Bridger Aerospace Group Holdings, Inc 10-Q for FY2024 Q3

Bridger Aerospace Group Holdings, Inc. (BAER)

10-Q 2024-11-13 For: 2024-09-30

Added on April 11, 2026

About this 10-Q

Bridger Aerospace Group Holdings, Inc filed this 10-Q on November 13, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).

Headline figures

Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $64.51M; up 20.3% from $53.62M a year earlier
Net income: $27.35M; up 56.4% from net income of $17.49M a year earlier
Diluted EPS: $0.31; up 40.9% from $0.22 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Delaware			88-3599336
(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)


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒


		Page
Part I	Financial Information	2

Item 1.	Financial Statements (Unaudited)	2

	Condensed Consolidated Balance Sheets	2

	Condensed Consolidated Statements of Operations	4

	Condensed Consolidated Statements of Comprehensive Income (Loss)	5

	Condensed Consolidated Statements of Stockholders’ Deficit	6

	Condensed Consolidated Statements of Cash Flows	8

	Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	39

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	59

Item 4.	Controls and Procedures	59

Part II	Other Information	61

Item 1.	Legal Proceedings	61

Item 1A.	Risk Factors	61

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63

Item 3.	Defaults Upon Senior Securities	63

Item 4.	Mine Safety Disclosures	63

Item 5.	Other Information	63

Item 6.	Exhibits	64


	As of September 30, 2024		As of December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	33,328	$	22,956
Restricted cash	9,262		13,981
Investments in marketable securities	—		1,009
Accounts and note receivable	27,267		4,113
Aircraft support parts	799		488
Prepaid expenses and other current assets	3,656		2,648

Total current assets	74,312		45,195
Property, plant and equipment, net	185,390		196,611
Intangible assets, net	6,217		1,730
Goodwill	24,813		13,163
Other noncurrent assets1	16,580		16,771
Total assets	$	307,312	$	273,470
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable2	$	3,723	$	3,978
Accrued expenses and other current liabilities3	13,570		17,168
Operating right-of-use current liability4	2,332		2,153
Current portion of long-term debt, net of debt issuance costs	2,121		2,099
Total current liabilities	21,746		25,398
Long-term accrued expenses and other noncurrent liabilities	7,318		10,777
Operating right-of-use noncurrent liability5	5,852		5,779
Long-term debt, net of debt issuance costs6	203,045		204,585
Total liabilities	$	237,961	$	246,539
COMMITMENTS AND CONTINGENCIES
MEZZANINE EQUITY
Series A Preferred Stock, $0.0001 par value; 315,789.473684 shares authorized, issued and outstanding at September 30, 2024 and December 31, 2023	373,701		354,840

STOCKHOLDERS’ DEFICIT
Common Stock, $0.0001 par value; 1,000,000,000 shares authorized; 53,992,839 shares issued and outstanding at September 30, 2024; 44,776,926 shares issued and outstanding at December 31, 2023	6		5
Additional paid-in capital	111,288		84,771
Accumulated deficit	(416,394)		(413,672)
Accumulated other comprehensive income	750		987
Total stockholders’ deficit	(304,350)		(327,909)
Total liabilities, mezzanine equity, and stockholders’ deficit	$	307,312	$	273,470


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues1	$	64,507	$	53,619	$	83,028	$	65,600
Cost of revenues:
Flight operations	15,122		10,248		25,237		20,280
Maintenance	7,879		5,723		16,837		13,450
Total cost of revenues	23,001		15,971		42,074		33,730
Gross income	41,506		37,648		40,954		31,870
Selling, general and administrative expense2	8,641		15,064		28,153		63,480
Operating income (loss)	32,865		22,584		12,801		(31,610)
Interest expense3	(5,989)		(5,970)		(17,766)		(17,176)
Other income	470		560		1,773		2,253
Income (loss) before income taxes	27,346		17,174		(3,192)		(46,533)
Income tax benefit	—		314		470		314
Net income (loss)	$	27,346	$	17,488	$	(2,722)	$	(46,219)
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	(6,476)		(6,048)		(18,861)		(16,128)


