Restatement of Previously Issued Consolidated Financial Statements | RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS In connection with the preparation of the Company’s response to the SEC comment letter dated May 29, 2024, the Company identified errors resulting from a miscalculation of Net income (loss) attributable to Common stockholders - diluted (the “numerator”) used in the determination of Net income (loss) per Common Stock - diluted (“diluted EPS”) and a difference in the Weighted average Common Stock outstanding – diluted (the “denominator”) used in the determination of the shares outstanding for diluted EPS for (i) the three months ended March 31, 2023, (ii) the six months ended June 30, 2023, (iii) the three and nine months ended September 30, 2023, and (iv) the year ended December 31, 2023. The Company determined the error is material to the audited consolidated financial statements as of and for the year ended December 31, 2023, as well as unaudited interim financial statements included in the Company’s Quarterly Reports on Form 10-Q as of and for the quarterly periods ended September 30, 2023, June 30, 2023, and March 31, 2023. Accordingly, the Company has restated its Consolidated Statements of Operations and Notes to the Consolidated Financial Statements relating to “Earnings (Loss) Per Share” for (i) the three months ended March 31, 2023 ( Note 20 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 ), (ii) the six months ended June 30, 2023 ( Note 20 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 ), (iii) the three and nine months ended September 30, 2023 ( Note 22 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 ), and (iv) the year ended December 31, 2023 ( Note 23 of the Original Filing ). The impact of the correction of the misstatements for the year ended December 31, 2023 is summarized in the tables below. Corrected Consolidated Statements of Operations for the year ended December 31, 2023 For the year ended December 31, 2023 ($s in thousands, except per share amounts) As Reported Adjustment As Restated Revenues $ 66,708 $ — $ 66,708 Cost of revenues: Flight operations 24,412 — 24,412 Maintenance 16,928 — 16,928 Total cost of revenues 41,340 41,340,000 — 41,340 Gross income 25,368 — 25,368 Selling, general and administrative expense 82,863 — 82,863 Operating loss (57,495) — (57,495) Interest expense (23,218) — (23,218) Other income 3,053 — 3,053 Loss before income taxes (77,660) — (77,660) Income tax benefit 302 — 302 Net loss $ (77,358) $ — $ (77,358) Series A Preferred Stock—adjustment for deemed dividend upon Closing (48,300) — (48,300) Series A Preferred Stock—adjustment to eliminate 50% multiplier 156,363 — 156,363 Series A Preferred Stock—adjustment to maximum redemptions value (22,181) — (22,181) Legacy Bridger Series A Preferred Shares—adjustment for redemption, extinguishment and accrued interest — — — Legacy Bridger Series C Preferred Shares - adjustment to maximum redemption value — — — Net income attributable to Common stockholders - basic $ 8,524 $ — $ 8,524 Change in fair value of embedded derivative — 155 155 Dilutive adjustments to Net income attributable to Common stockholders - basic — (85,882) (85,882) Net income (loss) attributable to Common stockholders - diluted $ 8,524 $ (85,727) $ (77,203) Net income per Common Stock - basic $ 0.19 $ — 0.19 Net income (loss) per Common Stock - diluted $ 0.11 $ (1.11) (1.00) Weighted average Common Stock outstanding – basic 45,269,201 — 45,269,201 Weighted average Common Stock outstanding – diluted 78,908,017 (1,380,636) 77,527,381 Corrected Earnings (Loss) Per Share Footnote, Note 23 for the year ended December 31, 2023 The following table sets forth the computation of the Company’s earnings (loss) per share: For the year ended December 31, 2023 ($s in thousands, except per share amounts) As Reported Adjustment As Restated Net loss $ (77,358) $ — $ (77,358) Adjustments to Net loss: Series A Preferred Stock—adjustment for deemed dividend upon Closing (48,300) — (48,300) Legacy Bridger Series A Preferred Shares—adjustment for redemption, extinguishment and accrued interest — — — Legacy Bridger Series C Preferred Shares - adjustment to maximum redemption value — — — — Series A Preferred Stock—adjustment to eliminate 50% multiplier 156,363 — 