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NOTE 22 – SUBSEQUENT EVENTS
The Company evaluated its activities through the date of the filing of the Condensed Consolidated Financial Statements.
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM 10-Q
___________________________
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from___________to___________
Commission file number: 001-41603
___________________________
BRIDGER AEROSPACE GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
___________________________
Delaware88-3599336
(State or Other Jurisdiction of
Incorporation or Organization)		(I.R.S. Employer
Identification No.)
90 Aviation Lane
Belgrade, MT
59714
(Address of Principal Executive Offices)(Zip code)
(406) 813-0079
(Registrant’s telephone number, including area code)
___________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
symbol(s)		Name of each exchange
on which registered
Common Stock, $0.0001 par value per shareBAERThe Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per shareBAERWThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒  No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☐Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☒
Emerging growth company☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 8, 2024, there were 53,165,227 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.

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TABLE OF CONTENTS
Page
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Item 3.
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Item 5.
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BRIDGER AEROSPACE GROUP HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
($s in thousands, except par value amounts)
As of
June 30, 2024		As of
December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents$8,526 $22,956 
Restricted cash14,019 13,981 
Investments in marketable securities— 1,009 
Accounts and note receivable12,690 4,113 
Aircraft support parts742 488 
Prepaid expenses and other current assets2,937 2,648 
Total current assets38,914 45,195 
Property, plant and equipment, net195,391 196,611 
Intangible assets, net6,366 1,730 
Goodwill24,741 13,163 
Other noncurrent assets1
16,293 16,771 
Total assets$281,705 $273,470 
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable2
$4,516 $3,978 
Accrued expenses and other current liabilities3
16,183 17,168 
Operating right-of-use current liability4
2,153 2,153 
Current portion of long-term debt, net of debt issuance costs2,074 2,099 
Total current liabilities24,926 25,398 
Long-term accrued expenses and other noncurrent liabilities8,951 10,777 
Operating right-of-use noncurrent liability5
5,017 5,779 
Long-term debt, net of debt issuance costs6
203,586 204,585 
Total liabilities$242,480 $246,539 
COMMITMENTS AND CONTINGENCIES
MEZZANINE EQUITY
Series A Preferred Stock, $0.0001 par value; 315,789.473684 shares authorized, issued and outstanding at June 30, 2024 and December 31, 2023
367,225 354,840 
STOCKHOLDERS’ DEFICIT
Common Stock, $0.0001 par value; 1,000,000,000 shares authorized; 53,157,874 shares issued and outstanding at June 30, 2024; 44,776,926 shares issued and outstanding at December 31, 2023
6 5 
Additional paid-in capital114,623 84,771 
Accumulated deficit(443,740)(413,672)
Accumulated other comprehensive income1,111 987 
Total stockholders’ deficit(328,000)(327,909)
Total liabilities, mezzanine equity, and stockholders’ deficit$281,705 $273,470 
1Includes related party operating lease right-of-use assets of $5.7 million and $6.3 million as of June 30, 2024 and December 31, 2023, respectively.
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2Includes related party accounts payable of $0.1 million and $0.1 million as of June 30, 2024 and December 31, 2023, respectively.
3Includes related party accrued interest expense of $0.4 million as of June 30, 2024 and December 31, 2023, respectively.
4Includes related party operating lease right-of-use current liabilities of $1.7 million as of June 30, 2024 and December 31, 2023, respectively.
5Includes related party operating lease right-of-use noncurrent liabilities of $4.0 million and $4.6 million as of June 30, 2024 and December 31, 2023, respectively.
6Includes related party debt of $9.0 million and $10.0 million as of June 30, 2024 and December 31, 2023, respectively.
The accompanying notes are an integral part of these condensed consolidated financial statements.
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BRIDGER AEROSPACE GROUP HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
($s in thousands, except per share amounts)
For the Three Months Ended June 30,For the Six Months Ended June 30,
2024202320242023
Revenues1
$13,014 $11,616 $18,521 $11,981 
Cost of revenues:  
Flight operations5,106 6,299 10,115 10,032 
Maintenance4,761 4,212 8,958 7,727 
Total cost of revenues9,867 10,511 19,073 17,759 
Gross income (loss)3,147 1,105 (552)(5,778)
Selling, general and administrative expense2
7,902 15,187 19,512 48,416 
Operating loss(4,755)(14,082)(20,064)(54,194)
Interest expense3
(5,854)(5,541)(11,777)(11,206)
Other income144 601 1,303 1,693 
Loss before income taxes(10,465)(19,022)(30,538)(63,707)
Income tax benefit484 — 470 — 
Net loss$(9,981)$(19,022)$(30,068)$(63,707)
Series A Preferred Stock – adjustment for deemed dividend upon Closing— — — (48,300)
Series A Preferred Stock – adjustment to eliminate 50% multiplier— — — 156,362 
Series A Preferred Stock – adjustment to maximum redemptions value(6,196)(5,806)(12,385)(10,080)
(Loss) earnings attributable to Common stockholders - basic$(16,177)$(24,828)$(42,453)$34,275 
Change in fair value of embedded derivative— — — 224 
Dilutive adjustments to (Loss) earnings attributable to Common stockholders - basic— — — (97,982)
Loss attributable to Common stockholders - diluted$(16,177)$(24,828)$(42,453)$(63,483)
(Loss) earnings per share - basic$(0.33)$(0.55)$(0.89)$0.77 
Loss per share - diluted$(0.33)$(0.55)$(0.89)$(0.84)
Weighted average Common Stock outstanding – basic48,326,68845,388,89247,964,46544,443,930
Weighted average Common Stock outstanding – diluted48,326,68845,388,89247,964,46575,602,892
1Includes related party revenues of $0.1 million and $0.2 million for the three and six months ended June 30, 2024, respectively, and $0.1 million and $0.4 million for the three and six months ended June 30, 2023, respectively.
2Includes related party cost of revenues of $0.4 million and $1.4 million for the three and six months ended June 30, 2024, respectively, and $0.2 million and $0.3 million for the three and six months ended June 30, 2023, respectively.
3Includes related party interest expense of $0.3 million and $0.6 million for the three and six months ended June 30, 2024, respectively, and $0.3 million and $0.6 million for the three and six months ended June 30, 2023, respectively.
The accompanying notes are an integral part of these condensed consolidated financial statements.
