Bridger Aerospace Group Holdings, Inc 10-Q/A for FY2024 Q1

Bridger Aerospace Group Holdings, Inc. (BAER)

10-Q/A 2024-07-12 For: 2024-03-31

Added on April 11, 2026

About this 10-Q/A

Bridger Aerospace Group Holdings, Inc filed this 10-Q/A on July 12, 2024, covering the quarter ended March 31, 2024 (FY2024 Q1).

Headline figures

Quarter ended March 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $5.51M; up 1408.8% from $365K a year earlier
Net loss: $20.09M; compared with a net loss of $44.69M a year earlier
Diluted EPS: -$0.55; compared with -$0.60 a year earlier

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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	3

Item 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Operations	5

	Condensed Consolidated Statements of Comprehensive Loss	6

	Condensed Consolidated Statements of Stockholders’ Deficit	7

	Condensed Consolidated Statements of Cash Flows	8

	Notes to Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	54

Item 4.	Controls and Procedures	54

Part II	Other Information	56

Item 1.	Legal Proceedings	56

Item 1A.	Risk Factors	56

Item 5.	Other Information	58

Item 6.	Exhibits	59


	As of March 31, 2024		As of December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	6,776	$	22,956
Restricted cash	9,289		13,981
Investments in marketable securities	—		1,009
Accounts and note receivable1	4,926		4,113
Aircraft support parts	476		488
Prepaid expenses and other current assets	3,740		2,648

Total current assets	25,207		45,195
Property, plant and equipment, net	195,871		196,611
Intangible assets, net	2,016		1,730
Goodwill	13,163		13,163
Other noncurrent assets2	16,174		16,771
Total assets	$	252,431	$	273,470
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable3	$	3,932	$	3,978
Accrued expenses and other current liabilities4	11,955		17,168
Operating right-of-use current liability5	2,153		2,153
Current portion of long-term debt, net of debt issuance costs	2,028		2,099
Total current liabilities	20,068		25,398
Long-term accrued expenses and other noncurrent liabilities	10,492		10,777
Operating right-of-use noncurrent liability6	5,395		5,779
Long-term debt, net of debt issuance costs7	204,115		204,585
Total liabilities	$	240,070	$	246,539
COMMITMENTS AND CONTINGENCIES
MEZZANINE EQUITY
Series A Preferred Stock, $0.0001 par value; 315,789.473684 shares authorized, issued and outstanding at March 31, 2024 and December 31, 2023	361,029		354,840

STOCKHOLDERS’ DEFICIT
Common Stock, $0.0001 par value; 1,000,000,000 shares authorized; 44,842,587 shares issued and outstanding at March 31, 2024; 44,776,926 shares issued and outstanding at December 31, 2023	5		5
Additional paid-in capital	83,953		84,771
Accumulated deficit	(433,759)		(413,672)
Accumulated other comprehensive income	1,133		987
Total stockholders’ deficit	(348,668)		(327,909)
Total liabilities, mezzanine equity, and stockholders’ deficit	$	252,431	$	273,470


	For the Three Months Ended March 31,
	2024		2023 (As Restated)
Revenues1	$	5,507	$	365
Cost of revenues:
Flight operations	5,009		3,733
Maintenance	4,197		3,515
Total cost of revenues	9,206		7,248
Gross loss	(3,699)		(6,883)
Selling, general and administrative expense2	11,610		33,229
Operating loss	(15,309)		(40,112)
Interest expense3	(5,923)		(5,665)
Other income	1,159		1,092
Loss before income taxes	(20,073)		(44,685)
Income tax expense	(14)		—
Net loss	$	(20,087)	$	(44,685)
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	(6,189)		(4,274)


(Loss) earnings attributable to Common stockholders - basic	$	(26,276)	$	59,103
Change in fair value of embedded derivative	—		346
Dilutive adjustments to (Loss) earnings attributable to Common stockholders - basic	—		(103,788)
Loss attributable to Common stockholders - diluted	$	(26,276)	$	(44,339)
(Loss) earnings per share - basic	$	(0.55)	$	1.36
Loss per share - diluted	$	(0.55)	$	(0.60)
Weighted average Common Stock outstanding – basic	47,602,241		43,488,468
Weighted average Common Stock outstanding – diluted	47,602,241		74,112,969


☒			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


	For the Three Months Ended March 31,
	2024		2023
Net loss	$	(20,087)	$	(44,685)
Other comprehensive income (loss), net of tax

