Bridger Aerospace Group Holdings, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. BRIDGER AEROSPACE GROUP HOLDINGS, INC. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 173 ) 63 Consolidated Balance Sheets as of December 31, 2024 and 2023 64 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023 65 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024 and 2023 66 Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2024 and 2023 67 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023 68 Notes to Consolidated Financial Statements 69 62 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Stockholders and the Board of Directors of Bridger Aerospace Group Holdings, Inc. Belgrade, Montana Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Bridger Aerospace Group Holdings, Inc. (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). 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. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Crowe LLP We have served as the Company’s auditor since 2022. Atlanta, Georgia March 14, 2025 63 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts) As of December 31, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 39,336 $ 22,956 Restricted cash 13,747 13,981 Investments in marketable securities — 1,009 Accounts and note receivable 5,945 4,113 Aircraft support parts 857 488 Prepaid expenses and other current assets 3,924 2,648 Total current assets 63,809 45,195 Property, plant and equipment, net 183,769 196,611 Intangible assets, net 6,076 1,730 Goodwill 20,749 13,163 Other noncurrent assets, net 1 16,406 16,771 Total assets $ 290,809 $ 273,470 LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable 2 $ 5,330 $ 3,978 Accrued expenses and other current liabilities 3 14,057 17,168 Operating right-of-use current liability 4 1,835 2,153 Current portion of long-term debt, net of debt issuance costs 2,170 2,099 Total current liabilities 23,392 25,398 Long-term accrued expenses and other noncurrent liabilities 5,388 10,777 Operating right-of-use noncurrent liability 5 6,083 5,779 Long-term debt, net of debt issuance costs 6 202,469 204,585 Total liabilities 237,332 246,539 COMMITMENTS AND CONTINGENCIES MEZZANINE EQUITY Series A Preferred Stock, $ 0.0001 par value; 315,789.473684 shares authorized, issued and outstanding at December 31, 2024 and 2023 380,179 354,840 STOCKHOLDERS’ DEFICIT Common Stock, $ 0.0001 par value; 1,000,000,000 shares authorized; 54,209,388 shares issued and outstanding at December 31, 2024; 44,776,926 shares issued and outstanding at December 31, 2023 6 5 Additional paid-in capital 101,495 84,771 Accumulated deficit ( 429,239 ) ( 413,672 ) Accumulated other comprehensive income 1,036 987 Total stockholders’ deficit ( 326,702 ) ( 327,909 ) Total liabilities, mezzanine equity, and stockholders’ deficit $ 290,809 $ 273,470 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. 64 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) For the years ended December 31, 2024 2023 Revenues 1 $ 98,613 $ 66,708 Cost of revenues: Flight operations 2 31,016 24,412 Maintenance 26,459 16,928 Total cost of revenues 57,475 41,340 Gross income 41,138 25,368 Selling, general and administrative expense 35,820 82,863 Operating income (loss) 5,318 ( 57,495 ) Interest expense 3 ( 23,714 ) ( 23,218 ) Other income 2,067 3,053 Loss before income taxes ( 16,329 ) ( 77,660 ) Income tax benefit 762 302 Net loss $ ( 15,567 ) $ ( 77,358 ) Series A Preferred Stock—adjustment for deemed dividend upon Closing — ( 48,300 ) Series A Preferred Stock—adjustment to eliminate 50% multiplier — 156,363 Series A Preferred Stock—adjustment to maximum redemptions value ( 25,339 ) ( 22,181 ) (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 $ 0.3 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 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. 65 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) For the years ended December 31, 2024 2023 Net loss $ ( 15,567 ) $ ( 77,358 ) Other comprehensive loss, net of tax: Foreign currency translation adjustment 62 ( 42 ) Unrealized loss on derivative instruments ( 43 ) ( 290 ) Unrealized gain on investments in marketable securities — 247 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 ) The accompanying notes are an integral part of these Consolidated Financial Statements. 66 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (In thousands, except share amounts) 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’ Deficit 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 ) Foreign currency translation adjustment — — — — — — ( 42 ) ( 42 ) Unrealized loss on derivative instruments — — — — — — ( 290 ) ( 290 ) Unrealized gain on investments on marketable securities — — — — — — 247 247 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 ) Net loss — — — — — ( 15,567 ) — ( 15,567 ) Foreign currency translation adjustment — — — — — — 62 62 Unrealized loss on derivative instruments — — — — — — ( 43 ) ( 43 ) 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 ) 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 ) The accompanying notes are an integral part of these Consolidated Financial Statements. 67 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) For the years ended December 31, 2024 2023 Cash Flows from Operating Activities: Net loss $ ( 15,567 ) $ ( 77,358 ) Adjustments to reconcile net loss to net cash used in operating activities, net of acquisitions: Depreciation and amortization 17,451 11,089 Stock-based compensation expense 16,160 47,796 Impairment of long-lived assets — 2,529 Amortization of debt issuance costs 943 968 Loss on disposal of fixed assets 386 1,183 Change in fair value of Warrants ( 4,530 ) ( 267 ) Change in fair value of embedded derivative ( 885 ) ( 155 ) Change in fair value of freestanding derivative — 51 Change in fair value of earnout consideration ( 393 ) 167 Realized gain on investments in marketable securities ( 16 ) ( 794 ) Deferred tax benefit ( 1,142 ) ( 342 ) Changes in operating assets and liabilities, net: Accounts receivable ( 2,133 ) ( 1,085 ) Aircraft support parts ( 104 ) 1,273 Prepaid expense and other current and noncurrent assets 2,286 ( 2,381 ) Accounts payable, accrued expenses and other liabilities 1 ( 3,101 ) ( 9,482 ) Net cash provided by (used in) operating activities 9,355 ( 26,808 ) Cash Flows from Investing Activities: Proceeds from sales and maturities of marketable securities 1,055 55,406 Purchases of marketable securities — ( 999 ) Investment in equity securities — ( 4,000 ) Purchases of property, plant and equipment ( 4,084 ) ( 20,738 ) Sale of property, plant and equipment 649 817 Expenditures for capitalized software ( 1,156 ) ( 328 ) Issuance of note receivable — ( 3,000 ) 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: Costs incurred related to the Closing — ( 6,794 ) Proceeds from the Closing — 3,194 Repayments on debt ( 2,988 ) ( 2,201 ) Payment of finance lease liability ( 26 ) ( 30 ) 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 ) Net change in cash, cash equivalents and restricted cash 16,146 ( 5,523 ) Cash, cash equivalents and restricted cash – beginning of the year 36,937 42,460 Cash, cash equivalents and restricted cash – end of the year $ 53,083 $ 36,937 Less: Restricted cash – end of the year 13,747 13,981 Cash and cash equivalents – end of the year $ 39,336 $ 22,956 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 68 Table of Contents BRIDGER AEROSPACE GROUP HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION Nature of Business Bridger Aerospace Group Holdings, Inc. and its subsidiaries (“Bridger”, “the Company,” “we,” “us” or “our”) provide aerial wildfire 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, 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”). Liquidity 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, 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 On January 24, 2023, (the “Closing Date”), Jack Creek Investment Corp (“JCIC”) completed the reverse recapitalization (the “Closing” and the “Reverse Recapitalization”) with the Company’s predecessor, Bridger Aerospace