Bridge Investment Group Holdings Inc.

for 2023 Earnings Call and Webcast. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Bonnie Rosen, Director of Shareholder Relations. Thank you, Bonnie. You may begin.

Good morning, everyone. Welcome to the Bridge Investment Group conference call to review our fourth quarter and full year 2023 financial results. Prepared remarks include comments from our Executive Chairman, Robert Morse, Chief Executive Officer, Jonathan Flager, and Chief Financial Officer, Katie Elsnab. We will hold a Q&A session following the prepared remarks. I'd like to remind you that today's call may include forward-looking statements, which are uncertain, outside the firm's control, and may differ materially from actual results. We do not undertake any duty to update these statements. For a discussion of some of the risks that could affect results, please see the risk factor section of our Form 10-K. During the call, we will also discuss certain non-GAAP financial metrics. The reconciliation of the non-GAAP metrics are provided in the appendix of our supplemental slides. The supplemental materials are accessible on our IR website at ir.bridgeig.com. These slides can be found under the presentations portion of the site, along with the fourth quarter earnings call event link. They are also available live during the webcast. I will present our GAAP metrics, and Katie will review and analyze our non-GAAP data. We reported GAAP net income to the company for the fourth quarter of 2023 of approximately $700,000. On a basic and diluted basis, net loss attributable to bridge per share of Class A common stock was 20 cents, mostly due to changes in non-cash items. Distributable earnings of the operating company were $25.3 million, or 14 cents per share after tax, and our board of directors declared a dividend of 7 cents per share, which will be paid to shareholders of record as of March 8th. It is now my pleasure to turn the call over to Bob.

Thank you, Bonnie, and good morning to all. Despite difficult fourth quarter results impacted by low transaction volumes as asset prices continued to reset and modest year-end capital raising activity, Bridge continues to have a resilient business with a distinctive competence in targeted real estate, credit, and secondary strategies. Even with challenging financial results for the fourth quarter, Our yearly results and outlook for 2024 present a brighter perspective. On a general basis, projected growth for alternatives broadly defined remains strong, the bridge brand continues to grow globally, and the discipline we practiced in 2023 serves us well as a patient and capable steward of capital. Financially, for the full year, Our fee earning AUM increased 25% year-over-year to $21.7 billion, and recurring management fees increased 18% to $228 million. The Federal Reserve's recent actions and announcements, including an appearance by Jay Powell on 60 Minutes, highlight how 2024 should represent a pivot point to interest rate cuts, which in our view has meaningfully positive implications for real assets, transaction markets and the broader private markets ecosystem. While rates may be slow to decline, they are likely headed in a more constructive direction with respect to asset pricing in a departure from the past 18 months. We believe our patience over the last couple of years has been warranted and rewarded and further believe that now is the time to lean in on attractive values. As an example, we are seeing quality value-add residential rental assets, in some cases priced at 6-plus percent cap rates. As difficult as cap rate expansion has been, in our portfolios, this has been meaningfully offset by improved operating metrics. Today, we believe the generational opportunity to acquire at attractive entry prices is compelling. While transaction volumes broadly have not yet recovered, We are seeing signs of optimism with bid-ask spreads narrowing and seller reluctance giving way to seller capitulation. With $3.4 billion of dry powder, we believe now is the time to start wading back into the water. Our recently published 2024 outlook called Navigating the Curve outlines our perspective and provides details on why we feel so strongly about investing in the areas where Bridges developed distinctive competencies. We see this cycle of opportunities across many sectors of real estate equity, private credit, and private equity secondaries. With this as a backdrop, Bridges selected areas of focus, residential rental, logistics, private real estate credit, and secondaries, are poised to outperform. First, the residential rental sector, a core area for Bridge, continues to experience robust long-term secular growth drivers. The interplay between chronically low supply growth and durable demographic tailwinds has created a persistent imbalance that is expected to propel rent growth. While certain markets experienced overbuilding during the pandemic, Near-term supply pipelines have begun to wane due to higher development costs and lower availability of construction debt and equity capital. With the long-term investment thesis intact in residential rental housing, our platforms and strategies have a generational opportunity to capitalize on cyclically lower asset values with the ability to further drive above average returns from select distressed situations. Of course, Navigating markets, sub-markets, asset characteristics, and other criteria is neither easy nor straightforward. And optimizing what one acquires or develops takes focus and expertise. Our specialized teams bring these capabilities to every transaction from first look to final disposition. In real estate credit, we are equally bullish. We see continued demand for real estate credit in an increasingly bifurcated marketplace. Regional and local bank lenders are effectively out of the markets. JP Morgan's Jamie Dimon has stated that private debt funds should be, quote, dancing in the streets, close quote. And although we are showing some more restraint, we see enormous opportunity to provide critical capital to asset owners at pricing, terms, and covenants that are attractive. With the market options narrowed for borrowers, private credit providers like Bridge are in a prime position to be selective. attracting high-quality borrowers under favorable terms. Our historical focus on residential rental lending has the added benefit of strong collateral to protect principal. Logistics real estate strategies continue to see strong fundamentals. The sector has experienced robust demand tailwinds over the past decade, and we anticipate these will persist with sustained e-commerce growth, global trade alignment, onshoring, and the growth in business inventories. Each of these factors highlight the need for logistics infrastructure across the U.S. over the next decade. Given the sea change in interest rates with valuations down and increased pressures to create liquidity for some asset owners, we anticipate seeing increased opportunities for acquisitions at compelling discounts to replacement costs. Of course, like residential rental, where one invests is critically important. We feel on the ground teams in the most attractive markets, notably Southern California, New York, New Jersey, South Florida, and Dallas-Fort Worth, and we source much of our deal flow off market. Similarly, our private equity secondaries business is also experiencing powerful tailwinds. The overall secondaries market is growing as private markets become increasingly dynamic and complex. driving LT demand for sophisticated liquidity solutions. The surge in primary investment commitments over the past several years, along with a significant decrease in exit activity and distributions, will create meaningful opportunities for the secondary market in the coming years. Real estate capital raising was challenged in 2023 for Bridge and the industry in general, characterized by a reset evaluation parameters, muted transaction activity, and general market uncertainty. Against this backdrop, Bridge raised $334 million of new capital in the fourth quarter and $1.6 billion for the full year 2023. For most of 2023, our large flagship funds were in their investment periods and therefore not actively fundraising. This has changed for 2024. In the fourth quarter of 2023, we held an initial close for our latest debt strategies vehicle, and we will be actively fundraising for this vehicle throughout 2024. In addition, 2024 capital raising activities will include vehicles from our other four horsemen, including the next vintage of our acclaimed workforce and affordable housing strategy, the continued marketing of the current vehicle in our new various partners secondary strategy, and the current vintage of our logistics value-add strategy. Although these strategies will represent the bulk of capital raising focus, we have other attractive vehicles and initiatives to further drive our business and evolution. BIDG wrapped up our first year with our secondaries team, and we're excited about the long-term prospects for this strategy. 2023 for this strategy was largely focused on integrating new business under the bridge umbrella. we are seeing encouraging capital raising activity with repeat Newberry investors and expect 2024 to be successful from both a fundraising and deployment perspective. Looking forward, we are seeing a major shift in sentiment from LPs looking to allocate capital in 2024 versus 2023. Our capital raising teams are averaging 50 plus meetings per week, which is up materially from last year. In addition, this heightened level of client interaction has progressed LP due diligence processes across multiple bridge products, including an increase in cross-selling activity. Based on the pipeline we see today, we expect the fundraising trend experienced in the fourth quarter to persist in the first quarter. However, the high level of activity and constructive dialogue with LPs gives us confidence that inflows should improve over the course of the year. We have continued to invest in and expand our capital raising organization. We're adding sales coverage personnel based in Dubai to deepen our coverage in the Middle East and to enable more focus on continental Europe and Scandinavia. We will continue to invest in capital raising both in international markets as well as in the US. Over the last year, we've added both senior and junior talent to focus on growing and servicing our large institutional and wealth platform coverage, as well as to add true accredited investor retail coverage. One early 2024 bright spot, our wealth platform, which already counts most of the major wealth management platforms as distributors, has added yet another in the first quarter. This new relationship has added our current Opportunity Zone vehicle to their client offering. We're looking forward to pursuing the prospects of additional business with them in the future. As we have discussed on previous earnings calls, we have been exploring ways to expand our retail capital raising efforts by making certain strategies accessible to accredited investors, thereby broadening our potential investor base. We launched an accredited investor focused product within our net lease industrial income strategy earlier this year. Since inception in 2021, The bridge net lease industrial income team has invested more than $700 million into industrial net lease properties, including sale lease backs and built to suit development projects. The combination of the attractiveness of the industrial sector along with the consistent income generation and inflation hedging attributes will be more attractive to this new constituency. With household wealth estimated in excess of $50 trillion in North America alone, and the allocations to alternatives less than 5%, the total addressable market is enormous and growing rapidly. We expect in the future to add additional retail vehicles which offer specialized exposure to areas in which Bridges demonstrated competitive expertise. With that, I will turn the call over to Jonathan.

