Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS.
BRIDGER AEROSPACE GROUP HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except per share amounts)
As of
June 30, 2025 As of
December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents $ 17,036 $ 39,336
Restricted cash 13,837 13,747
Accounts receivable 18,325 5,945
Aircraft support parts 1,060 857
Prepaid expenses and other current assets 3,320 3,924
Total current assets 53,578 63,809
Property, plant, and equipment, net 181,775 183,769
Intangible assets, net 6,056 6,076
Goodwill 20,888 20,749
Other noncurrent assets 1
16,741 16,406
Total assets $ 279,038 $ 290,809
LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable 2
$ 6,705 $ 5,330
Accrued expenses and other current liabilities 13,165 14,057
Operating right-of-use current liabilities 3
2,274 1,835
Current portion of long-term debt, net of debt issuance costs 2,504 2,170
Total current liabilities 24,648 23,392
Long-term accrued expenses and other noncurrent liabilities 4,140 5,388
Operating right-of-use noncurrent liabilities 4
6,849 6,083
Long-term debt, net of debt issuance costs 201,015 202,469
Total liabilities 236,652 237,332
COMMITMENTS AND CONTINGENCIES
MEZZANINE EQUITY
Series A Preferred Stock, $ 0.0001 par value; 315,789.473684 shares authorized, issued and outstanding at June 30, 2025 and December 31, 2024
393,376 380,179
STOCKHOLDERS’ DEFICIT
Common Stock, $ 0.0001 par value; 1,000,000,000 shares authorized; 55,491,476 shares issued and outstanding at June 30, 2025; 54,209,388 shares issued and outstanding at December 31, 2024
6 6
Additional paid-in capital 92,843 101,495
Accumulated deficit ( 444,469 ) ( 429,239 )
Accumulated other comprehensive income 630 1,036
Total stockholders’ deficit ( 350,990 ) ( 326,702 )
Total liabilities, mezzanine equity and stockholders’ deficit $ 279,038 $ 290,809
1 Includes related party operating lease right-of-use assets of zero and $ 5.1 million as of June 30, 2025 and December 31, 2024, respectively.
2 Includes related party accounts payable of zero and $ 0.1 million as of June 30, 2025 and December 31, 2024, respectively.
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3 Includes related party operating lease right-of-use current liabilities of zero and $ 1.3 million as of June 30, 2025 and December 31, 2024, respectively.
4 Includes related party operating lease right-of-use noncurrent liabilities of zero and $ 3.8 million as of June 30, 2025 and December 31, 2024, respectively.
The accompanying notes are an integral part of these condensed consolidated financial statements.
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BRIDGER AEROSPACE GROUP HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
For the Three Months Ended
June 30, For the Six Months Ended June 30,
2025 2024 2025 2024
Revenues 1
$ 30,751 $ 13,014 $ 46,397 $ 18,521
Cost of revenues:
Flight operations 7,856 5,106 14,108 10,115
Maintenance 10,844 4,761 21,799 8,958
Total cost of revenues 18,700 9,867 35,907 19,073
Gross income (loss) 12,051 3,147 10,490 ( 552 )
Selling, general and administrative expense 2
6,524 7,902 15,114 19,512
Operating income (loss) 5,527 ( 4,755 ) ( 4,624 ) ( 20,064 )
Interest expense 3
( 5,737 ) ( 5,854 ) ( 11,472 ) ( 11,777 )
Other income 700 144 1,299 1,303
Income (loss) before income taxes 490 ( 10,465 ) ( 14,797 ) ( 30,538 )
Income tax (expense) benefit ( 182 ) 484 ( 433 ) 470
Net income (loss) $ 308 $ ( 9,981 ) $ ( 15,230 ) $ ( 30,068 )
Series A Preferred Stock – adjustment to maximum redemptions value ( 6,636 ) ( 6,196 ) ( 13,197 ) ( 12,385 )
Loss attributable to Common stockholders - basic and diluted $ ( 6,328 ) $ ( 16,177 ) $ ( 28,427 ) $ ( 42,453 )
Loss per share - basic and diluted $ ( 0.12 ) $ ( 0.33 ) $ ( 0.53 ) $ ( 0.89 )
Weighted average Common Stock outstanding – basic and diluted 53,878,966 48,326,688 53,846,770 47,964,465
1 Includes related party revenues of zero for the three and six months ended June 30, 2025, and $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024, respectively.
2 Includes related party cost of revenues of $ 0.3 million and $ 1.3 million for the three and six months ended June 30, 2025, respectively, and $ 0.4 million and $ 1.4 million for the three and six months ended June 30, 2024, respectively.
3 Includes related party interest expense of zero for the three and six months ended June 30, 2025, and $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2024, respectively.
The accompanying notes are an integral part of these condensed consolidated financial statements.
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BRIDGER AEROSPACE GROUP HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(In thousands)
For the Three Months Ended
June 30, For the Six Months Ended June 30,
2025 2024 2025 2024
Net income (loss) $ 308 $ ( 9,981 ) $ ( 15,230 ) $ ( 30,068 )
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment ( 63 ) — ( 95 ) —
Unrealized (loss) gain on derivative instruments ( 127 ) ( 22 ) ( 311 ) 94
Reclassification of realized loss on investments in marketable securities to earnings — — — 30
Total other comprehensive (loss) income, net of tax ( 190 ) ( 22 ) ( 406 ) 124
Comprehensive income (loss) $ 118 $ ( 10,003 ) $ ( 15,636 ) $ ( 29,944 )
The accompanying notes are an integral part of these condensed consolidated financial statements.
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BRIDGER AEROSPACE GROUP HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
For the Six Months Ended June 30, 2025
(Unaudited)
(In thousands, except share amounts)
Series A Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders’ Deficit
Share Value Share Value
Balance at December 31, 2024 315,789 $ 380,179 54,209,388 $ 6 $ 101,495 $ ( 429,239 ) $ 1,036 $ ( 326,702 )
Net loss — — — — — ( 15,538 ) — ( 15,538 )
Foreign currency translation adjustment — — — — — — ( 32 ) ( 32 )
Unrealized loss on derivative instruments — — — — — — ( 184 ) ( 184 )
Series A Preferred Stock adjustment to maximum redemptions value — 6,561 — — ( 6,561 ) — — ( 6,561 )
Repurchased shares for tax withholding — — ( 226,860 ) — ( 342 ) — — ( 342 )
Stock-based compensation — — 760,118 — 1,991 — — 1,991
Balance at March 31, 2025 315,789 $ 386,740 54,742,646 $ 6 $ 96,583 $ ( 444,777 ) $ 820 $ ( 347,368 )
Net income — — — — — 308 — 308
Foreign currency translation adjustment — — — — — — ( 63 ) ( 63 )
Unrealized loss on derivative instruments — — — — — — ( 127 ) ( 127 )
Series A Preferred Stock adjustment to maximum redemptions value — 6,636 — — ( 6,636 ) — — ( 6,636 )
Common Stock issued related to Ignis Acquisition — — 617,189 — 1,191 — — 1,191
Repurchased shares for tax withholding — — ( 16,909 ) — ( 32 ) — — ( 32 )
Stock-based compensation — — 148,550 — 1,737 — — 1,737
Balance at June 30, 2025 315,789 $ 393,376 55,491,476 $ 6 $ 92,843 $ ( 444,469 ) $ 630 $ ( 350,990 )
The accompanying notes are an integral part of these condensed consolidated financial statements.
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BRIDGER AEROSPACE GROUP HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
For the Six Months Ended June 30, 2024
(Unaudited)
(In thousands, except share amounts)
Series A Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income Total Stockholders’ Deficit
Share Value Share Value
Balance at December 31, 2023 315,789 $ 354,840 47,200,504 $ 5 $ 84,771 $ ( 413,672 ) $ 987 $ ( 327,909 )
Net loss — — — — — ( 20,087 ) — ( 20,087 )
Unrealized gain on derivative instruments — — — — — — 116 116
Reclassification of realized loss on investments in marketable securities to earnings — — — — — — 30 30
Series A Preferred Stock adjustment to maximum redemptions value — 6,189 — — ( 6,189 ) — — ( 6,189 )
Sales of Common Stock through the at-the-market offering — — 33,798 — 168 — — 168
Costs related to the at-the-market offering — — — — ( 670 ) — — ( 670 )
Stock-based compensation — — 31,863 — 5,873 — — 5,873
Balance at March 31, 2024 315,789 $ 361,029 47,266,165 $ 5 $ 83,953 $ ( 433,759 ) $ 1,133 $ ( 348,668 )
Net loss — — — — — ( 9,981 ) — ( 9,981 )
Unrealized gain on derivative instruments — — — — — — ( 22 ) ( 22 )
Series A Preferred Stock adjustment to maximum redemptions value — 6,196 — — ( 6,196 ) — — ( 6,196 )
Sales of Common Stock through the registered direct offering — — 2,183,366 — 9,169 — — 9,169
Costs related to offerings — — — — ( 336 ) — — ( 336 )
Common Stock issued related to Ignis Acquisition — — 1,079,913 — 5,000 — — 5,000
Common Stock issued related to FMS Acquisition — — 3,728,945 1 19,022 — — 19,023
Repurchased shares for tax withholding — — ( 114,196 ) — ( 466 ) — — ( 466 )
Cancellation of vested restricted stock units — — ( 2,032,545 ) — — — — —
Stock-based compensation — — 1,676,729 — 4,477 — — 4,477
Balance at June 30, 2024 315,789 $ 367,225 53,788,377 $ 6 $ 114,623 $ ( 443,740 ) $ 1,111 $ ( 328,000 )
The accompanying notes are an integral part of these condensed consolidated financial statements.
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BRIDGER AEROSPACE GROUP HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
For the Six Months Ended June 30,
2025 2024
Cash Flows from Operating Activities:
Net loss $ ( 15,230 ) $ ( 30,068 )
Adjustments to reconcile net loss to net cash used in operating activities, net of acquisition:
(Gain) loss on disposal of fixed assets ( 136 ) 237
Depreciation and amortization 5,999 3,288
Stock-based compensation expense 3,728 10,350
Deferred tax benefit — ( 490 )
Change in fair value of the Warrants 1,066 ( 2,132 )
Amortization of debt issuance costs 501 442
Change in fair value of embedded derivative — ( 885 )
Change in fair value of earnout consideration ( 2,748 ) 207
Realized gain on investments in marketable securities — ( 16 )
Changes in operating assets and liabilities
Accounts receivable ( 12,380 ) ( 8,893 )
Aircraft support parts ( 203 ) 11
Prepaid expense and other current and noncurrent assets 2,257 1,245
Accounts payable, accrued expenses and other liabilities 1
931 1,146
Net cash used in operating activities ( 16,215 ) ( 25,558 )
Cash Flows from Investing Activities:
Proceeds from sales and maturities of marketable securities — 1,055
Purchases of property, plant and equipment ( 4,237 ) ( 1,948 )
Expenditures for capitalized software ( 626 ) ( 756 )
Cash acquired through acquisition — 2,592
Proceeds from sales of property, plant and equipment 973 505
Collection of note receivable — 3,000
Net cash (used in) provided by investing activities ( 3,890 ) 4,448
Cash Flows from Financing Activities:
Repayments on debt ( 1,621 ) ( 1,466 )
Payment of issuance costs for Common Stock in offerings — ( 674 )
Proceeds from issuance of Common Stock in the registered direct offering — 9,169
Proceeds from issuance of Common Stock in the at-the-market offering — 168
Payment of finance lease liability ( 15 ) ( 13 )
Cash paid for taxes related to net share settlement of equity awards ( 374 ) ( 466 )
Net cash (used in) provided by financing activities ( 2,010 ) 6,718
Effects of exchange rate changes ( 95 ) —
Net change in cash, cash equivalents and restricted cash ( 22,210 ) ( 14,392 )
Cash, cash equivalents and restricted cash – beginning of the period 53,083 36,937
Cash, cash equivalents and restricted cash – end of the period $ 30,873 $ 22,545
Less: Restricted cash – end of the period 13,837 14,019
Cash and cash equivalents – end of the period $ 17,036 $ 8,526
1 Includes related party accounts payable of zero and $ 0.1 million for the six months ended June 30, 2025 and 2024, respectively.
