1 unchanged sentence
The following discussion and analysis is intended to help you understand our business, financial condition, results of operations, liquidity and capital resources.
−Removed: The discussion and analysis should be read together with the Condensed Consolidated Financial Statements as of June 30, 2025 and December 31, 2024, for the three and six months ended June 30, 2025 and 2024, and the related notes thereto, that are included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”).
+Added: The discussion and analysis should be read together with the Condensed Consolidated Financial Statements as of September 30, 2025 and December 31, 2024, for the three and nine months ended September 30, 2025 and 2024, and the related notes thereto, that are included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”).
This discussion and analysis should also be read together with the historical audited annual Consolidated Financial Statements as of and for the years ended December 31, 2024 and 2023, included in the Annual Report on Form 10-K (the “Annual Report”).
51 unchanged sentences
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.
−Removed: We are currently evaluating the impact of the OBBBA on our business and financial statements.
+Added: In accordance with ASC 740, Accounting for Income Taxes , the impacts of the OBBBA are reflected in the Company’s results for the three and nine months ended September 30, 2025.
+Added: However, the changes did not affect the Company’s U.S.
+Added: deferred tax assets or liabilities, as the Company continues to maintain a full valuation allowance against those balances.
KEY COMPONENTS OF OUR RESULTS OF OPERATIONS
17 unchanged sentences
RESULTS OF OPERATIONS
−Removed: Comparison of the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024
−Removed: The following table sets forth our Condensed Consolidated Statements of Operations information for the three months ended June 30, 2025 and 2024 and should be reviewed in conjunction with the financial statements and notes included elsewhere in this Quarterly Report.
+Added: Comparison of the Three Months Ended September 30, 2025 to the Three Months Ended September 30, 2024
+Added: The following table sets forth our Condensed Consolidated Statements of Operations information for the three months ended September 30, 2025 and 2024 and should be reviewed in conjunction with the financial statements and notes included elsewhere in this Quarterly Report.
$s in thousands Three Months Ended
−Removed: June 30, 2025 Three Months Ended
−Removed: June 30, 2024 Period Over Period Change ($) Period Over Period Change (%)
+Added: September 30, 2025 Three Months Ended
+Added: September 30, 2024 Period Over Period Change ($) Period Over Period Change (%)
Revenues $ 67,886 $ 64,507 $ 3,379 5%
5 unchanged sentences
Selling, general and administrative expense 7,723 8,641 (918) (11%)
−Removed: Operating income (loss) 5,527 (4,755) 10,282 (216%)
+Added: Operating income 39,030 32,865 6,165 19%
Interest expense (5,802) (5,989) 187 (3%)
1 unchanged sentence
Income (loss) before income taxes 33,679 27,346 6,333 23%
−Removed: Income tax (expense) benefit (182) 484 (666) (138%)
−Removed: Net income (loss) $ 308 $ (9,981) $ 10,289 (103%)
−Removed: Revenues increased by $17.7 million, or 136%, to $30.8 million for the three months ended June 30, 2025, from $13.0 million for the three months ended June 30, 2024.
−Removed: Revenues by service offering for the three months ended June 30, 2025 and 2024 were as follows:
+Added: Income tax benefit 840 — 840 100%
+Added: Net income $ 34,519 $ 27,346 $ 7,173 26%
+Added: Revenues increased by $3.4 million, or 5%, to $67.9 million for the three months ended September 30, 2025, from $64.5 million for the three months ended September 30, 2024.
+Added: Revenues by service offering for the three months ended September 30, 2025 and 2024 were as follows:
$s in thousands Three Months Ended
−Removed: June 30, 2025 Three Months Ended
−Removed: June 30, 2024 Period Over Period Change ($) Period Over Period Change (%)
+Added: September 30, 2025 Three Months Ended
+Added: September 30, 2024 Period Over Period Change ($) Period Over Period Change (%)
Fire suppression $ 52,594 $ 50,223 $ 2,371 5%
3 unchanged sentences
Total revenues $ 67,886 $ 64,507 $ 3,379 5%
−Removed: Fire suppression revenue increased by $10.6 million, or 142%, to $18.1 million for the three months ended June 30, 2025, from $7.5 million for the three months ended June 30, 2024.
−Removed: The increase was primarily driven by increased utilization for our Super Scoopers for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
−Removed: Aerial surveillance increased by $0.5 million, or 14%, to $4.0 million for the three months ended June 30, 2025, from $3.5 million for the three months ended June 30, 2024.
−Removed: The increase was primarily driven by increased utilization for our Pilatus aircraft for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
−Removed: Maintenance repair increased by $3.5 million, or 195%, to $5.4 million for the three months ended June 30, 2025, compared to $1.8 million for the three months ended June 30, 2024.
−Removed: The increase was primarily due to the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement, and the revenues from maintenance and repair work performed by FMS, which was acquired in June 2024.
+Added: Fire suppression revenue increased by $2.4 million, or 5%, to $52.6 million for the three months ended September 30, 2025, from $50.2 million for the three months ended September 30, 2024.
+Added: The increase was primarily driven by favorable rate increases for our Super Scoopers for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
+Added: Aerial surveillance increased by $3.2 million, or 43%, to $10.8 million for the three months ended September 30, 2025, from $7.5 million for the three months ended September 30, 2024.
+Added: The increase was primarily driven by increased flight hours for our surveillance aircraft for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
+Added: Maintenance repair of $4.5 million for the three months ended September 30, 2025 and $4.4 million for the three months ended September 30, 2024 consisted of the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement, and the revenues from maintenance and repair work performed by FMS, which was acquired in June 2024.
Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.
−Removed: Other services revenue increased by $3.1 million, or 1,419%, to $3.3 million for the three months ended June 30, 2025, from $0.2 million for the three months ended June 30, 2024.
−Removed: The increase was primarily due to an increase in third-party training and flight operations services utilizing our aircraft for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
−Removed: Revenues by geographic area for the three months ended June 30, 2025 and 2024 were as follows:
+Added: Other services revenue decreased by $2.4 million, or 100%, to $8,000 for the three months ended September 30, 2025, from $2.4 million for the three months ended September 30, 2024.
+Added: The decrease was primarily due to third-party training and flight operations services utilizing our aircraft for the three months ended September 30, 2024 that did not occur for the three months ended September 30, 2025.