Thank you, Bob, and good morning. In the fourth quarter, industry-wide commercial real estate transaction volumes remained at depressed levels. As higher interest rates and volatility within the debt capital markets continued to weigh on activity. For the latest real capital analytics data, industry transaction volume for 2023 was down 50% year-over-year, the sharpest year-over-year decline since 2009. The experience from our investment teams in Q4 confirmed that data, as bid-ask spreads remained wide and deals were challenging to consummate. With the significant reset in asset pricing and strong long-term demand drivers, particularly for residential and logistics real estate, we believe the cost basis for properties acquired in 2024 will look attractive in years to come. We believe there will be both opportunity and some choppiness in valuation resetting as sales stimulated by interest rate-induced liquidity issues hit the market over the coming months. We also see a slowing in operating trends for certain sub-markets with near-term supply issues. But most of these continue to be high growth markets where we expect recovery. With interest rates now reaching their peak and poised to decline, and given the scale of dry powder in both equity and debt markets for commercial real estate, we anticipate macroeconomic trends to become a tailwind in helping market prices recover and transaction volumes rebound to pre-pandemic levels. Even though it will take time, the building blocks for real estate resurgence are becoming evident. Against this backdrop, Bridge's deployment during the quarter was mostly centered on our opportunity zone, credit, and secondary strategies. While transaction activity remains muted, our pipelines are beginning to build, and we have $461 million of equity deployment under our control and subject to due diligence. While we are encouraged by the increased level of deal sourcing, our pipelines remain well below normal activity levels. With $3.4 billion of dry powder and deep and long-standing relationships with lenders and owners, we are well positioned to find attractive opportunities as the broader market normalizes. With the exception of office, the operating trends in most of our property portfolios remain healthy, though they may have moderated from their peak levels. Bridges vertical integration and operational focus continues to drive results. Multifamily and workforce same store effective rent growth for Q4 increased 2.2% year over year. Our apartment communities are benefiting from the effects of a strong labor market on our resident base. The levels of supply pipelines will have near term impacts in certain sub markets. Single family rental has been a standout from a performance perspective. Fundamentals in our latest single-family rental portfolio are strong with a 7% year-over-year rent growth in Q4 and over 9% in 2023 as a whole. Investor interest in the sector has rebounded with several large-scale transactions announced recently, including an M&A deal and improved debt financing markets. In our logistics vertical, The portfolio continues to experience historically low vacancy rates, aided by continued supply demand imbalance supported by e-commerce space demands. Like multifamily, there have been some markets that experience high deliveries, but most of them are not submarkets we invest in, and overall occupancies remain at historically high levels in the industrial market. Leasing outperformance continues to drive portfolio returns, with Bridge's portfolio net effective rent exceeding original acquisition underwriting by 25% in 2023. Now, turning to investment performance, excluding office, our equity real estate portfolios were down approximately 3% in Q4 and 5.1% in 2023 as a whole, as higher current income was offset by slightly more conservative terminal values and cap rates. The fourth quarter, was characterized by continued uncertainty over asset values in the marketplace as persistent interest rate volatility weighed on price discovery. As holders of assets and closed-end funds with long fund durations, we have the wherewithal to withstand short-term capital markets volatility as we focus on improving operations at the property level to maximize future exit values. In our credit strategies, the increase in base rates has supported a strong distribution yield. Looking ahead, the future earnings of Bridge will benefit significantly as real estate transaction markets inevitably recover. I'll now turn the call over to Katie.