Group Holdings, LLC and its subsidiaries (collectively, “Legacy Bridger”), which operated the majority of the historical business and was identified as the acquirer and predecessor upon the consummation of the transactions contemplated by the agreement and plan of merger (the “Transaction Agreements”) entered into on August 3, 2022. On the Closing Date, pursuant to the Transaction Agreements, JCIC and Legacy Bridger became wholly owned subsidiaries of a new public entity that was renamed Bridger Aerospace Group Holdings, Inc., and JCIC shareholders and Legacy Bridger equity holders converted their equity ownership in JCIC and Legacy Bridger, respectively, into equity ownership in Bridger. Upon the consummation of the Reverse Recapitalization, Bridger issued Common Stock to the Legacy Bridger equity holders and Series A Preferred Stock (as defined below) as summarized below: • the surrender and exchange of all 606,061 Legacy Bridger incentive units (“Incentive Units”) into 583,308 shares of Bridger’s common stock, par value $ 0.0001 , (“Common Stock”) at a deemed value of $ 10.00 per share as adjusted by the per share Common Stock consideration of approximately 0.96246 (the “Exchange Ratio”), rounded down to the nearest share for each holder; • the direct or indirect surrender and exchange of the remaining 40,000,000 issued and outstanding shares of Legacy Bridger common shares (excluding Incentive Units) into 38,498,436 shares of Common Stock at a deemed value of $ 10.00 per share as adjusted by the Exchange Ratio, rounded down to the nearest share for each holder; and 69 Table of Contents • the surrender and exchange of all 315,789.473684 issued and outstanding Series C preferred shares of Legacy Bridger (the “Legacy Bridger Series C Preferred Shares”), which were surrendered and exchanged on a one -to-one basis in connection with the Reverse Recapitalization into 315,789.473684 shares of preferred stock of Bridger that have the rights, powers, designations, preferences, and qualifications, limitations and restrictions set forth in Section 4.5 of the Amended and Restated Certificate of Incorporation (the “Series A Preferred Stock”). The Series A Preferred Stock are convertible at the election of the holders into shares of Common Stock, without the payment of additional consideration by the holders into such number of shares of Common Stock as determined by dividing the original issue price, plus accrued interest by a conversion price equal to $ 11.00 at the time of conversion. Other related events occurred in connection with the Reverse Recapitalization, are summarized below: • the filing and effectiveness of the Amended and Restated Certificate of Incorporation of Bridger and the effectiveness of the Amended and Restated Bylaws of Bridger, each of which occurred immediately prior to the Closing; • the adoption and assumption of the 2023 Omnibus Incentive Plan (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; and • during the period from the Closing until five years following the Closing, JCIC subjected 20 % of JCIC’s issued and outstanding common stock (“Sponsor Earnout Shares”), comprised of two separate tranches of 50 % of the Sponsor Earnout Shares per tranche, to potential forfeiture to Bridger for no consideration until the occurrence (or deemed occurrence) of certain triggering events. Immediately after giving effect to the Transaction Agreements, the following were outstanding: • 43,769,290 shares of Common Stock; • 315,789.473684 shares of Bridger Series A Preferred Stock; • 9,400,000 private placement warrants (“Private Placement Warrants”) to purchase shares of Common Stock at an exercise price of $ 11.50 per share; • 17,250,000 public warrants (“Public Warrants”) to purchase shares of Common Stock at an exercise price of $ 11.50 per share; and • 6,581,497 restricted stock units issued to the executives and senior management of the Company. In connection with the Reverse Recapitalization, the Company paid transaction costs of $ 10.3 million as of the Closing. The transactions contemplated by the Transaction Agreements were accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, JCIC was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Bridger represent a continuation of the financial statements of Legacy Bridger with the Reverse Recapitalization treated as the equivalent of Legacy Bridger issuing stock for the net assets of JCIC, accompanied by a recapitalization. The net assets of JCIC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Recapitalization will be those of Legacy Bridger in future reports of Bridger. Legacy Bridger 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 continued Legacy Bridger’s former strategy and operations; and • The Reverse Recapitalization created an operating public company, with management continuing to use Legacy Bridger operations to grow the business. 70 Table of Contents The Sponsor Earnout Shares are determined to be equity classified instruments of Bridger and the Public Warrants and Private Placement Warrants are determined to remain liability classified instruments upon the Closing. In accordance with guidance applicable to these circumstances, the equity structure has been recast in all comparative periods up to the Closing to reflect the number of shares of Common Stock issued to Legacy Bridger’s stockholders in connection with the Reverse Recapitalization. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Bridger’s common stock prior to the Reverse Recapitalization have been retroactively recast as shares of Common Stock using the Exchange Ratio. On January 25, 2023, shares of the Company’s Common Stock began trading on the Nasdaq Global Market under the ticker symbol “BAER.” NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Variable Interest Entities 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. A reporting entity is the primary beneficiary of a VIE and must consolidate it when that party has a variable interest, or combination of variable interests, that provide it with a controlling financial interest. A party is deemed to have a controlling financial interest if it meets both of the power and loss/benefits criteria. The power criterion is the ability to direct the activities of the VIE that most significantly impact its economic performance. The losses/benefits criterion is the obligation to absorb losses from, or right to receive benefits from, the VIE that could potentially be significant to the VIE. The VIE model requires an ongoing reconsideration of whether a reporting entity is the primary beneficiary of a VIE due to changes in the facts and circumstances. Northern Fire Management Services, LLC (“NFMS, LLC”): The Company assisted in designing and organizing NFMS, LLC with a business purpose of employing Canadian aviation professionals to provide services to the Company. 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. NFMS, LLC was determined to be a VIE primarily due to the entity’s lack of sufficient equity investment at risk and the Company was determined to be the primary beneficiary of the VIE primarily attributable to the Company’s responsibility for all decisions related to NFMS, LLC’s expenditures. Accordingly, NFMS, LLC has been consolidated by the Company for the years ended December 31, 2024 and 2023 and all intercompany expenses associated with NFMS, LLC and its service agreement have been eliminated in consolidation. For the years ended December 31, 2024 and 2023, NFMS, LLC’s assets and liabilities were immaterial to the Company’s financial statements. 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. We also entered into a services agreement with MAB whereby we will manage the return-to-service upgrades of the Spanish Scoopers through our wholly-owned Spanish subsidiary, Albacete Aero, S.L., while they are owned and funded by MAB. The service agreement also provides that we have 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. 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. 71 Table of Contents 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. 