NP BGO NTR PORTFOLIO, LLC AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2025 and 2024

Assets	2025		2024

Current assets:
Cash and cash equivalents	$	13,757,591	$	15,931,218
Accounts receivable		1,278,186		1,191,585
Prepaid expenses		296,956		397,558
Total current assets		15,332,733		17,520,361

Investment in real estate:
Land and improvements		138,064,145		137,994,352
Building and improvements		760,090,346		759,250,939
Gross investment in real estate		898,154,491		897,245,291
Less accumulated depreciation		(77,934,330)		(53,972,977)
Net investment in real estate		820,220,161		843,272,314

Other assets:
Above-market lease value, net		943,489		1,329,463
Straight line rent receivable		10,593,520		8,942,958
In-place leases, net		13,728,672		19,001,401
Deferred leasing incentive, net		6,281,021		6,519,858
Deferred leasing costs, net		9,551,259		12,083,726
Other recoverable assets, net		2,189,006		1,388,553
Deposits		60,624		70,740
Total other assets		43,347,591		49,336,699

Total assets	$	878,900,485	$	910,129,374

Liabilities and Members’ Equity

Current liabilities:
Accounts payable	$	913,877	$	529,361
Accrued liabilities		5,656,655		5,506,029
Prepaid rent		1,891,625		1,791,835
Current portion of notes payable		296,781,712		—
Other current liabilities		581,636		1,023,559
Total current liabilities		305,825,505		8,850,784

Long-term liabilities:
Security deposits		1,777,434		1,936,184
Below-market lease value, net		14,682,319		19,705,099
Notes payable, net of current portion		263,144,396		559,454,055
Total 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

Commitments and contingencies		—		—

Total liabilities and members’ equity	$	878,900,485	$	910,129,374

See accompanying notes to the consolidated financial statements.

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NP BGO NTR PORTFOLIO, LLC AND SUBSIDIARIES

Consolidated Statements of Operations

Years ended December 31, 2025 and 2024


	2025		2024

Income:
Lease income	$	68,262,296	$	67,488,134
Total income		68,262,296		67,488,134

Building operating expenses:
Direct tenant expenses		251,653		330,553
General and administrative		472,846		451,907
Grounds and parking lots		2,650,671		2,103,525
Insurance		1,115,647		1,614,765
Management fees		1,670,384		1,509,458
Non-recoverable operating expenses		17,512		219,508
Real estate taxes		7,562,796		6,872,484
Repairs and maintenance		1,065,634		915,046
Utilities		1,376,475		1,165,149
Vacant unit expenses		153,370		247,713
Total building operating expenses		16,336,988		15,430,108

Other income (expense):
Amortization		(8,680,040)		(8,866,719)
Depreciation		(23,961,353)		(23,593,787)
Interest expense		(22,888,053)		(22,887,940)
Other income		5,147		303,577
Professional fees		(263,740)		(430,188)
Total other expenses		(55,788,039)		(55,475,057)

Net loss	$	(3,862,731)	$	(3,417,031)

See accompanying notes to the consolidated financial statements.

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NP BGO NTR PORTFOLIO, LLC AND SUBSIDIARIES

Consolidated Statements of Changes in Members’ Equity

Years ended December 31, 2025 and 2024


		BGO Genesis Holding, LLC			NP NTR Holdings, LLC			Total
Balance at December 31, 2023		$	209,663,329		$	136,736,954		$	346,400,283
Distributions			(13,800,000)			(9,000,000)			(22,800,000)
Net loss			(2,068,203)			(1,348,828)			(3,417,031)
Balance at December 31, 2024			193,795,126			126,388,126			320,183,252
Distributions			(13,800,000)			(9,049,690)			(22,849,690)
Net loss			(2,368,044)			(1,494,687)			(3,862,731)
Balance at December 31, 2025		$	177,627,082		$	115,843,749		$	293,470,831

See accompanying notes to the consolidated financial statements.