+Added: Revenues by geographic area for the three months ended September 30, 2025 and 2024 were as follows:
$s in thousands Three Months Ended
−Removed: June 30, 2025 Three Months Ended
−Removed: June 30, 2024 Period Over Period Change ($) Period Over Period Change (%)
+Added: September 30, 2025 Three Months Ended
+Added: September 30, 2024 Period Over Period Change ($) Period Over Period Change (%)
United States $ 65,740 $ 62,374 $ 3,366 5%
1 unchanged sentence
Total revenues $ 67,886 $ 64,507 $ 3,379 5%
−Removed: United States revenue increased by $14.5 million, or 129%, to $25.7 million for the three months ended June 30, 2025, from $11.2 million for the three months ended June 30, 2024.
−Removed: The increase for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, was primarily driven by increased utilization of our aircraft and maintenance and repair work performed by FMS, which was acquired in June 2024.
−Removed: Spain revenue increased by $3.3 million, or 180% to $5.1 million for the three months ended June 30, 2025, from $1.8 million for the three months ended June 30, 2024.
−Removed: The increase is due to the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement.
+Added: United States revenue increased by $3.4 million, or 5%, to $65.7 million for the three months ended September 30, 2025, from $62.4 million for the three months ended September 30, 2024.
+Added: The increase for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, was primarily driven by increased utilization of our aircraft and maintenance and repair work performed by FMS, which was acquired in June 2024.
+Added: Spain revenue of $2.1 million for the three months ended September 30, 2025 and 2024, is due to the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement.
Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.
Cost of Revenues
−Removed: Total cost of revenues increased by $8.8 million, or 90%, to $18.7 million for the three months ended June 30, 2025, from $9.9 million for the three months ended June 30, 2024.
+Added: Total cost of revenues decreased by $1.9 million, or 8%, to $21.1 million for the three months ended September 30, 2025, from $23.0 million for the three months ended September 30, 2024.
Flight Operations
−Removed: Flight operations expenses increased by $2.8 million, or 54%, to $7.9 million for the three months ended June 30, 2025, from $5.1 million for the three months ended June 30, 2024.
−Removed: The increase was primarily attributable to an increase in depreciation expense of $1.5 million, an increase in salaries and wages expense of $0.6 million, an increase in travel expenses of $0.4 million, an increase in training expenses of $0.1 million, an increase in aircraft license expenses of $0.1 million, and an increase in aircraft lease expense of $0.1 million, in each case for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
−Removed: Maintenance expenses increased by $6.1 million, or 128%, to $10.8 million for the three months ended June 30, 2025, from $4.8 million for the three months ended June 30, 2024.
−Removed: The increase was primarily driven by an increase in aircraft maintenance and modification expense of $5.4 million due to the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement and maintenance and repair work performed by FMS, which was acquired in June 2024.
+Added: Flight operations expenses decreased by $3.0 million, or 20%, to $12.1 million for the three months ended September 30, 2025, from $15.1 million for the three months ended September 30, 2024.
+Added: The decrease was primarily attributable to a decrease in depreciation expense of approximately $2.4 million and a decrease in salaries and wages expense of approximately $0.6 million, in each case for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
+Added: Maintenance expenses increased by $1.1 million, or 14%, to $9.0 million for the three months ended September 30, 2025, from $7.9 million for the three months ended September 30, 2024.
+Added: The increase was primarily driven by an increase in aircraft maintenance expense of approximately $1.1 million due to the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement and maintenance and repair work performed by FMS, which was acquired in June 2024.
Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.
−Removed: The increase was partially driven by an increase in salaries and wages expense of $0.7 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Selling, General and Administrative Expense
−Removed: Selling, general and administrative expense decreased by $1.4 million, or 17%, to $6.5 million for the three months ended June 30, 2025, from $7.9 million for the three months ended June 30, 2024.
−Removed: The decrease was primarily attributable to a decrease in the market value of contingent consideration of $2.8 million, a decrease in stock-based compensation of $2.7 million associated with restricted stock units (“RSUs”) issued to senior management and employees of Bridger, partially offset by an increase in the market value of the Public Warrants and Private Placement Warrants (collectively, the “Warrants”) of $2.6 million, an increase in professional services expenses of $0.6 million, an increase in amortization expense of $0.4 million, and an increase in contractor labor expense of $0.3 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
+Added: Selling, general and administrative expense decreased by $0.9 million, or 11%, to $7.7 million for the three months ended September 30, 2025, from $8.6 million for the three months ended September 30, 2024.
+Added: The decrease was primarily attributable to a decrease in stock-based compensation of $1.9 million associated with RSUs issued to senior management and employees of Bridger and a decrease in depreciation expense of approximately $0.9 million, in each case for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
+Added: The decrease was partially offset by an increase in the fair value of the Warrants of $1.9 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
Interest Expense
−Removed: Interest expense decreased by $0.1 million, or 2%, to $5.7 million for the three months ended June 30, 2025, from $5.9 million for the three months ended June 30, 2024.
+Added: Interest expense decreased by $0.2 million, or 3%, to $5.8 million for the three months ended September 30, 2025, from $6.0 million for the three months ended September 30, 2024.
The decrease was driven by lower interest rates for the Live Oak Bank Loans.
Refer to “ Note 15 – Long-Term Debt ” of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.
−Removed: Other income increased by $0.6 million, or 386%, to $0.7 million for the three months ended June 30, 2025, from $0.1 million for the three months ended June 30, 2024.
−Removed: The increase was primarily driven by a currency gain of $0.5 million and an increase in dividend income on cash equivalents of $0.1 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
−Removed: Income Tax (Expense) Benefit
−Removed: Income tax expense increased by $0.7 million to $0.2 million for the three months ended June 30, 2025, from an income tax benefit of $0.5 million for the six months ended June 30, 2024.
−Removed: The increase was due primarily to a discrete income tax benefit generated from the FMS Acquisition during 2024.
−Removed: Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024
−Removed: The following table sets forth our unaudited condensed consolidated statements of operations information for the six months ended June 30, 2025 and 2024 and should be reviewed in conjunction with the financial statements and notes included elsewhere in this Quarterly Report.
−Removed: $s in thousands Six Months Ended
−Removed: June 30, 2025 Six Months Ended
−Removed: June 30, 2024 Period Over Period Change ($) Period Over Period Change (%)
+Added: Other income of $0.5 million for the three months ended September 30, 2025 primarily consisted of dividend income on cash equivalents of $0.3 million and interest income of $0.2 million.
