What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-14 compared with 2024-03-20 · 567 added, 592 removed, 815 unchanged (59% of the section changed)

17 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, operating cash flow deficits, debt covenant violations, and insufficient liquidity to fund its operations that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

27 unchanged sentences

Prepaid expenses and other current assets 3,924 2,648

Deferred offering costs — 5,800

Total current assets 63,809 45,195

2 unchanged sentences

Goodwill 20,749 13,163

Other noncurrent assets 1

Other noncurrent assets, net 1

16,406 16,771

Total assets $ 290,809 $ 273,470

16 unchanged sentences

Series A Preferred Stock, $ 0.0001 par value;

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

Legacy Bridger Series C Preferred Shares, $ 0.001 par value;

315,789.473684 shares authorized, issued and outstanding at December 31, 2022

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

380,179 354,840

STOCKHOLDERS’ DEFICIT

8 unchanged sentences

Total liabilities, mezzanine equity, and stockholders’ deficit $ 290,809 $ 273,470

1 Includes related party operating lease right-of-use assets of $ 6.3 million as of December 31, 2023 .

2 Includes related party accounts payable of $ 0.1 million and $ 0.3 million as of December 31, 2023 and 2022, respectively.

3 Includes related party accrued interest expense of $ 0.4 million as of December 31, 2023 and 2022.

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

5 Includes related party operating lease right-of-use noncurrent liabilities of $ 4.6 million as of December 31, 2023.

6 Includes related party debt of $ 10.0 million as of December 31, 2023 and 2022.

1 Includes related party operating lease right-of-use assets of $ 5.1 million and $ 6.3 million as of December 31, 2024 and 2023, respectively .

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

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

4 Includes related party operating lease right-of-use current liabilities of $ 1.3 million and $ 1.7 million as of December 31, 2024 and 2023, respectively.

5 Includes related party operating lease right-of-use noncurrent liabilities of $ 3.8 million and $ 4.6 million as of December 31, 2024 and 2023, respectively.

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

The accompanying notes are an integral part of these Consolidated Financial Statements.

11 unchanged sentences

Selling, general and administrative expense 35,820 82,863

Operating loss ( 57,495 ) ( 22,626 )

Operating income (loss) 5,318 ( 57,495 )

Interest expense 3

7 unchanged sentences

Series A Preferred Stock—adjustment to maximum redemptions value ( 25,339 ) ( 22,181 )

Legacy Bridger Series A Preferred Shares—adjustment for redemption, extinguishment and accrued interest — ( 85,663 )

Legacy Bridger Series C Preferred Shares - adjustment to maximum redemption value — ( 202,689 )

Net income (loss) attributable to Common stockholders - basic and diluted $ 8,524 $ ( 330,477 )

Net income (loss) per Common Stock - basic $ 0.19 $ ( 8.20 )

Net income (loss) per Common Stock - diluted $ 0.11 $ ( 8.20 )

(Loss) earnings attributable to Common stockholders – basic ( 40,906 ) 8,524

Change in fair value of embedded derivative — 155

Dilutive adjustments to (Loss) earnings attributable to Common stockholders - basic — ( 85,882 )

Loss attributable to Common stockholders – diluted $ ( 40,906 ) $ ( 77,203 )

(Loss) earnings per share – basic $ ( 0.81 ) $ 0.19

Loss per share – diluted $ ( 0.81 ) $ ( 1.00 )

Weighted average Common Stock outstanding - basic 50,524,996 45,269,201

Weighted average Common Stock outstanding - diluted 50,524,996 77,527,381

1 Includes related party revenues of $ 0.4 million for the year ended December 31, 2023.

1 Includes related party revenues of $ 0.3 million and $ 0.6 million for the years ended December 31, 2024 and 2023, respectively.

2 Includes related party cost of revenues of $ 2.6 million and $ 1.2 million for the years ended December 31, 2024 and 2023, respectively.

3 Includes related party interest of $ 1.2 million and $ 0.4 million for the years ended December 31, 2023 and 2022, respectively.

3 Includes related party interest expense of $ 0.8 million and $ 1.2 million for the years ended December 31, 2024 and 2023, respectively.

The accompanying notes are an integral part of these Consolidated Financial Statements.

6 unchanged sentences

Foreign currency translation adjustment 62 ( 42 )

Unrealized (loss) gain on derivative instruments ( 290 ) 1,381

Unrealized loss on derivative instruments ( 43 ) ( 290 )

Unrealized gain on investments in marketable securities — 247

Reclassification of realized gains on investments in marketable securities to earnings ( 606 ) —

Total other comprehensive (loss) income, net of tax ( 691 ) 1,653

Reclassification of realized loss (gain) on investments in marketable securities to earnings 30 ( 606 )

Total other comprehensive income (loss), net of tax 49 ( 691 )

Comprehensive loss $ ( 15,518 ) $ ( 78,049 )

3 unchanged sentences

(In thousands, except share amounts)

Legacy Bridger Series A Preferred Shares Legacy Bridger Series B Preferred Shares Legacy Bridger Series C Preferred Shares / Series A Preferred Stock Common Stock

Share Value Share Value Share Value Share Value Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders’

Legacy Bridger Series C Preferred Shares / Series A Preferred Stock Common Stock

Share Value Share Value Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders’

Balance at December 31, 2022 315,789 $ 489,022 39,081,744 $ 4 $ — $ ( 415,304 ) $ 1,678 $ ( 413,622 )

Net loss — — — — — ( 77,358 ) — ( 77,358 )

Unrealized gain on derivative instruments — — — — — — — — — — 1,381 1,381

Foreign currency translation adjustment — — — — — — ( 42 ) ( 42 )

Unrealized loss on derivative instruments — — — — — — ( 290 ) ( 290 )

Unrealized gain on investments on marketable securities — — — — — — 247 247

Legacy Bridger Series A Preferred Shares adjustment for redemption, extinguishment and revaluation ( 10,500,000 ) ( 1 ) — — — — — — — ( 85,663 ) — ( 85,663 )

Legacy Bridger Series B Preferred Shares redemption — — ( 60,000,000 ) ( 6 ) — — — — — 6 — 6

Legacy Bridger Series C Preferred shares adjustment to maximum redemption value — — — — 315,789 489,022 — — — ( 202,689 ) — ( 202,689 )

Stock based compensation attributable to Legacy Bridger holders prior to Reverse Recapitalization — — — — — — — — — 11 — 11

Reclassification of realized gain on investments in marketable securities to earnings — — — — — — ( 606 ) ( 606 )

Effect of the Closing — ( 156,363 ) 4,687,546 1 52,085 78,990 — 131,076

Series A Preferred Stock adjustment to maximum redemptions value — 22,181 — — ( 22,181 ) — — ( 22,181 )

Bonuses paid in Common Stock — — 736,554 — 3,829 — — 3,829

Common Stock issued related to acquisition activity — — 426,531 — 3,242 — — 3,242

Stock-based compensation — — 2,268,129 — 47,796 — — 47,796

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

2 unchanged sentences

Unrealized loss on derivative instruments — — — — — — ( 43 ) ( 43 )

Unrealized gain on investments in marketable securities — — — — — — — — — — 247 247

Reclassification of realized gains on investments in marketable securities to earnings — — — — — — — — — — ( 606 ) ( 606 )

Effect of the Closing — — — — — ( 156,363 ) 4,687,546 1 52,085 78,990 — 131,076

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

Series A Preferred Stock adjustment to maximum redemption value — 25,339 — — ( 25,339 ) — — ( 25,339 )

Bonuses paid in Class A Common Stock — — — — — — 736,554 — 3,829 — — 3,829

Class A Common Stock issued in Acquisition — — — — — — 426,531 — 3,242 — — 3,242

Stock based compensation after Reverse Recapitalization — — — — — — 2,268,129 — 47,796 — — 47,796

Sales of Common Stock through offerings — — 2,217,164 — 9,337 — — 9,337

Costs related to offerings — — — — ( 1,006 ) — — ( 1,006 )

Common Stock issued related to acquisition activity — — 4,947,202 1 18,216 — — 18,217

Repurchased shares for tax withholding — — ( 187,020 ) — ( 644 ) — — ( 644 )

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

Stock-based compensation — — 2,064,083 — 16,160 — — 16,160

Balance at December 31, 2024 315,789 $ 380,179 54,209,388 $ 6 $ 101,495 $ ( 429,239 ) $ 1,036 $ ( 326,702 )

3 unchanged sentences

(In thousands)

For the years ended

For the years ended December 31,

Cash Flows from Operating Activities:

12 unchanged sentences

Deferred tax benefit ( 1,142 ) ( 342 )

Loss on extinguishment of debt — 845

Change in fair value of Legacy Bridger Series A Preferred Shares — 3,919

Interest accrued on Legacy Bridger Series B Preferred Shares — 3,587

Changes in operating assets and liabilities, net:

3 unchanged sentences

Accounts payable, accrued expenses and other liabilities 1

Net cash used in operating activities ( 26,808 ) ( 9,918 )

( 3,101 ) ( 9,482 )

Net cash provided by (used in) operating activities 9,355 ( 26,808 )

Cash Flows from Investing Activities:

3 unchanged sentences

Purchases of property, plant and equipment ( 4,084 ) ( 20,738 )

( 20,738 ) ( 25,582 )

Sale of property, plant and equipment 649 817

1 unchanged sentence

Issuance of note receivable — ( 3,000 )

Investments in construction in progress - buildings — ( 9,810 )

Net cash provided by (used in) investing activities 27,158 ( 89,813 )

Collection of note receivable 3,000 —

Cash acquired through acquisition 2,592 —

Net cash provided by investing activities 2,056 27,158

Cash Flows from Financing Activities:

3 unchanged sentences

Payment of finance lease liability ( 26 ) ( 30 )

Payment to Legacy Bridger Series A Preferred Shares members — ( 236,250 )

Payment to Legacy Bridger Series B Preferred Shares members — ( 69,999 )

Borrowings from Legacy Bridger Series C Preferred Shares members, net of issuance costs — 288,517

Borrowings from 2022 taxable industrial revenue bond 2

Extinguishment of 2021 Taxable Industrial Revenue Bond — ( 7,550 )

Borrowings from vehicle loans — 202

Payment of debt issuance costs — ( 4,418 )

Payment of offering costs — ( 3,509 )

Net cash (used in) provided by financing activities ( 5,831 ) 124,930

Payment of issuance costs for Common Stock in offerings ( 1,006 ) —

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 —

Restricted stock units settled in cash ( 644 ) —

Net cash provided by (used in) financing activities 4,673 ( 5,831 )

Effects of exchange rate changes 62 ( 42 )

4 unchanged sentences

Cash and cash equivalents – end of the year $ 39,336 $ 22,956

1 Includes purchase of related party aircraft of $ 3.9 million for the year ended December 31, 2022.

2 Includes related party debt of $ 10.0 million for the year ended December 31, 2022.

1 Includes related party accounts payable of $ 0.1 million for the years ended December 31, 2024 and 2023.

The accompanying notes are an integral part of these Consolidated Financial Statements

4 unchanged sentences

Bridger Aerospace Group Holdings, Inc.

and its subsidiaries (“Bridger”, “the Company,” “we,” “us” or “our”) provide aerial wildfire management, relief and suppression and delivery of firefighting services using next generation technology and sustainable and environmentally safe firefighting methods.

and its subsidiaries (“Bridger”, “the Company,” “we,” “us” or “our”) provide aerial wildfire surveillance, relief and suppression and aerial firefighting services using next-generation technology and environmentally friendly and sustainable firefighting methods primarily throughout the United States, as well as airframe modification and integration solutions for governmental and commercial customers.

The Company was formed on November 20, 2018 and registered in the State of Delaware.

The legal name of the Company was officially changed from ElementCompany Operations, LLC to Bridger Aerospace Group Holdings, LLC through an amendment with the State of Delaware, effective January 1, 2020.

As of December 31, 2023, the Company owns fifteen aircraft, including six Viking CL-415EAFs (“Super Scoopers”), four Twin Commander surveillance platforms (“Twin Commanders”), four Daher Kodiaks 100s (“Daher Kodiaks”), and one Pilatus PC-12 (“Pilatus”).

Liquidity and Going Concern

In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, Going Concern , the Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within 12 months after the date that these consolidated financial statements are issued.

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 16 - Long-Term Debt , 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 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.

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

For the year ended December 31, 2023, the Company had an operating loss of $ 57.5 million, net loss of $ 77.4 million and cash flow used in operating activities of $ 26.8 million.

In addition, as of December 31, 2023, the Company had unrestricted cash or investments of $ 24.0 million.

The Company is not in compliance with the DSCR covenant as of December 31, 2023 and management anticipates the Company to 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.

Although the Company is in compliance with the $ 8.0 million minimum liquidity requirement as of December 31, 2023, based on projected cash use, management anticipates that without additional cash funding the Company will not have sufficient cash on hand to fund operations, including $ 18.4 million of required interest payments associated with the Series 2022 Bonds, or to comply with the minimum liquidity covenant within the next 12 months, or until the Company begins to collect cash from its seasonal firefighting operations in 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 notice of non-compliance from the trustee and management diligently prosecutes the remediation plan to completion.

Management consulted with bond counsel on the impact of covenant violations and proactively developed a cost reduction plan, and began implementing the plan in November 2023, to help remedy the anticipated covenant breaches in 2024.

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

In addition to the cost reduction measures implemented in November 2023, the Company plans to seek additional cash funding through a number of potential avenues, including additional sales of our common stock through our at-the-market offering, described in further detail in Note 24 - Subsequent Events, and issuing additional shares of common stock pursuant to our shelf registration statement.

These additional sources of working capital are not currently assured, and consequently do not sufficiently mitigate the risks and uncertainties disclosed above.

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 to raise additional cash funding for operations, including required interest payments associated with the Series 2022 Bonds, raise substantial doubt about the Company’s ability to continue as a going concern within 12 months following the issuance date of the consolidated financial statements as of and for the period ended December 31, 2023.

These 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.

Basis of Presentation

As of December 31, 2024, the Company owns fourteen aircraft, including six Viking CL-415EAFs (“Super Scoopers”), four Daher Kodiaks 100s (“Daher Kodiaks”), three Twin Commander surveillance platforms (“Twin Commanders”), and one Pilatus PC-12 (“Pilatus”).

In the prior reporting period, the Company identified certain conditions that raised substantial doubt about its ability to continue as a going concern.

These conditions included noncompliance with certain financial covenants, including maintaining minimum liquidity requirements and uncertainty regarding the Company’s ability to diligently prosecute the cost reduction plan.