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NP BGO NTR PORTFOLIO, LLC AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Year ended December 31, 2025 and 2024


	2025		2024

Cash flows from operating activities:
Net loss	$	(3,862,731)	$	(3,417,031)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization		8,680,040		8,866,719
Depreciation		23,961,353		23,593,787
Lease incentive adjustment		1,928,989		1,844,971
Above market amortization		385,974		404,522
Below market amortization		(5,022,780)		(5,118,053)
Straight-line rental income		(1,650,562)		(2,281,070)
Interest expense related to debt issuance costs		472,053		471,940
Changes in assets and liabilities:
Accounts receivable		(984,466)		(162,228)
Prepaid expenses		100,602		15,595
Deferred lease incentive		(1,690,152)		(566,298)
Deferred leasing costs		(777,432)		(2,438,406)
Deposits		10,116		3,726
Accounts payable		384,516		(534,229)
Accrued liabilities		145,626		(249,499)
Prepaid rent		99,790		554,186
Security deposits		(158,750)		(180,308)
Other current liabilities		(441,923)		43,582
Net cash provided by operating activities		21,580,263		20,851,906

Cash flows from investing activities:
Real estate improvements		(904,200)		(3,172,829)
Net cash used in investing activities		(904,200)		(3,172,829)

Cash flows from financing activities:
Financing costs		—		(2,001)
Distributions		(22,849,690)		(22,800,000)
Net cash used in financing activities		(22,849,690)		(22,802,001)

(Continued)

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NP BGO NTR PORTFOLIO, LLC AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Year ended December 31, 2025 and 2024


	2025		2024

Net decrease in cash and cash equivalents		(2,173,627)		(5,122,924)

Cash and cash equivalents at beginning of year		15,931,218		21,054,142

Cash and cash equivalents at end of year	$	13,757,591	$	15,931,218

Supplemental schedule of non-cash investing and financing activities:
Building improvements included in:
Accounts payable		94,099		211,132
Accrued expenses		5,000		—

Supplemental cash flow information:
Cash paid for interest	$	22,416,000	$	22,416,000

See accompanying notes to the consolidated financial statements.

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NP BGO NTR PORTFOLIO, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025

(1)

Organization and Summary of Significant Accounting Policies

(a)

Organization

NP BGO NTR Portfolio, LLC and Subsidiaries (the Company) was formed on September 29, 2022, under the laws of the State of Delaware, for the purpose of owning, leasing, maintaining and operating the projects and properties, then financing, marketing, selling, and otherwise using properties and projects through its investment in subsidiaries. The Company owns properties in Missouri, Ohio, and Wisconsin. The Company has controlling interest in the following wholly owned subsidiaries:

Entity Name		Type		Approximate Building Square Footage (unaudited)		Location
Horizons Industrial I, LLC		Industrial		156,000		Riverside, MO
Horizons Industrial II, LLC		Industrial		169,000		Riverside, MO
Horizons Industrial III, LLC		Industrial		196,000		Riverside, MO
Horizons Industrial IV, LLC		Industrial		342,000		Riverside, MO
Horizons Industrial V, LLC		Industrial		493,000		Riverside, MO
Horizons Industrial VI, LLC		Industrial		411,000		Riverside, MO
Horizons Industrial VII, LLC		Industrial		198,000		Riverside, MO
Horizons Industrial VIII, LLC		Industrial		134,000		Riverside, MO
Horizons Industrial IX, LLC		Industrial		213,000		Riverside, MO
Horizons Industrial X, LLC		Industrial		208,000		Riverside, MO
NP Rinck Farm, LLC		Industrial		1,200,000		West Chester, OH
NP Brate Farm, LLC		Industrial		642,000		West Chester, OH
NP Brate Industrial 2, LLC		Industrial		501,000		West Chester, OH
NP Hazelwood 370 Building I, LLC		Industrial		252,000		Hazelwood, MO
NP Hazelwood 370 Building II, LLC		Industrial		252,000		Hazelwood, MO
NP Hazelwood 370 Building III, LLC		Industrial		494,000		Hazelwood, MO
NP Hazelwood 370 Building IV, LLC		Industrial		408,000		Hazelwood, MO
NP Hazelwood 370 Building 5, LLC		Industrial		413,000		Hazelwood, MO
NP Hazelwood 370 Building 6, LLC		Industrial		548,000		Hazelwood, MO
NP Hazelwood 370 Building 7, LLC		Industrial		511,000		Hazelwood, MO
NP Hazelwood 370 Building 9, LLC		Industrial		408,000		Hazelwood, MO
NP Hazelwood 370 Building 10, LLC		Industrial		511,000		Hazelwood, MO
NP Hazelwood Land Holdings, LLC		Land		—		Hazelwood, MO
NP Kenosha Industrial, LLC		Industrial		757,000		Kenosha, WI

Operations began on September 29, 2022, the date of inception. The term of the Company shall continue until the winding up and liquidation of the Company following a liquidation event, as defined under the Limited Liability Company Agreement of the Company. Capitalized terms not otherwise defined herein have the meanings set forth in the Limited Liability Company Agreement (LLC Agreement) of the Company.