Earnings (loss) attributable to Common stockholders - basic	$	20,870	$	11,440	$	(21,583)	$	45,715
Change in fair value of embedded derivative	—		(179)		—		45
Dilutive adjustments to Earnings (loss) attributable to Common stockholders - basic	6,476		6,048		—		(91,934)
Earnings (loss) attributable to Common stockholders - diluted	$	27,346	$	17,309	$	(21,583)	$	(46,174)
Earnings (loss) per share - basic	$	0.39	$	0.25	$	(0.43)	$	1.02
Earnings (loss) per share - diluted	$	0.31	$	0.22	$	(0.43)	$	(0.60)
Weighted average Common Stock outstanding – basic	52,934,951		45,905,962		49,633,387		44,936,629
Weighted average Common Stock outstanding – diluted	87,955,641		79,477,756		49,633,387		76,644,538


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Legacy Bridger Series C Preferred Shares / Series A Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders' Deficit
	Share	Value		Share	Value
Balance at December 31, 2023	315,789	$	354,840	47,200,504	$	5	$	84,771	$	(413,672)	$	987	$	(327,909)
Net loss	—	—		—	—		—		(20,087)		—		(20,087)
Unrealized gain on derivative instruments	—	—		—	—		—		—		116		116
Reclassification of realized loss on investments in marketable securities to earnings	—	—		—	—		—		—		30		30
Series A Preferred Stock adjustment to maximum redemptions value	—	6,189		—	—		(6,189)		—		—		(6,189)
Sales of Common Stock through the at-the-market offering	—	—		33,798	—		168		—		—		168
Costs related to the at-the-market offering	—	—		—	—		(670)		—		—		(670)

Stock-based compensation	—	—		31,863	—		5,873		—		—		5,873
Balance at March 31, 2024	315,789	$	361,029	47,266,165	$	5	$	83,953	$	(433,759)	$	1,133	$	(348,668)
Net loss	—	—		—	—		—		(9,981)		—		(9,981)
Unrealized 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, 2024	315,789	$	367,225	53,788,377	$	6	$	114,623	$	(443,740)	$	1,111	$	(328,000)
Net income	—	—		—	—		—		27,346		—		27,346
Unrealized loss on derivative instruments	—	—		—	—		—		—		(361)		(361)


Series A Preferred Stock adjustment to maximum redemptions value	—	6,476		—	—		(6,476)		—		—		(6,476)
Repurchased shares for tax withholding	—	—		(127,800)	—		(228)		—		—		(228)
Stock-based compensation	—	—		332,262	—		3,369		—		—		3,369
Balance at September 30, 2024	315,789	$	373,701	53,992,839	$	6	$	111,288	$	(416,394)	$	750	$	(304,350)


	For the Nine Months Ended September 30,
	2024		2023
Cash Flows from Operating Activities:
Net loss	$	(2,722)	$	(46,219)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities, net of acquisition:
Loss on disposal of fixed assets	251		423
Depreciation and amortization	14,759		10,234
Impairment of long-lived assets	—		627
Stock-based compensation expense	13,719		38,651
Deferred tax benefit	(490)		—
Change in fair value of the Warrants	(3,997)		1,865
Change in fair value of freestanding derivative	—		51
Amortization of debt issuance costs	692		726

Change in fair value of embedded derivative	(885)		(45)
Change in fair value of earnout consideration	479		—
Realized gain on investments in marketable securities	(16)		(562)
Changes in operating assets and liabilities
Accounts and note receivable	(20,453)		(25,373)
Aircraft support parts	(46)		1,273
Prepaid expense and other current and noncurrent assets	1,303		(4,058)
Accounts payable, accrued expenses and other liabilities1	(2,428)		(19,084)
Net cash provided by (used in) operating activities	166		(41,491)
Cash Flows from Investing Activities:
Proceeds from sales and maturities of marketable securities	1,055		53,089
Purchases of property, plant and equipment	(3,099)		(18,054)
Expenditures for capitalized software	(973)		—