The accompanying notes are an integral part of these condensed consolidated financial statements.
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BRIDGER AEROSPACE GROUP HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Nature of Business
Bridger Aerospace Group Holdings, Inc. and its subsidiaries (“Bridger”, “the Company,” “we,” “us” or “our”) provide aerial wildfire surveillance, relief and suppression and aerial firefighting services using next-generation technology and environmentally friendly and sustainable firefighting methods primarily throughout the United States, as well as airframe modification and integration solutions for governmental and commercial customers.
As of June 30, 2025, the Company owns twelve aircraft, including six Viking CL-415EAFs (“Super Scoopers”), four Daher Kodiak 100s (“Daher Kodiaks”), one Twin Commander surveillance platform and one Pilatus PC-12 (“Pilatus”).
Principles of Consolidation and Basis of Presentation
The Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The Condensed Consolidated Financial Statements include the financial statements of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest, for which all intercompany transactions have been eliminated upon consolidation. Certain amounts have been reclassified to conform to the current period's presentation.
The information as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 is unaudited. The condensed consolidated balance sheet as of December 31, 2024 was derived from the Company’s audited consolidated financial statements at that date. In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, except as otherwise disclosed, necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the interim periods presented. Management also has evaluated the impact of events occurring after June 30, 2025 up to the date of issuance of these condensed financial statements, and these statements contain all necessary adjustments and disclosures resulting from that evaluation.
The results have been prepared in accordance with the instructions to Form 10-Q and do not necessarily include all information and footnotes necessary for presentation in accordance with GAAP, however, the Company believes that the disclosures are adequate to prevent the information presented from being misleading. Due to seasonal fluctuations and other factors, interim operating results are not necessarily indicative of operating results expected in subsequent periods or for the year as a whole. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s audited annual consolidated financial statements for the fiscal year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 14, 2025 (the “Form 10-K”).
Recent Activity
On May 23, 2025, the Company entered into a Purchase and Sale Agreement with an unrelated third party for the sale and leaseback of its hangar and office facilities at the Bozeman Yellowstone International Airport in Belgrade, Montana, with an aggregate preliminary purchase price of approximately $ 46.0 million. The transaction is expected to close in the third quarter of 2025, and is subject to contractual terms, closing conditions and approvals that are standard and customary for this type of transaction. Concurrent with the closing of the transaction, the Company will enter into a 10-year market-based lease agreement with the third-party buyer for the hangar and office facilities, which the Company will continue to utilize as the main base for its operations. As of the date these condensed consolidated financial statements are issued, the transaction is not complete and is awaiting approvals that are more than perfunctory and administrative, and as such, the related assets have not been classified as held for sale for the quarter ended June 30, 2025.
Reverse Recapitalization
On January 24, 2023 (the “Closing Date”), Jack Creek Investment Corp (“JCIC”) completed the reverse recapitalization (the “Closing” and the “Reverse Recapitalization”) with the Company’s predecessor, Bridger Aerospace Group Holdings, LLC and its subsidiaries (collectively, “Legacy Bridger”), which operated the majority of the historical business and was identified as the acquirer and predecessor upon the consummation of the transactions contemplated by the agreement and plan of merger (the “Transaction Agreements”) entered into on August 3, 2022. On the Closing Date, pursuant to the Transaction Agreements, JCIC and Legacy Bridger became wholly owned subsidiaries of a new public entity that was renamed Bridger Aerospace Group Holdings, Inc, and JCIC shareholders and Legacy Bridger equity holders converted their equity ownership in JCIC and Legacy Bridger, respectively, into equity ownership in Bridger.
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Upon the consummation of the Reverse Recapitalization, Bridger issued Common Stock to the Legacy Bridger equity holders and Series A Preferred Stock (as defined below) as summarized below:
• the surrender and exchange of all 606,061 Legacy Bridger incentive units (“Incentive Units”) into 583,308 shares of Bridger’s common stock, par value $ 0.0001 , (“Common Stock”) at a deemed value of $ 10.00 per share as adjusted by the per share Common Stock consideration of approximately 0.96246 (the “Exchange Ratio”), rounded down to the nearest share for each holder;
• the direct or indirect surrender and exchange of the remaining 40,000,000 issued and outstanding shares of Legacy Bridger common shares (excluding Incentive Units) into 38,498,436 shares of Common Stock at a deemed value of $ 10.00 per share as adjusted by the Exchange Ratio, rounded down to the nearest share for each holder; and
• the surrender and exchange of all 315,789.473684 issued and outstanding Series C preferred shares of Legacy Bridger (the “Legacy Bridger Series C Preferred Shares”), which were surrendered and exchanged on a one -to-one basis in connection with the Reverse Recapitalization into 315,789.473684 shares of preferred stock of Bridger that have the rights, powers, designations, preferences and qualifications, limitations and restrictions set forth in Section 4.5 of the Amended and Restated Certificate of Incorporation (the “Series A Preferred Stock”). The Series A Preferred Stock are convertible at the election of the holders into shares of Common Stock, without the payment of additional consideration by the holders into such number of shares of Common Stock as determined by dividing the original issue price, plus accrued interest by a conversion price equal to $ 11.00 at the time of conversion.
Other related events occurred in connection with the Reverse Recapitalization, are summarized below:
• the filing and effectiveness of the Amended and Restated Certificate of Incorporation of Bridger and the effectiveness of the Amended and Restated Bylaws of Bridger, each of which occurred immediately prior to the Closing;
• the adoption and assumption of the Bridger Aerospace Group Holdings, Inc. 2023 Omnibus Incentive Plan (the “Omnibus Plan”) and any grants or awards issued thereunder and adoption of the 2023 Employee Stock Purchase Plan upon the Closing to grant equity awards to Bridger employees; and
• during the period from the Closing until five years following the Closing, JCIC subjected 20 % of JCIC’s issued and outstanding common stock (“Sponsor Earnout Shares”), comprised of two separate tranches of 50 % of the Sponsor Earnout Shares per tranche, to potential forfeiture to Bridger for no consideration until the occurrence (or deemed occurrence) of certain triggering events.
Immediately after giving effect to the Transaction Agreements, the following were outstanding:
• 43,769,290 shares of Common Stock;
• 315,789.473684 shares of Bridger Series A Preferred Stock;
• 9,400,000 private placement warrants (“Private Placement Warrants”) to purchase shares of Common Stock at an exercise price of $ 11.50 per share;
• 17,250,000 public warrants (“Public Warrants”) to purchase shares of Common Stock at an exercise price of $ 11.50 per share; and
• 6,581,497 restricted stock units issued to the executives and senior management of the Company.
The Sponsor Earnout Shares are determined to be equity classified instruments of Bridger and the Public Warrants and Private Placement Warrants are determined to remain liability classified instruments upon the Closing.
On January 25, 2023, shares of the Company’s Common Stock began trading on the Nasdaq Global Market under the ticker symbol “BAER.”
Immaterial Restatement of Prior Period Financial Statements
Subsequent to the issuance of the Company’s financial statements for the nine months ended September 30, 2024, the Company’s management identified an error in the classification of cash collected for a note receivable that had previously been included in operating activities but should have been included in investing activities within the Condensed Consolidated Statements of Cash Flows. As a result, the accompanying Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 has been restated from amounts previously reported. The Company will also correct previously reported financial information for such immaterial errors in future filings, as applicable. Management determined that the error was not material to previously issued financial statements.
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The following table presents the effects of the correction on all affected line items of the Company’s previously reported Condensed Consolidated Financial Statements presented in this Quarterly Report on Form 10-Q:
For the six months ended June 30, 2024
$s in thousands As Previously Reported Impact of Restatement As Restated
Statements of Cash Flows:
Cash Flows from Operating Activities:
Accounts receivable $ ( 5,893 ) $ ( 3,000 ) $ ( 8,893 )
Net cash used in operating activities ( 22,558 ) ( 3,000 ) ( 25,558 )
Cash Flows from Investing Activities:
Collection of note receivable $ — $ 3,000 $ 3,000
Net cash provided by investing activities 1,448 3,000 4,448
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Variable Interest Entities
The Company follows ASC 810-10-15, Consolidation , guidance with respect to accounting for variable interest entities (“VIE”). These entities do not have sufficient equity at risk to finance their activities without additional subordinated financial support from other parties or whose equity investors lack any of the characteristics of a controlling financial interest. A variable interest is an investment or other interest that will absorb portions of a VIE’s expected losses or receive portions of its expected returns and are contractual, ownership or pecuniary in nature and that change with changes in the fair value of the entity’s net assets. A reporting entity is the primary beneficiary of a VIE and must consolidate it when that party has a variable interest, or combination of variable interests, that provide it with a controlling financial interest. A party is deemed to have a controlling financial interest if it meets both of the power and loss/benefits criteria. The power criterion is the ability to direct the activities of the VIE that most significantly impact its economic performance. The losses/benefits criterion is the obligation to absorb losses from, or right to receive benefits from, the VIE that could potentially be significant to the VIE. The VIE model requires an ongoing reconsideration of whether a reporting entity is the primary beneficiary of a VIE due to changes in the facts and circumstances.
Northern Fire Management Services, LLC (“NFMS, LLC”): The Company assisted in designing and organizing NFMS, LLC with a business purpose of employing Canadian aviation professionals to provide services to the Company. A master services agreement exists between NFMS, LLC, the Company, and Bridger Air Tanker, LLC, a wholly-owned subsidiary of the Company, to transfer all annual expenses incurred to the Company in exchange for the Canadian employees to support the Company’s water scooper aircraft. NFMS, LLC is 50 % owned by a Canadian citizen, and 50 % owned by Bridger Aerospace Group, LLC. NFMS, LLC was determined to be a VIE primarily due to the entity’s lack of sufficient equity investment at risk and the Company was determined to be the primary beneficiary of the VIE primarily attributable to the Company’s responsibility for all decisions related to NFMS, LLC’s expenditures. Accordingly, NFMS, LLC has been consolidated by the Company for the three and six months ended June 30, 2025 and 2024 and the year ended December 31, 2024, and all intercompany expenses associated with NFMS, LLC and its service agreement have been eliminated in consolidation. As of June 30, 2025 and December 31, 2024, NFMS, LLC’s assets and liabilities were immaterial to the Company’s Condensed Consolidated Financial Statements.
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Bridger Aerospace Europe, S.L.U. (“BAE”) and MAB Funding, LLC (“MAB”): On November 17, 2023, we entered into a series of agreements designed to facilitate the purchase and return to service of four Canadair CL-215T Amphibious Aircraft (the “Spanish Scoopers”) originally awarded to our wholly-owned subsidiary, BAE, in September 2023 via a public tender process from the Government of Spain for € 40.3 million. Under the terms of the agreements, we agreed to sell the entire outstanding equity interest in BAE to MAB and purchase $ 4.0 million of non-voting Class B units of MAB. We also entered into a services agreement with MAB whereby we will manage the return to service upgrades of the Spanish Scoopers through our wholly-owned Spanish subsidiary, Albacete Aero, S.L., while they are owned and funded by MAB. The service agreement also provides that we have the right, but not the obligation, to acquire each Spanish Scooper as it is ready to be contracted and returned to service. The Company assessed both MAB and BAE for variable interest entity accounting under ASC 810-10-15 and determined that MAB is a voting interest entity and BAE is a variable interest entity. However, neither entity is consolidated in the Condensed Consolidated Financial Statements as the Company does not have a controlling financial interest in MAB and the Company is not the primary beneficiary of BAE. Accordingly, neither of these entities have been consolidated in the Condensed Consolidated Financial Statements of the Company for the three and six months ended June 30, 2025 and 2024 and the year ended December 31, 2024. Refer to “Note 16 – Commitments and Contingencies” included in this Quarterly Report on Form 10-Q for additional details.