+Added: Other income of $0.5 million for the three months ended September 30, 2024 primarily consisted of dividend income on cash equivalents of $0.3 million and a currency gain of $0.2 million.
+Added: Income Tax Benefit
+Added: Income tax benefit of $0.8 million for the three months ended September 30, 2025 was primarily a function of the provision to return adjustments for the 2024 tax year and the impact of the change in forecast on the annualized effective tax rate.
+Added: The annualized effective tax rate is driven by estimated foreign taxes, estimated federal and state taxes, permanent book/tax differences, and the projected income or loss for the year.
+Added: Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024
+Added: The following table sets forth our unaudited condensed consolidated statements of operations information for the nine months ended September 30, 2025 and 2024 and should be reviewed in conjunction with the financial statements and notes included elsewhere in this Quarterly Report.
+Added: $s in thousands Nine Months Ended
+Added: September 30, 2025 Nine Months Ended
+Added: September 30, 2024 Period Over Period Change ($) Period Over Period Change (%)
Revenues $ 114,283 $ 83,028 $ 31,255 38%
3 unchanged sentences
Total cost of revenues 57,040 42,074 14,966 36%
−Removed: Gross income (loss) 10,490 (552) 11,042 (2000%)
+Added: Gross income 57,243 40,954 16,289 40%
Selling, general and administrative expense 22,837 28,153 (5,316) (19%)
−Removed: Operating loss (4,624) (20,064) 15,440 (77%)
+Added: Operating income 34,406 12,801 21,605 169%
Interest expense (17,274) (17,766) 492 (3%)
1 unchanged sentence
Loss before income taxes 18,882 (3,192) 22,074 (692)%
−Removed: Income tax (expense) benefit
+Added: Income tax benefit
407 470 (63) (13)%
−Removed: Net loss $ (15,230) $ (30,068) $ 14,838 (49%)
−Removed: Revenues increased by $27.9 million, or 151%, to $46.4 million for the six months ended June 30, 2025, from $18.5 million for the six months ended June 30, 2024.
−Removed: Revenues by service offering for the six months ended June 30, 2025 and 2024 were as follows:
−Removed: $s in thousands Six Months Ended
−Removed: June 30, 2025 Six Months Ended
−Removed: June 30, 2024 Period Over Period Change ($) Period Over Period Change (%)
+Added: Net income (loss) $ 19,289 $ (2,722) $ 22,011 (809%)
+Added: Revenues increased by $31.3 million, or 38%, to $114.3 million for the nine months ended September 30, 2025, from $83.0 million for the nine months ended September 30, 2024.
+Added: Revenues by service offering for the nine months ended September 30, 2025 and 2024 were as follows:
+Added: $s in thousands Nine Months Ended
+Added: September 30, 2025 Nine Months Ended
+Added: September 30, 2024 Period Over Period Change ($) Period Over Period Change (%)
Fire suppression $ 76,452 $ 61,570 $ 14,882 24%
3 unchanged sentences
Total revenues $ 114,283 $ 83,028 $ 31,255 38%
−Removed: Fire suppression revenue increased by $12.5 million, or 110%, to $23.9 million for the six months ended June 30, 2025, from $11.3 million for the six months ended June 30, 2024.
−Removed: The increase was primarily driven by increased utilization for our Super Scoopers for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
−Removed: Aerial surveillance revenue increased by $1.6 million, or 40%, to $5.7 million for the six months ended June 30, 2025, from $4.1 million for the six months ended June 30, 2024.
−Removed: The increase was primarily driven by increased utilization for our Pilatus aircraft operating for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
−Removed: Maintenance repair revenue increased by $11.0 million, or 490%, to $13.2 million for the six months ended June 30, 2025, compared to $2.2 million for the six months ended June 30, 2024.
+Added: Fire suppression revenue increased by $14.9 million, or 24%, to $76.5 million for the nine months ended September 30, 2025, from $61.6 million for the nine months ended September 30, 2024.
+Added: The increase was primarily driven by favorable rate increases for our Super Scoopers for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
+Added: Aerial surveillance revenue increased by $4.9 million, or 42%, to $16.5 million for the nine months ended September 30, 2025, from $11.6 million for the nine months ended September 30, 2024.
+Added: The increase was primarily driven by increased flight hours for our surveillance aircraft operating for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
+Added: Maintenance repair revenue increased by $11.1 million, or 168%, to $17.8 million for the nine months ended September 30, 2025, compared to $6.6 million for the nine months ended September 30, 2024.
This amount is primarily due to the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement and the new revenues from maintenance and repair work performed by FMS.
Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.
−Removed: Other services revenue increased by $2.7 million, or 328%, to $3.6 million for the six months ended June 30, 2025, from $0.8 million for the six months ended June 30, 2024.
−Removed: The increase was primarily due to third-party training and flight operations services utilizing our aircraft for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
−Removed: Revenues by geographic area for the six months ended June 30, 2025 and 2024 were as follows:
−Removed: $s in thousands Six Months Ended
−Removed: June 30, 2025 Six Months Ended
−Removed: June 30, 2024 Period Over Period Change ($) Period Over Period Change (%)
+Added: Other services revenue increased by $0.4 million, or 11%, to $3.6 million for the nine months ended September 30, 2025, from $3.2 million for the nine months ended September 30, 2024.
+Added: The increase was primarily due to third-party training and flight operations services utilizing our aircraft for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
+Added: Revenues by geographic area for the nine months ended September 30, 2025 and 2024 were as follows:
+Added: $s in thousands Nine Months Ended
+Added: September 30, 2025 Nine Months Ended
+Added: September 30, 2024 Period Over Period Change ($) Period Over Period Change (%)
United States $ 101,146 $ 78,050 $ 23,096 30%
1 unchanged sentence
Total revenues $ 114,283 $ 83,028 $ 31,255 38%
−Removed: United States revenue increased by $19.7 million, or 126%, to $35.4 million for the six months ended June 30, 2025, from $15.7 million for the six months ended June 30, 2024.
−Removed: The increase for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, was primarily driven by increased utilization of our aircraft and maintenance and repair work performed by FMS, which was acquired in June 2024.
−Removed: Spain revenue increased by $8.1 million, or 286% to $11.0 million for the six months ended June 30, 2025, from $2.8 million for the six months ended June 30, 2024.