The Company is owned by two members, BGO Genesis Holding, LLC and NP NTR Holdings, LLC. The ownership percentages as of December 31, 2025 for BGO Genesis Holding, LLC and NP NTR Holdings, LLC are 60.53% and 39.47%, respectively. The outstanding membership interest of the Company is governed by its LLC Agreement dated September 29, 2022.


8	(Continued)

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NP BGO NTR PORTFOLIO, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025

(b)

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the United States of America (GAAP) as established by the Financial Accounting Standards Board (FASB) in the Accounting Standards Codification (ASC) including modifications issued under Accounting Standards Updates (ASUs).

(c)

Principles of Consolidation

The consolidated financial statements include the accounts of NP BGO NTR Portfolio, LLC and Subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

(d)

Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management bases these estimates, judgements, and assumptions on historical experience and various other factors believed to be reasonable under the circumstances. Significant items subject to such estimates and assumptions include the useful lives of fixed assets, lease liabilities, and other contingencies.

(e)

Cash and Cash Equivalents

The Company considers all cash on hand and monies held in checking accounts to be cash in determining the net increase or decrease in cash in the statement of cash flows. The Company may, at times, have cash balances which exceed the Federal Deposit Insurance Corporation (FDIC) insured amount of $250,000. The uninsured balances at December 31, 2025 and 2024, without regard to in-transit items, were approximately $332,207 and $2,156,300.

(f)

Investment in Real Estate and Depreciation

Costs related to the construction of the building, improvements, and land have been capitalized. Repairs and maintenance charges that do not increase the useful lives of the assets are recorded in repairs and maintenance in the accompanying consolidated statements of operations. The Company depreciates assets based on the straight-line method over the estimated useful lives of the assets.

The useful lives of fixed assets for purposes of computing depreciation are as follows:


Building and improvements	9-45 years

(g)

Financing Costs

The Company presents debt issuance costs as a reduction of the carrying amount of the debt. Amortization of the debt issuance costs is reported as interest expense on the consolidated statements of operations. Costs are amortized over the term of the loan.

(h)

Revenue Recognition

Rental income from the Company's operating leases is recognized on the accrual basis of accounting as earned in accordance with ASC 842, Leases. Tenant recovery income includes payments from the tenant for real estate taxes, insurance, and other property operating expenses and is generally recognized as income in the period the applicable costs were incurred. The Company has elected to aggregate the non-lease and lease components of rental income as the timing and pattern of the non-lease component aligns with the associated lease component, and the stand-alone lease component is classified as an operating lease.


9	(Continued)

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NP BGO NTR PORTFOLIO, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025

Certain of the Company's leases contain noncontingent rent abatements or escalations for which the Company recognizes income on a straight-line basis over the lease term. Recognizing income on a straight-line basis requires the calculation of the total noncontingent rent to be paid over the life of a lease and revenue to be recognized evenly over that life. This method results in rental income in the early years of a lease being higher than actual cash received, creating a straight-line rent receivable. At some point during the lease, depending on its terms, the cash rent payments eventually exceed the straight-line rent, which results in the straight-line rent receivable decreasing to zero over the remainder of the lease term.

The Company assesses the collectability of its straight-line rent and accounts receivable (receivables) and recognizes revenue on a cash basis if collectability is not reasonably assured. The Company bases its assessment of the collectability of receivables on several factors, including, among other things, the financial strength of the tenant and any guarantors, the historical operations and operating trends of the tenant, the historical payment pattern of the tenant, the value of the underlying collateral, if any, expected future performance of the tenant and current economic conditions. If the Company's evaluation of these factors indicates it is not probable that the Company will be able to collect substantially all rents, the Company recognizes a charge to rental income equal to the accounts receivable outstanding and the straight-line rent receivable. If the Company changes its conclusions regarding the probability of collecting rent payments required by a lease, the Company resumes recognizing rental revenue on a straight-line basis and records incremental revenue such that the cumulative amount recognized is equal to the amount that would have been recorded on a straight-line basis since inception of the lease.