Use of Estimates
The preparation of financial statements in conformity with GAAP, requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities, disclosure of gain or loss contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions include: (a) excess and aging aircraft support parts reserves, (b) allowance for doubtful accounts, (c) useful lives of property, plant and equipment, net, (d) allocation of the purchase price to the fair value of assets acquired and liabilities assumed, (e) impairment of long-lived assets, goodwill and other intangible assets, (f) disclosure of fair value of financial instruments, (g) variable interest entities, (h) accounting for Series A Preferred Stock, (i) revenue recognition, (j) estimates and assumptions made in determining the carrying values of goodwill, other intangible assets, and contingent consideration and (k) Public Warrants and Private Placement Warrants. In the future, the Company may realize actual results that differ from the current reported estimates and if the estimates that the Company has used change in the future, such changes could have a material impact on the Company’s condensed consolidated financial position, results of operations and cash flows.
Accounts Receivable
Accounts receivable consist of amounts due from our customers. The Company maintains an allowance for doubtful accounts equal to the estimated losses expected to be incurred based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. For the three and six months ended June 30, 2025 and 2024, the Company did not record any bad debt expense as accounts receivables have historically been collected in accordance with the policy and there is no history of write-offs.
Deferred Offering Costs
Deferred offering costs primarily consist of capitalized legal, accounting and other third-party costs incurred that are related to the Reverse Recapitalization and subsequent securities offerings. As of June 30, 2025 and December 31, 2024, the Company recorded $ 19.6 million to Stockholders’ deficit in the Condensed Consolidated Balance Sheets.
Revenue Recognition
Aerial firefighting revenues
The Company enters into short, medium and long-term contracts with customers, primarily with government agencies during the firefighting season, to perform aerial firefighting services (fire suppression and aerial surveillance). The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”).
The majority of the Company’s aerial firefighting contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, are not distinct. The Company primarily performs the following activities on contracts as part of a stand-ready obligation: (i) providing our aircraft, pilot, and field maintenance personnel necessary to operate the aircraft 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.
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Our firefighting contracts generally provide for payment on a day rate basis. Such activities consist of standby and flight time. Standby rates are charged daily when aircraft is available for use at a fire base, awaiting request from the customer for flight deployment. Flight time is charged hourly when the engines of the aircraft are started and stopped upon request of the customer. The amounts billed to the customer are determined based on varying rates applicable to the specific activities performed on a daily basis. Such consideration is allocated to the distinct daily increment it relates to within the contract and therefore, recognized as we perform the daily firefighting services on the contract.
We measure progress in a manner that depicts the performance of transferring control to the customer. As such, we utilize the output method to recognize revenue over time as this depicts the Company’s performance toward complete satisfaction of the performance obligation. As the Company has a right to consideration from customers in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date, the Company has applied the practical expedient to recognize revenue in the amount to which we have the right to invoice. We have elected to exclude from the transaction price all taxes assessed by governmental and foreign authorities.
Maintenance, Repair and Overhaul (“MRO”) revenues
Maintenance repair revenue consists of maintenance repair and return-to-service work performed on customer aircraft. The Company commonly contracts with third-parties to perform certain repair and return-to-service work. The Company considers itself the principal in these arrangements as we control the timing and nature of the services ultimately provided by the third-party to the customer.
Each maintenance contract consists of integrated repair and return-to-service activities that are highly interdependent, and therefore, represent a single performance obligation. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected-cost-plus-margin approach, under which the Company forecasts the expected costs of satisfying a performance obligation and then adds an appropriate margin for that distinct good or service.
The Company satisfies the underlying performance obligations over time as either the customer obtains control or receives benefits as work is performed on the contract, or the products we are building are assets with no alternative use and we have an enforceable right to payment. As a result, under ASC 606, revenue is recognized over time using the cost-to-cost method (cost incurred relative to total estimated cost at completion).
Contract estimates
Actual revenues and project costs may vary from previous estimates due to changes in a variety of factors. The cost estimation process is based upon the professional knowledge and experience of our engineers, project managers and financial professionals. Factors that are considered in estimating the work to be completed and ultimate contract recovery include the availability and productivity of labor, the nature and complexity of the work to be performed, the availability of materials, and the effect of any delays on our project performance. We periodically review our job performance, job conditions, estimated profitability and final contract settlements, including our estimate of total costs and make revisions to costs and income in the period in which the revisions are probable and reasonably estimable. We bear the risk of cost overruns in most of our contracts, which may result in reduced profits. Whenever revisions of estimated contract costs and contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. Contracts can be modified to account for changes in contract specifications and requirements. Contract modifications are considered to exist when the modification either creates new or changes the existing enforceable rights and obligations. Most of the Company’s contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. Total cumulative catch-up adjustments were not material for the three and six months ended June 30, 2025.
Other revenues
Other revenues primarily consists of training services and lease revenue when we lease our owned aircraft to third parties, typically on an hourly or daily basis. We had training services and lease revenue of $ 3.3 million and $ 3.6 million for the three and six months ended June 30, 2025, respectively, and $ 0.2 million and $ 0.8 million for the three and six months ended June 30, 2024, respectively.
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Contract assets & liabilities
The timing of revenue recognition, customer billings, and cash collections results in a contract asset or contract liability at the end of each reporting period. For instances where we recognize revenue prior to having an unconditional right to payment, we record a contract asset. When amounts are dependent on factors other than the passage of time in order for payment from a customer to be due, we record a contract asset which consists of costs incurred where revenue recognized over time using the cost-to-cost model exceeds the amounts billed to customers. Contract assets are recorded within Accounts receivable in the Condensed Consolidated Balance Sheets. Contract liabilities include advance payments and billings in excess of revenue recognized. Contract liabilities are recorded as deferred revenue within Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. Certain customers make advance payments prior to the satisfaction of our performance obligations on the contract. These amounts are recorded as contract liabilities until such performance obligations are satisfied over time as costs are incurred. Contract assets and contract liabilities are determined on a contract-by-contract basis.
Payment terms vary by customer and type of revenue contract. The Company generally expects that the period of time between payment and transfer of promised goods or services will be less than one year. In such instances, the Company has elected the practical expedient to not evaluate whether a significant financing component exists.
Net contract (liabilities) assets are as follows:
$s in thousands As of
June 30, 2025 As of
December 31, 2024 Net Change
Contract assets $ 284 $ 1,746 $ ( 1,462 )
Contract liabilities 1,165 858 307
Net contract (liabilities) assets $ ( 881 ) $ 888 $ ( 1,769 )
Changes in the balances of the Company’s contract assets and liabilities primarily result from timing differences between revenue recognition and customer billings and/or payments. There were no significant impairment losses related to any receivables or contract assets arising from the Company’s contracts with customers during the six months ended June 30, 2025 and 2024.
For the six months ended June 30, 2025, the Company recognized revenues of $ 0.8 million that was previously included in the contract liabilities that existed at December 31, 2024.
Remaining performance obligations
The Company calculates revenues from remaining performance obligations as the dollar value of the remaining performance obligations on executed contracts. As of June 30, 2025, the Company has remaining unsatisfied performance obligations of $ 9.4 million, of which 82 % is expected to be recognized as revenue in the next twelve months and 18 % thereafter.
Contract costs
The Company has not incurred incremental costs for obtaining contracts with customers. In addition, the Company evaluates whether or not it should capitalize the costs of fulfilling a contract. Such costs would be capitalized when they are not within the scope of other standards and: (1) are directly related to a contract; (2) generate or enhance resources that will be used to satisfy performance obligations; and (3) are expected to be recovered. The Company has elected to use the practical expedient detailed in ASC 340-40, Other Assets and Deferred Costs-Contracts with Customers , to expense any costs to fulfill a contract as they are incurred when the amortization period would be one year or less.
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Revenue Disaggregation
The following table presents the disaggregation of revenue by service:
For the Three Months Ended
June 30, For the Six Months Ended
June 30,
$s in thousands 2025 2024 2025 2024
Fire suppression $ 18,075 $ 7,466 $ 23,858 $ 11,347
Aerial surveillance 4,023 3,514 5,734 4,097
MRO 5,356 1,817 13,246 2,245
Other services 3,297 217 3,559 832
Total revenues $ 30,751 $ 13,014 $ 46,397 $ 18,521
Certain amounts have been reclassified to conform to the current period’s presentation.
The following table presents the disaggregation of revenue by geographic area:
For the Three Months Ended
June 30, For the Six Months Ended
June 30,
$s in thousands 2025 2024 2025 2024
United States $ 25,669 $ 11,197 $ 35,406 $ 15,676
Spain 5,082 1,817 10,991 2,845
Total revenues $ 30,751 $ 13,014 $ 46,397 $ 18,521
Concentration Risk
The Company had three customers who individually accounted for 51 %, 23 % and 17 % of total revenues for the three months ended June 30, 2025, and three customers who individually accounted for 47 %, 24 % and 17 % of total revenues for the six months ended June 30, 2025. The Company had three customers who individually accounted for 61 %, 20 % and 14 % of total revenues for the three months ended June 30, 2024, and three customers who individually accounted for 63 %, 16 % and 15 % of total revenues for the six months ended June 30, 2024. As of June 30, 2025, two customers accounted for 57 % and 12 % of trade accounts receivable. As of December 31, 2024, two customers accounted for 42 % and 17 % of trade accounts receivable, respectively.
Business Combinations
The Company records tangible and intangible assets acquired and liabilities assumed in business combinations under the acquisition method of accounting in accordance with ASC 805, Business Combinations . Under the acquisition method of accounting, amounts paid for the acquisition are allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition inclusive of identifiable intangible assets. Acquisition consideration includes contingent consideration with payment terms based on the achievement of certain targets of the acquired business. The estimated fair value of identifiable assets and liabilities, including intangibles, are based on valuations that use information and assumptions available to management. The Company allocates any excess purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. Significant management judgments and assumptions are required in determining the fair value of assets acquired and liabilities assumed, particularly acquired intangible assets, including estimated useful lives. The valuation of purchased intangible assets is based upon estimates of the future performance and discounted cash flows of the acquired business. Each asset acquired or liability assumed is measured at estimated fair value from the perspective of a market participant.
Contingent consideration represents an obligation of the acquirer to transfer additional assets or equity interests to the seller if future events occur or conditions are met, and is recognized when probable and reasonably estimable. Contingent consideration is first assessed as either an equity or liability depending on the nature of the consideration. All contingent considerations is classified as a liability. Contingent consideration recognized is included in the initial cost of the assets acquired and recorded in Accrued expenses and other current liabilities and Long-term accrued expenses and other noncurrent liabilities within the Condensed Consolidated Balance Sheets. Subsequent changes in the estimated fair value of contingent consideration are recognized as Selling, general and administrative expenses within the Condensed Consolidated Statements of Operations.
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Income Taxes
For periods prior to the Reverse Recapitalization, Bridger Aerospace Group Holdings, LLC was a partnership for federal income tax purposes. Consequently, federal income taxes were not payable or provided for by Legacy Bridger. Members were taxed individually on their pro rata ownership share of the Legacy Bridger’s earnings. Legacy Bridger’s net income or loss was allocated among the members in accordance with the Company’s operating agreement.
Subsequent to the Reverse Recapitalization, Bridger Aerospace Group Holdings, Inc. became the successor of Legacy Bridger as discussed in “ Note 1 – Organization and Basis of Presentation ” included in this Quarterly Report on Form 10-Q. Bridger is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to net taxable income or loss and any related tax credits of the Company. Bridger is also subject to taxes in foreign jurisdictions in which it operates.
The Company provides for income taxes and the related accounts under the asset and liability method. Income tax benefit, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. The Company is subject to income taxes predominantly in the U.S. These tax laws are often complex and may be subject to different interpretations.
Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities and are measured using the enacted tax rates expected to be in effect during the year in which the basis difference reverses. In evaluating the ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable.