However, in the subsequent period, the Company is in compliance with all financial covenants and successfully improved cash flow.

As a result, management has concluded that substantial doubt no longer exists.

Principles of Consolidation and Basis of Presentation

The Consolidated Financial Statements have been prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”).

The consolidated financial statements include the financial statements of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest.

The Consolidated Financial Statements include the financial statements of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest, for which all intercompany transactions have been eliminated upon consolidation.

Certain prior period amounts have been reclassified to conform to the current year’s presentation.

These reclassifications had no impact on previously reported net income/loss, total assets, or stockholders’ equity.

Reverse Recapitalization

8 unchanged sentences

• the filing and effectiveness of the Amended and Restated Certificate of Incorporation of Bridger and the effectiveness of the Amended and Restated Bylaws of Bridger, each of which occurred immediately prior to the Closing;

• the adoption and assumption of the 2023 Omnibus Incentive Plan and any grants or awards issued thereunder and adoption of the 2023 Employee Stock Purchase Plan upon the Closing to grant equity awards to Bridger employees;

• the adoption and assumption of the 2023 Omnibus Incentive Plan (the “Omnibus Plan”) and any grants or awards issued thereunder and adoption of the 2023 Employee Stock Purchase Plan upon the Closing to grant equity awards to Bridger employees;

• during the period from the Closing until five years following the Closing, JCIC subjected 20 % of JCIC’s issued and outstanding common stock (“Sponsor Earnout Shares”), comprised of two separate tranches of 50 % of the Sponsor Earnout Shares per tranche, to potential forfeiture to Bridger for no consideration until the occurrence (or deemed occurrence) of certain triggering events.

11 unchanged sentences

Operations prior to the Reverse Recapitalization will be those of Legacy Bridger in future reports of Bridger.

Legacy Bridger has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

• Legacy Bridger equity holders have a relative majority of the voting power of Bridger;

• Bridger’s board of directors (the “Board”) has eleven members, and representatives or designees of the Legacy Bridger equity holders comprise the majority of the members of the Board;

• Legacy Bridger’s senior management comprise the senior management roles and are responsible for the day-to-day operations of Bridger;

Legacy Bridger was determined to be the accounting acquirer as of the Closing Date based on evaluation of the following facts and circumstances:

• Legacy Bridger equity holders had a relative majority of the voting power of Bridger;

• Bridger’s board of directors (the “Board”) had nine members, and representatives or designees of the Legacy Bridger equity holders comprise the majority of the members of the Board;

• Legacy Bridger’s senior management comprised the senior management roles and were responsible for the day-to-day operations of Bridger;

• Bridger assumed Legacy Bridger’s name of business;

• The strategy and operations of Bridger continue Legacy Bridger’s former strategy and operations;

• The strategy and operations of Bridger continued Legacy Bridger’s former strategy and operations;

• The Reverse Recapitalization created an operating public company, with management continuing to use Legacy Bridger operations to grow the business.

4 unchanged sentences

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The Company consolidates those entities in which it, through the existing owners, has control over significant operating, financial or investing decisions of the entity.

All significant intercompany balances and transactions have been eliminated in consolidation.

Variable Interest Entities

The Company follows ASC 810-10-15 guidance with respect to accounting for variable interest entities (“VIE”).

These entities do not have sufficient equity at risk to finance their activities without additional subordinated financial support from other parties or whose equity investors lack any of the characteristics of a controlling financial interest.

In accordance with ASC 810-10-15, Consolidation , guidance with respect to accounting for variable interest entities (“VIE”), these entities do not have sufficient equity at risk to finance their activities without additional subordinated financial support from other parties or whose equity investors lack any of the characteristics of a controlling financial interest.

A variable interest is an investment or other interest that will absorb portions of a VIE’s expected losses or receive portions of its expected returns and are contractual, ownership or pecuniary in nature and that change with changes in the fair value of the entity’s net assets.

7 unchanged sentences

A master services agreement exists between NFMS, LLC and the Company, Bridger Air Tanker, LLC, a wholly-owned subsidiary of the Company, to transfer all annual expenses incurred to the Company in exchange for the Canadian employees to support the Company’s water scooper aircraft.

NFMS, LLC is 50 % owned by a Canadian citizen, and 50 % owned by Bridger Aerospace Group, LLC (“BAG, LLC”).

NFMS, LLC is 50 % owned by a Canadian citizen, and 50 % owned by Bridger Aerospace Group, LLC.

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.

1 unchanged sentence

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

Mountain Air, LLC (“MA, LLC”):

As of November 7, 2022, MA, LLC is a wholly-owned subsidiary of Bridger.

Prior to MA, LLC becoming a wholly-owned subsidiary of the Company, MA, LLC was owned 50 % by Timothy Sheehy, the Chief Executive Officer and a director of Bridger, and 50 % by an entity affiliated with Matthew Sheehy, a director of Bridger.

MA, LLC is a Federal Aviation Administration (“FAA”) part 135 certificate holder and is designed to hold aerial firefighting contracts.

Bridger Aviation Services, LLC (“Bridger Aviation”), a wholly-owned subsidiary of Bridger, was a party to a certain Management Services Agreement (the “Aviation Agreement”), dated April 13, 2018, with MA, LLC.

Pursuant to the Aviation Agreement, Bridger Aviation leased certain aircraft to MA, LLC.

MA, LLC operated the aircraft and paid Bridger Aviation a fee equal to 99 % of all revenue it received from the use and deployment of Bridger Aviation’s aircraft.

MA, LLC was obligated to operate and maintain the aircraft in accordance with applicable FAA standards.

MA, 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 substantial control.

Accordingly, the Company consolidated MA, LLC for the periods prior to November 7, 2022 and all intercompany expenses associated with MA, LLC and its Aviation Agreement were eliminated in consolidation.

On November 17, 2023, we entered into a series of agreements designed to facilitate the purchase and return to service of four Canadair CL-215T Amphibious Aircraft (the “Spanish Scoopers”) originally awarded to our wholly-owned subsidiary, Bridger Aerospace Europe, S.L.U.

(“BAE”), in September 2023 via a public tender process from the Government of Spain for € 40.3 million.

Bridger Aerospace Europe, S.L.U.

(“BAE”) and MAB Funding, LLC (“MAB”):

On November 17, 2023, we entered into a series of agreements designed to facilitate the purchase and return-to-service of four Canadair CL-215T Amphibious Aircraft (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.

Under the terms of the agreements, we agreed to sell the entire outstanding equity interest in BAE to MAB and purchase $ 4.0 million of non-voting Class B units of MAB.

3 unchanged sentences

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 year ended December 31, 2023.

Accordingly, neither of these entities have been consolidated in the Consolidated Financial Statements of the Company for the years ended December 31, 2024 and 2023.

Refer to “Note 17 – Commitments and Contingencies” included in this Annual Report on Form 10-K for additional details.

The Company’s business is generally seasonal, with a significant portion of total revenue occurring during the second and third quarters of the fiscal year due to the North American fire season.

However, the weather dependency and seasonal fluctuation in the need to fight wildfires based upon location and the varying intensity of the fire season may lead our operating results to fluctuate significantly from quarter to quarter and year to year.

Use of Estimates

The preparation of financial statements in conformity with GAAP, requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities, disclosure of gain or loss contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from their estimates and such differences could be material to the consolidated financial statements.

Significant items subject to such estimates and assumptions include:

(a) excess and aging aircraft support parts reserves, (b) allowance for doubtful accounts, (c) useful lives of property, plant and equipment, net, (d) allocation of the purchase price to the fair value of assets acquired and liabilities assumed, (e) impairment of long-lived assets, goodwill and other intangible assets, (f) disclosure of fair value of financial instruments, (g) variable interest entities, (h) accounting for Series A Preferred Stock and Legacy Bridger Series C Preferred Shares, (i) revenue recognition, (j) estimates and assumptions made in determining the carrying values of goodwill, other intangible assets, and contingent consideration and (k) Public Warrants and Private Placement Warrants .

Such estimates and assumptions include:

(a) excess and aging aircraft support parts reserves, (b) allowance for doubtful accounts, (c) useful lives of property, plant and equipment, net, (d) allocation of the purchase price to the fair value of assets acquired and liabilities assumed, (e) impairment of long-lived assets, goodwill and other intangible assets, (f) disclosure of fair value of financial instruments, (g) variable interest entities, (h) accounting for Series A Preferred Stock, (i) revenue recognition, (j) estimates and assumptions made in determining the carrying values of goodwill, other intangible assets and contingent consideration and (k) Public Warrants and Private Placement Warrants.

In the future, the Company may realize actual results that differ from the current reported estimates and if the estimates that the Company has used change in the future, such changes could have a material impact on the Company’s consolidated financial position, results of operations and cash flows.

Cash and Cash Equivalents

1 unchanged sentence

Cash equivalents are placed primarily in time deposits and money market funds due in three months or less.

The Company’s subsidiaries generally maintain cash account balances sufficient to meet their short-term working capital requirements and periodically remit funds to the parent company to pay intercompany lease, maintenance and other charges.

Substantially all of the Company’s cash is concentrated in a few financial institutions.

At times, deposits in these institutions exceed the federally insured limits.

The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk related to cash.

Restricted Cash

Restricted cash includes cash and cash equivalents that are not readily available for use in the Company’s operating activities.

The Company had $ 14.0 million and $ 12.3 million of restricted cash as of December 31, 2023 and 2022, respectively.

These funds are held in a demand deposit account or highly rated money market fund.

The Company had $ 14.0 million and $ 9.3 million in restricted cash related to the Series 2022 Bonds and zero and $ 3.0 million of restricted cash held in escrow as of December 31, 2023 and 2022, respectively.

The restricted cash amounts as of December 31, 2024 and 2023, respectively, relate to the Series 2022 Bonds.

Investments in Marketable Securities

9 unchanged sentences

For the years ended December 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.

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

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

Each reporting period, the Company evaluates the collectability of the outstanding note receivable balance.

If the promissory note is deemed uncollectible, the Company will record the value of the note and the accrued interest as bad debt expense.

For the years ended December 31, 2023 and 2022, the Company did not record any bad debt expense based on the assessment of the receivable.

Aircraft Support Parts

2 unchanged sentences

Property, Plant and Equipment, net

Property, plant and equipment are recorded at cost when acquired.

Except for aircraft, engines and rotable parts, depreciation is computed on the straight-line basis over the estimated useful life of property, plant and equipment and is recorded in Cost of revenues and Selling, general and administrative expense in the Consolidated Statements of Operations.

Depreciation for aircraft, engines and rotable parts is recorded over the estimated useful life based on flight hours.

Property and equipment, net owned by the Company is depreciated over the estimated useful lives of individual assets.

Depreciation for aircraft, engines and rotable parts is recorded over the estimated useful life based on flight hours and is recorded in Cost of revenues in the Consolidated Statements of Operations.

Depreciation for vehicles and equipment, buildings and leasehold improvements is computed using the straight-line method over the estimated useful lives of the property, plant and equipment and is recorded in Selling, general and administrative expense in the Consolidated Statements of Operations.

Airplane hangars located on leased airport property are considered leasehold improvements with useful lives determined based on the estimated life of the underlying ground lease.

The table below summarizes depreciable lives by asset category:

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Buildings 50 years

Leasehold improvements 27 – 29 years

Aircraft undergo maintenance activities including routine repairs, inspections, part replacements and overhauls as required by regulatory authorities or manufacturer specifications.

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Costs that increase the value of the aircraft are capitalized as Property, plant and equipment, net in the Consolidated Balance Sheets and are depreciated over the asset’s useful life.

Upon retirement or sale, the property, plant and equipment disposed of and the related accumulated depreciation are removed from the Consolidated Balance Sheets and any resulting gain or loss is recorded as Selling, general and administrative expense in the Consolidated Statements of Operations.

Interest on long-term debt for the development or manufacturing of Company assets is capitalized to the asset until the asset enters production or use, and thereafter all interest is charged to expense as incurred.

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Contingent consideration represents an obligation of the acquirer to transfer additional assets or equity interests to the seller if future events occur or conditions are met, is recognized when probable and reasonably estimable.

Contingent consideration recognized is included in the initial cost of the assets acquired and recorded in Accrued expenses and other current liabilities and Long-term accrued expenses and other noncurrent liabilities in the Consolidated Balance Sheets.

Subsequent changes in the estimated fair value of contingent consideration are recognized as Selling, general and administrative expenses in the Consolidated Statements of Operations.

Contingent consideration is first assessed as either an equity or liability depending on the nature of the consideration.

All contingent considerations is classified as a liability.

Subsequent changes in the estimated fair value of contingent consideration are recognized as Selling, general and administrative expenses within the Consolidated Statements of Operations.

Intangible Assets

In accordance with ASC Topic 350, Intangibles - Goodwill and Other , the Company classifies intangible assets into two categories:

(1) intangible assets with finite lives subject to amortization and (2) intangible assets with indefinite lives not subject to amortization.

Separately, the Company tests intangible assets with finite lives for impairment if conditions exist that indicate the carrying value may not be recoverable.

Such conditions may include an economic downturn in a geographic market or a change in the assessment of future operations.

The Company records an impairment charge when the carrying value of the finite lived intangible asset is not recoverable by the cash flows generated from the use of the asset.

The Company determines the useful lives of identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset.

Factors considered when determining useful lives include the contractual term of any agreement, the history of the asset, the Company’s long-term strategy for the use of the asset, any laws or other local regulations that could impact the useful life of the asset, and other economic factors, including competition and specific market conditions.

Intangible assets that are deemed to have finite lives are amortized, generally on a straight-line basis, over their useful lives, ranging from one to 15 years.

Intangible assets consist of finite-lived intangible assets acquired through the Company’s historical business combinations and software developed for internal-use.

In accordance with ASC Topic 350-40, Software - Internal-Use Software , the Company capitalizes certain direct costs of developing internal-use software that are incurred in the application development stage, when developing or obtaining software for internal use.

The Company assesses impairment related to software in accordance with ASC Topic 985-20, Software – Costs of Software To Be Sold, Leased, or Marketed.

Once the internal use software is ready for its intended use, it is amortized on a straight-line basis over its useful life.

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Beginning in 2023, the Company assesses goodwill for impairment as of October 1 annually or more frequently upon an indicator of impairment.

Prior to 2023, the Company assessed goodwill for impairment as of December 31 annually or more frequently upon an indicator of impairment.

The change to an October 1 annual goodwill impairment assessment date was made to ensure the completion of the Company’s assessment prior to the end of its annual reporting period, thereby aligning impairment testing procedures with its year-end financial reporting.