Thank you, Jonathan. Bridge delivered resilient performance for 2023 amidst a challenging external operating environment. Recurring fund management fees increased 18% year-over-year and fee-earning AUM increased 25% year-over-year to $21.7 billion, aided by the acquisition of our secondary business. Fund management fees in Q4 were negatively impacted by a $5.7 million write-off related to Office Fund 1 fees deemed uncollectible. Management fee revenue was also lower due to the timing of higher placement agent fees that were noted on last quarter's earning call. Adjusted for the prior period office write-off, management fees would have been $60.7 million. The headwinds in the office sector have been well documented across the industry. By the end of 2023, Office Fund 1 was unable to align with a significant portion of its lenders on a restructuring plan. Market conditions have deteriorated further, such that it is unlikely that we can create needed liquidity with additional asset sales or incremental equity infusions. Discussions with lenders also continue to be inconclusive, which has led us to assume that we can no longer expect to collect management fees for Fund 1. While market conditions have limited our options in the near term, we will continue to work closely and cooperatively with our lenders and pursue any avenues for positive outcomes for our investors. Going forward, we do not expect to recognize further management fee revenue on Office Fund 1. As such, recurring fund management fees from the office vertical will decrease from approximately $2.3 million in Q3, or 3.7% of recurring fund management fees, to approximately $729,000 a quarter, or 1.2% of recurring fund management fees. This will continue to be less meaningful as other parts of our business grow. From a fee-earning AUM perspective, Office Fund 1 was small at 2%, Additionally, our balance sheet commitment to fund one is comprised entirely of an unsecured loan to the fund for $15 million, which generated approximately $711,000 of interest income during 2023 and is included as a receivable on the balance sheet. Based upon the equity in the fund, the loan is collectible as of December 31st, 2023. However, if conditions in the office sector do not improve, the recoverability of the loan is uncertain. Office Fund 2, which was generally invested as a more favorable vintage during the pandemic at current market valuations, has positive performance in spite of market headwinds within the office sector. While the assets are performing relatively well operationally, if the current market conditions continue into 2025, the fund may be constrained by limited liquidity. Our fee-earning AUM exposure to Office Fund 2 is small, with fee-earning AUM of $184 million, representing just under 1%. Our balance sheet commitment to Office Fund 2 is comprised of a GP equity commitment of $15 million and a $13 million unsecured loan to the fund, which generates $565,000 of annual interest income. We continue to recognize interest income on this loan. While we remain committed to protecting investor capital in the office vertical, The vast majority of our AUM and profitability has been in our other real estate equity and credit and secondary strategies. Moving further in our results, fee-earning AUM decreased slightly by $75 million from last quarter, primarily due to a $461 million decrease in fee-earning AUM related to Bridge Office Fund 1, partially offset by inflows, which Bob described earlier. Over 97% of our fee-earning AUM is in long-term, closed-end funds that have no redemption features and a weighted average duration of 6.8 years. Fee-related earnings to the operating company were $28.5 million in the quarter, down $7.5 million from Q3, mostly driven by the impact of Office Fund 1 and lower transaction revenue, and partially offset by lower fee-related expenses. The low of fee-related expenses were impacted by the slower operating environment during the quarter. While the organization remains disciplined on expense management, we would expect an increase to fee-related expenses more in line with inflation to begin the year. While Jonathan noted that we think transaction activity is beginning to pick up, that will take time before we start to see a material financial impact. As such, we expect a more muted level of transaction revenue in the near term. Fee-related margins will continue to be impacted to the extent we have lower transaction and catch-up fees. As transaction and capital raising volumes normalize, you will see a movement of our margins towards our longer-term average of 50%. Distributable earnings to the operating company for the quarter were 25.3 million, with after-tax DE per share of 14 cents, a decrease of 8.5 cents from last quarter, mostly due to the items discussed previously. 3 cents from Office Fund 1 impact, 3 cents in lower transaction fees, and 3 cents in lower net realizations, offset by lower fee-related expense of 1.5 cents. Realizations for the quarter were mostly comprised of tax distributions within the debt strategies. Realization revenue in the near term is expected to remain subdued. However, we are well positioned for an eventual acceleration in the context of improving liquidity in the real estate transaction markets. Net accrued performance revenue on the balance sheet stands at $382 million. Net insurance income decreased during the quarter related to new stop-loss policies that have claims front-loaded during the contract period, which runs from June to June. Finally, our Board of Directors declared a dividend of $0.07 per share payable to shareholders of record on March 8. This dividend represents a lower percentage of our distributable earnings than in previous quarters. And the retained cash will allow us to invest in our business and strengthen our balance sheet. With that, I'd like to now open the call for questions.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. Thank you. Our first question comes from the line of Chuma McCoy with Morgan Stanley. Please proceed with your question.

