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Item 2. Management’s Discussion and Analysis

2025-05-09 compared with 2024-11-13 · 166 added, 325 removed, 309 unchanged (61% of the section changed)

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The following discussion and analysis is intended to help you understand our business, financial condition, results of operations, liquidity and capital resources.

The discussion and analysis should be read together with the condensed consolidated financial statements as of September 30, 2024 and December 31, 2023, for the three and nine months ended September 30, 2024 and 2023, and the related notes thereto, that are included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”).

This discussion and analysis should also be read together with the historical audited annual consolidated financial statements as of and for the years ended December 31, 2023 and 2022, included in the Annual Report on Form 10-K/A (the “Annual Report”).

The discussion and analysis should be read together with the Condensed Consolidated Financial Statements as of March 31, 2025 and December 31, 2024, for the three months ended March 31, 2025 and 2024, and the related notes thereto, that are included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”).

This discussion and analysis should also be read together with the historical audited annual Consolidated Financial Statements as of and for the years ended December 31, 2024 and 2023, included in the Annual Report on Form 10-K (the “Annual Report”).

This discussion and analysis contains forward-looking statements based upon our current expectations, estimates and projections that involve risks and uncertainties.

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Consists of providing aerial surveillance via manned (“Air Attack”) aircraft for fire suppression aircraft over an incident and providing tactical coordination with the incident commander.

• Maintenance Repair:

Consists of maintenance and repair services for return-to-service upgrades of the Spanish Scoopers as well as airframe modifications and integration solutions for government and commercial customers.

• Maintenance, Repair and Overhaul (“MRO”):

Consists of maintenance and repair services for return-to-service upgrades of certain Canadair CL-215T Amphibious (“Spanish Scoopers”) aircraft as well as airframe modification and integration solutions for governmental and commercial customers.

We manage our operations as a single segment for purposes of assessing performance, making operating decisions and allocating resources.

We have made and will continue to make significant investments in capital expenditures to build and expand our integrated response solutions.

We expect that our existing cash and cash equivalents as well as cash generated from our operations and potential additional sales of our common stock, par value $0.0001 per share (“Common Stock”), through our at-the-market offering and other offerings will be sufficient to meet our current working capital and capital expenditure requirements for a period of at least 12 months from the date of this Quarterly Report, depending on the cash generated from our seasonal firefighting operations in 2025.

Refer to the “Liquidity and Capital Resources” section below and “Note 1 – Organization and Basis of Presentation” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional details on management’s assessment of the Company’s ability to continue as a going concern.

We expect that our existing cash and cash equivalents as well as cash generated from our operations will be sufficient to meet our current working capital and capital expenditure requirements for a period of at least 12 months from the date of this Quarterly Report.

The Reverse Recapitalization

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Legacy Bridger was determined to be the accounting acquirer as of the Closing Date with respect to the Reverse Recapitalization, which has been accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP.

Upon consummation of the Reverse Recapitalization, the most significant change in Legacy Bridger’s future reported financial position and results of operations was a gross decrease in cash and cash equivalents (as compared to Legacy Bridger’s balance sheet at December 31, 2022), of approximately $17.0 million.

Total direct and incremental transaction costs of Bridger, JCIC and Legacy Bridger paid at the closing of the Reverse Recapitalization on January 24, 2023 (the “Closing”) were approximately $16.6 million and have been treated as a reduction of the cash proceeds and deducted from our additional paid-in capital.

Public Company Costs

We have become the successor to an SEC-registered and Nasdaq Global Market-listed company, which has required, and in the future may require, us to hire additional staff and implement procedures and processes to address public company regulatory requirements and customary practices.

We have incurred and expect to incur additional annual expenses for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources and fees.

KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS

We are exposed to certain risks inherent to an aerial firefighting business.

These risks are further described in the section entitled “ Risk Factors ” in the Annual Report.

These risks are further described in the section entitled “ Risk Factors ” in the Annual Report on Form 10-K, filed with the SEC on March 14, 2025.

Seasonality Due to the North American Fire Season

Our operating results are impacted by seasonality.

Climate conditions and other factors that may influence the revenues of our services may vary each season and year.

Historically, the demand for our services has been higher in the second and third quarters of each fiscal year due to the timing and duration of the North American fire season.

Consequently, revenues, expenses and operating cash flows from our services are generated mostly in the second and third quarters of our fiscal year.

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

Because wildfires occur at different times in different parts of the country, our operations now operate on a year-round basis.

However, historically the majority of wildfires occur in the second and third quarters, so the demand for our services has generally been higher in the second and third quarters of each fiscal year due to the timing and duration of the North American fire season.

As a result, seasonal fluctuations in the need to fight wildfires based upon location and the varying intensity of the fire season have and may continue to lead our operating results to fluctuate significantly from quarter to quarter and year to year.

Weather Conditions and Climate Trends

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As such, our financial condition and results of operations are significantly affected by the weather, as well as environmental and other factors affecting climate change, which impact the number and severity of fires in any given period.

The intensity and duration of the North American fire season is affected by multiple factors, some of which, according to a 2016 article by Climate Central, a nonprofit climate science news organization, are weather patterns including warmer springs and longer summers, lower levels of mountaintop snowpack which lead to drier soils and vegetation and frequency of lightning strikes.

The intensity and duration of the North American fire season is affected by multiple factors, some of which, according to a 2023 article by Climate Central, a nonprofit climate science news organization, are weather patterns including warmer springs and longer summers, decreasing relative humidity which lead to drier soils and vegetation and frequency of lightning strikes.

Based on the climate change indicators published by the Environmental Protection Agency (“EPA”), these factors have shown year over year increases linked to the effects of climate change and the overall trend in increased temperatures.

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Larger wildfires and longer seasons are expected to continue as droughts increase in frequency and duration, according to a 2024 article by the EPA.

Per the 2024 National Centers for Environmental Information annual report, approximately 8.8 million acres of U.S.

land burned in 2024, 25.7% above the 2001-2020 annual average and the total number of wildfires during 2024 was approximately 90.0% of the 2001-2020 annual average with approximately 61,000 wildfires reported.

Additionally, according to data from the National Interagency Coordination Center, the national wildland fire preparedness level reached Level 5 in 2024 and Level 4 in 2023.

Limited Supply of Specialized Aircraft and Replacement and Maintenance Parts

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Economic and Market Factors

Our operations, supply chain, partners and suppliers have been subject to various global macroeconomic factors.

Our operations, supply chain, partners and suppliers are subject to various global macroeconomic factors.

We expect to continue to remain vulnerable to a number of industry-specific and global macroeconomic factors that may cause our actual results of operations to differ from our historical results of operations or current expectations.

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KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Our primary source of revenues is from providing services, which are disaggregated into fire suppression, aerial surveillance, maintenance repair and other services.

Our primary source of revenues is from providing services, which are disaggregated into fire suppression, aerial surveillance, MRO and other services.

Revenues and growth for our fire suppression and aerial surveillance services are driven by climate trends, specifically the intensity and timing of the North American fire season.

Maintenance repair includes revenue from return-to-service and maintenance repair services performed externally for third parties.

MRO includes revenue from return-to-service and maintenance and repair services performed externally for third parties.

Other services primarily consist of extraneous fulfillment of contractual services such as extended availability and mobilizations.

We charge daily and hourly rates depending upon the type of firefighting service rendered and under which contract the services are performed.

The recognition of revenues for our services are primarily split into flight, standby and other revenues.

Flight revenue is primarily earned at an hourly rate when the engines of the aircraft are cycled, upon request of the customer.

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

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

Other revenue consists of additional contractual items that can be charged to the customer, such as leasing revenues for facilities.

Cost of Revenues

Cost of revenues includes costs incurred directly related to flight operations including expenses associated with operating the aircraft on revenue generating contracts.

These include labor, depreciation, subscriptions and fees, travel and fuel.