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The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.

If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value the Company compares the fair value of a reporting unit with its carrying amount.

The Company determines the fair value of a reporting unit by estimating the present value of expected future cash flows, discounted by the applicable discount rate.

If the carrying value exceeds the fair value, the Company measures the amount of impairment loss, if any, by comparing the implied fair value of the reporting unit goodwill with its carrying amount.

No impairment charges have been required.

If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, a quantitative assessment is performed, and the fair value of the reporting unit is determined.

If the carrying value of the reporting unit exceeds its fair value, an impairment loss equal to the excess is recorded.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

If the carrying amount of the asset exceeds its estimated undiscounted net cash flow, excluding interest, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds its fair value.

Investments accounted for under the equity method are recorded based upon the amount of the Company’s investment and are adjusted each period for the Company’s share of the investee’s income or loss.

Investments are reviewed periodically for changes in circumstances or the occurrence of events that suggest an other-than-temporary event where the investment may not be recoverable.

Long-lived assets are reviewed for impairment in accordance with ASC Topic 360, Property, Plant and Equipment , whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net cash flows (undiscounted and without interest) expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Cost Method Investments

The Company holds equity securities without a readily determinable fair value, which are only adjusted for observable price changes in orderly transactions for the same or similar equity securities or any impairment.

As of December 31, 2023 and 2022, the Company had $ 5.0 million and $ 1.0 million of cost method investments included in Other noncurrent assets in the Consolidated Balance Sheets, respectively.

As of December 31, 2024 and 2023, the Company had $ 5.0 million of cost method investments included in Other noncurrent assets in the Consolidated Balance Sheets.

Deferred Offering Costs

Deferred offering costs primarily consist of capitalized legal, accounting and other third-party costs incurred that are directly related to the Reverse Recapitalization, which has been accounted for as a reverse recapitalization.

These costs were recorded to Stockholders’ deficit as a reduction of Additional paid-in capital generated upon the completion of the Reverse Recapitalization.

As of December 31, 2023, the Company recorded $ 18.0 million to Stockholders’ deficit in the Consolidated Balance Sheets.

For the year ended December 31, 2023, the Company recorded $ 0.5 million to Selling, general and administrative expense in the Consolidated Statements of Operations.

As of December 31, 2022, the Company recorded $ 5.8 million of deferred offering costs in the Consolidated Balance Sheets.

Deferred offering costs primarily consist of capitalized legal, accounting and other third-party costs incurred that are related to the Reverse Recapitalization and subsequent securities offerings.

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

For the years ended December 31, 2024 and 2023, the Company recorded zero and $ 0.5 million to Selling, general and administrative expense in the Consolidated Statements of Operations.

Debt Issuance Costs

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Fair Value of Financial Instruments

The Company follows guidance in ASC 820, Fair Value Measurement (“ASC 820”), where fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

In accordance with ASC 820, Fair Value Measurement (“ASC 820”), fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value measurements are determined within a framework that establishes a three-tier hierarchy which maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes.

Inputs may be observable or unobservable.

Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company.

Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company’s business.

Unobservable inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available.

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Revenue Recognition

The Company charges daily and hourly rates depending upon the type of firefighting service rendered and under which contract the services are performed.

These services are primarily split into flight revenue and standby revenue.

Flight revenue is earned primarily at an hourly rate when the engines of the aircraft are started and stopped upon request of the customer, tracked via flight logs for Super Scoopers or a Hobbs meter for other aircraft.

Standby revenue is earned primarily as a daily rate when aircraft are available for use at a fire base, awaiting request from the customer for flight deployment.

The Company enters into short, medium and long-term contracts with customers, primarily with government agencies during the firefighting season, to deploy aerial fire management assets.

Revenue is recognized when performance obligations under the terms of a contract with our customers are satisfied and payment is typically due within 30 days of invoicing.

Invoicing occurs as the services are rendered and includes the use of the aircraft, pilot and field maintenance personnel to support the contract.

Contracts are based on either a Call-When-Needed (“CWN”) or Exclusive Use (“EU”) basis.

Rates established are generally more competitive based on the security of the revenue from the contract (i.e., an EU versus only on an as-needed basis in CWN).

These rates are delineated by the type of service, generally flight time or time available for deployment.

Once an aircraft is deployed on a contract the fees are earned at these rates, the aircraft cannot be obligated to another customer.

Contracts have no financing components and consideration is at pre-determined rates.

No variable considerations are constrained within the contracts.

The transaction prices are allocated on the service performed and tracked real-time by each operator in a duty log.

On at least a monthly basis, the services performed and rates are validated by each customer.

Acceptance by the customer is evidenced by their funded task order or accepted invoice.

Aerial firefighting revenues

The Company enters into short, medium and long-term contracts with customers, primarily with government agencies during the firefighting season, to perform aerial firefighting services (fire suppression and air attack).

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”).

The majority of the Company’s aerial firefighting contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, are not distinct.

The Company primarily performs the following activities on contracts as part of a stand-ready obligation:

(i) providing our aircraft, pilot, and field maintenance personnel necessary to operate the aircraft (ii) performing the services required on the contract, whether it be fire suppression or aerial surveillance services.

The integrated firefighting services that we perform under each contract represent a single performance obligation satisfied over time, as a series of distinct time increments.

Our firefighting contracts generally provide for payment on a day rate basis.

Such activities consist of standby and flight time.

Standby rates are charged daily when aircraft is available for use at a fire base, awaiting request from the customer for flight deployment.

Flight time is charged hourly when the engines of the aircraft are started and stopped upon request of the customer.

The amounts billed to the customer are determined based on varying rates applicable to the specific activities performed on a daily basis.

Such consideration is allocated to the distinct daily increment it relates to within the contract and therefore, recognized as we perform the daily firefighting services on the contract.

We measure progress in a manner that depicts the performance of transferring control to the customer.

As such, we utilize the output method to recognize revenue over time as this depicts the Company’s performance toward complete satisfaction of the performance obligation.

As the Company has a right to consideration from customers in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date, the Company has applied the practical expedient to recognize revenue in the amount to which we have the right to invoice.

We have elected to exclude from the transaction price all taxes assessed by governmental and foreign authorities.

Maintenance repair revenue consists of maintenance repair and return-to-service work performed on customer aircraft.

The Company commonly contracts with third-parties to perform certain repair and return-to-service work.

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.

Each maintenance contract consists of integrated repair and return-to-service activities that are highly interdependent, and therefore, represent a single performance obligation.

For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract.

The primary method used to estimate standalone selling price is the expected-cost-plus-margin approach, under which the Company forecasts the expected costs of satisfying a performance obligation and then adds an appropriate margin for that distinct good or service.

The Company satisfies the underlying performance obligations over time as either the customer obtains control or receives benefits as work is performed on the contract, or the products we are building are assets with no alternative use and we have an enforceable right to payment.

As a result, under ASC 606, revenue is recognized over time using the cost-to-cost method (cost incurred relative to total estimated cost at completion).

Contract estimates

Actual revenues and project costs may vary from previous estimates due to changes in a variety of factors.

The cost estimation process is based upon the professional knowledge and experience of our engineers, project managers and financial professionals.

Factors that are considered in estimating the work to be completed and ultimate contract recovery include the availability and productivity of labor, the nature and complexity of the work to be performed, the availability of materials, and the effect of any delays on our project performance.

We periodically review our job performance, job conditions, estimated profitability and final contract settlements, including our estimate of total costs and make revisions to costs and income in the period in which the revisions are probable and reasonably estimable.

We bear the risk of cost overruns in most of our contracts, which may result in reduced profits.

Whenever revisions of estimated contract costs and contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period.

Contracts can be modified to account for changes in contract specifications and requirements.

Contract modifications are considered to exist when the modification either creates new or changes the existing enforceable rights and obligations.

Most of the Company’s contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract.

The effect of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis.

Total cumulative catch-up adjustments were not material for the year ended December 31, 2024.

Other revenues

Other revenue primarily consists of training services and lease revenue when we lease our owned aircraft to third parties, typically on an hourly or daily basis.

For the years ended December 31, 2024 and 2023, we had lease revenue of $ 4.9 million and $ 0.9 million, respectively.

Contract assets & liabilities

The timing of revenue recognition, customer billings, and cash collections results in a contract asset or contract liability at the end of each reporting period.

For instances where we recognize revenue prior to having an unconditional right to payment, we record a contract asset.

When an unconditional right to consideration exists, we reduce our contract asset and recognize an unbilled or trade receivable.

When amounts are dependent on factors other than the passage of time in order for payment from a customer to be due, we record a contract asset which consists of costs incurred where revenue recognized over time using the cost-to-cost model exceeds the amounts billed to customers.

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

Contract liabilities include advance payments and billings in excess of revenue recognized.

Contract liabilities are recorded as deferred revenue within Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

Certain customers make advance payments prior to the satisfaction of our performance obligations on the contract.

These amounts are recorded as contract liabilities until such performance obligations are satisfied over time as costs are incurred.

Contract assets and contract liabilities are determined on a contract-by-contract basis.

Payment terms vary by customer and type of revenue contract.

The Company generally expects that the period of time between payment and transfer of promised goods or services will be less than one year.

In such instances, the Company has elected the practical expedient to not evaluate whether a significant financing component exists.

Net contract assets are as follows:

As of December 31,

$s in thousands 2024

Contract assets $ 1,746

Contract liabilities 858

Net contract assets $ 888

The Company did not have contract assets or liabilities as of January 1, 2023 or December 31, 2023, thus there was no revenue recognized for the year ended December 31, 2024 that was previously recognized in contract liabilities.

Changes in the balances of the Company’s contract assets and liabilities primarily result from timing differences between revenue recognition and customer billings and/or payments.

There were no significant impairment losses related to any receivables or contract assets arising from the Company’s contracts with customers during the year ended December 31, 2024.

As of December 31, 2024, the Company has remaining unsatisfied performance obligations of $ 8.1 million, of which the entire balance is expected to be recognized as revenue within the next twelve months .

Contract costs

The Company has not incurred incremental costs for obtaining contracts with customers.

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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.

Contract liabilities are recorded when cash payments are received or due in advance of performance.

Payment terms vary by customer and type of revenue contract.

The Company generally expects that the period of time between payment and transfer of promised goods or services will be less than one year.

In such instances, the Company has elected the practical expedient to not evaluate whether a significant financing component exists.

As permitted under the practical expedient available under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for which the Company recognizes revenue at the amount which it has the right to invoice for services performed.

Other revenue consists of leasing revenues for facilities as well as external repair work performed on customer aircraft.

Revenue Disaggregation

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Aerial surveillance 13,062 9,730

MRO 13,918 48

Other services 4,868 908

Total revenues $ 98,613 $ 66,708

The following table presents the disaggregation of revenue by type:

For the Years Ended December 31,

$s in thousands 2024 2023

Flight revenue $ 34,171 $ 25,105

Standby revenue 30,650 20,772

Other revenue 1,887 511

Total revenues $ 66,708 $ 46,388

The following table presents the disaggregation of revenue by geographic area:

For the Years Ended December 31,

$s in thousands 2023 2022

United States $ 88,527 $ 49,486

Spain 10,086 48

Canada — 17,174

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Concentration Risk

During the year ended December 31, 2023, the Company had three customers who individually accounted for 65 %, 12 %, and 11 % of total revenues and two customers accounted for 39 % and 34 % of accounts receivable.

During the year ended December 31, 2022, the Company had one customer who individually accounted for 95 % of total revenues and one customer who individually accounted for 62 % of accounts receivable.

For periods prior to the Business Combination, Bridger Aerospace Group Holdings, LLC is a partnership for federal income tax purposes.

Consequently, federal income taxes are not payable or provided for by Legacy Bridger.

Members are taxed individually on their pro rata ownership share of the Legacy Bridger’s earnings.

Legacy Bridger’s net income or loss is allocated among the members in accordance with the Company’s operating agreement.

Subsequent to the Business Combination, Bridger Aerospace Group Holdings, Inc.

became the successor of Legacy Bridger as discussed in “ Note 1 – Organization and Basis of Presentation .” Bridger is subject to U.S.

The Company had two customers who individually accounted for 61 % and 12 % of total revenues for the year ended December 31, 2024, and three customers who individually accounted for 65 %, 12 % and 11 % of total revenues for the year ended December 31, 2023.

The Company had three customers who individually accounted for 42 %, 17 % and 13 % of total accounts receivable as of December 31, 2024, and three customers who individually accounted for 39 %, 34 % and 19 % of total accounts receivable as of December 31, 2023.

For periods prior to the Reverse Recapitalization, Bridger Aerospace Group Holdings, LLC is a partnership for federal income tax purposes.

Consequently, federal income taxes were not payable or provided for by Legacy Bridger.

Members were taxed individually on their pro rata ownership share of the Legacy Bridger’s earnings.

Legacy Bridger’s net income or loss was allocated among the members in accordance with the Company’s operating agreement.

Subsequent to the Reverse Recapitalization, Bridger Aerospace Group Holdings, Inc.

became the successor of Legacy Bridger as discussed in “ Note 1 – Organization and Basis of Presentation ” included in this Annual Report on Form 10-K.

Bridger is subject to U.S.

federal income taxes, in addition to state and local income taxes, with respect to net taxable income or loss and any related tax credits of the Company.

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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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The valuation allowance may be reversed in a subsequent reporting period if Bridger determines that it is more likely than not that all or part of the deferred tax asset will become realizable.

Segment Reporting

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance.

The Company’s Chief Executive Officer is the Company’s CODM.

The Company manages its operations as a single segment for purposes of assessing performance, making operating decisions and allocating resources.

This one operating and reporting segment primarily focuses on aerial firefighting.

Concentration of Credit Risk

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The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in Accumulated other comprehensive income and are reclassified into the line item in the Consolidated Statements of Comprehensive loss in which the hedged items are recorded in the same period the hedged items affect earnings.

In addition, settlements on cash flow hedges are recorded in the same section of the Consolidated Statement of Cash Flows as the underlying nature of the hedged item.

The Company formally assesses whether the financial instruments used in hedging transactions are effective at offsetting changes in either the fair values or cash flows of the related underlying exposures.

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The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of the Company’s exposure to the financial risks described above.

Earnings (Loss) Per Share

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

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

(Loss) Earnings Per Share

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

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.

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 of Common Stock outstanding immediately after the Closing to effect the reverse recapitalization.

Subsequent to the Closing, earnings per share is calculated based on the weighted average number of shares of Common Stock outstanding.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

Legal costs incurred in connection with loss contingencies are expensed as incurred.