Hey, good morning. Thanks for taking the question. It's Chuma McCoy here from Morgan Stanley, standing in for Michael Cypress. Just a quick question on your access to financing. Interested in some of the comments you made about inclusive conversations with the banks. So just remind us how reliant you are on bank financing, generally speaking, across the business. And how are those relationships now relative to, say, a year ago? And, you know, what sort of conversations are you having with your banking partners? And how different is that by strategy or, you know, how do you characterize that, you know, across the board?

Good morning, Chua. Thank you. Thank you for the question. This is Bob Moore speaking. And I'll start out. Katie, I'm sure, will have some comments as well. That's a complex question in an evolving context. in an evolving marketplace. I think in general, our relationship with our leverage providers broadly defined are quite good. There are multiple elements of that. We have some term leverage at our public company level with a number of insurance companies and those relationships, of course, remain strong. We have a line of credit as well. At the asset level, we finance with a variety of sources and the fund level. We finance our residential rental, assets primarily with agencies, Fannie and Freddie, and they are open for business. Actually, their pipelines are not terribly large, and their appetite is strong, particularly on the workforce and affordable housing side, where it's a priority for them as well as for us to finance workforce and affordable housing assets and capacity. Across our other verticals, we rely on a variety of lenders, some agency, some securitization markets, some direct lending with different banks, local banks, regional banks, some debt funds, et cetera. And in general, the market is returning to some health at this point. It's very different depending on the strategy. The amount of appetite for office assets is pretty low, quite low. The appetite for logistics assets, residential rental assets, the financing vehicle we have in place for our net lease activities is quite strong as well. We've worked hard over the years to create a diverse and robust universe of lenders across the different parts of the business that we pursue. And those relationships have certainly paid dividends in the more difficult times of 2022 and 2023. Like many markets and like our remarks suggested, the financing markets seem to be on a path towards more normalization at this point. We're seeing some lenders who actually are professing an increased appetite to increase exposure with us and undoubtedly with others as well as markets normalize. Katie, would you add anything to that?

The only thing I think that I would add is that, you know, we do have relationships with, you know, lending relationships with almost 40 financial institutions. And related to that, you know, we pride ourselves in making sure that we communicate clearly and accurately to our investors, and we try to be very good lending partners, and we work very well with them.

Excellent. Thank you both for the color there. And as a follow-up, I just want to turn to fundraising. I hear you on the Q1 will be a bit lighter and then you should expect that to pick up as you go through the year. Just curious, how would you characterize the total quantum of fundraising you're expecting for 2024? I guess in the context of either the sort of four to five billion range you did in 21 and 22, understanding, of course, that you had multifamily, your flagship in the market then for that period. So just curious, how should we think about that relative to the call it just under $2 billion you did for 2023. How should we think about 2024?

$2 billion for 2023 was a struggle. It was a struggle, as we said, because the markets were not terribly interested in real estate at that point. And the funds that we had on offer, the vehicles that we had on offer were we're not necessarily our flagship vehicles. We've entered 2024 with a lineup of investment vehicles that are later in their series, well-performing, popular, et cetera. We think that the fundraising market has improved as the calendar page has turned and certainly that is reflected in the amount of dialogue that we've been having. It's also a product of the investments that we've made in our client solutions group, both domestically as well as non-U.S. in a lot of respects. We have high aspirations in terms of fundraising for 2024 and beyond. We think that our funds We think that our investment vehicles offer great opportunity and have residents across the suite of investor sectors, if you will. We referenced the continued interest and pursuit of a retail investment vehicle, and that obviously – would represent a significant expansion of the potential investor base as well. So while we don't necessarily guide the future in terms of what we've accomplished in the past, we certainly don't look at the past as a limit to what we can do in the future.

Thank you very much. Go back in the queue.

Thank you. Our next question comes from the line of Finian O'Shea with Wells Fargo Securities. Please proceed with your question.

Hey, everyone. Thanks and good morning. So, first question on the office fund, appreciate your color there. a lot of value went away quickly and it sounds like this is still a risk without an improvement in liquidity conditions as you've cited. Does this mean that the bid ask spread is just still really wide? And if so, are you able to get sort of in front of the wall here to preserve value through through refinancing or secondaries capital or so forth, even if that feels a little bit more painful today. And then on the sort of a follow-up there, in terms of how idiosyncratic or one-off this event hopefully was, are there enough other situations that give you comfort where you've, say, received maturity extensions or found refinancing capital, or was this kind of, you know, the first test against a larger financing wall? Thank you.

Thanks, Vinnie. And, Jonathan, do you want to tackle that question?