Cost of revenues also includes routine aircraft maintenance expenses and repairs, including maintenance and modification repair work for third-party aircraft, consisting primarily of labor, parts, consumables, travel and subscriptions unique to each airframe.

These include labor, depreciation, fees, travel and fuel.

Selling, General and Administrative Expense

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RESULTS OF OPERATIONS

Comparison of the Three Months Ended September 30, 2024 to the Three Months Ended September 30, 2023

The following table sets forth our Condensed Consolidated Statements of Operations information for the three months ended September 30, 2024 and 2023 and should be reviewed in conjunction with the financial statements and notes included elsewhere in this Quarterly Report.

Comparison of the Three Months Ended March 31, 2025 to the Three Months Ended March 31, 2024

The following table sets forth our Condensed Consolidated Statements of Operations information for the three months ended March 31, 2025 and 2024 and should be reviewed in conjunction with the financial statements and notes included elsewhere in this Quarterly Report.

$s in thousands Three Months Ended

September 30, 2024 Three Months Ended

September 30, 2023 Period Over Period Change ($) Period Over Period Change (%)

March 31, 2025 Three Months Ended

March 31, 2024 Period Over Period Change ($) Period Over Period Change (%)

Revenues $ 15,646 $ 5,507 $ 10,139 184%

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Total cost of revenues 17,207 9,206 8,001 87%

Gross income 41,506 37,648 3,858 10%

Gross loss (1,561) (3,699) 2,138 (58%)

Selling, general and administrative expense 8,590 11,610 (3,020) (26%)

Operating income 32,865 22,584 10,281 46%

Operating loss (10,151) (15,309) 5,158 (34%)

Interest expense (5,735) (5,923) 188 (3%)

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Loss before income taxes (15,287) (20,073) 4,786 (24%)

Income tax benefit — 314 (314) (100%)

Net income $ 27,346 $ 17,488 $ 9,858 56%

Revenues increased by $10.9 million, or 20%, to $64.5 million for the three months ended September 30, 2024, from $53.6 million for the three months ended September 30, 2023.

Revenues by service offering for the three months ended September 30, 2024 and 2023 were as follows:

Income tax expense (251) (14) (237) 1,693%

Net loss $ (15,538) $ (20,087) $ 4,549 (23%)

Revenues increased by $10.1 million, or 184%, to $15.6 million for the three months ended March 31, 2025, from $5.5 million for the three months ended March 31, 2024.

Revenues by service offering for the three months ended March 31, 2025 and 2024 were as follows:

$s in thousands Three Months Ended

September 30, 2024 Three Months Ended

September 30, 2023 Period Over Period Change ($) Period Over Period Change (%)

March 31, 2025 Three Months Ended

March 31, 2024 Period Over Period Change ($) Period Over Period Change (%)

MRO $ 7,890 $ 428 $ 7,462 1,743%

Fire suppression 5,783 3,881 1,902 49%

Aerial surveillance 1,711 583 1,128 193%

Maintenance repair 3,774 — 3,774 n/a

Other services 262 615 (353) (57)%

Total revenues $ 15,646 $ 5,507 $ 10,139 184%

Fire suppression revenue increased by $4.4 million, or 10%, to $50.6 million for the three months ended September 30, 2024, from $46.2 million for the three months ended September 30, 2023.

The increase was primarily driven by increased flight hours for our Super Scoopers for the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

In 2023, the Company actively expanded our aerial firefighting operations in Canada.

The Company has had no aerial firefighting operations in Canada in 2024.

Aerial surveillance increased by $0.3 million, or 4%, to $7.6 million for the three months ended September 30, 2024, from $7.4 million for the three months ended September 30, 2023.

The increase was primarily due to the higher rate of the Pilatus aircraft operating for the three months ended September 30, 2024 compared to the Twin Commander aircraft operating for three months ended September 30, 2023.

Maintenance repair was $3.8 million for the three months ended September 30, 2024, compared to none for the three months ended September 30, 2023.

This amount is primarily due to the new revenues from maintenance and repair work performed by FMS and the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement.

Maintenance repair was $7.9 million for the three months ended March 31, 2025, compared to $0.4 million for the three months ended March 31, 2024.

The increase in the amount is primarily due to the revenues from maintenance and repair work performed by FMS, which was acquired in June 2024, and the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement.

Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.

Other services revenue increased by $2.4 million, or 2,190%, to $2.5 million for the nine months ended September 30, 2024, from $0.1 million for the nine months ended September 30, 2023.

The increase was primarily due to third-party training and flight operations services utilizing our aircraft for the nine months ended September 30, 2024 that did not occur in the prior year period.

Revenues by type for the three months ended September 30, 2024 and 2023 were as follows:

Fire suppression revenue increased by $1.9 million, or 49%, to $5.8 million for the three months ended March 31, 2025, from $3.9 million for the three months ended March 31, 2024.

The increase was primarily driven by increased flight hours for our Super Scoopers due to an earlier start to the 2025 wildfire season for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Aerial surveillance increased by $1.1 million, or 193%, to $1.7 million for the three months ended March 31, 2025, from $0.6 million for the three months ended March 31, 2024.

The increase was primarily driven by increased flight hours for our Pilatus aircraft for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Other services revenue decreased by $0.4 million, or 57%, to $0.3 million for the three months ended March 31, 2025, from $0.6 million for the three months ended March 31, 2024.

The decrease was primarily due to a decrease in third-party training and flight operations services utilizing our aircraft for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Revenues by geographic area for the three months ended March 31, 2025 and 2024 were as follows:

$s in thousands Three Months Ended

September 30, 2024 Three Months Ended

September 30, 2023 Period Over Period Change ($) Period Over Period Change (%)

Flight revenue $ 33,958 $ 28,323 $ 5,635 20%

Standby revenue 25,746 25,006 740 3%

Other revenue 4,803 290 4,513 1,556%

Total revenues $ 64,507 $ 53,619 $ 10,888 20%

Flight revenue increased by $5.6 million, or 20%, to $34.0 million for the three months ended September 30, 2024, from $28.3 million for the three months ended September 30, 2023.

The increase in flight revenue was primarily driven by increased flight hours for our Super Scoopers for the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

In 2023, the Company actively expanded our aerial firefighting operations in Canada.

The Company has had no aerial firefighting operations in Canada in 2024.

Standby revenue increased by $0.7 million, or 3% to $25.7 million for the three months ended September 30, 2024, from $25.0 million for the three months ended September 30, 2023.

Other revenue increased by $4.5 million, or 1,556%, to $4.8 million for the three months ended September 30, 2024, from $0.3 million for the three months ended September 30, 2023.

The increase was primarily due to the maintenance and repair work performed by FMS and the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement.

Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.

Cost of Revenues

Total cost of revenues increased by $7.0 million, or 44%, to $23.0 million for the three months ended September 30, 2024, from $16.0 million for the three months ended September 30, 2023.

Flight Operations

Flight operations expenses increased by $4.9 million, or 48%, to $15.1 million for the three months ended September 30, 2024, from $10.2 million for the three months ended September 30, 2023.

The increase was primarily attributable to an increase in depreciation expense of $4.3 million, an increase in training costs of $0.3 million, and an increase of employee labor expenses of $0.3 million, in each case for the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

Maintenance expenses increased by $2.2 million, or 38%, to $7.9 million for the three months ended September 30, 2024, from $5.7 million for the three months ended September 30, 2023.

The increase was primarily driven by an increase in aircraft maintenance and modification expense of $1.4 million, an increase in depreciation expense of $0.5 million, an increase in subscriptions, licenses, and fees of $0.1 million, and an increase in training expenses of $0.1 million, in each case for the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

Selling, General and Administrative Expense

Selling, general and administrative expense decreased by $6.4 million, or 43%, to $8.6 million for the three months ended September 30, 2024, from $15.1 million for the three months ended September 30, 2023.

The decrease was primarily attributable to a decrease in the market value of the Warrants of $4.3 million.

The decrease was partially attributable to the decrease in stock-based compensation of $3.0 million associated with RSUs issued to senior management and employees of Bridger.

