024 and December 31, 2023

315,789.473684 shares authorized, issued and outstanding at June 30, 2024 and December 31, 2023

367,225 354,840

2 unchanged sentences

1,000,000,000 shares authorized;

44,842,587 shares issued and outstanding at March 31, 2024;

53,157,874 shares issued and outstanding at June 30, 2024;

44,776,926 shares issued and outstanding at December 31, 2023

4 unchanged sentences

Total liabilities, mezzanine equity, and stockholders’ deficit $ 281,705 $ 273,470

1 Includes related party accounts receivable of $ 0.1 million as of March 31, 2024 .

2 Includes related party operating lease right-of-use assets of $ 6.0 million and $ 6.3 million as of March 31, 2024 and December 31, 2023, respectively.

3 Includes related party accounts payable of $ 0.6 million and $ 0.1 million as of March 31, 2024 and December 31, 2023, respectively.

4 Includes related party accrued interest expense of $ 0.1 million and $ 0.4 million as of March 31, 2024 and December 31, 2023, respectively.

5 Includes related party operating lease right-of-use current liabilities of $ 1.7 million as of March 31, 2024 and December 31, 2023.

6 Includes related party operating lease right-of-use noncurrent liabilities of $ 4.3 million and $ 4.6 million as of March 31, 2024 and December 31, 2023, respectively.

7 Includes related party debt of $ 10.0 million as of March 31, 2024 and December 31, 2023.

1 Includes related party operating lease right-of-use assets of $ 5.7 million and $ 6.3 million as of June 30, 2024 and December 31, 2023, respectively.

2 Includes related party accounts payable of $ 0.1 million and $ 0.1 million as of June 30, 2024 and December 31, 2023, respectively.

3 Includes related party accrued interest expense of $ 0.4 million as of June 30, 2024 and December 31, 2023, respectively.

4 Includes related party operating lease right-of-use current liabilities of $ 1.7 million as of June 30, 2024 and December 31, 2023, respectively.

5 Includes related party operating lease right-of-use noncurrent liabilities of $ 4.0 million and $ 4.6 million as of June 30, 2024 and December 31, 2023, respectively.

6 Includes related party debt of $ 9.0 million and $ 10.0 million as of June 30, 2024 and December 31, 2023, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

($s in thousands, except per share amounts)

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2024 2023 2024 2023

$ 13,014 $ 11,616 $ 18,521 $ 11,981

Cost of revenues:

2 unchanged sentences

Total cost of revenues 9,867 10,511 19,073 17,759

Gross loss ( 3,699 ) ( 6,883 )

Gross income (loss) 3,147 1,105 ( 552 ) ( 5,778 )

Selling, general and administrative expense 2

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Loss before income taxes ( 10,465 ) ( 19,022 ) ( 30,538 ) ( 63,707 )

Income tax expense ( 14 ) —

Income tax benefit 484 — 470 —

Net loss $ ( 9,981 ) $ ( 19,022 ) $ ( 30,068 ) $ ( 63,707 )

2 unchanged sentences

Series A Preferred Stock – adjustment to maximum redemptions value ( 6,196 ) ( 5,806 ) ( 12,385 ) ( 10,080 )

(Loss) earnings attributable to Common Stockholders - Basic and Diluted $ ( 26,276 ) $ 59,103

(Loss) earnings attributable to Common stockholders - basic $ ( 16,177 ) $ ( 24,828 ) $ ( 42,453 ) $ 34,275

Change in fair value of embedded derivative — — — 224

Dilutive adjustments to (Loss) earnings attributable to Common stockholders - basic — — — ( 97,982 )

Loss attributable to Common stockholders - diluted $ ( 16,177 ) $ ( 24,828 ) $ ( 42,453 ) $ ( 63,483 )

(Loss) earnings per share - basic $ ( 0.33 ) $ ( 0.55 ) $ ( 0.89 ) $ 0.77

(Loss) earnings per share - Diluted $ ( 0.55 ) $ 0.79

Loss per share - diluted $ ( 0.33 ) $ ( 0.55 ) $ ( 0.89 ) $ ( 0.84 )

Weighted average Common Stock outstanding – basic 48,326,688 45,388,892 47,964,465 44,443,930

Weighted average Common Stock outstanding – diluted 48,326,688 45,388,892 47,964,465 75,602,892

1 Includes related party revenues of $ 0.1 million and $ 0.3 million for the three months ended March 31, 2024 and 2023, respectively.

2 Includes related party cost of revenues of $ 1.0 million and $ 0.1 million for the three months ended March 31, 2024 and 2023, respectively.

3 Includes related party interest expense of $ 0.3 million for the three months ended March 31, 2024 and 2023.

1 Includes related party revenues of $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024, respectively, and $ 0.1 million and $ 0.4 million for the three and six months ended June 30, 2023, respectively.

2 Includes related party cost of revenues of $ 0.4 million and $ 1.4 million for the three and six months ended June 30, 2024, respectively, and $ 0.2 million and $ 0.3 million for the three and six months ended June 30, 2023, respectively.

3 Includes related party interest expense of $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2024, respectively, and $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2023, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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($s in thousands)

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

2024 2023 2024 2023

Net loss $ ( 9,981 ) $ ( 19,022 ) $ ( 30,068 ) $ ( 63,707 )

Other comprehensive income (loss), net of tax

Unrealized gain (loss) on derivative instruments 116 ( 272 )

Unrealized gain on investments in marketable securities — 319

Reclassification of realized loss (gain) on investments in marketable securities to earnings 30 ( 173 )

Total other comprehensive income (loss), net of tax 146 ( 126 )

Other comprehensive loss, net of tax

Unrealized (loss) gain on derivative instruments ( 22 ) 204 94 ( 68 )

Unrealized (loss) gain on investments in marketable securities — ( 28 ) — 291

Reclassification of realized (gain) loss on investments in marketable securities to earnings — ( 208 ) 30 ( 381 )

Total other comprehensive (loss) income, net of tax ( 22 ) ( 32 ) 124 ( 158 )

Comprehensive loss $ ( 10,003 ) $ ( 19,054 ) $ ( 29,944 ) $ ( 63,865 )

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2024

($s in thousands)

7 unchanged sentences

Net loss — — — — — ( 20,087 ) — ( 20,087 )

Unrealized gain on derivative instruments — — — — — — 116 116

Reclassification of realized loss on investments in marketable securities to earnings — — — — — — 30 30

Series A Preferred Stock adjustment to maximum redemptions value — 6,189 — — ( 6,189 ) — — ( 6,189 )

Sales of Common Stock through the at-the-market offering — — 33,798 — 168 — — 168

Costs related to the at-the-market offering — — — — ( 670 ) — — ( 670 )

Stock based compensation — — 31,863 — 5,873 — — 5,873

Balance at March 31, 2024 315,789 $ 361,029 47,266,165 $ 5 $ 83,953 $ ( 433,759 ) $ 1,133 $ ( 348,668 )

Net loss — — — — — ( 9,981 ) — ( 9,981 )

Unrealized loss on derivative instruments — — — — — — ( 22 ) ( 22 )

Unrealized gain on investments in marketable securities — — — — — — 319 319

Series A Preferred Stock adjustment to maximum redemptions value — 6,196 — — ( 6,196 ) — — ( 6,196 )

Sales of Common Stock through the registered direct offering — — 2,183,366 — 9,169 — — 9,169

Costs related to offerings — — — — ( 336 ) — — ( 336 )

Common Stock issued related to Ignis Acquisition — — 1,079,913 — 5,000 — — 5,000

Common Stock issued related to FMS Acquisition — — 3,728,945 1 19,022 — — 19,023

Repurchased shares for tax withholding — — ( 114,196 ) — ( 466 ) — — ( 466 )

Cancellation of vested restricted stock units — — ( 2,032,545 ) — — — — —

Stock based compensation — — 1,676,729 — 4,477 — — 4,477

Balance at June 30, 2024 315,789 $ 367,225 53,788,377 $ 6 $ 114,623 $ ( 443,740 ) $ 1,111 $ ( 328,000 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

BRIDGER AEROSPACE GROUP HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2023

($s in thousands)

Legacy Bridger

Series C Preferred

Shares / Series A

Preferred Stock Common Stock Additional

Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders' Deficit

Share Value Share Value

Balance at December 31, 2022 351,789 $ 489,022 39,081,744 $ 4 $ — $ ( 415,304 ) $ 1,678 $ ( 413,622 )

Net loss — — — — — ( 44,685 ) — ( 44,685 )

Unrealized loss on derivative instruments — — — — — — ( 272 ) ( 272 )

Unrealized gain on investments on marketable securities — — — — — — 319 319

Reclassification of realized gain on investments in marketable securities to earnings — — — — — — ( 173 ) ( 173 )