Yeah, happy to, and thanks for the question. clarified that with respect to the bulk of our portfolios, which is non-office, so industrial slash logistics and multifamily and other residential, that we have significant liquidity. We have, you know, there's no concern with respect to our ability to manage our liquidity in those portfolios. With respect to office in particular, office is in a very unique situation where almost overnight it went from a circumstance where there was continued activity, liquidity both on the debt and the equity markets to where the markets just basically seized up. And as a result, I think both lenders and equity investors have been trying to figure out how to proceed and what the market should be. And what was unique about Fund One was that it was literally in its sort of harvest period where it had maturities in a lot of – the debt was structured so that it would mature at the time we were liquidating the assets. The time we were liquidating the assets was just as the market was just completely seizing up. And so in a normal circumstance, you would be liquidating strong assets where you had significant equity value. That would create liquidity to restructure, refinance anything that needed to be done to extend it. But when you're in a situation where there's neither equity nor debt liquidity and the lenders are unclear, and I think what we were alluding to with respect to Fund 1 was that the lenders have just been unwilling to give us feedback or provide us with enough guidance to be able to structure anything. And so we're sitting here kind of as these loans continue to mount in a situation where we just don't know how that proceeds and the equity continues to erode in that fund. And so that's why we've made the difficult decisions that we've made. We think that we've pretty much taken most of the issues that we're going to take now with respect to Fund 2, which is a much smaller fund. and a really small part of our continuing ongoing AUM as a business, sure, there's a possibility that if the market doesn't, on the office side, if the market doesn't clear and we don't start to see more sources of capital, either equity or debt or a combination thereon, Yeah, that could start to be a problem with respect to that. But again, as that relates to Bridge Investment Group, or BRDG, it's a relatively small item. As it relates to our reputation with our LPs, it's very important, and so we're working really hard to do everything we can. But we, as Bob said, we've continued to be super transparent. Everybody's seen the effort. We're continuing to be committed to doing everything we can to return capital to LPs and to support our bank and lending relationships, which seem to have survived really well because they're all very understanding of this larger problem. It's not a bridge problem. It's a larger problem in the office market overall.

Thanks, Jonathan. I think one other thing that's helpful to add, if you look at bridge, and exclude the office assets, we have less than 10% of our loans maturing in the next 12 months.

Very helpful. Thank you both. And just to follow up, I guess, on the broader portfolio or the core multifamily business lines, you've generally described your strategy as value add which to our understanding can be more light or more heavy but but translates to a lower cash flowing issuer profile um you know you're putting money into reservations and then you're dependent on the output of higher achieved rents after executing the plan correct me if i'm wrong um so how are you navigating like the market liquidity headwind, specifically our cash constraints at the property level, stalling your value-add plan execution, and our exit rent expectations holding up to underwriting.

Thank you. The last part was you asked, just so I can clarify, Finny, and did you ask about the exit plan expectations? Is that what you...

Yeah, so just generally, are you able to enact your value-add plan? Yeah. Okay, thank you.

Yeah, we have a very robust and part of what I think distinguishes Bridge is its integration between its asset management and its property management on the ground. and we have really sophisticated tracking mechanisms to determine whether we are getting paid for making the investment in the value-add improvements. And in terms of that, it's a case-by-case basis, market-by-market basis, and we always adjust based on what's happening in the market. Broadly speaking, we are in the strongest of the markets, We are continuing to see significant value in doing the renovations, but there are also a lot of markets where there's supply issues, which we've alluded to in some of our comments, that we think are near-term because these are high-growth markets where there's a lot of demand. And so we adjust and moderate accordingly. In terms of liquidity, if that's the question, or availability of capital to do it, we don't rely on leverage to do those plans. Those are funded out of subsequent equity. And we continue to have sufficient capital in each of our funds to support our original business plan as long as the market continues to support it.

Very helpful. Thanks. You know, Finny, I would add, and I believe this is something that we alluded to in our prepared remarks, that when we look at the results of our value-add process, we, of course, when we acquire an asset, we have a detailed projected pro forma in place that costs out everything that we're going to do, that attributes revenue to the actions that we undertake, etc., and we would characterize those as achievable, but in part aspirational in some respects. And overall, we're double digits ahead of those pro formas in terms of the actual NOI created at our residential rental multifamily assets. That varies a little bit by fund, but the overall trend is a positive trend. And I think it comes from understanding what resonates with residents and potential residents. It comes from being cost-effective in implementing those renovations. both in the common areas early on in the ownership of an asset and as units become vacant in the ongoing ownership of an asset and making sure that we're getting paid for what we're doing. But we think that the value-add process and our day-to-day management of that value-add process really creates a meaningful amount of alpha at the asset level. Over the course of the last year or so, maybe more than a year, we've seen cap rates increase as interest rates have gone up. In some instances, those cap rate increases have been offset, and in some cases, meaningfully by the NOI increases that the value-add process has created at the asset level. So it's a process that pays dividends in good times and in more difficult times. Awesome. Thank you. Thanks for the question.

Thank you. Our next question comes from the line of Ken Worthington with JP Morgan. Please proceed with your question.

Hi, good morning. So performance is holding up well in certain of your verticals under pressure elsewhere. And I know the focus has been office this quarter. But as we look to multifamily five, it seems that fund continues to struggle. Now you have dry powder, but there seems to be a pretty big hole here. How does a more benign interest rate environment or time or investment resolve the performance here? Or given the depth of the hole, is this fund sort of destined to be a poor performer?

