Cautionary Note Regarding Forward-Looking Statements [Nature of Forward-Looking Statements](index=3&type=section&id=3.1%20Nature%20of%20Forward-Looking%20Statements) Forward-looking statements on operations, finance, and dividends are subject to risks causing actual results to differ - The report includes forward-looking statements regarding company operations, taxes, earnings, financial performance, and dividends, which are not historical facts[76](index=76&type=chunk) - Forward-looking statements are subject to known and unknown risks, assumptions, and uncertainties, which may cause actual results to differ materially from expectations[6](index=6&type=chunk)[76](index=76&type=chunk) - The company does not plan to publicly update or revise any forward-looking statements[77](index=77&type=chunk) Certain Definitions [Key Terms Defined](index=3&type=section&id=3.2%20Key%20Terms%20Defined) Key terms like 'Company,' 'AUM,' and 'fee-earning AUM' are defined for consistent report understanding - 'We,' 'Company,' 'Bridge' refer to Bridge Investment Group Holdings Inc. and its subsidiaries (post-IPO), and the Operating Company and its subsidiaries (pre-IPO)[8](index=8&type=chunk) - 'Assets Under Management' (AUM) refers to assets managed by the company, calculated as the fair value of fund and vehicle assets plus uncalled capital commitments[8](index=8&type=chunk) - 'Fee-earning AUM' refers to assets from which the company earns management fees or other income[83](index=83&type=chunk) - 'Operating Company' refers to Bridge Investment Group Holdings LLC, a Delaware limited liability company[12](index=12&type=chunk) PART I. FINANCIAL INFORMATION [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$1.37 billion**, liabilities grew **43.6%**, and equity decreased **0.7%** as of March 31, 2023 Condensed Consolidated Balance Sheet Key Data | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :------------------------- | :-------------------------- | :-------------- | :--------- | | Total Assets | $1,371,936 | $1,154,835 | $217,101 | 18.8% | | Cash and cash equivalents | $77,508 | $183,576 | $(106,068) | -57.8% | | Other investments | $184,961 | $85,456 | $99,505 | 116.4% | | Accrued performance allocations | $447,698 | $554,723 | $(107,025) | -19.3% | | Intangible assets, net | $153,410 | $4,894 | $148,516 | 3034.7% | | Goodwill | $234,603 | $55,982 | $178,621 | 319.1% | | Total Liabilities | $730,339 | $508,516 | $221,823 | 43.6% | | Line of credit | $80,000 | $— | $80,000 | N/A | | Notes payable | $446,387 | $297,294 | $149,093 | 50.1% | | Total Shareholders' Equity | $641,597 | $646,319 | $(4,722) | -0.7% | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a **$67.4 million** net loss for Q1 2023, a significant decline from prior year, driven by decreased revenue and investment losses Condensed Consolidated Statements of Operations Key Data | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :-------------- | :--------- | | Total Revenues | $91,448 | $104,134 | $(12,686) | -12.2% | | Fund management fees | $53,849 | $52,700 | $1,149 | 2.2% | | Transaction fees | $2,377 | $21,998 | $(19,621) | -89.2% | | Total Investment Income (Loss) | $(103,863) | $74,839 | $(178,702) | -238.8% | | Unrealized performance allocations | $(107,025) | $65,862 | $(172,887) | -262.5% | | Total Expenses | $61,656 | $75,938 | $(14,282) | -18.8% | | Unrealized performance allocations compensation | $(14,670) | $9,238 | $(23,908) | -258.8% | | (Loss) Income before income taxes | $(73,275) | $103,050 | $(176,325) | -171.1% | | Net (Loss) Income | $(67,431) | $97,505 | $(164,936) | -169.1% | | Net Income attributable to Bridge Investment Group Holdings Inc. | $2,034 | $9,772 | $(7,738) | -79.2% | | Basic EPS (Class A common stock) | $0.03 | $0.35 | $(0.32) | -91.4% | | Diluted EPS (Class A common stock) | $(0.13) | $0.35 | $(0.48) | -137.1% | [Condensed Consolidated Statements of Comprehensive Income](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) For Q1 2023, the company reported a total comprehensive loss of **$67.3 million**, a significant decline from prior year's income, primarily due to net loss Condensed Consolidated Statements of Comprehensive Income Key Data | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :-------------- | :--------- | | Net (loss) income | $(67,431) | $97,505 | $(164,936) | -169.1% | | Other comprehensive income (loss)—foreign currency translation adjustments, net of tax | $87 | $9 | $78 | 866.7% | | Total comprehensive (loss) income | $(67,344) | $97,514 | $(164,858) | -169.0% | | Comprehensive income attributable to Bridge Investment Group Holdings Inc. | $2,121 | $9,781 | $(7,660) | -78.3% | [Condensed Consolidated Statements of Changes in Shareholders'/Members' Equity](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%2FMembers'%20Equity) Total shareholders' equity decreased to **$641.6 million** by March 31, 2023, primarily due to net loss and distributions, partially offset by equity compensation Condensed Consolidated Shareholders'/Members' Equity Key Data | Metric | Balance as of December 31, 2022 (in thousands) | Balance as of March 31, 2023 (in thousands) | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :------------------------------ | :--------------------------- | :-------------- | :--------- | | Total Shareholders'/Members' Equity | $646,319 | $641,597 | $(4,722) | -0.7% | | Net income (loss) | $14,230 (Retained Earnings) | $10,723 (Retained Earnings) | $(3,507) | -24.6% | | Distributions | N/A | $(25,428) | N/A | N/A | | Dividends on Class A Common Stock/Units | N/A | $(5,541) | N/A | N/A | | Share-based compensation, net of forfeitures | N/A | $9,360 | N/A | N/A | [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations significantly decreased to **$12.8 million**, investing activities used **$316 million** (Newbury acquisition), and financing provided **$197.4 million** (new debt) Condensed Consolidated Cash Flow Key Data | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :-------------- | :--------- | | Net cash provided by operating activities | $12,815 | $50,389 | $(37,574) | -74.6% | | Net cash (used in) provided by investing activities | $(315,996) | $75,954 | $(391,950) | -516.1% | | Net cash provided by (used in) financing activities | $197,373 | $(51,932) | $249,305 | 480.1% | | Net (decrease) increase in cash, cash equivalents, and restricted cash | $(105,808) | $74,411 | $(180,219) | -242.2% | | Cash paid for acquisition, net of cash acquired | $(319,364) | $(15,089) | $(304,275) | 2016.6% | | Proceeds from revolving line of credit | $150,000 | $— | $150,000 | N/A | | Borrowings on private notes | $150,000 | $— | $150,000 | N/A | [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the condensed consolidated financial statements, covering organization, accounting policies, and specific financial items [1. ORGANIZATION](index=13&type=section&id=1.%20ORGANIZATION) Bridge Investment Group Holdings Inc. operates as an alternative investment manager, controlling the Operating Company and holding approximately **25%** economic interest - Bridge Investment Group Holdings Inc. is a leading diversified alternative asset manager, achieving significant growth since its inception in 2009[34](index=34&type=chunk) - The company acts as the sole managing member of the Operating Company, indirectly operating and controlling it and all its direct and indirect subsidiaries[27](index=27&type=chunk)[41](index=41&type=chunk) - As of March 31, 2023, the company held approximately **25%** economic interest in the Operating Company[27](index=27&type=chunk) - The 2021 IPO involved a series of organizational transactions where interests in Contributed Bridge GPs were contributed to the Operating Company in exchange for LLC interests, leading to consolidation[39](index=39&type=chunk)[40](index=40&type=chunk)[101](index=101&type=chunk) [2. SIGNIFICANT ACCOUNTING POLICIES](index=15&type=section&id=2.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Financial statements are prepared under GAAP, consolidating controlled entities, with key estimates for investments, deferred taxes, and goodwill, and revenue recognized per ASC 606 - The company consolidates entities where it has a controlling financial interest, either as the primary beneficiary of a variable interest entity (VIE) or through a majority voting interest[43](index=43&type=chunk)[44](index=44&type=chunk)[106](index=106&type=chunk) - Management's estimates, particularly for investment valuations, deferred tax balances, and goodwill, may exhibit higher variability and volatility due to global market fluctuations, inflation, and rising interest rates[46](index=46&type=chunk)[47](index=47&type=chunk)[110](index=110&type=chunk) - Revenue is recognized based on distinct performance obligations, including fund management fees, property management and leasing fees, construction management fees, development fees, transaction fees, fund administration fees, insurance premiums, and other asset management and property income[62](index=62&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk)[126](index=126&type=chunk)[64](index=64&type=chunk)[135](index=135&type=chunk)[65](index=65&type=chunk)[136](index=136&type=chunk)[66](index=66&type=chunk) - Performance allocations are accounted for as financial asset gains under ASC 323, recognized at fair value based on a hypothetical liquidation, and may be subject to reversal[68](index=68&type=chunk)[69](index=69&type=chunk)[117](index=117&type=chunk)[139](index=139&type=chunk) - The company adopted ASU 2016-13 (credit losses) on January 1, 2023, using a modified retrospective transition method, with no material impact on the condensed consolidated financial statements[218](index=218&type=chunk) [3. REVENUE](index=25&type=section&id=3.%20REVENUE) Total revenue decreased **12%** to **$91.4 million** for Q1 2023, mainly due to an **89%** drop in transaction fees, partially offset by growth in other fee types Revenue Details (by Product Category) | Revenue Type | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :-------------- | :--------- | | Total Revenues | $91,448 | $104,134 | $(12,686) | -12.2% | | Fund management fees | $53,849 | $52,700 | $1,149 | 2.2% | | Property management and leasing fees | $19,899 | $18,279 | $1,620 | 8.9% | | Construction management fees | $3,285 | $1,887 | $1,398 | 74.1% | | Development fees | $335 | $1,259 | $(924) | -73.4% | | Transaction fees | $2,377 | $21,998 | $(19,621) | -89.2% | | Fund administration fees | $4,177 | $3,640 | $537 | 14.7% | | Insurance premiums | $4,729 | $2,416 | $2,313 | 95.7% | | Other asset management and property income | $2,797 | $1,955 | $842 | 43.1% | - As of March 31, 2023, deferred revenue was **$16.6 million**, of which **$3.2 million** was recognized as revenue during the quarter[259](index=259&type=chunk) [4. MARKETABLE SECURITIES](index=26&type=section&id=4.%20MARKETABLE%20SECURITIES) Marketable securities decreased **13%** to **$12.7 million** as of March 31, 2023, reported at fair value and primarily comprising mutual and exchange-traded funds Marketable Securities Fair Value | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :------------------------- | :------------- | :---------------- | :-------------- | :--------- | | Total marketable securities | $12,717 | $14,614 | $(1,897) | -13.0% | | Common shares in publicly traded company | $108 | $86 | $22 | 25.6% | | Exchange traded funds | $1,860 | $2,117 | $(257) | -12.1% | | Mutual funds | $10,749 | $12,411 | $(1,662) | -13.4% | [5. INVESTMENTS](index=26&type=section&id=5.%20INVESTMENTS) Other investments significantly increased to **$185 million**, while accrued performance allocations decreased **19.3%** to **$447.7 million**, resulting in a **$102.4 million** loss for Q1 2023 Investment Portfolio Key Data | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :------------- | :---------------- | :-------------- | :--------- | | Accrued performance allocations | $447,698 | $554,723 | $(107,025) | -19.3% | | Partnership interests | $174,250 | $77,087 | $97,163 | 126.0% | | Other investments | $10,711 | $8,369 | $2,342 | 28.0% | - For the three months ended March 31, 2023, the company recognized a **$102.4 million** loss from accrued performance allocations and other investments, compared to a **$75.2 million** gain in the prior year period[236](index=236&type=chunk) - The fair value of accrued performance allocations is reported with a three-month lag[263](index=263&type=chunk) [6. NOTES RECEIVABLES FROM AFFILIATES](index=27&type=section&id=6.%20NOTES%20RECEIVABLES%20FROM%20AFFILIATES) Notes receivable from affiliates decreased **11.6%** to **$59.4 million**, including short-term notes and employee notes, with short-term notes bearing a **4.88%** weighted-average interest rate Notes Receivable from Affiliates | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :------------- | :---------------- | :-------------- | :--------- | | Total notes receivable from affiliates | $59,432 | $67,244 | $(7,812) | -11.6% | | Short-term notes receivables from affiliates | $55,019 | $63,066 | $(8,047) | -12.8% | | Notes receivables from employees | $4,413 | $4,178 | $235 | 5.6% | - As of March 31, 2023, short-term notes receivable from affiliates had a weighted-average fixed interest rate of **4.88%**[265](index=265&type=chunk) [7. FAIR VALUE MEASUREMENTS](index=27&type=section&id=7.%20FAIR%20VALUE%20MEASUREMENTS) Total assets measured at fair value were **$645.4 million**, with **$12.7 million** in Level 1, **$10.7 million** in Level 3, and **$621.9 million** measured at NAV as of March 31, 2023 Assets and Liabilities Measured at Fair Value | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :------------- | :---------------- | :-------------- | :--------- | | Total assets at fair value | $645,376 | $654,793 | $(9,417) | -1.4% | | Level 1 Assets | $12,717 | $14,614 | $(1,897) | -13.0% | | Level 3 Assets | $10,711 | $8,369 | $2,342 | 28.0% | | Measured at NAV Assets | $621,948 | $631,810 | $(9,862) | -1.6% | | General Partner Notes Payable (Measured at NAV) | $7,690 | $8,633 | $(943) | -10.9% | - Accrued performance allocations and partnership interests typically use the net asset value (NAV) per share calculated by investment managers as a practical expedient for determining fair value[267](index=267&type=chunk) [8. BUSINESS COMBINATION AND GOODWILL](index=30&type=section&id=8.%20BUSINESS%20COMBINATION%20AND%20GOODWILL) The Newbury Partners LLC acquisition for **$320.1 million** cash resulted in **$178.6 million** goodwill and significant intangible assets, following the 2022 GBC acquisition - Newbury acquisition (March 31, 2023)[272](index=272&type=chunk) Newbury Acquisition Key Data | Metric | Amount (in thousands) | | :--------------------------------- | :-------------------- | | Total consideration | $320,100 | | Goodwill recognized | $178,622 | | Management contracts acquired | $98,000 | | Client relationships acquired | $48,000 | | Trade name acquired | $3,000 | | Transaction costs expensed | $3,500 | - GBC acquisition (January 31, 2022)[253](index=253&type=chunk) GBC Acquisition Key Data | Metric | Amount (in thousands) | | :--------------------------------- | :-------------------- | | Total consideration | $30,019 | | Goodwill recognized | $46,152 | | Intangible assets acquired (in place contracts) | $3,195 | | Intangible assets acquired (trade name) | $150 | [9. INSURANCE LOSS RESERVES AND LOSS AND LOSS ADJUSTMENT EXPENSES](index=32&type=section&id=9.