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Balance at March 31, 2023 351,789 $ 336,933 46,169,644 $ 5 $ 73,407 $ ( 381,033 ) $ 1,552 $ ( 306,069 )

Balance at December 31, 2023 315,789 $ 354,840 47,200,504 $ 5 $ 84,771 $ ( 413,672 ) $ 987 $ ( 327,909 )

Net loss — — — — — ( 19,022 ) — ( 19,022 )

Unrealized gain on derivative instruments — — — — — — 204 204

Reclassification of realized loss on investments in marketable securities to earnings — — — — — — 30 30

Unrealized loss on investments on marketable securities — — — — — — ( 28 ) ( 28 )

Reclassification of realized gain on investments in marketable securities to earnings — — — — — — ( 208 ) ( 208 )

Series A Preferred Stock adjustment to maximum redemptions value — 5,806 — — ( 5,806 ) — — ( 5,806 )

Sales of Common Stock through the at-the-market offering — — 33,798 — 168 — — 168

Costs related to the at-the-market offering — — — — ( 670 ) — — ( 670 )

Bonuses paid in Class A Common Stock — — 736,554 — 4,928 — — 4,928

Stock based compensation — — — — 6,449 — — 6,449

Balance at March 31, 2024 315,789 $ 361,029 47,266,165 $ 5 $ 83,953 $ ( 433,759 ) $ 1,133 $ ( 348,668 )

Balance at June 30, 2023 351,789 $ 342,739 46,906,198 $ 5 $ 78,978 $ ( 400,055 ) $ 1,520 $ ( 319,552 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

($s in thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cash Flows from Operating Activities:

Net loss $ ( 30,068 ) $ ( 63,707 )

Adjustments to reconcile net loss to net cash used in operating activities:

Loss (gain) on disposal of fixed assets 255 ( 1 )

Adjustments to reconcile net loss to net cash used in operating activities, net of acquisition:

Loss on disposal of fixed assets 237 392

Depreciation and amortization 3,288 4,986

Impairment of long-lived assets — 627

Stock-based compensation expense 10,350 32,046

Deferred tax benefit ( 490 ) —

Change in fair value of the Warrants ( 2,132 ) ( 533 )

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Sale of property, plant and equipment 505 814

Net cash (used in) provided by investing activities ( 214 ) 12,959

Cash acquired through acquisition 2,592 —

Net cash provided by investing activities 1,448 28,565

Cash Flows from Financing Activities:

Repayments on debt ( 1,466 ) ( 880 )

Payment of issuance costs for Common Stock in the at-the-market offering ( 324 ) —

Payment of issuance costs for Common Stock in offerings ( 674 ) —

Proceeds from issuance of Common Stock in the at-the-market offering 168 —

Proceeds from issuance of Common Stock in the registered direct offering 9,169 —

Payment of finance lease liability ( 13 ) ( 16 )

1 unchanged sentence

Proceeds from the Closing — 3,194

Net cash used in financing activities ( 896 ) ( 4,077 )

Restricted stock units settled in cash ( 466 ) —

Net cash provided by (used in) financing activities 6,718 ( 4,496 )

Effects of exchange rate changes — 1

Net change in cash, cash equivalents and restricted cash ( 14,392 ) ( 29,375 )

3 unchanged sentences

Cash and cash equivalents – end of the period $ 8,526 $ 845

1 Includes related party accounts receivable of $ 0.1 million and $ 0.3 million for the three months ended March 31, 2024 and 2023, respectively.

2 Includes related party accounts payable of $ 1.0 million and $ 0.1 million for the three months ended March 31, 2024 and 2023, respectively.

1 Includes related party accounts receivable of $ 0.4 million for the six months ended June 30, 2023.

2 Includes related party accounts payable of $ 0.1 million for the six months ended June 30, 2024.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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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, 2024, the Company owns fifteen aircraft, including six Viking CL-415EAFs (“Super Scoopers”), four Twin Commander surveillance platforms, four Daher Kodiak 100s (“Daher Kodiaks”) and one Pilatus PC-12 (“Pilatus”).

As of June 30, 2024, the Company owns fourteen aircraft, including six Viking CL-415EAFs (“Super Scoopers”), three Twin Commander surveillance platforms, four Daher Kodiak 100s (“Daher Kodiaks”), and one Pilatus PC-12 (“Pilatus”).

Liquidity and Going Concern

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This evaluation includes considerations related to the covenants contained in the Company’s loan agreements as well as the Company’s liquidity position overall.

As detailed in “Note 15 – Long-Term Debt” included in this Quarterly Report on Form 10-Q (the “Quarterly Report”), the Company’s municipal bond issuances by Legacy Bridger that closed in July and August 2022 (the “Series 2022 Bonds”) contain customary covenants and restrictions, including financial and non-financial covenants.

As detailed in “Note 15 – Long-Term Debt” included in this Quarterly Report on Form 10-Q (this “Quarterly Report”), the Company’s municipal bond issuances by Legacy Bridger that closed in July and August 2022 (the “Series 2022 Bonds”) contain customary covenants and restrictions, including financial and non-financial covenants.

The financial covenants require the Company to maintain a debt service coverage ratio (“DSCR”) that exceeds 1.25 x, operate in such a manner to produce gross revenues so as to be at all relevant times in compliance with the DSCR covenant and to maintain liquidity of $ 8.0 million in the form of unrestricted cash or investments (excluding margin accounts and retirement accounts) at all times.

Failure to comply with these covenants could result in an event of default, subject to certain exceptions.

For the three months ended March 31, 2024, the Company had an operating loss of $ 15.3 million, net loss of $ 20.1 million and net cash used in operating activities of $ 19.8 million.

In addition, as of March 31, 2024, the Company had unrestricted cash or investments of $ 6.8 million.

The Company is not in compliance with the DSCR covenant as of March 31, 2024 and management anticipates the Company will continue to not be in compliance with the DSCR covenant at future quarterly measurement periods in the next 12 months, primarily attributable to the seasonal nature of our business and a less intense 2023 wildfire season.

In addition, the Company is not in compliance with the $ 8.0 million minimum liquidity requirement as of March 31, 2024 and management anticipates that it may not be in compliance with the minimum liquidity requirement at future quarterly measurement periods in the next 12 months depending on the cash generated from its seasonal firefighting operations in 2024.

For the three and six months ended June 30, 2024, the Company had an operating loss of $ 4.8 million and $ 20.1 million, respectively, net loss of $ 10.0 million and $ 30.1 million, respectively, and net cash used in operating activities of $ 22.6 million for the six months ended June 30, 2024.

In addition, as of June 30, 2024, the Company had unrestricted cash and cash equivalents of $ 8.5 million.

The Company is not in compliance with the DSCR covenant as of June 30, 2024 and management anticipates the Company will continue to not be in compliance with the DSCR covenant at future quarterly measurement periods in the next 12 months, primarily attributable to the seasonal nature of our business and a less intense 2023 wildfire season.

The Company is in compliance with the $ 8.0 million minimum liquidity requirement as of June 30, 2024.

However, management anticipates that the Company may not be in compliance with the minimum liquidity requirement at future quarterly measurement periods in the next 12 months depending on the cash generated from its seasonal firefighting operations in 2024 and 2025.

The Series 2022 Bonds agreements provide that, with regard to covenant violations, other than non-payment of principal or interest, no event of default shall be deemed to have occurred so long as a reasonable course of action to remedy a violation commences within 30 days of written notice of non-compliance from the trustee and management diligently prosecutes the remediation plan to completion.

1 unchanged sentence

However, this plan is still in progress and there is no assurance that management will be able to diligently prosecute the remediation plan to completion.

Additionally, as described in further detail in “Note 22 – Subsequent Events,” the Company raised additional cash through a registered direct equity offering in April 2024 resulting in net cash proceeds of approximately $ 9.2 million.

However, depending on the cash generated from its seasonal firefighting operations in 2024, there may be periods in the next 12 months where the Company may not be in compliance with the $ 8.0 million minimum liquidity requirement.

The Company plans to seek additional cash funding through sales of our common stock through our at-the-market offering, described in further detail in “Note 18 – Stockholders' Deficit” included in this Quarterly Report.

Additionally, as described in further detail in “Note 18 – Stockholders’ Deficit,” the Company raised additional cash through a registered direct equity offering in April 2024 resulting in net cash proceeds of approximately $ 9.2 million.

However, depending on the cash generated from its seasonal firefighting operations in 2024 and 2025, there may be periods in the next 12 months where the Company may not be in compliance with the $ 8.0 million minimum liquidity requirement.