Do you want me to do that one, Bob?

Yeah, why don't you start, Jonathan, please? Yeah.

Yeah. I mean, Ken, you know, no one has the crystal ball, but I think we're sitting here. Our perspective – is that there's been what I would consider an overcorrection in the multifamily valuation. I think that broadly it's been, you know, when you look at the expansion of cap rates and the impact on values on, you know, kind of like-for-like net operating income, it's about a 30% drop, which is very meaningful when you think about it, especially with respect to leverage. That being said... We have a very strongly held house view that interest rates are going to come back down as inflation comes down and as the Fed makes their moves, yield curves normalize. We think that will contribute, but we also see significant amounts of dry powder and long-term secular demand in the multifamily sector that will also drive cap rates back down. So we expect them to kind of move back down and mean revert. That will recover a lot, and as Bob alluded to, we are well ahead on our NOI targets and our underwritten operating performance at the asset level. And the combination of those two things we expect will generate positive recovery of the existing portfolio. And then we've got the remaining half of the portfolio where we're able to buy, we think, assets at what will look like incredibly attractive positions. And so when you start taking those two together, we still have hopes, very high hopes, that the performance of this fund will be solid. And will it be as good as some of our highest performing vintages? No, but not all vintages are traded equal, but I do think it will be an outperformer relative to its peers in the same vintage, which at the end of the day is probably how the market will measure us.

And I think some additional color in this also relates to the previous question is just how the value-add strategy is playing out and Multifamily Fund 5 right now, today we're seeing a 16.4% return on investment on the 3,000 assets that we've upgraded so far. So we are seeing that play out in the fund strategy as well.

Okay, thank you. Not to pile on too much, but the tailwinds in the fundamental tailwinds in multifamily are enormous. We're in an era today where it costs so much more to own than it does to rent. There are a number of aspirational homeowners who are now renters by necessity. There are a number of people who just choose to rent for extended periods of time over their life cycles. And we have a housing shortage in the U.S. So we think that our ownership and operation of these communities really speaks to the needs of folks who comprise that great big cohort of the U.S. population. We think that we also have developed over the decades an ability to very cost-effectively manage these communities and on behalf of our investors, on behalf of our residents, to provide a great experience for the residents. And that's reflected in very high occupancies. It's reflected, as Katie said, in the metrics around financial performance. And the multifamily fund five vintage started off at a peak time, but it's ending ending up with investments at some pretty attractive values. So when you average that out and you overlay the operating metrics and performance that we seek to achieve, it should be, as Jonathan said, a very solid vintage and certainly for something that was sort of in the in the apex of the market. If that's the downside, we think it'll be very solid.

Okay, great. Thank you. And maybe a question just on how your clients are reacting. So if Office is struggling, and I hear you're a multifamily, maybe at the... It seems to be struggling now. To what extent is the Bridge brand... being impacted here by a couple of these areas that are struggling? And does the performance in these verticals flow through to impact fundraising, you know, in 2024 in areas that, you know, are more in favor or performing better? Like cross-sell, like we think like Newberry, it's like cross-sell is a factor here for secondaries and some of the other verticals. are you seeing or hearing any flow through from, you know, investors in these struggling areas, maybe impacting your aspirations in, you know, the other areas?

You know, it's interesting. It's a really good question. It's a question that we care deeply about or an issue we care deeply about in terms of what our brand is and how we how we maintain and enhance the value of our brand. We start off with comprehensive and transparent communication and the view that bad news doesn't get better with time. And we seek to be very transparent in terms of what we do. One vignette, I was with a I was with a significant investor of ours, as well as others, and we were talking about this very issue. And I had mentioned the difference in performance between a couple vintages of one of our funds. And they stopped me and said, if you're about to apologize, do not apologize. Your relative performance has been so much stronger than the others. entities in which we've invested for the same strategy. So my point is relative performance matters. And we think, you know, in good times, we will outperform in our areas of competitive differentiation. We think in bad times, we will outperform not as much, but certainly on a relative basis outperform as well. We have, amongst other things, we have the next vintage of our workforce and affordable housing investment vehicle that is in the market now. The early returns are very, very strong with respect to that. And that's a pretty close variant to all the experiences in multifamily. And as Jonathan said, there's in the, or maybe just in another way, in the teens, you know, from 2014 to 2020 or so, there was really very little J curve as related to investment vehicles when they were launched because asset values were going up. Now there is a J curve again, and And we think that the back end of that J curve will result in some pretty significant relative and absolute value that's created for investors. As it relates to the brand, we have found over the course of last year and this year and in the past as well, that the value of our brand continues to grow. The recognition amongst the most prominent institutional investors continues to grow. The network of wealth management platforms with whom we have a dialogue and on whom we're distributed continues to grow. We mentioned that in our prepared remarks. And in each case, institutional investors, wealth management platforms, everybody, you know, have a lot of choices. And we seek to be a good, solid choice that people can provide us with their capital and know that come good times and bad, we will do as well as possibly can be done with that capital.

Great. Thank you very much.

Thank you. Our next question comes from the line of Adam Beattie with UBS. Please proceed with your question.

Thank you and good morning. I just wanted to ask about the 3% markdown across the portfolio in 4Q. Just thinking back to the environment at that point, it seemed like the rate outlook was getting better. Public markets were definitely optimistic. So just wanted to understand the dynamics, you know, because the 3% was sort of the better part of the 5%, you know, for the full year. So that might have been a little bit unexpected. So just if you could, a little bit about what would drive the markdown to get, you know, a little bit worse in 4Q, and also maybe which subsectors or verticals might have driven that. Thank you.