Collaboration Agreements

The Company analyzes its collaboration arrangement to assess if it is within the scope of ASC Topic 808, Collaborative Agreements (“ASC 808”) by determining whether such an arrangement involves joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities.

This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement.

If the Company concluded that it has a customer relationship with its collaborator, the collaboration arrangement would be accounted for under ASC 606.

(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 of Common Stock 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 number of shares of Common Stock outstanding.

Stock-Based Compensation

The Company accounts for its stock-based compensation in accordance with provisions of ASC 718, Compensation-Stock Compensation at the grant date fair value.

The Company accounts for its stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation .

Legacy Bridger granted Incentive Units which contain service and performance vesting conditions to select board members and an executive officer.

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For performance related units, expense is recognized when the performance related condition is considered probable.

In connection with the Closing, the Company along with the Board established and approved and assumed the Bridger Aerospace Group Holdings, Inc.

2023 Omnibus Incentive Plan (the “Omnibus Plan”) which allowed the Company to grant RSUs to Bridger employees (the “Participants”).

In connection with the Closing, the Company along with the Board established and approved and assumed the Omnibus Plan which allowed the Company to grant RSUs to Bridger employees (the “Participants”).

Upon satisfying the vesting conditions, each RSU provides the Participants the right to receive one share of Common Stock.

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Stock-based compensation is included in both Cost of revenues and Selling, general and administrative expense in the Consolidated Statements of Operations.

Advertising Expense

Advertising costs are expensed as incurred and are included in Selling, general and administrative expense in the Consolidated Statement of Operations.

Advertising expense for the years ended December 31, 2023 and 2022 was $ 0.1 million and $ 0.7 million, respectively.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments .

The amendments in this ASU replace the incurred loss model for recognition of credit losses with a methodology that reflects expected credit losses over the life of the loan and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates.

The Company adopted this standard on January 1, 2023.

The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU No.

2017-04, Intangibles-Goodwill and Other (Topic 350):

Intangibles - Goodwill and Other:

Simplifying the Test for Goodwill Impairment .

This update modifies the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value.

In order to reduce complexity, an entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination.

The Company adopted this standard on January 1, 2023.

The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.

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.

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

In November 2024, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

This update expands annual and interim reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

This new guidance is effective for the Company for its fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

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

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures.

This update enhances annual and interim disclosures, in the notes to financial statements, of specified information about certain costs and expenses.

This new guidance is effective for the Company for its fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting the new accounting guidance on the Company’s Consolidated Financial Statements.

In December 2023, the FASB issued ASU No.

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The Company is currently evaluating the impact of adopting the new accounting guidance on the Company’s Consolidated Financial Statements.

NOTE 3 – STOCKHOLDERS’ DEFICIT

For periods prior to the Closing, Legacy Bridger had Class A, Class B, Class C and Class D Common Shares.

As described in “Note 1 – Organization and Basis of Presentation , ” on January 24, 2023, the Company consummated the Reverse Recapitalization between JCIC and Legacy Bridger.

Subsequent to the Closing, the Company’s Common Stock is the only authorized and issued class of common stock.

Legacy Bridger Common Shares

Legacy Bridger had 30,000,000 Class A Common Shares issued and outstanding as of December 31, 2022.

The holders of these shares were entitled to one vote for each share held of record on all matters submitted to a vote of our shareholders.

These Class A Common Shares were issued to ElementCompany, LLC.

Legacy Bridger had 9,756,130 Class B Common Shares issued and outstanding as of December 31, 2022.

The holders of these shares are entitled to one vote for each share held of record on all matters submitted to a vote of our shareholders.

Legacy Bridger had 243,871 Class C Common Shares issued and outstanding as of December 31, 2022.

Legacy Bridger also had 606,061 shares of Class D Common Shares issued and outstanding as of December 31, 2022.

The Class C and Class D shares were non-voting shares.

The voting power of Legacy Bridger followed the structure of the elected Board members with 3 designees from the holders of Class A Common Shares and 2 designees from the holders of Class B Common Shares.

This was planned to remain in place while the holders of Class B Common Shares in aggregate hold at least 10 % of the common shares outstanding and prior to any initial public offering, at which point voting power would change, based on the relevant shares outstanding.

Bridger Common Stock

In connection with the Reverse Recapitalization, the Company issued 43,769,290 shares of Common Stock, of which 39,081,744 shares were issued to Legacy Bridger Common shareholders, 2,084,357 shares were issued to the public shareholders of JCIC and 2,603,189 shares were issued to JCIC Sponsor and independent directors of JCIC upon Closing.

Of the shares issued to Legacy Bridger Common shareholders and JCIC Sponsor, 233,323 and 855,000 shares are subject to continuing vesting conditions, respectively.

In connection with the Ignis Acquisition, the Company issued 426,531 shares of Common Stock which were issued to the shareholders of the Seller.

Refer to “Note 10 – Acquisition Activity” included in this Annual Report on Form 10-K.

Holders of Common Stock are entitled to full economic rights, including the right to receive dividends when and if declared by the Board, subject to any statutory or contractual restrictions of the payment of dividends and any restrictions on the payment of dividends imposed by the vesting conditions of the unvested Common Stock.

Each holder of Common Stock is entitled to one vote for each Common Stock held.

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 Consolidated Financial Statements.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis.

The Company adopted ASU 2023-07 during the year ended December 31, 2024.

Refer to “ Note 23 – Segment and Geographic Information ” included in this Annual Report on Form 10-K for further detail.

NOTE 3 – SUPPLEMENTAL CASH FLOW INFORMATION

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Interest paid $ 23,137 $ 23,220

Non-cash investing and financing activities:

Fixed assets in accounts payable — 205

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Series A Preferred Stock - adjustment to maximum redemption value 25,339 22,181

Legacy Bridger Series A Preferred Shares - adjustment for redemption, extinguishment and accrued interest — 85,663

Legacy Bridger Series C Preferred Shares - adjustment for maximum redemption value — ( 202,689 )

Non-cash operating and financing activities:

Assumption of Jack Creek liabilities $ 7,464 $ —

Purchase consideration of FMS acquisition paid in Common Stock 14,179 —

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

Recognition of new right-of-use asset and corresponding operating lease liability 1,262 7,940

Assumption of JCIC liabilities — 7,464

Recognition of Warrant liabilities — 5,863

Bonuses paid in Common Stock — 3,829

Cancellation of deferred underwriting fee — 1,500

Recognition of new right-of-use asset and corresponding operating lease liability 7,940 130

Bonuses paid in Class A Common Stock 3,829 —

Purchase consideration of Ignis acquisition paid in Class A Common Stock 3,242 —

Deferred offering costs included in accrued expenses and other current liabilities — 2,291

NOTE 4 – CASH EQUIVALENTS AND INVESTMENTS IN MARKETABLE SECURITIES

The investments in marketable securities are classified as available-for-sale debt securities with short-term maturities of less than one year.

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

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

As of December 31,

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Price Unrealized

Gains Unrealized Losses Fair Value

Investments in marketable securities:

Government securities 999 10 — 1,009

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

As of December 31, 2022

$s in thousands Purchase

Price Unrealized

Gains Unrealized

Losses Fair Value

Gains Fair Value

Investments in marketable securities:

Commercial paper $ 32,636 $ 278 $ — $ 32,914

Corporate bonds and notes 15,413 3 — 15,416

Government securities 999 10 1,009

Total investments in marketable securities $ 999 $ 10 $ 1,009

The net unrealized gain included in accumulated other comprehensive income for the years ended December 31, 2023 and 2022 was $ 0.2 million and $ 0.3 million, respectively.

The proceeds from sales of available-for-sale securities and gross realized gains included in earnings for the years ended December 31, 2023 and 2022 are $ 55.4 million and $ 5.5 million, respectively, and $ 0.8 million and $ 0.6 million, respectively.

The Company did no t have any investments in marketable securities as of December 31, 2024.

The net unrealized gain included in Accumulated other comprehensive income for the years ended December 31, 2024 and 2023 are zero and $ 0.2 million, respectively.

The proceeds from sales of available-for-sale securities and gross realized gains included in earnings for the years ended December 31, 2024 and 2023 are $ 1.1 million and $ 16,000 , respectively, and $ 55.4 million and $ 0.8 million, respectively.

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

There have been no impairments measured for the years ended December 31, 2023 and 2022.

For the years ended December 31, 2023 and 2022, the Company reclassified out of accumulated other comprehensive income of $ 0.6 million and zero , respectively.

For the years ended December 31, 2024 and 2023, the Company reclassified out of Accumulated other comprehensive income a loss of $ 30,000 and a gain of $ 0.6 million, respectively.

NOTE 5 – ACCOUNTS AND NOTE RECEIVABLE

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Trade accounts receivable $ 3,213 $ 681

Unbilled receivable 1,746 —

Foreign tax receivable 986 237

Note receivable — 3,000

Total accounts and note receivable $ 5,945 $ 4,113

Substantially all accounts receivable at December 31, 2024, are expected to be collected in 2025.

The Company does not believe it has significant exposure to credit risk, as accounts receivable and the related unbilled amounts are primarily from contracts associated with the U.S.

Unbilled receivable consists of earned revenue that has not yet been billed specific to FMS cost to cost contracts as described in “Note 2 – Summary of Significant Accounting Policies” included in this Annual Report on Form 10-K.

On September 5, 2023, the Company entered into a secured promissory note in the amount of $ 3.0 million.

This note accrues interest at a rate of 8.5 % per annum and is due and payable on January 20, 2024.

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

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

Foreign tax receivable consists primarily of value-added taxes charged by the Spanish government.

NOTE 6 – AIRCRAFT SUPPORT PARTS

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Prepaid insurance $ 1,472 $ 1,324

Deposits 120 65

Prepaid subscriptions 1,229 1,115

Deposits 1,044 120

Total prepaid expenses and other current assets $ 3,924 $ 2,648

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Aircraft, net 147,667 159,169

Construction-in-progress - Aircraft — 16,992

Leasehold improvements 35,504 34,824

Buildings 1,054 1,117

Vehicles and equipment 5,921 4,870

Construction-in-progress - Buildings 5 13,780

Capitalized software and development costs 35 —

Construction-in-progress - Leasehold improvements 5 5

Finance lease right-of-use-asset 101 121

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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 three of our Twin Commander aircraft and the lack of customers for our two Aurora eVTOL Skiron drone 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.

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

For the year ended December 31, 2023, the Company recorded associated impairment charges of $ 2.4 million in Selling, general and administrative expense in the Consolidated Statements of Operations.

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

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

For the year ended December 31, 2024, the Company recorded no impairment charges.

For the year ended December 31, 2023, associated impairment charges of $ 2.4 million in Selling, general and administrative expense in the Consolidated Statements of Operations.

For the years ended December 31, 2024 and 2023, the Company recorded losses on disposals of assets of $ 0.4 million and $ 1.2 million, respectively, in Selling, general and administrative expense in the Consolidated Statements of Operations.

For the years ended December 31, 2023 and 2022, capitalized interest to equipment from debt financing was $ 1.2 million and $ 0.7 million, respectively.

Aircraft that was being manufactured was considered construction in process and was not depreciated until the aircraft was placed into service.

For the years ended December 31, 2024 and 2023, capitalized interest to equipment from debt financing was zero and $ 1.2 million, respectively.

NOTE 9 – ACQUISITION ACTIVITY

2024 Acquisition Activity

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

(“FMS” and the “FMS Acquisition”), a turn-key provider of integration solutions for government and commercial customers including instrumentation, flight testing and airworthiness certification, for total initially estimated consideration of $ 21.2 million, payable in unregistered shares of Bridger’s Common Stock, with $ 19.0 million fair value of Common Stock consideration paid at closing to the former stockholders of FMS (consisting of 3,728,945 restricted shares of Common Stock 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 shares issued at close were issued at the fair value upon the closing date.

The remaining $ 2.2 million of fair value 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.

During the measurement period, the Company revised the total purchase consideration of the FMS Acquisition due to changes in working capital adjustments, closing price adjustments and a deferred tax liability adjustment.

As a result, total consideration decreased by $ 4.8 million.

These adjustments resulted in a corresponding decrease in goodwill of $ 4.0 million.

The maximum number shares of Common Stock issuable to the former FMS stockholders 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 following such 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 tables summarizes the FMS Acquisition consideration and the preliminary fair value estimates of assets acquired and liabilities assumed, recognized at the date of the FMS Acquisition, with preliminary purchase price allocation adjustments since the preliminary purchase price allocation as previously disclosed as of June 30, 2024:

$s in thousands As of June 30, 2024 Net Working Capital Adjustment Closing Price Adjustment As of December 31, 2024

Common Stock $ 16,197 $ — $ ( 3,136 ) $ 13,061

Working Capital Excess Shares 233 — ( 59 ) 174

Closing Cash Shares Adjustment 1,792 ( 1,600 ) ( 49 ) 143

Accrued Dividends Payable Adjustment 800 — — 800

Earnout Shares 2,164 — — 2,164

Total purchase price $ 21,186 $ ( 1,600 ) $ ( 3,244 ) $ 16,342

$s in thousands As of June 30, 2024 Adjustments As of December 31, 2024

Cash and cash equivalents 2,592 — 2,592

Accounts receivable 1

2,684 17 2,701

Aircraft support parts 265 — 265

Prepaid expenses and other current assets 124 — 124

Property, plant and equipment 1,014 — 1,014

Intangible assets 3,900 — 3,900

Other noncurrent assets 838 1,016 1,854

Accounts payable ( 259 ) — ( 259 )

Dividends payable ( 800 ) — ( 800 )

Deferred revenue ( 90 ) ( 90 ) ( 180 )

Accrued expenses and other current liabilities ( 170 ) — ( 170 )

Operating right-of-use current liability — ( 56 ) ( 56 )

Operating right-of-use noncurrent liability — ( 960 ) ( 960 )

Deferred tax liability ( 490 ) ( 779 ) ( 1,269 )

Total identifiable net assets 9,608 ( 852 ) 8,756

Goodwill 11,578 ( 3,992 ) 7,586

Total purchase price $ 21,186 $ ( 4,844 ) $ 16,342

1 Balance includes $ 1.0 million in unbilled receivable.

Fair value of accounts receivable approximates the contractual amount.

Purchase price allocation adjustments related primarily to net working capital, closing price and deferred tax liability adjustments.

Goodwill of $ 7.6 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.

The transaction costs related to the acquisition were not material.

The operating results of the acquisition have been included in the Company’s results of operations from the effective date of the acquisition.