Other income decreased by $0.1 million, or 16%, to $0.5 million for the three months ended September 30, 2024, from $0.6 million for the three months ended September 30, 2023.

The decrease was primarily driven by realized gains on available-for-sale securities of $0.1 million.

Refer to “ Note 4 – Cash Equivalents and Investment in Marketable Securities ” of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.

Income Tax Benefit

Income tax benefit decreased by $0.3 million to zero for the three months ended September 30, 2024, from $0.3 million for the nine months ended September 30, 2023.

The decrease was driven by a discrete benefit generated from the Ignis Acquisition for the three months ended September 30, 2023.

Comparison of the Nine Months Ended September 30, 2024 to the Nine Months Ended September 30, 2023

The following table sets forth our unaudited condensed consolidated statements of operations information for the nine months ended September 30, 2024 and 2023 and should be reviewed in conjunction with the financial statements and notes included elsewhere in this Quarterly Report.

$s in thousands Nine Months Ended

September 30, 2024 Nine Months Ended

September 30, 2023 Period Over Period Change ($) Period Over Period Change (%)

Revenues $ 83,028 $ 65,600 $ 17,428 27%

Cost of revenues:

Flight operations 25,237 20,280 4,957 24%

Maintenance 16,837 13,450 3,387 25%

Total cost of revenues 42,074 33,730 8,344 25%

Gross income 40,954 31,870 9,084 29%

Selling, general and administrative expense 28,153 63,480 (35,327) (56%)

Operating income (loss) 12,801 (31,610) 44,411 (140%)

Interest expense (17,766) (17,176) (590) 3%

Other income 1,773 2,253 (480) (21%)

Loss before income taxes (3,192) (46,533) 43,341 (93)%

Income tax benefit 470 314 156 50%

Net loss $ (2,722) $ (46,219) $ 43,497 (94%)

Revenues increased by $17.4 million, or 27%, to $83.0 million for the nine months ended September 30, 2024, from $65.6 million for the nine months ended September 30, 2023.

Revenues by service offering for the nine months ended September 30, 2024 and 2023 were as follows:

$s in thousands Nine Months Ended

September 30, 2024 Nine Months Ended

September 30, 2023 Period Over Period Change ($) Period Over Period Change (%)

Fire suppression $ 61,570 $ 56,603 $ 4,967 9%

Aerial surveillance 11,959 8,479 3,480 41%

Maintenance repair 5,591 — 5,591 n/a

Other services 3,908 518 3,390 654%

Total revenues $ 83,028 $ 65,600 $ 17,428 27%

Fire suppression revenue increased by $5.0 million, or 9%, to $61.6 million for the nine months ended September 30, 2024, from $56.6 million for the nine months ended September 30, 2023.

The increase was primarily due to an earlier start to the 2024 wildfire season in March and April of 2024 and increased flight hours for our Super Scoopers, compared to the nine months ended September 30, 2023.

Aerial surveillance revenue increased by $3.5 million, or 41%, to $12.0 million for the nine months ended September 30, 2024, from $8.5 million for the nine months ended September 30, 2023.

The increase was primarily due to the higher rate of the Pilatus aircraft operating for the nine months ended September 30, 2024 compared to the Twin Commander aircraft operating for the nine months ended September 30, 2023.

The increase was partially due to an earlier start to the 2024 wildfire season in March and April of 2024, compared to the nine months ended September 30, 2023, which led to more aircraft operating for the nine months ended September 30, 2024.

Maintenance repair was $5.6 million for the nine months ended September 30, 2024, compared to none for the nine months ended September 30, 2023.

Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.

Other services revenue increased by $3.4 million, or 654%, to $3.9 million for the nine months ended September 30, 2024, from $0.5 million for the nine months ended September 30, 2023.

The increase was primarily due to third-party training and flight operations services utilizing our aircraft for the nine months ended September 30, 2024 that did not occur in the prior year period.

Revenues by type for the nine months ended September 30, 2024 and 2023 were as follows:

$s in thousands Nine Months Ended

September 30, 2024 Nine Months Ended

September 30, 2023 Period Over Period Change ($) Period Over Period Change (%)

Flight revenue $ 39,354 $ 34,117 $ 5,237 15%

Standby revenue 35,725 30,142 5,583 19%

Other revenue 7,949 1,341 6,608 493%

March 31, 2025 Three Months Ended

March 31, 2024 Period Over Period Change ($) Period Over Period Change (%)

United States $ 9,737 $ 4,479 $ 5,258 117%

Spain 5,909 1,028 4,881 475%

Total revenues $ 15,646 $ 5,507 $ 10,139 184%

Flight revenue increased by $5.2 million, or 15%, to $39.4 million for the nine months ended September 30, 2024, from $34.1 million for the nine months ended September 30, 2023.

The increase in flight revenue was primarily driven by increased flight hours for our Super Scoopers in the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

In 2023, the Company actively expanded our aerial firefighting operations in Canada.

The Company has had no aerial firefighting operations in Canada in 2024.

Standby revenue increased by $5.6 million, or 19%, to $35.7 million for the nine months ended September 30, 2024, from 30.1 million for the nine months ended September 30, 2023.

The increase was also attributable to the early deployment of two Super Scoopers in March and April of 2024.

Other revenue increased by $6.6 million, or 493%, to $7.9 million for the nine months ended September 30, 2024, from $1.3 million for the nine months ended September 30, 2023.

The increase was primarily due to the new revenues from maintenance and repair work performed by FMS and the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement.

United States revenue increased by $5.3 million, or 117%, to $9.7 million for the three months ended March 31, 2025, from $4.5 million for the three months ended March 31, 2024.

The increase for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, was primarily driven by increased flight hours due to an earlier start to the 2025 wildfire season and maintenance and repair work performed by FMS, which was acquired in June 2024.

Spain revenue increased by $4.9 million, or 475% to $5.9 million for the three months ended March 31, 2025, from $1.0 million for the three months ended March 31, 2024.

The increase is due to the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement.

Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.

Cost of Revenues

Total cost of revenues increased by $8.3 million, or 25%, to $42.1 million for the nine months ended September 30, 2024, from $33.7 million for the nine months ended September 30, 2023.

Total cost of revenues increased by $8.0 million, or 87%, to $17.2 million for the three months ended March 31, 2025, from $9.2 million for the three months ended March 31, 2024.

Flight Operations

Flight operations expenses increased by $5.0 million, or 24%, to $25.2 million for the nine months ended September 30, 2024, from $20.3 million for the nine months ended September 30, 2023.

The increase was primarily attributable to an increase in depreciation expense of $2.5 million, an increase in aircraft lease expense of approximately $0.8 million due to two Pilatus operating leases commencing in July 2023 and a Twin Otter operating lease commencing in April 2023, an increase in training costs of $0.6 million, and an increase of employee labor expenses of $0.6 million, in each case for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Maintenance expenses increased by $3.4 million, or 25%, to $16.8 million for the nine months ended September 30, 2024, from $13.5 million for the nine months ended September 30, 2023.

The increase was primarily driven by an increase in aircraft maintenance and modification expense of $1.3 million, an increase depreciation expense of $1.0 million, an increase in salaries and wages of $0.8 million, and an increase subscriptions, licenses, and fees of $0.3 million, in each case for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Flight operations expenses increased by $1.2 million, or 25%, to $6.3 million for the three months ended March 31, 2025, from $5.0 million for the three months ended March 31, 2024.

The increase was primarily attributable to an increase in salaries and wages expense of $0.8 million, an increase of contractor labor expenses of $0.2 million, an increase in depreciation expense of $0.1 million, and an increase in aircraft lease expense of $0.1 million, in each case for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Maintenance expenses increased by $6.8 million, or 161%, to $11.0 million for the three months ended March 31, 2025, from $4.2 million for the three months ended March 31, 2024.