+Added: United States revenue increased by $23.1 million, or 30%, to $101.1 million for the nine months ended September 30, 2025, from $78.1 million for the nine months ended September 30, 2024.
+Added: The increase for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, was primarily driven by increased utilization of our aircraft and maintenance and repair work performed by FMS, which was acquired in June 2024.
+Added: Spain revenue increased by $8.2 million, or 164% to $13.1 million for the nine months ended September 30, 2025, from $5.0 million for the nine months ended September 30, 2024.
The increase is due to the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement.
1 unchanged sentence
Cost of Revenues
−Removed: Total cost of revenues increased by $16.8 million, or 88%, to $35.9 million for the six months ended June 30, 2025, from $19.1 million for the six months ended June 30, 2024.
+Added: Total cost of revenues increased by $15.0 million, or 36%, to $57.0 million for the nine months ended September 30, 2025, from $42.1 million for the nine months ended September 30, 2024.
Flight Operations
−Removed: Flight operations expenses increased by $4.0 million, or 39%, to $14.1 million for the six months ended June 30, 2025, from $10.1 million for the six months ended June 30, 2024.
−Removed: The increase was primarily attributable to an increase in depreciation expense of $1.6 million, an increase in salaries and wages expense of $1.3 million, an increase in travel expenses of $0.5 million, an increase in aircraft lease expense of approximately $0.2 million, an increase in contractor labor expense of $0.2 million, an increase in training costs of $0.1 million, and an increase in aircraft license expenses of $0.1 million, in each case for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
−Removed: Maintenance expenses increased by $12.8 million, or 143%, to $21.8 million for the six months ended June 30, 2025, from $9.0 million for the six months ended June 30, 2024.
−Removed: The increase was primarily driven by an increase in aircraft maintenance and modification expense of $10.8 million due to the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement and maintenance and repair work performed by FMS, which was acquired in June 2024.
+Added: Flight operations expenses increased by $1.0 million, or 4%, to $26.2 million for the nine months ended September 30, 2025, from $25.2 million for the nine months ended September 30, 2024.
+Added: The increase was primarily attributable to an increase in travel expenses of $0.9 million, an increase in salaries and wages expense of $0.6 million, and an increase in aircraft lease expense of approximately $0.4 million, in each case for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
+Added: The increase was partially offset by a decrease in depreciation expense of $0.9 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
+Added: Maintenance expenses increased by $14.0 million, or 83%, to $30.8 million for the nine months ended September 30, 2025, from $16.8 million for the nine months ended September 30, 2024.
+Added: The increase was primarily driven by an increase in aircraft maintenance and modification expense of $12.3 million due to the return-to-service work performed on the Spanish Scoopers in connection with the MAB services agreement and maintenance and repair work performed by FMS, which was acquired in June 2024, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.
−Removed: The increase was partially driven by an increase in salaries and wages of $2.0 million, in each case for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
+Added: The increase was partially driven by an increase in salaries and wages of $3.0 million, travel expense of $0.9 million and depreciation expense of $0.5 million, in each case for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
+Added: The increase is partially offset by a decrease in subscriptions and licenses fees of $2.7 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Selling, General and Administrative Expense
−Removed: Selling, general and administrative expense decreased by $4.4 million, or 23%, to $15.1 million for the six months ended June 30, 2025, from $19.5 million for the six months ended June 30, 2024.
−Removed: The decrease was primarily attributable to the decrease in stock-based compensation of $6.5 million associated with RSUs issued to senior management and employees of Bridger and a decrease in the market value of the contingent consideration of $3.0 million.
−Removed: The decrease is partially offset by an increase in the market value of the Warrants of $3.2 million, and an increase in amortization expense of $0.8 million, an increase in professional services expenses of $0.6 million, in each case for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
+Added: Selling, general and administrative expense decreased by $5.3 million, or 19%, to $22.8 million for the nine months ended September 30, 2025, from $28.2 million for the nine months ended September 30, 2024.
+Added: The decrease was primarily attributable to the decrease in stock-based compensation of $8.6 million associated with RSUs issued to senior management and employees of Bridger and a decrease in the fair value of the contingent consideration of $3.3 million.
+Added: The decrease is partially offset by an increase in the fair value of the Warrants of $5.1 million, amortization expense of $0.7 million, professional services expenses of $0.3 million, and lease and rent expense of $0.3 million, in each case for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Interest Expense
−Removed: Interest expense decreased by $0.3 million, or 3%, to $11.5 million for the six months ended June 30, 2025, from $11.8 million for the six months ended June 30, 2024.
+Added: Interest expense decreased by $0.5 million, or 3%, to $17.3 million for the nine months ended September 30, 2025, from $17.8 million for the nine months ended September 30, 2024.
The decrease was driven by lower interest rates for the Live Oak Bank Loans.
Refer to “ Note 15 – Long-Term Debt ” of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.
−Removed: Other income of $1.3 million for the six months ended June 30, 2025 primarily consisted of dividend income on cash equivalents of $0.6 million and a currency gain of $0.5 million.
−Removed: Other income of $1.3 million for the six months ended June 30, 2024 consisted of interest income for the embedded derivative of Legacy Bridger Series C Preferred Shares of $0.8 million and a currency gain of $0.4 million.
+Added: Other income of $1.8 million for the nine months ended September 30, 2025 primarily consisted of dividend income on cash equivalents of $0.9 million, a currency gain of $0.6 million, and interest income of $0.3 million.
+Added: Other income of $1.8 million for the nine months ended September 30, 2024 consisted of interest income for the embedded derivative of Series A Preferred Stock of $1.0 million and dividend income on cash equivalents of $0.8 million.
Refer to “ Note 17 – Mezzanine Equity ” of the Notes to Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report for additional details.
−Removed: Income Tax (Expense) Benefit
−Removed: Income tax expense increased by $0.9 million, or 192%, to $0.4 million for the six months ended June 30, 2025, primarily from an income tax benefit of $0.5 million for the six months ended June 30, 2024.
−Removed: The increase was driven by a discrete benefit generated from the FMS Acquisition during 2024.
+Added: Income Tax Benefit
+Added: Income tax benefit decreased by $0.1 million, or 13%, to $0.4 million for the nine months ended September 30, 2025.
+Added: The income tax benefit for the nine months ended September 30, 2025, was primarily a function of a $0.6 million benefit for the provision to return adjustments for the 2024 tax year and a $0.2 million tax expense accrual for the 2025 tax year.