The amounts of revenue and operating loss of FMS included in the Company’s condensed consolidated statement of operations for the year end December 31, 2024 were $ 3.0 million and $ 0.9 million, respectively.

2023 Acquisition Activity

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

(“Ignis”), 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 (the “Acquisition”).

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 $ 8.3 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.

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.

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 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.

During 2024, certain performance conditions were met, resulting in a total settlement payment of $ 4.0 million, which was settled in shares on June 30, 2024.

The excess over the initial fair value estimate was recorded as an expense in acquisition related costs in the Consolidated Statements of Operations.

As of December 31, 2024, there is $ 3.7 million remaining of contingent consideration obligations related to the acquisition.

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.

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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.

Acquisition-related costs associated with the Acquisition of $ 0.1 million are included in Selling, general and administrative expense on the Consolidated Statements of Operations for the year ended December 31, 2023.

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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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

The change in goodwill for the year ended December 31, 2023 was as follows:

Changes in the carrying amount of goodwill for years ended December 31, 2024 and 2023 were as follows:

$s in thousands Goodwill

As of December 31, 2022 $ 2,458

Ignis acquisition 10,676

Addition from Ignis Acquisition 10,676

Measurement period adjustment 29

As of December 31, 2023 $ 13,163

The Company’s goodwill as of December 31, 2022 originated from the acquisition of MA, LLC in April 2018.

There were no impairment charges recorded for goodwill for the years ended December 31, 2023 and 2022.

Addition from FMS Acquisition 11,578

Measurement period adjustment ( 3,992 )

As of December 31, 2024 $ 20,749

Intangible assets consisted of the following:

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Amortization Net

Contracts 5.5 $ 3,400 $ ( 309 ) $ 3,091

IPR&D 5 2,783 ( 260 ) 2,523

Trade name 9.5 300 ( 16 ) 284

Customer relationships 3.5 200 ( 29 ) 171

Licenses 10 68 ( 61 ) 7

Internal-use software 3 297 ( 297 ) —

IPR&D 5 1,628 — 1,628

Total intangible assets $ 7,048 $ ( 972 ) $ 6,076

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$s in thousands Estimated Life (Years) Cost Accumulated Amortization Net

Licenses 10 $ 67 $ ( 47 ) $ 20

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

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

As of December 31, 2023, the Company capitalized costs of $ 0.3 million related to IPR&D.

Amortization expense for intangible assets and other noncurrent assets was $ 0.1 million for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2024 and 2023, the Company capitalized costs of $ 1.2 million and $ 0.3 million, respectively, related to IPR&D.

Amortization expense for intangible assets and other noncurrent assets was $ 0.7 million and $ 0.1 million for the years ended December 31, 2024 and 2023, respectively.

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

1 unchanged sentence

$s in thousands Expected

Thereafter 126

Total $ 6,076

NOTE 11 – OTHER NONCURRENT ASSETS

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Operating lease right-of-use asset $ 7,951 $ 7,777

Investment in MAB Funding, LLC 4,000 —

Investment in MAB 4,000 4,000

Prepaid subscriptions 1,543 2,877

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Total other noncurrent assets $ 16,406 $ 16,771

Investment in MAB Funding, LLC

On November 17, 2023, the Company entered into a series of agreements with MAB Funding, LLC (“MAB”) and its subsidiary designed to facilitate the purchase and return to service of four Canadair CL-215T Amphibious Aircraft (the “Spanish Scoopers”) originally awarded to the Company’s wholly-owned subsidiary, Bridger Aerospace Europe, S.L.U.

(“BAE”), in September 2023 via a public tender process from the Government of Spain for € 40.3 million.

Under the terms of the agreements, the Company agreed to sell its entire outstanding equity interest in BAE to MAB and purchase $ 4.0 million of non-voting Class B units of MAB.

The Company also entered into a services agreement with MAB whereby the Company will manage the return to service upgrades of the Spanish Scoopers through the Company’s wholly-owned Spanish subsidiary, Albacete Aero, S.L., while they are owned and funded by MAB.

The service agreement also provides that the Company has the right, but not the obligation, to acquire each Spanish Scooper as it is ready to be contracted and returned to service.

The Company assessed both MAB and BAE for variable interest entity accounting under ASC 810-10-15 and determined that MAB is a voting interest entity and BAE is a variable interest entity.

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.

The Company accounts for its investment in MAB in accordance with ASC 321 as the Company determined that it did not have significant influence as its interests in MAB are non-voting and the Company does not have representation on the Board of Directors of MAB, which makes all significant decisions.

Because MAB is privately held and there is no readily determinable fair value for its stock, the Company will avail itself of the accounting alternative provided by ASC 321 whereby the investment will be accounted for at cost less impairment charges, adjusted for observable price changes in orderly transactions for an identical or similar investment in MAB.

Investment in Overwatch Imaging, Inc.

On February 22, 2022, the Company entered into a collaboration agreement (the “Collaboration Agreement”) with Overwatch Imaging, Inc.

(“Overwatch”), a Delaware corporation, under which the Company and Overwatch collaborate to develop and implement the technical and imaging needs of the Company.

Overwatch agrees to provide the products and services at a discount to the Company under the Collaboration Agreement.

Overwatch’s products and services under the Collaboration Agreement include, but not limited to, imaging systems, software engineer labor related to software-as-a-service support, labor related to sensor operations, and cloud-based image data web service.

The Collaboration Agreement will end upon termination by (i) a mutual agreement between the Company and Overwatch, (ii) either or both parties upon revenue payment to Overwatch not meeting certain thresholds stipulated in the Collaboration Agreement within the second, third, or fourth anniversary of the effective date of the Collaboration Agreement, or (ii) either party upon a material breach of the Collaboration Agreement uncured within thirty (30) days after written notice from the non-breaching party.

The Company determined that both the Company and Overwatch are active participants and exposed to the significant risks and rewards of the collaboration under the Collaboration Agreement.

The Company does not consider its obligations under the Collaboration Agreement as an output of the Company’s ordinary activities in exchange for consideration and Overwatch is not considered a customer under ASC 606.

Therefore, the Company considers the collaboration to be within the scope of ASC 808.

For the years ended December 31, 2023 and 2022, the Company recorded zero and $ 0.8 million, respectively, of purchases of imaging systems under the Collaboration Agreement in Property, plant and equipment, net, and $ 39,000 and $ 0.4 million, respectively of engineering services provided by Overwatch under the Collaboration Agreement in Selling, general and administrative expense.

NOTE 12 – ACCRUED EXPENSES AND OTHER LIABILITIES

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$s in thousands 2024 2023

Contingent consideration $ 8,486 $ —

Accrued interest expense $ 6,487 $ 6,448

Contingent consideration 6,219 8,486

Deferred revenue 858 —

Accrued salaries, wages and bonuses 1,635 1,099

Deferred underwriting fee payable 1,500 1,500

Warrant liabilities 1,066 5,596

Accrued foreign tax 925 2,707

Deferred underwriting fee payable 1,500 —

Accrued salaries, wages and bonuses 1,099 6,516

Finance right-of-use liability 37 46

Embedded derivative of Series A Preferred Stock — 885

Accrued professional fees — 851

Finance right-of-use liability 46 68

Freestanding derivative on Legacy Bridger Series C Preferred Shares — 2,186

Embedded derivative of Legacy Bridger Series C Preferred Shares — 1,040

Other 718 327

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Total long-term accrued expenses and other noncurrent liabilities $ 5,388 $ 10,777

On May 24, 2023, the Company issued $ 4.9 million in Class A Common Stock in lieu of bonuses paid for the bonus pool accrued as of December 31, 2022.

The Company’s bonus pool was accrued throughout the year and was based upon 2022 performance milestones.

On August 19, 2022, the Company also granted $ 10.1 million of discretionary cash bonuses to employees and executives in connection with the issuance of the Legacy Bridger Series C Preferred Shares, issuance of the Series 2022 Bonds for $ 160.0 million and execution of the Transaction Agreements.

Warrant liabilities

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

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

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

The Public Warrants are liability-classified with a balance of $ 0.7 million and $ 3.6 million, respectively, and a fair value of $ 0.04 and $ 0.21 per warrant as of December 31, 2024 and 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 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 $ 2.0 million and a fair value of $ 0.21 per warrant as of December 31, 2023.

As of December 31, 2024 and 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 $ 0.4 million and $ 2.0 million, respectively, and a fair value of $ 0.04 and $ 0.21 per warrant as of December 31, 2024 and 2023, respectively.

Contingent consideration

The Company assumed Contingent consideration as part of the Acquisition discussed in “Note 10 – Acquisition Activity.” 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 Ignis Acquisition (collectively, the “Acquisitions”) discussed in “Note 9 – Acquisition Activity” included in this Annual Report on Form 10-K.

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 Consolidated Statements of Operations.

As of December 31, 2023, the Company recognized $ 4.8 million in Accrued expenses and other current liabilities and $ 3.6 million in Long-term accrued expenses and other noncurrent liabilities in the Consolidated Balance Sheets.

The change in contingent consideration for the year ended December 31, 2023 was as follows:

$s in thousands Contingent Consideration

As of December 31, 2022 $ —

Ignis acquisition 8,319

As of December 31, 2024 and 2023, the Company recognized $ 3.4 million and $ 4.8 million, respectively, in Accrued expenses and other current liabilities and $ 2.8 million and $ 3.6 million, respectively, in Long-term accrued expenses and other noncurrent liabilities in the Consolidated Balance Sheets.

The change in contingent consideration for the years ended December 31, 2024 and 2023 was as follows:

$s in thousands 2024 2023

Contingent consideration, beginning of period $ 8,486 $ —

Addition of contingent consideration from FMS Acquisition 2,164 —

Addition of contingent consideration from Ignis Acquisition — 8,319

Change in fair value of contingent consideration ( 393 ) 167

As of December 31, 2023 $ 8,486

NOTE 14 – INTEREST RATE SWAP AND FREESTANDING DERIVATIVE

Settlement of contingent consideration ( 4,038 ) —

Contingent consideration, end of period $ 6,219 $ 8,486

NOTE 13 – INTEREST RATE SWAP

The Company assesses interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely affect expected future cash flows and by evaluating hedging opportunities.

The Company entered an interest rate swap with Rocky Mountain Bank (“RMB”) on March 12, 2020 to reduce risk related to variable-rate debt from the term loan, which was subject to changes in market rates of interest as discussed in “Note 16 – Long-Term Debt .

The Company entered an interest rate swap with Rocky Mountain Bank, now known as Citywide Banks (“CWB”) on March 12, 2020 to reduce risk related to variable-rate debt from the term loan, which was subject to changes in market rates of interest as discussed in “Note 15 – Long-Term Debt” in this Annual Report on Form 10-K.

The interest rate swap is designated as a cash flow hedge.

The Company records its corresponding derivative asset on a gross basis in Other noncurrent assets at fair value on the Consolidated Balance Sheets.

Each month, the Company made interest payments to RMB under its loan agreement based on the current applicable one-month LIBOR rate plus the contractual LIBOR margin then in effect with respect to the term loan, without reflecting the interest rate swap until June 30, 2023.

Each month, the Company made interest payments to CWB under its loan agreement based on the current applicable one-month LIBOR rate plus the contractual LIBOR margin then in effect with respect to the term loan, without reflecting the interest rate swap until June 30, 2023.

Effective July 1, 2023, LIBOR was replaced by 1-month CME Term Secured Overnight Financing Rate (“SOFR”) plus 0.11448 % tenor spread adjustment plus the 2.5 % contractual SOFR margin then in effect with respect to the term loan.

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The Company reflects the effect of this hedging transaction in the Consolidated Financial Statements.

The unrealized gain is reported in other comprehensive (loss) income.

The unrealized loss is reported in Other comprehensive income (loss).

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 Consolidated Statements of Operations.

Freestanding Derivative

On April 9, 2022, JPMorgan Chase Funding Inc.

(“JPMCF”) entered into a letter agreement with the Company to receive an excess hold fee of 5 % of the aggregate initial stated value of the Legacy Bridger Series C Preferred Shares held by JPMCF in excess of $ 157,894,736.84 as of March 15, 2023.

The excess hold fee was considered a freestanding derivative instrument until March 15, 2023 and became a fee payable thereafter.

The Company paid $ 1.1 million and the remaining $ 1.1 million of the excess hold fee in June and July 2023, respectively.

As of December 31, 2022, the fair value of the freestanding derivative on Legacy Bridger Series C Preferred Shares was $ 2.2 million.

Realized gains and losses arising from changes in fair value of the freestanding derivative were recorded in earnings.

NOTE 14 – FAIR VALUE MEASUREMENTS

Long-term debt

As of December 31, 2023, the Company has $ 160.2 million of fixed rate and $ 51.2 million of variable rate debt outstanding.

Based on current market rates, the fair value of the fixed rate debt as of December 31, 2023 was estimated to be $ 174.7 million.

As of December 31, 2024 and 2023, the Company has $ 160.2 million of fixed rate and $ 48.3 million and $ 51.2 million, respectively, of variable rate debt outstanding.

Based on current market rates, the fair value of the fixed rate debt as of December 31, 2024 and 2023, was estimated to be $ 173.2 million and $ 174.7 million, respectively.

The Company estimated the fair value of the fixed rate debt using quoted market prices (Level 2 inputs) within the fair value hierarchy.

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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 December 31, 2024 and 2023.

Debt financing activities and loan agreements are further described in “Note 16 – Long-Term Debt.”

Debt financing activities and loan agreements are further described in “Note 15 – Long-Term Debt” in this Annual Report on Form 10-K for additional details.

Recurring Fair Value Measurement

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$s in thousands Level 1 Level 2 Level 3

Cash $ 22,956 $ — $ —

Cash and cash equivalents $ 39,336 $ — $ —

Restricted cash:

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Total restricted cash 13,747 — —

Investments in marketable securities — 1,009 —

Interest rate swap — 1,075 —

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Contingent consideration — — 6,219

Embedded derivative of Series A Preferred Stock — — 885

Total liabilities $ 690 $ 376 $ 6,219

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($s in thousands) Level 1 Level 2 Level 3

Cash $ 260 $ — $ —

Cash equivalents:

Commercial paper — 29,890 —

Money market fund 13 — —

Total cash and cash equivalents 273 29,890 —

Cash and cash equivalents $ 22,956 $ — $ —

Restricted cash:

Money market fund 13,981 — —

Other restricted cash 3,013 — —

Total restricted cash 13,981 — —

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Total assets $ 36,937 $ 2,126 $ —

Freestanding derivative on Legacy Bridger Series Preferred Shares $ — $ — $ 2,186

Embedded derivative of Legacy Bridger Series C Preferred Shares — — 1,040

Warrant liabilities - Public Warrants $ 3,622 $ — $ —

Warrant liabilities - Private Placement Warrants — 1,974 —

Contingent consideration — — 8,486

Embedded derivative of Series A Preferred Stock — — 885

Total liabilities $ 3,622 $ 1,974 $ 9,371

Interest Rate Swap

The Company’s derivative financial instruments are measured at fair value on a recurring basis based on quoted market prices or using standard valuation models as described in “Note 14 – Interest Rate Swap and Freestanding Derivative.”