%20INSURANCE%20LOSS%20RESERVES%20AND%20LOSS%20AND%20LOSS%20ADJUSTMENT%20EXPENSES) Insurance loss reserves increased to **$9.8 million** as of March 31, 2023, based on estimated settlement costs for reported and unreported claims, with BIGRM providing various insurance policies - As of March 31, 2023, insurance loss reserves were **$9.8 million**, an increase from **$9.4 million** as of December 31, 2022[300](index=300&type=chunk) - BIGRM provides insurance policies for lease deposit fulfillment, landlord legal liability, workers' compensation deductibles, property deductibles, and general liability deductible reimbursements[299](index=299&type=chunk) [10. SELF-INSURANCE RESERVES](index=33&type=section&id=10.%20SELF-INSURANCE%20RESERVES) Total self-insurance reserves increased to **$4.1 million** as of March 31, 2023, comprising **$1.6 million** for general liability SIR and **$2.5 million** for medical self-insurance - As of March 31, 2023, total self-insurance reserves were **$4.1 million**, an increase from **$3.5 million** as of December 31, 2022[303](index=303&type=chunk) - As of March 31, 2023, general liability SIR reserves were **$1.6 million**, an increase from **$1.1 million** as of December 31, 2022[282](index=282&type=chunk) - As of March 31, 2023, medical self-insurance reserves were **$2.5 million**, an increase from **$2.3 million** as of December 31, 2022[301](index=301&type=chunk) [11. GENERAL PARTNER NOTES PAYABLE](index=34&type=section&id=11.%20GENERAL%20PARTNER%20NOTES%20PAYABLE) General Partner Notes Payable decreased to **$7.69 million** as of March 31, 2023, with the company electing fair value option for these notes, recording changes in unrealized gains/losses General Partner Notes Payable | Fund | Commitment (in thousands) | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :-------------------------- | :--------- | :------------- | :---------------- | :-------------- | :--------- | | Bridge Seniors Housing Fund I | $4,775 | $3,946 | $4,319 | $(373) | -8.6% | | Bridge Multifamily Fund III | $9,300 | $3,744 | $4,314 | $(570) | -13.2% | | Total | $14,075 | $7,690 | $8,633 | $(943) | -10.9% | - The company has elected the fair value option for General Partner Notes Payable, with changes in value recorded in unrealized gains and losses[284](index=284&type=chunk) [12. LINE OF CREDIT](index=34&type=section&id=12.%20LINE%20OF%20CREDIT) The credit line's total revolving commitment increased to **$225 million**, with an **$80 million** outstanding balance at a **6.56%** weighted-average interest rate as of March 31, 2023 - The total revolving commitment increased to **$225 million**[307](index=307&type=chunk) - The variable interest rate was increased by **15 basis points**, and the quarterly unused commitment fee increased to **0.25%**[307](index=307&type=chunk) - As of March 31, 2023, the outstanding balance on the line of credit was **$80 million**, with a weighted-average interest rate of **6.56%**[308](index=308&type=chunk) - As of March 31, 2023, the company was in full compliance with all debt covenants[308](index=308&type=chunk) [13. NOTES PAYABLE](index=35&type=section&id=13.%20NOTES%20PAYABLE) Notes payable increased to **$446.4 million** as of March 31, 2023, primarily due to the issuance of **$150 million** in 2023 private notes, with the company fully compliant with debt covenants - Private notes net carrying value: **$446.4 million** as of March 31, 2023, an increase from **$297.3 million** as of December 31, 2022[311](index=311&type=chunk) - **$150 million** in 2023 private notes were issued (two tranches: **$120 million** at **6.0%** interest due 2030; **$30 million** at **6.1%** interest due 2033)[310](index=310&type=chunk) - Interest expense was **$3.4 million** for the three months ended March 31, 2023, compared to **$1.5 million** for the same period in 2022[313](index=313&type=chunk) - As of March 31, 2023, the company was in full compliance with all debt covenants[311](index=311&type=chunk) [14. REALIZED AND UNREALIZED GAINS (LOSSES)](index=36&type=section&id=14.%20REALIZED%20AND%20UNREALIZED%20GAINS%20(LOSSES)) Total realized and unrealized gains (losses) increased to **$1.4 million** for Q1 2023, driven by **$2.16 million** in unrealized gains, partially offset by **$0.73 million** in realized losses Realized and Unrealized Gains (Losses) | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :-------------- | :--------- | | Total realized and unrealized gains (losses) | $1,436 | $495 | $941 | 190.1% | | Net Realized Gains (Losses) | $(728) | $(101) | $(627) | 620.8% | | Net Unrealized Gains (Losses) | $2,164 | $596 | $1,568 | 263.1% | [15. INCOME TAXES](index=36&type=section&id=15.%20INCOME%20TAXES) The effective tax rate for Q1 2023 was **(9)%**, fluctuating due to non-controlling interest income allocation, with deferred tax assets at **$54.1 million** and TRA liabilities at **$52.1 million** - Effective tax rate: **(9)%** for Q1 2023, compared to **5%** for Q1 2022[328](index=328&type=chunk) - As of March 31, 2023, deferred income tax assets were **$54.1 million**, compared to **$53.9 million** as of December 31, 2022[293](index=293&type=chunk) - As of March 31, 2023, TRA liabilities were **$52.1 million**, compared to **$52.0 million** as of December 31, 2022[293](index=293&type=chunk) - As of March 31, 2023, the company had no unrecognized tax positions[318](index=318&type=chunk) [16. SHAREHOLDERS' EQUITY](index=37&type=section&id=16.%20SHAREHOLDERS'%20EQUITY) As of March 31, 2023, **32.7 million** Class A and **85.3 million** Class B common shares were outstanding, with a **$0.17** dividend per Class A share paid for the quarter Outstanding Common Stock | Metric | March 31, 2023 | December 31, 2022 | Change (Amount) | Change (%) | | :--------------------------------- | :------------- | :---------------- | :-------------- | :--------- | | Class A common stock outstanding | 32,686,835 | 29,488,521 | 3,198,314 | 10.8% | | Class B common stock outstanding | 85,301,127 | 85,301,127 | 0 | 0.0% | Class A Common Stock Dividends | Dividend Details | March 10, 2023 | March 11, 2022 | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :------------- | :------------- | :-------------- | :--------- | | Dividend per Share of Common Stock | $0.17 | $0.21 | $(0.04) | -19.0% | | Dividend to Common Stockholders | $5,541 | $5,917 | $(376) | -6.4% | - On January 1, 2023, 2020 profits interest awards converted into **801,927** shares of Class A common stock and **2,025,953** Class A units[333](index=333&type=chunk) - As of March 31, 2023, the company is the sole managing member of the Operating Company, owning **32,686,835** Class A units (representing **25%**) and **97,463,981** Class B units (representing **100%**) of the Operating Company[341](index=341&type=chunk) [17. COMMITMENTS AND CONTINGENCIES](index=40&type=section&id=17.%20COMMITMENTS%20AND%20CONTINGENCIES) Operating lease liabilities totaled **$15.4 million** with a **4.0-year** weighted-average remaining term, and potential performance income clawback is **$178 million**, deemed unlikely by management Operating Lease Liabilities | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :------------- | :---------------- | :-------------- | :--------- | | Total operating lease liabilities | $15,415 | $17,490 | $(2,075) | -11.9% | | Weighted-average remaining lease term | 4.0 years | 4.2 years | -0.2 years | -4.8% | - The amount of performance income that general partners might have to repay (net of tax distributions) is approximately **$178 million** if all existing investments became worthless, a possibility management considers remote[345](index=345&type=chunk) - As of March 31, 2023, the company had guaranteed **$6.8 million** in letters of credit for property self-insurance programs and **$0.4 million** for operating leases[347](index=347&type=chunk) [18. VARIABLE INTEREST ENTITIES](index=42&type=section&id=18.%20VARIABLE%20INTEREST%20ENTITIES) Consolidated VIEs had total assets of **$1.31 billion** and liabilities of **$677.9 million** as of March 31, 2023, with maximum loss exposure for unconsolidated funds limited to **$174.3 million** - As of March 31, 2023, consolidated VIEs had total assets of **$1.31 billion**, an increase from **$1.10 billion** as of December 31, 2022[358](index=358&type=chunk) - As of March 31, 2023, consolidated VIEs had total liabilities of **$677.9 million**, an increase from **$455.6 million** as of December 31, 2022[358](index=358&type=chunk) - The company's maximum loss exposure for unconsolidated private equity funds is limited to the carrying value of its investments, which was **$174.3 million** as of March 31, 2023, an increase from **$77.1 million** as of December 31, 2022[351](index=351&type=chunk) [19. RELATED PARTY TRANSACTIONS](index=42&type=section&id=19.%20RELATED%20PARTY%20TRANSACTIONS) Most revenue is from related parties, with **$61.2 million** in receivables and **$59.4 million** in notes receivable from affiliates, and **$52 million** owed for TRA liabilities as of March 31, 2023 Related Party Transactions Key Data | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :------------- | :---------------- | :-------------- | :--------- | | Total receivables from affiliates | $61,188 | $53,804 | $7,384 | 13.7% | | Notes receivables from affiliates | $59,432 | $67,244 | $(7,812) | -11.6% | | Due to affiliates (TRA) | $52,000 | $52,000 | $0 | 0.0% | [20. SHARE-BASED COMPENSATION AND PROFITS INTERESTS](index=43&type=section&id=20.%20SHARE-BASED%20COMPENSATION%20AND%20PROFITS%20INTERESTS) Unrecognized compensation cost for unvested restricted stock, RSUs, and profits interests totaled **$89 million**, with **$9.4 million** in share-based compensation expense for the quarter Share-Based Compensation Expense | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :-------------- | :--------- | | Total share-based compensation expense | $9,360 | $7,266 | $2,094 | 28.8% | - As of March 31, 2023, total unrecognized compensation cost for all unvested restricted stock and RSU awards was **$82.6 million**, expected to be recognized over a weighted-average period of **2.3 years**[368](index=368&type=chunk) - As of March 31, 2023, total unrecognized compensation cost for all unvested profits interest awards was **$6.4 million**, expected to be recognized over a weighted-average period of **1.5 years**[370](index=370&type=chunk) - As of March 31, 2023, **4,346,353** shares were available for future grants under the 2021 Incentive Plan[361](index=361&type=chunk) [21. (LOSS) EARNINGS PER SHARE](index=45&type=section&id=21.%20(LOSS)%20EARNINGS%20PER%20SHARE) Basic EPS for Class A common stock was **$0.03**, down from **$0.35** last year, and diluted EPS was a **$0.13** loss, reflecting the net loss attributable to Bridge Investment Group Holdings Inc. Earnings Per Share Key Data | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :-------------- | :--------- | | Net income available to Class A common shareholders - basic | $728 | $8,014 | $(7,286) | -90.9% | | Basic EPS (Class A common stock) | $0.03 | $0.35 | $(0.32) | -91.4% | | Diluted EPS (Class A common stock) | $(0.13) | $0.35 | $(0.48) | -137.1% | | Weighted-average shares of Class A common stock outstanding - basic | 25,068,319 | 23,138,030 | 1,930,289 | 8.3% | | Weighted-average shares of Class A common stock outstanding - diluted | 123,881,500 | 23,138,030 | 100,743,470 | 435.4% | [22. SUBSEQUENT EVENTS](index=46&type=section&id=22.%20SUBSEQUENT%20EVENTS) No subsequent events requiring recognition or disclosure occurred Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations [Overview](index=47&type=section&id=Overview) Bridge Investment Group, a leading alternative investment manager, had **$48.8 billion** AUM as of March 31, 2023, diversified across specialized asset classes, with Newbury acquisition completed - As of March 31, 2023, Assets Under Management (AUM) were approximately **$48.8 billion**, including the acquisition of Newbury Partners[387](index=387&type=chunk) - The company's business is diversified across specialized asset classes including multifamily, workforce and affordable housing, seniors housing, single-family rental, development, net lease, logistics, debt strategies, agency mortgage-backed securities, office, real estate tech, renewable energy, and secondaries[387](index=387&type=chunk) - Future performance is highly dependent on attracting new capital, generating strong and consistent returns, identifying investments with attractive risk-adjusted returns, and offering compelling investment products to a growing investor base[389](index=389&type=chunk) - The Newbury acquisition was completed on March 31, 2023, for a total cash consideration of **$320.1 million**[399](index=399&type=chunk) [Key Financial Measures](index=49&type=section&id=Key%20Financial%20Measures) This section details the company's diverse revenue streams, including various management fees and performance fees, and explains expense categories, highlighting market impact on performance allocations - Revenue sources include fund management fees (based on committed capital, invested capital, or net asset value), property management and leasing fees (typically **2.5% to 5%** of managed property cash collections), construction management fees (typically **0.5% to 5.0%** of construction costs), development fees, transaction fees (typically **0.5% to 1.0%** of gross acquisition cost or total development budget), fund administration fees, insurance premiums, and other asset management and property income[418](index=418&type=chunk)[402](index=402&type=chunk)[404](index=404&type=chunk)[419](index=419&type=chunk)[405](index=405&type=chunk)[406](index=406&type=chunk)[420](index=420&type=chunk) - Performance fees include incentive fees (calculated as a percentage of profits from specific accounts, subject to minimum return hurdles) and performance allocations (typically **15% to 20%** of a fund's cumulative performance, subject to minimum return hurdles)[421](index=421&type=chunk)[422](index=422&type=chunk)[407](index=407&type=chunk)[409](index=409&type=chunk) - Performance allocations are recognized based on fund governing documents as the amount payable to the company upon a hypothetical liquidation at current investment fair values, and may be subject to reversal due to declines in cumulative returns[409](index=409&type=chunk) - Expenses include employee compensation and benefits (salaries, bonuses, share-based compensation), performance allocations compensation (up to **60%** of performance allocation revenue), loss and loss adjustment expenses, third-party operating expenses, general and administrative expenses, and depreciation and amortization[423](index=423&type=chunk)[412](index=412&type=chunk)[413](index=413&type=chunk)[414](index=414&type=chunk)[424](index=424&type=chunk)[431](index=431&type=chunk) [Operating Metrics](index=53&type=section&id=Operating%20Metrics) Total AUM grew **25.6%** to **$48.8 billion**, and fee-earning AUM increased **51.2%** to **$22.2 billion** by March 31, 2023, including **$5.2 billion** from the Newbury acquisition Assets Under Management (AUM) and Fee-Earning AUM | Metric | March 31, 2023 (in millions) | March 