(i)

Income Taxes

The Company is treated as a partnership entity for tax purposes. As a result, any income or loss will be reported on the income tax returns of the members. Accordingly, no provision for U.S. Federal and state income taxes has been included in the consolidated financial statements as the liability for such taxes is primarily that of the members rather than the Company. In certain instances, the Company may be subject to state and local income taxes which are not material to the consolidated financial statements.

The Company had no uncertain tax positions which would require the Company to record a tax exposure liability as of and for the years ended December 31, 2025 and 2024. The Company expects no significant increases or decreases in unrecognized tax benefits due to changes in tax position within one year of December 31, 2025. The Company had no interest or penalties relating to income taxes recognized in the accompanying consolidated financial statements as of and for the years ended December 31, 2025 and 2024. The Company files income tax returns in U.S. Federal and state jurisdictions. The Company’s income tax filings are subject to examination by various taxing authorities; open examination periods are generally 2022 and forward. Management believes that the Company has adequately addressed all relevant tax positions and that there are no unrecorded liabilities.

(j)

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. No material litigation has occurred as of December 31, 2025 or 2024.


10	(Continued)

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NP BGO NTR PORTFOLIO, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025

(k)

Significant Risks and Uncertainties Including Business and Credit Concentrations

The Company is subject to risks incidental to ownership of industrial real estate. These include, among others, the risks normally associated with changes in the general economic climate, trends in the real estate industry, availability of industrial real estate, changes in tax laws, interest rate levels and potential liability under environmental and other laws. Similarly, the tenants may be exposed to economic conditions that adversely affect their profits and cash flows. As there are typically one to three leases in a building, the Company is dependent on the successful operation of the tenants.

The Company’s operations are located in Missouri, Ohio, and Wisconsin. Because of the concentration in this geographic region, the Company is particularly vulnerable to adverse conditions affecting Missouri, Ohio, and Wisconsin including general economic conditions, increased competition, a downturn in the industry, real estate conditions, and natural disasters occurring in this region.

(l)

Impairment

The Company periodically evaluates its real estate assets for impairment indicators including leasing commissions and incentives and tenant improvements. The judgments regarding the existence of impairment indicators are based on factors such as, market conditions, an inability to lease-up the Project, and other legal and environmental concerns. In addition, triggering events typically relate to a change in the expected holding period of a property. If a potential impairment is identified, the Company compares the undiscounted cash flows expected to be generated by the asset to the carrying amount. If the sum of the estimated undiscounted cash flows from operations and expected net sales proceeds are less than the carrying amount of the asset, an impairment loss would be recorded for the difference between the estimated fair value and the carrying amount of the asset. Future events could occur which would cause the Company to conclude that impairment indicators exist and that an impairment loss is warranted. No impairment was recorded as of December 31, 2025 or 2024.

(2)

Intangible Assets

At December 31, 2025 and 2024, the intangible assets consisted of the following:


	2025
			Less
	Asset		Accumulated		Net Intangible
	(Liability)		Amortization		Asset (Liability)
Tenant improvement allowances	$	12,382,117	$	(6,101,096)	$	6,281,021
Above-market lease value		2,171,957		(1,228,468)		943,489
Below-market lease value		(30,938,995)		16,256,676		(14,682,319)
In-place leases		30,082,241		(16,353,569)		13,728,672
Deferred leasing costs		19,468,582		(9,917,323)		9,551,259
Other recoverable assets		503,121		(309,935)		193,186
Net carrying amount	$	33,669,023	$	(17,653,715)	$	16,015,308


11	(Continued)

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NP BGO NTR PORTFOLIO, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025


	2024
			Less
	Asset		Accumulated		Net Intangible
	(Liability)		Amortization		Asset (Liability)
Tenant improvement allowances	$	10,741,061	$	(4,221,203)	$	6,519,858
Above-market lease value		2,273,347		(943,884)		1,329,463
Below-market lease value		(31,647,222)		11,942,123		(19,705,099)
In-place leases		31,875,386		(12,873,985)		19,001,401
Deferred leasing costs		19,148,706		(7,064,980)		12,083,726
Other recoverable assets		534,763		(244,166)		290,597
Net carrying amount	$	32,926,041	$	(13,406,095)	$	19,519,946