156,363 Series A Preferred Stock—adjustment to maximum redemptions value (22,181) — (22,181) Net income attributable to Common stockholders – basic $ 8,524 $ — $ 8,524 Change in fair value of embedded derivative — 155 155 Dilutive adjustments to Net income attributable to Common stockholders - basic — (85,882) (85,882) Net income (loss) attributable to Common stockholders - diluted $ 8,524 $ (85,727) $ (77,203) Weighted average Common Stock outstanding - basic 45,269,201 — 45,269,201 Weighted average effect of dilutive securities: Series A Preferred Stock 32,258,180 — 32,258,180 Unvested Restricted Stock Units 540,713 (540,713) — Unvested Legacy Bridger Incentive Units 38,800 (38,800) — Sponsor Earnout Shares 801,123 (801,123) — Weighted average Common Stock outstanding - diluted 78,908,017 (1,380,636) 77,527,381 Net income per share - basic $ 0.19 $ — $ 0.19 Net income (loss) per share - diluted $ 0.11 $ (1.11) $ (1.00) The following table summarizes the potentially dilutive common shares that were excluded from Net income (loss) per share - diluted computations because the effect would have been anti-dilutive: For the year ended December 31, 2023 As Reported Adjustment As Restated Unvested Restricted Stock Units — 6,624,459 6,624,459 Public Warrants 17,249,874 — 17,249,874 Private Placement Warrants 9,400,000 — 9,400,000 Unvested Legacy Bridger Incentive Units — 40,404 40,404 Sponsor Earnout Shares — 855,000 855,000 Restatement of Interim Financial Information (Unaudited) The impact of the correction of the misstatements for (i) the three months ended March 31, 2023, (ii) the six months ended June 30, 2023, and (iii) the three and nine months ended September 30, 2023 is summarized below. Corrected Consolidated Statement of Operations for the three months ended March 31, 2023 For the three months ended March 31, 2023 (in $s, except per share amounts) As Reported Adjustment As Restated Revenues $ 365,373 $ — $ 365,373 Cost of revenues: Flight operations 3,733,261 — 3,733,261 Maintenance 3,515,451 — 3,515,451 Total cost of revenues 7,248,712 7,248,712 — 7,248,712 Gross income (6,883,339) — (6,883,339) Selling, general and administrative expense 33,228,491 — 33,228,491 Operating loss (40,111,830) — (40,111,830) Interest expense (5,664,545) — (5,664,545) Other income 1,091,437 — 1,091,437 Net loss $ (44,684,938) $ — $ (44,684,938) Series A Preferred Stock—adjustment for deemed dividend upon Closing (48,300,000) — (48,300,000) Series A Preferred Stock—adjustment to eliminate 50% multiplier 156,362,597 — 156,362,597 Series A Preferred Stock—adjustment to maximum redemptions value (4,274,439) — (4,274,439) Legacy Bridger Series A Preferred Shares—adjustment for redemption, extinguishment and accrued interest — — — Earnings attributable to Common stockholders - basic $ 59,103,220 $ — $ 59,103,220 Change in fair value of embedded derivative — 345,585 345,585 Dilutive adjustments to Earnings attributable to Common stockholders - basic — (103,788,158) (103,788,158) Earnings (loss) attributable to Common stockholders - diluted $ 59,103,220 $ (103,442,573) $ (44,339,353) 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 Corrected Earnings (Loss) Per Share Footnote, Note 20 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, for the three months ended March 31, 2023 For the three months ended March 31, 2023 (in $s, except per share amounts) As Reported Adjustment As Restated Net loss $ (44,684,938) $ — $ (44,684,938) Adjustments to Net loss: Series A Preferred Stock—adjustment for deemed dividend upon Closing (48,300,000) — (48,300,000) Legacy Bridger Series A Preferred Shares—adjustment for redemption, extinguishment and accrued interest — — — Series A Preferred Stock—adjustment to eliminate 50% multiplier 156,362,597 — 156,362,597 Series A Preferred Stock—adjustment to maximum redemptions value (4,274,439) — (4,274,439) Earnings attributable to Common Stockholders – basic $ 59,103,220 $ — $ 59,103,220 Change in fair value of embedded derivative — 345,585 345,585 Dilutive adjustments to Earnings attributable to Common stockholders - basic — (103,788,158) (103,788,158) Earnings (loss) attributable to Common stockholders - diluted $ 59,103,220 $ (103,442,573) $ (44,339,353) Weighted average Common Stock outstanding - basic 43,488,468 — 43,488,468 