31, 2022 (in millions) | Change (Amount, in millions) | Change (%) | | :--------------------------------- | :------------- | :------------- | :-------------- | :--------- | | AUM as of end of period | $48,805 | $38,847 | $9,958 | 25.6% | | New capital / commitments raised | $5,862 | $1,101 | $4,761 | 432.4% | | Fee-earning AUM as of end of period | $22,168 | $14,657 | $7,511 | 51.2% | | Fee-earning AUM increase (capital raised/deployment) | $4,970 | $1,565 | $3,405 | 217.6% | - Q1 2023 AUM growth includes **$5.2 billion** from the Newbury acquisition[446](index=446&type=chunk) - Undrawn capital: **$4.4 billion** available, of which **$3.2 billion** is currently fee-earning[452](index=452&type=chunk) - The company's closed-end funds have a historical investment return track record rated in the top quartile by Preqin Ltd[475](index=475&type=chunk) [Revenues](index=59&type=section&id=Revenues) Total revenue decreased **12%** to **$91.4 million** for Q1 2023, primarily due to an **89%** drop in transaction fees, partially offset by growth in construction management and insurance fees Revenue Details (by Product Category) | Revenue Type | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :-------------- | :--------- | | Total Revenues | $91,448 | $104,134 | $(12,686) | -12.2% | | Fund management fees | $53,849 | $52,700 | $1,149 | 2.2% | | Property management and leasing fees | $19,899 | $18,279 | $1,620 | 8.9% | | Construction management fees | $3,285 | $1,887 | $1,398 | 74.1% | | Development fees | $335 | $1,259 | $(924) | -73.4% | | Transaction fees | $2,377 | $21,998 | $(19,621) | -89.2% | | Fund administration fees | $4,177 | $3,640 | $537 | 14.7% | | Insurance premiums | $4,729 | $2,416 | $2,313 | 95.7% | | Other asset management and property income | $2,797 | $1,955 | $842 | 43.1% | - One-time catch-up fees within fund management fees decreased from **$8.4 million** in Q1 2022 to **$2.7 million** in Q1 2023[460](index=460&type=chunk) [Expenses](index=62&type=section&id=Expenses) Total expenses decreased **19%** to **$61.7 million** for Q1 2023, mainly due to a **259%** drop in unrealized performance allocations compensation, despite increases in employee and G&A expenses Expense Details | Expense Type | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :-------------- | :--------- | | Total Expenses | $61,656 | $75,938 | $(14,282) | -18.8% | | Employee compensation and benefits | $51,178 | $47,480 | $3,698 | 7.8% | | Unrealized performance allocations compensation | $(14,670) | $9,238 | $(23,908) | -258.8% | | Loss and loss adjustment expenses | $2,320 | $1,751 | $569 | 32.5% | | General and administrative expenses | $13,893 | $9,508 | $4,385 | 46.1% | | Depreciation and amortization | $1,093 | $633 | $460 | 72.7% | - General and administrative expenses include **$3.5 million** in transaction costs related to the Newbury acquisition and **$0.6 million** in corporate office lease termination costs[484](index=484&type=chunk) [Other Income (Expense)](index=62&type=section&id=Other%20Income%20(Expense)) Total other income significantly increased to **$0.8 million** for Q1 2023, driven by higher net realized/unrealized gains and interest income, partially offset by increased interest expense Other Income (Expense) Details | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :-------------- | :--------- | | Total other income | $796 | $15 | $781 | 5206.7% | | Realized and unrealized gains (losses), net | $1,487 | $427 | $1,060 | 248.2% | | Interest income | $3,454 | $1,209 | $2,245 | 185.7% | | Interest expense | $(4,145) | $(1,621) | $(2,524) | 155.7% | [Non-GAAP Financial Measures](index=63&type=section&id=Non-GAAP%20Financial%20Measures) Total Fee Related Earnings decreased **32%** to **$30.9 million**, and Distributable Earnings decreased **30%** to **$33.4 million** for Q1 2023, primarily due to reduced fee-related revenue and performance allocations Non-GAAP Financial Measures | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :-------------- | :--------- | | Total Fee Related Earnings to the Operating Company | $30,872 | $45,362 | $(14,490) | -32.0% | | Distributable Earnings attributable to the Operating Company | $33,395 | $47,900 | $(14,505) | -30.3% | | Total fee related revenues | $66,778 | $84,491 | $(17,713) | -21.0% | | Transaction fees (component of Fee Related Revenues) | $2,377 | $21,998 | $(19,621) | -89.2% | | Net realized performance allocations and incentive fees (net of compensation) | $1,430 | $8,377 | $(6,947) | -82.9% | - Fee Related Earnings (FRE) and Distributable Earnings (DE) are non-GAAP measures used to assess the company's ability to generate profits from fee-based revenues and core operating performance[470](index=470&type=chunk)[487](index=487&type=chunk) [Liquidity and Capital Resources](index=68&type=section&id=Liquidity%20and%20Capital%20Resources) Net cash from operations significantly decreased to **$12.8 million**, investing activities used **$316 million** (Newbury acquisition), and financing provided **$197.4 million** (new debt) for Q1 2023 Cash Flow Summary | Cash Flow Activity | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | Change (Amount, in thousands) | Change (%) | | :--------------------------------- | :-------------------------------- | :-------------------------------- | :-------------- | :--------- | | Net cash provided by operating activities | $12,815 | $50,389 | $(37,574) | -74.6% | | Net cash (used in) provided by investing activities | $(315,996) | $75,954 | $(391,950) | -516.1% | | Net cash provided by (used in) financing activities | $197,373 | $(51,932) | $249,305 | 480.1% | - Cash paid for Newbury acquisition: **$319.4 million**[494](index=494&type=chunk) - Proceeds from 2023 private notes: **$150 million**[495](index=495&type=chunk) - Net draws on line of credit: **$80 million**[495](index=495&type=chunk) - As of March 31, 2023, the company was in full compliance with all debt covenants[499](index=499&type=chunk) [Critical Accounting Estimates](index=70&type=section&id=Critical%20Accounting%20Estimates) No significant changes occurred in critical accounting estimates for the quarter ended March 31, 2023 - No significant changes occurred in critical accounting estimates for the quarter ended March 31, 2023[192](index=192&type=chunk) [Recent Accounting Pronouncements](index=71&type=section&id=Recent%20Accounting%20Pronouncements) The company adopted ASU 2016-13 on January 1, 2023, with no significant impact on condensed consolidated financial statements - The company adopted ASU 2016-13 on January 1, 2023[218](index=218&type=chunk) - The adoption of ASU 2016-13 had no material impact on the condensed consolidated financial statements[218](index=218&type=chunk) [JOBS Act](index=71&type=section&id=JOBS%20Act) The company operates as an emerging growth company under the JOBS Act, utilizing extended transition periods for new accounting standards and other exemptions - The company is an emerging growth company under the JOBS Act[501](index=501&type=chunk) - The company has elected to use the extended transition period for complying with new or revised accounting standards and relies on other exemptions provided by the JOBS Act, including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act[193](index=193&type=chunk) [Market Risk](index=71&type=section&id=Market%20Risk) The company faces market, interest rate, credit, liquidity, and foreign exchange risks, though management fee revenue is not significantly impacted by investment value changes - The company faces market risk, interest rate risk, credit and counterparty risk, liquidity risk, and foreign currency exchange rate risk[502](index=502&type=chunk) - Management and advisory fee revenues are not significantly impacted by changes in investment values, as they are generally based on committed or invested capital[530](index=530&type=chunk) - Interest rate risk is limited as the company holds cash in non-interest-bearing and interest-bearing accounts, and its line of credit has a variable interest rate[503](index=503&type=chunk) - Foreign currency exchange rate fluctuations are not expected to have a material impact on the financial statements[505](index=505&type=chunk) [Controls and Procedures](index=72&type=section&id=Controls%20and%20Procedures) Management deems disclosure controls and procedures effective as of March 31, 2023, with no material changes to internal financial reporting controls during the quarter - As of March 31, 2023, disclosure controls and procedures are considered effective at a reasonable assurance level[506](index=506&type=chunk) - No material changes occurred in internal control over financial reporting during the three months ended March 31, 2023[533](index=533&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=73&type=section&id=Item%201.%20Legal%20Proceedings) The company does not believe any legal proceedings will have a material adverse effect on its business, financial condition, or results of operations - The company does not believe any legal proceedings will have a material adverse effect on its business, consolidated financial condition, or results of operations[534](index=534&type=chunk) [Item 1A. Risk Factors](index=73&type=section&id=Item%201A.%20Risk%20Factors) No material changes occurred in risk factors compared to those disclosed in the Form 10-K annual report as of December 31, 2022 - No material changes occurred in risk factors compared to those disclosed in the Form 10-K annual report as of December 31, 2022[508](index=508&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=73&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered equity securities were sold during Q1 2023, other than previously disclosed - No unregistered equity securities were sold during Q1 2023[172](index=172&type=chunk)[535](index=535&type=chunk) [Item 3. Defaults Upon Senior Securities](index=73&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities occurred - No defaults upon senior securities occurred[536](index=536&type=chunk) [Item 4. Mine Safety Disclosures](index=73&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable [Item 5. Other Information](index=73&type=section&id=Item%205.%20Other%20Information) None [Item 6. Exhibits](index=74&type=section&id=Item%206.%20Exhibits) The report includes a list of filed exhibits, such as asset purchase agreements and certifications [SIGNATURES](index=75&type=section&id=SIGNATURES) This report has been duly signed by the Chief Executive Officer and Chief Financial Officer

[Cautionary Note Regarding Forward-Looking Statements](index=5&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section outlines inherent uncertainties and risks associated with future-looking statements [Certain Definitions](index=5&type=section&id=Certain%20Definitions) This section provides key terms and their definitions used throughout the report [Risk Factor Summary](index=8&type=section&id=Risk%20Factor%20Summary) This section summarizes the principal risks that could impact the company's business and financial performance [PART I](index=9&type=section&id=PART%20I) This part covers the company's business, risk factors, and unresolved staff comments [Item 1. Business](index=9&type=section&id=Item%201.%20Business) Bridge Investment Group Holdings Inc. is a leading, vertically integrated real estate investment manager with approximately **$43.3 billion in Assets Under Management (AUM)** as of December 31, 2022, focusing on generating alpha through a high-touch owner-operator approach - Bridge Investment Group is a vertically integrated real estate investment manager with approximately **$43.3 billion of AUM** as of December 31, 2022[100](index=100&type=chunk) - The company employs a specialized, vertically integrated model spanning **12 investment platforms** across real estate equity and debt strategies, including Multifamily, Workforce and Affordable Housing, Seniors Housing, Office, Development, Net Lease Income, Logistics, Debt Strategies, Agency MBS, Single-Family Rental, PropTech, and Renewable Energy[37](index=37&type=chunk)[102](index=102&type=chunk) - Growth strategy focuses on strengthening and expanding the fund investor network, adding complementary investment products across risk profiles and yield objectives, and expanding distribution capabilities domestically and internationally[11](index=11&type=chunk)[13](index=13&type=chunk)[15](index=15&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - The company is committed to fostering a culture of diversity and inclusion, with initiatives like annual diversity awareness training, a DE&I Committee, and employee resource groups[66](index=66&type=chunk)[67](index=67&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) - Bridge integrates ESG across operations, is a signatory to UNPRI, and has received awards for its Workforce and Affordable Housing funds' social impact[78](index=78&type=chunk)[79](index=79&type=chunk)[80](index=80&type=chunk)[391](index=391&type=chunk) [Overview](index=9&type=section&id=Overview) [Market Opportunity](index=10&type=section&id=Market%20Opportunity) [Competitive Strengths](index=11&type=section&id=Competitive%20Strengths) [Growth Strategy](index=11&type=section&id=Growth%20Strategy) [Our Organizational Structure](index=13&type=section&id=Our%20Organizational%20Structure) [Our Investment Platforms](index=14&type=section&id=Our%20Investment%20Platforms) [Our Investment and Asset Management Process](index=17&type=section&id=Our%20Investment%20and%20Asset%20Management%20Process) [Structure and Operation of Our Investment Vehicles](index=18&type=section&id=Structure%20and%20Operation%20of%20Our%20Investment%20Vehicles) [Our Fund Investors](index=18&type=section&id=Our%20Fund%20Investors) [Capital Invested In and Alongside Our Investment Vehicles](index=19&type=section&id=Capital%20Invested%20In%20and%20Alongside%20Our%20Investment%20Vehicles) [Human Capital Management](index=19&type=section&id=Human%20Capital%20Management) [Environmental, Social and Governance ("ESG") Commitment](index=22&type=section&id=Environmental%2C%20Social%20and%20Governance%20%28%22ESG%22%29%20Commitment) [Competition](index=22&type=section&id=Competition) [Regulatory and Compliance](index=23&type=section&id=Regulatory%20and%20Compliance) [Available Information](index=24&type=section&id=Available%20Information) [Website and Social Media Disclosures](index=24&type=section&id=Website%20and%20Social%20Media%20Disclosures) [Item 1A. Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) This section outlines significant risks that could materially affect the company's business, financial condition, results of operations, and cash flows - Historical performance of fund investments may not be indicative of future results due to changing market conditions, increased competition, and the early stage of newer funds[96](index=96&type=chunk)[135](index=135&type=chunk)[141](index=141&type=chunk) - Valuation methodologies for illiquid assets held by funds are highly subjective, and realized values may differ significantly from estimated fair values, potentially impacting revenue and fundraising[96](index=96&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) - Revenues are exposed to risks inherent in real estate ownership and development, including economic conditions, interest rates, supply/demand changes, environmental liabilities, and natural disasters[96](index=96&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk) - Cybersecurity risks and data breaches could lead to data loss, business interruptions, reputational damage, regulatory actions, and financial losses, with the company having experienced a cyber-attack in 2017[96](index=96&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk)[186](index=186&type=chunk)[188](index=188&type=chunk) - The company's principal asset is its interest in the Operating Company, making it dependent on distributions from the Operating Company to pay taxes, expenses (including TRA payments), and dividends to Class A common stockholders[96](index=96&type=chunk)[216](index=216&type=chunk)[218](index=218&type=chunk) - The Tax Receivable Agreement (TRA) requires substantial cash payments to Continuing Equity Owners, potentially exceeding actual tax benefits or accelerating payments upon certain events, impacting liquidity[219](index=219&type=chunk)[221](index=221&type=chunk)[223](index=223&type=chunk)[231](index=231&type=chunk)[749](index=749&type=chunk) - The dual-class stock structure, with Continuing Equity Owners controlling over **95% of voting power**, may result in a lower or more volatile market price for Class A common stock and exclusion from certain stock indices[227](index=227&type=chunk)[229](index=229&type=chunk)[236](index=236&type=chunk)[237](index=237&type=chunk) [Item 1B. Unresolved Staff Comments](index=44&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) This section indicates that there are no unresolved staff comments applicable to the company's filings - No unresolved staff comments are applicable[274](index=274&type=chunk) [PART II](index=45&type=section&id=PART%20II) This part details properties, legal proceedings, mine safety, market for common equity, and management's discussion and analysis [Item 2. Properties](index=44&type=section&id=Item%202.%20Properties) The company's headquarters are in Salt Lake City, Utah, with other principal operations in New York, California, Florida, Georgia, Virginia, and North Carolina, all leased and considered adequate - The company's headquarters are in Salt Lake City, Utah, with other principal operations in New York, California, Florida, Georgia, North Carolina, and Virginia[275](index=275&type=chunk) - All office facilities are leased and considered suitable and adequate for business operations[275](index=275&type=chunk) [Item 3. Legal Proceedings](index=44&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently subject to any pending legal proceedings expected to have a material impact on its business, financial statements, or results of operations - The company is not currently subject to any pending legal proceeding (judicial, regulatory, administrative, or arbitration) that is expected to have a material impact on its business, consolidated financial statements, or results of operations[276](index=276&type=chunk) [Item 4. Mine Safety Disclosures](index=44&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[277](index=277&type=chunk) [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=45&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A common stock trades on the NYSE under "BRDG," with a closing price of **$14.07 per share** as of February 22, 2023, and quarterly dividends of **$1.04 per share** paid in 2022 - Class A common stock is traded on the NYSE under the symbol "BRDG"; no public market for Class B common stock[280](index=280&type=chunk) - The company declared and paid quarterly dividends of **$1.04 per share** of Class A common stock in 2022, totaling **$30.2 million**[281](index=281&type=chunk)[595](index=595&type=chunk) - Future dividends are at the sole discretion of the board of directors and depend on the Operating Company's financial results and cash flows[284](index=284&type=chunk)[285](index=285&type=chunk)[287](index=287&type=chunk) Class A Common Stock Price and Holders (as of Feb 22, 2023) | Metric | Value | | :---------------------- | :---------- | | Last Reported Sale Price| $14.07 | | Holders of Record | 57 | Class A Common Stock Outstanding (as of Feb 22, 2023) | Class of Stock | Shares Outstanding | | :---------------------- | :----------------- | | Class A common stock | 32,641,060 | | Class B common stock | 85,301,127 | Cumulative Stockholder Return (July 16, 2021 - Dec 31, 2022) | Index | July 16, 2021 | Dec 31, 2021 | Dec 31, 2022 | | :------------------------------------ | :------------ | :----------- | :----------- | | Bridge Investment Group Holdings Inc. | $100 | $161 | $83 | | Dow Jones U.S. Asset Managers Index | $100 | $111 | $84 | | S&P 500 Index | $100 | $111 | $91 | [Item 6. Reserved](index=46&type=section&id=Item%206.%20Reserved) This item is reserved and contains no information - Item 6 is reserved[293](index=293&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=47&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations, highlighting its status as a vertically integrated real estate investment manager with **$43.3 billion in AUM** as of December 31, 2022, and detailing recent strategic events and market trends - Bridge Investment Group is a leading, vertically integrated real estate investment manager with approximately **$43.3 billion of AUM** as of December 31, 2022[295](index=295&type=chunk) - The company operates as a single business segment: real estate investment management[296](index=296&type=chunk)[520](index=520&type=chunk) - Recent events include the acquisition of Gorelick Brothers Capital's asset and property management business in January 2022, launching the Single-Family Rental (SFR) platform, and the launch of Renewable Energy and PropTech investment strategies in 2022[297](index=297&type=chunk)[298](index=298&type=chunk)[299](index=299&type=chunk)[554](index=554&type=chunk) - In February 2023, affiliates of Bridge entered a definitive agreement to acquire substantially all assets of Newbury Partners LLC, a private equity secondaries market investment manager, for **$320.1 million in cash**, expected to close in H1 2023[301](index=301&type=chunk)[621](index=621&type=chunk) - Global markets experienced significant volatility in 2022 due to persistent inflation, rising interest rates, slowing economic growth, and geopolitical uncertainty, creating headwinds for fundraising and capital deployment[305](index=305&type=chunk)[310](index=310&type=chunk) [Overview](index=51&type=section&id=Overview) [Business Segment](index=51&type=section&id=Business%20Segment) [Recent Events](index=51&type=section&id=Recent%20Events) [Trends Affecting Our Business](index=52&type=section&id=Trends%20Affecting%20Our%20Business) [Key Financial Measures](index=53&type=section&id=Key%20Financial%20Measures) [Revenues](index=54&type=section&id=Revenues) [Expenses](index=55&type=section&id=Expenses) [Other Income (Expense)](index=56&type=section&id=Other%20Income%20%28Expense%29) [Operating Metrics](index=57&type=section&id=Operating%20Metrics) [Our Performance](index=60&type=section&id=Our%20Performance) [Results of Operations](index=62&type=section&id=Results%20of%20Operations) [Year Ended December 31, 2022 Compared to Year Ended December 31, 2021](index=62&type=section&id=Year%20Ended%20December%2031%2C%202022%20Compared%20to%20Year%20Ended%20December%2031%2C%202021) In 2022, total revenues increased by **24% to $409.0 million**, driven by a **42% rise in fund management fees**, while total investment income decreased by **44%** due to a **54% decrease in unrealized performance allocations** - Fund management fees increased by **$65.7 million (42%)** due to a **30% increase in fee-earning AUM**, largely from new fund launches in 2021 and 2022[365](index=365&type=chunk) - Transaction fees decreased by **$18.9 million (25%)** due to a slowdown in commercial real estate transactions in the second half of 2022, attributed to volatility in debt capital markets[370](index=370&type=chunk) - Unrealized performance allocations decreased by **$133.5 million (54%)**, largely due to the reversal of realized performance allocations income from dispositions in Bridge Multifamily Fund III and Bridge Debt Strategies Funds II and III, partially offset by market appreciation from newer funds[373](index=373&type=chunk)[374](index=374&type=chunk) - Employee compensation and benefits increased by **$53.9 million (38%)** due to a **$43.3 million increase** in salaries, bonuses, and benefits from higher headcount and a **$10.6 million increase** from share-based compensation awards[377](index=377&type=chunk) - General and administrative expenses increased by **$16.3 million (66%)** due to higher insurance, professional services, software licensing fees, travel costs, and public company/acquisition-related costs[381](index=381&type=chunk) - Interest expense increased by **$3.8 million (45%)** due to the funding of **$150 million** in private placement notes in July 2022 with a weighted-average interest rate of **5.05%**[20](index=20&type=chunk)[382](index=382&type=chunk) Total Revenues (2022 vs 2021) | Revenue Type | 2022 ($ thousands) | 2021 ($ thousands) | Amount Change ($ thousands) | % Change | | :----------------------------------------- | :----------------- | :----------------- | :-------------------------- | :------- | | Fund management fees | 221,584 | 155,928 | 65,656 | 42% | | Property management and leasing fees | 76,210 | 69,654 | 6,556 | 9% | | Construction management fees | 10,973 | 8,292 | 2,681 | 32% | | Development fees | 4,688 | 3,703 | 985 | 27% | | Transaction fees | 56,205 | 75,073 | (18,868) | (25%) | | Fund administration fees | 15,031 | — | 15,031 | N/A | | Insurance premiums | 12,856 | 10,051 | 2,805 | 28% | | Other asset management and property income | 11,502 | 7,313 | 4,189 | 57% | | **Total revenues** | **409,049** | **330,014** | **79,035** | **24%** | Total Investment Income (2022 vs 2021) | Investment Income Type | 2022 ($ thousands) | 2021 ($ thousands) | Amount Change ($ thousands) | % Change | | :------------------------------------- | :----------------- | :----------------- | :-------------------------- | :------- | | Incentive fees | — | 2,469 | (2,469) | (100%) | | Performance allocations: Realized | 69,280 | 80,970 | (11,690) | (14%) | | Performance allocations: Unrealized | 115,175 | 248,647 | (133,472) | (54%) | | Earnings from investments in real estate | 2,169 | 2,132 | 37 | 2% | | **Total investment income** | **186,624** | **334,218** | **(147,594)** | **(44%)**| Total Expenses (2022 vs 2021) | Expense Type | 2022 ($ thousands) | 2021 ($ thousands) | Amount Change ($ thousands) | % Change | | :------------------------------------ | :----------------- | :----------------- | :-------------------------- | :------- | | Employee compensation and benefits | 196,629 | 142,707 | 53,922 | 38% | | Incentive fee compensation | — | 215 | (215) | (100%) | | Performance allocations compensation: Realized | 4,396 | 6,611 | (2,215) | (34%) | | Performance allocations compensation: Unrealized | 24,870 | 31,069 | (6,199) | (20%) | | Loss and loss adjustment expenses | 6,520 | 8,075 | (1,555) | (19%) | | Third-party operating expenses | 25,675 | 33,427 | (7,752) | (23%) | | General and administrative expenses | 41,070 | 24,815 | 16,255 | 66% | | Depreciation and amortization | 2,936 | 2,830 | 106 | 4% | | **Total expenses** | **302,096** | **249,749** | **52,347** | **21%** | [Year Ended December 31, 2021 Compared to Year Ended December 31, 2020](index=67&type=section&id=Year%20Ended%20December%2031%2C%202021%20Compared%20to%20Year%20Ended%20December%2031%2C%202020) In 2021, total revenues increased by **42% to $330.0 million**, driven by a **41% rise in fund management fees** and a **91% surge in transaction fees**, while total investment income significantly increased by **219%** - Fund management fees increased by **$45.7 million (41%)** due to new fund launches and capital raises, contributing to a **31% increase in fee-earning AUM**[387](index=387&type=chunk)[395](index=395&type=chunk) - Transaction fees increased by **$35.8 million (91%)**, driven by a **$29.6 million increase** in due diligence fees from deploying **$4.5 billion of capital** and a **$6.2 million increase** in debt origination fees[397](index=397&type=chunk) - Performance allocations increased by **$225.4 million (216%)**, primarily due to market appreciation from multifamily and workforce and affordable housing real estate equity funds and favorable market conditions in debt funds[400](index=400&type=chunk) - Employee compensation and benefits increased by **$41.8 million (41%)** due to a **$26.4 million increase** in salaries, benefits, and bonuses from increased headcount, and a **$15.4 million increase** from profits interests awards and Restricted Stock/RSUs issued in connection with the IPO[402](index=402&type=chunk) - General and administrative expenses increased by **$7.6 million (44%)** due to higher insurance and professional fees related to becoming a publicly traded company, increased overhead from capital deployment, and transaction costs for the GBC Acquisition[406](index=406&type=chunk) - Interest expense increased by **$3.4 million (68%)** due to increased indebtedness under the 2020 Private Placement Notes[729](index=729&type=chunk) Total Revenues (2021 vs 2020) | Revenue Type | 2021 ($ thousands) | 2020 ($ thousands) | Amount Change ($ thousands) | % Change | | :----------------------------------------- | :----------------- | :----------------- | :-------------------------- | :------- | | Fund management fees | 155,928 | 110,235 | 45,693 | 41% | | Property management and leasing fees | 69,654 | 59,986 | 9,668 | 16% | | Construction management fees | 8,292 | 8,155 | 137 | 2% | | Development fees | 3,703 | 1,966 | 1,737 | 88% | | Transaction fees | 75,073 | 39,298 | 35,775 | 91% | | Insurance premiums | 10,051 | 6,291 | 3,760 | 60% | | Other asset management and property income | 7,313 | 6,017 | 1,296 | 22% | | **Total revenues** | **330,014** | **231,948** | **98,066** | **42%** | Total Investment Income (2021 vs 2020) | Investment Income Type | 2021 ($ thousands) | 2020 ($ thousands) | Change ($ thousands) | % Change | | :------------------------------------- | :----------------- | :----------------- | :------------------- | :------- | | Incentive fees | 2,469 | — | 2,469 | NA | | Performance allocations: Realized | 80,970 | 42,365 | 38,605 | 91% | | Performance allocations: Unrealized | 248,647 | 61,803 | 186,844 | 302% | | Earnings from investments in real estate | 2,132 | 522 | 1,610 | 308% | | **Total investment income** | **334,218** | **104,690** | **229,528** | **219%** | Total Expenses (2021 vs 2020) | Expense Type | 2021 ($ thousands) | 2020 ($ thousands) | Amount Change ($ thousands) | % Change | | :------------------------------------ | :----------------- | :----------------- | :-------------------------- | :------- | | Employee compensation and benefits | 142,707 | 100,932 | 41,775 | 41% | | Incentive fee compensation | 215 | — | 215 | N/A | | Performance allocations compensation: Realized | 6,611 | 4,281 | 2,330 | 54% | | Performance allocations compensation: Unrealized | 31,069 | 8,983 | 22,086 | 246% | | Loss and loss adjustment expenses | 8,075 | 3,119 | 4,956 | 159% | | Third-party operating expenses | 33,427 | 28,415 | 5,012 | 18% | | General and administrative expenses | 24,815 | 