The increase was primarily driven by an increase in aircraft maintenance and modification expense of $5.4 million, an increase in salaries and wages expense of $1.1 million and an increase in depreciation expense of $0.3 million, in each case for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Selling, General and Administrative Expense

Selling, general and administrative expense decreased by $35.3 million, or 56%, to $28.2 million for the nine months ended September 30, 2024, from $63.5 million for the nine months ended September 30, 2023.

The decrease was primarily attributable to the decrease in stock-based compensation of $25.9 million primarily associated with the immediate vesting of RSUs issued to executives and senior management of Bridger in connection with the Reverse Recapitalization in January 2023.

The remaining decrease is partially attributable to a decrease in the market value of the Warrants of $6.0 million and a decrease in professional service fees of $2.2 million due to higher costs associated with becoming a public company in the first nine months of 2023.

Selling, general and administrative expense decreased by $3.0 million, or 26%, to $8.6 million for the three months ended March 31, 2025, from $11.6 million for the three months ended March 31, 2024.

The decrease was primarily attributable to a decrease in stock-based compensation of $3.7 million associated with restricted stock units (“RSUs”) issued to senior management and employees of Bridger, partially offset by an increase in the market value of the Public Warrants and Private Placement Warrants (collectively, the “Warrants”) of $0.6 million and an increase in amortization expense of $0.2 million.

Interest Expense

Interest expense increased by $0.6 million, or 3%, to $17.8 million for the nine months ended September 30, 2024, from $17.2 million for the nine months ended September 30, 2023.

The increase was primarily driven by lower capitalized interest associated with the financing of the construction of fixed assets for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Other income decreased by $0.5 million, or 21%, to $1.8 million for the nine months ended September 30, 2024, from Other income of $2.3 million for the nine months ended September 30, 2023.

The decrease was primarily attributable to interest income for the embedded derivative of Legacy Bridger Series C Preferred Shares of $1.2 million.

Refer to “ Note 17 – Mezzanine Equity ” of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.

The decrease was offset primarily by an increase in interest income of $0.6 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Income Tax Benefit

Income tax benefit increased by $0.2 million, or 50%, to $0.5 million for the nine months ended September 30, 2024, from $0.3 million for the nine months ended September 30, 2023.

The increase was attributable to a discrete benefit generated from the FMS Acquisition during 2024.

Interest expense decreased by $0.2 million, or 3%, to $5.7 million for the three months ended March 31, 2025, from $5.9 million for the three months ended March 31, 2024.

The decrease was driven by lower interest rates for the Live Oak Bank Loans.

Refer to “ Note 15 – Long-Term Debt ” of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.

Other income decreased by $0.6 million, or 48%, to $0.6 million for the three months ended March 31, 2025, from $1.2 million for the three months ended March 31, 2024.

The decrease was primarily driven by a fair value adjustment of embedded derivative of Series A Preferred Stock of $0.9 million for three months ended March 31, 2024.

The decrease was partially offset by currency gain of $0.2 million and dividend income on cash equivalents of $0.1 million, in each case for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Income Tax Expense

Income tax expense increased by $0.2 million to $0.3 million for the three months ended March 31, 2025, from $14,000 for the three months ended March 31, 2024.

The increase was driven by franchise tax expense for the three months ended March 31, 2025.

NON-GAAP FINANCIAL MEASURES

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Adjusted EBITDA is a non-GAAP profitability measure that represents EBITDA before certain items that are considered to hinder comparison of the performance of our businesses on a period-over-period basis or with other businesses.

During the periods presented, we exclude from Adjusted EBITDA certain costs that are required to be expensed in accordance with GAAP, including non-cash stock-based compensation, business development and integration expenses, offering costs, gains and losses on disposal of fixed assets, non-cash adjustments to the fair value of earnout consideration, and non-cash adjustments to the fair value of Warrants issued in connection with the Reverse Recapitalization.

During the periods presented, we exclude from Adjusted EBITDA certain costs that are required to be expensed in accordance with GAAP, including non-cash stock-based compensation, business development and integration expenses, offering costs, non-cash adjustments to the fair value of earnout consideration, and non-cash adjustments to the fair value of Warrants issued in connection with the Reverse Recapitalization.

Our management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future.

The reconciliation of Net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the three months ended September 30, 2024 and 2023 is as follows:

The reconciliation of Net loss, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the three months ended March 31, 2025 and 2024 is as follows:

$s in thousands Three Months Ended

September 30, 2024 Three Months Ended

September 30, 2023 Period Over Period Change ($) Period Over Period Change (%)

Net income $ 27,346 $ 17,488 $ 9,858 56%

Income tax benefit — (314) 314 (100%)

Depreciation and amortization 11,471 5,248 6,223 119%

Interest expense 5,989 5,970 19 —%

EBITDA 44,806 28,392 16,414 58%

Stock-based compensation 1

3,369 6,605 (3,236) (49)%

Business development & integration expenses 2

287 680 (393) (58)%

Change in fair value of earnout consideration 3

272 — 272 n/a

Change in fair value of Warrants 4

(1,865) 2,399 (4,264) (178%)

Offering costs 5

105 662 (557) (84%)

Adjusted EBITDA $ 46,974 $ 38,738 $ 8,236 21%

Net income margin 6

Adjusted EBITDA margin 6

1 Represents non-cash stock-based compensation expense associated with employee and non-employee equity awards.

2 Represents expenses related to integration costs for completed acquisitions and expenses related to potential acquisition targets and additional business lines.

3 Represents non-cash fair value adjustment for earnout consideration issued in connection with the acquisitions of Ignis Technologies, Inc.

and Flight Test & Mechanical Solutions, Inc.

4 Represents the non-cash fair value adjustment for Warrants issued in connection with the Reverse Recapitalization.

5 Represents one-time costs for professional service fees related to the preparation for potential offerings that have been expensed during the period.

6 Net income margin calculated as Net income divided by Total revenue and Adjusted EBITDA margin calculated as Adjusted EBITDA divided by Total revenue.

The reconciliation of Net loss, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the nine months ended September 30, 2024 and 2023 is as follows:

$s in thousands Nine Months Ended

September 30, 2024 Nine Months Ended

September 30, 2023 Period Over Period Change ($) Period Over Period Change (%)

March 31, 2025 Three Months Ended

March 31, 2024 Period Over Period Change ($) Period Over Period Change (%)

Net loss $ (15,538) $ (20,087) $ 4,549 (23%)

Income tax benefit (470) (314) (156) 50%

Income tax expense 251 14 237 1,693%

Depreciation and amortization 1,980 1,290 690 53%

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Change in fair value of earnout consideration 3

479 — 479 n/a

(152) 15 (167) (1,113%)

Change in fair value of Warrants 4

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Offering costs 5

(44) 3,930 (3,974) (101%)

Loss on disposal 6

— 1,052 (1,052) (100)%

158 — 158 n/a

Adjusted EBITDA $ (5,077) $ (6,928) $ 1,851 (27%)

Net loss margin 6

(99 %) (365 %)

Adjusted EBITDA margin 6

(32 %) (126 %)

1 Represents non-cash stock-based compensation expense associated with employee and non-employee equity awards.

2 Represents expenses related to integration costs for completed acquisitions and expenses related to potential acquisition targets and additional business lines.

3 Represents non-cash fair value adjustment for earnout consideration issued in connection with the acquisition of Ignis Technologies, Inc.

3 Represents non-cash fair value adjustment for earnout consideration issued in connection with the acquisitions of Ignis Technologies, Inc.

and Flight Test & Mechanical Solutions, Inc.

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5 Represents one-time costs for professional service fees related to the preparation for potential offerings that have been expensed during the period.

6 Represents loss on the disposal of an aging aircraft and the non-cash impairment charges on a retired aircraft.

6 Net loss margin calculated as Net loss divided by Total revenue and Adjusted EBITDA margin calculated as Adjusted EBITDA divided by Total revenue.