Hedging Transactions and Derivative Financial Instruments
The Company is directly and indirectly affected by changes in certain market conditions. These changes in market conditions may adversely impact the Company’s financial performance and are referred to as “market risks.” The Company, when deemed appropriate, uses derivatives as a risk management tool to mitigate the potential impact of certain market risks. The Company manages interest rate risk through the use of derivative instruments, such as swap agreements. A swap agreement is a contract between two parties to exchange cash flows based on specified underlying notional amounts, assets and/or indices. The Company does not enter into derivative financial instruments for trading purposes.
The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the type of hedging relationships. The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in Accumulated other comprehensive income and are reclassified into the line item on the Condensed Consolidated Statements of Comprehensive Income (Loss) in which the hedged items are recorded in the same period the hedged items affect earnings. In addition, settlements on cash flow hedges are recorded in the same section of the Condensed Consolidated Statements of Cash Flows as the underlying nature of the hedged item.
The Company formally assesses whether the financial instruments used in hedging transactions are effective at offsetting changes in either the fair values or cash flows of the related underlying exposures. Any ineffective portion of a financial instrument’s change in fair value is immediately recognized into earnings. The fair value is based on prevailing market data and using standard valuation models based on reasonable estimates about future relevant market conditions. Refer to “Note 15 – Long-Term Debt” included in this Quarterly Report on Form 10-Q for additional details. The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of the Company’s exposure to the financial risks described above.
Warrant Liabilities
The Company accounts for the Public Warrants and Private Placement Warrants (collectively, the “Warrants”) in accordance with ASC 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. The warrant liabilities are subject to remeasurement at each balance sheet date until exercised. Refer to “Note 12 – Accrued Expenses and Other Liabilities” included in this Quarterly Report on Form 10-Q for additional information.
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Stock-Based Compensation
The Company accounts for its stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation .
The Company along with the Board established and approved and assumed the Omnibus Plan which allowed the Company to grant restricted stock units (“RSUs”) to Bridger employees (the “Participants”). Upon satisfying the vesting conditions, each RSU provides the Participants the right to receive one share of Common Stock. The fair value of RSUs is determined based on the number of shares granted and the quoted market price of the Common Stock on the date of grant. Compensation cost for the RSUs is recognized as the performance condition of the Closing of the transaction was met and over the requisite service period based on the graded-vesting method. The Company accounts for forfeitures as they occur. Stock-based compensation is included in both Cost of revenues and Selling, general and administrative expense in the Condensed Consolidated Statements of Operations.
Loss Per Share
Basic loss per share is based on the weighted average number of shares of Common Stock outstanding during the period. Diluted loss per share is based on the weighted average number of shares of Common Stock used for the basic loss per share calculation, adjusted for the dilutive effect of RSUs, Warrants and Incentive Units, if any, using the “treasury stock” method, the Series A Preferred Stock that is convertible into shares of Common Stock and the Sponsor Earnout Shares that will fully vest upon certain stock price metrics being achieved. In addition, loss for diluted loss per share is adjusted for the after-tax impact of changes to the fair value of the Warrants, to the extent they are dilutive. Loss per share is calculated based on the weighted average number of shares of Common Stock outstanding.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures . This update enhances annual and interim disclosures, in the notes to financial statements, of specified information about certain costs and expenses. This new guidance is effective for the Company for its fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting the new accounting guidance on the Company’s Consolidated Financial Statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This update enhances the transparency and decision usefulness of income tax disclosures to provide investors information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. ASU 2023-09 will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is evaluating the disclosure impact of ASU 2023-09; however, the standard will not have a material impact on the Company’s condensed consolidated financial position, results of operations and/or cash flows.
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NOTE 3 – SUPPLEMENTAL CASH FLOW INFORMATION
For the Six Months Ended
June 30,
$s in thousands 2025 2024
Cash paid for interest $ 11,247 $ 11,626
Non-cash investing and financing activities:
Series A Preferred Stock - adjustment to maximum redemption value 13,197 12,385
Recognition of new right-of-use asset and corresponding operating lease liability 2,217 —
Recognition of new right-of-use asset and corresponding financing lease liability 69 —
Right-of-use assets disposed or adjusted modifying finance lease liabilities 13 —
Fixed assets in accounts payable — 27
Purchase consideration of FMS acquisition paid in Common Stock — 19,023
Purchase consideration of Ignis acquisition paid in Common Stock ( Note 12 )
1,191 5,000
Offering costs included in accounts payable, accrued expense and other liabilities — 332
NOTE 4 – CASH EQUIVALENTS
Cash equivalents consist of the following:
As of
June 30, 2025 As of
December 31, 2024
($s in thousands) Carrying Value
Cash equivalents:
Money market fund $ 14,046 $ 36,305
Restricted cash:
Money market fund $ 13,837 $ 13,747
The proceeds from sales of available-for-sale securities and gross realized gains included in earnings for the six months ended June 30, 2025 are zero . The proceeds from sales of available-for-sale securities and gross realized gains included in earnings for the six months ended June 30, 2024 are $ 1.1 million and $ 16,000 , respectively. The Company determines gains and losses using the first-in first-out method. For the three and six months ended June 30, 2024, the Company reclassified out of Accumulated other comprehensive income a loss of zero and $ 30,000 , respectively.
NOTE 5 – ACCOUNTS RECEIVABLE
Accounts receivable consist of the following:
$s in thousands As of
June 30, 2025 As of
December 31, 2024
Unbilled receivable $ 11,898 $ —
Trade accounts receivable 3,843 3,213
Foreign tax receivable 2,300 986
Contract assets 284 1,746
Total accounts receivable $ 18,325 $ 5,945
Substantially all accounts receivable as of June 30, 2025 and December 31, 2024, are expected to be collected in 2025. The Company does not believe it has significant exposure to credit risk, as accounts receivable is primarily from contracts associated with the U.S. Government. Unbilled receivable consists of earned revenue that has not yet been billed on the Company’s contracts. Foreign tax receivable consists primarily of value-added taxes charged by the Spanish government. Refer to “Note 2 – Summary of Significant Accounting Policies” for further discussion on Contract assets.
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NOTE 6 – AIRCRAFT SUPPORT PARTS
Aircraft support parts consist of the following:
$s in thousands As of
June 30, 2025 As of
December 31, 2024
Repairables and expendables $ 578 $ 593
Other 482 264
Total aircraft support parts $ 1,060 $ 857
NOTE 7 – PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consist of the following:
$s in thousands As of
June 30, 2025 As of
December 31, 2024
Prepaid insurance $ 1,836 $ 1,472
Prepaid subscriptions 1,130 1,229
Deposits 124 1,044
Other 230 179
Total prepaid expenses and other current assets $ 3,320 $ 3,924
NOTE 8 – PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consist of the following:
$s in thousands As of
June 30, 2025 As of
December 31, 2024
Aircraft $ 187,086 $ 185,877
Less: Accumulated depreciation ( 41,069 ) ( 38,210 )
Aircraft, net 146,017 147,667
Leasehold improvements 35,504 35,504
Vehicles and equipment 6,562 5,921
Buildings 1,186 1,054
Licenses 235 235
Finance lease right-of-use asset 117 101
Capitalized software and development costs 37 35
Construction-in-progress - leasehold improvements 5 5
Less: Accumulated depreciation ( 7,888 ) ( 6,753 )
Leasehold improvements and equipment, net 35,758 36,102
Total property, plant and equipment, net $ 181,775 $ 183,769
For the three and six months ended June 30, 2025, the Company recorded $ 3.3 million and $ 4.6 million of depreciation expense in Cost of revenues, respectively, and $ 0.3 million and $ 0.7 million of depreciation expense in Selling, general and administrative expense, respectively. For the three and six months ended June 30, 2024, the Company recorded $ 1.6 million and $ 2.5 million of depreciation expense in Cost of revenues, respectively, and $ 0.3 million and $ 0.7 million of depreciation expense in Selling, general and administrative expense, respectively.
Asset groups are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. For the three and six months ended June 30, 2025 and 2024, the Company recorded no impairment charges.
For the three and six months ended June 30, 2025, the Company recorded a gain on disposal of assets of zero and $ 0.1 million in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations. For the three and six months ended June 30, 2024, the Company recorded losses on disposal of assets of zero and $ 0.2 million, respectively, in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations.
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NOTE 9 – ACQUISITION ACTIVITY
2024 Acquisition Activity
On June 28, 2024, the Company completed the acquisition of all the outstanding equity interests of Flight Test & Mechanical Solutions, Inc. (“FMS” and the “FMS Acquisition”), a turn-key provider of integration solutions for government and commercial customers including instrumentation, flight testing and airworthiness certification, for total initially estimated fair value consideration of $ 21.2 million, payable in unregistered shares of Bridger’s Common Stock, with $ 19.0 million fair value of Common Stock consideration paid at closing and upon settlement of certain post-closing purchase price adjustments to the former stockholders of FMS (consisting of 3,867,289 restricted shares of Common Stock determined based upon a volume-weighted average per-share price (“VWAP”) of the Common Stock for the 90 consecutive trading days ended June 27, 2024). The shares issued at close were issued at the fair value upon the closing date. The remaining $ 2.2 million of fair value Common Stock consideration is contingent upon the achievement of certain earnout conditions and, assuming achievement of such conditions, will be issued to the former stockholders of FMS in 2025 and 2026 with the price per share determined based upon a trailing 90-day VWAP of the Common Stock at the time of each issuance. During the measurement period, the Company revised the total purchase consideration of the FMS Acquisition due to changes in working capital adjustments, closing price adjustments and a deferred tax liability adjustment. As a result, total consideration decreased by $ 4.8 million. These adjustments resulted in a corresponding decrease in goodwill of $ 3.9 million. The maximum number shares of Common Stock issuable to the former FMS stockholders as contingent earnout consideration will not exceed 5,754,165 shares in the aggregate. All of the shares of Common Stock to be issued in the FMS Acquisition will be subject to transfer restrictions for an 18-month period after each issuance, with the transfer restrictions expiring with respect to 1/18th of the total shares of Common Stock each month over the 18-month period following such issuance.
None of the shares of Common Stock issued or issuable in connection with the FMS Acquisition were registered under the Securities Act of 1933, as amended (the “Securities Act”), on the FMS Acquisition date in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Recipients of shares of Common Stock in connection with the FMS Acquisition will have customary resale registration rights with respect to such shares of Common Stock pursuant to the terms and conditions of the FMS Acquisition.
The Company accounted for the FMS Acquisition under the acquisition method of accounting and has reported the results of operations of the FMS Acquisition as of the respective date of the FMS Acquisition. The Company based the estimated fair values of intangible assets on an income approach utilizing the relief from royalties and excess earnings methods. The income approach utilizes management’s estimates of future operating results and cash flows using a weighted average cost of capital that reflects market participant assumptions. For all other assets acquired and liabilities assumed, the fair value reflects the carrying value of the asset or liability due to their short maturity. The Company recorded the excess of the fair value of the consideration transferred in the FMS Acquisition over the fair value of net assets acquired as goodwill. The goodwill reflects our expectations of favorable future growth opportunities.
The Company has not presented pro forma combined results for the FMS Acquisition because the impact on previously reported statements of operations was not material.