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BRIDGER AEROSPACE GROUP HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
($s in thousands)
For the Three Months Ended June 30,For the Six Months Ended June 30,
2024202320242023
Net loss$(9,981)$(19,022)$(30,068)$(63,707)
Other comprehensive loss, net of tax
Unrealized (loss) gain on derivative instruments(22)204 94 (68)
Unrealized (loss) gain on investments in marketable securities— (28)— 291 
Reclassification of realized (gain) loss on investments in marketable securities to earnings— (208)30 (381)
Total other comprehensive (loss) income, net of tax (22)(32)124 (158)
Comprehensive loss$(10,003)$(19,054)$(29,944)$(63,865)
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)
($s in thousands)
Legacy Bridger
Series C Preferred
Shares / Series A
Preferred Stock 		Common StockAdditional
Paid-in
Capital 		Accumulated DeficitAccumulated Other Comprehensive IncomeTotal Stockholders' Deficit
ShareValue ShareValue
Balance at December 31, 2023315,789$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, 2024315,789$361,029 47,266,165$5 $83,953 $(433,759)$1,133 $(348,668)
Net loss— — — — — (9,981)— (9,981)
Unrealized loss 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, 2024315,789 $367,225 53,788,377 $6 $114,623 $(443,740)$1,111 $(328,000)
The accompanying notes are an integral part of these condensed consolidated financial statements.
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BRIDGER AEROSPACE GROUP HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
For the Six Months Ended June 30, 2023
(Unaudited)
($s in thousands)
Legacy Bridger
Series C Preferred
Shares / Series A
Preferred Stock 		Common StockAdditional
Paid-in
Capital 		Accumulated DeficitAccumulated Other Comprehensive IncomeTotal Stockholders' Deficit
ShareValue ShareValue
Balance at December 31, 2022351,789$489,022 39,081,744$4 $— $(415,304)$1,678 $(413,622)
Net loss—— —— — (44,685)— (44,685)
Unrealized loss on derivative instruments—— —— — — (272)(272)
Unrealized gain on investments on marketable securities—— —— — — 319 319 
Reclassification of realized gain on investments in marketable securities to earnings—— —— — — (173)(173)
Effect of the Closing—(156,363)4,687,5461 52,084 78,956 — 131,041 
Series A Preferred Stock adjustment to maximum redemptions value—4,274 —— (4,274)— — (4,274)
Stock based compensation—— 2,400,354— 25,597 — — 25,597 
Balance at March 31, 2023351,789$336,933 46,169,644$5 $73,407 $(381,033)$1,552 $(306,069)
Net loss— — — — — (19,022)— (19,022)
Unrealized gain on derivative instruments— — — — — — 204 204 
Unrealized loss on investments on marketable securities— — — — — — (28)(28)
Reclassification of realized gain on investments in marketable securities to earnings— — — — — — (208)(208)
Series A Preferred Stock adjustment to maximum redemptions value— 5,806 — — (5,806)— — (5,806)
Bonuses paid in Class A Common Stock— — 736,554 — 4,928 — — 4,928 
Stock based compensation— — — — 6,449 — — 6,449 
Balance at June 30, 2023351,789 $342,739 46,906,198 $5 $78,978 $(400,055)$1,520 $(319,552)
The accompanying notes are an integral part of these condensed consolidated financial statements.
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BRIDGER AEROSPACE GROUP HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
($s in thousands)
For the Six Months Ended June 30,
20242023
Cash Flows from Operating Activities:
Net loss$(30,068)$(63,707)
Adjustments to reconcile net loss to net cash used in operating activities, net of acquisition:
Loss on disposal of fixed assets237 392 
Depreciation and amortization3,288 4,986 
Impairment of long-lived assets— 627 
Stock-based compensation expense10,350 32,046 
Deferred tax benefit(490)— 
Change in fair value of the Warrants(2,132)(533)
Change in fair value of freestanding derivative— 51 
Amortization of debt issuance costs442 484 
Change in fair value of embedded derivative(885)(224)
Change in fair value of earnout consideration207 — 
Realized gain on investments in marketable securities(16)(408)
Changes in operating assets and liabilities
Accounts and note receivable1
(5,893)(11,787)
Aircraft support parts11 1,326 
Prepaid expense and other current and noncurrent assets1,245 (3,339)
Accounts payable, accrued expenses and other liabilities2
1,146 (13,359)
Net cash used in operating activities(22,558)(53,445)
Cash Flows from Investing Activities:
Proceeds from sales and maturities of marketable securities1,055 42,724 
Purchases of property, plant and equipment(1,948)(12,528)
Expenditures for capitalized software(756)— 
Investments in construction in progress – leasehold improvements— (2,445)
Sale of property, plant and equipment505 814 
Cash acquired through acquisition2,592 — 
Net cash provided by investing activities1,448 28,565 
Cash Flows from Financing Activities:
Repayments on debt(1,466)(880)
Payment of issuance costs for Common Stock in offerings(674)— 
Proceeds from issuance of Common Stock in the at-the-market offering168 — 
Proceeds from issuance of Common Stock in the registered direct offering9,169 — 
Payment of finance lease liability(13)(16)
Costs incurred related to the Closing— (6,794)
Proceeds from the Closing— 3,194 
Restricted stock units settled in cash(466)— 
Net cash provided by (used in) financing activities6,718 (4,496)
Effects of exchange rate changes— 1 
Net change in cash, cash equivalents and restricted cash(14,392)(29,375)
Cash, cash equivalents and restricted cash – beginning of the period36,937 42,460 
Cash, cash equivalents and restricted cash – end of the period$22,545 $13,085 
Less: Restricted cash – end of the period14,019 12,240 
Cash and cash equivalents – end of the period$8,526 $845 
1Includes related party accounts receivable of $0.4 million for the six months ended June 30, 2023.
2Includes related party accounts payable of $0.1 million for the six months ended June 30, 2024.
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 management, relief and suppression and delivery of firefighting services using next generation technology and sustainable and environmentally safe firefighting methods.
As of June 30, 2024, the Company owns fourteen aircraft, including six Viking CL-415EAFs (“Super Scoopers”), three Twin Commander surveillance platforms, four Daher Kodiak 100s (“Daher Kodiaks”), and one Pilatus PC-12 (“Pilatus”).
Liquidity and Going Concern
In accordance with Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements—Going Concern, the Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within 12 months after the date that these condensed consolidated financial statements are issued. This evaluation includes considerations related to the covenants contained in the Company’s loan agreements as well as the Company’s liquidity position overall.