17,249 | 7,566 | 44% | | Depreciation and amortization | 2,830 | 3,214 | (384) | (12%) | | **Total expenses** | **249,749** | **166,193** | **83,556** | **50%** | [Non-GAAP Financial Measures](index=71&type=section&id=Non-GAAP%20Financial%20Measures) [Liquidity and Capital Resources](index=77&type=section&id=Liquidity%20and%20Capital%20Resources) [Critical Accounting Estimates](index=82&type=section&id=Critical%20Accounting%20Estimates) [JOBS Act](index=86&type=section&id=JOBS%20Act) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=81&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) [PART III](index=82&type=section&id=PART%20III) This part presents the audited financial statements and supplementary data [Item 8. Financial Statements and Supplementary Data](index=82&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated and combined financial statements for Bridge Investment Group Holdings Inc. for the years ended December 31, 2022, 2021, and 2020, including balance sheets, statements of operations, comprehensive income, changes in equity, cash flows, and extensive notes - The financial statements are prepared in accordance with GAAP and include consolidated and combined statements for 2022, 2021, and 2020[311](index=311&type=chunk)[450](index=450&type=chunk)[771](index=771&type=chunk) - The company adopted ASC 842 (Leases) on January 1, 2022, recording a right-of-use (ROU) asset of **$13.7 million** and a lease liability of **$15.8 million**, with no material impact on the consolidated statement of operations[462](index=462&type=chunk) - Goodwill increased significantly from **$9.8 million in 2021 to $56.0 million in 2022**, primarily due to the GBC Acquisition, which was accounted for as a business combination[420](index=420&type=chunk)[842](index=842&type=chunk) - The company's effective tax rate was **7.53% in 2022, 1.98% in 2021, and 1.20% in 2020**, lower than the statutory rate due to income allocation to non-controlling interests and the company not being subject to U.S. federal taxes prior to the IPO[907](index=907&type=chunk) Consolidated Balance Sheet Highlights (as of Dec 31, 2022 vs 2021) | Metric | 2022 ($ thousands) | 2021 ($ thousands) | | :-------------------------- | :----------------- | :----------------- | | Total assets | 1,154,835 | 846,292 | | Cash and cash equivalents | 183,576 | 78,417 | | Accrued performance allocations | 554,723 | 439,548 | | Goodwill | 55,982 | 9,830 | | Total liabilities | 508,516 | 296,555 | | Notes payable | 297,294 | 148,142 | | Total shareholders' equity | 646,319 | 549,737 | Consolidated and Combined Statements of Operations Highlights (2022 vs 2021 vs 2020) | Metric | 2022 ($ thousands) | 2021 ($ thousands) | 2020 ($ thousands) | | :-------------------------- | :----------------- | :----------------- | :----------------- | | Total revenues | 409,049 | 330,014 | 231,948 | | Total investment income | 186,624 | 334,218 | 104,690 | | Total expenses | 302,096 | 249,749 | 166,193 | | Income before tax provision | 294,565 | 416,889 | 167,463 | | Net income | 272,370 | 408,627 | 166,457 | | Basic and Diluted EPS | $0.92 | $0.93 | — | Consolidated and Combined Statements of Cash Flows Highlights (2022 vs 2021 vs 2020) | Cash Flow Activity | 2022 ($ thousands) | 2021 ($ thousands) | 2020 ($ thousands) | | :---------------------------------- | :----------------- | :----------------- | :----------------- | | Net cash provided by operating activities | 228,353 | 209,224 | 130,096 | | Net cash used in investing activities | (21,883) | (114,259) | (47,813) | | Net cash used in financing activities | (97,077) | (118,447) | (35,039) | | Net increase (decrease) in cash | 109,393 | (23,482) | 47,244 | [Report of Independent Registered Public Accounting Firm](index=83&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) [Consolidated Balance Sheets as of December 31, 2022 and 2021](index=84&type=section&id=Consolidated%20Balance%20Sheets%20as%20of%20December%2031%2C%202022%20and%202021) [Consolidated and Combined Statements of Operations for the Years Ended December 31, 2022, 2021, and 2020](index=85&type=section&id=Consolidated%20and%20Combined%20Statements%20of%20Operations%20for%20the%20Years%20Ended%20December%2031%2C%202022%2C%202021%2C%20and%202020) [Consolidated and Combined Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021, and 2020](index=86&type=section&id=Consolidated%20and%20Combined%20Statements%20of%20Comprehensive%20Income%20for%20the%20Years%20Ended%20December%2031%2C%202022%2C%202021%2C%20and%202020) [Consolidated and Combined Statements of Changes in Shareholders'/Members' Equity for the Years Ended December 31, 2022, 2021, and 2020](index=87&type=section&id=Consolidated%20and%20Combined%20Statements%20of%20Changes%20in%20Shareholders%27%2FMembers%27%20Equity%20for%20the%20Years%20Ended%20December%2031%2C%202022%2C%202021%2C%20and%202020) [Consolidated and Combined Statements of Cash Flows for the Years Ended December 31, 2022, 2021, and 2020](index=90&type=section&id=Consolidated%20and%20Combined%20Statements%20of%20Cash%20Flows%20for%20the%20Years%20Ended%20December%2031%2C%202022%2C%202021%2C%20and%202020) [Notes to Consolidated and Combined Financial Statements](index=92&type=section&id=Notes%20to%20Consolidated%20and%20Combined%20Financial%20Statements) [1. ORGANIZATION](index=97&type=section&id=1.%20ORGANIZATION) [2. SIGNIFICANT ACCOUNTING POLICIES](index=99&type=section&id=2.%20SIGNIFICANT%20ACCOUNTING%20POLICIES) [3. REVENUE](index=110&type=section&id=3.%20REVENUE) [4. MARKETABLE SECURITIES](index=111&type=section&id=4.%20MARKETABLE%20SECURITIES) [5. INVESTMENTS](index=112&type=section&id=5.%20INVESTMENTS) [6. NOTES RECEIVABLES FROM AFFILIATES](index=113&type=section&id=6.%20NOTES%20RECEIVABLES%20FROM%20AFFILIATES) [7. FAIR VALUE MEASUREMENTS](index=113&type=section&id=7.%20FAIR%20VALUE%20MEASUREMENTS) [8. INTANGIBLE ASSETS](index=116&type=section&id=8.%20INTANGIBLE%20ASSETS) [9. BUSINESS COMBINATION AND GOODWILL](index=117&type=section&id=9.%20BUSINESS%20COMBINATION%20AND%20GOODWILL) [10. INSURANCE LOSS RESERVES AND LOSS AND LOSS ADJUSTMENT EXPENSES](index=118&type=section&id=10.%20INSURANCE%20LOSS%20RESERVES%20AND%20LOSS%20AND%20LOSS%20ADJUSTMENT%20EXPENSES) [11. SELF-INSURANCE RESERVES](index=119&type=section&id=11.%20SELF-INSURANCE%20RESERVES) [12. GENERAL PARTNER NOTES PAYABLE](index=120&type=section&id=12.%20GENERAL%20PARTNER%20NOTES%20PAYABLE) [13. LINE OF CREDIT](index=120&type=section&id=13.%20LINE%20OF%20CREDIT) [14. NOTES PAYABLE](index=121&type=section&id=14.%20NOTES%20PAYABLE) [15. REALIZED AND UNREALIZED GAINS (LOSSES)](index=122&type=section&id=15.%20REALIZED%20AND%20UNREALIZED%20GAINS%20%28LOSSES%29) [16. INCOME TAXES](index=122&type=section&id=16.%20INCOME%20TAXES) [17. SHAREHOLDERS' EQUITY](index=124&type=section&id=17.%20SHAREHOLDERS%27%20EQUITY) [18. COMMITMENTS AND CONTINGENCIES](index=127&type=section&id=18.%20COMMITMENTS%20AND%20CONTINGENCIES) [19. VARIABLE INTEREST ENTITIES](index=129&type=section&id=19.%20VARIABLE%20INTEREST%20ENTITIES) [20. RELATED PARTY TRANSACTIONS](index=130&type=section&id=20.%20RELATED%20PARTY%20TRANSACTIONS) [21. SHARE-BASED COMPENSATION AND PROFITS INTERESTS](index=130&type=section&id=21.%20SHARE-BASED%20COMPENSATION%20AND%20PROFITS%20INTERESTS) [22. EARNINGS PER SHARE](index=132&type=section&id=22.%20EARNINGS%20PER%20SHARE) [23. SUBSEQUENT EVENTS](index=133&type=section&id=23.%20SUBSEQUENT%20EVENTS) [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=129&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with accountants on accounting and financial disclosure - There are no changes in or disagreements with accountants on accounting and financial disclosure[623](index=623&type=chunk) [Item 9A. Controls and Procedures](index=130&type=section&id=Item%209A.%20Controls%20and%20Procedures) The company's management concluded that disclosure controls and procedures were effective as of December 31, 2022, and as an "emerging growth company," it is exempt from external attestation on internal control over financial reporting - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2022[653](index=653&type=chunk)[675](index=675&type=chunk) - As an "emerging growth company" under the JOBS Act, the company's independent public accounting firm is not required to attest to the effectiveness of internal control over financial reporting[654](index=654&type=chunk)[676](index=676&type=chunk) - There have been no changes in internal control over financial reporting during the three months ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting[655](index=655&type=chunk)[677](index=677&type=chunk) [Item 9B. Other Information](index=130&type=section&id=Item%209B.%20Other%20Information) This item states that there is no other information to report - No other information is reported under this item[655](index=655&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=130&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable[655](index=655&type=chunk) [PART III](index=136&type=section&id=PART%20III) This part covers directors, executive compensation, security ownership, related transactions, and principal accountant fees [Item 10. Directors, Executive Officers and Corporate Governance](index=131&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's definitive Proxy Statement for the 2023 Annual Meeting of Stockholders - Information for this item is incorporated by reference from the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders[657](index=657&type=chunk)[679](index=679&type=chunk) [Item 11. Executive Compensation](index=131&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's definitive Proxy Statement for the 2023 Annual Meeting of Stockholders - Information for this item is incorporated by reference from the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders[658](index=658&type=chunk)[679](index=679&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=131&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership of certain beneficial owners and management, and related stockholder matters, is incorporated by reference from the company's definitive Proxy Statement for the 2023 Annual Meeting of Stockholders - Information for this item is incorporated by reference from the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders[659](index=659&type=chunk)[679](index=679&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=131&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding certain relationships and related transactions, and director independence, is incorporated by reference from the company's definitive Proxy Statement for the 2023 Annual Meeting of Stockholders - Information for this item is incorporated by reference from the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders[660](index=660&type=chunk)[679](index=679&type=chunk) [Item 14. Principal Accountant Fees and Services](index=131&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the company's definitive Proxy Statement for the 2023 Annual Meeting of Stockholders - Information for this item is incorporated by reference from the definitive Proxy Statement for the 2023 Annual Meeting of Stockholders[350](index=350&type=chunk)[661](index=661&type=chunk)[679](index=679&type=chunk) [PART IV](index=137&type=section&id=PART%20IV) This part lists exhibits, financial statement schedules, and the Form 10-K summary [Item 15. Exhibit and Financial Statement Schedules](index=132&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed as part of the 10-K report, including the Report of Independent Registered Public Accounting Firm, Consolidated and Combined Statements, and an Exhibit Index - The report includes the Report of Independent Registered Public Accounting Firm, Consolidated and Combined Statements of Operations, Cash Flows, and Comprehensive Income[662](index=662&type=chunk)[680](index=680&type=chunk) - All financial statement schedules not required or inapplicable have been omitted[662](index=662&type=chunk) - An Exhibit Index details various corporate documents, including the Amended and Restated Certificate of Incorporation, Bylaws, Tax Receivable Agreement, Stockholders Agreement, and the 2021 Incentive Award Plan[663](index=663&type=chunk)[682](index=682&type=chunk) [Item 16. Form 10-K Summary](index=134&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item indicates that there is no Form 10-K Summary provided - No Form 10-K Summary is provided[666](index=666&type=chunk) [SIGNATURES](index=140&type=section&id=SIGNATURES) This section contains the official signatures for the report filing

Bridge Investment Group Holdings Inc (NYSE:BRDG) Q4 2022 Results Conference Call February 14, 2023 8:30 AM ET Company Participants Bonni Rosen - Head of Shareholder Relations Katherine Elsnab - CFO Robert Morse - Executive Chairman Jonathan Slager - CEO & Director Christopher Jaroch - Newbury Partners LLC, Partner Richard Lichter - Newbury Equity Partners, Founder, MD and Managing Partner Conference Call Participants Michael Cyprys - Morgan Stanley Ken Worthington - JPMorgan Sumeet Mody - Piper Sandler Adam ...

Bridge Investment Group Holdings, Inc. (NYSE:BRDG) Q3 2022 Earnings Conference Call November 9, 2022 8:30 AM ET Company Participants Bonni Rosen - IR Officer Robert Morse - Executive Chairman Jonathan Slager - CEO & Director Katherine Elsnab - CFO, CAO & Corporate Controller Conference Call Participants Michael Cyprys - Morgan Stanley William Katz - Crédit Suisse Kenneth Worthington - JPMorgan Chase & Co. Operator Good day, ladies and gentlemen, and welcome to the Bridge Investment Group's Third Quarter 202 ...

Class A common stock, $0.01 par value per share BRDG New York Stock Exchange UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR o 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: 001-40622 BRIDGE INVESTMENT GROUP HOLDINGS INC. | --- ...

Bridge Investment Group Holdings Inc. (NYSE:BRDG) Q2 2022 Earnings Conference Call August 9, 2022 8:30 AM ET Company Participants Bonni Rosen - Investor Relations Officer Robert Morse - Executive Chairman Jonathan Slager - Chief Executive Officer Katie Elsnab - Chief Financial Officer & Chief Accounting Officer Dean Allara - Head of Client Solutions Group & Vice Chairman of the Board Conference Call Participants Ken Worthington - JPMorgan Michael Cyprys - Morgan Stanley Finian O'Shea - Wells Fargo Operator ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR o 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: 001-40622 BRIDGE INVESTMENT GROUP HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 82-2769085 (State or oth ...

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 March 31, 2022 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: 001-40622 BRIDGE INVESTMENT GROUP HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 82-2769085 (State or other jur ...

Bridge Investment Group Holdings Inc. (NYSE:BRDG) Q1 2022 Earnings Conference Call May 10, 2022 8:30 AM ET Company Participants Bonni Rosen - Head of Shareholder Relations Robert Morse - Executive Chairman Jonathan Slager - Chief Executive Officer Katie Elsnab - Chief Accounting Officer Conference Call Participants Michael Cyprus - Morgan Stanley Finian O'Shea - Wells Fargo Ken Worthington - J.P. Morgan Operator Greetings. Welcome to the Bridge Investment Group’s First Quarter 2022 Earnings Call and Webcast ...

[Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) This section outlines forward-looking statements, noting their inherent risks and potential for actual results to differ - This annual report contains forward-looking statements regarding operations, taxes, earnings, financial performance, and dividends, which are not guarantees of future performance and are subject to difficult-to-predict risks, assumptions, and uncertainties[7](index=7&type=chunk)[8](index=8&type=chunk) - Actual results may differ materially from expectations due to factors described in 'Risk Factors' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations'[8](index=8&type=chunk) [Certain Definitions](index=3&type=section&id=Certain%20Definitions) This section defines key terms used throughout the report, including company entities and financial metrics like AUM and fee-earning AUM - The report defines key terms such as 'we,' 'us,' 'our,' 'Company,' 'Bridge,' and 'Bridge Investment Group' to refer to Bridge Investment Group Holdings Inc. and its subsidiaries post-IPO, and the Operating Company and its subsidiaries and Contributed Bridge GPs pre-IPO[11](index=11&type=chunk) - Assets Under Management (AUM) is defined as the sum of the fair value of managed funds/vehicles' assets plus uncalled capital commitments, not reduced by indebtedness[11](index=11&type=chunk) - Fee-earning AUM refers to assets from which management fees or other revenue are earned[14](index=14&type=chunk) [Risk Factor Summary](index=5&type=section&id=Risk%20Factor%20Summary) This section summarizes key risks, including performance, growth, valuation, real estate, economic, leadership, and regulatory challenges - Key risks include historical performance not being indicative of future results, challenges in sustaining business growth, subjectivity in asset valuation, and inherent risks in real estate ownership and development[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk) - Other significant risks involve dependence on suitable investment opportunities, difficult economic/market conditions, ability to retain senior leadership, expansion into new asset classes, investor defaults, and the impact of the COVID-19 pandemic[19](index=19&type=chunk)[21](index=21&type=chunk) - The company also faces risks from cybersecurity, intense competition, increased government regulation, dependence on Operating Company distributions, tax rate changes, and increasing scrutiny regarding climate change and ESG impact[21](index=21&type=chunk) PART I [Item 1. Business](index=6&type=section&id=Item%201.%20Business) Bridge Investment Group is a leading, vertically integrated real estate investment manager with $36.3 billion AUM, operating across ten platforms with a focus on growth [Overview](index=6&type=section&id=Overview) Bridge Investment Group is a leading, vertically integrated real estate investment manager with $36.3 billion AUM as of December 31, 2021 - Bridge Investment Group is a leading, vertically integrated real estate investment manager with approximately **$36.3 billion of AUM** as of December 31, 2021[22](index=22&type=chunk) - The company employs a specialized, vertically integrated model spanning ten investment platforms across real estate equity and debt strategies, including active asset management, property management, leasing, and construction management functions[25](index=25&type=chunk) - Bridge manages capital for over 180 global institutions and more than 10,000 individual investors, operating across 35 states with a focus on U.S. markets exhibiting strong growth potential[22](index=22&type=chunk)[26](index=26&type=chunk) [Our History](index=8&type=section&id=Our%20History) The company's history traces back to 1991, evolving into a vertically integrated model with significant AUM growth - The founders began investing in multifamily real estate in 1991, adopting the current vertically integrated strategy in 2000[32](index=32&type=chunk) - The Operating Company was formed in 2011, and by 2021, Bridge had sponsored 22 funds and various other investment vehicles, adding a tenth investment platform (single-family rental) in January 2022[32](index=32&type=chunk) - Since 2009, the company has raised approximately **$20 billion of equity commitments** and managed approximately **$36.3 billion of AUM** as of December 31, 2021[33](index=33&type=chunk) [Market Opportunity](index=8&type=section&id=Market%20Opportunity) The company operates in a large and growing real estate investment management market, with strong growth in alternative assets - The company operates in the large and growing real estate investment management industry, with total global AUM projected to grow from **$111.2 trillion in 2020 to $145.4 trillion in 2025** (5.5% CAGR)[34](index=34&type=chunk) - Investments in alternative assets are expected to grow even more significantly, from **$10.7 trillion to $17.2 trillion** over the same timeframe (9.8% CAGR)[34](index=34&type=chunk) - Real estate investments offer opportunities for yield and stable income, attracting institutional investors seeking diversification and lower volatility[35](index=35&type=chunk) [Competitive Strengths](index=9&type=section&id=Competitive%20Strengths) Competitive strengths include a vertically integrated model, diversified platforms, and a proven fundraising record with recurring fees - The vertically integrated business model drives competitive advantages by facilitating comprehensive investment strategies, generating asset-level alpha, and increasing efficiency through in-house services[37](index=37&type=chunk)[38](index=38&type=chunk) - Bridge's ten diversified and synergistic investment platforms provide a competitive edge through differentiated underwriting, enhanced collaboration, and a fully scaled corporate infrastructure[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) - The company benefits from a proven record of fundraising success with a loyal investor base, with **58% of fund investors** having invested in two or more funds, and a high proportion of recurring fees from long-duration closed-end funds[43](index=43&type=chunk)[44](index=44&type=chunk)[46](index=46&type=chunk) [Growth Strategy](index=10&type=section&id=Growth%20Strategy) The growth strategy focuses on expanding investor networks, product offerings, and distribution capabilities, including international markets - Bridge aims to strengthen and expand its fund investor network by leveraging its established operating platform and performance history[51](index=51&type=chunk) - The company plans to expand its product offerings across the risk-return spectrum and launch new strategies in real estate and adjacent sectors, as well as pursue expanded investment geography, including international markets[53](index=53&type=chunk)[54](index=54&type=chunk)[57](index=57&type=chunk) - Expansion of distribution capabilities domestically and internationally is a key focus, particularly to high-net-worth individuals and global institutional investors in Asia, Europe, the Middle East, and Africa[55](index=55&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk) [Our Organizational Structure](index=11&type=section&id=Our%20Organizational%20Structure) The organizational structure positions Bridge Investment Group Holdings Inc. as the managing member of the Operating Company - Bridge Investment Group Holdings Inc. was incorporated on March 18, 2021, as a Delaware corporation and acts as the sole managing member of Bridge Investment Group Holdings LLC (the Operating Company)[58](index=58&type=chunk) - The Operating Company controls various Fund Managers that provide real estate and fund investment advisory services and receive management fees[60](index=60&type=chunk) - Prior to the IPO, Bridge GPs (general partners for each fund) were entitled to performance fees, and the Operating Company and Bridge GPs were under common control by Original Equity Owners[60](index=60&type=chunk) [Our Investment Platforms](index=12&type=section&id=Our%20Investment%20Platforms) Bridge operates ten specialized and synergistic real estate investment platforms, covering diverse equity and debt strategies - Bridge operates in a single segment, real estate investment management, with ten specialized and synergistic investment platforms: Multifamily, Workforce and Affordable Housing, Seniors Housing, Office, Development, Net Lease, Logistics Properties, Debt Strategies, Agency MBS, and Single-Family Rental[61](index=61&type=chunk) Investment Platforms AUM (as of December 31, 2021) | Platform | AUM (approx. $ billions) | | :--------------------------- | :----------------------- | | Multifamily | $8.4 | | Seniors Housing | $4.5 | | Workforce and Affordable Housing | $4.3 | | Development | $3.7 | | Office | $2.5 | | Agency MBS | $1.8 | | Debt Strategies | $10.6 | | Logistics Properties | $0.24 | | Net Lease | $0.2 | - The Single-Family Rental platform was launched in Q1 2022 with the acquisition of Gorelick Brothers Capital's operations, adding over 2,700 SFR properties and a vertically integrated property management team[73](index=73&type=chunk) [Our Investment and Asset Management Process](index=14&type=section&id=Our%20Investment%20and%20Asset%20Management%20Process) The investment process is vertically integrated, leveraging data-driven tools and local expertise for active asset management - Bridge's investment process is vertically integrated, combining detailed market research with top-down sub-market analysis and bottom-up local market expertise[76](index=76&type=chunk) - Proprietary data-driven tools are used across all platforms to support underwriting new investments and increase the value of existing ones through active asset management[76](index=76&type=chunk) - Frequent involvement from investment committees and integrated review from localized teams provide a significant competitive advantage[76](index=76&type=chunk) [Structure and Operation of Our Investment Vehicles](index=15&type=section&id=Structure%20and%20Operation%20of%20Our%20Investment%20Vehicles) Investment vehicles are structured as partnerships or LLCs, managed by SEC-registered advisers, with key person provisions - Investment vehicles are primarily structured as partnerships or limited liability companies, accepting subscriptions from institutional and high-net-worth investors[77](index=77&type=chunk) - Day-to-day operations are managed by SEC-registered investment adviser subsidiaries, with general partners making investment decisions[78](index=78&type=chunk) - Governing agreements may include 'key person' provisions, allowing investors to accelerate or terminate the investment period if specified time commitments are not met[78](index=78&type=chunk) [Our Fund Investors](index=15&type=section&id=Our%20Fund%20Investors) Bridge maintains a balanced global investor base, with significant capital from both individual and institutional investors - Bridge has a balanced global fund investor base, with approximately **68% of committed capital from individual investors** and **32% from institutional investors** as of December 31, 2021[79](index=79&type=chunk) - Individual investors, including high-net-worth individuals, invest through wirehouse relationships and RIAs, with Bridge having deep relationships with major wirehouses[81](index=81&type=chunk) - Institutional investors include public/private pension funds, sovereign wealth funds, and insurance companies across four continents, with **58% of Bridge fund investors** having invested in two or more funds[84](index=84&type=chunk) [Human Capital Management](index=17&type=section&id=Human%20Capital%20Management) Bridge manages human capital through competitive compensation, comprehensive benefits, and a commitment to diversity and inclusion - As of December 31, 2021, Bridge had approximately **1,800 employees**, including 140 investment professionals and 450 support staff, plus 2,450 professionals employed through a PEO at Bridge Senior Living sites[88](index=88&type=chunk) - The company is committed to fostering a culture of diversity and inclusion, implementing annual mandatory diversity awareness training and establishing a DE&I Committee and various employee resource groups[89](index=89&type=chunk)[90](index=90&type=chunk)[99](index=99&type=chunk) - Bridge focuses on attracting, developing, and retaining talent through competitive compensation (salaries, bonuses, share-based compensation), comprehensive benefits, and professional growth opportunities, with employees eligible for profits interests and performance allocations[92](index=92&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk) [Environmental, Social and Governance, or ESG, Commitment](index=19&type=section&id=Environmental%2C%20Social%20and%20Governance%2C%20or%20ESG%2C%20Commitment) Bridge integrates ESG across operations, focusing on sustainable development goals and community enhancement initiatives - Bridge is integrating ESG across its operations to improve decision-making and risk management, being a signatory to the UNPRI and recognized for its impact in Workforce and Affordable Housing funds[100](index=100&type=chunk)[101](index=101&type=chunk) - The company incorporates IRIS metrics for detailed reporting on ESG initiatives in its Workforce and Affordable Housing strategy, aligning with UN Sustainable Development Goals[101](index=101&type=chunk) - Key initiatives include the Bridge Community Enhancement Initiative (BCEI), Bridge CARES: COVID-19 Relief Fund, a solar power program, and participation in Freddie Mac's Green Advantage program[102](index=102&type=chunk) [COVID-19 Safety](index=19&type=section&id=COVID-19%20Safety) The company implements comprehensive health and safety protocols to ensure a safe environment for all stakeholders - Bridge is committed to providing a safe environment for employees, residents, and tenants by adopting comprehensive health and safety protocols based on CDC and local health official recommendations[103](index=103&type=chunk) - Measures include social distancing, mask policies, increased cleaning, contact tracing, and facilitating remote working arrangements[103](index=103&type=chunk) [Competition](index=20&type=section&id=Competition) The investment management business is intensely competitive, driven by performance, service quality, and brand recognition - The investment management business is intensely competitive, with Bridge competing against a large number of asset management firms, commercial banks, broker-dealers, and other financial institutions[105](index=105&type=chunk)[107](index=107&type=chunk) - Competition is based on factors such as investment performance, quality of service, brand recognition, ability to customize product offerings, and capacity to consistently generate attractive returns[106](index=106&type=chunk) [Regulatory and Compliance](index=20&type=section&id=Regulatory%20and%20Compliance) The business is subject to extensive federal, state, and international regulations, including SEC oversight for investment advisers - Bridge's business is subject to extensive federal and state regulation in the United States, including by the SEC, and regulatory oversight in several foreign jurisdictions (e.g., UK, EU, South Korea)[108](index=108&type=chunk)[113](index=113&type=chunk) - Certain subsidiaries are SEC-registered investment advisers, subject to the Investment Advisers Act, which imposes substantive regulations on fiduciary duties, transactions, compliance, fees, and disclosures[109](index=109&type=chunk) - The company's funds are not registered under the 1940 Act, relying on exemptions for 'qualified purchasers', and some funds include 'benefit plan investors' subject to ERISA-related regulations[110](index=110&type=chunk)[112](index=112&type=chunk) [Available Information](index=21&type=section&id=Available%20Information) Publicly available reports and information are filed with the SEC and accessible on the company's website - Bridge Investment Group Holdings Inc. files annual, quarterly, and current reports with the SEC, which are publicly available on www.sec.gov and the company's website www.bridgeig.com[117](index=117&type=chunk) [Website and Social Media Disclosures](index=21&type=section&id=Website%20and%20Social%20Media%20Disclosures) The company uses its investor relations website and social media for distributing material company information - The company uses its investor relations website, Facebook, Twitter, and LinkedIn accounts as channels for distributing material company information, and investors are encouraged to monitor these channels[118](index=118&type=chunk) [Item 1A. Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) This section details significant risks impacting the company's business, industry, organizational structure, and stock ownership [Risks Related to Our Business](index=22&type=section&id=Risks%20Related%20to%20Our%20Business) Business risks include performance not indicative of future results, growth sustainability, asset valuation, and real estate market volatility - Historical performance of fund investments may not be indicative of future results, and poor performance could lead to a decline in revenue and difficulty raising future capital[121](index=121&type=chunk)[122](index=122&type=chunk)[131](index=131&type=chunk) - The substantial growth of the business may be difficult to sustain, placing significant demands on resources and increasing expenses, while valuation methodologies for illiquid assets are subject to significant subjectivity and may not reflect realized values[124](index=124&type=chunk)[125](index=125&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk) - Revenues are exposed to inherent risks of real estate ownership and development, difficult economic/market conditions, potential investor defaults, and the adverse impacts of the COVID-19 pandemic on fundraising and investment returns[134](index=134&type=chunk)[143](index=143&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk) [Risks Related to Our Industry](index=32&type=section&id=Risks%20Related%20to%20Our%20Industry) Industry risks include intense competition, difficult market conditions, and increasing government regulation and compliance burdens - The investment management business is intensely competitive, with competition based on investment performance, service quality, and brand recognition, potentially affecting the ability to make successful investments and raise future funds[204](index=204&type=chunk)[205](index=205&type=chunk) - Difficult market conditions, including rising interest rates, inflation, and geopolitical conflicts, can adversely affect business by reducing asset values, hindering capital raising, and impacting profitability[207](index=207&type=chunk)[208](index=208&type=chunk)[209](index=209&type=chunk)[210](index=210&type=chunk) - Increased government regulation, compliance failures, and changes in laws (e.g., Dodd-Frank Act, SEC scrutiny) could adversely affect operations, increase compliance costs, and lead to sanctions or reputational harm[212](index=212&type=chunk)[213](index=213&type=chunk)[214](index=214&type=chunk)[216](index=216&type=chunk) [Risks Related to Our Organizational Structure](index=35&type=section&id=Risks%20Related%20to%20Our%20Organizational%20Structure) Organizational structure risks involve dependence on Operating Company distributions and potential TRA payment complexities - As a holding company, Bridge Investment Group Holdings Inc. depends on distributions from the Operating Company to pay taxes and expenses, including substantial payments under the Tax Receivable Agreement (TRA), which may be subject to limitations[225](index=225&type=chunk)[226](index=226&type=chunk)[229](index=229&type=chunk) - Payments under the TRA to Continuing Equity Owners may be accelerated or significantly exceed actual tax benefits realized, and there is no reimbursement if tax benefits are disallowed, potentially impacting liquidity[234](index=234&type=chunk)[235](index=235&type=chunk)[238](index=238&type=chunk)[239](index=239&type=chunk) - Unanticipated changes in effective tax rates or adverse audit outcomes could affect financial condition, and being deemed an investment company under the 1940 Act could make business impractical[240](index=240&type=chunk)[244](index=244&type=chunk)[245](index=245&type=chunk) [Risks Related to Ownership of Our Class A Common Stock](index=39&type=section&id=Risks%20Related%20to%20Ownership%20of%20Our%20Class%20A%20Common%20Stock) Risks related to Class A common stock ownership include significant control by continuing equity owners and dual-class structure impacts - Continuing Equity Owners hold significant influence (over **95% voting power**), controlling stockholder decisions and potentially acting against other stockholders' interests[247](index=247&type=chunk)[248](index=248&type=chunk) - The dual-class structure may negatively affect the market price of Class A common stock due to restrictions by certain index providers, and the 'controlled company' status under NYSE rules allows exemptions from corporate governance requirements, potentially reducing stockholder protections[250](index=250&type=chunk)[251](index=251&type=chunk)[252](index=252&type=chunk)[253](index=253&type=chunk) - Future sales or the perception of future sales by existing stockholders could cause the market price for Class A common stock to decline, and the company's ability to pay dividends is discretionary and subject to various limitations[272](index=272&type=chunk)[273](index=273&type=chunk)[278](index=278&type=chunk)[262](index=262&type=chunk)[263](index=263&type=chunk) [General Risk Factors](index=44&type=section&id=General%20Risk%20Factors) General risks include geopolitical events, public company operating costs, and the impact of climate change and ESG scrutiny - Brexit may negatively affect global economic conditions, financial markets, and the company's business[282](index=282&type=chunk)[283](index=283&type=chunk)[284](index=284&type=chunk) - Operating as a public company incurs significant costs and strains resources, and failure to maintain effective internal control over financial reporting could lead to inaccurate financial reports and stock price decline[285](index=285&type=chunk)[286](index=286&type=chunk)[287](index=287&type=chunk) - Climate change may adversely impact properties owned by funds, leading to additional compliance obligations, costs, and taxes, and increasing scrutiny on ESG matters may constrain investment opportunities and capital raising[296](index=296&type=chunk)[297](index=297&type=chunk)[298](index=298&type=chunk)[299](index=299&type=chunk)[300](index=300&type=chunk) [Item 1B. Unresolved Staff Comments](index=44&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments from the SEC regarding the company's previous filings [Item 2. Properties](index=45&type=section&id=Item%202.%20Properties) The company's headquarters are in Salt Lake City, Utah, with other principal leased offices across several states - Bridge Investment Group is headquartered in Salt Lake City, Utah[304](index=304&type=chunk) - Other principal operations are located in New York, California, Florida, Georgia, North Carolina, and Virginia[304](index=304&type=chunk) - All office facilities are leased and considered suitable and adequate for business operations[304](index=304&type=chunk) [Item 3. Legal Proceedings](index=45&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings or actions - The company is not currently subject to any pending legal proceeding (judicial, regulatory, administrative or arbitration) that is expected to have a material impact on its business, consolidated financial statements or results of operations[305](index=305&type=chunk) [Item 4. Mine Safety Disclosures](index=45&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=48&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section covers the market for common equity, including trading, dividend policy, stock performance, and equity compensation plans [Common Stock](index=48&type=section&id=Common%20Stock) Bridge Investment Group Holdings Inc.'s Class A common stock is traded on the NYSE under the symbol 'BRDG' - Bridge Investment Group Holdings Inc.'s Class A common stock is traded on the NYSE under the symbol 'BRDG'[309](index=309&type=chunk) - As of March 1, 2022, there were **62 holders of record** for Class A common stock and **80 for Class B common stock**[309](index=309&type=chunk) - As of March 1, 2022, **28,136,101 shares of Class A common stock** and **86,612,489 shares of Class B common stock** were outstanding[3](index=3&type=chunk) [Dividend Policy](index=48&type=section&id=Dividend%20Policy) The company expects to continue paying regular quarterly cash dividends on Class A common stock, subject to board discretion - In December 2021, the company declared and paid a quarterly dividend of **$0.24 per share** of Class A common stock, totaling **$6.0 million**[310](index=310&type=chunk) - In March 2022, a quarterly dividend of **$0.21 per share** on Class A common stock was declared, payable on March 25, 2022[310](index=310&type=chunk) - The company expects to continue paying regular cash dividends quarterly, subject to board discretion, earnings, capital requirements, and legal/contractual restrictions; Class B common stock holders are not entitled to dividends[310](index=310&type=chunk) [Stock Performance Graph](index=49&type=section&id=Stock%20Performance%20Graph) The stock performance graph compares Class A common stock returns against key market indices from July to December 2021 - The graph compares the total cumulative stockholder return of Class A common stock from July 16, 2021, through December 31, 2021, against the S&P 500 Index and the Dow Jones U.S. Asset Managers Index[312](index=312&type=chunk) Total Cumulative Stockholder Return (July 16, 2021 - December 31, 2021) | Index | July 16, 2021 | December 31, 2021 | | :-------------------------------------- | :------------ | :---------------- | | Bridge Investment Group Holdings Inc. | $100 | $161 | | Dow Jones U.S. Asset Managers Index | $100 | $111 | | S&P 500 Index | $100 | $111 | [Unregistered Sales of Equity Securities](index=49&type=section&id=Unregistered%20Sales%20of%20Equity%20Securities) No unregistered equity securities were sold during 2021, beyond previously disclosed reports - No unregistered equity securities were sold from January 1, 2021, to December 31, 2021, other than those previously disclosed in quarterly and current reports[314](index=314&type=chunk) [Securities Authorized for Issuance Under Equity Compensation Plans](index=49&type=section&id=Securities%20Authorized%20for%20Issuance%20Under%20Equity%20Compensation%20Plans) Information on securities authorized under equity compensation plans is incorporated by reference from Item 12 - Information regarding securities authorized for issuance under equity compensation plans is incorporated by reference from Item 12 of the Form 10-K[315](index=315&type=chunk) [Item 6. Reserved](index=47&type=section&id=Item%206.%20Reserved) This item is intentionally left blank [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=50&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes financial condition and results of operations, covering business overview, trends, COVID-19 impact, and key financial metrics [Overview](index=50&type=section&id=Overview) Bridge Investment Group is a leading, vertically integrated real estate investment manager with $36.3 billion AUM - Bridge Investment Group is a leading, vertically integrated real estate investment manager with approximately **$36.3 billion of AUM** as of December 31, 2021[318](index=318&type=chunk) - In December 2021, the company entered into agreements to acquire a **60% interest** in Gorelick Brothers Capital's asset and property management business for **$30 million**, launching a single-family rental (SFR) strategy[318](index=318&type=chunk) - Also in December 2021, a joint venture was formed with the Townsend Group to deploy up to **$400 million** for global gateway institutional logistics assets in the United States[318](index=318&type=chunk) [Trends Affecting Our Business](index=50&type=section&id=Trends%20Affecting%20Our%20Business) Business performance is influenced by financial markets, economic conditions, and regulatory policies, with future growth dependent on capital attraction - Business performance is influenced by financial markets, economic and political conditions, and regulatory policies, but a disciplined investment philosophy has historically contributed to stability[319](index=319&type=chunk) - Future performance depends on attracting new capital, generating strong returns, sourcing attractive investments, and offering appealing products to a growing investor base, amidst trends like increasing demand for alternative and private market investments[320](index=320&type=chunk)[322](index=322&type=chunk) - Maintaining a data advantage through proprietary platforms and deep industry knowledge is crucial for providing customized investment solutions and sustaining revenue growth[322](index=322&type=chunk) [Impact of COVID-19](index=51&type=section&id=Impact%20of%20COVID-19) The COVID-19 pandemic caused significant market disruption, with potential adverse impacts on fundraising and investment performance - The COVID-19 pandemic caused significant disruption and uncertainty in global financial markets, with potential future adverse impacts on fundraising, capital deployment, and rental income collection[323](index=323&type=chunk)[325](index=325&type=chunk) - Ongoing economic pressures from the pandemic include global supply chain disruptions, labor shortages, rising commodity prices, inflation, and increasing interest rates[325](index=325&type=chunk) [Segments](index=52&type=section&id=Segments) Bridge Investment Group operates as a single business segment: a fully integrated real estate investment manager - Bridge Investment Group operates as a single business segment: a fully integrated real estate investment manager[326](index=326&type=chunk) [Key Financial Measures](index=52&type=section&id=Key%20Financial%20Measures) Key financial measures include fund management fees, various other revenue streams, and performance fees/allocations - Fund Management Fees are generally based on a defined percentage of total commitments, invested capital, or net asset value (NAV) of managed investment portfolios[328](index=328&type=chunk) - Other revenue streams include Property Management and Leasing Fees, Construction Management Fees, Development Fees, Transaction Fees, Insurance Premiums, and Other Asset Management and Property Income[329](index=329&type=chunk)[330](index=330&type=chunk)[332](index=332&type=chunk)[333](index=333&type=chunk)[334](index=334&type=chunk) - Performance Fees consist of incentive fees (recognized when realized and no longer subject to significant reversal) and performance allocations (carried interest, accounted for under the equity method, subject to reversal/clawback)[335](index=335&type=chunk)[336](index=336&type=chunk)[337](index=337&type=chunk) [Operating Metrics](index=55&type=section&id=Operating%20Metrics) Operating metrics show AUM growth, driven by new capital and fair value changes, with detailed fee-earning AUM by fund - Assets Under Management (AUM) increased by **44% to $36.3 billion** as of December 31, 2021, from **$25.2 billion in 2020**, driven by new capital/commitments and changes in fair value[356](index=356&type=chunk) AUM Rollforward (in millions) | (in millions) | Year Ended December 31, 2021 | Year Ended December 31, 2020 | Year Ended December 31, 2019 | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Balance as of beginning of year | $25,214 | $20,298 | $14,491 | | New capital / commitments raised | $5,161 | $2,530 | $3,738 | | Distributions / return of capital | $(1,196) | $(1,819) | $(75) | | Change in fair value and acquisitions | $7,136 | $4,205 | $2,144 | | AUM as of end of year | $36,315 | $25,214 | $20,298 | | Increase | $11,101 | $4,916 | $5,807 | | Increase % | 44% | 24% | 40% | Fee-Earning AUM by Fund (in millions) | (in millions) Fee-Earning AUM by Fund | 2021 | December 31, 2020 | 2019 | | :------------------------------------ | :---------- | :---------------- | :---------- | | Bridge Multifamily Fund III | $269 | $401 | $527 | | Bridge Multifamily III JV Partners | $4 | $10 | $13 | | Bridge Multifamily Fund IV | $1,284 | $1,574 | $1,579 | | Bridge Multifamily Fund V | $976 | — | — | | Bridge Workforce Fund I | $556 | $499 | $608 | | Bridge Workforce Fund II | $915 | $166 | — | | Bridge Opportunity Zone Fund I | $482 | $482 | $466 | | Bridge Opportunity Zone Fund II | $408 | $408 | $414 | | Bridge Opportunity Zone Fund III | $1,019 | $1,028 | — | | Bridge Opportunity Zone Fund IV | $1,490 | — | — | | Bridge Office Fund I | $499 | $500 | $548 | | Bridge Office I JV Partners | $130 | $154 | $154 | | Bridge Office Fund II | $176 | $89 | $81 | | Bridge Office II JV Partners | $6 | $21 | $7 | | Bridge Seniors Housing Fund I | $626 | $626 | $626 | | Bridge Seniors Housing Fund II | $805 | $769 | $937 | | Bridge Seniors Housing Fund III | $33 | $33 | — | | Bridge Debt Strategies Fund I | — | $41 | $48 | | Bridge Debt Strategies I JV Partners | $18 | $18 | $18 | | Bridge Debt Strategies Fund II | $354 | $678 | $933 | | Bridge Debt Strategies II JV Partners | $195 | $343 | $408 | | Bridge Debt Strategies Fund III | $1,286 | $1,549 | $1,279 | | Bridge Debt Strategies III JV Partners| $308 | $416 | $81 | | Bridge Debt Strategies Fund IV | $1,133 | $305 | — | | Bridge Debt Strategies Fund IV JV Partners| $129 | — | — | | Bridge Net Lease Fund | $29 | — | — | | Bridge Logistics U.S. Venture I | $110 | — | — | | Bridge Agency MBS Fund | $123 | $104 | — | | Total Fee-Earning AUM | $13,363 | $10,214 | $8,727 | [Our Performance](index=58&type=section&id=Our%20Performance) Bridge demonstrates a strong record of attractive returns for fund investors across equity and debt strategies - Bridge has a demonstrated record of producing attractive returns for fund investors, with its last three multifamily funds and first workforce and affordable housing funds ranked in the top quartile by Preqin Ltd[365](index=365&type=chunk) Performance Summary for Closed-End Funds (as of December 31, 2021) | Fund Category | Committed Capital ($M) | Unreturned Drawn Capital + Accrued Pref ($M) | Cumulative Invested Capital ($M) | Realized Proceeds ($M) | Remaining Fair Value (RFV) ($M) | Unrealized MOIC | Total Fair Value (TFV) ($M) | TFV MOIC | Gross IRR (%) | Net IRR (%) | | :---------------------- | :--------------------- | :------------------------------------------- | :------------------------------- | :--------------------- | :------------------------------ | :-------------- | :-------------------------- | :------- | :------------ | :---------- | | **Equity Strategies Funds** | | | | | | | | | | | | Multifamily | $3,221 | $1,451 | $2,968 | $3,145 | $3,121 | 2.13x | $6,266 | 2.11x | 29.6% | 23.2% | | Workforce Housing I | $619 | $636 | $558 | $81 | $1,118 | 2.15x | $1,199 | 2.15x | 40.1% | 32.2% | | Office | $781 | $769 | $777 | $185 | $809 | 1.27x | $995 | 1.28x | 11.1% | 7.8% | | Seniors Housing | $1,399 | $1,593 | $1,342 | $462 | $1,336 | 1.32x | $1,798 | 1.34x | 8.1% | 5.3% | | **Total Equity Strategies** | **$6,020** | **$4,449** | **$5,645** | **$3,873** | **$6,384** | **1.74x** | **$10,257** | **1.82x**| **24.0%** | **18.0%** | | **Debt Strategies Funds** | | | | | | | | | | | | Total Debt Strategies | $2,757 | $1,739 | $7,917 | $7,178 | $1,812 | 1.27x | $8,990 | 1.14x | 12.6% | 9.9% | - The presented returns are for primary funds and do not include joint ventures or separately managed accounts, and are not indicative of future returns for the company's Class A common stock or any current/future funds[369](index=369&type=chunk) [Results of Operations](index=59&type=section&id=Results%20of%20Operations) [Year Ended December 31, 2021 Compared to Year Ended December 31, 2020](index=59&type=section&id=Year%20Ended%20December%2031%2C%202021%20Compared%20to%20Year%20Ended%20December%2031%2C%202020) Revenues (in thousands) | Revenues: | Year Ended 2021 | December 31, 2020 | Amount Change | % Change | | :--------------------------------------- | :-------------- | :---------------- | :------------ | :------- | | Fund management fees | $155,928 | $110,235 | $45,693 | 41% | | Property management and leasing fees | $69,654 | $59,986 | $9,668 | 16% | | Construction management fees | $8,292 | $8,155 | $137 | 2% | | Development fees | $3,703 | $1,966 | $1,737 | 88% | | Transaction fees | $75,073 | $39,298 | $35,775 | 91% | | Insurance premiums | $10,051 | $6,291 | $3,760 | 60% | | Other asset management and property income | $7,313 | $6,017 | $1,296 | 22% | | Total revenues | $330,014 | $231,948 | $98,066 | 42% | Investment Income (in thousands) | Investment income: | Year Ended 2021 | December 31, 2020 | Amount Change | % Change | | :------------------------- | :-------------- | :---------------- | :------------ | :------- | | Incentive fees | $2,469 | — | $2,469 | NA | | Performance allocations: | | | | | | Realized gains | $80,970 | $42,365 | $38,605 | 91% | | Unrealized gains | $248,647 | $61,803 | $186,844 | 302% | | Earnings from real estate | $2,132 | $522 | $1,610 | 308% | | Total investment income | $334,218 | $104,690 | $229,528 | 219% | Expenses (in thousands) | Expenses: | Year Ended 2021 | December 31, 2020 | Amount Change | % Change | | :--------------------------------------- | :-------------- | :---------------- | :------------ | :------- | | Employee compensation and benefits | $142,707 | $100,932 | $41,775 | 41% | | Incentive fee compensation | $215 | — | $215 | NA | | Performance allocations compensation: | | | | | | Realized gains | $6,611 | $4,281 | $2,330 | 54% | | Unrealized gains | $31,069 | $8,983 | $22,086 | 246% | | Loss and loss adjustment expenses | $8,075 | $3,119 | $4,956 | 159% | | Third-party operating expenses | $33,427 | $28,415 | $5,012 | 18% | | General and administrative expenses | $24,815 | $17,249 | $7,566 | 44% | | Depreciation and amortization | $2,830 | $3,214 | $(384) | (12%) | | Total expenses | $249,749 | $166,193 | $83,556 | 50% | [Year Ended December 31, 2020 Compared to Year Ended December 31, 2019](index=63&type=section&id=Year%20Ended%20December%2031%2C%202020%20Compared%20to%20Year%20Ended%20December%2031%2C%202019) Revenues (in thousands) | Revenues: | Year Ended 2020 | December 31, 2019 | Amount Change | % Change | | :--------------------------------------- | :-------------- | :---------------- | :------------ | :------- | | Fund management fees | $110,235 | $118,194 | $(7,959) | (7%) | | Property management and leasing fees | $59,986 | $59,754 | $232 | 0% | | Construction management fees | $8,155 | $7,312 | $843 | 12% | | Development fees | $1,966 | $555 | $1,411 | 254% | | Transaction fees | $39,298 | $48,088 | $(8,790) | (18%) | | Insurance premiums | $6,291 | $5,246 | $1,045 | 20% | | Other asset management and property income | $6,017 | $7,127 | $(1,110) | (16%) | | Total revenues | $231,948 | $246,276 | $(14,328) | (6%) | Investment Income (in thousands) | Investment income: | Year Ended 2020 | December 31, 2019 | Amount Change | % Change | | :------------------------- | :-------------- | :---------------- | :------------ | :------- | | Incentive fees | — | $5,898 | $(5,898) | NA | | Performance allocations: | | | | | | Realized gains | $42,365 | $41,738 | $627 | 2% | | Unrealized gains | $61,803 | $30,051 | $31,752 | 106% | | Earnings from real estate | $522 | $1,697 | $(1,175) | (69%) | | Total investment income | $104,690 | $79,384 | $25,306 | 32% | Expenses (in thousands) | Expenses: | Year Ended 2020 | December 31, 2019 | Amount Change | % Change | | :--------------------------------------- | :-------------- | :---------------- | :------------ | :------- | | Employee compensation and benefits | $100,932 | $95,156 | $5,776 | 6% | | Incentive fee compensation | — | $581 | $(581) | NA | | Performance allocations compensation: | | | | | | Realized gains | $4,281 | $3,895 | $386 | 10% | | Unrealized gains | $8,983 | $5,461 | $3,522 | 64% | | Loss and loss adjustment expenses | $3,119 | $2,622 | $497 | 19% | | Third-party operating expenses | $28,415 | $32,853 | $(4,438) | (14%) | | General and administrative expenses | $17,249 | $17,953 | $(704) | (4%) | | Depreciation and amortization | $3,214 | $2,769 | $445 | 16% | | Total expenses | $166,193 | $161,290 | $4,903 | 3% | [Non-GAAP Financial Measures](index=65&type=section&id=Non-GAAP%20Financial%20Measures) Non-GAAP financial measures like Distributable Earnings and Fee Related Earnings provide insights into core operating performance - Bridge uses non-GAAP financial measures, including Distributable Earnings, Fee Related Earnings, Fee Related Revenues, and Fee Related Expenses, to supplement GAAP results and provide insights into core operating performance[414](index=414&type=chunk)[417](index=417&type=chunk) - Distributable Earnings excludes non-cash items like depreciation, unrealized performance allocations, and share-based compensation, while Fee Related Earnings further excludes realized performance allocations, net insurance income, and net interest[419](index=419&type=chunk)[420](index=420&type=chunk) Reconciliation of Net Income to Distributable Earnings and Fee Related Earnings (in thousands) | (in thousands) | 2021 | Year Ended December 31, 2020 | 2019 | | :-------------------------------------------------------------------------- | :---------- | :--------------------------- | :---------- | | Net income | $408,627 | $166,457 | $160,633 | | Income before provision for income taxes | $416,889 | $167,463 | $161,618 | | Distributable Earnings attributable to the Operating Company | $156,463 | $103,922 | $133,844 | | Total Fee Related Earnings attributable to the Operating Company | $103,963 | $65,557 | $86,701 | [Liquidity and Capital Resources](index=70&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is supported by operating cash flow, credit, and IPO proceeds, with details on operating, investing, and financing activities [Operating Activities](index=70&type=section&id=Operating%20Activities) Net cash provided by operating activities increased to $209.2 million in 2021, driven by adjusted net income - Net cash provided by operating activities was **$209.2 million in 2021**, primarily driven by net income adjusted for non-cash items like unrealized performance allocations and share-based compensation[440](index=440&type=chunk)[442](index=442&type=chunk) Net Cash Provided by Operating Activities (in thousands) | (in thousands) | 2021 | Year Ended December 31, 2020 | 2019 | | :--------------------------------------- | :---------- | :--------------------------- | :---------- | | Net cash provided by operating activities | $209,224 | $130,096 | $153,468 | [Investing Activities](index=71&type=section&id=Investing%20Activities) Net cash used in investing activities was $114.3 million in 2021, mainly for notes receivable and acquisitions - Net cash used in investing activities was **$114.3 million in 2021**, primarily due to issuances of notes receivable to affiliate entities and a deposit for the GBC acquisition, partially offset by collections from notes receivables[447](index=447&type=chunk) Net Cash (Used in) Provided by Investing Activities (in thousands) | (in thousands) | 2021 | Year Ended December 31, 2020 | 2019 | | :---------------------------------------------- | :------------ | :--------------------------- | :--- | | Net cash (used in) provided by investing activities | $(114,259) | $(47,813) | $306 | [Financing Activities](index=71&type=section&id=Financing%20Activities) Net cash used in financing activities was $118.4 million in 2021, primarily for distributions and membership interest purchases - Net cash used in financing activities was **$118.4 million in 2021**, largely due to distributions to members and non-controlling interests, and the purchase of membership interests in the Operating Company, partially offset by IPO proceeds[450](index=450&type=chunk) Net Cash Used in Financing Activities (in thousands) | (in thousands) | 2021 | Year Ended December 31, 2020 | 2019 | | :--------------------------------------- | :------------ | :--------------------------- | :------------ | | Net cash used in financing activities | $(118,447) | $(35,039) | $(129,393) | [Capital Resources](index=71&type=section&id=Capital%20Resources) Capital resources include operating cash flow, credit lines, and IPO proceeds, with compliance to debt covenants - Bridge's liquidity needs are met by operating cash flow, credit sources, and IPO proceeds, with **$78.4 million** in cash and cash equivalents as of December 31, 2021[435](index=435&type=chunk)[436](index=436&type=chunk) - The company has **$150.0 million** in Private Placement Notes (issued July 2020) and a **$75.0 million** secured revolving line of credit, with no outstanding borrowings on the LOC as of December 31, 2021[453](index=453&type=chunk)[455](index=455&type=chunk) - Bridge was in compliance with all debt covenants (total leverage ratio, minimum EBITDA, minimum unencumbered cash) as of December 31, 2021 and 2020[456](index=456&type=chunk) [Contractual Obligations and Commitments](index=72&type=section&id=Contractual%20Obligations%20and%20Commitments) Contractual obligations include operating leases, long-term debt, and standby letters of credit, with TRA payments being indeterminable Contractual Obligations (as of December 31, 2021, in thousands) | | Total | One year or less | Payments Due by Over one year through three years | Over three years through five years | Over five years | Indeterminable maturity | | :----------------------------- | :---------- | :--------------- | :------------------------------------------------ | :---------------------------------- | :-------------- | :---------------------- | | Operating lease obligations | $18,191 | $3,606 | $6,199 | $5,765 | $2,621 | $— | | Long-term debt obligations (1) | $150,000 | — | — | $75,000 | $75,000 | — | | Interest on debt obligations (2)| $27,695 | $6,037 | $12,075 | $7,852 | $1,731 | — | | Standby letters of credits | $3,362 | $3,362 | — | — | — | — | | Capital commitments (3) | $23,321 | — | — | — | — | $23,321 | | Total contractual obligations | $222,569 | $13,005 | $18,274 | $88,617 | $79,352 | $23,321 | - Payments under the Tax Receivable Agreement (TRA) are expected to be substantial but are not included in the table due to indeterminable timing, as they depend on future taxable income[459](index=459&type=chunk) [Off-Balance Sheet Arrangements](index=72&type=section&id=Off-Balance%20Sheet%20Arrangements) Off-balance sheet arrangements include guarantees for standby letters of credit related to self-insurance and operating leases - As of December 31, 2021, the company guaranteed a **$3.0 million** standby letter of credit for the self-insurance program of properties owned by its funds and a **$362,000** standby letter of credit for an operating lease[461](index=461&type=chunk) [Critical Accounting Policies and Estimates](index=72&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Critical accounting policies involve consolidation, revenue recognition, fair value measurements, and income taxes, requiring significant judgment - Critical accounting policies and estimates include consolidation, revenue recognition, fair value measurements, share-based compensation, performance fee-related compensation, and accounting for income taxes, all requiring significant judgment and assumptions[464](index=464&type=chunk) - Consolidation involves assessing variable interest entities (VIEs) and determining the primary beneficiary, while revenue recognition follows ASC 606, depicting the transfer of promised goods or services[465](index=465&type=chunk)[466](index=466&type=chunk)[467](index=467&type=chunk)[468](index=468&type=chunk)[469](index=469&type=chunk) - Fair value measurements use a hierarchical framework (Levels 1, 2, 3), and income taxes are accounted for using the asset and liability method, recognizing deferred tax assets and liabilities[476](index=476&type=chunk)[477](index=477&type=chunk)[478](index=478&type=chunk)[483](index=483&type=chunk)[484](index=484&type=chunk) [Recent Accounting Pronouncements](index=75&type=section&id=Recent%20Accounting%20Pronouncements) Recent accounting pronouncements include adopted ASUs with no material impact and upcoming lease standards adoption - The company adopted ASU 2018-17 (Consolidations), ASU No. 2018-13 (Fair Value Measurement), and ASU 2019-12 (Income Taxes) in 2020 and 2021, with no material impact on financial statements[616](index=616&type=chunk)[617](index=617&type=chunk)[618](index=618&type=chunk) - ASU 2016-02 (Leases) and ASU 2018-11 (Leases) will be adopted on January 1, 2022, using the modified retrospective method, expected to result in recording a right-of-use asset and lease liability of approximately **2% and 5% of total assets and liabilities**, respectively, as of December 31, 2021[619](index=619&type=chunk)[621](index=621&type=chunk) - ASU 2016-13 (Financial Instruments—Credit Losses) is effective after December 15, 2022, and is not expected to have a material impact[622](index=622&type=chunk) [JOBS Act](index=75&type=section&id=JOBS%20Act) As an 'emerging growth company' under the JOBS Act, Bridge benefits from reduced disclosure requirements - As an 'emerging growth company' (EGC) under the JOBS Act, Bridge can take advantage of an extended transition period for complying with new or revised accounting standards[489](index=489&type=chunk) - EGC status allows for reduced disclosure requirements, such as only two years of audited financial statements and no auditor attestation for internal control over financial reporting under Section 404(b) of Sarbanes-Oxley[259](index=259&type=chunk) - The company will remain an EGC until the earliest of five years post-IPO, reaching **$1.07 billion in annual gross revenue**, issuing **$1.0 billion in non-convertible debt**, or becoming a 'large accelerated filer'[491](index=491&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=76&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section details exposure to market, interest rate, credit, and foreign exchange risks, and their management [Market Risk](index=76&type=section&id=Market%20Risk) Predominant market risk relates to fund investment fair value movements, with management fees less impacted by these changes - The predominant market risk exposure is related to the company's role as general partner or investment manager for specialized funds, with sensitivities to movements in the fair value of their investments[493](index=493&type=chunk) - Management fee and advisory fee revenue is not significantly impacted by changes in investment values, as it is generally based on commitments or invested capital[493](index=493&type=chunk) [Interest Rate Risk](index=76&type=section&id=Interest%20Rate%20Risk) The company has limited interest rate risk, with no derivative financial instruments used for management - As of December 31, 2021, the company had limited interest rate risk, with **$52.0 million** in non-interest-bearing accounts and **$26.4 million** in interest-bearing accounts[494](index=494&type=chunk) - Bridge does not engage in investments for trading or speculative purposes and has not used derivative financial instruments to manage interest rate risk exposure[494](index=494&type=chunk) [Credit and Counterparty Risk](index=76&type=section&id=Credit%20and%20Counterparty%20Risk) Credit and counterparty risk arises from potential investor defaults and reliance on reputable financial institutions - The company is exposed to the risk of fund investors defaulting on payments and depends on counterparties to meet agreement terms for financial services and transactions[495](index=495&type=chunk) - To minimize risk, Bridge generally limits its counterparties to reputable financial institutions[495](index=495&type=chunk) [Foreign Exchange Rate Risk](index=76&type=section&id=Foreign%20Exchange%20Rate%20Risk) Foreign exchange rate risk is not material due to limited foreign assets or non-USD transactions - Bridge does not possess significant assets in foreign countries or engage in material transactions in currencies other than the U.S. dollar[496](index=496&type=chunk) - Therefore, changes in exchange rates are not expected to materially impact the company's financial statements[496](index=496&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=74&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents audited consolidated and combined financial statements for 2019-2021, including balance sheets and cash flows - The section includes the Report of Independent Registered Public Accounting Firm, Consolidated and Combined Balance Sheets, Statements of Operations, Comprehensive Income, Changes in Shareholders'/Members' Equity, and Cash Flows[497](index=497&type=chunk) - These financial statements are presented for the years ended December 31, 2021, 2020, and 2019, and are accompanied by detailed Notes to Consolidated and Combined Financial Statements[497](index=497&type=chunk) [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=112&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There are no changes in or disagreements with accountants on accounting and financial disclosure - There are no changes in and disagreements with accountants on accounting and financial disclosure[736](index=736&type=chunk) [Item 9A. Controls and Procedures](index=112&type=section&id=Item%209A.%20Controls%20and%20Procedures) This section details disclosure controls and procedures, management's report on internal control, and changes, noting EGC status [Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures](index=114&type=section&id=Conclusion%20Regarding%20the%20Effectiveness%20of%20Disclosure%20Controls%20and%20Procedures) Disclosure controls and procedures were concluded to be effective as of December 31, 2021 - As of December 31, 2021, the company's Chief Executive Officer and Chief Financial Officer concluded that its disclosure controls and procedures were effective[738](index=738&type=chunk) [Management's Report on Internal Control over Financial Reporting](index=114&type=section&id=Management%27s%20Report%20on%20Internal%20Control%20over%20Financial%20Reporting) Management's report on internal control over financial reporting omits attestation due to EGC status - The report does not include management's assessment or an attestation report from the registered public accounting firm on internal control over financial reporting due to the company's status as an 'emerging growth company' under the JOBS Act[739](index=739&type=chunk)[740](index=740&type=chunk) [Changes in Internal Control Over Financial Reporting](index=114&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) No material changes in internal control over financial reporting occurred during the three months ended December 31, 2021 - There have been no changes in internal control over financial reporting during the three months ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting[741](index=741&type=chunk) [Item 9B. Other Information](index=114&type=section&id=Item%209B.%20Other%20Information) This item states that there is no other information to report [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=114&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=115&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on direct