Sale of property, plant and equipment	505		817
Cash acquired through acquisition	2,592		—
Net cash provided by investing activities	80		35,852
Cash Flows from Financing Activities:





Repayments on debt	(2,210)		(1,482)
Payment of issuance costs for Common Stock in offerings	(1,006)		—
Proceeds from issuance of Common Stock in the at-the-market offering	168		—
Proceeds from issuance of Common Stock in the registered direct offering	9,169		—
Payment of finance lease liability	(20)		(23)
Costs incurred related to the Closing	—		(6,794)
Proceeds from the Closing	—		3,194
Restricted stock units settled in cash	(694)		—
Net cash provided by (used in) financing activities	5,407		(5,105)
Effects of exchange rate changes	—		(44)
Net change in cash, cash equivalents and restricted cash	5,653		(10,788)
Cash, cash equivalents and restricted cash – beginning of the period	36,937		42,460
Cash, cash equivalents and restricted cash – end of the period	$	42,590	$	31,672
Less: Restricted cash – end of the period	9,262		12,293
Cash and cash equivalents – end of the period	$	33,328	$	19,379


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
$s in thousands	2024		2023		2024		2023
Fire suppression	$	50,591	$	46,154	$	61,570	$	56,603
Maintenance repair	3,774		—		5,591		—
Aerial surveillance	7,623		7,355		11,959		8,479
Other services	2,519		110		3,908		518
Total revenues	$	64,507	$	53,619	$	83,028	$	65,600


	As of September 30, 2024		As of December 31, 2023
($s in thousands)	Carrying Value
Cash equivalents:
Commercial paper	$	—	$	1,974
Money market fund	29,273		11,208
Total cash equivalents	$	29,273	$	13,182
Restricted cash:
Money market fund	$	9,262	$	13,981


	As of December 31, 2023
$s in thousands	Purchase Price		Unrealized Gains		Unrealized Losses		Fair Value
Investment in marketable securities:
Government securities	$	999	$	10	$	—	$	1,009
Total marketable securities	$	999	$	10	$	—	$	1,009


$s in thousands	As of September 30, 2024		As of December 31, 2023
Trade accounts receivable	$	23,889	$	681
Unbilled receivable	2,794		—
Note receivable	—		3,000
Other	584		432
Total accounts and note receivable	$	27,267	$	4,113


$s in thousands	As of June 30, 2024		Adjustments		As of September 30, 2024
Cash and cash equivalents	$	2,592	$	—	$	2,592
Accounts receivable1	2,684		17		2,701
Aircraft support parts	265		—		265
Prepaid expenses and other current assets	124		—		124
Intangible assets	3,900		—		3,900
Property, plant and equipment	1,014		—		1,014
Other noncurrent assets	838		1,016		1,854
Accounts payable	(259)		—		(259)
Dividends payable	(800)		—		(800)
Deferred revenue	(90)		(90)		(180)
Accrued expenses and other current liabilities	(170)		—		(170)
Operating right-of-use current liability	—		(56)		(56)
Operating right-of-use noncurrent liability	—		(960)		(960)
Deferred tax liability	(490)		—		(490)
Total identifiable net assets	9,608		(73)		9,535
Goodwill	11,578		73		11,651
Total purchase price	$	21,186	$	—	$	21,186


$s in thousands	Purchase Price Allocation
Cash and cash equivalents	$	3
Intangible assets	1,300
Accounts payable	(37)
Long-term accrued expenses and other noncurrent liabilities	(67)
Deferred tax liability	(314)
Total identifiable net assets	885
Goodwill	10,676
Total purchase price	$	11,561


$s in thousands	As of September 30, 2024		As of December 31, 2023
Aircraft	$	186,742	$	186,167
Less: Accumulated depreciation	(37,114)		(25,656)
Aircraft, net	149,628		160,511

Leasehold improvements	36,584		35,941
Vehicles and equipment	4,483		2,993
Construction-in-progress - Leasehold improvements	5		5
Finance lease right-of-use asset	121		121
Licenses	235		235
Capitalized software and development costs	30		—
Less: Accumulated depreciation	(5,696)		(3,195)
Leasehold improvements and equipment, net	35,762		36,100
Total property, plant and equipment, net	$	185,390	$	196,611