As detailed in “Note 15 – Long-Term Debt” included in this Quarterly Report on Form 10-Q (this “Quarterly Report”), the Company’s municipal bond issuances by Legacy Bridger that closed in July and August 2022 (the “Series 2022 Bonds”) contain customary covenants and restrictions, including financial and non-financial covenants. The financial covenants require the Company to maintain a debt service coverage ratio (“DSCR”) that exceeds 1.25x, operate in such a manner to produce gross revenues so as to be at all relevant times in compliance with the DSCR covenant and to maintain liquidity of $8.0 million in the form of unrestricted cash or investments (excluding margin accounts and retirement accounts) at all times. Failure to comply with these covenants could result in an event of default, subject to certain exceptions.
For the three and six months ended June 30, 2024, the Company had an operating loss of $4.8 million and $20.1 million, respectively, net loss of $10.0 million and $30.1 million, respectively, and net cash used in operating activities of $22.6 million for the six months ended June 30, 2024. In addition, as of June 30, 2024, the Company had unrestricted cash and cash equivalents of $8.5 million.
The Company is not in compliance with the DSCR covenant as of June 30, 2024 and management anticipates the Company will continue to not be in compliance with the DSCR covenant at future quarterly measurement periods in the next 12 months, primarily attributable to the seasonal nature of our business and a less intense 2023 wildfire season. The Company is in compliance with the $8.0 million minimum liquidity requirement as of June 30, 2024. However, management anticipates that the Company may not be in compliance with the minimum liquidity requirement at future quarterly measurement periods in the next 12 months depending on the cash generated from its seasonal firefighting operations in 2024 and 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 written notice of non-compliance from the trustee and management diligently prosecutes the remediation plan to completion.
Management consulted with bond counsel on the impact of covenant violations and proactively developed a cost reduction plan, and began implementing the plan in November 2023, to help remedy the anticipated covenant breaches in 2024. However, this plan is still in progress and there is no assurance that management will be able to diligently prosecute the remediation plan to completion. Additionally, as described in further detail in “Note 18 – Stockholders’ Deficit,” the Company raised additional cash through a registered direct equity offering in April 2024 resulting in net cash proceeds of approximately $9.2 million. However, depending on the cash generated from its seasonal firefighting operations in 2024 and 2025, there may be periods in the next 12 months where the Company may not be in compliance with the $8.0 million minimum liquidity requirement. The Company may seek to raise additional cash through sales of Bridger’s common stock, par value $0.0001 (“Common Stock”), through our at-the-market offering, described in further detail in “Note 18 – Stockholders’ Deficit” included in this Quarterly Report, and other offerings. Our ability to raise additional funds will depend on, among other factors, financial, economic and market conditions, many of which are outside of our control and there can be no assurance that we will be able to obtain additional funding on satisfactory terms or at all.
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Current and anticipated noncompliance with financial covenants and uncertainty regarding the Company’s ability to diligently prosecute the cost reduction plan and maintain minimum liquidity requirements raise substantial doubt about the Company’s ability to continue as a going concern within 12 months following the issuance date of the condensed consolidated financial statements as of and for the three and six months ended June 30, 2024. These condensed consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
Basis of Presentation
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.
The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are adequate to prevent the information presented from being misleading.
In the opinion of management, all adjustments necessary to fairly present the financial position of the Company at June 30, 2024 and December 31, 2023, the results of the Company’s operations for the three and six months ended June 30, 2024 and 2023 and the Company’s cash flows for the three and six months ended June 30, 2024 and 2023 have been included and are of a normal, recurring nature except as otherwise disclosed. Management also has evaluated the impact of events occurring after June 30, 2024 up to the date of issuance of these condensed financial statements, and these statements contain all necessary adjustments and disclosures resulting from that evaluation.
Due to seasonal fluctuations and other factors, the Company’s operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or for any future period. The condensed financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023.
Reverse Recapitalization
On January 24, 2023 (the “Closing Date”), Jack Creek Investment Corp (“JCIC”) completed the reverse recapitalization (the “Closing” and the “Reverse Recapitalization”) with the Company’s predecessor, Bridger Aerospace Group Holdings, LLC and its subsidiaries (collectively, “Legacy Bridger”), which operated the majority of the historical business and was identified as the acquirer and predecessor upon the consummation of the transactions contemplated by the agreement and plan of merger (the “Transaction Agreements”) entered into on August 3, 2022. On the Closing Date, pursuant to the Transaction Agreements, JCIC and Legacy Bridger became wholly owned subsidiaries of a new public entity that was renamed Bridger Aerospace Group Holdings, Inc, and JCIC shareholders and Legacy Bridger equity holders converted their equity ownership in JCIC and Legacy Bridger, respectively, into equity ownership in Bridger.
Upon the consummation of the Reverse Recapitalization, Bridger issued Common Stock to the Legacy Bridger equity holders and Series A Preferred Stock (as defined below) as summarized below:
•the surrender and exchange of all 606,061 Legacy Bridger incentive units (“Incentive Units”) into 583,308 shares of 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
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•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.
In connection with the Reverse Recapitalization, the Company paid transaction costs of $10.3 million as of the Closing.
The transactions contemplated by the Transaction Agreements were accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, JCIC was treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Bridger represent a continuation of the financial statements of Legacy Bridger with the Reverse Recapitalization treated as the equivalent of Legacy Bridger issuing stock for the net assets of JCIC, accompanied by a recapitalization. The net assets of JCIC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Recapitalization will be those of Legacy Bridger in future reports of Bridger.
Legacy Bridger has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
•Legacy Bridger equity holders have a relative majority of the voting power of Bridger;
•Bridger’s board of directors (the “Board”) has eleven members, and representatives or designees of the Legacy Bridger equity holders comprise the majority of the members of the Board;
•Legacy Bridger’s senior management comprise the senior management roles and are responsible for the day-to-day operations of Bridger;
•Bridger assumed Legacy Bridger’s name of business;
•The strategy and operations of Bridger continue Legacy Bridger’s former strategy and operations; and
•The Reverse Recapitalization created an operating public company, with management continuing to use Legacy Bridger operations to grow the business.
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The Sponsor Earnout Shares are determined to be equity classified instruments of Bridger and the Public Warrants and Private Placement Warrants are determined to remain liability classified instruments upon the Closing.
In accordance with guidance applicable to these circumstances, the equity structure has been recast in all comparative periods up to the Closing to reflect the number of shares of Common Stock issued to Legacy Bridger’s stockholders in connection with the Reverse Recapitalization. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Bridger’s common stock prior to the Reverse Recapitalization have been retroactively recast as shares of Common Stock using the Exchange Ratio.
On January 25, 2023, shares of the Company’s Common Stock began trading on the Nasdaq Global Market under the ticker symbol “BAER.”
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The Company consolidates those entities in which it, through the existing owners, has control over significant operating, financial or investing decisions of the entity. All significant intercompany balances and transactions have been eliminated in consolidation.