Weighted average effect of dilutive securities: Series A Preferred Stock 30,624,501 — 30,624,501 Unvested Legacy Bridger Incentive Units 237,283 (237,283) — Sponsor Earnout Shares 636,500 (636,500) — Weighted average Common Stock outstanding - diluted 74,986,752 (873,783) 74,112,969 Earnings per share - basic $ 1.36 $ — $ 1.36 Earnings (loss) per share - diluted $ 0.79 $ (1.39) $ (0.60) The following table summarizes the potentially dilutive common shares that were excluded from Earnings (loss) per share - diluted computations because the effect would have been anti-dilutive: For the three months ended March 31, 2023 As Reported Adjustment As Restated Unvested Restricted Stock Units 4,181,142 (5,059) 4,176,083 Public Warrants 17,250,000 — 17,250,000 Private Placement Warrants 9,400,000 — 9,400,000 Unvested Legacy Bridger Incentive Units — 242,424 242,424 Sponsor Earnout Shares — 855,000 855,000 Corrected Consolidated Statement of Operations for the six months ended June 30, 2023 For the six months ended June 30, 2023 (in $s, except per share amounts) As Reported Adjustment As Restated Revenues $ 11,980,653 $ — $ 11,980,653 Cost of revenues: Flight operations 10,032,383 — 10,032,383 Maintenance 7,726,427 — 7,726,427 Total cost of revenues 17,758,810 17,758,810 — 17,758,810 Gross income (5,778,157) — (5,778,157) Selling, general and administrative expense 48,416,299 — 48,416,299 Operating loss (54,194,456) — (54,194,456) Interest expense (11,205,412) — (11,205,412) Other income 1,693,328 — 1,693,328 Net loss $ (63,706,540) $ — $ (63,706,540) Series A Preferred Stock—adjustment for deemed dividend upon Closing (48,300,000) — (48,300,000) Series A Preferred Stock—adjustment to eliminate 50% multiplier 156,362,598 — 156,362,598 Series A Preferred Stock—adjustment to maximum redemptions value (10,080,022) — (10,080,022) Legacy Bridger Series A Preferred Shares—adjustment for redemption, extinguishment and accrued interest — — — Legacy Bridger Series C Preferred Shares - adjustment to maximum redemption value — — — Earnings attributable to Common stockholders - basic $ 34,276,036 $ — $ 34,276,036 Change in fair value of embedded derivative — 224,080 224,080 Dilutive adjustments to Earnings attributable to Common stockholders - basic — (97,982,576) (97,982,576) Earnings (loss) attributable to Common stockholders - diluted $ 34,276,036 $ (97,758,496) $ (63,482,460) Earnings per share - basic $ 0.77 $ — 0.77 Earnings (loss) per share - diluted $ 0.44 $ (1.28) (0.84) Weighted average Common Stock outstanding – basic 44,443,930 — 44,443,930 Weighted average Common Stock outstanding – diluted 77,199,129 (1,596,237) 75,602,892 Corrected Earnings (Loss) Per Share Footnote, Note 20 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, for the six months ended June 30, 2023 For the six months ended June 30, 2023 (in $s, except per share amounts) As Reported Adjustment As Restated Net loss $ (63,706,540) $ — $ (63,706,540) Adjustments to Net loss: Series A Preferred Stock—adjustment for deemed dividend upon Closing (48,300,000) — (48,300,000) Legacy Bridger Series A Preferred Shares—adjustment for redemption, extinguishment and accrued interest — — — Legacy Bridger Series C Preferred Shares - adjustment to maximum redemption value — — — — Series A Preferred Stock—adjustment to eliminate 50% multiplier 156,362,598 — 156,362,598 Series A Preferred Stock—adjustment to maximum redemptions value (10,080,022) — (10,080,022) Earnings attributable to Common stockholders – basic $ 34,276,036 $ — $ 34,276,036 Change in fair value of embedded derivative — 224,080 224,080 Dilutive adjustments to Earnings attributable to Common stockholders - basic — (97,982,576) (97,982,576) Earnings (loss) attributable to Common stockholders - diluted $ 34,276,036 $ (97,758,496) $ (63,482,460) Weighted average Common Stock outstanding - basic 44,443,930 — 44,443,930 Weighted average effect of dilutive securities: Series A Preferred Stock 31,158,962 — 31,158,962 Unvested Restricted Stock Units 612,940 (612,940) — Unvested Legacy Bridger Incentive Units 236,944 (236,944) — Sponsor Earnout Shares 746,353 (746,353) — Weighted average Common Stock outstanding - diluted 77,199,129 (1,596,237) 75,602,892 Earnings per share - basic $ 0.77 $ — $ 0.77 Earnings (loss) per share - diluted $ 0.44 $ (1.28) $ (0.84) The following table summarizes the potentially dilutive common shares that were excluded from Earnings (loss) per share - diluted computations because the effect would have been anti-dilutive: For the six months ended June 30, 2023 As Reported Adjustment As Restated Unvested Restricted Stock Units — 6,426,310 6,426,310 Public Warrants 17,250,000 — 17,250,000 Private Placement Warrants 9,400,000 — 9,400,000 Unvested Legacy Bridger Incentive Units — 242,424 242,424 Sponsor Earnout Shares — 855,000 855,000 For the three months ended June 30, 2023, the 315,789 shares of Series A Preferred Stock were excluded from the Earnings (loss) per share - diluted computations because the effect would have been anti-dilutive. The 315,789 shares of Series A Preferred Stock are convertible into 31,158,962 shares of Common Stock. Corrected Consolidated Statement of Operations for the three and nine months ended September 30, 2023 For the three months ended September 30, 2023 (in $s, except per share amounts) As Reported Adjustment As Restated Revenues $ 53,619,117 $ — $ 53,619,117 Cost of revenues: Flight operations 9,673,769 — 9,673,769 Maintenance 5,534,423 — 5,534,423 Total cost of revenues 15,208,192 15,208,192 — 15,208,192 Gross income 38,410,925 — 38,410,925 Selling, general and administrative expense 15,826,474 — 15,826,474 Operating income 22,584,451 — 22,584,451 Interest expense (5,970,547) — (5,970,547) Other income 559,992 — 559,992 Income before income taxes $ 17,173,896 $ — $ 17,173,896 Income tax benefit 314,080 — 314,080 Net income $ 17,487,976 $ — $ 17,487,976 Series A Preferred Stock—adjustment for deemed dividend upon Closing — — — Series A Preferred Stock—adjustment to eliminate 50% multiplier — — — Series A Preferred Stock—adjustment to maximum redemptions value (6,048,025) — (6,048,025) Legacy Bridger Series A Preferred Shares—adjustment for redemption, extinguishment and accrued interest — — — Legacy Bridger Series C Preferred Shares - adjustment to maximum redemption value — — — Earnings attributable to Common stockholders - basic $ 11,439,951 $ — $ 11,439,951 Change in fair value of embedded derivative — (178,702) (178,702) Dilutive adjustments to Earnings attributable to Common stockholders - basic — 6,048,025 6,048,025 Earnings attributable to Common stockholders - diluted $ 11,439,951 $ 5,869,323 $ 17,309,274 Earnings per share - basic $ 0.25 $ — 0.25 Earnings per share - diluted $ 0.15 $ 0.07 0.22 Weighted average Common Stock outstanding – basic 45,905,962 — 45,905,962 Weighted average Common Stock outstanding – diluted 78,895,759 581,997 79,477,756 For the nine months ended September 30, 2023 (in $s, except per share amounts) As Reported Adjustment As Restated Revenues $ 65,599,770 $ — $ 65,599,770 Cost of revenues: Flight operations 19,706,152 — 19,706,152 Maintenance 13,260,850 — 13,260,850 Total cost of revenues 32,967,002 32,967,002 — 32,967,002 Gross income 32,632,768 — 32,632,768 Selling, general and administrative expense 64,242,773 — 64,242,773 Operating loss (31,610,005) — (31,610,005) Interest expense (17,175,959) — (17,175,959) Other income 2,253,320 — 2,253,320 Loss before income taxes $ (46,532,644) $ — $ (46,532,644) Income tax benefit 314,080 — 314,080 Net loss $ (46,218,564) $ — $ (46,218,564) Series A Preferred Stock—adjustment for deemed dividend upon Closing (48,300,000) — (48,300,000) Series A Preferred Stock—adjustment to eliminate 50% multiplier 156,362,598 — 156,362,598 Series A Preferred Stock—adjustment to maximum redemptions value (16,128,047) — (16,128,047) Legacy Bridger Series A Preferred Shares—adjustment for redemption, extinguishment and accrued interest — — — Legacy Bridger Series C Preferred Shares - adjustment to maximum redemption value — — — Earnings attributable to Common stockholders - basic $ 45,715,987 $ — $ 45,715,987 Change in fair value of embedded derivative — 45,378 45,378 Dilutive adjustments to Earnings attributable to Common stockholders - basic — (91,934,550) (91,934,550) Earnings (loss) attributable to Common stockholders - diluted $ 45,715,987 $ (91,889,172) $ (46,173,185) Earnings per share - basic $ 1.02 $ — 1.02 Earnings (loss) per share - diluted $ 0.59 $ (1.19) (0.60) Weighted average Common Stock outstanding – basic 44,936,629 — 44,936,629 Weighted average