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 Cash and cash equivalents consist of cash and all highly liquid, readily convertible investments with a maturity of three months or less. Cash equivalents are placed primarily in time deposits and money market funds due in three months or less. 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. These funds are held in a demand deposit account or highly rated money market fund. The restricted cash amounts as of December 31, 2024 and 2023, respectively, relate to the Series 2022 Bonds. Investments in Marketable Securities Investments in debt securities are classified as available-for-sale and are carried at fair value, with unrealized gains and losses reported as accumulated other comprehensive income. Gains and losses are recognized when realized. Unrealized losses are evaluated for impairment to determine if the impairment is credit related. An other-than-temporary credit impairment would be recognized as an adjustment to income. Gains and losses are determined using the first-in first-out method. Investments in marketable securities are classified as current assets with short-term maturities of less than one year. Accounts and Note Receivable Accounts receivable consist of amounts due from our customers. The Company maintains an allowance for doubtful accounts equal to the estimated losses expected to be incurred based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. For the 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. 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. Aircraft Support Parts Aircraft support parts consist of repairables and expendables that are used for servicing aircraft and support parts for universal application amongst the aviation fleet. Aircraft support parts are tracked by serial number and capitalized at cost in the Consolidated Balance Sheets and expensed in the Consolidated Statements of Operations when used in operations. 72 Table of Contents Property, Plant and Equipment, net 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: Estimated Useful Life Aircraft, engines and rotable parts 1,500 – 6,000 flight hours Vehicles and equipment 3 – 5 years 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. Costs of routine maintenance of aircraft are expensed as incurred as Cost of revenues in the Consolidated Statements of Operations. 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. 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. Business Combinations The Company records tangible and intangible assets acquired and liabilities assumed in business combinations under the acquisition method of accounting in accordance with ASC 805, Business Combinations . Under the acquisition method of accounting, amounts paid for the acquisition are allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition inclusive of identifiable intangible assets. Acquisition consideration includes contingent consideration with payment terms based on the achievement of certain targets of the acquired business. The estimated fair value of identifiable assets and liabilities, including intangibles, are based on valuations that use information and assumptions available to management. The Company allocates any excess purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. Significant management judgments and assumptions are required in determining the fair value of assets acquired and liabilities assumed, particularly acquired intangible assets, including estimated useful lives. The valuation of purchased intangible assets is based upon estimates of the future performance and discounted cash flows of the acquired business. Each asset acquired or liability assumed is measured at estimated fair value from the perspective of a market participant. 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 is first assessed as either an equity or liability depending on the nature of the consideration. All contingent considerations is classified as a liability. 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 within the Consolidated Balance Sheets. 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. 73 Table of Contents 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. Refer to “Note 10 – Goodwill and Intangible Assets, Net” included in this Annual Report on Form 10-K. Acquired intangible assets are initially recorded at fair value and subsequently amortized over their useful lives using the straight-line method, which reflects the pattern of benefit, and assumes no residual value. Intangible assets with definite lives are reviewed for impairment whenever events or circumstances indicate that the carrying value of an asset may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is deemed not to be recoverable, an impairment loss is recorded equal to the amount by which the carrying value of the long-lived asset exceeds its fair value. The remaining estimated useful lives of definite-lived intangible assets are routinely reviewed and, if the estimate is revised, the remaining unamortized balance is amortized over the revised estimated useful life. Goodwill Goodwill represents the excess of purchase price over fair value of the net assets acquired in an acquisition. Refer to “Note 10 – Goodwill and Intangible Assets, Net” included in this Annual Report on Form 10-K. Beginning in 2023, the Company assesses goodwill for impairment as of October 1 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. Goodwill is tested for impairment at the reporting unit level using a fair value approach. 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, 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 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, 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 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. 74 Table of Contents Debt Issuance Costs Debt issuance costs consist of expenditures associated with obtaining debt financing, principally legal and bank commitment fees. Such costs are deferred and amortized over the term of the related credit arrangements using a method that approximates the effective interest method. Debt issuance costs are included in the Consolidated Balance Sheets as a direct deduction from the carrying amount of long-term debt and are included in Interest expense in the Consolidated Statements of Operations. The payment of debt issuance costs is recorded under financing activities in the Consolidated Statements of Cash Flows. Fair Value of Financial Instruments 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’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. ASC 820 classifies the inputs used to measure these fair values into the following hierarchy: Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs and quoted prices in active markets for similar assets and liabilities. Level 3 — Unobservable inputs and models that are supported by little or no market activity. In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety has been determined based on the lowest level of input that is significant to the fair value measurement. Revenue Recognition 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. 75 Table of Contents MRO revenues 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. 76 Table of Contents 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. In addition, the Company evaluates whether or not it should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected to be recovered. The Company has elected to use the practical expedient detailed in ASC 340-40, 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. Revenue Disaggregation The following table presents the disaggregation of revenue by service: For the years Ended December 31, $s in thousands 2024 2023 Fire suppression $ 66,765 $ 56,022 Aerial surveillance 13,062 9,730 MRO 13,918 48 Other services 4,868 908 Total revenues $ 98,613 $ 66,708 For the Years Ended December 31, $s in thousands 2024 2023 United States $ 88,527 $ 49,486 Spain 10,086 48 Canada — 17,174 Total revenues $ 98,613 $ 66,708 Concentration Risk 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. Income Taxes 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. 