LIQUIDITY AND CAPITAL RESOURCES

Going Concern

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

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

For the nine months ended September 30, 2024, the Company had an operating income of $12.8 million, net loss of $2.7 million and cash flow provided by operating activities of $0.2 million.

In addition, as of September 30, 2024, the Company had unrestricted cash and investments of $33.3 million.

As disclosed in detail under the section entitled “Liquidity and Capital Resources—Indebtedness” below, the Company is not in compliance, and it is possible it will not be in compliance, with certain financial covenants associated with the Series 2022 Bonds during the next 12 months.

Beginning in November 2023, management has implemented steps to help improve the Company’s near-term cash position through a combination of cost reduction measures and the raising of funds through a number of potential avenues, including additional sales of our Common Stock through our at-the-market offering and registered direct equity offering.

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

As of November 8, 2024, $5,869,526 is available for potential future sales under the 2024 ATM Agreement, which may be utilized for future financings under our effective shelf registration statement.

The amount registered for potential future sales under the 2024 ATM Agreement was reduced to $5,869,526 on April 15, 2024 in accordance with General Instruction I.B.6 of Form S-3 in connection with the Company’s Registered Direct Offering of 2,183,366 shares of Common Stock described in “Note 18 – Stockholders’ Deficit” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report.

Current and possible future noncompliance with financial covenants and uncertainty regarding the Company’s ability to diligently prosecute the cost reduction plan and to raise additional cash funding raise substantial doubt about the Company’s ability to continue as a going concern within 12 months following the issuance date of the condensed consolidated financial statements as of and for the period ended September 30, 2024.

Cash and Marketable Securities

As of September 30, 2024, our principal sources of liquidity were cash and cash equivalents of $33.3 million which were held for working capital purposes and restricted cash of $9.3 million.

As of March 31, 2025, our principal sources of liquidity were cash and cash equivalents of $22.3 million which were held for working capital purposes and restricted cash of $9.2 million.

Restricted cash consists primarily of cash reserved for debt servicing on the Series 2022 Bonds.

From time to time, the Company invests its excess cash in highly rated available-for-sale securities, with the primary objective of minimizing the potential risk of principal loss.

As of September 30, 2024, the Company had zero of investments in debt securities classified as available-for-sale.

We may receive up to $306.5 million from the exercise of the 9,400,000 private placement warrants and 17,249,874 public warrants of the Company outstanding (collectively, the “Warrants”), assuming the exercise in full of all the Warrants for cash, but not from the sale of the shares of Common Stock issuable upon such exercise.

On September 30, 2024, the closing price of our Common Stock was $2.22 per share.

We may receive up to $306.5 million from the exercise of the 9,400,000 private placement warrants and 17,249,874 public warrants of the Company outstanding, assuming the exercise in full of all the Warrants for cash, but not from the sale of the shares of Common Stock issuable upon such exercise.

On March 31, 2025, the closing price of our Common Stock was $1.13 per share.

For so long as the market price of our Common Stock is below the exercise price of our Warrants ($11.50 per share), our Warrants remain “out-of-the money,” and holders of our Warrants are unlikely to cash exercise their Warrants, resulting in little or no cash proceeds to us.

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We may in the future seek to raise additional funds through various potential sources, such as equity and debt financing for general corporate purposes or for specific purposes, including in order to pursue growth initiatives.

Based on our unrestricted cash and cash equivalents balance as of September 30, 2024, and our projected cash use, we would anticipate the need to raise additional funds through equity or debt financing (or the issuance of stock as acquisition consideration) to pursue any significant acquisition opportunity, at the time of such acquisition opportunity.

Based on our unrestricted cash and cash equivalents balance as of March 31, 2025, and our projected cash use, we would anticipate the need to raise additional funds through equity or debt financing (or the issuance of stock as acquisition consideration) to pursue any significant acquisition opportunity, at the time of such acquisition opportunity.

Our ability to generate proceeds from equity financings will significantly depend on the market price of our Common Stock.

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 the Company’s wholly-owned subsidiary, Bridger Aerospace Europe, S.L.U.

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

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

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

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

Our management team estimates that the cost to renovate and upgrade these Spanish Scoopers will be approximately $8 million to $12 million per aircraft.

Assuming timely completion of such renovations and upgrades, we expect these modified Spanish Scoopers to generate revenue and Adjusted EBITDA in-line with Bridger’s current fleet of Super Scoopers once contracting mechanics are negotiated with various foreign governments during their respective return-to-service timeframes.

However, there can be no assurance that this acquisition will be completed upon the timeline discussed above or at all, nor that the Company will be able to successfully contract with various foreign governments to generate revenue.

As of September 30, 2024, we held $21.7 million of current liabilities, $13.6 million of which was accrued expenses and other current liabilities.

As of September 30, 2024, we held $216.2 million of long-term liabilities with $203.0 million of total long-term debt, net of debt issuance costs, which are comprised of the Series 2022 Bonds, two separate credit facilities brokered through Live Oak Bank, two separate credit facilities with Rocky Mountain Bank, now known as Citywide Banks and various short term vehicle loans through First Interstate Bank.

Series 2022 Bonds

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Bank Trust Company, National Association, Salt Lake City, Utah.

Mandatory and Extraordinary Redemptions —Subject to the terms of the Indenture, the Series 2022 Bonds must be redeemed, including, among other things, (i) from all the proceeds of the sale of any Super Scooper, (ii) in an amount equal to (a) 50% of our operating revenues less the portion used to pay or establish reserves for all our expenses, debt payments, capital improvements, replacements, and contingencies (“Excess Cash Flow”) or (b) 100% of Excess Cash Flow, in each case, in the event we fall below certain debt service coverage ratio requirements set forth in the Indenture, and (iii) upon a change of control (each a “Mandatory Redemption”).

Mandatory and Extraordinary Redemptions —Subject to the terms of the Indenture, the Series 2022 Bonds must be redeemed, including, among other things, (i) from all the proceeds of the sale of any Super Scooper, (ii) in an amount equal to (a) 50% of our operating revenues less the portion used to pay or establish reserves for all our expenses, debt payments, capital improvements, replacements, and contingencies (“Excess Cash Flow”) or (b) 100% of Excess Cash Flow, in each case, in the event we fall below certain debt service coverage ratio (“DSCR”) requirements set forth in the Indenture, and (iii) upon a change of control (each a “Mandatory Redemption”).

For each Mandatory Redemption, the Series 2022 Bonds will be redeemed in whole or in part, at a redemption price equal to 100% of the principal amount of each Series 2022 Bond redeemed plus any premium that would be applicable to an optional redemption of the Series 2022 Bonds on such date (and if such redemption occurs prior to September 1, 2025, the applicable premium shall be three percent (3%)) and accrued interest.

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Financial Covenants — In connection with the Series 2022 Bonds, we are a party to certain loan agreements that contain customary representation and warranties, negative covenants, including, limitations on indebtedness, reduction of liquidity below certain levels, and asset sales, merger and other transactions, and remedies on and events of default.

Under the terms of such loan agreements, we are subject to certain financial covenants, that require, among other things, that we operate in a manner and to the extent permitted by applicable law, to produce sufficient gross revenues so as to be at all relevant times in compliance with the terms of such covenants, including that we maintain (i) beginning with the fiscal quarter ended December 31, 2023, a minimum debt service coverage ratio (generally calculated as the aggregate amount of our total gross revenues, minus operating expenses, plus interest, depreciation and amortization expense, for any period, over our maximum annual debt service requirements, as determined under such loan agreement) that exceeds 1.25x and (ii) beginning with the fiscal quarter ended September 30, 2022, a minimum liquidity of not less than $8 million in the form of unrestricted cash and cash equivalents, plus liquid investments and unrestricted marketable securities at all times.