Common Stock outstanding – diluted 77,903,350 (1,258,812) 76,644,538 Corrected Earnings (Loss) Per Share Footnote, Note 22 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, for the three and nine months ended September 30, 2023 For the three months ended September 30, 2023 (in $s, except per share amounts) As Reported Adjustment As Restated Net income $ 17,487,976 $ — $ 17,487,976 Adjustments to Net income: Series A Preferred Stock—adjustment for deemed dividend upon Closing — — — Legacy Bridger Series A Preferred Shares—adjustment for redemption, extinguishment and accrued interest — — — Legacy Bridger Series C Preferred Shares - adjustment to maximum redemption value — — — — Series A Preferred Stock—adjustment to eliminate 50% multiplier — — — Series A Preferred Stock—adjustment to maximum redemptions value (6,048,025) — (6,048,025) Earnings attributable to Common Stockholders – basic $ 11,439,951 $ — $ 11,439,951 Change in fair value of embedded derivative — (178,702) (178,702) Dilutive adjustments to Earnings attributable to Common Stockholders - basic — 6,048,025 6,048,025 Earnings attributable to Common Stockholders - diluted $ 11,439,951 $ 5,869,323 $ 17,309,274 Weighted average Common Stock outstanding - basic 45,905,962 — 45,905,962 Weighted average effect of dilutive securities: Series A Preferred Stock 31,158,962 548,947 31,707,909 Unvested Restricted Stock Units 895,923 33,050 928,973 Unvested Legacy Bridger Incentive Units 79,912 — 79,912 Sponsor Earnout Shares 855,000 — 855,000 Weighted average Common Stock outstanding - diluted 78,895,759 581,997 79,477,756 Earnings per share - basic $ 0.25 $ — $ 0.25 Earnings per share - diluted $ 0.15 $ 0.07 $ 0.22 The following table summarizes the potentially dilutive common shares that were excluded from Earnings (loss) per share - diluted computations because the effect would have been anti-dilutive: For the three months ended September 30, 2023 As Reported Adjustment As Restated Series A Preferred Stock 315,789 (315,789) — Unvested Restricted Stock Units 6,280,017 (2,103,934) 4,176,083 Public Warrants 17,250,000 — 17,250,000 Private Placement Warrants 9,400,000 — 9,400,000 Unvested Legacy Bridger Incentive Units 77,775 (77,775) — Sponsor Earnout Shares 855,000 (855,000) — For the nine months ended September 30, 2023 (in $s, except per share amounts) As Reported Adjustment As Restated Net loss $ (46,218,564) $ — $ (46,218,564) Adjustments to Net loss: Series A Preferred Stock—adjustment for deemed dividend upon Closing (48,300,000) — (48,300,000) Legacy Bridger Series A Preferred Shares—adjustment for redemption, extinguishment and accrued interest — — — Legacy Bridger Series C Preferred Shares - adjustment to maximum redemption value — — — — Series A Preferred Stock—adjustment to eliminate 50% multiplier 156,362,598 — 156,362,598 Series A Preferred Stock—adjustment to maximum redemptions value (16,128,047) — (16,128,047) Earnings attributable to Common stockholders – basic $ 45,715,987 $ — $ 45,715,987 Change in fair value of embedded derivative — 45,378 45,378 Dilutive adjustments to Earnings attributable to Common stockholders - basic — (91,934,550) (91,934,550) Earnings (loss) attributable to Common stockholders - diluted $ 45,715,987 $ (91,889,172) $ (46,173,185) Weighted average Common Stock outstanding - basic 44,936,629 — 44,936,629 Weighted average effect of dilutive securities: Series A Preferred Stock 31,158,962 548,947 31,707,909 Unvested Restricted Stock Units 945,295 (945,295) — Unvested Legacy Bridger Incentive Units 79,497 (79,497) — Sponsor Earnout Shares 782,967 (782,967) — Weighted average Common Stock outstanding - diluted 77,903,350 (1,258,812) 76,644,538 Earnings per share - basic $ 1.02 $ — $ 1.02 Earnings (loss) per share - diluted $ 0.59 $ (1.19) $ (0.60) The following table summarizes the potentially dilutive common shares that were excluded from Earnings (loss) per share - diluted computations because the effect would have been anti-dilutive: For the nine months ended September 30, 2023 As Reported Adjustment As Restated Unvested Restricted Stock Units — 6,930,182 6,930,182 Public Warrants 17,250,000 — 17,250,000 Private Placement Warrants 9,400,000 — 9,400,000 Unvested Legacy Bridger Incentive Units — 80,808 80,808 Sponsor Earnout Shares — 855,000 855,000 |