77 Table of Contents 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. Bridger is also subject to taxes in foreign jurisdictions in which it operates. The Company provides for income taxes and the related accounts under the asset and liability method. Income tax 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. These tax laws are often complex and may be subject to different interpretations. Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities and are measured using the enacted tax rates expected to be in effect during the year in which the basis difference reverses. In evaluating the ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if Bridger determines that it is more likely than not that all or part of the deferred tax asset will become realizable. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Coverage of $250,000. During the years ended December 31, 2024 and 2023, the Company did not experience losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Hedging Transactions and Derivative Financial Instruments The Company is directly and indirectly affected by changes in certain market conditions. These changes in market conditions may adversely impact the Company’s financial performance and are referred to as “market risks.” The Company, when deemed appropriate, uses derivatives as a risk management tool to mitigate the potential impact of certain market risks. The Company manages interest rate risk through the use of derivative instruments, such as swap agreements. A swap agreement is a contract between two parties to exchange cash flows based on specified underlying notional amounts, assets and/or indices. The Company does not enter into derivative financial instruments for trading purposes. The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the type of hedging relationships. The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in Accumulated other comprehensive income and are reclassified into the line item 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. Any ineffective portion of a financial instrument’s change in fair value is immediately recognized into earnings. The fair value is based on prevailing market data and using standard valuation models based on reasonable estimates about future relevant market conditions. Refer to “ Note 15 – Long-Term Debt ” included in this Annual Report on Form 10-K. 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. (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. 78 Table of Contents As noted above, the Company accounted for the Closing as a reverse recapitalization. (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 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. Compensation cost for Incentive Units is measured at their grant-date fair value and is equal to the value of the Legacy Bridger’s Class D Common shares, which was estimated using an option pricing model. Compensation cost for service-based units is recognized over the requisite service period on a straight-line basis. For performance related units, expense is recognized when the performance related condition is considered probable. In connection with the Closing, the Company along with the Board established and approved and assumed the 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. The fair value of RSUs is determined based on the number of shares granted and the quoted market price of the Common Stock on the date of grant. Compensation cost for the RSUs is recognized as the performance condition of the Closing of the transaction was met and over the requisite service period based on the graded-vesting method. The Company accounts for forfeitures as they occur. Stock-based compensation is included in both Cost of revenues and Selling, general and administrative expense in the Consolidated Statements of Operations. Recent Accounting Pronouncements Recently Issued Accounting Pronouncements In November 2024, the FASB issued ASU No. 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. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This update enhances the transparency and decision usefulness of income tax disclosures to provide investors information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This new guidance is effective for the Company for its fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of adopting the new accounting guidance on the Company’s Consolidated Financial Statements. 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. 79 Table of Contents NOTE 3 – SUPPLEMENTAL CASH FLOW INFORMATION For the Years Ended December 31, $s in thousands 2024 2023 Interest paid $ 23,137 $ 23,220 Non-cash investing and financing activities: Fixed assets in accounts payable — 205 Conversion of promissory note to Common Stock — 897 Series A Preferred Stock - adjustment for deemed dividend upon Closing — 48,300 Series A Preferred Stock - adjustment to eliminate 50% multiplier — 156,363 Series A Preferred Stock - adjustment to maximum redemption value 25,339 22,181 Purchase consideration of FMS acquisition paid in Common Stock 14,179 — Purchase consideration of Ignis acquisition paid in Common Stock (Note 12) 4,038 3,242 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 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 of the available-for-sale securities by type are as follows: As of December 31, 2024 2023 $s in thousands Carrying Value Cash equivalents: Commercial paper $ — $ 1,974 Money market fund 36,305 11,208 Total cash equivalents $ 36,305 $ 13,182 Restricted cash: Money market fund $ 13,747 $ 13,981 As of December 31, 2023 $s in thousands Purchase Price Unrealized Gains Fair Value Investments in marketable securities: Government securities 999 10 1,009 Total investments in marketable securities $ 999 $ 10 $ 1,009 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. 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. 80 Table of Contents NOTE 5 – ACCOUNTS AND NOTE RECEIVABLE Accounts and note receivable consist of the following: As of December 31, $s in thousands 2024 2023 Trade accounts receivable $ 3,213 $ 681 Unbilled receivable 1,746 — Foreign tax receivable 986 237 Note receivable — 3,000 Other — 195 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. Government. 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 was paid in January 2024. Foreign tax receivable consists primarily of value-added taxes charged by the Spanish government. NOTE 6 – AIRCRAFT SUPPORT PARTS Aircraft support parts consist of the following: As of December 31, $s in thousands 2024 2023 Repairables and expendables $ 593 $ 488 Other 264 — Total aircraft support parts $ 857 $ 488 NOTE 7 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following: As of December 31, $s in thousands 2024 2023 Prepaid insurance $ 1,472 $ 1,324 Prepaid subscriptions 1,229 1,115 Deposits 1,044 120 Other 179 89 Total prepaid expenses and other current assets $ 3,924 $ 2,648 81 Table of Contents NOTE 8 – PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consist of the following: As of December 31, $s in thousands 2024 2023 Aircraft $ 185,877 $ 184,290 Less: Accumulated depreciation ( 38,210 ) ( 25,121 ) Aircraft, net 147,667 159,169 Leasehold improvements 35,504 34,824 Buildings 1,054 1,117 Vehicles and equipment 5,921 4,870 Capitalized software and development costs 35 — Construction-in-progress - Leasehold improvements 5 5 Finance lease right-of-use-asset 101 121 Licenses 235 235 Less: Accumulated depreciation ( 6,753 ) ( 3,730 ) Buildings and equipment, net 36,102 37,442 Total property, plant and equipment, net $ 183,769 $ 196,611 For the year ended December 31, 2024, the Company recorded $ 14.5 million and $ 2.3 million of depreciation expense in Cost of revenues and Selling, general and administrative expense, respectively. For the year ended December 31, 2023, the Company recorded $ 9.6 million and $ 1.3 million of depreciation expense in Cost of revenues and Selling, general and administrative expense, respectively. Aircraft are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. In 2023, the Company noted that increasing maintenance costs associated with one of our Twin Commander aircraft indicated that 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, 2024 and 2023, capitalized interest to equipment from debt financing was zero and $ 1.2 million, respectively. 