Amortization expense for the years ending December 31, 2025 and 2024 was as follows:


	2025		2024
Amortization cost incurred	$	5,972,223	$	5,998,158
Less: deferred lease incentives charged to base lease income		(1,928,989)		(1,844,971)
Above (below) market lease value charged to base lease income		4,636,806		4,713,532
Total amortization expense	$	8,680,040	$	8,866,719

Estimated future amortization expense of intangible assets is as follows for the years ending December 31:


2026	$	4,697,431
2027		3,504,651
2028		2,661,129
2029		1,999,008
2030		718,073
Thereafter		2,435,016
Total	$	16,015,308

(3)

Leases

The Company’s rental revenue consists of rent earned from operating leases at the Company’s industrial properties. Leases at the Company’s industrial properties generally include a fixed base rent and certain leases also contain a variable component. The variable component of the Company’s operating leases at primarily consists of the reimbursement of operating expenses such as real estate taxes, insurance, and common area maintenance costs. The Company assessed the classification of the leases and determined the leases were operating leases.


12	(Continued)

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NP BGO NTR PORTFOLIO, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025

Leases at the Company’s industrial properties are generally longer term and contain extension options at the lessee’s election. Some tenants have the option to renew the leases for either two or three periods of three to five years with six to nine months of notification to extend or terminate the lease. Renewal for an extended term shall be upon the same terms and conditions as the existing lease agreements except that the base rent shall be equal to fair market value and that the Company have no obligations to construct or provide improvements or allowances to the tenants. Fair market value is subject to mutual agreement between the Company and tenant and is determined as the annual amount per rentable square foot that a willing, comparable, non-equity tenant with a creditworthiness comparable to Tenant would pay, and a willing landlord of a comparable property in the marketplace would accept at “arms-length” given appropriate consideration of rental rates per rentable square foot, the type of escalation clauses, length of lease term, size and location of premises being leased, the fact that the premises are used primarily for warehouse/distribution center space, and any other generally applicable terms and conditions of tenancy for the Premises.

The following table details the components of operating lease income for the years ended December 31, 2025 and 2024:

	2025		2024
Base income	$	53,608,196	$	51,694,364
Tenant recoveries and reimbursements		14,654,100		15,793,770
Rental revenue	$	68,262,296	$	67,488,134

The following table presents the undiscounted future minimum rents the Company expects to receive pursuant to the non-cancellable portion of the leases as of December 31, 2025:


2026	$	50,623,358
2027		46,076,306
2028		36,469,430
2029		32,308,156
2030		26,526,156
Thereafter		56,937,312
Total	$	248,940,718

(4)

Notes Payable

On September 29, 2022, certain subsidiaries of the Company entered into a note payable with Northwestern Mutual Life Insurance Company for $297,000,000. The properties and projects that were included in this loan agreement were noted as Portfolio A and consist of the following:

Horizons Industrial I, LLC, Horizons Industrial II, LLC, Horizons Industrial III, LLC, Horizons Industrial IV, LLC, Horizons Industrial V, LLC, Horizons Industrial VI, LLC, Horizons Industrial VII, LLC. Horizons Industrial VIII, LLC, Horizons Industrial IX, LLC, Horizons Industrial X, LLC, NP Rinck Farm, LLC, NP Brate Farm, LLC, and NP Brate Industrial 2, LLC.

Monthly payments of interest are required until maturity. The interest rate is a fixed 4.00% per annum. The note and all accrued interest are due in full on October 1, 2026. Certain prepayment fees will apply. The Company has the right to release a property or multiple properties twice during the loan term up to 40% of the net rentable square footage, but only once per calendar year and not in the last twelve months of the loan term. Once the Company has elected to release a property or multiple properties, a debt service coverage covenant of equal to or greater than 1.30 and a loan to value ratio less than or equal to 55% is required. The note is secured by substantially all assets of the subsidiaries. As of December 31, 2025, the Company was in compliance with all debt covenants.