The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of our exposure to the financial risks described in “Note 2 – Summary of Significant Accounting Policies.”

The Company’s derivative financial instruments are measured at fair value on a recurring basis based on quoted market prices or using standard valuation models as described in “Note 13 – Interest Rate Swap” included in this Annual Report on Form 10-K.

The fair value of the Company’s interest rate swap agreement was determined based on the present value of expected future cash flows using discount rates appropriate with the terms of the swap agreement.

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The Company calculates the fair value of interest rate swap agreement quarterly based on the quoted market price for the same or similar financial instruments.

The fair value of the freestanding derivative was determined based on the present value of the excess hold fee expected to be owed on March 15, 2023, after taking into account the probability of such excess hold fee being outstanding on the same date.

The excess hold fee was considered a freestanding derivative instrument until March 15, 2023 and became a fee payable thereafter, noted above as an excess hold fee payable on Series A Preferred Stock.

The Company used a Level 3 valuation methodology to measure this freestanding derivative.

Mandatorily Redeemable Legacy Bridger Series B Preferred shares

The Company’s mandatorily redeemable Legacy Bridger Series B Preferred Shares are measured at fair value based on capital contributions, plus accrued but unpaid interest.

The Legacy Bridger Series B Preferred Shares were redeemed during the year ended December 31, 2022 as furthered discussed in “Note 21 – Mandatorily Redeemable Preferred Shares.”

Embedded derivative of Legacy Bridger Series C Preferred Shares and Series A Preferred Stock

The Company identified a redemption feature of the Legacy Bridger Series C Preferred Shares that required bifurcation from the host instrument as an embedded derivative liability, as discussed in “Note 20 – Mezzanine Equity.” The embedded derivative was initially valued and remeasured using a “with-and-without” method.

The Company identified a redemption feature of the Legacy Bridger Series C Preferred Shares that required bifurcation from the host instrument as an embedded derivative liability.

The embedded derivative was initially valued and remeasured using a “with-and-without” method.

The “with-and-without” methodology involved valuing the entire instrument both with and without the embedded derivative using a discounted cash flow approach.

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The significant unobservable input used in the estimated fair value measurement of the embedded derivative is the timing for which the Company may be in default of certain financing facilities that would require an increase of 2 % interest per annum to be accrued by the holders of the Legacy Bridger Series C Preferred Shares.

Legacy Bridger Series C Preferred Shares were re-issued as Series A Preferred Stock as part of the Closing, as further discussed in “Note 20 – Mezzanine Equity.”

Commercial Paper and Investments in marketable securities

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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 $ 6.2 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 meeting 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.

This liability is considered to be a Level 3 financial liability that is remeasured each reporting period.

Changes in estimated fair value of contingent consideration are recognized as Selling, general and administrative expenses within the Unaudited Condensed Consolidated Statements of Operations.

Changes in estimated fair value of contingent consideration are recognized as Selling, general and administrative expenses within the Consolidated Statements of Operations.

Refer to “ Note 12 – Accrued Expenses and Other Liabilities ” included in this Annual Report on Form 10-K for additional details.

Non-Recurring Fair Value Measurements

The Company measures certain assets at fair value on a non-recurring basis, including long-lived assets and goodwill and cost and equity method investments, which are evaluated for impairment.

The Company measures certain assets at fair value on a non-recurring basis, including long-lived assets and goodwill and cost method investments, which are evaluated for impairment.

Long-lived assets include property, plant and equipment, net, and certain intangible assets.

The inputs used to determine the fair value of long-lived assets are considered Level 3 measurements due to their subjective nature.

As of December 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 December 31, 2023, the Company recorded impairment charges of $ 2.4 million related to three of our Twin Commander aircraft and our two Aurora eVTOL Skiron drone aircraft.

As of December 31, 2022, the Company did not have any other significant assets or liabilities that were remeasured at fair value on a non-recurring basis in periods subsequent to initial recognition.

Refer to “ Note 8 – Property, Plant and Equipment, Net ” included in this Annual Report on Form 10-K for additional details.

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$ 160,000 $ 160,000

Permanent loan agreement, dated August 21, 2020, greater of Prime + 1.5 % or 4.75 % interest rate, maturing August 21, 2035 2

18,391 18,852

Permanent loan agreement, dated October 1, 2020, greater of Prime + 1.5 % or 4.75 % interest rate, maturing October 1, 2035 2

17,604 18,457

Term loan agreement dated September 30, 2019, SOFR + 2.61448 % interest rate, maturing March 15, 2030 3

Permanent loan agreement, dated August 21, 2020, greater of Prime + 1.5 % or 4.75 % interest rate, maturing August 21, 2035 2

17,532 18,391

Term loan agreement dated September 30, 2019, SOFR + 2.61448 % interest rate, maturing March 15, 2030 3

Term loan agreement dated February 3, 2020, SOFR + 2.61448 % interest rate, maturing February 3, 2027 4

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Debt issuance costs for BAT1 and BAT2 were $ 1.0 million and $ 0.9 million, respectively.

3 On September 20, 2019, the Company entered into a credit facility with RMB for $ 12.9 million, established as a 10 -year maturity, 6 -month draw period, first 6 months interest only payments monthly, then 10 -year term principal plus interest due monthly on a 20 -year amortization at the rate of 1 month SOFR plus 2.61448 %.

3 On September 20, 2019, the Company entered into a credit facility with CWB for $ 12.9 million, established as a 10 -year maturity, 6 -month draw period, first 6 months interest only payments monthly, then 10 -year term principal plus interest due monthly on a 20 -year amortization at the rate of 1 month SOFR plus 2.61448 %.

Debt issuance costs for this loan were $ 0.1 million.

4 On February 3, 2020, the Company entered into a credit facility with RMB to finance in part the purchase of four Quest Kodiak aircraft.

4 On February 3, 2020, the Company entered into a credit facility with CWB to finance in part the purchase of four Quest Kodiak aircraft.

A promissory note was issued for $ 5.6 million, established as a 7 -year maturity, first 8 months interest only payments monthly, 60 day draw period, then 76 -month term plus principal interest due monthly on a 10 -year amortization at the rate of 1 month SOFR plus 2.61448 %.

Debt issuance costs for this loan was $ 0.1 million.

5 On November 18, 2021, the Company re-entered into a new short-term loan to finance aviation insurance premiums with Insurance Premium Financing Leader.

This was financed for $ 0.6 million with a maturity of one year and at a rate of 3.89 %.

No debt issuance costs were incurred.

The Company also entered into various term loan agreements for the purchase of vehicles through First Interstate Bank with the earliest date of September 9, 2021.

These loans ranged from $ 29,000 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 Company is not in compliance with the DSCR covenant as of December 31, 2023 and management anticipates the Company to continue to not be in compliance with the DSCR covenant at future quarterly measurement periods during the next 12 months, primarily attributable to the seasonal nature of our business and a less intense 2023 wildfire season.

Although the Company is in compliance with the $ 8.0 million minimum liquidity requirement as of December 31, 2023, based on projected cash use, management anticipates that without additional cash funding the Company will not have sufficient cash on hand to comply with the minimum liquidity covenant or to fund operations, including $ 18.4 million of required interest payments associated with the Series 2022 Bonds, within the next 12 months, until the Company begins to collect cash from its seasonal firefighting operations in 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.

However, this plan is in progress and there is no assurance that management will be able 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.

The Company is in compliance with the DSCR covenant as of December 31, 2024 and management anticipates the Company will remain in compliance with the DSCR covenant at future quarterly measurement periods during the next 12 months.

The Company is in compliance with the $ 8.0 million minimum liquidity requirement as of December 31, 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 non-compliance and management diligently prosecutes the remediation plan to completion.

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 December 31, 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.

These notes are also subject to financial covenants requiring the Company to maintain a Senior Leverage Ratio on a quarterly basis not to exceed 7.00 to 1.00 through Quarter 3, 2024, 6.00 to 1.00 through Quarter 3, 2025 and 5.00 to 1.00 thereafter.

Both of the loans with CWB 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.

These notes are also subject to financial covenants requiring the Company to maintain a Senior Leverage Ratio on a quarterly basis not to exceed 6.00 to 1.00 through Quarter 3, 2025 and 5.00 to 1.00 thereafter.

This is calculated as Total Funded Senior Debt (as defined in the applicable note agreements) less municipal debt, divided by adjusted EBITDA (as defined in the applicable note agreements).

As of December 31, 2022, the Company was in compliance with the Senior Leverage Ratio requirement related to the credit facilities entered with RMB, as RMB amended the loan agreements prior to year-end.

These amendments modified the definition of EBITDA to be used in the Senior Leverage Ratio calculation to include certain allowable addbacks and modified the timing requirement of the Senior Leverage Ratio.

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

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Total $ 208,387

NOTE 17 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, the Company is subject to various litigation and other claims in the normal course of business.

No amounts have been accrued in the consolidated financial statements with respect to any matters.

Due to the nature of our business, we may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities.

In the opinion of our management, there are no pending litigation, disputes or claims against us which, if decided adversely, will have a material adverse effect on our financial condition, cash flows or results of operations.

In the ordinary course of its operations, the Company will continue to vigorously enforce its legal and contractual rights to ensure that its business and operations continue on an unimpaired basis.

On April 13, 2018, the Company executed an aircraft purchase agreement with Longview Aviation Asset Management, Inc.

and Viking Air Limited (“Viking”) for the purchase of six Viking CL-415EAF aircraft.

For the year ended December 31, 2022, the Company paid $ 9.1 million and received its sixth Viking CL-415EAF, the final remaining aircraft under the aircraft purchase agreement, in 2023.

Uninvoiced commitments were zero and $ 9.1 million as of December 31, 2023 and 2022.

On March 23, 2022, the Company entered into an agreement with Sievert Construction, Inc for the construction of a hangar at the Bozeman Yellowstone International Airport in Belgrade, Montana.

Payments made under the agreement were $ 3.2 million and $ 9.8 million for the years ended December 31, 2023 and 2022, respectively.

Un-invoiced commitments were zero and $ 3.8 million as of December 31, 2023 and 2022.

NOTE 16 – LEASES

Under ASC 842, leases are separated into two classifications:

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The Company recorded expenses associated with finance leases in Cost of revenues and Selling, general and administrative expense in the Consolidated Statements of Operations.

Operating lease cost includes approximately $ 40,000 of short-term lease expense and approximately $ 0.1 million of variable lease expense for the year ended December 31, 2023.

Operating lease cost includes $ 0.2 million of short-term lease expense and $ 0.2 million of variable lease expense for the year ended December 31, 2022.

Supplemental cash flow information related to leases is as follows:

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Operating leases $ 1,262 $ 7,940

Operating lease from purchase consideration of FMS acquisition 1,016 —

As of December 31, 2024, future minimum lease payments are as follows:

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2025 $ 2,434 $ 14

2025 2,153 21

Thereafter 2,253 —

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Weighted average discount rate:

Company as a lessor

The Company acts as a lessor of a facility and records this as Other Revenue in the Consolidated Statements of Operations.

Lease revenue was $ 12,000 and $ 0.3 million for the years ended December 31, 2023 and 2022, respectively.

The lease is a sublet arrangement and classified as an operating lease.

This lease expired in 2023 and was not renewed.

The minimum lease payments received were recognized on a straight-line basis over the lease term.

The leased asset was included in Property, Plant and Equipment, net in the Consolidated Balance Sheets and depreciated over its estimated useful life.

There were no variable lease conditions or purchase options.

NOTE 17 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, the Company is subject to various litigation and other claims in the normal course of business.

No amounts have been accrued in the Consolidated Financial Statements with respect to any matters.

Due to the nature of our business, we may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities.

In the ordinary course of its operations, the Company will continue to vigorously enforce its legal and contractual rights to ensure that its business and operations continue on an unimpaired basis.

Contingencies

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The Company has the right, but not the obligation, to acquire each plane as it is ready to be contracted and returned to service.

In the event that Bridger does not purchase the aircraft within the time periods set forth in the agreements, then either party may initiate a sales process for the sale of all aircraft that have not been purchased by the Company, which sales process the Company will oversee and manage.

In the event that the Company does not purchase the aircraft within the time periods set forth in the agreements, then either party may initiate a sales process for the sale of all aircraft that have not been purchased by the Company, which sales process the Company will oversee and manage.

If the aircraft are sold to a third party through such process, then the Company must pay the MAB’s subsidiary a cash fee equal to the amount, if any, by which the aggregate price of the Company’s purchase options for such aircraft exceeds the consideration paid by the third-party purchaser for the same aircraft, not to exceed $ 15.0 million in aggregate.

If the aircraft are not sold to a third party and MAB’s subsidiary has not otherwise entered into an operating lease with a third party for the aircraft, then the Company must pay MAB’s subsidiary $ 15.0 million.

NOTE 18 – STOCK-BASED COMPENSATION

Incentive Units

During the year ended December 31, 2022, the Company granted Incentive Units to selected board members and executives.

Within each grant, 80 % of the Incentive Units vest annually over a four year period subject to continued service by the grantee (the “Time-Vesting Incentive Units”), and the remaining 20 % of the Incentive Units vest upon a qualifying change of control event (the “Exit-Vesting Incentive Units”).

Notwithstanding the above, any unvested Time-Vesting Incentive Units will become vested if a qualifying change of control event occurs prior to the respective award’s four year service-based vesting period.

Upon termination of the board member or executive, the Company has the right, but not the obligation, to repurchase all or any portion of the vested Incentive Units at fair market value.

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

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

Upon a qualifying change of control event, the unrecognized compensation expense related to the Time-Vesting Incentive Units will be recognized when the change of control event is considered probable.

For the Exit-Vesting Incentive Units, expense is recognized when a qualifying change of control event is considered probable, which has not occurred as of December 31, 2023.

Forfeitures are accounted for as they occur.

Compensation cost for the Incentive Units is measured at their grant-date fair value.

The fair value of the Company’s Incentive Units was derived through an option pricing model, which incorporated various assumptions.