		As of September 30, 2024
$s in thousands	Estimated Life (Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Contracts	5.5	$	3,400	$	(155)	$	3,245
IPR&D	5	2,600		(130)		2,470
Trade name	9.5	300		(8)		292
Internal-use software	3	297		(282)		15
Customer relationships	3.5	200		(14)		186
Licenses	10	68		(59)		9
Total intangible assets		$	6,865	$	(648)	$	6,217


		As of December 31, 2023
$s in thousands	Estimated Life (Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
IPR&D	5	$	1,628	$	—	$	1,628
Internal-use software	3	297		(208)		89
Licenses	10	67		(54)		13
Total intangible assets		$	1,992	$	(262)	$	1,730


$s in thousands	As of September 30, 2024		As of December 31, 2023
Taxable industrial revenue bonds, dated July 21, 2022, 11.5% interest rate, maturing September 1, 20271	$	160,000	$	160,000
Permanent loan agreement, dated August 21, 2020, greater of Prime + 1.5% or 4.75% interest rate, maturing August 21, 20352	17,762		18,391
Permanent loan agreement, dated October 1, 2020, greater of Prime + 1.5% or 4.75% interest rate, maturing October 1, 20352	17,832		18,457
Term loan agreement dated September 30, 2019, SOFR + 2.61448% interest rate, maturing March 15, 20303	9,983		10,466
Term loan agreement dated February 3, 2020, SOFR + 2.61448% interest rate, maturing February 3, 20274	3,394		3,813
Various term loan agreements, earliest start at September 9, 2021, 3.89-5.5% interest rates, latest maturation on November 17, 20275	192		247
Loans payable	209,163		211,374
Less: noncurrent debt issuance costs	(2,995)		(3,695)
Less: current debt issuance costs	(1,002)		(995)
Less: current portion of long-term debt, net of debt issuance costs	(2,121)		(2,099)
Total long-term debt, net of debt issuance costs	$	203,045	$	204,585


$s in thousands	Contingent Consideration
As of December 31, 2023	$	8,486
Change in fair value of contingent consideration	479
Addition of contingent consideration from FMS Acquisition	2,164
Settlement of contingent consideration	(5,000)
As of September 30, 2024	$	6,129


	As of September 30, 2024
$s in thousands	Level 1		Level 2		Level 3
Assets
Cash	$	33,328	$	—	$	—



Restricted cash:
Money market fund	9,262		—		—
Total restricted cash	9,262		—		—

Interest rate swap	—		851		—
Total assets	$	42,590	$	851	$	—
Liabilities
Warrant liabilities – Public Warrants	$	1,035	$	—	$	—
Warrant liabilities – Private Placement Warrants	—		564		—
Contingent consideration	—		—		6,129

Total liabilities	$	1,035	$	564	$	6,129


	Redeemable Series A Preferred Stock
$s in thousands	Shares	Amounts
Balance as of December 31, 2023	315,789.473684	$	354,840
Adjustment to maximum redemptions value	—	18,861
Balance as of September 30, 2024	315,789.473684	$	373,701


	Number of Awards	Weighted average grant date fair value
Outstanding as of December 31, 2023	6,624,459	$	8.30
Granted	1,682,538	4.47
Vested	(2,040,854)	7.48
Forfeited/Cancelled	(1,706,214)	9.22
Outstanding as of September 30, 2024	4,559,929	$	6.90


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
$s in thousands, except per share amounts	2024		2023		2024		2023
Net income (loss)	$	27,346	$	17,488	$	(2,722)	$	(46,219)
Adjustments to Net income (loss):
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	(6,476)		(6,048)		(18,861)		(16,128)
Earnings (loss) attributable to Common stockholders – basic	$	20,870	$	11,440	$	(21,583)	$	45,715
Change in fair value of embedded derivative	—		(179)		—		45
Dilutive adjustments to Earnings (loss) attributable to Common stockholders – basic	6,476		6,048		—		(91,934)
Earnings (loss) attributable to Common stockholders - diluted	$	27,346	$	17,309	$	(21,583)	$	(46,174)