Unrealized gain (loss) on derivative instruments	116		(272)
Unrealized gain on investments in marketable securities	—		319
Reclassification of realized loss (gain) on investments in marketable securities to earnings	30		(173)
Total other comprehensive income (loss), net of tax	146		(126)
Comprehensive loss	$	(19,941)	$	(44,811)


	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, 2022	351,789	$	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 in marketable securities	—	—		—	—		—		—		319		319
Reclassification of realized gain on investments in marketable securities to earnings	—	—		—	—		—		—		(173)		(173)
Effect of the Closing	—	(156,363)		4,687,546	1		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, 2023	351,789	$	336,933	46,169,644	$	5	$	73,407	$	(381,033)	$	1,552	$	(306,069)

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)


	For the Three Months Ended March 31,
$s in thousands	2024		2023
Fire suppression	$	3,881	$	—
Aerial surveillance	583		—
Other services	1,043		365
Total revenues	$	5,507	$	365


	As of March 31, 2024		As of December 31, 2023
($s in thousands)	Carrying Value
Cash equivalents:
Commercial paper	$	—	$	1,974
Money market fund	3,769		11,208
Total cash equivalents	$	3,769	$	13,182
Restricted cash:
Money market fund	$	9,289	$	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 March 31, 2024		As of December 31, 2023
Trade accounts receivable	$	4,664	$	681
Note receivable	—		3,000
Other	262		432
Total accounts and note receivable	$	4,926	$	4,113


$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


		As of March 31, 2024
$s in thousands	Estimated Life (Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Licenses	10	$	67	$	(56)	$	11
Internal-use software	3	297		(233)		64
IPR&D	5	1,941		—		1,941
Total intangible assets		$	2,305	$	(289)	$	2,016


$s in thousands	As of March 31, 2024		As of December 31, 2023
Aircraft	$	186,494	$	186,167
Less: Accumulated depreciation	(26,419)		(25,656)
Aircraft, net	160,075		160,511

Leasehold improvements	35,916		35,941
Vehicles and equipment	3,209		2,993
Construction-in-progress - Leasehold improvements	5		5
Finance lease right-of-use asset	121		121
Licenses	235		235
Less: Accumulated depreciation	(3,690)		(3,195)
Leasehold improvements and equipment, net	35,796		36,100
Total property, plant and equipment, net	$	195,871	$	196,611


$s in thousands	As of March 31, 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	18,183		18,391
Permanent loan agreement, dated October 1, 2020, greater of Prime + 1.5% or 4.75% interest rate, maturing October 1, 20352	18,250		18,457
Term loan agreement dated September 30, 2019, SOFR + 2.61448% interest rate, maturing March 15, 20303	10,305		10,466
Term loan agreement dated February 3, 2020, SOFR + 2.61448% interest rate, maturing February 3, 20274	3,673		3,813
Various term loan agreements, earliest start at September 9, 2021, 3.89-5.5% interest rates, latest maturation on November 17, 20275	229		247
Loans payable	210,640		211,374
Less: noncurrent debt issuance costs	(3,495)		(3,695)
Less: current debt issuance costs	(1,002)		(995)
Less: current portion of long-term debt, net of debt issuance costs	(2,028)		(2,099)
Total long-term debt, net of debt issuance costs	$	204,115	$	204,585


	Number of Awards	Weighted average grant date fair value
Outstanding as of December 31, 2023	6,624,459	$	8.30
Granted	1,028,917	5.27
Vested	(1,703,592)	8.30
Forfeited/Cancelled	(227,501)	6.82
Outstanding as of March 31, 2024	5,722,283	$	7.81


	For the Three Months Ended March 31,
	2024	2023 (As Restated)
Series A Preferred Stock	32,820,828	—

Unvested Restricted Stock Units	5,722,283	4,176,083
Public Warrants	17,249,874	17,250,000
Private Placement Warrants	9,400,000	9,400,000
Unvested Legacy Bridger Incentive Units	40,404	242,424
Sponsor Earnout Shares	855,000	855,000


$s in thousands	Contingent Consideration
As of December 31, 2023	$	8,486
Change in fair value of contingent consideration	15
As of March 31, 2024	$	8,501


	As of March 31, 2024
$s in thousands	Level 1		Level 2		Level 3
Assets
Cash	$	6,776	$	—	$	—



Restricted cash:
Money market fund	9,289		—		—
Total restricted cash	9,289		—		—

Interest rate swap	—		1,233		—
Total assets	$	16,065	$	1,233	$	—
Liabilities
Warrant liabilities – Public Warrants	$	3,450	$	—	$	—
Warrant liabilities – Private Placement Warrants	—		1,880		—
Contingent consideration	—		—		8,501

