FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K may contain 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 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 may prove to be materially different from the results expressed or implied by the forward-looking statements.
There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including those described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report. Such factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this report. 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. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to rely unduly upon these statements.
CERTAIN DEFINITIONS
As used in this annual report on Form 10-K, 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 its subsidiaries, and (2) prior to the completion of the IPO, to the Operating Company and, unless otherwise stated, all of its 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 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 (“BNL GP”)
Bridge Logistics U.S. Venture I GP LLC (“BLV I GP”)
Bridge Single-Family Rental Fund IV GP LLC (“BSFR IV GP”)
“Class A Units” refers to the Class A common units of the Operating 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.
“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 combined and consolidated financial statements included elsewhere in this annual report for a description of the Transactions.
RISK FACTOR SUMMARY
The following is only a summary of the principal risks that may materially adversely affect our business, financial condition, results of operations and cash flows. The following should be read in conjunction with the more complete discussion of the risk factors we face, which are set forth more fully in “Part I. Item IA. Risk Factors.”
The historical performance of our fund investments may not be indicative of the future results of our fund investments.
The substantial growth of our business in recent years may be difficult to sustain in the future.