Weighted average Common Stock outstanding - basic	52,934,951		45,905,962		49,633,387		44,936,629
Weighted average effect of dilutive securities:
Series A Preferred Stock	33,972,808		31,707,909		—		31,707,909
Unvested Restricted Stock Units	153,995		928,973		—		—
Unvested Legacy Bridger Incentive Units	38,887		79,912		—		—
Sponsor Earnout Shares	855,000		855,000		—		—
Weighted average Common Stock outstanding - diluted	87,955,641		79,477,756		49,633,387		76,644,538

Earnings (loss) per share - basic	$	0.39	$	0.25	$	(0.43)	$	1.02
Earnings (loss) per share - diluted	$	0.31	$	0.22	$	(0.43)	$	(0.60)


$s in thousands	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Period Over Period Change ($)		Period Over Period Change (%)
Revenues	$	64,507	$	53,619	$	10,888	20%
Cost of revenues:
Flight operations	15,122		10,248		4,874		48%
Maintenance	7,879		5,723		2,156		38%
Total cost of revenues	23,001		15,971		7,030		44%
Gross income	41,506		37,648		3,858		10%
Selling, general and administrative expense	8,641		15,064		(6,423)		(43%)
Operating income	32,865		22,584		10,281		46%
Interest expense	(5,989)		(5,970)		(19)		—%
Other income	470		560		(90)		(16%)
Loss before income taxes	27,346		17,174		10,172		59%
Income tax benefit	—		314		(314)		(100%)
Net income	$	27,346	$	17,488	$	9,858	56%


$s in thousands	Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023		Period Over Period Change ($)		Period Over Period Change (%)
Revenues	$	83,028	$	65,600	$	17,428	27%
Cost of revenues:
Flight operations	25,237		20,280		4,957		24%
Maintenance	16,837		13,450		3,387		25%
Total cost of revenues	42,074		33,730		8,344		25%
Gross income	40,954		31,870		9,084		29%
Selling, general and administrative expense	28,153		63,480		(35,327)		(56%)
Operating income (loss)	12,801		(31,610)		44,411		(140%)
Interest expense	(17,766)		(17,176)		(590)		3%
Other income	1,773		2,253		(480)		(21%)
Loss before income taxes	(3,192)		(46,533)		43,341		(93)%
Income tax benefit	470		314		156		50%
Net loss	$	(2,722)	$	(46,219)	$	43,497	(94%)


	Payments Due by Period
$s in thousands	Total		Current		Noncurrent

Lease obligations	$	8,191	$	2,332	$	5,859
Debt obligations	205,166		2,121		203,045
Total	$	213,357	$	4,453	$	208,904


						Estimated useful life
Aircraft, engines and rotable parts						1,500 –6,000 flight hours
Vehicles and equipment						3 – 5 years
Buildings						50 years
Leasehold improvements						27 – 29 years


Exhibit Number						Description

3.1						Amended and Restated Certificate of Incorporation of Bridger Aerospace Group Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 27, 2023).

3.2						Amended and Restated Bylaws of Bridger Aerospace Group Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 27, 2023).

31.1*						Certification of the Company’s Interim Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 7241).

31.2*						Certification of the Company’s Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 7241).

32.1**						Certification of the Company’s Interim Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 1350).

101.INS*						XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH*						Inline XBRL Taxonomy Extension Schema Document

101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)


Date: November 13, 2024

	BRIDGER AEROSPACE GROUP HOLDINGS, INC.

	By:	/s/ Sam Davis
	Name:	Sam Davis
	Title:	Interim Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Eric Gerratt
	Name:	Eric Gerratt
	Title:	Chief Financial Officer
		(Principal Accounting and Financial Officer)


Dated: November 13, 2024

	By:	/s/ Sam Davis
		Name:	Sam Davis
		Title:	Interim Chief Executive Officer