The Company may seek to raise additional cash through sales of Bridger’s common stock, par value $ 0.0001 (“Common Stock”), through our at-the-market offering, described in further detail in “Note 18 – Stockholders’ Deficit” included in this Quarterly Report, and other offerings.

Our ability to raise additional funds will depend on, among other factors, financial, economic and market conditions, many of which are outside of our control and there can be no assurance that we will be able to obtain additional funding on satisfactory terms or at all.

Current and anticipated noncompliance with financial covenants and uncertainty regarding the Company’s ability to diligently prosecute the cost reduction plan and maintain minimum liquidity requirements raise substantial doubt about the Company’s ability to continue as a going concern within 12 months following the issuance date of the condensed consolidated financial statements as of and for the three months ended March 31, 2024.

These condensed consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

6 unchanged sentences

however, the Company believes that the disclosures are adequate to prevent the information presented from being misleading.

In the opinion of management, all adjustments necessary to fairly present the financial position of the Company at March 31, 2024 and December 31, 2023, the results of the Company’s operations for the three months ended March 31, 2024 and 2023 and the Company’s cash flows for the three months ended March 31, 2024 and 2023 have been included and are of a normal, recurring nature except as otherwise disclosed.

Management also has evaluated the impact of events occurring after March 31, 2024 up to the date of issuance of these condensed financial statements, and these statements contain all necessary adjustments and disclosures resulting from that evaluation.

Due to seasonal fluctuations and other factors, the Company’s operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or for any future period.

The condensed financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

In the opinion of management, all adjustments necessary to fairly present the financial position of the Company at June 30, 2024 and December 31, 2023, the results of the Company’s operations for the three and six months ended June 30, 2024 and 2023 and the Company’s cash flows for the three and six months ended June 30, 2024 and 2023 have been included and are of a normal, recurring nature except as otherwise disclosed.

Management also has evaluated the impact of events occurring after June 30, 2024 up to the date of issuance of these condensed financial statements, and these statements contain all necessary adjustments and disclosures resulting from that evaluation.

Due to seasonal fluctuations and other factors, the Company’s operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or for any future period.

Reverse Recapitalization

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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 Common Stock consideration of approximately 0.96246 (the “Exchange Ratio”), rounded down to the nearest share for each holder;

• the surrender and exchange of all 606,061 Legacy Bridger incentive units (“Incentive Units”) into 583,308 shares of Common Stock, at a deemed value of $ 10.00 per share as adjusted by the per share Common Stock 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 Common Stock at a deemed value of $ 10.00 per share as adjusted by the Exchange Ratio, rounded down to the nearest share for each holder;

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NFMS, LLC was determined to be a VIE primarily due to the entity’s lack of sufficient equity investment at risk and the Company was determined to be the primary beneficiary of the VIE primarily attributable to the Company’s responsibility for all decisions related to NFMS, LLC’s expenditures.

Accordingly, NFMS, LLC has been consolidated by the Company for the three months ended March 31, 2024 and 2023 and the year ended December 31, 2023, and all intercompany expenses associated with NFMS, LLC and its service agreement have been eliminated in consolidation.

For the three months ended March 31, 2024 and 2023, NFMS, LLC’s assets and liabilities were immaterial to the Company’s financial statements.

Accordingly, NFMS, LLC has been consolidated by the Company for the three and six months ended June 30, 2024 and 2023 and the year ended December 31, 2023, and all intercompany expenses associated with NFMS, LLC and its service agreement have been eliminated in consolidation.

For the three and six months ended June 30, 2024 and 2023, NFMS, LLC’s assets and liabilities were immaterial to the Company’s financial statements.

Bridger Aerospace Europe, S.L.U.

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However, neither entity is consolidated in the consolidated financial statements as the Company does not have a controlling financial interest in MAB and the Company is not the primary beneficiary of BAE.

Accordingly, neither of these entities have been consolidated in the consolidated financial statements of the Company for the three months ended March 31, 2024 and the year ended December 31, 2023.

Accordingly, neither of these entities have been consolidated in the consolidated financial statements of the Company for the three and six months ended June 30, 2024 and the year ended December 31, 2023.

Refer to “Note 16 – Commitments and Contingencies” included in this Quarterly Report for additional details.

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The Company maintains an allowance for doubtful accounts equal to the estimated losses expected to be incurred based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions.

For the three months ended March 31, 2024 and 2023, the Company did not record any bad debt expense as accounts receivable have historically been collected in accordance with the policy and there is no history of write-offs.

For the three and six months ended June 30, 2024 and 2023, the Company did not record any bad debt expense as accounts receivable have historically been collected in accordance with the policy and there is no history of write-offs.

Note receivable consists of a promissory note to pay a specific sum, with interest, within a defined period.

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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, 2024 and December 31, 2023, the Company recorded $ 18.6 million and $ 18.0 million to Stockholders’ deficit in the Condensed Consolidated Balance Sheets, respectively.

For the three months ended March 31, 2023, the Company recorded $ 0.5 million to Selling, general and administrative expense in the Condensed Consolidated Statements of Operations.

As of June 30, 2024 and December 31, 2023, the Company recorded $ 19.6 million and $ 18.0 million to Stockholders’ deficit in the Condensed Consolidated Balance Sheets, respectively.

For the three and six months ended June 30, 2023, the Company recorded zero and $ 0.5 million, respectively, to Selling, general and administrative expense in the Condensed Consolidated Statements of Operations.

Revenue Recognition

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The Company has elected to use the practical expedient detailed in ASC 340-40, Other Assets and Deferred Costs—Contracts with Customers , 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.

Our contract assets include costs and estimated earnings in excess of billings as well as amounts due under contractual provisions.

Costs and estimated earnings in excess of billings represent amounts earned and reimbursable under contracts and have a conditional right for billing and payment such as achievement of milestones or completion of the project.

Contract assets are recorded as unbilled receivable within Accounts and note receivable in the Condensed Consolidated Balance Sheets.

When the right to consideration is unconditional, which is when payment is due only upon the passage of time and the Company has invoiced customers for performance obligations that have been satisfied, contract assets are considered to be accounts receivable.

Contract liabilities are recorded when cash payments are received or due in advance of performance and are recorded as deferred revenue within Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

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The Company considers itself the principal in these arrangements as we control the timing and nature of the services ultimately provided by the third-party to the customer.

Other services and Other revenue presented in the tables below for the three months ended March 31, 2024 includes $ 1.0 million of return-to-service revenue associated with the Spanish Scoopers.

Other services and Other revenue presented in the tables below for the three and six months ended June 30, 2024 includes $ 1.8 million and $ 2.8 million, respectively, of return-to-service revenue associated with the Spanish Scoopers.

This revenue is recognized over time using a cost-to-cost measure because it best depicts the transfer of value to the customer and also correlates with the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised services to the customer.

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The following table presents the disaggregation of revenue by service:

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

$s in thousands 2024 2023 2024 2023

4 unchanged sentences

The following table presents the disaggregation of revenue by type:

For the Three Months Ended March 31,

For the Three Months Ended June 30, For the Six Months Ended June 30,

$s in thousands 2024 2023 2024 2023

4 unchanged sentences

Concentration Risk

For the three months ended March 31, 2024, the Company had two customers who individually accounted for 69 % and 19 % of total revenues, respectively.

For the three months ended March 31, 2023, the Company had two customers who individually accounted for 88 % and 12 % of total revenues, respectively.

As of March 31, 2024, two customers accounted for 82 % and 13 % of accounts receivable, respectively.

For the three months ended June 30, 2024, the Company had three customers who individually accounted for 61 %, 20 %, and 14 % of total revenues, respectively.

For the six months ended June 30, 2024, the Company had three customers who individually accounted for 63 %, 16 %, and 15 % of total revenues, respectively.

For the three months ended June 30, 2023, the Company had three customers who individually accounted for 41 %, 30 %, and 27 % of total revenues, respectively.

For the six months ended June 30, 2023, the Company had three customers who individually accounted for 39 %, 30 %, and 26 % of total revenues, respectively.

As of June 30, 2024, two customers accounted for 40 % and 33 % of accounts receivable, respectively.

As of December 31, 2023, three customers accounted for 39 %, 34 % and 19 % of accounts receivable, respectively.

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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.

Income tax benefit, 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.

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Basic (loss) earnings per share is based on the weighted average number of shares of Common Stock outstanding during the period.

Diluted (loss) earnings per share is based on the weighted average number of shares of Common Stock used for the basic (loss) earnings 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, (loss) earnings for diluted (loss) earnings per share is adjusted for the after-tax impact of changes to the fair value of the Warrants, to the extent they are dilutive.

Diluted loss per share is based on the weighted average number of shares of Common Stock used for the basic (loss) earnings 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, loss for diluted 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.

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Recently Issued Accounting Pronouncements

In October 2023, the FASB issued ASU No.