+Added: For the nine months ended September 30, 2024, the $0.5 million income tax benefit was driven by a discrete benefit recorded as part of the 2024 FMS Acquisition.
NON-GAAP FINANCIAL MEASURES
13 unchanged sentences
Our management believes that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future.
−Removed: The reconciliation of Net income (loss), the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the three months ended June 30, 2025 and 2024 is as follows:
+Added: The reconciliation of Net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the three months ended September 30, 2025 and 2024 is as follows:
$s in thousands Three Months Ended
−Removed: June 30, 2025 Three Months Ended
−Removed: June 30, 2024 Period Over Period Change ($) Period Over Period Change (%)
−Removed: Net income (loss) $ 308 $ (9,981) $ 10,289 (103%)
−Removed: Income tax expense (benefit) 182 (484) 666 (138%)
+Added: September 30, 2025 Three Months Ended
+Added: September 30, 2024 Period Over Period Change ($) Period Over Period Change (%)
+Added: Net income $ 34,519 $ 27,346 $ 7,173 26%
+Added: Income tax benefit (840) — (840) 100%
Depreciation and amortization 8,196 11,471 (3,275) (29%)
12 unchanged sentences
Adjusted EBITDA $ 49,075 $ 46,974 $ 2,101 4%
−Removed: Net income (loss) margin 6
+Added: Net income margin 6
Adjusted EBITDA margin 6
5 unchanged sentences
5 Represents one-time costs for professional service fees related to the preparation for potential offerings that have been expensed during the period.
−Removed: 6 Net income (loss) margin calculated as Net income (loss) divided by Total revenue and Adjusted EBITDA margin calculated as Adjusted EBITDA divided by Total revenue.
−Removed: The reconciliation of Net loss, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the six months ended June 30, 2025 and 2024 is as follows:
−Removed: Six Months Ended
−Removed: June 30, 2025 Six Months Ended
−Removed: June 30, 2024 Period Over Period Change ($) Period Over Period Change (%)
−Removed: Net loss $ (15,230) $ (30,068) $ 14,838 (49%)
−Removed: Income tax expense (benefit) 433 (470) 903 (192%)
+Added: 6 Net income margin calculated as Net income divided by Total revenue and Adjusted EBITDA margin calculated as Adjusted EBITDA divided by Total revenue.
+Added: The reconciliation of Net income (loss), the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA for the nine months ended September 30, 2025 and 2024 is as follows:
+Added: Nine Months Ended
+Added: September 30, 2025 Nine Months Ended
+Added: September 30, 2024 Period Over Period Change ($) Period Over Period Change (%)
+Added: Net income (loss) $ 19,289 $ (2,722) $ 22,011 (809%)
+Added: Income tax benefit (407) (470) 63 (13%)
Depreciation and amortization 14,196 14,759 (563) (4%)
12 unchanged sentences
Adjusted EBITDA $ 54,821 $ 40,237 $ 14,584 36%
−Removed: Net loss margin 6
−Removed: (33 %) (162 %)
+Added: Net income (loss) margin 6
Adjusted EBITDA margin 6
5 unchanged sentences
5 Represents one-time costs for professional service fees related to the preparation for potential offerings that have been expensed during the period.
−Removed: 6 Net loss margin calculated as Net loss divided by Total revenue and Adjusted EBITDA margin calculated as Adjusted EBITDA divided by Total revenue.
+Added: 6 Net income (loss) margin calculated as Net income (loss) divided by Total revenue and Adjusted EBITDA margin calculated as Adjusted EBITDA divided by Total revenue.
LIQUIDITY AND CAPITAL RESOURCES
+Added: Except as discussed below, the following discusses the Company’s long-term debt in effect as of September 30, 2025.
+Added: As disclosed in “Note 23 – Subsequent Events” the Company refinanced its Series 2022 Bonds on October 28, 2025.
Cash and Marketable Securities
−Removed: As of June 30, 2025, our principal sources of liquidity were cash and cash equivalents of $17.0 million which were held for working capital purposes and restricted cash of $13.8 million.
+Added: As of September 30, 2025, our principal sources of liquidity were cash and cash equivalents of $55.1 million which were held for working capital purposes and restricted cash of $9.3 million.
Restricted cash consists primarily of cash reserved for debt servicing on the Series 2022 Bonds.
1 unchanged sentence
We may receive up to $306.5 million from the exercise of the 9,400,000 private placement warrants and 17,249,874 public warrants of the Company outstanding, assuming the exercise in full of all the Warrants for cash, but not from the sale of the shares of Common Stock issuable upon such exercise.
−Removed: On June 30, 2025, the closing price of our Common Stock was $1.93 per share.
+Added: On September 30, 2025, the closing price of our Common Stock was $1.85 per share.
For so long as the market price of our Common Stock is below the exercise price of our Warrants ($11.50 per share), our Warrants remain “out-of-the money,” and holders of our Warrants are unlikely to cash exercise their Warrants, resulting in little or no cash proceeds to us.
2 unchanged sentences
We may in the future seek to raise additional funds through various potential sources, such as equity and debt financing for general corporate purposes or for specific purposes, including in order to pursue growth initiatives.
−Removed: Based on our unrestricted cash and cash equivalents balance as of June 30, 2025, and our projected cash use, we would anticipate the need to raise additional funds through equity or debt financing (or the issuance of stock as acquisition consideration) to pursue any significant acquisition opportunity, at the time of such acquisition opportunity.
+Added: Based on our unrestricted cash and cash equivalents balance as of September 30, 2025, and our projected cash use, we would anticipate the need to raise additional funds through equity or debt financing (or the issuance of stock as acquisition consideration) to pursue any significant acquisition opportunity, at the time of such acquisition opportunity.
Our ability to generate proceeds from equity financings will significantly depend on the market price of our Common Stock.
+Added: Following the refinancing discussed below effective as of October 28, 2025 (the “October 2025 Refinancing”), we have a committed cash flow revolving credit facility providing for aggregate borrowings of $21.5 million, which can be utilized for working capital and other general corporate purposes.
+Added: We believe our existing cash on hand, combined with our expected cash flows from operations and available borrowing capacity of our Credit Agreement following the refinancing, effective as of October 28, 2025, will be sufficient to meet our liquidity needs for the foreseeable future.