82 Table of Contents 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. 83 Table of Contents 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. 84 Table of Contents 2023 Acquisition Activity On September 12, 2023, the Company completed the acquisition of all outstanding equity interests of Ignis Technologies, Inc. (“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. 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. 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 Ignis Acquisition over the fair value of net assets acquired as goodwill. The goodwill reflects our expectations of favorable future growth opportunities. The Company expects that substantially all of the goodwill will not be deductible for federal income tax purposes. The Company has not presented pro forma combined results for the 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: $s in thousands Purchase Price Allocation Cash and cash equivalents $ 3 Intangible assets 1,300 Accounts payable ( 37 ) Long-term accrued expenses and other noncurrent liabilities ( 67 ) Deferred tax liability ( 314 ) Total identifiable net assets 885 Goodwill 10,676 Total purchase price $ 11,561 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. Acquired intangible assets consist entirely of in-process research and development (“IPR&D”) and is expected to be amortized over its useful life of five years when placed into service. The Company concluded that the IPR&D is an identifiable intangible asset that would be accounted for as a single asset in a business combination. The fair value of the IPR&D was determined using an income approach based on significant unobservable inputs. 85 Table of Contents NOTE 10 – GOODWILL AND INTANGIBLE ASSETS, NET 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 Addition from Ignis Acquisition 10,676 Measurement period adjustment 29 As of December 31, 2023 $ 13,163 Addition from FMS Acquisition 11,578 Measurement period adjustment ( 3,992 ) As of December 31, 2024 $ 20,749 Intangible assets consisted of the following: As of December 31, 2024 $s in thousands Estimated Life (Years) Cost Accumulated 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 ) — Total intangible assets $ 7,048 $ ( 972 ) $ 6,076 As of December 31, 2023 $s in thousands Estimated Life (Years) Cost Accumulated Amortization Net 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 IPR&D is the historical know-how, software, formula protocols, designs and procedures expected to be needed to complete the development of the technology asset and receive regulatory approval. The Company expects to amortize the IPR&D over its useful life of five years when placed into service. 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. Future amortization expense for intangible assets subject to amortization is expected to be as follows: $s in thousands Expected Amortization 2025 $ 1,234 2026 1,227 2027 1,227 2028 1,170 2029 1,092 Thereafter 126 Total $ 6,076 86 Table of Contents NOTE 11 – OTHER NONCURRENT ASSETS Other noncurrent assets consisted of the following: As of December 31, $s in thousands 2024 2023 Operating lease right-of-use asset $ 7,951 $ 7,777 Investment in MAB 4,000 4,000 Prepaid subscriptions 1,543 2,877 Interest rate swap 1,075 1,117 Investment in Overwatch Imaging, Inc. 1,000 1,000 Other 837 — Total other noncurrent assets $ 16,406 $ 16,771 NOTE 12 – ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consisted of the following: As of December 31, $s in thousands 2024 2023 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 Finance right-of-use liability 37 46 Embedded derivative of Series A Preferred Stock — 885 Accrued professional fees — 851 Other 718 327 Total accrued expenses and other liabilities 19,445 27,945 Less: Current accrued expenses and other current liabilities ( 14,057 ) ( 17,168 ) Total long-term accrued expenses and other noncurrent liabilities $ 5,388 $ 10,777 Warrant liabilities The warrant liabilities consist of the following Warrants issued by the Company in connection with the Reverse Recapitalization: Public Warrants The Company issued Public Warrants to purchase 17,250,000 shares of Common Stock at an exercise price of $ 11.50 per share in exchange for the 17,250,000 JCIC warrants originally issued by JCIC in its initial public offering. The Warrants may only be exercised for a whole number of shares of Common Stock. The exercise price and number of shares of Common Stock issuable upon exercise of the Warrants may also be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. In no event will the Company be required to net cash settle any Warrant. The Warrants became exercisable 30 days following the Reverse Recapitalization and will expire January 24, 2028. 87 Table of Contents Under certain circumstances, the Company may elect to redeem the Public Warrants at a redemption price of $ 0.01 per Public Warrant at any time during the term of the warrant in which the Common Stock trading price has been at least $ 18.00 per share for 20 trading days within the 30 trading-day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. If the Company elects to redeem the Public Warrants, it must notify the Public Warrant holders in advance, who would then have at least 30 days from the date of notification to exercise their respective warrants. If the warrant is not exercised within that 30 -day period, it will be redeemed pursuant to this provision. The Company may also elect to redeem the outstanding Warrants at a redemption price of $ 0.10 per Warrant at any time during the term of the Warrant in which the Common Stock trading price is between $ 10.00 per share and $ 18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganization, recapitalizations and the like) for any 20 trading days within the 30 trading-day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. In such case, the Warrant holders will be able to exercise their Warrants on a cashless basis prior to the redemption for a number of shares of our Common Stock determined based on the redemption date and the fair market value of the Common Stock. As of 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 The Company issued Private Placement Warrants to purchase 9,400,000 shares of Common Stock at an exercise price of $ 11.50 per share in exchange for the 9,400,000 JCIC warrants originally purchased in a private placement by JCIC Sponsor, LLC (“JCIC Sponsor”) contemporaneously with JCIC’s initial public offering. JCIC Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than JCIC Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. As of 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 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, 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 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. 88 Table of Contents 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 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. At the end of each calendar month, the Company receives or makes payments on the interest rate swap difference, if any, based on the received interest rate set forth in the table below. Interest payments on the Company’s term loan and payments received or made on the interest rate swap are reported net on the Consolidated Statements of Operations as interest expense. The Company had the following interest rate swap designated as a cash flow hedge ($s in thousands): As of December 31, 2024 Effective Date Maturity Date Notional Amount Fair Value Pay Fixed Receive Rate 4/15/2020 3/15/2030 $ 9,822 $ 1,075 3.887 % 1 Month SOFR + 2.61448 % As of December 31, 2023 Effective Date Maturity Date Notional Amount Fair Value Pay Fixed Receive Rate 4/15/2020 3/15/2030 $ 10,466 $ 1,117 3.887 % 1 Month LIBOR + 2.61448 % The Company accounts for the interest rate swap as a cash flow hedge for accounting purposes under GAAP. The Company reflects the effect of this hedging transaction in the Consolidated Financial Statements. 