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As of March 31, 2025, the Company finalized the purchase accounting for the FMS Acquisition. The following table summarizes the final purchase price allocation:
$s in thousands As of
March 31, 2025
Common Stock $ 13,061
Working Capital Excess Shares 174
Closing Cash Shares Adjustment 143
Accrued Dividends Payable Adjustment 800
Earnout Shares 2,164
Total purchase price $ 16,342
$s in thousands As of
December 31, 2024 Adjustments As of
March 31, 2025
Cash and cash equivalents $ 2,592 $ — $ 2,592
Accounts receivable 1
2,701 — 2,701
Aircraft support parts 265 — 265
Prepaid expenses and other current assets 124 — 124
Intangible assets 3,900 — 3,900
Property, plant and equipment 1,014 — 1,014
Other noncurrent assets 1,854 — 1,854
Accounts payable ( 259 ) — ( 259 )
Dividends payable ( 800 ) — ( 800 )
Deferred revenue ( 180 ) — ( 180 )
Accrued expenses and other current liabilities ( 170 ) ( 139 ) ( 309 )
Operating right-of-use current liability ( 56 ) — ( 56 )
Operating right-of-use noncurrent liability ( 960 ) — ( 960 )
Deferred tax liability ( 1,269 ) — ( 1,269 )
Total identifiable net assets 8,756 ( 139 ) 8,617
Goodwill 7,586 139 7,725
Total purchase price $ 16,342 $ — $ 16,342
1 Balance includes $ 1.0 million in unbilled receivable. Fair value of accounts receivable approximates the contractual amount.
The purchase price allocation adjustment related to pre-acquisition income tax payable.
Goodwill of $ 7.7 million arising from the FMS Acquisition is primarily attributable to the assembled workforce of FMS and expected synergies from combining operations. None of the acquired goodwill is expected to be deductible for income tax purposes. Acquired intangible assets consist of the following:
• Trade name: expected to be amortized over its useful life of 9.5 years as of the date of the FMS Acquisition. The fair value of the trade name was determined using the relief from royalty method.
• Customer relationships : expected to be amortized over its useful life of 3.5 years as of the date of the FMS Acquisition. The fair value of the customer relationships were determined using the multi-period excess earnings method.
• Contracts : expected to be amortized over its useful life of 5.5 years when placed into service. The fair value of the contracts were determined using the multi-period excess earnings method.
The transaction costs related to the acquisition were not material. The operating results of the acquisition have been included in the Company’s results of operations from the effective date of the acquisition.
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NOTE 10 – GOODWILL AND INTANGIBLE ASSETS, NET
As of June 30, 2025 and December 31, 2024, goodwill was $ 20.9 million and $ 20.7 million, respectively. There were no impairment charges recorded for goodwill for the three and six months ended June 30, 2025 and 2024, respectively.
Changes in the carrying amount of goodwill for the six months ended June 30, 2025 and the year ended December 31, 2024 were as follows:
$s in thousands Goodwill
As of December 31, 2023 $ 13,163
Addition from FMS Acquisition 11,578
Measurement period adjustment ( 3,992 )
As of December 31, 2024 $ 20,749
Measurement period adjustment 139
As of June 30, 2025 $ 20,888
Intangible assets consisted of the following:
As of June 30, 2025
$s in thousands Estimated Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount
In-process research and development (“IPR&D”) 5 $ 3,408 $ ( 549 ) $ 2,859
Contracts 5.5 3,400 ( 618 ) 2,782
Trade name 9.5 300 ( 32 ) 268
Internal-use software 3 297 ( 297 ) —
Customer relationships 3.5 200 ( 57 ) 143
Licenses 10 68 ( 64 ) 4
Total intangible assets $ 7,673 $ ( 1,617 ) $ 6,056
As of December 31, 2024
$s in thousands Estimated Life (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Contracts 5.5 $ 3,400 $ ( 309 ) $ 3,091
IPR&D 5 2,783 ( 260 ) 2,523
Trade name 9.5 300 ( 16 ) 284
Internal-use software 3 297 ( 297 ) —
Customer relationships 3.5 200 ( 29 ) 171
Licenses 10 68 ( 61 ) 7
Total intangible assets $ 7,048 $ ( 972 ) $ 6,076
IPR&D is the historical know-how, software, formula protocols, designs and procedures expected to be needed to complete the development of the technology asset and receive regulatory approval. The Company expects to amortize the IPR&D over its useful life of five years when placed into service. For the six months ended June 30, 2025 and 2024, the Company capitalized costs of $ 0.6 million and $ 0.8 million related to IPR&D, respectively.
Amortization expense for intangible assets and other noncurrent assets was $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2025, respectively, and $ 0.1 million for the three and six months ended June 30, 2024. Amortization expense is included in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations.
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NOTE 11 – OTHER NONCURRENT ASSETS
Other noncurrent assets consisted of the following:
$s in thousands As of
June 30, 2025 As of
December 31, 2024
Operating lease right-of-use asset $ 9,094 $ 7,951
Investment in MAB 4,000 4,000
Prepaid subscriptions 1,236 1,543
Investment in Overwatch Imaging, Inc. 1,000 1,000
Interest rate swap 764 1,075
Other 647 837
Total other noncurrent assets $ 16,741 $ 16,406
NOTE 12 – ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consisted of the following:
$s in thousands As of
June 30, 2025 As of
December 31, 2024
Accrued interest expense $ 6,356 $ 6,487
Contingent consideration 2,280 6,219
Deferred revenue 1,165 858
Warrant liabilities 2,132 1,066
Accrued salaries, wages and bonuses 1,758 1,635
Deferred underwriting fee payable 1,500 1,500
Accrued foreign tax 925 925
Finance right-of-use liability 107 37
Other 1,082 718
Total accrued expenses and other liabilities 17,305 19,445
Less: Current accrued expenses and other current liabilities ( 13,165 ) ( 14,057 )
Total long-term accrued expenses and other noncurrent liabilities $ 4,140 $ 5,388
Warrant Liabilities
The warrant liabilities consist of the following Warrants issued by the Company in connection with the Reverse Recapitalization:
Public Warrants
The Company previously issued Public Warrants to purchase 17,250,000 shares of Common Stock at an exercise price of $ 11.50 per share in exchange for the 17,250,000 JCIC warrants originally issued by JCIC in its initial public offering. The Warrants may only be exercised for a whole number of shares of Common Stock. The exercise price and number of shares of Common Stock issuable upon exercise of the Warrants may also be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. In no event will the Company be required to net cash settle any Warrant.
The Warrants became exercisable 30 days following the Reverse Recapitalization and will expire January 24, 2028.
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Under certain circumstances, the Company may elect to redeem the Public Warrants at a redemption price of $ 0.01 per Public Warrant at any time during the term of the warrant in which the Common Stock trading price has been at least $ 18.00 per share for 20 trading days within the 30 trading-day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. If the Company elects to redeem the Public Warrants, it must notify the Public Warrant holders in advance, who would then have at least 30 days from the date of notification to exercise their respective warrants. If the warrant is not exercised within that 30-day period, it will be redeemed pursuant to this provision. The Company may also elect to redeem the outstanding Warrants at a redemption price of $ 0.10 per Warrant at any time during the term of the Warrant in which the Common Stock trading price is between $ 10.00 per share and $ 18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganization, recapitalizations and the like) for any 20 trading days within the 30 trading-day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. In such case, the Warrant holders will be able to exercise their Warrants on a cashless basis prior to the redemption for a number of shares of our Common Stock determined based on the redemption date and the fair market value of the Common Stock.
As of June 30, 2025 and December 31, 2024, 17,249,874 Public Warrants remain outstanding. The Public Warrants are liability-classified with a balance of $ 1.4 million and $ 0.7 million, respectively, and a fair value of $ 0.08 and $ 0.04 per warrant as of June 30, 2025 and December 31, 2024, respectively.
Private Placement Warrants
The Company issued Private Placement Warrants to purchase 9,400,000 shares of Common Stock at an exercise price of $ 11.50 per share in exchange for the 9,400,000 JCIC warrants originally purchased in a private placement by JCIC Sponsor, LLC (“JCIC Sponsor”) contemporaneously with JCIC’s initial public offering. JCIC Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than JCIC Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.
As of June 30, 2025 and December 31, 2024, the Company had 9,400,000 outstanding Private Placement Warrants to purchase 9,400,000 shares of Common Stock. The Private Placement Warrants are liability-classified with a balance of $ 0.8 million and $ 0.4 million, respectively, and a fair value of $ 0.08 and $ 0.04 per warrant as of June 30, 2025 and December 31, 2024, respectively.
Contingent Consideration
The Company assumed contingent consideration as part of prior year acquisition activity. The Company is required to make contingent payments to the sellers based on the achievement of certain operational milestones or certain earnout conditions. The fair value of the liability for the contingent payments was recognized upon acquisition as part of the purchase accounting opening balance sheet. The initial cost was recognized at fair value on the closing date with subsequent changes in estimated fair value recognized as Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.
As part of the 2023 Ignis Acquisition, the Company agreed to pay contingent consideration based on the achievement of certain operational milestones. The final milestone was completed during 2024, which triggered a series of three annual contingent consideration payments. The first payment was made as of the quarter ended June 30, 2024. During the second quarter of 2025, the Company issued 617,189 restricted shares of Common Stock to the Ignis shareholders (determined based upon a trailing 120-day volume-weighted average per-share price "VWAP" of the Common Stock for the 120 consecutive trading days ended June 30, 2025). The shares were issued at fair value, resulting in a total issuance value of approximately $ 1.2 million. This amount was previously recognized as part of the contingent consideration liability as of March 31, 2025, and the issuance did not result in any additional expense during the period. The remaining $ 1.9 million of Common Stock consideration will be issued to the Ignis shareholders in 2026, with the price per share determined based upon a trailing 120-day VWAP of the Common Stock at the time of such issuance. The liability for the remaining contingent consideration has been recorded at fair value and is classified as a current liability on the condensed consolidated balance sheet.
Pursuant to the agreement, the maximum number of shares of Common Stock issuable to the Ignis shareholders as contingent earnout consideration will not exceed 8,399,198 shares in the aggregate.
24
All of the shares of Common Stock to be issued in the Ignis Acquisition will be subject to transfer restrictions for a 12-month period after each issuance, with 1/12th of the total shares of Common Stock vesting each month over the one-year period after each issuance. None of the shares of Common Stock issued or issuable in connection with the Ignis Acquisition were registered under the Securities Act on the Ignis Acquisition date in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Recipients of shares of Common Stock in connection with the Ignis Acquisition will have customary resale registration rights with respect to such shares of Common Stock pursuant to the terms and conditions of the Ignis Acquisition.
In addition, as it relates to the 2024 FMS Acquisition and the related earnout, during the current period, based on revised forecasts and updated expectations regarding the acquired business's performance against the applicable earn-out metrics, the Company has reduced the fair value of the contingent consideration liability by $ 2.1 million during the six months ended June 30, 2025.
As of June 30, 2025 and December 31, 2024, the Company had $ 1.9 million and $ 3.4 million, respectively, in Accrued expenses and other current liabilities and $ 0.4 million and $ 2.8 million, respectively, in Long-term accrued expenses and other noncurrent liabilities in the Condensed Consolidated Balance Sheets.
The change in contingent consideration for the six months ended June 30, 2025 and year ended December 31, 2024 was as follows:
$s in thousands 2025 2024
As of Contingent consideration, beginning of period $ 6,219 $ 8,486
Addition of contingent consideration from FMS Acquisition — 2,164
Change in fair value of contingent consideration ( 2,748 ) ( 393 )
Settlement of contingent consideration ( 1,191 ) ( 4,038 )
As of Contingent consideration, end of period $ 2,280 $ 6,219
NOTE 13 – INTEREST RATE SWAP
The Company assesses interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely affect expected future cash flows and by evaluating hedging opportunities.
The Company entered an interest rate swap with Rocky Mountain Bank, now known as Citywide Banks (“CWB”) on March 12, 2020 to reduce risk related to variable-rate debt from the term loan, which was subject to changes in market rates of interest as discussed in “Note 15 – Long-Term Debt” included in this Quarterly Report on Form 10-Q. The interest rate swap is designated as a cash flow hedge. The Company records its corresponding derivative asset on a gross basis in Other noncurrent assets at fair value on the Condensed Consolidated Balance Sheets.