Use of a valuation model required management to make certain assumptions with respect to selected model inputs.

Expected volatility was calculated based on the observed equity volatility for comparable companies.

The expected time to liquidity event was based on management’s estimate of time to an expected liquidity event.

The dividend yield was based on the Company’s expected dividend rate.

The risk-free interest rate was based on U.S.

Treasury zero-coupon issues.

The weighted-average assumptions the Company used in the option pricing model for 2022 are as follows:

Dividend yield 0 %

Expected volatility 46.5 %

Risk-free interest rate 1.26 %

Term 5.00 years

Discount for lack of marketability 30 %

Incentive Unit activity for the period from January 1, 2023 to December 31, 2023 is as follows:

Time-Vesting Incentive Units Exit-Vesting Incentive Units

Awards Weighted

fair value Number of

Awards Weighted

Outstanding as of December 31, 2022 161,616 $ 0.17 80,808 $ 0.11

Granted — — — —

Vested ( 40,404 ) 0.01 — —

Forfeited ( 121,212 ) 0.22 ( 40,404 ) 0.22

Outstanding as of December 31, 2023 — $ — 40,404 $ 0.01

For the years ended December 31, 2023 and 2022, the Company recognized stock-based compensation expense related to Incentive Units of $ 0 and $ 9,000 within Selling, general and administrative expense on the Consolidated Statements of Operations, respectively.

As of December 31, 2023 there was $ 0 of unrecognized compensation expense related to unvested Incentive Units.

Restricted Stock Units

In January 2023, in connection with the Closing, the Company and its Board established and approved and assumed the Omnibus Plan, which allowed the Company to grant RSUs to Bridger employees (the “Participants”).

RSUs are settled in shares of Common Stock as the RSUs vest.

The RSUs accrue dividend equivalents associated with the underlying shares of Common Stock as the Company declares dividends.

Dividends are paid to holders of RSUs in cash upon the vesting date of the associated RSU and are forfeited if the RSU does not vest.

For the purposes of calculating compensation expense, the fair value of RSUs is the closing stock price on the date of grant.

Generally, RSUs vest over a period of six years , subject to the participant’s continued employment.

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

RSU activity for the period from January 1, 2023 to December 31, 2023 is as follows:

Awards Weighted

Outstanding as of December 31, 2022 — $ —

Granted 9,481,469 8.34

Vested ( 2,423,578 ) 8.97

Forfeited/Cancelled ( 433,432 ) 5.50

Outstanding as of December 31, 2023 6,624,459 $ 8.30

The total fair value of RSUs vested during the year ended December 31, 2023 was $ 24.6 million, based on the closing stock price on the date of vesting.

For the year ended December 31, 2023, the Company recorded stock-based compensation expense related to RSUs of $ 2.1 million and $ 44.6 million within Total cost of revenues and Selling, general and administrative expense, respectively, on the Consolidated Statements of Operations.

Stock-based compensation expense recorded to Selling, general and administrative expense for the year ended December 31, 2023 includes $ 21.6 million of expense associated with 2,400,350 RSUs that vested immediately upon Closing.

As of December 31, 2023, there was $ 31.0 million of unrecognized total compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 2.9 years.

NOTE 19 – RELATED PARTY TRANSACTIONS

For the year ended December 31, 2023, the Company earned $ 0.4 million in revenues from services performed on an aircraft under the ownership of Mr.

Timothy Sheehy, the Company’s Chief Executive Officer.

For the years ended December 31, 2023 and 2022, the Company incurred $ 0.5 million and $ 0.3 million, respectively, in training expenses provided by an entity in which Mr.

Timothy Sheehy has a partial ownership, with $ 0.1 million and $ 0.3 million in related outstanding accounts payable as of December 31, 2023 and 2022, 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, Bridger Aerospace Europe, S.L.U.

(“BAE”), in September 2023 via a public tender process from the Government of Spain for € 40.3 million.

Under the terms of the agreements, we agreed to sell the entire outstanding equity interest in BAE to MAB and purchase $ 4.0 million of non-voting Class B units of MAB.

ASSF Holdings LP (“Avenue Investor”) made capital contributions totaling $ 13.0 million in exchange for 13,031 voting Class A Units of MAB.

Avenue Investor holds approximately 10 % of Bridger’s outstanding convertible Series A Preferred Stock which represents approximately 6.6 % interest in BAER Common Stock on a fully diluted basis.

On July 10, 2023, the Company entered into two operating lease agreements, each for a Pilatus PC-12 under the ownership of Mr.

Timothy Sheehy.

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, and incurred approximately $ 0.8 million in lease expense for year ended December 31, 2023, associated with the two related party leases.

On July 21, 2022, the Company closed on the Series 2022 Bonds, upon which the Company received from aggregate proceeds of $ 135.0 million on July 21, 2022 and $ 25.0 million on August 10, 2022.

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 has paid approximately $ 1.2 million and $ 0.1 million in interest to these three bond holders during the years ended December 31, 2023 and 2022, respectively, and incurred $ 1.2 million and $ 0.4 million in interest expense for the years ended December 31, 2023 and 2022, respectively.

Refer to “Note 16 – Long-Term Debt” included in this Annual Report on Form 10-K for additional information on the Series 2022 Bonds.

In July 2022, the Company paid $ 3.9 million for the acquisition of a Pilatus PC-12 aircraft from Mr.

Timothy Sheehy without any guarantees given or received.

After the purchase, the Company repaired and upgraded the Pilatus PC-12 aircraft for the Company’s operational use.

NOTE 18 – MEZZANINE EQUITY

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Following the consummation of a qualified public offering, the Legacy Bridger Series C Preferred Shares were to accrue interest daily at 7 % per annum for the first 6 years, 9 % per annum for the seventh year and 11 % per annum thereafter, compounded semi-annually.

Accrued interest for the Legacy Bridger Series C Preferred Shares was $ 15.3 million as of December 31, 2022 recorded to increase the redemption amount in mezzanine equity.

Upon the Closing, Legacy Bridger surrendered and exchanged all 315,789.473684 issued and outstanding Legacy Bridger Series C Preferred Shares into 315,789.473684 shares of Series A Preferred Stock.

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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.

The Company identified certain conversion and redemption features that are required to be bifurcated from the host instrument as embedded derivative liabilities.

The Legacy Bridger Series C Preferred Shares contained a clause which allowed for an increase of 2 % interest per annum to be accrued by the holders of the Legacy Bridger Series C Preferred Shares in the event of a default under certain financing facilities, including noncompliance with certain financial covenants, during the period from 30 days after the occurrence of such default until such default was cured or remediated.

The Company expected to be exposed to the 2 % interest rate increase for no more than 2 months.

As of December 31, 2022, the fair value of the embedded derivative was $ 1.0 million recorded as a liability in the Condensed Consolidated Balance Sheets and remeasured to fair value at each balance sheet date with changes in fair value recorded within Interest expense in the Condensed Consolidated Statements of Operations.

The Company also entered into a letter agreement with JPMCF on April 9, 2022 to pay an excess hold fee of 5 % of the aggregate initial stated value of the Legacy Bridger Series C Preferred Shares held by JPMCF in excess of $ 157,894,736.84 as of March 15, 2023.

Further details of the freestanding derivative and subsequent excess hold fee payable are described in “Note 14 – Interest Rate Swap and Freestanding Derivative.”

The Company determined the fair value of the other features requiring bifurcation, both individually and in the aggregate were immaterial at inception and as of December 31, 2022.

The fair value of these features will be assessed at each reporting date and will be recognized and remeasured at fair value, if material.

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 $ 22.2 million as of December 31, 2023.

Accrued interest recorded for the Series A Preferred Stock was $ 25.3 million and $ 22.2 million during the years ended December 31, 2024 and 2023, respectively.

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 December 31, 2023, it is probable that the Series A Preferred Stock may become redeemable on April 25, 2032.

As of December 31, 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 December 31, 2023, the Series A Preferred Stock had both a carrying value and redemption value of $ 354.8 million.

As of December 31, 2024 and 2023, the Series A Preferred Stock had both a carrying value and redemption value of $ 380.2 million and $ 354.8 million, respectively.

Refer to table below.

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

As of December 31, 2024 and 2023, the fair value of the embedded derivative related to the event of default is zero and $ 0.9 million, respectively, recorded in Accrued expenses and other current liabilities on the Consolidated Balance Sheets and remeasured to fair value at each balance sheet date with changes in fair value recorded within Interest expense on the 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 December 31, 2024 and 2023.

The fair value of these features will be assessed at each reporting date and will be recognized and remeasured at fair value, if material.

Additionally, the reduction of the conversion price from $ 12.90 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 the earnings (loss) per share by $ 48.3 million for the year ended December 31, 2023.

As of December 31, 2023, there are 32,258,180 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 zero and $ 48.3 million for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, there are zero and 32,258,180 shares of Common Stock issuable upon conversion, respectively.

Redeemable Series A Preferred Stock

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Balance as of December 31, 2024 315,789.473684 $ 380,179

Redeemable Legacy Bridger Series C Preferred Shares

Redeemable Series A Preferred Stock

$s in thousands Shares Amounts

Issuance of Legacy Bridger Series C Preferred shares 315,789.473684 $ 286,333

Issued as of closing date 315,789.473684 $ 332,659

Adjustment to maximum redemption value — 22,181

Balance as of December 31, 2023 315,789.473684 $ 354,840

NOTE 21 – MANDATORILY REDEEMABLE PREFERRED SHARES

Legacy Bridger Series B Preferred Shares

Legacy Bridger had 60,000,000 shares of Legacy Bridger Series B Preferred shares issued and outstanding as of December 31, 2021 at $ 1.00 per share.

The Legacy Bridger Series B Preferred shares were non-voting and accrued interest at 17.5 % per annum, compounded quarterly.

A mandatory redemption period was required for the Legacy Bridger Series B Preferred shares plus their accrued interest in March of 2022.

The shares were mandatorily redeemable by the Legacy Bridger at an amount equal to the capital contribution, plus accrued but unpaid interest on the earlier of certain redemption events or March 31, 2022.

The redemption events included the sale of Legacy Bridger or its subsidiaries representing more than 50 % of Legacy Bridger’s voting stock or assets, a qualified IPO or a similar liquidity event.

The shares were redeemable at any time at the option of Legacy Bridger at a redemption price equal to face value, plus accrued, but unpaid interest.

The shares had preference to the common shares of Legacy Bridger, were non-voting and did not participate in the earnings of Legacy Bridger.

These Legacy Bridger Series B Preferred shares accrued interest at 17.5 % annually, compounded quarterly.

If not redeemed on or prior to March 31, 2022, the Legacy Bridger Series B preferred shares would have accrued interest at 21.5 % annually, compounded quarterly.

As the shares of Legacy Bridger Series B Preferred shares were mandatorily redeemable at a specified date, the security was classified as a liability in the Consolidated Balance Sheets.

On April 25, 2022, Legacy Bridger used a portion of the proceeds from the issuance of the Legacy Bridger Series C Preferred shares to redeem all 60,000,000 of Legacy Bridger’s outstanding Legacy Bridger Series B Preferred shares for $ 70.0 million, inclusive of $ 10.0 million in accrued interest.

There were no Legacy Bridger Series B Preferred Shares outstanding as of December 31, 2023 or December 31, 2022.

Legacy Bridger Series A Preferred Shares

Legacy Bridger was authorized to issue 10,500,000 shares of Series A-1 and A-2 Preferred shares (the “Legacy Bridger Series A-1 and A-2 Preferred Shares”) with a par value of $ 0.001 share for $ 105.0 million.

The Series A-1 and A-2 Preferred Shares ranked senior to Legacy Bridger’s common shares and Legacy Bridger Series C Preferred shares with respect to distribution of assets upon liquidation or certain triggering events, but do not participate in earnings of Legacy Bridger.

The Legacy Bridger Series A-1 and A-2 Preferred Shares were voting and non-voting shares, respectively.

On April 25, 2022, Legacy Bridger used the proceeds from the issuance of the Legacy Bridger Series C Preferred Shares to redeem 4,444,444 shares of the Legacy Bridger Series A-1 and A-2 Preferred shares for $ 100.0 million.

The loss on redemption of $ 34.6 million was reflected as a reduction to Accumulated deficit on the Consolidated Balance Sheets.

On April 25, 2022, Legacy Bridger and its investors included a new mandatory redemption provision requiring the Legacy Bridger Series A-1 and Series A-2 Preferred Shares to be redeemed on April 25, 2032.

Due to the mandatory redemption provision, the Legacy Bridger Series A-1 and A-2 Preferred Shares were reclassified from mezzanine equity to liability.

Legacy Bridger elected the fair value option to measure the modification of the Legacy Bridger Series A-1 and A-2 Preferred Shares, recording a value of $ 132.3 million at modification.

The modification of the Legacy Bridger Series A-1 and A-2 Preferred Shares was accounted for as an extinguishment, with the change in fair value of $ 45.6 million recorded to Accumulated deficit on the Consolidated Balance Sheets with no gain or loss recorded to net loss.

The loss on extinguishment was included in net loss attributable to common shareholders used to calculate net loss per share.

The Legacy Bridger Series A-1 and A-2 Preferred Shares accrued interest on a liquidation preference defined as the combined capital contributions plus accrued preferred interest amounts at a rate of 12 % per annum.

The Legacy Bridger Series A-1 and A-2 Preferred Shares were redeemable upon certain triggering events outside of the control of Legacy Bridger in the event of board expansion and deemed liquidation.

Failure to pay the Legacy Bridger Series A-1 and A-2 Preferred Shares interest amount on a timely basis would trigger a board expansion event that provided the holders of the Legacy Bridger Series A-1 and A-2 Preferred Shares the option to obtain control of Legacy Bridger’s board of directors and initiate a triggering event.

The triggering events included the sale of Legacy Bridger or its subsidiaries representing more than 50 % of Legacy Bridger’s voting stock or assets, a qualified IPO or a similar liquidity event.

The Legacy Bridger Series A-1 and A-2 Preferred Shares were redeemable at any time at the option of Legacy Bridger at a redemption price equal to the greater of the product of the investment amount multiplied by 2.25 plus any indemnification amounts or aggregate liquidation preference.

Legacy Bridger identified certain redemption features that would be required to be considered for bifurcation.

Legacy Bridger elected the fair value option and as such, valued the host preferred shares and embedded features as one instrument.

On July 21, 2022 and August 10, 2022, Legacy Bridger used the proceeds from the Series 2022 Bonds plus cash on hand to redeem in full the remaining 6,055,556 shares of the Legacy Bridger Series A-1 and A-2 Shares for aggregate proceeds of $ 136.3 million.