2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative .

This update modifies the disclosure or presentation requirements of a variety of topics in the codification.

The effective date for each amendment will be the date on with the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective.

Early adoption is prohibited.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

This update enhances the transparency and decision usefulness of income tax disclosures to provide investors information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

This new guidance is effective for the Company for its fiscal years beginning after December 15, 2024.

The Company is currently evaluating the impact of adopting the new accounting guidance on the Company’s condensed consolidated financial statements.

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The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

This new guidance is effective for the Company for its fiscal years beginning after December 15, 2024.

In October 2023, the FASB issued ASU No.

2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative .

This update modifies the disclosure or presentation requirements of a variety of topics in the codification.

The effective date for each amendment will be the date on with the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective.

Early adoption is prohibited.

The Company is currently evaluating the impact of adopting the new accounting guidance on the Company’s condensed consolidated financial statements.

NOTE 3 – SUPPLEMENTAL CASH FLOW INFORMATION

For the Three Months Ended March 31,

For the Six Months Ended June 30,

$s in thousands 2024 2023

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Non-cash operating and financing activities:

Issuance costs for ATM offering included in accounts payable, accrued expense and other liabilities $ 346 $ —

Offering costs included in accounts payable, accrued expense and other liabilities $ 332 $ —

Purchase consideration of Ignis acquisition paid in Common Stock ( Note 12 )

Purchase consideration of FMS acquisition paid in Common Stock 19,023 —

Assumption of JCIC liabilities — 7,464

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Cancellation of deferred underwriting fee — 1,500

Recognition of new right-of-use asset and corresponding operating lease liability — 1,093

Bonuses paid in Common Stock — 4,928

Deferred offering costs included in accrued expenses and other current liabilities — 388

NOTE 4 – CASH EQUIVALENTS AND INVESTMENTS IN MARKETABLE SECURITIES

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The fair values, gross unrealized gains and losses of the available-for-sale securities by type are as follows:

March 31, 2024 As of

June 30, 2024 As of

December 31, 2023

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Total marketable securities $ 999 $ 10 $ — $ 1,009

The net unrealized gain included in accumulated other comprehensive income for the three months ended March 31, 2024 and 2023 is zero and $ 0.3 million, respectively.

The proceeds from sales of available-for-sale securities and gross realized gains included in earnings for the three months ended March 31, 2024 and 2023 are $ 1.1 million and $ 25.1 million, respectively, and $ 16,000 and $ 0.3 million, respectively.

The net unrealized gain included in Accumulated other comprehensive income for the three and six months ended June 30, 2024 is zero , respectively.

The net unrealized (loss) gain included in Accumulated other comprehensive income for the three and six months ended June 30, 2023 is $( 28,000 ) and $ 0.3 million, respectively.

The proceeds from sales of available-for-sale securities and gross realized gains included in earnings for the six months ended June 30, 2024 and 2023 are $ 1.1 million and zero , respectively, and $ 42.7 million and $ 0.4 million, respectively.

The Company determines gains and losses using the first-in first-out method.

For the three months ended March 31, 2024 and 2023, the Company reclassified out of accumulated other comprehensive income a loss of $ 30,000 and a gain of $ 0.2 million, respectively.

The (gain) loss reclassified out of Accumulated other comprehensive income for the three and six months ended June 30, 2024 is zero and $ 30,000 , respectively.

The gain reclassified out of Accumulated other comprehensive income for the three and six months ended June 30, 2023 was $ 0.2 million and $ 0.4 million, respectively.

NOTE 5 – ACCOUNTS AND NOTE RECEIVABLE

Accounts and note receivable consist of the following:

$s in thousands As of March 31,

$s in thousands As of June 30,

2024 As of December 31,

Trade accounts receivable $ 11,408 $ 681

Unbilled receivable 1,023 —

Note receivable — 3,000

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Total accounts and note receivable $ 12,690 $ 4,113

Unbilled receivable consists of earned revenue that has not yet been billed.

In September 2023, the Company entered into a secured promissory note in the amount of $ 3.0 million.

This note accrued interest at a rate of 8.5 % per annum and was paid in January 2024.

Other receivables consists primarily of value-added taxes paid in 2023 and expected to be refunded in 2024.

Other receivable consists primarily of value-added taxes paid in 2023 and expected to be refunded in 2024.

NOTE 6 – AIRCRAFT SUPPORT PARTS

Aircraft support parts consist of the following:

$s in thousands As of March 31,

$s in thousands As of June 30,

2024 As of December 31,

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Prepaid expenses and other current assets consist of the following:

$s in thousands As of March 31,

$s in thousands As of June 30,

2024 As of December 31,

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Property, plant and equipment, net consist of the following:

$s in thousands As of March 31,

$s in thousands As of June 30,

2024 As of December 31,

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Licenses 235 235

Capitalized software and development costs 30 —

Accumulated depreciation ( 4,251 ) ( 3,195 )

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Total property, plant and equipment, net $ 195,391 $ 196,611

For the three months ended March 31, 2024, the Company recorded $ 0.9 million and $ 0.4 million of depreciation expense in Cost of revenues and Selling, general and administrative expense, respectively.

For the three months ended March 31, 2023, the Company recorded $ 1.0 million and $ 0.7 million of depreciation expense in Cost of revenues and Selling, general and administrative expense, respectively.

For the three months ended March 31, 2024 and 2023, capitalized interest to property, plant and equipment from debt financing was zero and $ 0.4 million, respectively.

For the three and six months ended June 30, 2024, the Company recorded $ 1.6 million and $ 2.5 million of depreciation expense in Cost of revenues, respectively, and $ 0.3 million and $ 0.7 million of depreciation expense in Selling, general and administrative expense, respectively.

For the three and six months ended June 30, 2023, the Company recorded $ 3.0 million and $ 4.0 million of depreciation expense in Cost of revenues, respectively, and $ 0.2 million and $ 0.9 million of depreciation expense in Selling, general and administrative expense, respectively.

Aircraft are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.

In 2023, the Company noted that increasing maintenance costs associated with one of our Twin Commander aircraft indicated that these aircraft were not viable contract operating planes, resulting in anticipated cash flow losses as a result of being unable to generate revenues from these aircraft.

The Company believes the lack of cash flow and continued maintenance expenditures render the carrying amount of the aircraft unrecoverable.

For the three and six months ended June 30, 2024, the Company recorded no impairment charges.

For the three and six months ended June 30, 2023, the Company recorded associated impairment charges of $ 0.6 million in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations, respectively.

For the three and six months ended June 30, 2024, the Company recorded losses on disposal of assets of zero and $ 0.2 million, respectively, in Selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

For the three and six months ended June 30, 2023, the Company recorded losses on disposal of assets of $ 0.3 million and $ 0.4 million, respectively, in Selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

For the three and six months ended June 30, 2023, capitalized interest to property, plant and equipment from debt financing was $ 0.4 million and $ 0.8 million, respectively.

NOTE 9 – ACQUISITION ACTIVITY

2024 Acquisition Activity

On June 28, 2024, the Company completed the acquisition of all the equity interests of Flight Test & Mechanical Solutions, Inc.

(“FMS” and the “FMS Acquisition”), a turn-key provider of airframe modification and integration solutions for government and commercial customers including instrumentation, flight testing and airworthiness certification, for total consideration of $ 21.2 million, payable in unregistered shares of Bridger’s Common Stock, consisting of $ 19.0 million payable at closing.

At closing, 3,728,945 restricted shares of Common Stock were issued to the former stockholders of FMS (determined based upon a volume-weighted average per-share price (“VWAP”) of the Common Stock for the 90 consecutive trading days ended June 27, 2024).

The remaining $ 2.2 million of Common Stock consideration that is contingent upon the achievement of certain earnout conditions and, assuming achievement of such conditions, will be issued to the former stockholders of FMS in 2025 and 2026 with the price per share determined based upon a trailing 90-day VWAP of the Common Stock at the time of each issuance.

The maximum number shares of Common Stock issuable to the FMS shareholders as contingent earnout consideration will not exceed 5,892,509 shares in the aggregate.

All of the shares of Common Stock to be issued in the FMS Acquisition will be subject to transfer restrictions for an 18-month period after each issuance, with the transfer restrictions expiring with respect to 1/18th of the total shares of Common Stock each month over the 18-month period after each issuance.

None of the shares of Common Stock issued or issuable in connection with the FMS Acquisition were registered under the Securities Act of 1933, as amended (the “Securities Act”), on the FMS Acquisition date in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Recipients of shares of Common Stock in connection with the FMS Acquisition will have customary resale registration rights with respect to such shares of Common Stock pursuant to the terms and conditions of the FMS Acquisition.