Under the terms of such loan agreements, we are subject to certain financial covenants, that require, among other things, that we operate in a manner and to the extent permitted by applicable law, to produce sufficient gross revenues so as to be at all relevant times in compliance with the terms of such covenants, including that we maintain (i) beginning with the fiscal quarter ended December 31, 2023, a minimum DSCR (generally calculated as the aggregate amount of our total gross revenues, minus operating expenses, plus interest, depreciation and amortization expense, for any period, over our maximum annual debt service requirements, as determined under such loan agreement) that exceeds 1.25x and (ii) beginning with the fiscal quarter ended September 30, 2022, a minimum liquidity of not less than $8 million in the form of unrestricted cash and cash equivalents, plus liquid investments and unrestricted marketable securities at all times.

Subject to the terms of the loan agreements, in the event we are unable to comply with the terms of the financial covenants, we may be required (among other potential remedial actions) to engage an independent consultant to review, analyze and make recommendations with respect to our operations or in some instances, this could result in an event of default and/or the acceleration of our debt obligations under the loan agreements.

In addition, the acceleration of our debt obligations may in some instances (as set forth in our Amended and Restated Charter) result in an increase in the dividend rate of the Series A Preferred Stock by 2.00% per annum from the dividend rate otherwise in effect at such time.

The Company is not in compliance with the DSCR covenant as of September 30, 2024 and management anticipates the Company may not be in compliance with the DSCR covenant at future quarterly measurement periods in the next 12 months, primarily attributable to the seasonal nature of our business and the unknown intensity of the 2025 wildfire season.

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

It is possible that the Company may not be in compliance with the minimum liquidity requirement at future quarterly measurement periods in the next 12 months depending on the cash generated from its seasonal firefighting operations in 2025.

The Company is in compliance with the DSCR covenant as of March 31, 2025 and management anticipates the Company will remain in compliance with the DSCR covenant at future quarterly measurement periods in the next 12 months.

The Company is in compliance with the $8.0 million minimum liquidity requirement as of March 31, 2025.

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

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

While management has made significant progress, this plan is in process and there is no assurance that management will be able to diligently prosecute the remediation plan to completion.

The uncertainty regarding the company’s ability to diligently prosecute the remediation plan to completion and the potential impact on the bonds maturity as a result of possible future debt covenant violations at subsequent compliance dates or failure to make required interest payments, could result in the Series 2022 Bonds becoming immediately due and payable, which raises substantial doubt about our ability to continue as a going concern.

Live Oak Bank Loans

Our loans with Live Oak Bank are subject to financial covenants requiring the Company to maintain a debt service coverage ratio, 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 1.25x at the aircraft or entity level and for the Company’s debt to worth ratio to not exceed 5.00x at the aircraft or entity level.

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

The Company is in compliance with such financial covenants as of March 31, 2025.

Citywide Banks Loans

Through certain of our subsidiaries, we entered into two credit facilities with Citywide Banks (formerly known as Rocky Mountain Bank) to finance in part (i) the construction of airplane hangars on September 30, 2019 and (ii) the purchase of four Quest Kodiak aircraft on February 3, 2020.

In connection with such credit facilities, we also entered into various term loan and other long-term debt agreements which contain certain financial covenants, including, that we maintain (i) a debt service coverage ratio that exceeds 1.25x (generally calculated as the ratio of the net operating income over the debt service payments made or as the ratio of adjusted EBITDA over the aggregate amount of interest and principal payments, in each case, as determined in the applicable agreement) and (ii) certain senior leverage ratios that do not exceed 7.00x through the third quarter of 2024, 6.00x through the third quarter of 2025, or 5.00x thereafter (generally calculated as the ratio of the senior funded debt over EBITDA, as determined in the applicable agreement).

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

In connection with such credit facilities, we also entered into various term loan and other long-term debt agreements which contain certain financial covenants, including, that we maintain (i) a debt service coverage ratio that exceeds 1.25x (generally calculated as the ratio of the net operating income over the debt service payments made or as the ratio of adjusted EBITDA over the aggregate amount of interest and principal payments, in each case, as determined in the applicable agreement) and (ii) certain senior leverage ratios that do not exceed 6.00x through the third quarter of 2025, or 5.00x thereafter (generally calculated as the ratio of the senior funded debt over EBITDA, as determined in the applicable agreement).

The Company is in compliance with such financial covenants as of March 31, 2025.

Mezzanine and Permanent Equity

Preferred Shares

On April 25, 2022, we 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.

Legacy Bridger Series C Preferred Shares rank senior to our Common Stock and ranked subordinate to Legacy Bridger Series A Preferred Shares with respect to the distribution of assets upon liquidation or certain triggering events.

Upon the Closing, Legacy Bridger Series C Preferred Shares were exchanged for shares of Series A Preferred Stock on a one-to-one basis as a portion of the merger consideration issued in connection with the Reverse Recapitalization.

The Series A Preferred Stock is classified as mezzanine equity as it remains probable that they may become redeemable upon the mandatory redemption date of April 25, 2032.

Series A Preferred Stock does not participate in earnings and is non-voting.

For additional information regarding the terms and conditions of the Series A Preferred Stock, see “Note 17 – Mezzanine Equity” for additional details.

Prior to the Closing, 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.

Following the Closing, the Series A Preferred Stock will continue to accrue interest daily at 7% per annum for the first six years, 9% per annum for the seventh year, and 11% per annum thereafter.

Accrued interest for the Series A Preferred Stock was $41.0 million as of September 30, 2024.

As of September 30, 2024, it was probable that the Series A Preferred Stock may become redeemable at the holder’s option on or after March 29, 2027.

The Company’s shares of 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.

The Series A Preferred Stock will continue to accrue interest daily at 7% per annum for the first six years, 9% per annum for the seventh year, and 11% per annum thereafter.

Accrued interest for the Series A Preferred Stock was $6.6 million as of March 31, 2025.

As of March 31, 2025, it was probable that the Series A Preferred Stock may become redeemable at the holder’s option on or after March 29, 2027.

We have elected to recognize changes in redemption value immediately, adjusting the preferred shares to the maximum redemption value at each reporting date.

As of September 30, 2024, Series A Preferred Stock had a carrying value and redemption value of $373.7 million.

As of September 30, 2024 and December 31, 2023, we had 53,992,839 and 44,776,926 shares of Common Stock issued and outstanding, respectively.

As of March 31, 2025, Series A Preferred Stock had a carrying value and redemption value of $386.7 million.

Historical Cash Flows

Our consolidated cash flows from operating, investing and financing activities for the nine months ended September 30, 2024 and 2023 were as follows:

$s in thousands Nine Months Ended

September 30, 2024 Nine Months Ended

September 30, 2023

Net cash provided by (used in) operating activities $ 166 $ (41,491)

Net cash provided by investing activities 80 35,852

Net cash provided by (used in) financing activities 5,407 (5,105)

Our consolidated cash flows from operating, investing and financing activities for the three months ended March 31, 2025 and 2024 were as follows:

$s in thousands Three Months Ended

March 31, 2025 Three Months Ended

March 31, 2024

Net cash used in operating activities $ (17,656) $ (22,762)

Net cash (used in) provided by investing activities (2,643) 2,786

Net cash used in financing activities (1,159) (896)

Effects of exchange rate changes (32) —

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Operating Activities

Net cash provided by (used in) operating activities was $0.2 million for the nine months ended September 30, 2024, compared to Net cash used in operating activities of $41.5 million for the nine months ended September 30, 2023.

Net cash used in operating activities reflects Net loss of $2.7 million for the nine months ended September 30, 2024 compared to Net loss of $46.2 million for the nine months ended September 30, 2023.

Net cash used in operating activities for the nine months ended September 30, 2024 reflects add-backs to Net loss for non-cash charges totaling $24.5 million, primarily attributable to depreciation and amortization expense of $14.8 million, stock-based compensation expense of $13.7 million, and partially offset by the change in fair value of the Warrants of $4.0 million.

Net cash used in operating activities for the nine months ended September 30, 2023 reflects add-backs to Net loss for non-cash charges totaling $52.0 million, primarily attributable to stock-based compensation expense of $38.7 million and partially attributable to depreciation and amortization expense of $10.2 million.