The fair values of the Legacy Bridger Series A-1 and A-2 Preferred Shares were increased by $ 3.9 million from interest accrued since the modification on April 25, 2022 and no gain or loss were recorded to net loss upon extinguishment.

There were no Legacy Bridger Series A-1 and A-2 Preferred Shares outstanding as of December 31, 2023 or December 31, 2022.

NOTE 19 – STOCKHOLDERS’ DEFICIT

Bridger Common Stock

Of the shares issued to Legacy Bridger Common shareholders and JCIC Sponsor, 233,323 and 855,000 shares are subject to continuing vesting conditions, respectively.

Restricted Stock Units

RSUs are settled in shares of Common Stock as the RSUs vest.

The RSUs accrue dividend equivalents associated with the underlying shares of Common Stock as the Company declares dividends.

Dividends are paid to holders of RSUs in cash upon the vesting date of the associated RSU and are forfeited if the RSU does not vest.

For the purposes of calculating compensation expense, the fair value of RSUs is the closing stock price on the date of grant.

Generally, RSUs vest over a period of six years , subject to the participant’s continued employment.

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

RSU activity for the period from January 1, 2023 to December 31, 2024 is as follows:

Awards Weighted

Outstanding as of December 31, 2022 — $ —

Granted 9,481,469 8.34

Vested ( 2,423,578 ) 8.97

Forfeited/Cancelled ( 433,432 ) 5.50

Outstanding as of December 31, 2023 6,624,459 $ 8.30

Granted 1,682,538 4.47

Vested ( 2,064,083 ) 7.47

Forfeited/Cancelled ( 1,769,964 ) 9.04

Outstanding as of December 31, 2024 4,472,950 $ 6.94

The total fair value of RSUs vested during the years ended December 31, 2024 and 2023 was $ 10.2 million and $ 24.6 million, respectively, based on the closing stock price on the date of vesting.

For the years ended December 31, 2024 and 2023, the Company recorded stock-based compensation expense related to RSUs of $ 1.7 million and $ 2.1 million, respectively, within Total cost of revenues and $ 14.4 million and $ 44.6 million, respectively, within Selling, general and administrative expense on the Consolidated Statements of Operations.

As of December 31, 2024 and 2023, there was $ 15.2 million and $ 31.0 million, respectively, of unrecognized total compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 2.8 years and 2.9 years, respectively.

Incentive Units

Prior to the adoption of the Omnibus Plan, during the year ended December 31, 2022, the Company granted Incentive Units to selected board members and executives.

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

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

As of December 31, 2024 and 2023, 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.

At-the-Market (“ATM”) Offering

On January 26, 2024, the Company entered into a sales agreement (“2024 ATM Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Virtu Americas LLC (together with Stifel, the “Agents”) under which we could offer and sell, from time to time, shares of our Common Stock having an aggregate offering price of up to $ 100.0 million through the Agents in negotiated transactions that are deemed to be an “at the market offering.”

The offering was registered under the Securities Act, pursuant to our shelf registration statement on Form S-3 (Registration Statement No.

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.

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.

Actual sales will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Common Stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company.

The Company is not obligated to make any sales of the 2024 ATM Shares under the 2024 ATM Agreement.

The offering of the 2024 ATM Shares pursuant to the 2024 ATM Agreement will terminate upon the termination of the 2024 ATM Agreement by the Agents or us, as permitted therein.

The 2024 ATM Agreement contains customary representations, warranties and agreements by the Company, and customary indemnification and contribution rights and obligations of the parties.

The Company agreed to pay the Agents an aggregate commission of up to 3.0 % of the aggregate gross proceeds from each sale of the 2024 ATM Shares.

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

During the year ended December 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.

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 20 – RELATED PARTY TRANSACTIONS

For the years ended December 31, 2024 and 2023, the Company incurred $ 0.9 million and $ 0.5 million, respectively, in training expenses provided by an entity in which Mr.

Timothy Sheehy, the Company’s founder and former Chief Executive Officer, President, and director, has a partial ownership, with $ 0.1 million in related outstanding accounts payable as of December 31, 2024 and 2023.

For the years ended December 31, 2024 and 2023, the Company earned $ 0.2 million and $ 0.1 million, respectively, in revenues related to charter rentals of the Company’s aircraft by the U.S.

Senate campaign of Mr.

Timothy Sheehy.

For the year ended December 31, 2023, the Company earned $ 0.4 million in revenues from services performed on an aircraft under the ownership of Mr.

Timothy Sheehy, the Company’s prior Chief Executive Officer.

(“BAE”), in September 2023 via a public tender process from the Government of Spain for € 40.3 million.

Under the terms of the agreements, we agreed to sell the entire outstanding equity interest in BAE to MAB and purchase $ 4.0 million of non-voting Class B units of MAB.

ASSF Holdings LP (“Avenue Investor”) made capital contributions totaling $ 13.0 million in exchange for 13,031 voting Class A Units of MAB.

Avenue Investor holds approximately 10 % of Bridger’s outstanding convertible Series A Preferred Stock which represents approximately 6.6 % interest in BAER Common Stock on a fully diluted basis.

On July 10, 2023, the Company entered into two operating lease agreements, each for a Pilatus PC-12 under the ownership of Mr.

Timothy Sheehy.

The Company recorded approximately $ 5.1 million of right-of-use assets, $ 1.3 million of right-of-use current liabilities, and $ 3.8 million of right-of-use noncurrent liabilities as of December 31, 2024.

The Company incurred approximately $ 1.7 million and $ 0.8 million in lease expense for year ended December 31, 2024 and 2023, respectively, associated with the two related party leases.

On July 21, 2022, the Company closed on the Series 2022 Bonds, upon which the Company received from aggregate proceeds of $ 135.0 million on July 21, 2022 and $ 25.0 million on August 10, 2022.

One of the related parties of the Company left the Company during the period ended June 30, 2024 and was no longer deemed a related party following his departure.

The two other related parties of the Company disposed of their holdings as of October 1, 2024, and as such, held none of the Series 2022 Bonds as of December 31, 2024.

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

The Company has paid approximately $ 1.1 million and $ 1.2 million in interest to these bond holders during the years ended December 31, 2024 and 2023, respectively, and incurred $ 0.8 million and $ 1.2 million in interest expense for the years ended December 31, 2024 and 2023, respectively.

Refer to “Note 15 – Long-Term Debt” included in this Annual Report on Form 10-K for additional information on the Series 2022 Bonds.

NOTE 21 – INCOME TAXES

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State and local ( 47 ) 40

Foreign 427 —

Total current tax provision $ 380 $ 40

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statutory tax rate 21.0 % 21.0 %

Warrant mark-to-market adjustment 5.8 % — %

State and local taxes - net of federal 4.9 % 3.3 %

Nondeductible officer compensation ( 7.5 ) % — %

Tax credits — % — %

Return to provision ( 1.6 ) % — %

Stock-based compensation ( 34.5 ) % ( 7.5 ) %

Valuation allowance 10.9 % ( 15.5 ) %

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Deferred tax assets:

Net operating losses $ 24,117 $ 21,400

Partnership 11,638 17,750

Stock compensation 6,282 —

Interest expense limitation - 163(j) 11,568 5,690

Net operating losses 21,400 —

Stock-based compensation 3,492 6,282

Other 123 743

Total deferred tax assets 50,938 51,865

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As of December 31, 2024, the Company had $ 95.6 million of state net operating loss carryforwards available.

If not utilized, the state net operating loss carryforwards will expire at various dates beginning in 2033.

As of December 31, 2024, the Company had $ 44.8 million of interest expense limitation available, and all of the limitation has an unlimited carryforward period.

Future interest expense utilization is limited to 30% of taxable income on an annual basis.

The Company records interest and penalties through income tax expense relating to uncertain tax positions.

As of December 31, 2024 and 2023, the Company has not recognized any liabilities for uncertain tax positions nor has the Company accrued interest and penalties related to uncertain tax positions.

The Company’s federal, state and foreign income tax returns are subject to audit.

The Company is not currently under audit by federal or foreign taxing authorities.

The years open to examination include years ending 2021 to 2023 for federal income tax purposes, years ending 2020 to 2023 for state income tax purposes, and years ending 2020 to 2023 for foreign income tax purposes.

Due to uncertainty regarding future utilization, a valuation allowance has been recorded in respect of all federal and state deferred tax assets, inclusive of federal and state net operating loss carryforwards and state credit carryforwards.

The Company has a valuation allowance of $ 51.5 million as of December 31, 2023 due to management’s determination that it is more likely than not that the benefit of such loss and credit carryforwards will not be fully realized.

NOTE 23 – EARNINGS (LOSS) PER SHARE

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

Earnings (loss) per share – Basic is calculated by dividing net income (loss) attributable to Common Stockholders by the weighted-average shares of Common Stock outstanding.

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

Earnings (loss) 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.

Earnings (loss) per share calculations for all periods prior to the Closing have been retrospectively adjusted by the Exchange Ratio for the equivalent number of shares outstanding immediately after the Closing to effect the reverse recapitalization.

Subsequent to the Closing, earnings (loss) per share is calculated based on the weighted average number of Common Stock outstanding.

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

Management’s determined that it is more likely than not that the benefit of such loss and credit carryforwards will not be fully realized.

The Company has a valuation allowance of $ 49.7 million and $ 51.5 million as of December 31, 2024 and 2023, respectively.

The valuation allowance decreased by $ 1.8 million.

NOTE 22 – (LOSS) EARNINGS PER SHARE

(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 per share – diluted is based on the weighted 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 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 years ended December 31,

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Series A Preferred Stock—adjustment for deemed dividend upon Closing — ( 48,300 )

Legacy Bridger Series A Preferred Shares—adjustment for redemption, extinguishment and accrued interest — ( 85,663 )

Legacy Bridger Series C Preferred Shares - adjustment to maximum redemption value — ( 202,689 )

Series A Preferred Stock—adjustment to eliminate 50% multiplier — 156,363

Series A Preferred Stock—adjustment to maximum redemptions value ( 25,339 ) ( 22,181 )

Earnings (loss) attributable to Common Stockholders – Basic and Diluted $ 8,524 $ ( 330,477 )

(Loss) earnings attributable to Common stockholders – basic $ ( 40,906 ) $ 8,524

Change in fair value of embedded derivative — 155

Dilutive adjustments to (Loss) earnings attributable to Common stockholders - basic — ( 85,882 )

Loss attributable to Common stockholders – diluted $ ( 40,906 ) $ ( 77,203 )

Weighted average Common Stock outstanding - basic 50,524,996 45,269,201

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Series A Preferred Stock — 32,258,180

Unvested Restricted Stock Units 540,713 —

Unvested Legacy Bridger Incentive Units 38,800 —

Sponsor Earnout Shares 801,123 —

Weighted average Common Stock outstanding - diluted 50,524,996 77,527,381

Earnings (loss) per share - Basic $ 0.19 $ ( 8.20 )

Earnings (loss) per share - Diluted $ 0.11 $ ( 8.20 )

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

(Loss) earnings per share – basic $ ( 0.81 ) $ 0.19

Loss per share – diluted $ ( 0.81 ) $ ( 1.00 )

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 years ended December 31,

Legacy Bridger Series C Preferred Shares — 25,611,505

Series A Preferred Stock 34,561,722 —

Unvested Restricted Stock Units 4,472,950 6,624,459

Public Warrants 17,249,874 17,249,874

1 unchanged sentence

Unvested Legacy Bridger Incentive Units 40,404 40,404

Sponsor Earnout Shares 855,000 855,000

NOTE 23 – SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates as a single operating segment.

Our revenues are primarily derived from aerial wildfire management, relief and suppression and the delivery of specialty aviation services.

The Company’s Chief Executive Officer is the Company’s Chief Operating Decision Maker (“CODM”), who reviews the financial performance of the Company on a consolidated basis.

The CODM uses consolidated revenues and Adjusted EBITDA to assess financial performance and allocate resources.

These financial metrics are used by the CODM to make key operating decisions, such as the determination of the rate at which the Company seeks to grow revenues and operating margin and the allocation of budget between cost of revenues and selling, general & administrative expenses.

The following table presents selected financial information with respect to the Company’s single operating segment for the years ended December 31, 2024 and 2023:

For the years ended December 31,

($s in thousands) 2024 2023

Revenues $ 98,613 $ 66,708

Cost of revenues:

Flight operations 31,016 24,412

Maintenance 26,459 16,928

Total cost of revenues 57,475 41,340

Gross income 41,138 25,368

Depreciation and amortization 17,451 11,089

Selling, general and administrative expense 18,369 71,774

Operating income (loss) 5,318 ( 57,495 )

Interest income 191 1,637

Interest expense ( 23,714 ) ( 23,218 )

Other income 1,876 1,416

Loss before income taxes ( 16,329 ) ( 77,660 )

Income tax benefit 762 302

Net loss $ ( 15,567 ) $ ( 77,358 )

See the Consolidated Financial Statements for other financial information regarding the Company’s operating segment.

The CODM evaluates the Company’s financial performance based on key metrics, including revenue growth, operating income, and Adjusted EBITDA.

These metrics are reviewed regularly to assess the efficiency and profitability of the Company’s operations.

Additionally, significant expenses, such as cost of revenues and selling, general & administrative expenses, are closely monitored as part of the performance evaluation and resource allocation process.

Total United States revenues were $ 88.5 million and $ 49.5 million for the years ended December 31, 2024 and 2023, respectively.

Refer to “Note 2 – Summary of Significant Accounting Policies” included in this Annual Report on Form 10-K for additional information about revenue by geographic location.

The Company's long-lived tangible assets, as well as the Company's operating lease right-of-use assets recognized on the Consolidated Balance Sheets were located as follows:

As of December 31,

($s in thousands) 2024 2023

United States $ 190,560 $ 203,759

Spain 2,017 1,117

NOTE 24 – SUBSEQUENT EVENTS

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

In January 2024, we entered into a sales agreement with Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Virtu Americas LLC (“Virtu”) under which we could offer and sell shares of our Common Stock having an aggregate offering proceeds of up to $ 100.0 million.

From January 26, 2024 through the date of this filing, we 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 .

Management has evaluated the impact of events occurring after December 31, 2024 up to the date of issuance of these Consolidated Financial Statements, and these statements contain all necessary adjustments and disclosures resulting from that evaluation.

On January 29, 2025, the Company sold two of its Twin Commanders for $ 0.9 million.

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What changed 10-K

Item 8. Financial Statements and Supplementary Data