Variable Interest Entities
The Company follows ASC 810-10-15, 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, 2024 and 2023 and the year ended December 31, 2023, and all intercompany expenses associated with NFMS, LLC and its service agreement have been eliminated in consolidation. For the three and six months ended June 30, 2024 and 2023, NFMS, LLC’s assets and liabilities were immaterial to the Company’s financial statements.
Bridger Aerospace Europe, S.L.U. (“BAE”) and MAB Funding, LLC (“MAB”): On November 17, 2023, we entered into a series of agreements designed to facilitate the purchase and return to service of four Canadair CL-215T Amphibious Aircraft (the “Spanish Scoopers”) originally awarded to our wholly-owned subsidiary, BAE, in September 2023 via a public tender process from the Government of Spain for €40.3 million. Under the terms of the agreements, we agreed to sell the entire outstanding equity interest in BAE to MAB and purchase $4.0 million of non-voting Class B units of MAB. We also entered into a services agreement with MAB whereby we will manage the return to service upgrades of the Spanish Scoopers through our wholly-owned Spanish subsidiary, Albacete Aero, S.L., while they are owned and funded by MAB. The service agreement also provides that we have the right, but not the obligation, to acquire each Spanish Scooper as it is ready to be contracted and returned to service. The Company assessed both MAB and BAE for variable interest entity accounting under ASC 810-10-15 and determined that MAB is a voting interest entity and BAE is a variable interest entity. However, neither entity is consolidated in the consolidated financial statements as the Company does not have a controlling financial interest in MAB and the Company is not the primary beneficiary of BAE. Accordingly, neither of these entities have been consolidated in the consolidated financial statements of the Company for the three and six months ended June 30, 2024 and the year ended December 31, 2023. Refer to “Note 16 – Commitments and Contingencies” included in this Quarterly Report for additional details.
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Seasonality
The Company’s business is generally seasonal, with a significant portion of total revenue occurring during the second and third quarters of the fiscal year due to the North American fire season. However, the weather dependency and seasonal fluctuation in the need to fight wildfires based upon location and the varying intensity of the fire season may lead our operating results to fluctuate significantly from quarter to quarter and year to year.
Use of Estimates
The preparation of financial statements in conformity with GAAP, requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities, disclosure of gain or loss contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from their estimates and such differences could be material to the condensed consolidated financial statements. Significant items subject to such estimates and assumptions include: (a) excess and aging aircraft support parts reserves, (b) allowance for doubtful accounts, (c) useful lives of property, plant and equipment, net, (d) allocation of the purchase price to the fair value of assets acquired and liabilities assumed, (e) impairment of long-lived assets, goodwill and other intangible assets, (f) disclosure of fair value of financial instruments, (g) variable interest entities, (h) accounting for Series A Preferred Stock, (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.
Accounts and Note Receivable
Accounts receivable consist of amounts due from our customers. The Company maintains an allowance for doubtful accounts equal to the estimated losses expected to be incurred based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. For the three and six months ended June 30, 2024 and 2023, the Company did not record any bad debt expense as accounts receivable have historically been collected in accordance with the policy and there is no history of write-offs.
Note receivable consists of a promissory note to pay a specific sum, with interest, within a defined period. Each reporting period, the Company evaluates the collectability of the outstanding note receivable balance. If the promissory note is deemed uncollectible, the Company will record the value of the note and the accrued interest as bad debt expense.
Deferred Offering Costs
Deferred offering costs primarily consist of capitalized legal, accounting and other third-party costs incurred that are directly related to the Reverse Recapitalization, which has been accounted for as a reverse recapitalization. These costs were charged to Stockholders’ deficit as a reduction of Additional paid-in capital generated upon the completion of the Reverse Recapitalization. As of June 30, 2024 and December 31, 2023, the Company recorded $19.6 million and $18.0 million to Stockholders’ deficit in the Condensed Consolidated Balance Sheets, respectively. For the three and six months ended June 30, 2023, the Company recorded zero and $0.5 million, respectively, to Selling, general and administrative expense in the Condensed Consolidated Statements of Operations.
Revenue Recognition
Revenues are recognized when control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services.
The Company charges daily and hourly rates depending upon the type of firefighting services rendered and under which contract the services are performed. These services are primarily split into flight revenue and standby revenue. Flight revenue is primarily earned at an hourly rate when the engines of the aircraft are started and stopped upon request of the customer, tracked via flight logs for Super Scoopers or a Hobbs meter for other aircraft. Standby revenue is earned primarily as a daily rate when aircraft are available for use at a fire base, awaiting request from the customer for flight deployment.
The Company enters into short, medium and long-term contracts with customers, primarily with government agencies during the firefighting season, to deploy aerial fire management assets. Revenue is recognized when performance obligations under the terms of a contract with our customers are satisfied and payment is typically due within 30 days of invoicing. Invoicing occurs as the services are rendered and includes the use of the aircraft, pilot and field maintenance personnel to support the contract.
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Contracts are based on either a Call-When-Needed (“CWN”) or Exclusive Use (“EU”) basis. Rates established are generally more competitive based on the security of the revenue from the contract (i.e., an EU versus only on an as-needed basis in CWN). These rates are delineated by the type of service, generally flight time or time available for deployment. Once an aircraft is deployed on a contract the fees are earned at these rates, the aircraft cannot be obligated to another customer. Contracts have no financing components and consideration is at pre-determined rates. No variable considerations are constrained within the contracts.
The transaction prices are allocated on the service performed and tracked real-time by each operator in a duty log. On at least a monthly basis, the services performed and rates are validated by each customer. Acceptance by the customer is evidenced by their funded task order or accepted invoice.
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.
Our contract assets include costs and estimated earnings in excess of billings as well as amounts due under contractual provisions. Costs and estimated earnings in excess of billings represent amounts earned and reimbursable under contracts and have a conditional right for billing and payment such as achievement of milestones or completion of the project. Contract assets are recorded as unbilled receivable within Accounts and note receivable in the Condensed Consolidated Balance Sheets. When the right to consideration is unconditional, which is when payment is due only upon the passage of time and the Company has invoiced customers for performance obligations that have been satisfied, contract assets are considered to be accounts receivable. Contract liabilities are recorded when cash payments are received or due in advance of performance and are recorded as deferred revenue within Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.
