Annual report pursuant to Section 13 and 15(d)


12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
The Company is taxed as a corporation for U.S. federal and state income tax purposes. In addition to U.S. federal and state income taxes, the Company is subject to local and foreign income taxes, with respect to the Company’s allocable share of any taxable income generated by the Operating Company that flows through to the Company.
The Operating Company and its subsidiaries, other than BIGRM and BPM, are limited liability companies or limited partnerships and, as such, are not subject to income taxes. The individual owners of the Operating Company and its subsidiaries are required to report their distributive share of 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, 2022, 2021, and 2020 are as follows (in thousands):
Year Ended December 31,
2022 2021 2020
Current income taxes:
Federal $ 6,342  $ 2,887  $ 553 
State 2,982 1,300 503
Deferred income taxes:
Federal 9,385 4,970 (50)
State 3,486 (895) 0
Total income taxes
$ 22,195  $ 8,262  $ 1,006 
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, 2022, certain Original Equity Owners exchanged a portion of their Class A Units for our Class A common stock, which also resulted in a redemption of the corresponding Class B common stock. As a result of the exchange, the deferred income tax asset increased with a corresponding increase in the TRA liability for 85% of the incremental net cash tax savings. As of December 31, 2022, the deferred tax asset related to the TRA was $53.9 million and the TRA liability was $52.0 million.
During the years ended December 31, 2022 and 2021, the Company recognized $1.2 million of income and $1.7 million of expense, respectively, related to the change in the TRA liability, which is included in other income (expenses) on the consolidated and combined statements of operations for the periods then ended.
The Company’s effective tax rate was 7.53%, 1.98%, and 1.20% for the years ended December 31, 2022, 2021, and 2020, 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,
2022 2021 2020
Federal tax at statutory rate
21.00  % 21.00  % 21.00  %
State and local income tax (net of federal tax benefit)
1.73  % 0.37  % 0.60  %
Income passed to noncontrolling interests
(17.44) % (19.46) % (20.40) %
2.24  % 0.07  % —  %
Effective tax rate
7.53  % 1.98  % 1.20  %
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 balance sheets include the following amounts of deferred income tax assets and liabilities as of December 31, 2022 and 2021 (in thousands):
Year Ended December 31,
2022 2021
Deferred income tax assets:
Deferred TRA $ 53,915  $ 58,962 
Unrealized loss on securities 110 62
Loss reserve 348 178
Capital loss carryforward 14 9
Total deferred income tax assets 54,387 59,211
Less deferred income tax liabilities
Unrealized gain on securities —  (1)
Total deferred income tax liabilities —  (1)
Net deferred income tax assets $ 54,387  $ 59,210 
As of both December 31, 2022 and 2021, 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, 2022 and 2021 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.