Total liabilities	$	3,450	$	1,880	$	8,501


	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	—	6,189
Balance as of March 31, 2024	315,789.473684	$	361,029


	For the Three Months Ended March 31,
$s in thousands, except per share amounts	2024		2023 (As Restated)
Net loss	$	(20,087)	$	(44,685)
Adjustments to Net 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	(6,189)		(4,274)
(Loss) earnings attributable to Common stockholders – basic	$	(26,276)	$	59,103
Change in fair value of embedded derivative	—		346
Dilutive adjustment to (loss) earnings attributable to Common stockholders - basic	—		(103,788)
Loss attributable to Common stockholders - diluted	$	(26,276)	$	(44,339)









Weighted average Common Stock outstanding - basic	47,602,241		43,488,468
Weighted average effect of dilutive securities:
Series A Preferred Stock	—		30,624,501



Weighted average Common Stock outstanding - diluted	47,602,241		74,112,969

(Loss) earnings per share - basic	$	(0.55)	$	1.36
Loss per share - diluted	$	(0.55)	$	(0.60)


	For the three months ended March 31, 2023
($s in thousands, except per share amounts)	As Reported			Adjustment		As Restated
Revenues	$	365		$	—	$	365
Cost of revenues:
Flight operations	3,733			—		3,733
Maintenance	3,515			—		3,515
Total cost of revenues	7,248		7,248	—		7,248
Gross loss	(6,883)			—		(6,883)
Selling, general and administrative expense	33,229			—		33,229
Operating loss	(40,112)			—		(40,112)
Interest expense	(5,665)			—		(5,665)
Other income	1,092			—		1,092
Net loss	$	(44,685)		$	—	$	(44,685)
Series A Preferred Stock—adjustment for deemed dividend upon Closing	(48,300)			—		(48,300)
Series A Preferred Stock—adjustment to eliminate 50% multiplier	156,362			—		156,362
Series A Preferred Stock—adjustment to maximum redemptions value	(4,274)			—		(4,274)


(Loss) attributable to Common stockholders - basic	$	59,103		$	—	$	59,103
Change in fair value of embedded derivative	—			346		346
Dilutive adjustments to Loss attributable to Common stockholders - basic	—			(103,788)		(103,788)
Earnings (loss) attributable to Common stockholders - diluted	$	59,103		$	(103,442)	$	(44,339)
Earnings per share - basic	$	1.36		$	—	1.36
Earnings (loss) per share - diluted	$	0.79		$	(1.39)	(0.60)
Weighted average Common Stock outstanding – basic	43,488,468			—		43,488,468
Weighted average Common Stock outstanding – diluted	74,986,752			(873,783)		74,112,969


$s in thousands	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023		Period Over Period Change ($)		Period Over Period Change (%)
Revenues	$	5,507	$	365	$	5,142	1,409%
Cost of revenues:
Flight operations	5,009		3,733		1,276		34%
Maintenance	4,197		3,515		682		19%
Total cost of revenues	9,206		7,248		1,958		27%
Gross loss	(3,699)		(6,883)		3,184		(46%)
Selling, general and administrative expense	11,610		33,229		(21,619)		(65%)
Operating loss	(15,309)		(40,112)		24,803		(62%)
Interest expense	(5,923)		(5,665)		(258)		5%
Other income	1,159		1,092		67		6%
Loss before income taxes	(20,073)		(44,685)		24,612		(55%)
Income tax expense	(14)		—		(14)		n/a
Net loss	$	(20,087)	$	(44,685)	$	24,598	(55%)


	Payments Due by Period
$s in thousands	Total		Current		Noncurrent

Lease obligations	$	10,613	$	2,194	$	8,419
Debt obligations	210,640		3,030		207,610
Total	$	221,253	$	5,224	$	216,029


						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).

10.1						First Amendment to Services Agreement, dated January 18, 2024, by and between Bridger Aerospace Group Holdings, Inc. and Bridger Aerospace Europe, S.L.U.. (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K filed with the SEC on March 20, 2024).

10.2						Sales Agreement, dated as of January 26, 2024, by and among Bridger Aerospace Group Holdings, Inc., Stifel, Nicolaus & Company, Incorporated and Virtu Americas LLC (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 (File No. 333-276721) filed with the SEC on January 26, 2024).

10.3++						Second Amendment to Services Agreement, dated May 8, 2024, by and between Bridger Aerospace Group Holdings, Inc. and Bridger Aerospace Europe, S.L.U. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2024).

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 Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 1350).

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Date: July 12, 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: July 12, 2024

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