Payment terms vary by customer and type of revenue contract. The Company generally expects that the period of time between payment and transfer of promised goods or services will be less than one year. In such instances, the Company has elected the practical expedient to not evaluate whether a significant financing component exists. As the Company has a right to consideration from customers in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date, the Company has applied the practical expedient to recognize revenue in the amount to which we have the right to invoice. As permitted under the practical expedient available under ASC 606, Revenue from Contracts with Customers (“ASC 606”), the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for which the Company recognizes revenue at the amount which it has the right to invoice for services performed.
Other revenue consists of leasing revenues for facilities as well as external repair and return-to-service work performed on customer aircraft. The Company commonly contracts with third-parties to perform certain repair and return-to-service work that we have promised in our customer agreements. The Company considers itself the principal in these arrangements as we control the timing and nature of the services ultimately provided by the third-party to the customer.
Other services and Other revenue presented in the tables below for the three and six months ended June 30, 2024 includes $1.8 million and $2.8 million, respectively, of return-to-service revenue associated with the Spanish Scoopers. This revenue is recognized over time using a cost-to-cost measure because it best depicts the transfer of value to the customer and also correlates with the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised services to the customer. Under the cost-to-cost measure of progress, progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues are recorded proportionally as costs are incurred.
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 thousands2024202320242023
Fire suppression$7,466 $10,449 $11,347 $10,449 
Aerial surveillance3,514 1,124 4,097 1,124 
Other services2,034 43 3,077 408 
Total revenues$13,014 $11,616 $18,521 $11,981 
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The following table presents the disaggregation of revenue by type:
For the Three Months Ended June 30,For the Six Months Ended June 30,
$s in thousands2024202320242023
Flight revenue$4,483 $5,794 $5,396 $5,794 
Standby revenue6,511 5,136 9,979 5,136 
Other revenue2,020 686 3,146 1,051 
Total revenues$13,014 $11,616 $18,521 $11,981 
Concentration Risk
For the three months ended June 30, 2024, the Company had three customers who individually accounted for 61%, 20%, and 14% of total revenues, respectively. For the six months ended June 30, 2024, the Company had three customers who individually accounted for 63%, 16%, and 15% of total revenues, respectively. For the three months ended June 30, 2023, the Company had three customers who individually accounted for 41%, 30%, and 27% of total revenues, respectively. For the six months ended June 30, 2023, the Company had three customers who individually accounted for 39%, 30%, and 26% of total revenues, respectively. As of June 30, 2024, two customers accounted for 40% and 33% of accounts receivable, respectively. As of December 31, 2023, three customers accounted for 39%, 34% and 19% of 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, representing an obligation of the acquirer to transfer additional assets or equity interests to the seller if future events occur or conditions are met, is recognized when probable and reasonably estimable. Contingent consideration recognized is included in the initial cost of the assets acquired and recorded in Accrued expenses and other current liabilities and Long-term accrued expenses and other noncurrent liabilities 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.
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 Loss in which the hedged items are recorded in the same period the hedged items affect earnings.
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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 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”) issued in connection with the Reverse Recapitalization 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 for additional details.
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. Bridger is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to net taxable income or loss and any related tax credits of the Company. Bridger is also subject to taxes in foreign jurisdictions in which it operates.
The Company provides for income taxes and the related accounts under the asset and liability method. Income tax benefit, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. The Company is subject to income taxes predominantly in the U.S. These tax laws are often complex and may be subject to different interpretations.
Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities and are measured using the enacted tax rates expected to be in effect during the year in which the basis difference reverses. In evaluating the ability to recover its deferred tax assets within the jurisdiction from which they arise, the Company considers all available positive and negative evidence. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if Bridger determines that it is more likely than not that all or part of the deferred tax asset will become realizable.
(Loss) Earnings Per Share
Basic (loss) earnings per share is based on the weighted average number of shares of Common Stock outstanding during the period. Diluted loss per share is based on the weighted average number of shares of Common Stock used for the basic (loss) earnings per share calculation, adjusted for the dilutive effect of restricted stock units (“RSUs”), Warrants and Incentive Units, if any, using the “treasury stock” method, the Series A Preferred Stock that is convertible into shares of Common Stock, and the Sponsor Earnout Shares that will fully vest upon certain stock price metrics being achieved. In addition, loss for diluted loss per share is adjusted for the after-tax impact of changes to the fair value of the Warrants, to the extent they are dilutive.
As noted above, the Company accounted for the Closing as a reverse recapitalization. (Loss) earnings per share calculations for all periods prior to the Closing have been retrospectively adjusted by the Exchange Ratio for the equivalent number of shares of Common Stock outstanding immediately after the Closing to effect the reverse recapitalization. Subsequent to the Closing, (loss) earnings per share is calculated based on the weighted average number of shares of Common Stock outstanding.
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Collaboration Agreements
The Company analyzes its collaboration arrangement to assess if it is within the scope of ASC 808, Collaborative Agreements, by determining whether such an arrangement involves joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. If the Company concluded that it has a customer relationship with its collaborator, the collaboration arrangement would be accounted for under ASC 606.
Stock-Based Compensation
The Company accounts for its stock-based compensation in accordance with provisions of ASC 718, Compensation-Stock Compensation, at the grant date fair value.
Legacy Bridger granted Incentive Units which contain service and performance vesting conditions to select board members and an executive officer. Compensation cost for Incentive Units is measured at their grant-date fair value and is equal to the value of the Legacy Bridger’s Class D Common shares, which was estimated using an option pricing model. Compensation cost for service-based units is recognized over the requisite service period on a straight-line basis. For performance related units, expense is recognized when the performance related condition is considered probable.
In connection with the Closing, the Company along with the Board established and approved and assumed the Omnibus Plan which allowed the Company to grant RSUs to Bridger employees (the “Participants”). Upon satisfying the vesting conditions, each RSU provides the Participants the right to receive one share of Common Stock. The fair value of RSUs is determined based on the number of shares granted and the quoted market price of the Common Stock on the date of grant. Compensation cost for the RSUs is recognized as the performance condition of the Closing of the transaction was met and over the requisite service period based on the graded-vesting method. The Company accounts for forfeitures as they occur. Stock-based compensation is included in both Cost of revenues and Selling, general and administrative expense in the Condensed Consolidated Statements of Operations.
Recent Accounting Pronouncements
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update enhances the transparency and decision usefulness of income tax disclosures to provide investors information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This new guidance is effective for the Company for its fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of adopting the new accounting guidance on the Company’s condensed consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update expands annual and interim reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This new guidance is effective for the Company for its fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company does not expect the adoption of this standard to have a material impact on the Company’s condensed consolidated financial statements.
In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the codification. The effective date for each amendment will be the date on with the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited. The Company is currently evaluating the impact of adopting the new accounting guidance on the Company’s condensed consolidated financial statements.