Each month, the Company made interest payments to CWB under its loan agreement. Effective July 1, 2023, LIBOR was replaced by 1-month CME Term Secured Overnight Financing Rate (“SOFR”) plus 0.11448 % tenor spread adjustment plus the 2.5 % contractual SOFR margin then in effect with respect to the term loan. At the end of each calendar month, the Company receives or makes payments on the interest rate swap difference, if any, based on the received interest rate set forth in the table below. Interest payments on the Company’s term loan and payments received or made on the interest rate swap are reported net on the Condensed Consolidated Statements of Operations as interest expense.
The Company had the following interest rate swap designated as a cash flow hedge ($s in thousands):
As of June 30, 2025
Effective
Date Maturity
Date Notional
Amount Fair Value Pay Fixed Receive Rate
4/15/2020 3/15/2030 $ 9,500 $ 764 3.887 % 1 Month SOFR + 2.61448 %
As of December 31, 2024
Effective
Date Maturity
Date Notional
Amount Fair Value Pay Fixed Receive Rate
4/15/2020 3/15/2030 $ 9,822 $ 1,075 3.887 % 1 Month SOFR + 2.61448 %
25
The Company accounts for the interest rate swap as a cash flow hedge for accounting purposes under GAAP. The Company reflects the effect of this hedging transaction in the Condensed Consolidated Financial Statements. The unrealized (loss) gain is reported in Other comprehensive (loss) income. If the Company terminates the interest rate swap agreement, the cumulative change in fair value at the date of termination would be reclassified from Accumulated other comprehensive income, which is classified in Stockholders’ deficit, into earnings.
NOTE 14 – FAIR VALUE MEASUREMENTS
Long-term debt
As of June 30, 2025 and December 31, 2024, the Company has $ 160.1 million and $ 160.2 million of fixed rate debt outstanding, respectively, and $ 46.6 million and $ 48.3 million of variable rate debt outstanding, respectively. The Company estimated the fair value of the fixed rate debt using quoted market prices (Level 2 inputs) within the fair value hierarchy. When valuing fixed rate debt, the fair value is capped at par value. The variable rate debt approximates fair value based on the closing or estimated market prices of similar securities comparable to the Company’s debts as of June 30, 2025 and December 31, 2024. Debt financing activities and loan agreements are further described in “Note 15 – Long-Term Debt” included in this Quarterly Report on Form 10-Q for additional details.
Recurring Fair Value Measurement
Our cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current assets and liabilities (excluding derivative instruments) are carried at amounts which reasonably approximate their fair values due to their short-term nature.
The following tables summarize the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy:
As of June 30, 2025
$s in thousands Level 1 Level 2 Level 3
Assets
Cash $ 17,036 $ — $ —
Restricted cash:
Money market fund 13,837 — —
Total restricted cash 13,837 — —
Interest rate swap — 764 —
Total assets $ 30,873 $ 764 $ —
Liabilities
Warrant liabilities – Public Warrants $ 1,380 $ — $ —
Warrant liabilities – Private Placement Warrants — 752 —
Contingent consideration — — 2,280
Total liabilities $ 1,380 $ 752 $ 2,280
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As of December 31, 2024
$s in thousands Level 1 Level 2 Level 3
Assets
Cash $ 39,336 $ — $ —
Restricted cash:
Money market fund 13,747 — —
Total restricted cash 13,747 — —
Interest rate swap — 1,075 —
Total assets $ 53,083 $ 1,075 $ —
Liabilities
Warrant liabilities – Public Warrants $ 690 $ — $ —
Warrant liabilities – Private Placement Warrants — 376 —
Contingent consideration — — 6,219
Total liabilities $ 690 $ 376 $ 6,219
Interest Rate Swap
The Company’s derivative financial instruments are measured at fair value on a recurring basis based on quoted market prices or using standard valuation models as described in “Note 13 – Interest Rate Swap” included in this Quarterly Report on Form 10-Q.
The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of our exposure to the financial risks described in “Note 2 – Summary of Significant Accounting Policies” included in this Quarterly Report on Form 10-Q.
The fair value of the Company’s interest rate swap agreement was determined based on the present value of expected future cash flows using discount rates appropriate with the terms of the swap agreement. The fair value indicates an estimated amount the Company would be required to receive if the contracts were canceled or transferred to other parties. The Company calculates the fair value of the interest rate swap agreement quarterly based on the quoted market price for the same or similar financial instruments.
Warrant Liabilities
The Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value at each reporting period. The warrant liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value are recorded in earnings through Selling, general and administrative expense on the Condensed Consolidated Statements of Operations included in this Quarterly Report on Form 10-Q.
The Public Warrants are publicly traded under the symbol “BAERW,” and the fair value of the Public Warrants at a specific date is determined by the closing price of the Public Warrants as of that date. Therefore, the Public Warrants are classified as Level 1 of the fair value hierarchy. The Public Warrants are redeemable at any time during the term of the warrant in which the Common Stock share trading price has been at least $ 18.00 per share for 20 trading days within the 30 trading-day period. JCIC Sponsor can redeem both the Private Placement Warrants and the Public Warrants when the stock price is between $ 10.00 to $ 18.00 . As such, it is economically beneficial for the Company to redeem the Private Placement Warrants any time before the stock price crosses the $ 18.00 threshold. Therefore, the Warrants have similar economic value, hence Private Placement Warrants are deemed to have the same value as the Public Warrants and are classified Level 2 of the fair value hierarchy. Refer to “Note 12 – Accrued Expenses and Other Liabilities” included in this Quarterly Report on Form 10-Q for additional details.
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Contingent Consideration
In connection with prior year acquisition activity, the Company is required to make contingent payments to the sellers based on the achievement of certain operational milestones or based on the achievement of certain earnout conditions. The fair value of the contingent consideration was determined using the Monte-Carlo simulation-based model discounted to present value. Assumptions used in this calculation are equity volatility, estimated future stock prices and various probability factors, including management’s estimate of the likelihood of meeting certain operational milestones and earnout conditions. The ultimate settlement of the contingent consideration could deviate from current estimates based on the actual results of these financial measures. This liability is considered to be a Level 3 financial liability that is remeasured each reporting period. Changes in estimated fair value of contingent consideration are recognized as Selling, general and administrative expenses within the Condensed Consolidated Statements of Operations. Refer to “Note 12 – Accrued Expenses and Other Liabilities” included in this Quarterly Report on Form 10-Q for additional details.
Non-Recurring Fair Value Measurements
The Company measures certain assets at fair value on a non-recurring basis, including long-lived assets and goodwill and cost method investments, which are evaluated for impairment. Long-lived assets include property, plant and equipment, net and certain intangible assets. The inputs used to determine the fair value of long-lived assets are considered Level 3 measurements due to their subjective nature.
As of June 30, 2025, the Company did not have any significant assets or liabilities that were remeasured at fair value on a non-recurring basis in periods subsequent to initial recognition.
NOTE 15 – LONG-TERM DEBT
Long-term debt consisted of the following:
$s in thousands As of
June 30, 2025 As of
December 31, 2024
Taxable industrial revenue bonds, dated July 21, 2022, 11.5 % interest rate, maturing September 1, 2027 1
$ 160,000 $ 160,000
Permanent loan agreement, dated October 1, 2020, greater of Prime + 1.5 % or 4.75 % interest rate, maturing October 1, 2035 2
17,115 17,604
Permanent loan agreement, dated August 21, 2020, greater of Prime + 1.5 % or 4.75 % interest rate, maturing August 21, 2035 2
17,039 17,532
Term loan agreement dated September 30, 2019, SOFR + 2.61448 % interest rate, maturing March 15, 2030 3
9,500 9,822
Term loan agreement dated February 3, 2020, SOFR + 2.61448 % interest rate, maturing February 3, 2027 4
2,976 3,255
Various term loan agreements, earliest start at September 9, 2021, 3.89 %- 5.5 % interest rates, latest maturation on November 17, 2027
136 174
Loans payable 206,766 208,387
Less: noncurrent debt issuance costs ( 2,245 ) ( 2,746 )
Less: current debt issuance costs ( 1,002 ) ( 1,002 )
Less: current portion of long-term debt, net of debt issuance costs ( 2,504 ) ( 2,170 )
Total long-term debt, net of debt issuance costs $ 201,015 $ 202,469
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1. On July 21, 2022, the Company closed on the Series 2022 Bonds, upon which the Company received aggregate proceeds of $ 135.0 million on July 21, 2022 and $ 25.0 million on August 10, 2022. The proceeds were designated to redeem in full the 2021 Bonds and the Series A Preferred shares, to finance the construction and equipping of the Company’s third aircraft hangar in Belgrade, Montana and to fund the purchase of additional Super Scoopers. The Series 2022 Bonds mature on September 1, 2027, with an annual interest rate of 11.5 % payable semiannually on March 1 and September 1 of each year, commencing on September 1, 2022. Debt issuance costs for the Series 2022 Bonds were $ 4.2 million. The Series 2022 Bonds are subject to redemption or prepayment prior to maturity, as follows: (a) optional redemption in whole or in part, on any day thereafter at par plus accrued interest, and on certain dates, a premium; (b) mandatory redemption at par plus any premium applicable to optional redemptions and a 3 % premium if such redemptions are made prior to September 1, 2025, in whole or in part, in the event of the occurrence of certain events; and (c) extraordinary redemption at par plus accrued interest due to the occurrence of certain casualty, condemnation, or other unexpected events. Optional redemptions are subject to 3 %, 2 %, and 0 % premiums if redemptions are made on or after September 1, 2025, September 2026, and September 2027, respectively. At the Company’s direction, the Series 2022 Bonds may be redeemed by Gallatin County at any time, at a redemption price equal to 100 % of the principal amount plus accrued interest upon the occurrence of certain events.
2. In 2020, the Company entered into two separate credit facilities brokered through Live Oak Bank (“LOB”) and backed by the U.S. Department of Agriculture for the completed purchase of the Company’s first two Super Scoopers. The Company issued two $ 19.0 million promissory notes to LOB, established as 15 -year maturity, first two years interest only payments monthly, then 13 -year term principal plus interest due monthly at the rate of the greater of prime plus 1.5 % or 4.75 % per annum. The first of these notes was issued on August 21, 2020 and the second was issued October 1, 2020 to BAT1, LLC and BAT2, LLC, respectively. Debt issuance costs for BAT1 and BAT2 were $ 1.0 million and $ 0.9 million, respectively.
3. On September 20, 2019, the Company entered into a credit facility with CWB for $ 12.9 million, established as a 10 -year maturity, 6 -month draw period, first 6 months interest only payments monthly, then 10 -year term principal plus interest due monthly on a 20 -year amortization at the rate of 1 month SOFR plus 2.61448 %. Debt issuance costs for this loan were $ 0.1 million.
4. On February 3, 2020, the Company entered into a credit facility with CWB to finance in part the purchase of four Daher Kodiaks. A promissory note was issued for $ 5.6 million, established as a 7 -year maturity, first 8 months interest only payments monthly, 60 day draw period, then 76 -month term plus principal interest due monthly on a 10 -year amortization at the rate of 1 month SOFR plus 2.61448 %. Debt issuance costs for this loan were $ 0.1 million.
The Series 2022 Bonds are subject to financial covenants requiring the Company to maintain a debt service coverage ratio (“DSCR”) that exceeds 1.25 x each fiscal quarter, operate in such a manner to produce gross revenues so as to be at all relevant times in compliance with the DSCR covenant and to maintain liquidity of $ 8.0 million in the form of unrestricted cash or investments (excluding margin accounts and retirement accounts) at all times and to be reported.
The Company is in compliance with the DSCR covenant as of June 30, 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 June 30, 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.
The LOB loans are subject to financial covenants requiring the Company to maintain a DSCR, generally calculated as the ratio of the net cash flow (as defined in the applicable note agreements) to the amount of interest and servicing fees required to be paid over the succeeding 12 months on the principal amount of the note, as applicable, that will be outstanding on the payment date following such date of determination, that exceeds 1.25 x at the aircraft or entity level and for the Company’s debt to worth ratio to not exceed 5.00 x at the aircraft or entity level. The Company is in compliance with such financial covenants as of June 30, 2025.