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. NOTE 14 – FAIR VALUE MEASUREMENTS Long-term debt 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. When valuing fixed rate debt, the fair value is capped at par value. The variable rate debt approximates fair value based on the closing or estimated market prices of similar securities comparable to the Company’s debts as of December 31, 2024 and 2023. 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 Our cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current assets and liabilities (excluding derivative instruments) are carried at amounts which reasonably approximate their fair values due to their short-term nature. 89 Table of Contents The following tables summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: As of December 31, 2024 $s in thousands Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 39,336 $ — $ — Restricted cash: Money market fund 13,747 — — Total restricted cash 13,747 — — Interest rate swap — 1,075 — Total assets $ 53,083 $ 1,075 $ — Liabilities Warrant liabilities - Public Warrants $ 690 $ — $ — Warrant liabilities - Private Placement Warrants — 376 — Contingent consideration — — 6,219 Total liabilities $ 690 $ 376 $ 6,219 As of December 31, 2023 ($s in thousands) Level 1 Level 2 Level 3 Assets Cash and cash equivalents $ 22,956 $ — $ — Restricted cash: Money market fund 13,981 — — Total restricted cash 13,981 — — Investments in marketable securities — 1,009 Interest rate swap — 1,117 — Total assets $ 36,937 $ 2,126 $ — Liabilities 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 13 – Interest Rate Swap” included in this Annual Report on Form 10-K. 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” 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. The fair value indicates an estimated amount the Company would be required to receive if the contracts were canceled or transferred to other parties. The Company calculates the fair value of interest rate swap agreement quarterly based on the quoted market price for the same or similar financial instruments. 90 Table of Contents 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. The embedded derivative was initially valued and remeasured using a “with-and-without” method. The “with-and-without” methodology involved valuing the entire instrument both with and without the embedded derivative using a discounted cash flow approach. Under this methodology, the difference in the estimated fair value between the instrument with the embedded derivative and the instrument without the embedded derivative represents the estimated fair value of the embedded derivative. This valuation methodology is based on unobservable estimates and judgements, and therefore is classified as a Level 3 fair value measurement. The significant unobservable input used in the estimated fair value measurement of the embedded derivative is the timing for which the Company may be in default of certain financing facilities that would require an increase of 2 % interest per annum to be accrued by the holders of the Legacy Bridger Series C Preferred Shares. Commercial Paper and Investments in marketable securities The fair values of the commercial paper and available-for-sale marketable securities are based on observable market prices, and therefore classified as a Level 2 fair value measurement. Refer to “Note 4 – Cash Equivalents and Investment in Marketable Securities” included in this Annual Report on Form 10-K for additional details. Warrant Liabilities The Company issued Warrants in connection with the Reverse Recapitalization. The Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. The warrant liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value are recorded in earnings through Selling, general and administrative expense on the Consolidated Statements of Operations. The Public Warrants are publicly traded under the symbol “BAERW,” and the fair value of the Public Warrants at a specific date is determined by the closing price of the Public Warrants as of that date. Therefore, the Public Warrants are classified as Level 1 of the fair value hierarchy. The Public Warrants are redeemable at any time during the term of the warrant in which the Common Stock share trading price has been at least $ 18.00 per share for 20 trading days within the 30 trading-day period. JCIC Sponsor can redeem both the Private Placement Warrants and the Public Warrants when the stock price is between $ 10.00 to $ 18.00 . As such, it is economically beneficial for the Company to redeem the Private Placement Warrants any time before the stock price crosses the $ 18.00 threshold. Therefore, the Warrants have similar economic value, hence Private Placement Warrants are deemed to have the same value as the Public Warrants and are classified Level 2 of the fair value hierarchy. Refer to “ Note 12 – Accrued Expenses and Other Liabilities ” included in this Annual Report on Form 10-K for additional details. Contingent Consideration 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 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 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. 91 Table of Contents 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. Refer to “ Note 8 – Property, Plant and Equipment, Net ” included in this Annual Report on Form 10-K for additional details. NOTE 15 – LONG-TERM DEBT Long-term debt consisted of the following: As of December 31, $s in thousands 2024 2023 Taxable industrial revenue bonds, dated July 21, 2022, 11.5 % interest rate, maturing September 1, 2027 1 $ 160,000 $ 160,000 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 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 9,822 10,466 Term loan agreement dated February 3, 2020, SOFR + 2.61448 % interest rate, maturing February 3, 2027 4 3,255 3,813 Various term loan agreements, earliest start at September 9, 2021, 3.89 - 5.5 % interest rates, latest maturation on November 17, 2027 174 247 Loans payable 208,387 211,374 Less: noncurrent debt issuance costs ( 2,746 ) ( 3,695 ) Less: current debt issuance costs ( 1,002 ) ( 995 ) Less: current portion of long-term debt, net of debt issuance costs ( 2,170 ) ( 2,099 ) Total long-term debt, net of debt issuance costs $ 202,469 $ 204,585 1 On July 21, 2022, the Company closed on the Series 2022 Bonds, upon which the Company received aggregate proceeds of $ 135.0 million on July 21, 2022 and $ 25.0 million on August 10, 2022. The proceeds were designated to redeem in full the 2021 Bonds and the Series A Preferred shares, to finance the construction and equipping of the Company’s third and fourth aircraft hangar in Belgrade, Montana and to fund the purchase of additional CL-415EAF aircraft. The Series 2022 Bonds mature on September 1, 2027, with an annual interest rate of 11.5 % payable semiannually on March 1 and September 1 of each year, commencing on September 1, 2022. Debt issuance costs for the Series 2022 Bonds were $ 4.2 million. The Series 2022 Bonds are subject to redemption or prepayment prior to maturity, as follows: (a) optional redemption in whole or in part, on any day thereafter at par plus accrued interest, and on certain dates, a premium; (b) mandatory redemption at par plus any premium applicable to optional redemptions and a 3 % premium if such redemptions are made prior to September 1, 2025, in whole or in part, in the event of the occurrence of certain events; and (c) extraordinary redemption at par plus accrued interest due to the occurrence of certain casualty, condemnation, or other unexpected events. Optional redemptions are subject to 3 %, 2 %, and 0 % premiums if redemptions are made on or after September 1, 2025, September 2026, and September 2027, respectively. At the Company’s direction, the Series 2022 Bonds may be redeemed by Gallatin County at any time, at a redemption price equal to 100 % of the principal amount plus accrued interest upon the occurrence of certain events 2 In 2020, the Company entered into two separate credit facilities brokered through Live Oak Bank (“LOB”) and backed by the US Department of Agriculture for the completed purchase of the Company’s first two Viking CL-415EAF aircraft. The Company issued two $ 19.0 million promissory notes to LOB, established as 15 -year maturity, first two years interest only payments monthly, then 13 -year term principal plus interest due monthly at the rate of the greater of prime plus 1.5 % or 4.75 % per annum. The first of these notes was issued on August 21, 2020 and the second was issued October 1, 2020 to BAT1, LLC and BAT2, LLC, respectively. Debt issuance costs for BAT1 and BAT2 were $ 1.0 million and $ 0.9 million, respectively. 