The Company accounted for the FMS Acquisition under the acquisition method of accounting and has reported the results of operations of the FMS Acquisition as of the respective date of the FMS Acquisition.

The Company based the estimated fair values of intangible assets on an income approach utilizing the relief from royalties and excess earnings methods.

The income approach utilizes management’s estimates of future operating results and cash flows using a weighted average cost of capital that reflects market participant assumptions.

For all other assets acquired and liabilities assumed, the fair value reflects the carrying value of the asset or liability due to their short maturity.

The Company recorded the excess of the fair value of the consideration transferred in the FMS Acquisition over the fair value of net assets acquired as goodwill.

The goodwill reflects our expectations of favorable future growth opportunities.

The Company has not presented pro forma combined results for the FMS Acquisition because the impact on previously reported statements of operations was not material.

The Company has performed a preliminary valuation analysis of the fair market value of the assets acquired and liabilities assumed in the FMS Acquisition.

The preliminary purchase price allocation will be subject to further refinement as management continues to implement the Company’s accounting policies and refine its estimates and assumptions based on the information available at the acquisition date.

The allocations of acquired intangible assets, goodwill, deferred taxes, and the analysis around revenue and accounting policy alignment are being finalized.

These refinements may result in material changes to the estimated fair value of assets acquired and liabilities assumed.

The estimated useful lives of acquired intangible assets are also preliminary.

The final purchase price allocation will be determined when the Company has completed and fully reviewed the detailed valuations.

The purchase price allocation adjustments can be made throughout the end of the Company’s measurement period, which is not to exceed one year from the acquisition date.

The following table summarizes the preliminary purchase price allocation:

$s in thousands Purchase Price Allocation

Cash and cash equivalents $ 2,592

Accounts receivable 1

Inventory 265

Prepaid expenses and other current assets 124

Intangible assets, net 3,900

Property, plant and equipment, net 1,014

Other noncurrent assets 838

Accounts payable ( 259 )

Dividends payable ( 800 )

Deferred revenue ( 90 )

Accrued expenses and other current liabilities ( 170 )

Deferred tax liability ( 490 )

Total identifiable net assets 9,608

Goodwill 11,578

Total purchase price $ 21,186

1 Balance includes $ 1.0 million in unbilled receivable.

Goodwill of $ 11.6 million arising from the FMS Acquisition is primarily attributable to the assembled workforce of FMS and expected synergies from combining operations.

None of the acquired goodwill is expected to be deductible for income tax purposes.

Acquired intangible assets consist of the following:

• Trade name:

expected to be amortized over its useful life of 9.5 years as of the date of the FMS Acquisition.

The fair value of the trade name was determined using the relief from royalty method.

• Customer relationships :

expected to be amortized over its useful life of 3.5 years as of the date of the FMS Acquisition.

The fair value of the customer relationships were determined using the multi-period excess earnings method.

• Contracts :

expected to be amortized over its useful life of 5.5 years when placed into service.

The fair value of the contracts were determined using the multi-period excess earnings method.

2023 Acquisition Activity

On September 12, 2023, the Company completed the acquisition of all the outstanding equity interests of Ignis Technologies, Inc.

(“Ignis” and the “Acquisition”), a fire technology company developing mission-critical intelligence and technology solutions for firefighting organizations, for total consideration of $ 11.6 million, payable in unregistered shares of Bridger’s Common Stock, consisting of $ 3.3 million payable at closing.

At closing, 426,531 restricted shares of Common Stock were issued to the Ignis shareholders (determined based upon a volume-weighted average per-share price (“VWAP”) of the Common Stock for the 30 consecutive trading days ended September 11, 2023).

(“Ignis” and the “Ignis Acquisition”), a fire technology company developing mission-critical intelligence and technology solutions for firefighting organizations, for total consideration of $ 11.6 million, payable in unregistered shares of Bridger’s Common Stock, consisting of $ 3.3 million payable at closing.

At closing, 426,531 restricted shares of Common Stock were issued to the Ignis shareholders (determined based upon a VWAP) of the Common Stock for the 30 consecutive trading days ended September 11, 2023).

The remaining $ 3.3 million of Common Stock consideration is contingent upon the achievement of certain operational milestones and, assuming achievement of such milestones, will be issued to the Ignis shareholders in 2025 and 2026, with the price per share determined based upon a trailing 120-day VWAP of the Common Stock at the time of each issuance.

The maximum number of shares of Common Stock issuable to the Ignis shareholders as contingent earnout consideration will not exceed 8,399,198 shares in the aggregate.

All of the shares of Common Stock to be issued in the Acquisition will be subject to transfer restrictions for a 12-month period after each issuance, with 1/12th of the total shares of Common Stock vesting each month over the one -year period after each issuance.

None of the shares of Common Stock issued or issuable in connection with the Acquisition were registered under the Securities Act of 1933, as amended (the “Securities Act”), on the Acquisition date in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Recipients of shares of Common Stock in connection with the Acquisition will have customary resale registration rights with respect to such shares of Common Stock pursuant to the terms and conditions of the Acquisition.

The Company accounted for the Acquisition under the acquisition method of accounting and has reported the results of operations of the Acquisition as of the respective date of the Acquisition.

All of the shares of Common Stock to be issued in the Ignis Acquisition will be subject to transfer restrictions for a 12-month period after each issuance, with 1/12th of the total shares of Common Stock vesting each month over the one-year period after each issuance.

None of the shares of Common Stock issued or issuable in connection with the Ignis Acquisition were registered under the Securities Act on the Ignis Acquisition date in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Recipients of shares of Common Stock in connection with the Ignis Acquisition will have customary resale registration rights with respect to such shares of Common Stock pursuant to the terms and conditions of the Ignis Acquisition.

The Company accounted for the Ignis Acquisition under the acquisition method of accounting and has reported the results of operations of the Ignis Acquisition as of the respective date of the Ignis Acquisition.

The Company based the estimated fair values of intangible assets on an income approach utilizing the relief from royalties model.

1 unchanged sentence

For all other assets acquired and liabilities assumed, the fair value reflects the carrying value of the asset or liability due to their short maturity.

The Company recorded the excess of the fair value of the consideration transferred in the Acquisition over the fair value of net assets acquired as goodwill.

The Company recorded the excess of the fair value of the consideration transferred in the Ignis Acquisition over the fair value of net assets acquired as goodwill.

The goodwill reflects our expectations of favorable future growth opportunities.

The Company expects that substantially all of the goodwill will not be deductible for federal income tax purposes.

The Company has not presented pro forma combined results for the Acquisition because the impact on previously reported statements of operations was not material.

As of December 31, 2023, the Company finalized the purchase accounting for the Acquisition.

The Company has not presented pro forma combined results for the Ignis Acquisition because the impact on previously reported statements of operations was not material.

As of December 31, 2023, the Company finalized the purchase accounting for the Ignis Acquisition.

The following table summarizes the final purchase price allocation:

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Cash and cash equivalents $ 3

Intangible assets 1,300

Intangible assets, net 1,300

Accounts payable ( 37 )

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Total purchase price $ 11,561

Goodwill of $ 10.7 million arising from the Acquisition is primarily attributable to the assembled workforce of Ignis and expected synergies from combining operations.

Goodwill of $ 10.7 million arising from the Ignis Acquisition is primarily attributable to the assembled workforce of Ignis and expected synergies from combining operations.

None of the acquired goodwill is expected to be deductible for income tax purposes.

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NOTE 10 – GOODWILL AND INTANGIBLE ASSETS, NET

As of March 31, 2024 and December 31, 2023, goodwill was $ 13.2 million, respectively.

There were no impairment charges recorded for goodwill for the three months ended March 31, 2024 and 2023.

As of June 30, 2024 and December 31, 2023, goodwill was $ 24.7 million and $ 13.2 million, respectively.

There were no impairment charges recorded for goodwill for the three and six months ended June 30, 2024 and 2023, respectively.

Intangible assets consisted of the following:

As of March 31, 2024

As of June 30, 2024

$s in thousands Estimated

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Amortization Net

Licenses 10 $ 67 $ ( 56 ) $ 11

Internal-use software 3 297 ( 233 ) 64

IPR&D 5 $ 2,416 $ — $ 2,416

Internal-use software 3 297 ( 257 ) 40

Licenses 10 67 ( 57 ) 10

Contracts 5.5 3,400 — 3,400

Customer relationships 3.5 200 — 200

Trade name 9.5 300 — 300

Total intangible assets $ 6,680 $ ( 314 ) $ 6,366

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Amortization Net

Licenses 10 $ 67 $ ( 54 ) $ 13

Internal-use software 3 297 ( 208 ) 89

IPR&D 5 $ 1,628 $ — $ 1,628

Internal-use software 3 297 ( 208 ) 89

Licenses 10 67 ( 54 ) 13

Total intangible assets $ 1,992 $ ( 262 ) $ 1,730

1 unchanged sentence

The Company expects to amortize the IPR&D over its useful life of five years when placed into service.

