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 jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
111 East Sego Lily Drive, Suite 400 Salt Lake City, Utah	84070
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code): (801) 716-4500

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.01 par value  per share	BRDG	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 6, 2022, the registrant had 29,091,417 shares of Class A common stock ($0.01 par value per share) outstanding and 85,691,621 shares of Class B common stock ($0.01 par value per share) outstanding.

TABLE OF CONTENTS

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
PART I. FINANCIAL INFORMATION		5
Item 1.	Financial Statements (unaudited)	5
	BRIDGE INVESTMENT GROUP HOLDINGS INC.	5
	Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021	5
	Condensed Consolidated and Combined Statements of Operations for the Three Months Ended March 31, 2022 and 2021	6
	Condensed Consolidated and Combined Statements of Comprehensive Income for the Three Months Ended March 31, 2022 and 2021	7
	Condensed Consolidated and Combined Statements of Changes in Shareholders’/Members’ Equity for the Three Months Ended March 31, 2022 and 2021	8
	Condensed Consolidated and Combined Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021	9
	Notes to Condensed Consolidated and Combined Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	56
Item 4.	Controls and Procedures	57
PART II. OTHER INFORMATION		59
Item 1.	Legal Proceedings	59
Item 1A.	Risk Factors	59
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 3.	Defaults Upon Senior Securities	59
Item 4.	Mine Safety Disclosures	59
Item 5.	Other Information	59
Item 6.	Exhibits	60
SIGNATURES		61

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, about, among other things, our operations, taxes, earnings and financial performance, and dividends. All statements other than statements of historical facts contained in this report may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding expected growth, future capital expenditures, fund performance and debt service obligations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “outlook,” “indicator,” “may,” “will,” “should,” “expects,” “plans,” “seek,” “anticipates,” “plan,” “forecasts,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Accordingly, we caution you that any such forward looking statements are not guarantees of future performance and are subject to known and unknown risks, assumptions and uncertainties that are difficult to predict and beyond our ability to control. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results, performance or achievements may prove to be materially different from the results expressed or implied by the forward-looking statements. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate.

These forward-looking statements speak only as of the date of this quarterly report and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including those described in Part II, Item 1A, “Risk Factors” of this report and Part I, Item 1A, “Risk Factors” in our annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 18, 2022.

You should read this quarterly report and the documents that we reference in this quarterly report completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Certain Definitions

As used in this quarterly report on Form 10-Q, unless the context otherwise requires, references to:

•“we,” “us,” “our,” the “Company,” “Bridge,” “Bridge Investment Group” and similar references refer: (1) following the consummation of the Transactions, including our initial public offering, or the IPO, to Bridge Investment Group Holdings Inc., and, unless otherwise stated, all of its subsidiaries, including the Operating Company and, unless otherwise stated, all of the Operating Company’s subsidiaries, and (2) prior to the completion of the IPO, to the Operating Company and, unless otherwise stated, all of the Operating Company’s subsidiaries and the Contributed Bridge GPs.

•“assets under management” or “AUM” refers to the assets we manage. Our AUM represents the sum of (a) the fair value of the assets of the funds and vehicles we manage, plus (b) the contractual amount of any uncalled capital commitments to those funds and vehicles (including our commitments to the funds and vehicles and those of Bridge affiliates). Our AUM is not reduced by any outstanding indebtedness or other accrued but unpaid liabilities of the assets we manage. Our calculations of AUM and fee-earning AUM may differ from the calculations of other investment managers. As a result, these measures may not be comparable to similar measures presented by other investment managers. In addition, our calculation of AUM (but not fee-earning AUM) includes uncalled commitments to (and the fair value of the assets in) the funds and vehicles we manage from Bridge and Bridge affiliates, regardless of whether such commitments or investments are subject to fees. Our definition of AUM is not based on any definition contained in the agreements governing the funds and vehicles we manage or advise.

•“BIGRM” refers to Bridge Investment Group Risk Management, Inc. BIGRM is incorporated in the State of Utah and is licensed under the Utah State Captive Insurance Companies Act.

•“Bridge GPs” refers to the following entities:

oBridge Office Fund GP LLC (“BOF I GP”)

oBridge Office Fund II GP LLC (“BOF II GP”)

oBridge Seniors Housing & Medical Properties Fund GP LLC (“BSH I GP”)

2

oBridge Seniors Housing & Medical Properties Fund II GP LLC (“BSH II GP”)

oBridge Seniors Housing Fund III GP LLC (“BSH III GP”)

oBridge Opportunity Zone Fund GP LLC (“BOZ I GP”)

oBridge Opportunity Zone Fund II GP LLC (“BOZ II GP”)

oBridge Opportunity Zone Fund III GP LLC (“BOZ III GP”)

oBridge Opportunity Zone Fund IV GP LLC (“BOZ IV GP”)

oBridge Opportunity Zone Fund V GP LLC (“BOZ V GP”)

oBridge Multifamily & Commercial Fund III GP LLC (“BMF III GP”)

oBridge Multifamily Fund IV GP LLC (“BMF IV GP”)

oBridge Multifamily Fund V GP LLC (“BMF V GP”)

oBridge Workforce and Affordable Housing Fund GP LLC (“BWH I GP”)

oBridge Workforce and Affordable Housing Fund II GP LLC (“BWH II GP”)

oBridge Debt Strategies Fund GP LLC (“BDS I GP”)

oBridge Debt Strategies Fund II GP LLC (“BDS II GP”)

oBridge Debt Strategies Fund III GP LLC (“BDS III GP”)

oBridge Debt Strategies Fund IV GP LLC (“BDS IV GP”)

oBridge Agency MBS Fund GP LLC (“BAMBS GP”)

oBridge Net Lease Income Fund GP LLC (“BNLI GP”)

oBridge Logistics U.S. Venture I GP LLC (“BLV I GP”)

oBridge Logistics Developer GP LLC (“BLD GP”)

oBridge Single-Family Rental Fund IV GP LLC (“BSFR IV GP”)

•“Class A common stock” refers to the Class A common stock, $0.01 par value per share, of the Company.

•“Class A Units” refers to the Class A common units of the Operating Company.

•“Class B common stock” refers to the Class B common stock, $0.01 par value per share, of the Company.

•“Class B Units” refers to the Class B common units of the Operating Company.

•“Continuing Equity Owners” refers collectively to direct or indirect holders of Class A Units and our Class B common stock who may exchange at each of their respective options (subject in certain circumstances to time-based vesting requirements and certain other restrictions), in whole or in part from time to time, their Class A Units (along with an equal number of shares of Class B common stock (and such shares shall be immediately cancelled)) for, at our election, cash or newly issued shares of our Class A common stock.

3

•“Contributed Bridge GPs” refers to the following entities:

oBOF I GP

oBOF II GP

oBSH I GP

oBSH II GP

oBSH III GP

oBOZ I GP

oBOZ II GP

oBOZ III GP

oBOZ IV GP

oBMF III GP

oBMF IV GP

oBWH I GP

oBWH II GP

oBDS II GP

oBDS III GP

oBDS IV GP

•“fee-earning AUM” refers to the assets we manage from which we earn management fee or other revenue.

•“IPO” refers to the initial public offering of shares of the Company’s Class A common stock.

•“LLC Interests” refers to the Class A Units and the Class B Units.

•“Operating Company,” “Bridge Investment Group LLC” and “Bridge Investment Group Holdings LLC” refer to Bridge Investment Group Holdings LLC, a Delaware limited liability company, which was converted to a limited liability company organized under the laws of the State of Delaware from a Utah limited liability company formerly named “Bridge Investment Group LLC” in connection with the IPO.

•“Original Equity Owners” refers to the owners of LLC Interests in the Operating Company, collectively, prior to the IPO.

•“Transactions” refers to the IPO and certain organizational transactions that were effected in connection with our IPO, and the application of the net proceeds therefrom. See Note 1, “Organization,” to the condensed, consolidated and combined financial statements included elsewhere in this annual report for a description of the Transactions.

4

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BRIDGE INVESTMENT GROUP HOLDINGS INC.

Condensed Consolidated Balance Sheets

(Dollar amounts in thousands, except per share data)

	March 31, 2022			December 31, 2021
Assets	(Unaudited)			(Audited)
Cash and cash equivalents	$	149,121		$	78,417
Restricted cash		9,162			5,455
Marketable securities, at fair value		10,950			8,035
Receivables from affiliates		56,028			35,379
Notes receivable from affiliates		34,364			118,508
Other assets		32,599			44,463
Other investments		58,214			44,006
Accrued performance allocations		505,410			439,548
Intangible assets, net		6,432			3,441
Goodwill		55,982			9,830
Deferred tax assets, net		64,375			59,210
Total assets	$	982,637		$	846,292
Liabilities and shareholdersʼ equity
Accrued performance allocations compensation	$	50,258		$	41,020
Accrued compensation and benefits		21,028			15,107
Accounts payable and accrued expenses		26,531			13,586
Due to affiliates		50,526			46,134
General Partner notes payable, at fair value		11,729			12,003
Insurance loss reserves		8,191			8,086
Self-insurance reserves and unearned premiums		4,874			3,504
Other liabilities		22,827			8,973
Notes payable		148,249			148,142
Total liabilities	$	344,213		$	296,555
Commitments and contingencies (Note 17)		—			—
Shareholdersʼ equity:
Preferred stock, $0.01 par value, 20,000,000 authorized, 0 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		—			—
Class A common stock, $0.01 par value, 500,000,000 authorized; 28,917,960 and 25,159,799 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		289			230
Class B common stock, $0.01 par value, 239,208,722 authorized; 85,838,275 and 86,672,305 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		859			867
Additional paid-in capital		59,247			53,527
Retained earnings		21,038			17,184
Accumulated other comprehensive loss		(12	)		(21	)
Bridge Investment Group Holdings Inc. equity		81,421			71,787
Non-controlling interests in Bridge Investment Group Holdings LLC		311,915			272,482
Non-controlling interests in Bridge Investment Group Holdings Inc.		245,088			205,468
Total shareholdersʼ equity		638,424			549,737
Total liabilities and shareholdersʼ equity	$	982,637		$	846,292

See accompanying notes to condensed consolidated and combined financial statements.

5

BRIDGE INVESTMENT GROUP HOLDINGS INC.

Condensed Consolidated and Combined Statements of Operations

(Dollar amounts in thousands, except per share data)

(Unaudited)

	Three Months Ended March 31,
	2022			2021
Revenues:
Fund management fees	$	52,700		$	30,851
Property management and leasing fees		18,279			16,747
Construction management fees		1,887			1,826
Development fees		1,259			386
Transaction fees		21,998			5,326
Fund administration fees		3,640			—
Insurance premiums		2,416			1,894
Other asset management and property income		1,955			1,520
Total revenues		104,134			58,550
Investment income:
Incentive fees		—			910
Performance allocations:
Realized		8,937			5,557
Unrealized		65,862			14,719
Earnings (losses) from investments in real estate		40			(3	)
Total investment income		74,839			21,183
Expenses:
Employee compensation and benefits		47,480			27,151
Incentive fee compensation		—			82
Performance allocations compensation:
Realized		560			494
Unrealized		9,238			1,429
Loss and loss adjustment expenses		1,751			786
Third-party operating expenses		6,768			8,626
General and administrative expenses		9,508			4,101
Depreciation and amortization		633			753
Total expenses		75,938			43,422
Other income (expense):
Realized and unrealized gains (losses), net		427			5,798
Interest income		1,209			608
Interest expense		(1,621	)		(1,587	)
Total other income		15			4,819
Income before provision for income taxes		103,050			41,130
Income tax provision		(5,545	)		(410	)
Net income		97,505			40,720
Net income attributable to non-controlling interests in Bridge   Investment Group Holdings LLC		36,713			3,949
Net income attributable to Bridge Investment Group Holdings LLC		60,792			36,771
Net income attributable to Common Control Group prior to Transactions and IPO		—			36,771
Net income attributable to non-controlling interests in Bridge Investment   Group Holdings Inc. subsequent to Transactions and IPO		51,020			—
Net income attributable to Bridge Investment Group Holdings Inc.   subsequent to Transactions and IPO	$	9,772		$	—
Earnings per share of Class A common stock - Basic and Diluted (Note 21)	$	0.35
Weighted-average shares of Class A common stock outstanding - Basic and Diluted (Note 21)		23,138,030

See accompanying notes to condensed consolidated and combined financial statements.

6

BRIDGE INVESTMENT GROUP HOLDINGS INC.

Condensed Consolidated and Combined Statements of Comprehensive Income

(Dollar amounts in thousands)

(Unaudited)

	Three Months Ended March 31,
	2022		2021
Net income	$	97,505	$	40,720
Other comprehensive income - foreign currency   translation adjustments, net of tax		9		1
Total comprehensive income		97,514		40,721
Less: comprehensive income attributable to non-controlling   interests in Bridge Investment Group Holdings LLC		36,713		3,949
Comprehensive income attributable to Bridge Investment   Group Holdings LLC		60,801		36,772
Less: comprehensive income attributable to Common Control   Group prior to Transactions and IPO		—		36,772
Less: comprehensive income attributable to non-controlling   interests in Bridge Investment Group Holdings Inc. subsequent   to Transactions and IPO		51,020		—
Comprehensive income attributable to Bridge Investment   Group Holdings Inc. subsequent to Transactions and IPO	$	9,781	$	—

See accompanying notes to condensed consolidated and combined financial statements.

7

BRIDGE INVESTMENT GROUP HOLDINGS INC.

Condensed Consolidated and Combined Statements of Changes in Shareholders’/Members’ Equity (Unaudited)

(Dollar amounts in thousands, except per share data)

	Net Investment in CCG(1)		Class A  Common Stock		Class B Common Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			NCI in Operating Company or CCG(2)			NCI in Bridge Investment Group Holdings Inc.(3)			Total Shareholdersʼ/ Membersʼ Equity
Balance as of December 31, 2021	$	—	$	230	$	867		$	53,527		$	17,184		$	(21	)	$	272,482		$	205,468		$	549,737
Net income		—		—		—			—			9,772			—			36,713			51,020			97,505
Conversion of 2019 profit interest awards		—		8		—			(8	)		—			—			—			—			—
Exchange of Class A Units for Class A common stock and redemption of corresponding Class B common stock including the deferred tax effect and amounts payable under the Tax Receivable Agreement		—		8		(8	)		775			—			—			—			—			775
Issuance of Class A Units for acquisition		—		—		—			—			—			—			—			14,930			14,930
Fair value of non-controlling interest in acquired business				—		—			—			—			—			20,053			—			20,053
Share-based compensation, net of forfeitures		—		43		—			1,570			—			—			7			5,624			7,244
Capital contributions		—		—		—			—			—			—			170			—			170
Distributions		—		—		—			—			—			—			(17,510	)		(28,571	)		(46,081	)
Dividends on Class A Common Stock/Units, $0.21 per share		—		—		—			—			(5,918	)		—			—			—			(5,918	)
Foreign currency translation adjustment		—		—		—			—			—			9			—			—			9
Reallocation of equity		—		—		—			3,383			—			—			—			(3,383	)		—
Balance as of March 31, 2022	$	—	$	289	$	859		$	59,247		$	21,038		$	(12	)	$	311,915		$	245,088		$	638,424
Balance as of December 31, 2020	$	186,091	$	—	$	—		$	—		$	—		$	4		$	15,376		$	—		$	201,471
Net income prior to Transactions and IPO		36,771		—		—			—			—			—			3,949			—			40,720
Foreign currency translation adjustment prior to Transactions and IPO		—		—		—			—			—			1