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. 92 Table of Contents 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. 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 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 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). The Company is in compliance with such financial covenants as of December 31, 2024. Amortization of debt issuance costs was $ 0.9 million and $ 1.0 million for the years ended December 31, 2024 and 2023, respectively. Principal maturities of the outstanding debt as of December 31, 2024 are as follows: $ in thousands Maturities 2025 $ 3,173 2026 3,372 2027 165,121 2028 3,199 2029 3,479 Thereafter 30,043 Total $ 208,387 93 Table of Contents NOTE 16 – LEASES Under ASC 842, leases are separated into two classifications: operating leases and financial leases. Lease classification under ASC 842 is relatively similar to ASC 840. For a lease to be classified as a finance lease, it must meet one of the five finance lease criteria: (1) transference of title/ownership to the lessee, (2) reasonably certain to exercise a purchase option, (3) lease term for major part of the remaining economic life of the asset, (4) present value represents substantially all of the fair value of the asset and (5) asset specialization. Any lease that does not meet these criteria is classified as an operating lease. ASC 842 requires all leases to be recognized on the Company’s balance sheet. Specifically, for operating leases, the Company recognizes a right-of-use asset and a corresponding lease liability upon lease commitment. Company as a lessee The Company is the lessee in a lease contract when the Company obtains the right to use the asset. The right-of-use asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The Company has also elected the short-term lease exception whereby leases with a term of 12 months or less at inception are not recorded on the Consolidated Balance Sheets and are expensed on a straight-line basis over the lease term in our Consolidated Statements of Operations. The Company determines the lease term by agreement with the lessor. Options to renew are considered in lease terms if reasonably expected to be exercised. ASC 842 requires a lessee to use the rate implicit in the lease whenever that rate is readily determinable, otherwise the incremental borrowing rate (“IBR”) should be used. Given the nature of the Company’s lease portfolio, which consists of leases of hangar spaces, aircraft, vehicles, copiers, buildings, aircraft equipment, the implicit rate is often unavailable. In such cases, the Company uses its incremental borrowing rate as the discount rate. The IBR is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The determination of the IBR requires judgment and is derived from the Company’s weighted average cost of capital. Components of the Company’s operating and finance lease assets and liabilities as of December 31, 2024 and 2023 are as follows: As of December 31, $s in thousands Financial Statement Line Item 2024 2023 Assets Operating lease right-of-use asset Other noncurrent assets $ 7,951 $ 7,777 Finance lease right-of-use asset, net Property, plant and equipment, net 36 40 Liabilities Operating lease right-of-use liabilities (current) Operating right-of-use liability (current) $ 1,835 $ 2,153 Finance lease right-of-use liabilities (current) Accrued expenses and other current liabilities 11 22 Operating lease right-of-use liabilities (non-current) Operating right-of-use liability (noncurrent) 6,083 5,779 Finance lease right-of-use liabilities (non-current) Accrued expenses and other noncurrent liabilities 26 24 The Company leases various property and premises on a short-term basis and leases some of its premises under non-cancelable operating leases that expire on various dates through January 2052. The Company recorded $ 2.1 million and $ 1.5 million of expenses associated with these operating leases in Cost of Revenues and Selling, general and administrative expense in the Consolidated Statements of Operations for the years ended December 31, 2024 and 2023. The Company recorded expenses associated with finance leases in Cost of revenues and Selling, general and administrative expense in the Consolidated Statements of Operations. 94 Table of Contents Supplemental cash flow information related to leases is as follows: Year Ended December 31, $s in thousands 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,222 $ 1,208 Operating cash flows from finance leases 18 22 Financing cash flows from finance leases 3 6 Right-of-use assets obtained in exchange for lease liabilities: 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: $s in thousands Operating Leases Finance Leases Year Ending December 31: 2025 $ 2,434 $ 14 2026 2,301 9 2027 2,191 9 2028 1,077 9 2029 238 4 Thereafter 2,253 — Total lease payments 10,494 45 Less: interest ( 2,540 ) ( 8 ) Total lease liabilities $ 7,954 $ 37 Weighted average remaining lease term: 8.1 years 4.1 years Weighted average discount rate: 9.0 % 10.6 % 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 conditions, 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. Contingencies On November 17, 2023, the Company entered into a series of agreements with MAB and its subsidiary designed to facilitate the purchase and return-to-service of four Spanish Scoopers originally awarded to the Company in September 2023 via a public tender process from the Government of Spain. The terms of the agreements provide that the Company will manage the return-to-service upgrades of the Spanish Scoopers while they are owned and funded by MAB. 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 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. 95 Table of Contents NOTE 18 – MEZZANINE EQUITY Legacy Bridger Series C Preferred Shares On April 25, 2022, Legacy Bridger authorized and issued 315,789.473684 Legacy Bridger Series C Preferred Shares for aggregate proceeds of $ 288.5 million, net of issuance costs of $ 11.5 million. The Legacy Bridger Series C Preferred Shares ranked senior to Legacy Bridger’s common shares and ranked subordinate to Legacy Bridger Series A Preferred Shares, which were later redeemed in 2022, with respect to the distribution of assets upon liquidation or certain triggering events. The Legacy Bridger Series C Preferred Shares did not participate in earnings of Legacy Bridger and were non-voting shares. Prior to the consummation of the qualified public offering, the Legacy Bridger Series C Preferred Shares accrued interest daily at 7 % per annum for the first year, 9 % per annum for the second year and 11 % per annum thereafter and were compounded semi-annually at June 30th and December 31st of each year. 