For the three months ended March 31, 2024, the Company capitalized costs of $ 0.3 million related to IPR&D.

Amortization expense for intangible assets and other noncurrent assets was $ 26,000 for the three months ended March 31, 2024 and 2023, respectively.

For the three and six months ended June 30, 2024, the Company capitalized costs of $ 0.5 million and $ 0.8 million related to IPR&D, respectively.

Amortization expense for intangible assets and other noncurrent assets was $ 27,000 and $ 0.1 million for the three and six months ended June 30, 2024, respectively, and $ 27,000 and $ 0.1 million for the three and six months ended June 30, 2023, respectively.

Amortization expense is included in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations.

1 unchanged sentence

Other noncurrent assets consisted of the following:

$s in thousands As of March 31,

$s in thousands As of June 30,

2024 As of December 31,

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Accrued expenses and other liabilities consisted of the following:

$s in thousands As of March 31,

$s in thousands As of June 30,

2024 As of December 31,

Accrued interest expense $ 6,404 $ 6,448

Contingent consideration 5,857 8,486

Warrant liabilities 3,464 5,596

Accrued interest expense 1,872 6,448

Accrued salaries, wages and bonuses 1,542 1,099

Deferred underwriting fee payable 1,500 1,500

Deferred revenue 3,945 —

Accrued professional fees 1,253 851

Deferred underwriting fee payable 1,500 1,500

Accrued salaries, wages and bonuses 1,408 1,099

Accrued foreign tax 925 2,707

Accrued professional fees 370 851

Finance right-of-use liability 35 46

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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, 2024 and December 31, 2023, 17,249,874 Public Warrants remain outstanding.

The Public Warrants are liability-classified with a balance of $ 3.5 million and $ 3.6 million, respectively, and a fair value of $ 0.20 and $ 0.21 per warrant as of March 31, 2024 and December 31, 2023, respectively.

As of June 30, 2024 and December 31, 2023, 17,249,874 Public Warrants remain outstanding, respectively.

The Public Warrants are liability-classified with a balance of $ 2.2 million and $ 3.6 million, respectively, and a fair value of $ 0.13 and $ 0.21 per warrant as of June 30, 2024 and December 31, 2023, respectively.

Private Placement Warrants

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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, 2024 and December 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 $ 1.9 million and $ 2.0 million, respectively, and a fair value of $ 0.20 and $ 0.21 per warrant as of March 31, 2024 and December 31, 2023, respectively.

As of June 30, 2024 and December 31, 2023, the Company had 9,400,000 outstanding Private Placement Warrants to purchase 9,400,000 shares of Common Stock, respectively.

The Private Placement Warrants are liability-classified with a balance of $ 1.2 million and $ 2.0 million, respectively, and a fair value of $ 0.13 and $ 0.21 per warrant as of June 30, 2024 and December 31, 2023, respectively.

Contingent consideration

The Company assumed contingent consideration as part of the Acquisition discussed in “ Note 9 – Acquisition Activity ” included in this Quarterly Report.

The Company is required to make contingent payments to the sellers based on the achievement of certain operational milestones.

The fair value of the liability for the contingent payments was recognized upon the acquisition as part of the purchase accounting opening balance sheet.

The Company assumed contingent consideration as part of the FMS Acquisition and the Ignis Acquisition (collectively, the “Acquisitions”) discussed in “ Note 9 – Acquisition Activity ” included in this Quarterly Report.

The Company is required to make contingent payments to the sellers based on the achievement of certain operational milestones, in the case of the Ignis Acquisition, and based on the achievement of certain earnout conditions, in the case of the FMS Acquisition.

The fair value of the liability for the contingent payments was recognized upon the Acquisitions as part of the purchase accounting opening balance sheet.

The initial cost was recognized at fair value on the closing date with subsequent changes in estimated fair value recognized as Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

As of March 31, 2024 and December 31, 2023, $ 4.9 million and $ 4.8 million of accrued contingent consideration is included in Accrued expenses and other current liabilities, respectively, and $ 3.6 million and $ 3.7 million of accrued contingent consideration is included in Long-term accrued expenses and other noncurrent liabilities, respectively, in the Condensed Consolidated Balance Sheets.

The change in contingent consideration for the three months ended March 31, 2024 was as follows:

As of June 30, 2024 and December 31, 2023, $ 1.9 million and $ 4.8 million of accrued contingent consideration is included in Accrued expenses and other current liabilities, respectively, and $ 4.0 million and $ 3.7 million of accrued contingent consideration is included in Long-term accrued expenses and other noncurrent liabilities, respectively, in the Condensed Consolidated Balance Sheets.

The change in contingent consideration for the six months ended June 30, 2024 was as follows:

$s in thousands Contingent Consideration

1 unchanged sentence

Change in fair value of contingent consideration 207

As of March 31, 2024 $ 8,501

Addition of contingent consideration from FMS Acquisition 2,164

Settlement of contingent consideration ( 5,000 )

As of June 30, 2024 $ 5,857

On June 30, 2024, the Company issued 1,079,913 registered shares of Common Stock to the Ignis shareholders (determined based upon a VWAP of the Common Stock for the 120 consecutive trading days ended June 29, 2024).

NOTE 13 – INTEREST RATE SWAP

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The Company had the following interest rate swap designated as a cash flow hedge ($s in thousands):

As of March 31, 2024

As of June 30, 2024

Date Maturity

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The Company reflects the effect of this hedging transaction in the condensed consolidated financial statements.

The unrealized gain is reported in Other comprehensive income (loss), net of tax in the Condensed Consolidated Statements of Comprehensive Loss included in this Quarterly Report.

The unrealized (loss) gain is reported in Other comprehensive (loss) income, net of tax in the Condensed Consolidated Statements of Comprehensive Loss included in this Quarterly Report.

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 in the Condensed Consolidated Statements of Operations included in this Quarterly Report.

1 unchanged sentence

Long-term debt

As of March 31, 2024, the Company has $ 160.2 million of fixed rate debt and $ 50.4 million of variable rate debt outstanding.

As of June 30, 2024, the Company has $ 160.2 million of fixed rate debt and $ 49.7 million of variable rate debt outstanding.

The majority of the fixed rate debt is based on current market rates.

1 unchanged sentence

When valuing fixed rate debt, the fair value is capped at par value.

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, 2024 and December 31, 2023.

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 June 30, 2024 and December 31, 2023.

Debt financing activities and loan agreements are further described in “Note 15 – Long-Term Debt” included in this Quarterly Report for additional details.

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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, 2024

As of June 30, 2024

$s in thousands Level 1 Level 2 Level 3

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Contingent consideration

In connection with the Acquisition, the Company is required to make contingent payments to the sellers based on the achievement of certain operational milestones.

The fair value of the liability for the contingent payments recognized upon the acquisition as part of the purchase accounting opening balance sheet totaled $ 8.3 million.

In connection with the Acquisitions, the Company is required to make contingent payments to the sellers based on the achievement of certain operational milestones, in the case of the Ignis Acquisition, and based on the achievement of certain earnout conditions, in the case of the FMS Acquisition.

The fair value of the liability for the contingent payments recognized upon the Acquisitions as part of the purchase accounting opening balance sheet totaled $ 5.9 million.

The fair value of the contingent consideration was determined using the Monte-Carlo simulation-based model discounted to present value.

Assumptions used in this calculation are equity volatility, estimated future stock prices and various probability factors, including management’s estimate of the likelihood of achieving certain operational milestones and earnout conditions in the case of the Ignis Acquisition and the FMS Acquisition, respectively.

The ultimate settlement of the contingent consideration could deviate from current estimates based on the actual results of these financial measures.

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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, 2024, 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.

As of June 30, 2024, 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 15 – LONG-TERM DEBT

Long-term debt consisted of the following:

$s in thousands As of March 31,

$s in thousands As of June 30,

2024 As of December 31,

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These loans ranged from $ 29,000 to $ 72,000 and were at rates from 4.8 % to 5.5 % and at durations from 5 to 6 years, with the latest maturation on November 17, 2027.

The Series 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 to maintain liquidity of $ 8.0 million in the form of unrestricted cash or investments (excluding margin accounts and retirement accounts) at all times and to be reported.

The Series 2022 Bonds are subject to financial covenants requiring the Company to maintain a DSCR that exceeds 1.25 x commencing with the fiscal quarter ended 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 to maintain liquidity of $ 8.0 million in the form of unrestricted cash or investments (excluding margin accounts and retirement accounts) at all times and to be reported.