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NOTE 3 – SUPPLEMENTAL CASH FLOW INFORMATION
For the Six Months Ended June 30,
$s in thousands20242023
Interest paid$11,626 $11,489 
Fixed assets in accounts payable27 1,841 
Conversion of promissory note to Common Stock— 897 
Series A Preferred Stock - adjustment for deemed dividend upon Closing— 48,300 
Series A Preferred Stock - adjustment to eliminate 50% multiplier— 156,362 
Series A Preferred Stock - adjustment to maximum redemption value12,385 10,080 
Non-cash operating and financing activities:
Offering costs included in accounts payable, accrued expense and other liabilities$332 $— 
Purchase consideration of Ignis acquisition paid in Common Stock (Note 12)
5,000 — 
Purchase consideration of FMS acquisition paid in Common Stock19,023 — 
Assumption of JCIC liabilities— 7,464 
Recognition of Warrant liabilities— 5,863 
Cancellation of deferred underwriting fee— 1,500 
Recognition of new right-of-use asset and corresponding operating lease liability— 1,093 
Bonuses paid in Common Stock— 4,928 
Deferred offering costs included in accrued expenses and other current liabilities— 388 
NOTE 4 – CASH EQUIVALENTS AND INVESTMENTS IN MARKETABLE SECURITIES
The investments in marketable securities are classified as available-for-sale debt securities with short-term maturities of less than one year. The fair values, gross unrealized gains and losses of the available-for-sale securities by type are as follows:
As of
June 30, 2024		As of
December 31, 2023
($s in thousands)Carrying Value
Cash equivalents:
Commercial paper$— $1,974 
Money market fund8,167 11,208 
Total cash equivalents$8,167 $13,182 
Restricted cash:
Money market fund$14,019 $13,981 
As of December 31, 2023
$s in thousandsPurchase
Price		Unrealized
Gains		Unrealized
Losses		Fair Value
Investment in marketable securities:
Government securities$999 $10 $— $1,009 
Total marketable securities$999 $10 $— $1,009 
The net unrealized gain included in Accumulated other comprehensive income for the three and six months ended June 30, 2024 is zero, respectively. The net unrealized (loss) gain included in Accumulated other comprehensive income for the three and six months ended June 30, 2023 is $(28,000) and $0.3 million, respectively.
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The proceeds from sales of available-for-sale securities and gross realized gains included in earnings for the six months ended June 30, 2024 and 2023 are $1.1 million and zero, respectively, and $42.7 million and $0.4 million, respectively. The Company determines gains and losses using the first-in first-out method. The (gain) loss reclassified out of Accumulated other comprehensive income for the three and six months ended June 30, 2024 is zero and $30,000, respectively. The gain reclassified out of Accumulated other comprehensive income for the three and six months ended June 30, 2023 was $0.2 million and $0.4 million, respectively.
NOTE 5 – ACCOUNTS AND NOTE RECEIVABLE
Accounts and note receivable consist of the following:
$s in thousandsAs of June 30,
2024		As of December 31,
2023
Trade accounts receivable$11,408 $681 
Unbilled receivable1,023 — 
Note receivable— 3,000 
Other259 432 
Total accounts and note receivable$12,690 $4,113 
Unbilled receivable consists of earned revenue that has not yet been billed. In September 2023, the Company entered into a secured promissory note in the amount of $3.0 million. This note accrued interest at a rate of 8.5% per annum and was paid in January 2024. Other receivable consists primarily of value-added taxes paid in 2023 and expected to be refunded in 2024.
NOTE 6 – AIRCRAFT SUPPORT PARTS
Aircraft support parts consist of the following:
$s in thousandsAs of June 30,
2024		As of December 31,
2023
Repairables and expendables$477 $488 
Other265 — 
Total aircraft support parts$742 $488 
NOTE 7 – PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consist of the following:
$s in thousandsAs of June 30,
2024		As of December 31,
2023
Prepaid insurance$1,488 $1,324 
Prepaid subscriptions1,204 1,115 
Deposits182 120 
Other63 89 
Total prepaid expenses and other current assets$2,937 $2,648 
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NOTE 8 – PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consist of the following:
$s in thousandsAs of June 30,
2024		As of December 31,
2023
Aircraft$185,797 $186,167 
Less: Accumulated depreciation(27,420)(25,656)
Aircraft, net158,377 160,511 
Leasehold improvements36,536 35,941 
Vehicles and equipment4,338 2,993 
Construction-in-progress - Leasehold improvements5 5 
Finance lease right-of-use asset121 121 
Licenses235 235 
Capitalized software and development costs30 — 
Less: Accumulated depreciation(4,251)(3,195)
Leasehold improvements and equipment, net37,014 36,100 
Total property, plant and equipment, net$195,391 $196,611 
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. For the three and six months ended June 30, 2023, the Company recorded $3.0 million and $4.0 million of depreciation expense in Cost of revenues, respectively, and $0.2 million and $0.9 million of depreciation expense in Selling, general and administrative expense, respectively.
Aircraft are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. In 2023, the Company noted that increasing maintenance costs associated with one of our Twin Commander aircraft indicated that these aircraft were not viable contract operating planes, resulting in anticipated cash flow losses as a result of being unable to generate revenues from these aircraft. The Company believes the lack of cash flow and continued maintenance expenditures render the carrying amount of the aircraft unrecoverable. For the three and six months ended June 30, 2024, the Company recorded no impairment charges. For the three and six months ended June 30, 2023, the Company recorded associated impairment charges of $0.6 million in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations, respectively.
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 on the Condensed Consolidated Statements of Operations. For the three and six months ended June 30, 2023, the Company recorded losses on disposal of assets of $0.3 million and $0.4 million, respectively, in Selling, general and administrative expense on the Condensed Consolidated Statements of Operations.
For the three and six months ended June 30, 2023, capitalized interest to property, plant and equipment from debt financing was $0.4 million and $0.8 million, respectively.