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. Upon the Closing, Legacy Bridger surrendered and exchanged all 315,789.473684 issued and outstanding Legacy Bridger Series C Preferred Shares into 315,789.473684 shares of Series A Preferred Stock. The Company’s Certificate of Incorporation included provisions of the Legacy Bridger Series C Preferred Shares that were already in effect prior to the consummation of the Reverse Recapitalization. As a result of the Reverse Recapitalization, the maximum redemption value of the Company’s Series A Preferred Stock changed to approximately $ 332.7 million and excluded the 50 % multiplier which had historically been included in the maximum redemption value of Legacy Bridger Series C Preferred Shares. The Legacy Bridger Series C Preferred Shares were convertible at the election of the holder into shares of Legacy Bridger’s Class B common shares after the occurrence of certain specified events, including after a qualified public offering, without the payment of additional consideration by the holder into such number of Legacy Bridger Class B common stock as determined by dividing the original issue price, plus accrued interest by a conversion price in effect at the time of conversion. The conversion price of Legacy Bridger Series C Preferred Shares was initially equal to $ 12.929104 . The applicable conversion price was subject to future adjustments upon the occurrence of a qualified public offering. The Legacy Bridger Series C Preferred Shares were mandatorily redeemable by Legacy Bridger on April 25, 2032 at an amount dependent on whether the redemption occurs prior or following a qualified public offering. If the mandatory redemption occurs prior to the consummation of a qualified public offering, the redemption amount was equal to the stated value, plus the initial issue price multiplied by 50 %, plus accrued but unpaid interest. If the mandatory redemption occurs following the consummation of a qualified public offering, the redemption amount was equal to the stated value, plus accrued but unpaid interest. The Legacy Bridger Series C Preferred Shares were also redeemable upon certain triggering events outside of the control of Legacy Bridger. The redemption events include redemption by the holder after March 29, 2027 and prior to a qualified public offering, or a fundamental change in Legacy Bridger’s voting and governance structure such as the sale of Legacy Bridger or its subsidiaries representing more than 50 % of Legacy Bridger’s voting stock or a similar liquidity event. Given the conversion feature 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. The Company elected to recognize changes in redemption value immediately, adjusting the Legacy Bridger Series C Preferred Shares to the maximum redemption value at each reporting date. As of December 31, 2022, the Legacy Bridger Series C Preferred Shares were carried at their redemption value of $ 489.0 million. Series A Preferred Stock The Series A Preferred Stock are convertible at the election of the holders into shares of Common Stock, without the payment of additional consideration by the holders into such number of shares of Common Stock as determined by dividing the original issue price, plus accrued interest by a conversion price equal to $ 11.00 per share at the time of conversion. 96 Table of Contents 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 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 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, 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, 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 (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 $s in thousands Shares Amounts Issued as of closing date 315,789.473684 $ 354,840 Adjustment to maximum redemption value — 25,339 Balance as of December 31, 2024 315,789.473684 $ 380,179 Redeemable Series A Preferred Stock $s in thousands Shares Amounts 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 19 – STOCKHOLDERS’ DEFICIT 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. 97 Table of Contents 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, 2024 is as follows: Number of Awards Weighted average grant date fair value 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. 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”). 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.” 98 Table of Contents 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. 99 Table of Contents 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 $ 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 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. 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. 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. 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 The components of our loss before income taxes for the years ended December 31, 2024 and 2023, are as follows: For the Years Ended December 31, $s in thousands 2024 2023 Domestic $ ( 15,566 ) $ ( 77,659 ) Foreign ( 763 ) ( 1 ) Loss before income taxes $ ( 16,329 ) $ ( 77,660 ) The components of the current tax provision and deferred tax benefit for the years ended December 31, 2024 and 2023, are as follows: For the Years Ended December 31, $s in thousands 2024 2023 Current tax provision: U.S. Federal $ — $ — State and local ( 47 ) 40 Foreign 427 — Total current tax provision $ 380 $ 40 Deferred tax benefit: U.S. Federal $ ( 1,269 ) $ ( 273 ) State and local 127 ( 69 ) Foreign — — Total deferred tax benefit $ ( 1,142 ) $ ( 342 ) Income tax benefit $ ( 762 ) $ ( 302 ) 100 Table of Contents The reconciliation between the statutory federal income tax rate and the effective income tax rate for the years ended December 31, 2024 and 2023, are as follows: For the Years Ended December 31, 2024 2023 Income tax - at U.S. 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 % Return to provision ( 1.6 ) % — % Stock-based compensation ( 34.5 ) % ( 7.5 ) % Valuation allowance 10.9 % ( 15.5 ) % Other ( 1.8 ) % ( 0.9 ) % Effective rate of tax 4.7 % 0.4 % In addition to the US federal statutory income tax rate, significant recurring items that affect the Company’s income tax rate are state and local income taxes, nondeductible officer compensation, and change in valuation allowance recognition. The components of the total net deferred tax assets and liabilities as of December 31, 2024 and 2023, consisted of the following: As of December 31, $s in thousands 2024 2023 Deferred tax assets: Net operating losses $ 24,117 $ 21,400 Partnership 11,638 17,750 Interest expense limitation - 163(j) 11,568 5,690 Stock-based compensation 3,492 6,282 Other 123 743 Total deferred tax assets 50,938 51,865 Valuation allowance for deferred tax assets ( 49,748 ) ( 51,523 ) Net deferred tax assets 1,190 342 Deferred tax liabilities: Intangibles - Ignis ( 1,190 ) ( 342 ) Total deferred tax liabilities ( 1,190 ) ( 342 ) Net deferred tax assets (liabilities) $ — $ — The total deferred tax liability presented in the financial statements as of December 31, 2024 is subject to certain significant estimates. The valuation allowance recorded as of December 31, 2024 is reliant on the scheduling of future taxable income. This is highly subjective in nature and may materially change within the next 12 months. As of December 31, 2024, the Company had $ 95.6 million of federal net operating loss carryforwards available, and all have an unlimited carryforward period. Future federal NOL utilization is limited to 80% of taxable income on an annual basis. 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. 101 Table of Contents 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. 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, ($s in thousands, except per share amounts) 2024 2023 Net loss $ ( 15,567 ) $ ( 77,358 ) Adjustments to Net loss: Series A Preferred Stock—adjustment for deemed dividend upon Closing — ( 48,300 ) Series A Preferred Stock—adjustment to eliminate 50% multiplier — 156,363 Series A Preferred Stock—adjustment to maximum redemptions value ( 25,339 ) ( 22,181 ) (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 Weighted average effect of dilutive securities: Series A Preferred Stock — 32,258,180 Weighted average Common Stock outstanding - diluted 50,524,996 77,527,381 (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, 2024 2023 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 Private Placement Warrants 9,400,000 9,400,000 Unvested Legacy Bridger Incentive Units 40,404 40,404 Sponsor Earnout Shares 855,000 855,000 102 Table of Contents 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 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'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 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. 103 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.