The Company is in compliance with the $ 8.0 million minimum liquidity requirement as of June 30, 2024.

The Series 2022 Bonds agreements provide that, with regard to covenant violations, other than non-payment of principal or interest, no event of default shall be deemed to have occurred so long as a reasonable course of action to remedy a violation commences within 30 days of written notification of non-compliance from the trustee and management diligently prosecutes the remediation plan to completion.

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However, this plan is still in progress and there is no assurance that management will be able to diligently prosecute the remediation plan to completion.

The uncertainty regarding the company’s ability to diligently prosecute the remediation plan to completion and the potential impact on the bonds maturity as a result of the anticipated debt covenant violations at subsequent compliance dates or failure to make required interest payments, could result in the Series 2022 Bonds becoming immediately due and payable, which raises substantial doubt about our ability to continue as a going concern as further disclosed in “Note 1 – Organization and Basis of Presentation” included in this Quarterly Report.

The LOB loans are subject to financial covenants requiring the Company to maintain a 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.

The Company is in compliance with such financial covenants as of March 31, 2024.

The Company is in compliance with such financial covenants as of June 30, 2024.

Both of the loans with RMB are subject to financial covenants requiring the Company to maintain a 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.

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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).

The Company is in compliance with such financial covenants as of March 31, 2024.

Amortization of debt issuance costs was $ 0.2 million and $ 0.2 million for the three months ended March 31, 2024 and 2023, respectively.

The Company is in compliance with such financial covenants as of June 30, 2024.

Amortization of debt issuance costs was $ 0.3 million and $ 0.4 million for the three and six months ended June 30, 2024, respectively, and $ 0.2 million and $ 0.5 million for the three and six months ended June 30, 2023, respectively.

NOTE 16 – COMMITMENTS AND CONTINGENCIES

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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.

Given the conversion feature is considered substantive, the mandatory redemption date is not certain and the optional redemption is upon the occurrence of certain events that is considered not solely within Legacy Bridger’s control, the Legacy Bridger Series C Preferred Shares are classified as mezzanine equity.

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.

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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 $ 6.2 million as of March 31, 2024.

Accrued interest for the Series A Preferred Stock was $ 6.2 million as of June 30, 2024.

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, 2024, it is probable that the Series A Preferred Stock may become redeemable on April 25, 2032.

Given the conversion feature is considered substantive, the mandatory redemption on April 25, 2032 is not certain and accordingly, the Series A Preferred Stock are classified as mezzanine equity.

As of the Closing Date and June 30, 2024, 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 $ 332.7 million, the 50 % multiplier, valued at $ 156.4 million, was removed.

As of March 31, 2024, the Series A Preferred Stock had both a carrying value and redemption value of $ 361.0 million.

As of June 30, 2024, the Series A Preferred Stock had both a carrying value and redemption value of $ 367.2 million.

Refer to table below.

As of March 31, 2024 and December 31, 2023, the fair value of the embedded derivative related to the event of default is zero and 0.9 million recorded as a liability on the Condensed Consolidated Balance Sheets and remeasured to fair value at each balance sheet date with changes in fair value recorded within Interest expense on the 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, 2024.

As of June 30, 2024 and December 31, 2023, the fair value of the embedded derivative related to the event of default is zero and 0.9 million recorded as a liability on the Condensed Consolidated Balance Sheets and remeasured to fair value at each balance sheet date with changes in fair value recorded within Interest expense on the 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 June 30, 2024.

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 $ 12.90 per share to $ 11.00 per share 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, decreasing income attributable to common stockholders in the computation of (loss) earnings per share by approximately zero and $ 48.3 million during the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024, there are 32,820,828 shares of Common Stock issuable upon conversion.

The Company recognized the value of the effect of a down round feature as a deemed dividend, decreasing (Loss) earnings attributable to Common Stockholders in the computation of (Loss) earnings per share by approximately zero during the three and six months ended June 30, 2024, respectively, and zero and $ 48.3 million during the three and six months ended June 30, 2023, respectively.

As of June 30, 2024, there are 33,384,123 shares of Common Stock issuable upon conversion.

Redeemable Series A Preferred Stock

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Adjustment to maximum redemptions value — 12,385

Balance as of March 31, 2024 315,789.473684 $ 361,029

Balance as of June 30, 2024 315,789.473684 $ 367,225

NOTE 18 – STOCKHOLDERS’ DEFICIT

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Upon vesting of each RSU, the Company will issue one share of Common Stock to the RSU holder.

RSU activity for the three months ended March 31, 2024 is as follows:

RSU activity for the six months ended June 30, 2024 is as follows:

Awards Weighted average

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Forfeited/Cancelled ( 1,673,738 ) 8.29

Outstanding as of March 31, 2024 5,722,283 $ 7.81

The total fair value of RSUs vested during the three months ended March 31, 2024 and 2023 was $ 9.3 million and $ 21.6 million, respectively, based on the closing stock price on the date of vesting.

For the three months ended March 31, 2024, the Company recorded stock-based compensation expense related to RSUs of $ 0.4 million and $ 5.5 million within Total cost of revenues and Selling, general and administrative expense, respectively, on the Condensed Consolidated Statements of Operations.

As of March 31, 2024, there was $ 29.1 million of unrecognized total compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 2.7 years.

Outstanding as of June 30, 2024 4,330,458 $ 7.14

The total fair value of RSUs vested during the six months ended June 30, 2024 and the year ended December 31, 2023 was $ 9.3 million and $ 24.6 million, respectively, based on the closing stock price on the date of vesting.

For the three and six months ended June 30, 2024, the Company recorded stock-based compensation expense related to RSUs of $ 0.4 million and $ 0.7 million, respectively, within Total cost of revenues and $ 4.1 million and $ 9.6 million, respectively, within Selling, general and administrative expense on the Condensed Consolidated Statements of Operations.

As of June 30, 2024, there was $ 19.6 million of unrecognized total compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 3.2 years.

Incentive Units

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For the Time-Vesting Incentive Units, compensation cost was recognized over the requisite service period on a straight-line basis.

For the Exit-Vesting Incentive Units, expense will be recognized when a qualifying change of control event is considered probable, which has not occurred as of March 31, 2024.

As of March 31, 2024, 40,404 Exit-Vesting Incentive Units with a weighted-average grant date fair value of $ 0.01 remain outstanding.

For the Exit-Vesting Incentive Units, expense will be recognized when a qualifying change of control event is considered probable, which has not occurred as of June 30, 2024.

As of June 30, 2024, 40,404 Exit-Vesting Incentive Units with a weighted-average grant date fair value of $ 0.01 remain outstanding.

Upon vesting of each Incentive Unit, the Company will issue 0.96246 shares of Common Stock to the Incentive Unit holder.

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333-276721), as previously filed with the Securities and Exchange Commission (“SEC”) and declared effective on February 6, 2024.

We filed a prospectus supplement, dated February 6, 2024, with the SEC that provides for the sale of shares of Common Stock having an aggregate offering price of up to approximately $ 22.2 million (“2024 ATM Shares”).

We filed a prospectus supplement, dated February 6, 2024, with the SEC that provides for the sale of shares of Common Stock having an aggregate offering price of up to approximately $ 22.2 million.

We filed a prospectus supplement, dated April 16, 2024, with the SEC that reduces the amount of potential shares of Common Stock that may be sold under our shelf registration statement on Form S-3 (Registration Statement No.

333-276721) to shares having an aggregate offering price of up to approximately $ 5.9 million (“2024 ATM Shares”).

Under the 2024 ATM Agreement, the Agents may sell the 2024 ATM Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the Nasdaq Global Market, or any other existing trading market for the 2024 ATM Shares or in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices.

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The Company also agreed to reimburse the Agents for certain specified expenses in connection with entering into the 2024 ATM Agreement.

During the three months ended March 31, 2024, the Company sold an aggregate of 33,798 shares of Common Stock at a weighted-average price of $ 5.13 per share for net proceeds of $ 0.2 million, net of fees of $ 5,000 under the 2024 ATM Agreement.

During the six months ended June 30, 2024, the Company sold an aggregate of 33,798 shares of Common Stock at a weighted-average price of $ 5.13 per share for net proceeds of $ 0.2 million, net of fees of $ 5,000 under the 2024 ATM Agreement.

Registered Direct Offering

On April 15, 2024, the Company entered into securities purchase agreements (each a “Purchase Agreement” and, collectively, the “Purchase Agreements”) with certain accredited investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers, severally, an aggregate of 2,183,366 shares of Common Stock registered under the Company’s shelf registration statement on Form S-3 (Registration Statement No.

333-276721), in a registered direct equity offering (the “Registered Direct Offering”).