Net cash used in operating activities was $17.7 million for the three months ended March 31, 2025, compared to Net cash used in operating activities of $22.8 million for the three months ended March 31, 2024.

Net cash used in operating activities reflects Net loss of $15.5 million for the three months ended March 31, 2025 compared to Net loss of $20.1 million for the three months ended March 31, 2024.

Net cash used in operating activities for the three months ended March 31, 2025 reflects add-backs to Net loss for non-cash charges totaling $4.2 million, primarily attributable to depreciation and amortization expense of $2.0 million and stock-based compensation expense of $2.0 million, net of changes in working capital.

Net cash used in operating activities for the three months ended March 31, 2024 reflects add-backs to Net loss for non-cash charges totaling $6.5 million, primarily attributable to stock-based compensation expense of $5.9 million and partially attributable to depreciation and amortization expense of $1.3 million, net of changes in working capital.

Investing Activities

Net cash provided by investing activities was $0.1 million for the nine months ended September 30, 2024, compared to Net cash provided by investing activities of $35.9 million for the nine months ended September 30, 2023.

Net cash used in investing activities for the nine months ended September 30, 2024 reflects purchases of property, plant and equipment of $3.1 million, which primarily comprised of purchases aircraft improvements, and expenditures for capitalized software of $1.0 million, partially offset by cash acquired through the FMS Acquisition of $2.6 million and proceeds from maturities of marketable securities of $1.1 million.

Net cash provided by investing activities for the nine months ended September 30, 2023 reflects proceeds from sales and maturities of marketable securities of $53.1 million partially offset by purchases of property, plant and equipment of $18.1 million, which is primarily comprised of aircraft improvements.

Net cash used in investing activities was $2.6 million for the three months ended March 31, 2025, compared to Net cash provided by investing activities of $2.8 million for the three months ended March 31, 2024.

Net cash used in investing activities for the three months ended March 31, 2025 reflects purchases of property, plant and equipment of $3.3 million, expenditures for capitalized software of $0.3 million and partially offset by sales of property, plant and equipment of $0.9 million.

Net cash provided by investing activities for the three months ended March 31, 2024 reflects proceeds from sales and maturities of marketable securities of $1.1 million partially offset by purchases of property, plant and equipment of $1.0 million.

Financing Activities

Net cash provided by financing activities was $5.4 million for the nine months ended September 30, 2024, compared to Net cash used in financing activities of $5.1 million for the nine months ended September 30, 2023.

Net cash provided by financing activities for the nine months ended September 30, 2024 primarily reflects proceeds from issuance of Common Stock in the Registered Direct Offering of $9.2 million, partially offset by repayments on debt of $2.2 million and payment of issuance costs for Common Stock in offerings of $1.0 million.

Net cash used in financing activities for the nine months ended September 30, 2023 primarily reflects costs incurred related to the Closing of $6.8 million and repayments of debt of $1.5 million, partially offset by proceeds from the Closing of $3.2 million.

Net cash used in financing activities was $1.2 million for the three months ended March 31, 2025, compared to Net cash used in financing activities of $0.9 million for the three months ended March 31, 2024.

Net cash used in financing activities for the three months ended March 31, 2025 primarily reflects repayments on debt of $0.8 million and restricted stock units settled in cash of $0.3 million.

Net cash used in financing activities for the three months ended March 31, 2024 primarily reflects repayments of debt of $0.7 million.

Contractual Obligations

Our principal commitments consist of obligations for outstanding leases and debt.

The following table summarizes our contractual obligations as of September 30, 2024:

On March 18, 2025, the Company entered into a sales agreement (“2025 ATM Agreement”) under which we may offer and sell, from time to time, shares of our Common Stock having an aggregate offering price of up to $100.0 million in negotiated transactions that are deemed to be an “at the market offering.” As of May 5, 2025, $100.0 million remains available for potential future sales under the 2025 ATM Agreement, which may be utilized for future financings under our effective shelf registration statement.

Refer to “ Note 18 – Stockholders’ Deficit ” of the Notes to Consolidated Financial Statements included in this Quarterly Report for additional information.

Our principal contractual commitments consist of obligations for outstanding leases and debt.

The following table summarizes our contractual obligations as of March 31, 2025:

Payments Due by Period

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

As of September 30, 2024 and December 31, 2023, we did not have any other relationships with special purpose or variable interest entities which have been established for the purpose of facilitating off-balance sheet arrangement, which have not been consolidated in the consolidated financial statements of the Company.

As of March 31, 2025 and December 31, 2024, we did not have any other relationships with special purpose or variable interest entities which have been established for the purpose of facilitating off-balance sheet arrangement, which have not been consolidated in the consolidated financial statements of the Company.

Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information.

Other Liquidity Matters

We believe that our cash on hand and cash expected to be generated from operating activities, will be sufficient to fund our anticipated working capital and other cash needs for at least the next 12 months.

As discussed below and in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K, our quarterly and annual operating results have fluctuated in the past and may vary in the future due to a variety of factors, many of which are external to our control.

If the conditions in our industry deteriorate (such as due to the seasonality of our business), or if we are unable to sufficiently increase our revenues or further reduce our expenses, we may experience a significant negative impact to our financial results and cash flows from operations.

In such a situation, we could fall out of compliance with our financial covenants, which, if not waived, could limit our liquidity and capital resources.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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Revenue Recognition

Revenues are recognized when control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services.

We charge daily and hourly rates depending upon the type of firefighting services rendered and under which contract the services are performed.

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

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

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

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

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

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

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

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

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

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

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

No variable considerations are constrained within the contracts.

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

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

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

Other revenue consists of leasing revenues for facilities as well as external 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 that we have promised in our customer agreements.

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.

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

Under the cost-to-cost measure of progress, progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation.

Revenues are recorded proportionally as costs are incurred.

Payment terms vary by customer and type of revenue contract.

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

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

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.

As permitted under the practical expedient available under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , we do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount which we have the right to invoice for services performed.

Sales taxes and value added taxes in foreign jurisdictions that are collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from Revenues.

Contracts with our customers generally include a termination for convenience clause.

The majority of our contracts are started and completed within the same year.

We recognize revenue under Accounting Standards Codification 606, “Revenue from Contracts with Customers” (“ASC 606”), which utilizes a five-step model.

The definition of a contract for us is typically defined as a customer purchase order as this is when we achieve an enforceable right to payment.

The deliverables within a customer purchase order are analyzed to determine the number of performance obligations.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under ASC 606.

A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, control is transferred and the performance obligation is satisfied.

The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services are highly interrelated or meet the series guidance.

For contracts with multiple performance obligations, we allocate the contract transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract.

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

For Aerial firefighting contracts, the Company primarily performs the following activities as part of a stand-ready obligation:

(i) providing our aircraft, pilot, and field maintenance personnel necessary to operate the aircraft and (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.

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

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

For maintenance repair contracts, we manufacture products to customer specifications and the product cannot be easily modified to satisfy another customer’s order or we perform return-to-service work on customer aircraft.

As such, these products are deemed to have no alternative use once the manufacturing process begins.

In the event the customer invokes a termination for convenience clause, we would be entitled to costs incurred to date plus a reasonable profit.

Contract costs typically include labor, materials, overhead, and when applicable, subcontractor costs.

For most of our products, we are building assets with no alternative use and have enforceable right to payment, and thus, we recognize revenue using the over-time method.

For return-to-service contracts, the customer maintains control of the asset as we perform the services.

The majority of our performance obligations are satisfied over time as work progresses.

Typically, revenue is recognized over time using an input measure (i.e., costs incurred to date relative to total estimated costs at completion, also known as cost-to-cost plus reasonable profit) to determine progress.

Contract estimates are based on various assumptions to project the outcome of future events that can span multiple months or years.

These assumptions include labor productivity and availability;

the complexity of the work to be performed;

the cost and availability of materials;

and the performance of subcontractors.