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NOTE 9 – ACQUISITION ACTIVITY
2024 Acquisition Activity
On June 28, 2024, the Company completed the acquisition of all the equity interests of Flight Test & Mechanical Solutions, Inc. (“FMS” and the “FMS Acquisition”), a turn-key provider of airframe modification and integration solutions for government and commercial customers including instrumentation, flight testing and airworthiness certification, for total consideration of $21.2 million, payable in unregistered shares of Bridger’s Common Stock, consisting of $19.0 million payable at closing. At closing, 3,728,945 restricted shares of Common Stock were issued to the former stockholders of FMS (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 remaining $2.2 million of Common Stock consideration that is contingent upon the achievement of certain earnout conditions and, assuming achievement of such conditions, will be issued to the former stockholders of FMS in 2025 and 2026 with the price per share determined based upon a trailing 90-day VWAP of the Common Stock at the time of each issuance. The maximum number shares of Common Stock issuable to the FMS shareholders as contingent earnout consideration will not exceed 5,892,509 shares in the aggregate. All of the shares of Common Stock to be issued in the FMS Acquisition will be subject to transfer restrictions for an 18-month period after each issuance, with the transfer restrictions expiring with respect to 1/18th of the total shares of Common Stock each month over the 18-month period after each issuance.
None of the shares of Common Stock issued or issuable in connection with the FMS Acquisition were registered under the Securities Act of 1933, as amended (the “Securities Act”), on the FMS Acquisition date in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. Recipients of shares of Common Stock in connection with the FMS Acquisition will have customary resale registration rights with respect to such shares of Common Stock pursuant to the terms and conditions of the FMS Acquisition.
The Company accounted for the FMS Acquisition under the acquisition method of accounting and has reported the results of operations of the FMS Acquisition as of the respective date of the FMS Acquisition. The Company based the estimated fair values of intangible assets on an income approach utilizing the relief from royalties and excess earnings methods. The income approach utilizes management’s estimates of future operating results and cash flows using a weighted average cost of capital that reflects market participant assumptions. For all other assets acquired and liabilities assumed, the fair value reflects the carrying value of the asset or liability due to their short maturity. The Company recorded the excess of the fair value of the consideration transferred in the FMS Acquisition over the fair value of net assets acquired as goodwill. The goodwill reflects our expectations of favorable future growth opportunities.
The Company has not presented pro forma combined results for the FMS Acquisition because the impact on previously reported statements of operations was not material.
The Company has performed a preliminary valuation analysis of the fair market value of the assets acquired and liabilities assumed in the FMS Acquisition. The preliminary purchase price allocation will be subject to further refinement as management continues to implement the Company’s accounting policies and refine its estimates and assumptions based on the information available at the acquisition date. The allocations of acquired intangible assets, goodwill, deferred taxes, and the analysis around revenue and accounting policy alignment are being finalized. These refinements may result in material changes to the estimated fair value of assets acquired and liabilities assumed. The estimated useful lives of acquired intangible assets are also preliminary. The final purchase price allocation will be determined when the Company has completed and fully reviewed the detailed valuations. The purchase price allocation adjustments can be made throughout the end of the Company’s measurement period, which is not to exceed one year from the acquisition date.
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The following table summarizes the preliminary purchase price allocation:
$s in thousandsPurchase Price Allocation
Cash and cash equivalents$2,592 
Accounts receivable1
2,684 
Inventory265 
Prepaid expenses and other current assets124 
Intangible assets, net3,900 
Property, plant and equipment, net1,014 
Other noncurrent assets838 
Accounts payable(259)
Dividends payable(800)
Deferred revenue(90)
Accrued expenses and other current liabilities(170)
Deferred tax liability(490)
Total identifiable net assets9,608 
Goodwill11,578 
Total purchase price$21,186 
1     Balance includes $1.0 million in unbilled receivable.
Goodwill of $11.6 million arising from the FMS Acquisition is primarily attributable to the assembled workforce of FMS and expected synergies from combining operations. None of the acquired goodwill is expected to be deductible for income tax purposes. Acquired intangible assets consist of the following:
•Trade name: expected to be amortized over its useful life of 9.5 years as of the date of the FMS Acquisition. The fair value of the trade name was determined using the relief from royalty method.
•Customer relationships: expected to be amortized over its useful life of 3.5 years as of the date of the FMS Acquisition. The fair value of the customer relationships were determined using the multi-period excess earnings method.
•Contracts: expected to be amortized over its useful life of 5.5 years when placed into service. The fair value of the contracts were determined using the multi-period excess earnings method.
2023 Acquisition Activity
On September 12, 2023, the Company completed the acquisition of all the outstanding equity interests of Ignis Technologies, Inc. (“Ignis” and the “Ignis Acquisition”), a fire technology company developing mission-critical intelligence and technology solutions for firefighting organizations, for total consideration of $11.6 million, payable in unregistered shares of Bridger’s Common Stock, consisting of $3.3 million payable at closing. At closing, 426,531 restricted shares of Common Stock were issued to the Ignis shareholders (determined based upon a VWAP) of the Common Stock for the 30 consecutive trading days ended September 11, 2023). The remaining $3.3 million of Common Stock consideration is contingent upon the achievement of certain operational milestones and, assuming achievement of such milestones, will be issued to the Ignis shareholders in 2025 and 2026, with the price per share determined based upon a trailing 120-day VWAP of the Common Stock at the time of each issuance. The maximum number of shares of Common Stock issuable to the Ignis shareholders as contingent earnout consideration will not exceed 8,399,198 shares in the aggregate. All of the shares of Common Stock to be issued in the Ignis Acquisition will be subject to transfer restrictions for a 12-month period after each issuance, with 1/12th of the total shares of Common Stock vesting each month over the one-year period after each issuance.
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.
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The Company accounted for the Ignis Acquisition under the acquisition method of accounting and has reported the results of operations of the Ignis Acquisition as of the respective date of the Ignis Acquisition. The Company based the estimated fair values of intangible assets on an income approach utilizing the relief from royalties model. The income approach utilizes management’s estimates of future operating results and cash flows using a weighted average cost of capital that reflects market participant assumptions. For all other assets acquired and liabilities assumed, the fair value reflects the carrying value of the asset or liability due to their short maturity. The Company recorded the excess of the fair value of the consideration transferred in the Ignis Acquisition over the fair value of net assets acquired as goodwill. The goodwill reflects our expectations of favorable future growth opportunities. The Company expects that substantially all of the goodwill will not be deductible for federal income tax purposes.
The Company has not presented pro forma combined results for the Ignis Acquisition because the impact on previously reported statements of operations was not material.
As of December 31, 2023, the Company finalized the purchase accounting for the Ignis Acquisition. The following table summarizes the final purchase price allocation:
$s in thousandsPurchase Price Allocation
Cash and cash equivalents$3 
Intangible assets, net1,300 
Accounts payable(37)
Long-term accrued expenses and other noncurrent liabilities(67)
Deferred tax liability(314)
Total identifiable net assets885 
Goodwill10,676 
Total purchase price$11,561 
Goodwill of $10.7 million arising from the Ignis Acquisition is primarily attributable to the assembled workforce of Ignis and expected synergies from combining operations. None of the acquired goodwill is expected to be deductible for income tax purposes. Acquired intangible assets consist entirely of in-process research and development (“IPR&D”) and is expected to be amortized over its useful life of five years when placed into service. The Company concluded that the IPR&D is an identifiable intangible asset that would be accounted for as a single asset in a business combination. The fair value of the IPR&D was determined using an income approach based on significant unobservable inputs.