Both of the loans with CWB are subject to financial covenants requiring the Company to maintain a DSCR, calculated as the ratio of adjusted EBITDA (as defined in the applicable note agreements) to the amount of interest and principal payments for the fiscal year ending on the compliance date, that exceeds 1.25 x for the Company. These notes are also subject to financial covenants requiring the Company to maintain a Senior Leverage Ratio on a quarterly basis not to exceed 6 .00 to 1.00 through September 30, 2025 and 5 .00 to 1.00 thereafter. This is calculated as Total Funded Senior Debt (as defined in the applicable note agreements) less municipal debt, divided by adjusted EBITDA (as defined in the applicable note agreements). The Company is in compliance with such financial covenants as of June 30, 2025.
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Amortization of debt issuance costs was $ 0.2 million and $ 0.5 million for the three and six months ended June 30, 2025, respectively, and $ 0.3 million and $ 0.4 million for the three and six months ended June 30, 2024, respectively.
NOTE 16 – COMMITMENTS AND CONTINGENCIES
Legal Matters
From time to time, the Company is subject to various litigation and other claims in the normal course of business. No amounts have been accrued in the Condensed Consolidated Financial Statements with respect to any matters.
Due to the nature of our business, we may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. In the opinion of our management, there are no pending litigation, disputes or claims against us which, if decided adversely, will have a material adverse effect on our financial conditions, cash flows or results of operations. In the ordinary course of its operations, the Company will continue to vigorously enforce its legal and contractual rights to ensure that its business and operations continue on an unimpaired basis.
Contingencies
On November 17, 2023, the Company entered into a series of agreements with MAB and its subsidiary designed to facilitate the purchase and return to service of four Spanish Scoopers originally awarded to the Company in September 2023 via a public tender process from the Government of Spain. The terms of the agreements provide that the Company will manage the return to service upgrades of the Spanish Scoopers while they are owned and funded by MAB. The Company has the right, but not the obligation, to acquire each plane as it is ready to be contracted and returned to service. In the event that Bridger does not purchase the aircraft within the time periods set forth in the agreements, then either party may initiate a sales process for the sale of all aircraft that have not been purchased by the Company, which sales process the Company will oversee and manage. If the aircraft are sold to a third party through such process, then the Company must pay MAB’s subsidiary a cash fee equal to the amount, if any, by which the aggregate price of the Company’s purchase options for such aircraft exceeds the consideration paid by the third-party purchaser for the same aircraft, not to exceed $ 15.0 million in aggregate. If the aircraft are not sold to a third party and MAB’s subsidiary has not otherwise entered into an operating lease with a third party for the aircraft, then the Company must pay MAB’s subsidiary $ 15.0 million. As of May 30, 2025, the Company has initiated the sales process and continues the return to service work on the remaining Spanish Scoopers. As of the quarter ended June 30, 2025, no sale has been completed, and the process remains ongoing. Because the sale price and outcome remain uncertain, the Company is unable to reasonably estimate a potential loss, if any, related to this contingency. Accordingly, no liability has been recorded in the condensed consolidated financial statements as of June 30, 2025. The Company will continue to monitor the situation and assess the need for recognition or further disclosure in future periods.
NOTE 17 – MEZZANINE EQUITY
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.
Shares of Series A Preferred Stock are mandatorily redeemable by the Company on April 25, 2032 at a redemption amount that is equal to the stated value, plus accrued but unpaid interest. Accrued interest for the Series A Preferred Stock was $ 13.2 million and $ 12.4 million for the six months ended June 30, 2025 and 2024, respectively. Shares of Series A Preferred Stock are also redeemable upon certain triggering events outside of the control of the Company, including that shares of Series A Preferred Stock may be redeemed by the Company (a) on or after April 25, 2027 or (b) in connection with the consummation of a fundamental change in the Company’s voting and governance structure such as the sale of the Company or its subsidiaries representing more than 50% of the Company’s voting stock or a similar liquidity event. Shares of Series A Preferred Stock may be redeemed by the holder upon the consummation of a fundamental change, such as the sale of the Company or a similar liquidity event.
Given the conversion feature is considered substantive, the mandatory redemption on April 25, 2032 is not certain and accordingly, the Series A Preferred Stock are classified as mezzanine equity.
As of June 30, 2025, it is probable that the Series A Preferred Stock may become redeemable on April 25, 2032. The Company has elected to recognize changes in redemption value immediately, adjusting the preferred stock to the maximum redemption value at each reporting date. Upon Closing, the Series A Preferred Stock had both a carrying value and redemption value of $ 332.7 million, the 50 % multiplier, valued at $ 156.4 million, was removed. As of June 30, 2025 and December 31, 2024, the Series A Preferred Stock had both a carrying value and redemption value of $ 393.4 million and $ 380.2 million, respectively. Refer to the table below.
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As of June 30, 2025 and December 31, 2024, the fair value of the embedded derivative related to an event of default is zero , as there have been no triggering events.
The Company determined the fair value of the other features requiring bifurcation, both individually and in the aggregate were immaterial at June 30, 2025 and December 31, 2024. The fair value of these features will be assessed at each reporting date and will be recognized and remeasured at fair value, if material.
Redeemable Series A Preferred Stock
$s in thousands Shares Amounts
Balance as of December 31, 2024 315,789.473684 $ 380,179
Adjustment to maximum redemptions value — 13,197
Balance as of June 30, 2025 315,789.473684 $ 393,376
Balance as of December 31, 2023 315,789.473684 $ 354,840
Adjustment to maximum redemptions value — 12,385
Balance as of June 30, 2024 315,789.473684 $ 367,225
NOTE 18 – STOCKHOLDERS’ DEFICIT
Common Stock
In connection with the Reverse Recapitalization, the Company issued 43,769,290 shares of Common Stock, of which 39,081,744 shares were issued to Legacy Bridger Common shareholders, 2,084,357 shares were issued to the public shareholders of JCIC and 2,603,189 shares were issued to JCIC Sponsor and independent directors of JCIC upon Closing. Of the shares issued to Legacy Bridger Common shareholders and JCIC Sponsor, 233,323 and 855,000 shares are subject to continuing vesting conditions, respectively.
Restricted Stock Units
In January 2023, in connection with the Closing, the Company and its Board established and approved and assumed the Omnibus Plan, which allowed the Company to grant RSUs to Bridger employees (the “Participants”). RSUs are settled in shares of Common Stock as the RSUs vest. The RSUs accrue dividend equivalents associated with the underlying shares of Common Stock as the Company declares dividends. Dividends are paid to holders of RSUs in cash upon the vesting date of the associated RSU and are forfeited if the RSU does not vest. For the purposes of calculating compensation expense, the fair value of RSUs is the closing stock price on the date of grant. Generally, RSUs vest over a period of four to six years , subject to the Participant’s continued employment. Upon vesting of each RSU, the Company will issue one share of Common Stock to the RSU holder.
RSU activity for the six months ended June 30, 2025 and 2024 is as follows:
Number of
Awards Weighted average
grant date fair
value
Outstanding as of December 31, 2024 4,472,950 $ 6.94
Granted 778,000 3.07
Vested ( 908,668 ) 5.84
Forfeited/Cancelled ( 372,910 ) 4.10
Outstanding as of June 30, 2025 3,969,372 $ 6.70
Outstanding as of December 31, 2023 6,624,459 $ 8.30
Granted 1,088,329 5.26
Vested ( 1,708,592 ) 9.30
Forfeited/Cancelled ( 1,673,738 ) 8.29
Outstanding as of June 30, 2024 4,330,458 $ 7.14
The total fair value of RSUs vested during the six months ended June 30, 2025 and 2024 was $ 2.5 million and $ 9.3 million, respectively, based on the closing stock price on the date of vesting.
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For the three and six months ended June 30, 2025, the Company recorded stock-based compensation expense related to RSUs of $ 0.3 million and $ 0.6 million, respectively, within Total cost of revenues and $ 1.4 million and $ 3.1 million, respectively, within Selling, general and administrative expense on the Condensed Consolidated Statements of Operations. For the three and six months ended June 30, 2024, the Company recorded stock-based compensation expense related to RSUs of $ 0.4 million and $ 0.7 million, respectively, within Total cost of revenues and $ 4.1 million and $ 9.6 million, respectively, within Selling, general and administrative expense on the Condensed Consolidated Statements of Operations.
As of June 30, 2025, there was $ 12.3 million of unrecognized total compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average period of 2.5 years.
Incentive Units
Prior to the adoption of the Omnibus Plan, during the year ended December 31, 2022, the Company granted Incentive Units to selected board members and executives. Within each grant, 80 % of the Incentive Units vested annually over a four year period subject to continued service by the grantee (the “Time-Vesting Incentive Units”), and the remaining 20 % of the Incentive Units vest upon a qualifying change of control event (the “Exit-Vesting Incentive Units”). For the Time-Vesting Incentive Units, compensation cost was recognized over the requisite service period on a straight-line basis. For the Exit-Vesting Incentive Units, expense will be recognized when a qualifying change of control event is considered probable, which has not occurred as of June 30, 2025. As of June 30, 2025, 40,404 Exit-Vesting Incentive Units with a weighted-average grant date fair value of $ 0.01 remain outstanding. Upon vesting of each Incentive Unit, the Company will issue 0.96246 shares of Common Stock to the Incentive Unit holder.
2024 At-the-Market (“ATM”) Offering
On January 26, 2024, the Company entered into a sales agreement (“2024 ATM Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Virtu Americas LLC (together with Stifel, the “2024 Agents”) under which we could offer and sell, from time to time, shares of our Common Stock having an aggregate offering price of up to $ 100.0 million through the 2024 Agents in negotiated transactions that are deemed to be an “at the market offering.” In connection with the Company’s entry into the 2025 ATM Agreement (as defined below) on March 18, 2025, the Company terminated the 2024 ATM Agreement.
The ATM offering was registered under the Securities Act, pursuant to our shelf registration statement on Form S-3 (Registration Statement No. 333-276721), as previously filed with the SEC and declared effective on February 6, 2024.
The 2024 ATM Agreement contained customary representations, warranties and agreements by the Company, and customary indemnification and contribution rights and obligations of the parties. The Company agreed to pay the 2024 Agents an aggregate commission of up to 3.0 % of the aggregate gross proceeds from each sale of shares of Common Stock under the 2024 ATM Agreement. The Company also agreed to reimburse the 2024 Agents for certain specified expenses in connection with entering into the 2024 ATM Agreement.
During 2024, the Company sold an aggregate of 33,798 shares of Common Stock at a weighted-average price of $ 5.13 per share for net proceeds of $ 0.2 million, net of fees of $ 5,000 under the 2024 ATM Agreement. No additional shares of Common Stock were sold under the 2024 ATM Agreement during 2025.
2025 ATM Offering
On March 18, 2025, the Company entered into a sales agreement (“2025 ATM Agreement”) with Stifel and Canaccord Genuity LLC (together with Stifel, the “2025 Agents”) under which we may offer and sell, from time to time, shares of our Common Stock (the “2025 ATM Shares”) having an aggregate offering price of up to $ 100.0 million through the 2025 Agents in negotiated transactions that are deemed to be an “at the market offering” (the “2025 ATM Offering”).
The ATM offering was registered under the Securities Act, pursuant to our shelf registration statement on Form S-3 (Registration Statement No. 333-276721), as previously filed with the SEC and declared effective on February 6, 2024, under which the Company filed a new prospectus supplement with the SEC with respect to the 2025 ATM Offering on March 19, 2025.
Under the 2025 ATM Agreement, the 2025 Agents may sell the 2025 ATM Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the Nasdaq Global Market, or any other existing trading market for the 2025 ATM Shares or in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Common Stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company.
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The Company is not obligated to make any sales of the 2025 ATM Shares under the 2025 ATM Agreement. The offering of the 2025 ATM Shares pursuant to the 2025 ATM Agreement will terminate upon the termination of the 2025 ATM Agreement by the 2025 Agents or us, as permitted therein.