Series 2022 Bonds
17 unchanged sentences
In addition, the acceleration of our debt obligations may in some instances (as set forth in our Amended and Restated Charter) result in an increase in the dividend rate of the Series A Preferred Stock by 2.00% per annum from the dividend rate otherwise in effect at such time.
−Removed: 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.
−Removed: The Company is in compliance with the $8.0 million minimum liquidity requirement as of June 30, 2025.
+Added: The Company is in compliance with the DSCR covenant as of September 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.
+Added: The Company is in compliance with the $8.0 million minimum liquidity requirement as of September 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.
+Added: As described below, all obligations associated with the Series 2022 Bonds were repaid with proceeds from the October 2025 Refinancing and the Series 2022 Bonds were discharged.
Live Oak Bank Loans
Our loans with Live Oak Bank are subject to financial covenants requiring the Company to maintain a debt service coverage ratio, generally calculated as the ratio of the net cash flow (as defined in the applicable note agreements) to the amount of interest and servicing fees required to be paid over the succeeding 12 months on the principal amount of the note, as applicable, that will be outstanding on the payment date following such date of determination, that exceeds 1.25x at the aircraft or entity level and for the Company’s debt to worth ratio to not exceed 5.00x at the aircraft or entity level.
−Removed: The Company is in compliance with such financial covenants as of June 30, 2025.
−Removed: Citywide Banks Loans
−Removed: Through certain of our subsidiaries, we entered into two credit facilities with Citywide Banks (formerly known as Rocky Mountain Bank) to finance in part (i) the construction of airplane hangars on September 30, 2019 and (ii) the purchase of four Quest Kodiak aircraft on February 3, 2020.
+Added: The Company is in compliance with such financial covenants as of September 30, 2025.
+Added: As discussed below, as part of the October 2025 Refinancing, the Company repaid the Live Oak Loans.
+Added: UMB Bank Loans
+Added: Through certain of our subsidiaries, we entered into two credit facilities with UMB Bank (formerly known as Rocky Mountain Bank) to finance in part (i) the construction of airplane hangars on September 30, 2019 and (ii) the purchase of four Quest Kodiak aircraft on February 3, 2020.
In connection with such credit facilities, we also entered into various term loan and other long-term debt agreements which contain certain financial covenants, including, that we maintain (i) a debt service coverage ratio that exceeds 1.25x (generally calculated as the ratio of the net operating income over the debt service payments made or as the ratio of adjusted EBITDA over the aggregate amount of interest and principal payments, in each case, as determined in the applicable agreement) and (ii) certain senior leverage ratios that do not exceed 6.00x through the third quarter of 2025, or 5.00x thereafter (generally calculated as the ratio of the senior funded debt over EBITDA, as determined in the applicable agreement).
−Removed: The Company is in compliance with such financial covenants as of June 30, 2025.
+Added: The Company is in compliance with such financial covenants as of September 30, 2025.
+Added: As discussed below, as part of the October 2025 Refinancing, the Company repaid the credit facility related to the construction of airplane hangars.
+Added: October 2025 Refinancing
+Added: On October 28, 2025, Bridger entered into a Credit Agreement (the “Credit Agreement”).
+Added: The Credit Agreement consists of (i) initial term loans in an original aggregate principal amount equal to $210,000,000 (the “Initial Term Loans”), (ii) a revolving facility with revolving credit commitments of $21,500,000 (the “Revolver”) and (iii) a delayed draw term loan commitment in an original aggregate principal amount equal to $100,000,000 (“the DDTL”), which shall remain available until October 28, 2027.
+Added: The Initial Term Loans were funded in full on October 28, 2025, and the Initial Term Loans, the Revolver, and any loans made pursuant to the DDTL commitment mature on October 28, 2030.
+Added: Borrowings under the Credit Agreement bear interest at a rate per annum equal to, at the election of the Company, either (i) the Term SOFR rate plus 6.00% or (ii) an Alternate Base Rate (“ABR”), plus 5.00%.
+Added: The ABR is determined as the greatest of (a) the federal funds effective rate, plus 0.50%, (b) adjusted term SOFR plus 1.00%, (c) the prime rate and (d) 2.00%.
+Added: Prepayments of the loans under the Credit Agreement must include a prepayment premium equal to 3% of the amount prepaid in the first year after closing, 2% in the second year after closing and 1% in the third year after closing.
+Added: The Credit Agreement includes customary restrictive covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens, make certain acquisitions, investments, asset dispositions and restricted payments, undertake fundamental changes and enter into restrictive agreements, in each case subject to certain exceptions.
+Added: The Credit Agreement also includes certain financial covenants, including that we maintain (i) a Total Leverage Ratio not exceeding specified limits on various compliance dates, e.g., 7.00x through December 31, 2026, decreasing to 6.00x from March 31 2027 through December 31, 2026, decreasing to 5.50x from March 31, 2028, onwards (generally calculated as the ratio of consolidated total debt outstanding (calculated as consolidated total debt net unrestricted cash) to consolidated adjusted EBITDA (calculated as per the terms of the credit agreement)) and (ii) a minimum operating cash flow of not less than $30.0 million (generally calculated as consolidated adjusted EBITDA (calculated as per the terms of the credit agreement) minus consolidated capitalized expenses (calculated as per the terms of the Credit agreement)).
+Added: As of the date of the issuance of these financial statements, the Company is in compliance with such financial covenants.
+Added: The Credit Agreement includes customary events of default, and customary rights and remedies upon the occurrence of any event of default thereunder, including the right to declare any outstanding obligations under the Credit Agreement to be immediately due and payable and realize upon the collateral securing the obligations under the Credit Agreement and any related guarantees thereof.
+Added: On October 27, 2025, the Company repaid the credit facility with UMB for the construction of the Company’s airplane hangars, dated September 30, 2019.
+Added: In addition, on October 28, 2025, the Company used the proceeds from the Initial Term Loans to repay in full the outstanding balance of the following loans:
+Added: • two separate credit facilities brokered through Live Oak Bank (“LOB”), dated August 21, 2020 and October 1, 2020, and
+Added: • the Series 2022 Bonds, dated July 21, 2022.
Mezzanine and Permanent Equity
Preferred Shares
−Removed: 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.
−Removed: The Series A Preferred Stock will continue to accrue interest daily at 7% per annum for the first six years, 9% per annum for the seventh year, and 11% per annum thereafter.