As a significant change in one or more of these estimates could affect the progress completed (and related profitability) on our MRO contracts, we review and update our contract-related estimates on a regular basis.

We recognize such adjustments under the cumulative catch-up method.

Under this method, the impact of the adjustment is recognized in the period the adjustment is identified.

Revenue and profit in future periods of contract performance is recognized using the adjusted estimate.

The impact of adjustments in contract estimates on our operating earnings can be reflected in either operating costs and expenses or revenue.

Business Combinations

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The Omnibus Plan provides, among other things, the ability for the Company to grant options, stock appreciation rights, restricted stock, RSUs, performance awards and other stock-based and cash-based awards to employees, consultants and non-employee directors.

The Omnibus Plan expires on January 23, 2033 and authorizes 15,099,137 shares of Common Stock for grant life of the Omnibus Plan.

As of September 30, 2024, 8,358,442 shares of Common Stock remain available under the Omnibus Plan.

As of September 30, 2024, the Company has granted participants RSUs and bonuses paid in Common Stock under the Omnibus Plan.

The Omnibus Plan expires on January 23, 2033 and authorizes 17,078,863 shares of Common Stock for grant during the life of the Omnibus Plan.

As of March 31, 2025, 9,289,249 shares of Common Stock remain available under the Omnibus Plan.

As of March 31, 2025, the Company has granted participants RSUs under the Omnibus Plan.

The fair value of RSUs is determined based on the quoted market price of the Common Stock on the date of grant.

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Goodwill represents the excess of purchase price over fair value of the net assets acquired in an acquisition.

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

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

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

The Company assesses goodwill for impairment as of October 1 annually or more frequently upon an indicator of impairment.

When we elect to perform a qualitative assessment and conclude it is more likely that the fair value of the reporting unit is greater than its carrying value, no further assessment of that reporting unit’s goodwill is necessary.

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Conditions that would trigger an impairment assessment include, but are not limited to, a significant adverse change in legal factors or the business climate that could affect the value of an asset or an adverse reaction.

As of the October 1, 2023 annual goodwill impairment test, the Company’s qualitative analysis indicated the fair value of the Company’s reporting unit exceeded its carrying value.

No goodwill impairment charges were recorded for the three and nine months ended September 30, 2024 or 2023.

As of the October 1, 2024 annual goodwill impairment test, the Company’s qualitative analysis indicated the fair value of the Company’s reporting units exceeded carrying value.

No goodwill impairment charges were recorded for the three months ended March 31, 2025 or 2024.

Long-Lived Assets

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Cost Method Investments

We hold 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, totaling $5.0 million as of September 30, 2024 and December 31, 2023.

Variable Interest Entities

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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.

For the three and nine months ended September 30, 2024 and 2023, Northern Fire Management Services, LLC, a VIE of which the Company was identified as the primary beneficiary, is consolidated into our financial statements.

For the three months ended March 31, 2025 and 2024, Northern Fire Management Services, LLC, a VIE of which the Company was identified as the primary beneficiary, is consolidated into our financial statements.

Refer to “ Note 2 – Summary of Significant Accounting Policies ” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information.

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The extended transition period exemptions afforded by our emerging growth company status may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of this exemption because of the potential differences in accounting standards used.

Refer to “ Note 2 – Summary of Significant Accounting Policies ” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the three and nine months ended September 30, 2024 and the year ended December 31, 2023.

Refer to “ Note 2 – Summary of Significant Accounting Policies ” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the three months ended March 31, 2025 and the year ended December 31, 2024.

We will remain an “emerging growth company” under the JOBS Act until the earliest of (a) December 31, 2028, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the last date of our fiscal year in which we are deemed to be a “large accelerated filer” under the rules of the U.S.

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Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “poised,” “positioned,” “potential,” “seem,” “seek,” “future,” “outlook,” “target,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements include, but are not limited to, (1) anticipated expansion of Bridger’s operations and increased deployment of Bridger’s aircraft fleet, including references to Bridger’s acquisition of and/or right to use the four Spanish Scoopers, including the expected closing timings thereof, the anticipated benefits therefrom, and the ultimate structure of such acquisitions and/or right to use arrangements;

These forward-looking statements include, but are not limited to, (1) the anticipated expansion of Bridger’s operations and increased deployment of Bridger’s aircraft fleet, the anticipated benefits therefrom and the ultimate structure of such acquisitions and/or right to use arrangements;

(2) Bridger’s business and growth plans and future financial performance;

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(5) Bridger’s exploration of, need for, or completion of any future financings;

(6) Bridger’s ability to continue as a going concern, as well as potential sources of liquidity and capital resources;

(7) Bridger’s remediation plan for its material weaknesses in Bridger’s internal control over financial reporting and (8) anticipated investments in additional aircraft, capital resources, and research and development and the effect of these investments.

(6) Bridger’s potential sources of liquidity and capital resources;

(7) Bridger’s remediation plan for its material weaknesses in Bridger’s internal control over financial reporting;

and (8) anticipated investments in additional aircraft, capital resources and research and development and the effect of these investments.

These statements are based on various assumptions and estimates, whether or not identified in this Quarterly Report, and on the current expectations of Bridger’s management and are not predictions of actual performance.

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These forward-looking statements are subject to a number of risks and uncertainties, including:

Bridger’s ability to identify and effectively implement any current or future anticipated cost reductions, including any resulting impacts to Bridger’s business and operations therefrom;

the duration or severity of any domestic or international wildfire seasons;

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and those factors discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” included in Bridger’s Annual Report filed with the U.S.

Securities and Exchange Commission on March 20, 2024, as amended by Amendment No.

1 to Bridger’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023, filed with the U.S.

Securities and Exchange Commission on July 12, 2024, and in this Quarterly Report.

Securities and Exchange Commission on March 14, 2025 and in this Quarterly Report.

If any of these risks materialize or Bridger management's assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

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Accordingly, undue reliance should not be placed upon the forward-looking statements contained in this Quarterly Report.

INTERNAL CONTROL OVER FINANCIAL REPORTING

We have identified material weaknesses in our internal control over financial reporting, which we are in the process of, and are focused on, remediating.

The first material weakness is related to properly accounting for complex transactions within our financial statement closing and reporting process, including the calculation and related presentation and disclosure of diluted earnings per share amounts and merger and acquisition activity.

The second material weakness arises from our failure to design and maintain effective IT general controls over the IT systems used within the processing of key financial transactions.

Specifically, we did not design and maintain user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate company personnel.

Within the same material weakness, we have also failed to maintain adequate documentation around the process of implementing new software solutions.

Lastly, we identified a third material weakness in our internal control over financial reporting related to the period-end account reconciliation and financial statement review controls which did not operate within a sufficient level of precision.

We have begun the process of, and are focused on, designing and implementing effective internal controls measures to improve our internal control over financial reporting and remediate the material weaknesses, including:

• the recruitment of additional personnel with extensive knowledge of GAAP, implementation of software to facilitate the accumulation and review of our financial information, and utilization of third party consultants and specialists to supplement our internal resources and assist with the accounting and review of complex transactions, accounting matters and related presentation and disclosure, as well as implementing processes and controls to segregate key functions within our finance systems, as appropriate;

• designing and following a formalized control plan related to IT general controls, including controls related to developing, implementing and managing access to and implementing financially significant systems within our IT environment;

• engaging internal and external resources to assist with the design and evaluation of internal controls and the remediation of deficiencies, as necessary.

While these actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous improvement of our internal control over financial reporting and will continue to diligently review our internal control over financial reporting.

Although we plan to complete this remediation process as quickly as possible, we are unable, at this time, to estimate how long it will take and our efforts may not be successful in remediating the identified material weaknesses.

In addition, even if we are successful in strengthening our controls and procedures, we can give no assurances that in the future such controls and procedures will be adequate to prevent or identify errors or irregularities or to facilitate the fair preparation and presentation of our consolidated financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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What changed 10-Q

Item 2. Management’s Discussion and Analysis