NOTE 10 – GOODWILL AND INTANGIBLE ASSETS, NET
As of June 30, 2024 and December 31, 2023, goodwill was $24.7 million and $13.2 million, respectively. There were no impairment charges recorded for goodwill for the three and six months ended June 30, 2024 and 2023, respectively.
Intangible assets consisted of the following:
As of June 30, 2024
$s in thousandsEstimated
Life
(Years)		Gross
Carrying
Amount		Accumulated
Amortization 		Net
Carrying
Amount
IPR&D5$2,416 $— $2,416 
Internal-use software3297 (257)40 
Licenses1067 (57)10 
Contracts5.53,400 — 3,400 
Customer relationships3.5200 — 200 
Trade name9.5300 — 300 
Total intangible assets$6,680 $(314)$6,366 
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As of December 31, 2023
$s in thousandsEstimated
Life
(Years)		Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount
IPR&D5$1,628 $— $1,628 
Internal-use software3297 (208)89 
Licenses1067 (54)13 
Total intangible assets$1,992 $(262)$1,730 
IPR&D is the historical know-how, software, formula protocols, designs and procedures expected to be needed to complete the development of the technology asset and receive regulatory approval. The Company expects to amortize the IPR&D over its useful life of five years when placed into service. For the three and six months ended June 30, 2024, the Company capitalized costs of $0.5 million and $0.8 million related to IPR&D, respectively.
Amortization expense for intangible assets and other noncurrent assets was $27,000 and $0.1 million for the three and six months ended June 30, 2024, respectively, and $27,000 and $0.1 million for the three and six months ended June 30, 2023, respectively. Amortization expense is included in Selling, general and administrative expense in the Condensed Consolidated Statements of Operations.
NOTE 11 – OTHER NONCURRENT ASSETS
Other noncurrent assets consisted of the following:
$s in thousandsAs of June 30,
2024		As of December 31,
2023
Operating lease right-of-use asset$7,004 $7,777 
Investment in MAB4,000 4,000 
Prepaid subscriptions2,239 2,877 
Interest rate swap1,212 1,117 
Investment in Overwatch Imaging, Inc.1,000 1,000 
Other838 — 
Total other noncurrent assets$16,293 $16,771 
NOTE 12 – ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consisted of the following:
$s in thousandsAs of June 30,
2024		As of December 31,
2023
Accrued interest expense$6,404 $6,448 
Contingent consideration5,857 8,486 
Warrant liabilities3,464 5,596 
Deferred revenue3,945 — 
Deferred underwriting fee payable1,500 1,500 
Accrued salaries, wages and bonuses1,408 1,099 
Accrued foreign tax925 2,707 
Accrued professional fees370 851 
Finance right-of-use liability35 46 
Embedded derivative of Series A Preferred Stock— 885 
Other1,226 327 
Total accrued expenses and other liabilities25,134 27,945 
Less: Current accrued expenses and other current liabilities(16,183)(17,168)
Total long-term accrued expenses and other noncurrent liabilities$8,951 $10,777 
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Warrant liabilities
The warrant liabilities consist of the following Warrants issued by the Company in connection with the Reverse Recapitalization:
Public Warrants
The Company issued Public Warrants to purchase 17,250,000 shares of Common Stock at an exercise price of $11.50 per share in exchange for the 17,250,000 JCIC warrants originally issued by JCIC in its initial public offering. The Warrants may only be exercised for a whole number of shares of Common Stock. The exercise price and number of shares of Common Stock issuable upon exercise of the Warrants may also be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger or consolidation. In no event will the Company be required to net cash settle any Warrant.
The Warrants became exercisable 30 days following the Reverse Recapitalization and will expire January 24, 2028.
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, 2024 and December 31, 2023, 17,249,874 Public Warrants remain outstanding, respectively. The Public Warrants are liability-classified with a balance of $2.2 million and $3.6 million, respectively, and a fair value of $0.13 and $0.21 per warrant as of June 30, 2024 and December 31, 2023, respectively.
Private Placement Warrants
The Company issued Private Placement Warrants to purchase 9,400,000 shares of Common Stock at an exercise price of $11.50 per share in exchange for the 9,400,000 JCIC warrants originally purchased in a private placement by JCIC Sponsor, LLC (“JCIC Sponsor”) contemporaneously with JCIC’s initial public offering. JCIC Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than JCIC Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.
As of June 30, 2024 and December 31, 2023, the Company had 9,400,000 outstanding Private Placement Warrants to purchase 9,400,000 shares of Common Stock, respectively. The Private Placement Warrants are liability-classified with a balance of $1.2 million and $2.0 million, respectively, and a fair value of $0.13 and $0.21 per warrant as of June 30, 2024 and December 31, 2023, respectively.
Contingent consideration
The Company assumed contingent consideration as part of the FMS Acquisition and the Ignis Acquisition (collectively, the “Acquisitions”) discussed in “Note 9 – Acquisition Activity” included in this Quarterly Report. The Company is required to make contingent payments to the sellers based on the achievement of certain operational milestones, in the case of the Ignis Acquisition, and based on the achievement of certain earnout conditions, in the case of the FMS Acquisition. The fair value of the liability for the contingent payments was recognized upon the Acquisitions as part of the purchase accounting opening balance sheet. The initial cost was recognized at fair value on the closing date with subsequent changes in estimated fair value recognized as Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. As of June 30, 2024 and December 31, 2023, $1.9 million and $4.8 million of accrued contingent consideration is included in Accrued expenses and other current liabilities, respectively, and $4.0 million and $3.7 million of accrued contingent consideration is included in Long-term accrued expenses and other noncurrent liabilities, respectively, in the Condensed Consolidated Balance Sheets.
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The change in contingent consideration for the six months ended June 30, 2024 was as follows:
$s in thousandsContingent Consideration
As of December 31, 2023$8,486 
Change in fair value of contingent consideration207 
Addition of contingent consideration from FMS Acquisition2,164 
Settlement of contingent consideration(5,000)
As of June 30, 2024$5,857 
On June 30, 2024, the Company issued 1,079,913 registered shares of Common Stock to the Ignis shareholders (determined based upon a VWAP of the Common Stock for the 120 consecutive trading days ended June 29, 2024).