−Removed: Accrued interest for the Series A Preferred Stock was $13.2 million for the six months ended June 30, 2025.
−Removed: As of June 30, 2025, it was probable that the Series A Preferred Stock may become redeemable at the holder’s option on or after March 29, 2027.
−Removed: We have elected to recognize changes in redemption value immediately, adjusting the preferred shares to the maximum redemption value at each reporting date.
−Removed: As of June 30, 2025, Series A Preferred Stock had a carrying value and redemption value of $393.4 million.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Given there is a conversion feature, which 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.
+Added: For additional information regarding the terms and conditions of the Series A Preferred Stock, see “ Note 17 – Mezzanine Equity ” for additional details.
+Added: As of September 30, 2025, it is probable that the Series A Preferred Stock may become redeemable on April 25, 2032.
+Added: As of September 30, 2025 and December 31, 2024, the Series A Preferred Stock had both a carrying value and redemption value of $400.3 million and $380.2 million, respectively.
Historical Cash Flows
−Removed: Our consolidated cash flows from operating, investing and financing activities for the six months ended June 30, 2025 and 2024 were as follows:
−Removed: $s in thousands Six Months Ended
−Removed: June 30, 2025 Six Months Ended
−Removed: June 30, 2024
−Removed: Net cash used in operating activities $ (16,215) $ (25,558)
+Added: Our consolidated cash flows from operating, investing and financing activities for the nine months ended September 30, 2025 and 2024 were as follows:
+Added: $s in thousands Nine Months Ended
+Added: September 30, 2025 Nine Months Ended
+Added: September 30, 2024
+Added: Net cash provided by (used in) operating activities $ 24,761 $ (2,834)
Net cash (used in) provided by investing activities (10,517) 3,080
3 unchanged sentences
Operating Activities
−Removed: Net cash used in operating activities was $16.2 million for the six months ended June 30, 2025, compared to Net cash used in operating activities of $25.6 million for the six months ended June 30, 2024.
−Removed: Net cash used in operating activities reflects Net loss of $15.2 million for the six months ended June 30, 2025 compared to Net loss of $30.1 million for the six months ended June 30, 2024.
−Removed: Net cash used in operating activities for the six months ended June 30, 2025 reflects add-backs to Net loss for non-cash charges totaling $8.4 million, primarily attributable to depreciation and amortization expense of $6.0 million and stock-based compensation expense of $3.7 million, and partially offset by change in fair value of earnout consideration of $2.7 million net of changes in working capital.
−Removed: Net cash used in operating activities for the six months ended June 30, 2024 reflects add-backs to Net loss for non-cash charges totaling $11.0 million, primarily attributable to stock-based compensation expense of $10.4 million and partially attributable to depreciation and amortization expense of $3.3 million, and partially offset by change in fair value of Warrants of $2.1 million net of changes in working capital.
+Added: Net cash provided by operating activities was $24.8 million for the nine months ended September 30, 2025, compared to Net cash used in operating activities of $2.8 million for the nine months ended September 30, 2024.
+Added: Net cash used in operating activities reflects Net income of $19.3 million for the nine months ended September 30, 2025 compared to Net loss of $2.7 million for the nine months ended September 30, 2024.
+Added: Net cash provided by operating activities for the nine months ended September 30, 2025 reflects add-backs to Net income for non-cash charges totaling $17.9 million, primarily attributable to depreciation and amortization expense of $14.2 million and stock-based compensation expense of $4.8 million, and change in fair value of warrants of $1.1 million and partially offset by change in fair value of earnout consideration of $2.8 million net of changes in working capital.
+Added: Net cash used in operating activities for the nine months ended September 30, 2024 reflects add-backs to Net loss for non-cash charges totaling $24.5 million, primarily attributable to depreciation and amortization expense of $14.8 million and partially attributable to stock-based compensation expense of $13.7 million, and partially offset by change in fair value of Warrants of $4.0 million net of changes in working capital.
Investing Activities
−Removed: Net cash used in investing activities was $3.9 million for the six months ended June 30, 2025, compared to Net cash provided by investing activities of $4.4 million for the six months ended June 30, 2024.
−Removed: Net cash used in investing activities for the six months ended June 30, 2025 reflects purchases of property, plant and equipment of $4.2 million, expenditures for capitalized software of $0.6 million and partially offset by sales of property, plant and equipment of $1.0 million.
−Removed: Net cash provided by investing activities for the six months ended June 30, 2024 reflects the collection of note receivable of $3.0 million, cash acquired through FMS Acquisition of $2.6 million, proceeds from sales, and maturities of marketable securities of $1.1 million partially offset by purchases of property, plant and equipment of $1.9 million.
+Added: Net cash used in investing activities was $10.5 million for the nine months ended September 30, 2025, compared to Net cash provided by investing activities of $3.1 million for the nine months ended September 30, 2024.
+Added: Net cash used in investing activities for the nine months ended September 30, 2025 reflects purchases and improvements of property, plant and equipment of $10.6 million, expenditures for capitalized software of $0.9 million and partially offset by sales of property, plant and equipment of $1.0 million.
+Added: Net cash provided by investing activities for the nine months ended September 30, 2024 reflects the collection of note receivable of $3.0 million, cash acquired through FMS Acquisition of $2.6 million, proceeds from sales, and maturities of marketable securities of $1.1 million partially offset by purchases of property, plant and equipment of $3.1 million.
Financing Activities
−Removed: Net cash used in financing activities was $2.0 million for the six months ended June 30, 2025, compared to Net cash provided by financing activities of $6.7 million for the six months ended June 30, 2024.
−Removed: Net cash used in financing activities for the six months ended June 30, 2025 primarily reflects repayments on debt of $1.6 million and restricted stock units settled in cash of $0.4 million.
−Removed: Net cash provided by financing activities for the six months ended June 30, 2024 primarily reflects proceeds from issuance of Common Stock in the registered direct offering of $9.2 million, partially offset by repayments of debt of $1.5 million.
+Added: Net cash used in financing activities was $2.9 million for the nine months ended September 30, 2025, compared to Net cash provided by financing activities of $5.4 million for the nine months ended September 30, 2024.
+Added: Net cash used in financing activities for the nine months ended September 30, 2025 primarily reflects repayments on debt of $2.4 million and restricted stock units settled in cash of $0.4 million.
+Added: Net cash provided by financing activities for the nine months ended September 30, 2024 primarily reflects proceeds from issuance of Common Stock in the registered direct offering of $9.2 million, partially offset by repayments of debt of $2.2 million, payments of issuance costs for Common Stock in offerings of $1.0 million, and restricted stock units settled in cash of $0.7 million.
Contractual Obligations
−Removed: On March 18, 2025, the Company entered into a sales agreement (“2025 ATM Agreement”) under which we may offer and sell, from time to time, shares of our Common Stock having an aggregate offering price of up to $100.0 million in negotiated transactions that are deemed to be an “at the market offering.” As of August 4, 2025, $100.0 million remains available for potential future sales under the 2025 ATM Agreement, which may be utilized for future financings under our effective shelf registration statement.
+Added: On March 18, 2025, the Company entered into a sales agreement (“2025 ATM Agreement”) under which we may offer and sell, from time to time, shares of our Common Stock having an aggregate offering price of up to $100.0 million in negotiated transactions that are deemed to be an “at the market offering.” As of November 3, 2025, $100.0 million remains available for potential future sales under the 2025 ATM Agreement, which may be utilized for future financings under our effective shelf registration statement.
Refer to “ Note 18 – Stockholders’ Deficit ” of the Notes to Consolidated Financial Statements included in this Quarterly Report for additional information.
Our principal contractual commitments consist of obligations for outstanding leases and debt.
−Removed: The following table summarizes our contractual obligations as of June 30, 2025:
+Added: The following table summarizes our contractual obligations as of September 30, 2025:
Payments Due by Period
10 unchanged sentences
As of May 30, 2025, the Company has initiated the sales process and continues the return to service work on the remaining Spanish Scoopers.
−Removed: As of the quarter ended June 30, 2025, no sale has been completed, and the process remains ongoing.
+Added: As of the quarter ended September 30, 2025, no sale has been completed, and the process remains ongoing.
+Added: Because the sale price and outcome, as well as the parties’ respective rights, duties, and obligations under the contract, remain uncertain, the Company is unable to reasonably estimate a potential loss, if any, related to this contingency.
+Added: Accordingly, no liability has been recorded in the condensed consolidated financial statements as of September 30, 2025.
+Added: The Company will continue to monitor the situation and assess the need for recognition or further disclosure in future periods.
Off-Balance Sheet Arrangements
5 unchanged sentences
However, neither entity is consolidated in the consolidated financial statements as the Company does not have a controlling financial interest in MAB and the Company is not the primary beneficiary of BAE.
−Removed: As of June 30, 2025 and December 31, 2024, we did not have any other relationships with special purpose or variable interest entities which have been established for the purpose of facilitating off-balance sheet arrangement, which have not been consolidated in the consolidated financial statements of the Company.
+Added: As of September 30, 2025 and December 31, 2024, we did not have any other relationships with special purpose or variable interest entities which have been established for the purpose of facilitating off-balance sheet arrangement, which have not been consolidated in the consolidated financial statements of the Company.
Refer to “Note 2 – Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information.
78 unchanged sentences
The Omnibus Plan expires on January 23, 2033 and authorizes 17,078,863 shares of Common Stock for grant during the life of the Omnibus Plan.
−Removed: As of June 30, 2025, 9,365,896 shares of Common Stock remain available under the Omnibus Plan.
−Removed: As of June 30, 2025, the Company has granted participants RSUs under the Omnibus Plan.
+Added: As of September 30, 2025, 9,264,913 shares of Common Stock remain available under the Omnibus Plan.
+Added: As of September 30, 2025, the Company has granted participants RSUs under the Omnibus Plan.
The fair value of RSUs is determined based on the quoted market price of the Common Stock on the date of grant.
11 unchanged sentences
As of the October 1, 2024 annual goodwill impairment test, the Company’s qualitative analysis indicated the fair value of the Company’s reporting units exceeded carrying value.
−Removed: As of June 30 2025, as a result of revised downward forecasts and updated expectations regarding the FMS reporting unit’s business performance, we noted that there were indicators of a possible impairment loss.
−Removed: Accordingly, we performed an interim quantitative impairment assessment related to the aforementioned triggering event noted on the reporting unit.
−Removed: The fair value of the reporting unit was determined using a weighted average of the income approach and market approach.
−Removed: The Company’s interim test results as of June 30, 2025 indicated that the fair values of the reporting unit exceeded the carrying value and thus, no impairment of goodwill existed.
−Removed: No goodwill impairment charges were recorded for the three and six months ended June 30, 2025 or 2024.
+Added: No goodwill impairment charges were recorded for the three and nine months ended September 30, 2025 or 2024.
Long-Lived Assets
15 unchanged sentences
Property, plant and equipment are reviewed for impairment as discussed above under “ Long-Lived Assets.
−Removed: Cost Method Investments
−Removed: We hold equity securities without a readily determinable fair value, which are only adjusted for observable price changes in orderly transactions for the same or similar equity securities or any impairment, totaling $5.0 million as of June 30, 2025 and December 31, 2024.
+Added: We hold equity securities without a readily determinable fair value, which are only adjusted for observable price changes in orderly transactions for the same or similar equity securities or any impairment, totaling $5.5 million and $5.0 million as of September 30, 2025 and December 31, 2024, respectively.
Variable Interest Entities
7 unchanged sentences
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.
−Removed: For the three and six months ended June 30, 2025 and 2024, Northern Fire Management Services, LLC, a VIE of which the Company was identified as the primary beneficiary, is consolidated into our financial statements.
+Added: For the three and nine months ended September 30, 2025 and 2024, Northern Fire Management Services, LLC, a VIE of which the Company was identified as the primary beneficiary, is consolidated into our financial statements.
Refer to “ Note 2 – Summary of Significant Accounting Policies ” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for additional information.
18 unchanged sentences
The extended transition period exemptions afforded by our emerging growth company status may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of this exemption because of the potential differences in accounting standards used.
−Removed: Refer to “ Note 2 – Summary of Significant Accounting Policies ” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the three and six months ended June 30, 2025 and the year ended December 31, 2024.
+Added: Refer to “ Note 2 – Summary of Significant Accounting Policies ” of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the three and nine months ended September 30, 2025 and the year ended December 31, 2024.
We will remain an “emerging growth company” under the JOBS Act until the earliest of (a) December 31, 2028, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the last date of our fiscal year in which we are deemed to be a “large accelerated filer” under the rules of the U.S.
43 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.