Annual report pursuant to Section 13 and 15(d)

Income Taxes

v3.22.0.1
Income Taxes
12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Line Items]  
Income Taxes INCOME TAXES

We are taxed as a corporation for U.S. federal and state income tax purposes. We are subject to U.S. federal and state income taxes, in addition to local and foreign income taxes, with respect to our allocable share of any taxable income generated by the Operating Company that flows through to the Company.

Prior to our becoming a public company, other than BIGRM and BPM, the Company and its subsidiaries were limited liability companies or limited partnerships and, as such, were not subject to income taxes. The individual owners of Bridge were required to report their distributive share of the Company’s realized income, gains, losses, deductions, or credits on their individual income tax returns.

The components of income tax expense attributable to Bridge Investment Group Holdings Inc., including subsidiaries BIGRM and BPM, for the years ended December 31, 2021, 2020 and 2019 are as follows:

 

 

 

Year Ended December 31,

 

(in thousands)

 

2021

 

 

2020

 

 

2019

 

Current income taxes:

 

 

 

 

 

 

 

 

 

Federal

 

$

2,887

 

 

$

553

 

 

$

317

 

State

 

 

1,300

 

 

 

503

 

 

 

667

 

Deferred income taxes:

 

 

 

 

 

 

 

 

 

Federal

 

 

4,970

 

 

 

(50

)

 

 

1

 

State

 

 

(895

)

 

 

 

 

 

 

Total income taxes

 

$

8,262

 

 

$

1,006

 

 

$

985

 

In connection with the exchanges of Operating Company interests for Class A common stock by the Original Equity Owners in July and August 2021, the Company’s ownership in the Operating Company increased, which resulted in an increase to deferred tax assets in the amount of $59.0 million as of December 31, 2021. Additionally, in connection with the exchange transactions the Company recorded a corresponding TRA liability, which was $46.1 million as of December 31, 2021, representing 85% of the incremental net cash tax savings for the Company due to the exchanging Original Equity Owners. During the year ended December 31, 2021, the Company recognized $1.7 million of expense related to the change in the TRA liability, which is included in other income (expenses) on the statement of operations for the period then ended.

The Company’s effective tax rate was 1.98%, 1.20%, and 1.00% for the years ended December 31, 2021, 2020 and 2019, respectively. The Company’s effective tax rate is dependent on many factors, including the estimated amount of income subject to tax. Consequently, the effective tax rate can vary from period to period. The Company’s overall effective tax rate in each of the periods described above is less than the statutory rate primarily because (a) the Company was not subject to U.S. federal taxes prior to the Transactions and the IPO and (b) a portion of income is allocated to non-controlling interests, and the tax liability on such income is borne by the holders of such non-controlling interests. A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows:

 

 

 

Year Ended December 31,

(in thousands)

 

2021

 

2020

 

2019

Federal tax at statutory rate

 

21.00%

 

21.00%

 

21.00%

State and local income tax (net of federal tax benefit)

 

0.37%

 

0.60%

 

0.70%

Income passed to noncontrolling interests

 

(19.46%)

 

(20.40%)

 

(20.70%)

Other

 

0.07%

 

0.00%

 

0.00%

Effective tax rate

 

1.98%

 

1.20%

 

1.00%

The Company evaluates the realizability of its deferred tax asset on a quarterly basis and adjusts the valuation allowance when it is more likely than not that all or a portion of the deferred tax asset may not be realized.

The net deferred income tax assets in the consolidated and combined balance sheets include the following amounts of deferred income tax assets and liabilities as of December 31, 2021, 2020, and 2019:

 

 

 

December 31,

 

(in thousands)

 

2021

 

 

2020

 

 

2019

 

Deferred income tax assets:

 

 

 

 

 

 

 

 

 

Deferred TRA

 

$

58,962

 

 

$

 

 

$

 

Unrealized loss on securities

 

 

62

 

 

 

59

 

 

 

25

 

Loss reserve

 

 

178

 

 

 

100

 

 

 

83

 

Capital loss carryforward

 

 

9

 

 

 

10

 

 

 

7

 

Total deferred income tax assets

 

 

59,211

 

 

 

169

 

 

 

115

 

Less deferred income tax liabilities

 

 

 

 

 

 

 

 

 

Unrealized gain on securities

 

 

(1

)

 

 

(8

)

 

 

(4

)

Total deferred income tax liabilities

 

 

(1

)

 

 

(8

)

 

 

(4

)

Net deferred income tax assets

 

$

59,210

 

 

$

161

 

 

$

111

 

As of both December 31, 2021 and 2020, the Company had no unrecognized tax positions and does not expect any changes to uncertain tax positions within the next 12 months. During the years ended December 31, 2021 and 2020 the Company did not recognize any interest or penalties related to unrecognized tax benefits.

The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by U.S. federal, state, local and foreign tax authorities. Although the outcome of tax audits is always uncertain, the Company does not believe the outcome of any future audit will have a material adverse effect on the Company’s consolidated and combined financial statements.