Maybe, Alan, I'll start there, and Jonathan, I'm sure, will have some things to add as well. The When you refer to the improving outlook, I think as your comments relate to broad market indices, that's absolutely true. And that's the crux of what we think creates the opportunity in real estate today. You have broad market indices, whether it be the S&P 500, whether it be NASDAQ, Dow, or whatever that are at or or near all-time highs. We'll see when the market opens in three minutes whether NVIDIA's blowout results are going to create new all-time highs. And at the same time, in an environment of rising interest rates, you have real estate values that, in our view, continue to reset over the full course of 2023, including the fourth quarter. And there aren't many asset, in our view, there aren't many asset classes like real estate that have pretty substantially reset. And, you know, at the 2021 peak, you know, when cap rates for different types of assets were bumping around what now are interpreted as as cyclical lows, those cap rates have increased in some cases as much as 200, 250, 300 basis points over the course of the interest rate rises. And that's what, in our view, creates the opportunity for some generationally attractive entry points in real estate at this point. Part of the valuation process which we go through, certainly acknowledges the cap rate increases from the selected transactional activity that occurred over the course of the fourth quarter of 2023 and earlier quarters as well. It also incorporates some of the operational changes improvements that we were able to achieve at our assets. And so the 3% is a net of that. But more broadly, we think that that resetting of valuation parameters has created a pretty terrific entry point in our view and makes it appropriate to start wading back into the water. Jonathan, any incremental comments to that?

Now, I think you did a good job, Bob. I think, you know, the bulk of it really is in the multifamily side, which, you know, obviously that's the largest part of our AUM. And I think, I guess the perspective that we have held is we took a lot of time on valuations because there's so little There's a little clarity. I think it's a simple truth. There's very low transaction volumes. The transactions that happen, the cap rates that are evidenced are very broad and very wide, even within the same market. and similar vintage and similar quality assets. So we spend a lot of time with our audit partners. We spent a lot of time with, I can tell you right now, the normal best information comes from the brokerage industry, and the brokers are, they're just throwing up their hands saying, we don't really know. So I think that's what's made, you know, kind of marking things challenging. We've always prided ourselves on trying to be as conservative as we can in marking without being extreme, and so we hope we found the balance here, and the year end, that was how the numbers came out. I would add one other thing, which was interesting, which was Q4, even though it seemed that there was some relief in sight with interest rates starting to move, we also started to see them move in a different direction. What's happened every time we felt like we were getting to a place where the volumes were starting to return and people were ready to transact, the Fed says, okay, we're going to probably be at the end of our hiking cycle. All of a sudden, sellers pull properties off the market saying, well, maybe the values are going to be better next year, so we'll wait. So it's been really interesting both in terms of trying to understand when transaction volumes will recover and exactly where trades are to try to put good marks on things. And candidly, on a positive note, we are under no pressure in any of our funds to to trade in this market unless we get a great price. So we've gotten a few assets sold that we felt like we had really attractive pricing and we got really great returns on just to kind of start to realize some of the assets in our older portfolios. I think we did a really successful recapitalization of our Fund 3 vintage to print a really good total return for our investors. And so I think overall it's just right now the bulk of those marks really are related to multifamily. And as I said in our remarks, we're going to see recovery on that as the debt markets stabilize, as interest rates come down, which they inevitably will.

That's great. Thank you for all those details. I appreciate that. And then just a quick follow-up on just those latest remarks, because Bob in Prepared mentioned seller capitulation. And so it seems like, you know, as the rate outlook changes, maybe sellers are capitulating or uncapitulating or what have you. But, you know, just wondering what you're seeing and what areas in particular you're seeing more capitulation, which may be, while painful, may be healing for the markets ultimately. Thank you.

Yeah, I think right now the capitulation is really slow, I guess is the best way I could say it. And I think that we have... The time when we're actually going to see the market opening up more broadly is after we start to actually see some sort of movement on the interest rates and we see the broader debt markets really start to stabilize. The same thing when we talk about the dry powder on the equity side, we also see dry powder on the private debt side. where there's a lot of lenders that are starting to say, hey, I want to get aggressive to try to get some transaction volume even in a slow market. So we're seeing them start to tighten their spreads a little bit, and the indexes need to kind of improve a little bit, and we need to get a more normal yield curve. And when we get all that, then we're going to start to see volumes return, values start to recover. Between now and then, it will be the lenders are starting to – The lenders are starting to bring us things, and we're starting to see some interestingly structured portfolios that really were, you saw regional sponsors who didn't have the wherewithal to raise new capital into their vehicles and the just rapid rise in interest rates. have essentially, and cap rates have essentially wiped out most of their equity and made it impossible for them to continue to service debt. So we're starting to see some of that happening with lenders, but we haven't seen it in any large volume. And I think it's going to take another, you know, just like you saw with the GFC, I think it's going to take the next 18, 24 months for that to redisperse itself into the market. But again, on a really positive note, I would say, we do think that once the market starts to open back up, there's going to be a little bit of a rebound effect, right? Because there will have been almost two years of very, very slow transaction volume, well below, you know, kind of call it market norms. And that will be a lot of pent-up demand for regular way selling for people who are just at a point where they need to realize their assets and they have a good basis and they can make maybe not as much profit as they would have at peak, but a nice profit. And we'll start to see some of that, you know, those challenged assets flow through the system either through short sales or through lenders taking things back. The great thing about Bridge is we are in active dialogue, have great relationships across all of the owners and sellers, as well as this broad base of lenders that we have deep and long relationships with. We're in the middle of all of it, and I think we're going to see benefit to that. The question really becomes, That happened next quarter, the following quarter, later this year, beginning of next. That's what we don't know, but we know it's coming and we're excited for it.