808,080 of the shares in the Registered Direct Offering were sold to certain directors and executive officers of the Company at an offering price of $ 4.95 per share, which was the closing bid price for shares of the Common Stock on the Nasdaq Global Market on April 15, 2024.

The remaining 1,375,286 shares were sold in the Registered Direct Offering at an offering price of $ 4.25 per share.

The aggregate net proceeds to the Company from the Registered Direct Offering were approximately $ 9.2 million, after deducting fees payable to the placement agent and other offering expenses payable by the Company.

The Company agreed to pay the placement agent fees in an amount of 6.0 % of the gross proceeds raised in the Registered Direct Offering.

The Company also agreed to reimburse the placement agent for its out-of-pocket legal expenses in connection with the Registered Direct Offering in an amount not to exceed $ 75,000 .

NOTE 19 – RELATED PARTY TRANSACTIONS

For the three months ended March 31, 2024 and 2023, the Company incurred $ 0.6 million and $ 0.1 million, respectively, in training expenses provided by an entity in which Mr.

Timothy Sheehy has a partial ownership, with $ 0.6 million and $ 0.1 million in related outstanding accounts payable as of March 31, 2024 and December 31, 2023, respectively.

For the three and six months ended June 30, 2024 and 2023, the Company incurred zero and $ 0.6 million, respectively, in training expenses provided by an entity in which Mr.

Timothy Sheehy has a partial ownership, with zero and $ 0.1 million in related outstanding accounts payable as of June 30, 2024 and December 31, 2023, respectively.

On November 17, 2023, the Company entered into a series of agreements designed to facilitate the purchase and return to service of the Spanish Scoopers originally awarded to our wholly-owned subsidiary, BAE, in September 2023 via a public tender process from the Government of Spain for € 40.3 million.

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Timothy Sheehy.

The Company recorded approximately $ 6.0 million of right-of-use assets, $ 1.7 million of right-of-use current liabilities, and $ 4.3 million of right-of-use noncurrent liabilities as of March 31, 2024, respectively, and incurred approximately $ 0.4 million in lease expense for the three months ended March 31, 2024.

The Company recorded approximately $ 5.7 million of right-of-use assets, $ 1.7 million of right-of-use current liabilities, and $ 4.0 million of right-of-use noncurrent liabilities as of June 30, 2024, respectively, and incurred approximately $ 0.3 million in lease expense for the three and six months ended June 30, 2024.

The Company recorded approximately $ 6.3 million of right-of-use assets, $ 1.7 million of right-of-use current liabilities, and $ 4.6 million of right-of-use noncurrent liabilities as of December 31, 2023, respectively.

For the three months ended March 31, 2023, the Company earned $ 0.3 million in revenues from services performed on an aircraft under the ownership of Mr.

The Company had $ 0.1 million in related outstanding accounts payable as of June 30, 2024.

For the three and six months ended June 30, 2023, the Company earned $ 0.1 million and $ 0.4 million, respectively, in revenues from services performed on an aircraft under the ownership of Mr.

Timothy Sheehy, the Chief Executive Officer.

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In connection with the original issuance, three senior executives of the Company purchased approximately $ 10.0 million of the Series 2022 Bonds, which purchases were entered into on an arm’s length basis during the public offering for the Series 2022 Bonds, and on the same terms and conditions that were offered to all Bond purchasers.

The Company accrued approximately $ 0.1 million and $ 0.4 million in interest for these three bond holders as of March 31, 2024 and December 31, 2023, respectively.

The Company paid approximately $ 0.6 million in interest to these three bond holders during the three months ended March 31, 2024 and 2023, and incurred approximately $ 0.3 million in interest for the three months ended March 31, 2024 and 2023.

One of the participating senior executives of the Company left the Company during the three months ended June 30, 2024 and was no longer deemed a related party as of June 30, 2024.

The Company held approximately $ 9.0 million of the Series 2022 Bonds as of June 30, 2024.

The Company accrued approximately $ 0.4 million in interest for these two bond holders as of June 30, 2024 and December 31, 2023, respectively.

The Company paid approximately zero and $ 0.6 million in interest to these bond holders during the three and six months ended June 30, 2024 and 2023, and incurred approximately $ 0.3 million and $ 0.6 million in interest for the three and six months ended June 30, 2024 and 2023, respectively.

Refer to “Note 15 – Long-Term Debt” included in this Quarterly Report for additional information on the Series 2022 Bonds.

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Bridger is also subject to taxes in foreign jurisdictions in which it operates.

For the three months ended March 31, 2024, the Company recorded income tax expense of $ 14,000 .

The effective tax rate was ( 0.07 )% for the three months ended March 31, 2024.

For the three and six months ended June 30, 2024, the Company recorded income tax benefit of $ 0.5 million.

The effective tax rate was 1.6 % for the three and six months ended June 30, 2024.

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 whether it is more likely than not that some portion or all of the deferred tax assets will be realized.

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(Loss) earnings per share of Common Stock is calculated in accordance with ASC 260, Earnings per share.

(Loss) earnings per share – Basic is calculated by dividing (loss) earnings attributable to Common Stockholders - Basic and Diluted by the Weighted average Common Stock outstanding - Basic.

(Loss) earnings per share – Diluted is based on the average number of shares of Common Stock used for the (loss) earnings per share - Basic 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.

(Loss) earnings per share – basic is calculated by dividing loss attributable to Common Stockholders - basic and diluted by the Weighted average Common Stock outstanding - basic.

(Loss) earnings per share – diluted is based on the weighted average number of shares of Common Stock used for the loss per share - basic 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.

(Loss) earnings attributable to Common Stockholders – basic and 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.

(Loss) 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, (loss) earnings per share is calculated based on the Weighted average Common Stock outstanding.

The following table sets forth the computation of the Company’s (loss) earnings per share:

For the Three Months Ended March 31,

Subsequent to the Closing, loss per share is calculated based on the Weighted average Common Stock outstanding.

The following table sets forth the computation of the Company’s loss per share:

For the Three Months Ended June 30, For the Six Months Ended June 30,

$s in thousands, except per share amounts 2024 2023 2024 2023

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Series A Preferred Stock—adjustment to maximum redemptions value ( 6,196 ) ( 5,806 ) ( 12,385 ) ( 10,080 )

(Loss) earnings attributable to Common Stockholders – Basic and Diluted $ ( 26,276 ) $ 59,103

(Loss) earnings attributable to Common stockholders – basic $ ( 16,177 ) $ ( 24,828 ) $ ( 42,453 ) $ 34,275

Change in fair value of embedded derivative — — — 224

Dilutive adjustments to (Loss) earnings attributable to Common stockholders – basic — — — ( 97,982 )

Loss attributable to Common stockholders - diluted $ ( 16,177 ) $ ( 24,828 ) $ ( 42,453 ) $ ( 63,483 )

Weighted average Common Stock outstanding - basic 48,326,688 45,388,892 47,964,465 44,443,930

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Series A Preferred Stock — — — 31,158,962

Unvested Legacy Bridger Incentive Units — 237,283

Sponsor Earnout Shares — 636,500

Weighted average Common Stock outstanding - diluted 48,326,688 45,388,892 47,964,465 75,602,892

(Loss) earnings per share - basic $ ( 0.33 ) $ ( 0.55 ) $ ( 0.89 ) $ 0.77

(Loss) earnings per share—Diluted $ ( 0.55 ) $ 0.79

The following table summarizes the potentially dilutive common shares that were excluded from diluted (Loss) earnings per share - Diluted computations because the effect would have been anti-dilutive:

For the Three Months Ended March 31,

Loss per share - diluted $ ( 0.33 ) $ ( 0.55 ) $ ( 0.89 ) $ ( 0.84 )

The following table summarizes the potentially dilutive common shares that were excluded from diluted Loss per share - diluted computations because the effect would have been anti-dilutive:

For the Three Months Ended June 30, For the Six Months Ended June 30,

2024 2023 2024 2023

Series A Preferred Stock 33,384,123 31,158,962 33,384,123 —

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Sponsor Earnout Shares 855,000 855,000 855,000 855,000

NOTE 22 – SUBSEQUENT EVENTS

The Company evaluated its activities through the date of the filing of the Condensed Consolidated Financial Statements.

On April 15, 2024, the Company entered into securities purchase agreements with certain accredited investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers, severally, an aggregate of 2,183,366 shares of Common Stock, in a registered direct equity offering (the “Registered Direct Offering”).

The remaining 1,375,286 shares were sold in the Registered Direct Offering at an offering price of $ 4.25 per share.

The aggregate net proceeds to the Company from the Registered Offering were approximately $ 9.2 million, after deducting fees payable to the placement agent and other offering expenses payable by the Company.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements