brdg-20220630

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

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 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 x No o

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 x No o

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. o

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

As of August 1, 2022, the registrant had 29,130,835 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 June 30, 2022 (Unaudited) and December 31, 2021	5
	Condensed Consolidated and Combined Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2022 and 2021	6
	Condensed Consolidated and Combined Statements of Comprehensive Income (Unaudited) for the Three and Six Months Ended June 30, 2022 and 2021	7
	Condensed Consolidated and Combined Statements of Changes in Shareholders’/Members’ Equity (Unaudited) for the Three and Six Months Ended June 30, 2022 and 2021	8
	Condensed Consolidated and Combined Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2022 and 2021	10
	Notes to Condensed Consolidated and Combined Financial Statements	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	70

Item 4.	Controls and Procedures	70

PART II. OTHER INFORMATION		72

Item 1.	Legal Proceedings	72

Item 1A.	Risk Factors	72

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	72

Item 3.	Defaults Upon Senior Securities	72

Item 4.	Mine Safety Disclosures	72

Item 5.	Other Information	72

Item 6.	Exhibits	73

SIGNATURES		74

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:

◦Bridge Office Fund GP LLC (“BOF I GP”)

◦Bridge Office Fund II GP LLC (“BOF II GP”)

◦Bridge Office Fund III GP LLC (“BOF III GP”)

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

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

◦Bridge Seniors Housing Fund III GP LLC (“BSH III GP”)

◦Bridge Opportunity Zone Fund GP LLC (“BOZ I GP”)

◦Bridge Opportunity Zone Fund II GP LLC (“BOZ II GP”)

◦Bridge Opportunity Zone Fund III GP LLC (“BOZ III GP”)

◦Bridge Opportunity Zone Fund IV GP LLC (“BOZ IV GP”)

◦Bridge Opportunity Zone Fund V GP LLC (“BOZ V GP”)

◦Bridge MF & CO Fund III GP LLC (“BMF III GP”)

◦Bridge Multifamily Fund IV GP LLC (“BMF IV GP”)

◦Bridge Multifamily Fund V GP LLC (“BMF V GP”)

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

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

◦Bridge Debt Strategies Fund GP LLC (“BDS I GP”)

◦Bridge Debt Strategies Fund II GP LLC (“BDS II GP”)

◦Bridge Debt Strategies Fund III GP LLC (“BDS III GP”)

◦Bridge Debt Strategies Fund IV GP LLC (“BDS IV GP”)

◦Bridge Agency MBS Fund GP LLC (“BAMBS GP”)

◦Bridge Net Lease Income Fund GP LLC (“BNLI GP”)

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

◦Bridge Logistics Value Fund II GP LLC (“BLV II GP”)

◦Bridge Logistics Developer GP LLC (“BLD GP”)

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

◦Bridge Solar Energy Development Fund GP LLC (“BSED 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.

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

◦BOF I GP

◦BOF II GP

◦BSH I GP

◦BSH II GP

◦BSH III GP

◦BOZ I GP

◦BOZ II GP

◦BOZ III GP

◦BOZ IV GP

◦BMF III GP

◦BMF IV GP

◦BWH I GP

◦BWH II GP

◦BDS II GP

◦BDS III GP

◦BDS 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.

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)


	June 30, 2022		December 31, 2021
Assets	(Unaudited)		(Audited)
Cash and cash equivalents	$	102,777	$	78,417
Restricted cash	7,401		5,455
Marketable securities, at fair value	10,777		8,035
Receivables from affiliates	34,186		35,379
Notes receivable from affiliates	66,104		118,508
Other assets	44,836		44,463
Other investments	73,395		44,006
Accrued performance allocations	575,527		439,548
Intangible assets, net	5,862		3,441
Goodwill	55,982		9,830
Deferred tax assets, net	65,221		59,210
Total assets	$	1,042,068	$	846,292
Liabilities and shareholdersʼ equity
Accrued performance allocations compensation	$	58,688	$	41,020
Accrued compensation and benefits	28,655		15,107
Accounts payable and accrued expenses	25,221		13,586
Due to affiliates	51,302		46,134
General Partner notes payable, at fair value	12,364		12,003
Insurance loss reserves	8,540		8,086
Self-insurance reserves and unearned premiums	3,515		3,504
Other liabilities	24,430		8,973
Notes payable	148,356		148,142
Total liabilities	$	361,071	$	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 June 30, 2022 and December 31, 2021	—		—
Class A common stock, $0.01 par value, 500,000,000 authorized; 29,077,806 and 25,159,799 issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	291		230
Class B common stock, $0.01 par value, 238,228,038 and 239,208,722 authorized; 85,691,621 and 86,672,305 issued and outstanding as of June 30, 2022 and December 31, 2021, respectively	857		867
Additional paid-in capital	60,962		53,527
Retained earnings	26,364		17,184
Accumulated other comprehensive loss	(25)		(21)
Bridge Investment Group Holdings Inc. equity	88,449		71,787
Non-controlling interests in Bridge Investment Group Holdings LLC	323,141		272,482
Non-controlling interests in Bridge Investment Group Holdings Inc.	269,407		205,468
Total shareholdersʼ equity	680,997		549,737
Total liabilities and shareholdersʼ equity	$	1,042,068	$	846,292

See accompanying notes to condensed consolidated and combined financial statements.

BRIDGE INVESTMENT GROUP HOLDINGS INC.

Condensed Consolidated and Combined Statements of Operations (Unaudited)

(Dollar amounts in thousands, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenues:
Fund management fees	$	49,380	$	34,536	$	102,080	$	65,387
Property management and leasing fees	19,616		14,335		37,895		31,081
Construction management fees	2,426		2,065		4,312		3,891
Development fees	793		1,163		2,052		1,549
Transaction fees	17,643		16,242		39,641		21,568
Fund administration fees	3,657		—		7,297		—
Insurance premiums	2,845		2,022		5,261		3,916
Other asset management and property income	2,659		1,611		4,614		3,131
Total revenues	99,019		71,974		203,152		130,523
Investment income:
Incentive fees	—		—		—		910
Performance allocations:
Realized	33,581		35,629		42,518		41,185
Unrealized	70,116		43,248		135,978		57,967
Earnings (losses) from investments in real estate	1,251		980		1,291		976
Total investment income	104,948		79,857		179,787		101,038
Expenses:
Employee compensation and benefits	46,693		42,306		94,172		69,457
Incentive fee compensation	—		—		—		82
Performance allocations compensation:
Realized	2,165		3,747		2,725		4,241
Unrealized	7,987		6,048		17,225		7,477
Loss and loss adjustment expenses	1,439		2,132		3,191		2,917
Third-party operating expenses	6,749		6,117		13,517		14,743
General and administrative expenses	9,769		5,392		19,277		9,492
Depreciation and amortization	887		727		1,520		1,480
Total expenses	75,689		66,469		151,627		109,889
Other income (expense):
Realized and unrealized gains (losses), net	3,489		300		3,916		6,097
Interest income	1,353		557		2,562		1,165
Interest expense	(2,901)		(2,554)		(4,522)		(4,140)
Total other income (expense)	1,941		(1,697)		1,956		3,122
Income before provision for income taxes	130,219		83,665		233,268		124,794
Income tax provision	(5,837)		(424)		(11,382)		(834)
Net income	124,382		83,241		221,886		123,960
Net income attributable to non-controlling interests in Bridge Investment Group Holdings LLC	49,748		5,815		86,461		9,764
Net income attributable to Bridge Investment Group Holdings LLC	74,634		77,426		135,425		114,196
Net income attributable to Common Control Group prior to Transactions and IPO	—		77,426		—		114,196
Net income attributable to non-controlling interests in Bridge Investment Group Holdings Inc. subsequent to Transactions and IPO	61,694		—		112,714		—
Net income attributable to Bridge Investment Group Holdings Inc. subsequent to Transactions and IPO	$	12,940	$	—	$	22,711	$	—

Earnings per share of Class A common stock - Basic and Diluted (Note 21)	$	0.44			$	0.79
Weighted-average shares of Class A common stock outstanding - Basic and Diluted (Note 21)	24,029,107				23,581,393

See accompanying notes to condensed consolidated and combined financial statements.

BRIDGE INVESTMENT GROUP HOLDINGS INC.

Condensed Consolidated and Combined Statements of Comprehensive Income (Unaudited)

(Dollar amounts in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021

Net income	$	124,382	$	83,241	$	221,886	$	123,960
Other comprehensive income - foreign currency translation adjustments, net of tax	(13)		6		(4)		7
Total comprehensive income	124,369		83,247		221,882		123,967
Less: comprehensive income attributable to non-controlling interests in Bridge Investment Group Holdings LLC	49,748		5,815		86,461		9,764
Comprehensive income attributable to Bridge Investment Group Holdings LLC	74,621		77,432		135,421		114,203
Less: comprehensive income attributable to Common Control Group prior to Transactions and IPO	—		77,432		—		114,203
Less: comprehensive income attributable to non-controlling interests in Bridge Investment Group Holdings Inc. subsequent to Transactions and IPO	61,694		—		112,714		—
Comprehensive income attributable to Bridge Investment Group Holdings Inc. subsequent to Transactions and IPO	$	12,927	$	—	$	22,707	$	—

See accompanying notes to condensed consolidated and combined financial statements.

RIDGE 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 March 31, 2022	$	—	$	289	$	859	$	59,247	$	21,038	$	(12)	$	311,915	$	245,088	$	638,424
Net income	—		—		—		—		12,940		—		49,748		61,694		124,382

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	—		2		(2)		5		—		—		—		—		5


Share-based compensation, net of forfeitures	—		—		—		2,119						6		4,428		6,553
Capital contributions	—		—		—		—		—		—		31		—		31
Distributions	—		—		—		—		—		—		(38,559)		(42,212)		(80,771)
Dividends on Class A Common Stock/Units, $0.26 per share	—		—		—		—		(7,614)		—		—		—		(7,614)
Foreign currency translation adjustment	—		—		—		—		—		(13)		—		—		(13)
Reallocation of equity	—		—		—		(409)		—		—		—		409		—
Balance as of June 30, 2022	$	—	$	291	$	857	$	60,962	$	26,364	$	(25)	$	323,141	$	269,407	$	680,997


Balance as of March 31, 2021	$	202,167	$	—	$	—	$	—	$	—	$	5	$	13,192	$	—	$	215,364
Net income prior to Transactions and IPO	77,426		—		—		—		—		—		5,815		—		83,241
Foreign currency translation adjustment prior to Transactions and IPO	—		—		—		—		—		6		—		—		6
Share-based compensation prior to Transactions and IPO	13,767		—		—		—		—		—		857		—		14,624
Capital contributions prior to Transactions and IPO	—		—		—		—		—		—		323		—		323
Distributions prior to Transactions and IPO	(136,107)		—		—		—		—		—		(7,810)		—		(143,917)
Repurchase of membership interests prior to Transactions and IPO	—		—		—		—		—		—		—		—		—
Balance as of June 30, 2021	$	157,253	$	—	$	—	$	—	$	—	$	11	$	12,377	$	—	$	169,641

For a description of the Transactions related to our initial public offering (“IPO”) refer to Note 1.

(1)Net investment in Common Control Group (“CCG”)

(2)Non-controlling interests (“NCI”) in Bridge Investment Group Holdings LLC or Common Control Group

(3)Non-controlling interests (“NCI”) in Bridge Investment Group Holdings Inc.

See accompanying notes to condensed consolidated and combined financial statements.

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	—		—		—		—		22,711		—		86,461		112,714		221,886
Conversion of 2019 profits 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	—		10		(10)		780		—		—		—		—		780
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		—		3,689		—		—		14		10,072		13,818
Capital contributions	—		—		—		—		—		—		201		—		201
Distributions	—		—		—		—		—		—		(56,070)		(70,803)		(126,873)
Dividends on Class A Common Stock/Units, $0.47 per share	—		—		—		—		(13,531)		—		—		—		(13,531)
Foreign currency translation adjustment	—		—		—		—		—		(4)		—		—		(4)
Reallocation of equity	—		—		—		2,974		—		—		—		(2,974)		—
Balance as of June 30, 2022	$	—	$	291	$	857	$	60,962	$	26,364	$	(25)	$	323,141	$	269,407	$	680,997

Balance as of December 31, 2020	$	186,091	$	—	$	—	$	—	$	—	$	4	$	15,376	$	—	$	201,471
Net income prior to Transactions and IPO	114,196		—		—		—		—		—		9,764		—		123,960
Foreign currency translation adjustment prior to Transactions and IPO	—		—		—		—		—		7		—		—		7
Share-based compensation prior to Transactions and IPO	14,508		—		—		—		—		—		957		—		15,465
Capital contributions prior to Transactions and IPO	422		—		—		—		—		—		323		—		745
Distributions prior to Transactions and IPO	(157,896)		—		—		—		—		—		(14,000)		—		(171,896)
Repurchase of membership interests prior to Transactions and IPO	(68)		—		—		—		—		—		(43)		—		(111)
Balance as of June 30, 2021	$	157,253	$	—	$	—	$	—	$	—	$	11	$	12,377	$	—	$	169,641

For a description of the Transactions related to our initial public offering (“IPO”) refer to Note 1.

(1)Net investment in Common Control Group (“CCG”)

(2)Non-controlling interests (“NCI”) in Bridge Investment Group Holdings LLC or Common Control Group

(3)Non-controlling interests (“NCI”) in Bridge Investment Group Holdings Inc.

See accompanying notes to condensed consolidated and combined financial statements.

BRIDGE INVESTMENT GROUP HOLDINGS INC.

Condensed Consolidated and Combined Statements of Cash Flows (Unaudited)

(Dollar amounts in thousands)


	Six Months Ended
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	221,886	$	123,960
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,520		1,480
Amortization of financing costs and debt discount and premium	303		278
Share-based compensation	13,818		15,465
Equity in income of investments	(4,837)		(5,725)
Changes in unrealized gain (loss) on General Partner notes payable	822		(415)
Amortization of lease liabilities	(208)		(135)
Unrealized performance allocations	(135,978)		(57,967)
Unrealized accrued performance allocations compensation	17,225		7,477
Change in deferred income taxes	(63)		—
Changes in operating assets and liabilities:
Receivable from affiliates	1,969		3,173
Prepaid and other assets	708		(384)
Accounts payable and accrued expenses	11,453		1,301
Accrued payroll and benefits	13,548		8,392
Other liabilities	(694)		(134)
Insurance loss and self-insurance reserves	465		204
Accrued performance allocations compensation	442		1,507
Net cash provided by operating activities	142,379		98,477
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments	(35,384)		(2,717)
Proceeds from sale of investments	—		81