Got it. Thank you. That's a clear picture of an unclear situation. Really appreciate it. Thank you.

Thank you. Our next question comes from Bill Katz with TD Cowan. Please proceed with your question.

Okay, thank you very much, and good morning, everybody. So a couple of nested questions, so I apologize in advance. Just sort of thinking through some of your balance sheet exposure here, and maybe a two-part question. The first question is, can you sort of review what your sort of max exposure is in terms of on the asset side? And then I think within that, you'd mentioned that there's some GP equity at risk here as well. Would that influence any kind of pressure to adjust your FRE-related compensation?

Bill, I'm sorry, maybe I don't understand the first part of the question as it relates to. Yeah, sure.

Sure. Sorry to interrupt you, Bob. So the, and thanks for the clarification. So you mentioned a couple of loans that are on your balance sheet that may not be fully recoverable. So I'm looking through your balance sheet and just trying to understand what kind of risk there might be in terms of a write-off related to that. And then secondarily, I think you mentioned that there's some GP equity within the fund as well. I'm just sort of wondering to the extent that there needs to be any kind of adjustment to compensation to offset the lost earnings associated with that.

I can answer the second part of the question. And, Katie, you might want to touch on the first part of the question.

Sure. And so for your reference, Bill, there's two loans outstanding to our office funds. Office Fund 1 has a $15 million loan outstanding, and that's really the loan that we're monitoring for impairment and will continue to provide an update on. The second loan is Office Fund 2, which has a $13 million loan, and based upon the performance right now, there are no indicators of potential future impairment. As it relates to Bridges balance sheet GP investments, we do have a $15 million GP commitment and to fund two for the office strategy.

And Bill, you know, we have significant GP contributions both from existing employee owners into our funds as well as selected GP contributions from from bridge into our funds as well. The typical fund terms call for a minimum of X million dollars per fund. Generally speaking, we exceed that minimum and often those GP commitments come from individual investor employees who were enthusiastic about the fund. those in the aggregate across all of our funds, past and present, those aggregate to the hundreds, literally to the hundreds of millions of dollars. So there's a very significant alignment between us as managers of investment vehicles and our LPs, and that's something that we think is valuable. We think it's something that's expected, and it's something that sharpens focus. in a lot of respects. As it relates to compensation and adjusting compensation either related to any issues, including the issues around Office 1, you know, compensation is a product of a lot of different factors. It's a product of firm performance. It's a product of individual performance. It's a product of the performance of the of the vertical that, and we have what we think is a very informed and sophisticated process that allows us to appropriately compensate our employees and our colleagues. And that compensation has a number of different elements to it, as you would expect. And there's been a lot of dialogue across alternative asset investment managers about what the right structure of compensation is. It's kind of interesting from our perspective as we see that dialogue because I think we've been early adopters of the thought that employees should benefit when our LPs and shareholders benefit and that alignment should be pretty significant. So this particular incident I don't believe will impact our compensation philosophy. It's way too early in 2024 to have any meaningful thoughts about where compensation will be in 2024. We run a very tight ship in terms of how many people we employ, how we structure our funds management infrastructure and investment teams in order to deliver really good results with an appropriate cost burden related to that. We think that we're amongst the leanest. in the industry as it relates to that. And so we can deliver a really good waterfall of gross to net over the course of what we do.

Great. Thank you.

Hey, Bill, were you concerned about – Bill, were you – I'm just wanting to clarify whether we really answered the question you were after. I mean, you concerned about the impact of FRE going forward. Is that kind of what you were driving at?

Right. I was just wondering if there's going to be a need to make up if you had to write – again, it's fun too, so maybe I'm making more at it than it needs to be. I think I'm good on that question. My second question is just in terms of your balance sheet. Can you remind me of what the debt covenants are around the debt? And then relatedly, I guess, are you adjusting your dividend payout ratio? I know there's a lot of noise this particular quarter, but It looks like a much lower payout just on normalized earnings. So how do we think about the payout rate? And then just remind me of what the debt covenants are on your own debt. Katie?

Happy to take this one. So I think for your reference, you know, the primary cover that you would be focused on would be as defined in the terms of the agreement at 3.75, you know, leverage ratio. At this point in time, we're approximately a three times ratio, so we are very much in compliance. And then if you, I apologize, what was the second part of the question?

Yeah, I'm sorry for the necessary question at this point. Just in terms of the dividend payout policy, it looks like it moved around a little bit this quarter. I'm assuming you're husbanding a little more capital. How do you think about that payout ratio in light of just sort of the depressed earnings, the conversation this morning, and the need to reinvest back in parts of the business? Thank you.

Sure. If you think about, you know, once we actually, you know, our distribution this quarter was really based upon the cash, and so it did include, you know, the adjustments for the one-time charges. And so, you know, ultimately it was about a 70% payout ratio, which, Obviously, our dividend is subject to our board approval, but in the near term, I think that it's reasonable to expect a similar type ratio.

Right. So we are adjusting. We're still trying to distribute reasonable amounts, but we're trying to moderate that so that we have additional strength on the balance sheet. So that's really the goal.

Okay. Thank you.

Thank you. There are no further questions at this time. This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.