v3.26.1
Investment in Unconsolidated Real Estate Venture
12 Months Ended
Dec. 31, 2025
Investment in Unconsolidated Real Estate Venture  
Investment in Unconsolidated Real Estate Venture

4. Investment in Unconsolidated Real Estate Venture

On July 7, 2023, Sun Life contributed the Seed JV to the Company in exchange for 13.0 million Class E units of the Operating Partnership at a price equal to $10.00 per unit, for an aggregate contribution value of $130.0 million. BGO client owns the remaining 43.5% in the Seed JV. The Company’s 56.5% ownership in the Seed JV represents an indirect 34.2% ownership interest in the Seed Portfolio.

The Seed Portfolio consists of approximately 9.4 million square feet across 29 separate industrial buildings located throughout the Midwest of the United States. The Seed Portfolio is divided into four industrial parks that consist of three regional portfolios in St. Louis, Cincinnati, and Kansas City and one stand-alone industrial property in Kenosha, Wisconsin, which is located in the Chicago metropolitan statistical area. The Seed Portfolio was developed in partnership between NorthPoint Development (“NorthPoint”) and Northwestern Mutual between 2012 and 2023.

The investment in unconsolidated real estate ventures on the consolidated balance sheets was $188.6 million and $204.9 million as of December 31, 2025 and 2024, respectively. The net loss from unconsolidated real estate ventures included within the Company’s consolidated statements of operations was $2.5 million and $2.3 million for the years ended December 31, 2025 and December 31, 2024, respectively. BGO Client’s (as defined below) 43.5% ownership in the Seed JV included in non-controlling interest in consolidated real estate venture on the Consolidated Balance Sheets was $82.6 million and $89.8 million at December 31, 2025 and December 31, 2024, respectively. BGO Client’s portion of

the net loss included in non-controlling interest in consolidated real estate ventures on the Consolidated Statements of Operations was $1.3 million and $1.2 million for the years ended December 31, 2025 and December 31, 2024, respectively. The Seed JV classifies its investment in the NorthPoint JV as an equity method investment, which is recorded initially at cost, as investment in unconsolidated entity, and subsequently adjusted for equity in net gain /(loss) and cash contributions and distributions. Equity in net gain /(loss) from unconsolidated entity is allocated based on our ownership or economic interest in the real estate joint venture and includes adjustments related to a basis difference in accounting for the investment. As of December 31, 2025 and 2024, the net unamortized basis difference of $7.2 million and $7.2 million, respectively, between the amount at which our investment is carried and our share of equity in net assets of the underlying properties will be amortized through the equity in gain /(loss) from unconsolidated entity over the remaining life of the underlying items which gave rise to the difference.

SEC Rule 3-09 of Regulation S-X requires that a company include audited financial statements for equity method investees when such investees are individually significant for a company's fiscal year. For the years ended December 31, 2025 and December 31, 2024, the income from the Company's investment in the NorthPoint JV was determined to be significant. As a result, NorthPoint JV's audited financial statements for the years ended December 31, 2025 and December 31, 2024 were included as Exhibit 99.3 and Exhibit 99.2, respectively, in this Annual Report on Form 10-K. The Seed JV classifies investments under the equity method, the investment is recorded initially at cost, as investment in unconsolidated entity, and subsequently adjusted for equity in net gain (loss) and cash contribution and distributions. Equity in net gain (loss) from unconsolidated entity is allocated based on our ownership or economic interest in the real estate joint venture and includes adjustments related to a basis difference in accounting for the investment.

The following tables detail the NorthPoint JV balance sheet and income statement:

  ​ ​ ​

December 31, 2025

  ​ ​ ​

December 31, 2024

ASSETS

  ​

  ​

Current Assets

$

15,332,733

$

17,520,361

Investment in Real Estate

820,220,161

843,272,314

Other Assets

 

43,347,591

 

49,336,699

Total assets

$

878,900,485

$

910,129,374

LIABILITIES AND EQUITY

 

  ​

 

  ​

Current Liabilities

305,825,505

8,850,784

Long Term Liabilities

279,604,149

581,095,338

Total liabilities

$

585,429,654

$

589,946,122

Members Equity

$

293,470,831

$

320,183,252

Year Ended

Year Ended

December 31, 2025

  ​ ​ ​

December 31, 2024

Income

$

68,262,296

$

67,488,134

Building Operating Expenses

(16,336,988)

(15,430,108)

Other Loss

(55,788,039)

(55,475,057)

Net Loss

$

(3,862,731)

$

(3,417,031)