The 2025 ATM Agreement contains customary representations, warranties and agreements by the Company, and customary indemnification and contribution rights and obligations of the parties. The Company agreed to pay the 2025 Agents an aggregate commission of up to 3.0 % of the aggregate gross proceeds from each sale of the 2025 ATM Shares. The Company also agreed to reimburse the 2025 Agents for certain specified expenses in connection with entering into the 2025 ATM Agreement.
During the six months ended June 30, 2025, the Company did not sell any shares of Common Stock under the 2025 ATM Agreement.
NOTE 19 – RELATED PARTY TRANSACTIONS
As of May 28, 2025, Mr. Timothy Sheehy, the Company’s founder and former Chief Executive Officer, President and director, has placed his ownership interests in the Company into an independently managed blind trust. Blind trusts are governed by legal agreements that assign full investment and voting discretion to independent trustees who are neither affiliated with the Company nor under the influence or control of the beneficiaries.
In accordance with ASC 850, the Company evaluated whether the beneficiaries of the blind trusts retain the ability to exercise significant influence over the Company through their ownership or other means. Based on the structure of the blind trusts, including the absence of decision-making authority or access to information regarding trust-held assets, management has concluded that such trusts do not meet the criteria of a related party under GAAP.
Accordingly, no related party transactions or balances were identified with respect to these blind trusts after the transfer date. Transactions with the Company prior to the transfer are included in these related party disclosures for the periods presented.
For the three and six months ended June 30, 2025 and 2024, the Company incurred zero and $ 0.6 million in training expenses provided by an entity in which Mr. Timothy Sheehy has a partial ownership with zero and $ 0.1 million in related outstanding accounts payable as of June 30, 2025 and December 31, 2024, respectively. The Company earned revenues related to charter rentals of the Company’s aircraft by the U.S. Senate campaign of Mr. Timothy Sheehy of zero for the three and six months ended June 30, 2025 and $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024, respectively.
On November 17, 2023, the Company entered into a series of agreements designed to facilitate the purchase and return to service of the Spanish Scoopers originally awarded to our wholly-owned subsidiary, BAE, in September 2023 via a public tender process from the Government of Spain for € 40.3 million. Under the terms of the agreements, we agreed to sell the entire outstanding equity interest in BAE to MAB and purchase $ 4.0 million of non-voting Class B units of MAB. ASSF Holdings LP (“Avenue Investor”) made capital contributions totaling $ 13.0 million in exchange for 13,031 voting Class A Units of MAB. Avenue Investor holds approximately 10 % of Bridger’s outstanding convertible Series A Preferred Stock.
On July 10, 2023, the Company entered into two operating lease agreements, each for a Pilatus under the ownership of Mr. Timothy Sheehy. The Company incurred lease expense of approximately $ 0.3 million and $ 0.7 million for the three and six months ended June 30, 2025, respectively, and $ 0.4 million and $ 0.8 million for the three and six months ended June 30, 2024, respectively. The Company recorded approximately $ 5.1 million of right-of-use assets, $ 1.3 million of right-of-use current liabilities, and $ 3.8 million of right-of-use noncurrent liabilities as of December 31, 2024.
On July 21, 2022, the Company closed on the Series 2022 Bonds, upon which the Company received aggregate proceeds of $ 135.0 million on July 21, 2022 and $ 25.0 million on August 10, 2022. In connection with the original issuance, three senior executives of the Company purchased approximately $ 10.0 million of the Series 2022 Bonds, which purchases were entered into on an arm’s length basis during the public offering for the Series 2022 Bonds, and on the same terms and conditions that were offered to all Bond purchasers. One of the related parties of the Company left the Company during the three months ended June 30, 2024 and was no longer deemed a related party following his departure. The two other related parties of the Company disposed of their holdings as of October 1, 2024. The Company paid approximately zero and $ 0.6 million in interest to these bond holders during the three and six months ended June 30, 2024, respectively, and incurred approximately $ 0.3 million and $ 0.6 million in interest for the three and six months ended June 30, 2024, respectively. Refer to “Note 15 – Long-Term Debt” included in this Quarterly Report for additional information on the Series 2022 Bonds.
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NOTE 20 – INCOME TAXES
As a result of the Business Combination, the Company became the successor of Legacy Bridger, as discussed in “ Note 1 – Organization and Basis of Presentation ” included in this Quarterly Report on Form 10-Q, which is treated as a partnership for U.S. federal income tax purposes. As a partnership, Legacy Bridger’s net income or loss is allocated among the members in accordance with the Company’s operating agreement, and federal income taxes are not payable or provided for by Legacy Bridger. Members are taxed individually on their pro rata ownership share of the Legacy Bridger’s earnings. Bridger is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to net taxable income or loss and any related tax credits of the Company. Bridger is also subject to taxes in foreign jurisdictions in which it operates.
For the three and six months ended June 30, 2025, the Company recorded tax expense of $ 0.2 million and $ 0.4 million, respectively. The effective tax rate for the three and six months ended June 30, 2025 was ( 1.3 )% and ( 2.9 )%, respectively. The effective tax rate differs from the statutory rate primarily as a result of having a full valuation allowance in the U.S., a state tax expense accrual in separate company filings with forecasted income, and the impact of forecasted loss in the foreign jurisdiction in which the Company conducts business.
For the three and six months ended June 30, 2024, the Company recorded income tax benefit of $ 0.5 million. The effective tax rate for the three and six months ended June 30, 2024 was 1.6 %.
The Company has assessed the realizability of the net deferred tax assets and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized.
The Company’s income tax filings will be subject to audit by various taxing jurisdictions. The Company will monitor the status of U.S. federal, state and local income tax returns that may be subject to audit in future periods. No U.S. federal, state and local income tax returns are currently under examination by the respective taxing authorities.
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). Among other things, OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. Refer to “Note 23 – Subsequent Events” included in this Quarterly Report for additional information on the Company’s consideration of the OBBBA.
NOTE 21 – LOSS PER SHARE
Loss per share of Common Stock is calculated in accordance with ASC 260, Earnings per share. Loss per share – basic is calculated by dividing Loss attributable to Common Stockholders - basic and diluted by the Weighted average Common Stock outstanding - basic.
Loss per share – diluted is based on the weighted average number of shares of Common Stock used for the Loss per share - basic calculation, adjusted for the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method and if-converted method, as applicable. Loss attributable to Common Stockholders – basic and diluted is adjusted for the impact of changes in the fair value of the Public Warrants and Private Placement Warrants, to the extent they are dilutive.
The following table sets forth the computation of the Company’s Loss per share:
For the Three Months Ended
June 30, For the Six Months Ended
June 30,
$s in thousands, except per share amounts 2025 2024 2025 2024
Net income (loss) $ 308 $ ( 9,981 ) $ ( 15,230 ) $ ( 30,068 )
Adjustments to Net income (loss):
Series A Preferred Stock—adjustment to maximum redemptions value ( 6,636 ) ( 6,196 ) ( 13,197 ) ( 12,385 )
Loss attributable to Common stockholders – basic and diluted $ ( 6,328 ) $ ( 16,177 ) $ ( 28,427 ) $ ( 42,453 )
Weighted average Common Stock outstanding - basic and diluted 53,878,966 48,326,688 53,846,770 47,964,465
Loss per share - basic and diluted $ ( 0.12 ) $ ( 0.33 ) $ ( 0.53 ) $ ( 0.89 )
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The following table summarizes the potentially dilutive common shares that were excluded from diluted Loss per share - diluted computations because the effect would have been anti-dilutive:
For the Three Months Ended
June 30, For the Six Months Ended
June 30,
2025 2024 2025 2024
Series A Preferred Stock 35,761,440 33,384,123 35,761,440 33,384,123
Unvested Restricted Stock Units 3,969,372 4,330,458 3,969,372 4,330,458
Public Warrants 17,249,874 17,249,874 17,249,874 17,249,874
Private Placement Warrants 9,400,000 9,400,000 9,400,000 9,400,000
Unvested Legacy Bridger Incentive Units 40,404 40,404 40,404 40,404
Sponsor Earnout Shares 855,000 855,000 855,000 855,000
NOTE 22 – SEGMENT AND GEOGRAPHIC INFORMATION
The Company operates as a single operating segment. Our revenues are primarily derived from aerial wildfire management, relief and suppression and the delivery of specialty aviation services. The Company’s Chief Executive Officer is the Company’s Chief Operating Decision Maker (“CODM”), who reviews the financial performance of the Company on a consolidated basis. The CODM uses consolidated revenues and Adjusted EBITDA to assess financial performance and allocate resources. These financial metrics are used by the CODM to make key operating decisions, such as the determination of the rate at which the Company seeks to grow revenues and operating margin and the allocation of budget between cost of revenues and selling, general & administrative expenses.
The following table presents selected financial information with respect to the Company’s single operating segment for the three and six months ended June 30, 2025 and 2024:
For the Three Months Ended
June 30, For the Six Months Ended June 30,
($s in thousands) 2025 2024 2025 2024
Revenues $ 30,751 $ 13,014 $ 46,397 $ 18,521
Cost of revenues:
Flight operations 7,856 5,106 14,108 10,115
Maintenance 10,844 4,761 21,799 8,958
Total cost of revenues 18,700 9,867 35,907 19,073
Gross income (loss) 12,051 3,147 10,490 ( 552 )
Selling, general and administrative expense 6,524 7,902 15,114 19,512
Operating income (loss) 5,527 ( 4,755 ) ( 4,624 ) ( 20,064 )
Interest expense ( 5,737 ) ( 5,854 ) ( 11,472 ) ( 11,777 )
Other income 700 144 1,299 1,303
Income (loss) before income taxes 490 ( 10,465 ) ( 14,797 ) ( 30,538 )
Income tax (expense) benefit ( 182 ) 484 ( 433 ) 470
Net income (loss) $ 308 $ ( 9,981 ) $ ( 15,230 ) $ ( 30,068 )
See the Condensed Consolidated Financial Statements for other financial information regarding the Company’s operating segment.
The CODM evaluates the Company’s financial performance based on key metrics, including revenue growth, operating income, and Adjusted EBITDA. These metrics are reviewed regularly to assess the efficiency and profitability of the Company’s operations. Additionally, significant expenses, such as cost of revenues and selling, general and administrative expenses, are closely monitored as part of the performance evaluation and resource allocation process.
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Total United States revenues were $ 25.7 million and $ 35.4 million for the three and six months ended June 30, 2025, respectively, and $ 11.2 million and $ 15.7 million for the three and six months ended June 30, 2024, respectively. Refer to “Note 2 – Summary of Significant Accounting Policies” included in this Quarterly Report on Form 10-Q for additional information about revenue by geographic location. The Company had three customers who individually accounted for 51 %, 23 % and 17 % of total revenues for the three months ended June 30, 2025, and three customers who individually accounted for 47 %, 24 % and 17 % of total revenues for the six months ended June 30, 2025. The Company had three customers who individually accounted for 61 %, 20 % and 14 % of total revenues for the three months ended June 30, 2024, and three customers who individually accounted for 63 %, 16 % and 15 % of total revenues for the six months ended June 30, 2024.
The Company's long-lived tangible assets, as well as the Company's operating lease right-of-use assets recognized on the Condensed Consolidated Balance Sheets were located as follows:
($s in thousands) As of
June 30, 2025 As of
December 31, 2024
United States $ 188,771 $ 190,560
Spain 2,098 2,017
NOTE 23 – SUBSEQUENT EVENTS
On July 4, 2025, President Trump signed into law the OBBBA. Among other things, the OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Consequently, as of the date of enactment, and during the period ended September 30, 2025, the Company will evaluate all deferred tax balances under the newly enacted tax law and identify any other changes required to its financial statements as a result of the OBBBA. The Company is still evaluating the impact of the OBBBA and the results of such evaluations will be reflected on the Company's Form 10-Q for the quarter ending September 30, 2025 .
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