13	(Continued)

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NP BGO NTR PORTFOLIO, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025

On September 29, 2022, certain subsidiaries of the Company entered into a note payable with Northwestern Mutual Life Insurance Company for $263,400,000. The properties and projects that were included in this loan agreement were noted as Portfolio B and consist of the following properties and projects:

Hazelwood 370 Building I, LLC, Hazelwood 370 Building II, LLC, Hazelwood 370 Building III, LLC, Hazelwood 370 Building IV, LLC, Hazelwood 370 Building 5, LLC, Hazelwood 370 Building 6, LLC, Hazelwood 370 Building 7, LLC, Hazelwood 370 Building 9, LLC, Hazelwood 370 Building 10, LLC, NP Kenosha Industrial, LLC, and NP Hazelwood Land Holdings, LLC.

Monthly payments of interest are required until maturity. The interest rate is a fixed 4.00% per annum. The note and all accrued interest are due in full on October 1, 2027. Certain prepayment fees will apply. The Company has the right to release a property or multiple properties twice during the loan term up to 40% of the net rentable square footage, but only once per calendar year and not in the last twelve months of the loan term. Once the Company has elected to release a property or multiple properties, a debt service coverage covenant of equal to or greater than 1.30 and a loan to value ratio less than or equal to 55% is required. The note is secured by substantially all assets of the subsidiaries. As of December 31, 2025, the Company was in compliance with all debt covenants.

The notes payable consisted of the following as of December 31, 2025 and 2024:


	2025		2024
Notes payable	$	560,400,000	$	560,400,000
Less: unamortized debt issuance costs		(450,007)		(917,739)
Less: unamortized other financing costs		(23,885)		(28,206)
Notes payable, net of debt issuance and other financing costs	$	559,926,108	$	559,454,055

Estimated future maturities of the note payable are as follows for the years ending December 31:


2026	$	297,000,000
2027		263,400,000
2028		—
2029		—
2030		—
Thereafter		—
Total	$	560,400,000

Costs incurred in connection with obtaining financing are amortized to interest expense. The following is a reconciliation of cost of incurred interest for the years ended December 31, 2025 and 2024:


	2025		2024
Interest cost incurred	$	22,416,000	$	22,416,000
Amortization of debt issuance costs		467,934		467,821
Amortization of other financing costs		4,119		4,119
Total interest expense	$	22,888,053	$	22,887,940


14	(Continued)

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NP BGO NTR PORTFOLIO, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025

The gross carrying amount, accumulated amortization, and net carrying amount of deferred debt issuance costs at December 31, 2025 and 2024 are as follows:


	2025		2024
Gross carrying amount	$	2,175,447	$	2,175,447
Accumulated amortization		(1,701,555)		(1,229,502)
Net carrying amount	$	473,892	$	945,945

Estimated future amortization expense of deferred debt issuance and other financing costs is as follows:


2026	$	393,497
2027		64,852
2028		1,198
2029		1,198
2030		1,198
Thereafter		11,949
Total	$	473,892

(5)

Related Party Transactions

The related parties are NorthPoint Development, LLC, NP Studio North, LLC, SitePoint, LLC, and NPD Management, LLC. For the years ended December 31, 2025 and 2024, total payments including to the related party entities were $2,212,503 and $2,154,953, respectively.

Of the total incurred, $26,815 and $78,210, respectively, were capitalized as part of the cost basis of building and improvements for the years ended December 31, 2025 and 2024.

The Company pays a monthly management fee to NPD Management, LLC, a related entity. The fee is calculated at the lesser of 3% of monthly gross rent or the maximum amount reimbursable to the property owners by tenants with leases for space within the Property. Management fees paid to related parties were $1,654,551 and $1,523,142, respectively, for the years ended December 31, 2025 and 2024.

In addition, employees of NorthPoint Development and NPD Management, LLC use credit cards to purchase necessary items for the Company related to operations which are reimbursed to NorthPoint Development, LLC and NPD Management, LLC by the Company. For the years ended December 31, 2025 and 2024, $531,137 and $553,601, respectively, were expensed and included in repairs and maintenance, general and administrative, direct tenant expenses, professional fees and other expenses on the consolidated statement of operations.

At December 31, 2025, there was a credit due from related entities of $395 included in accounts payable. Amounts due to the related entities of $865 were included in accounts payable at December 31, 2024, respectively.

(6)

Member’s Equity

(a)

Contributions

The capital commitments of BGO Genesis Holding, LLC and NP NTR Holdings, LLC are $230,000,000, and $150,000,000, respectively. Contributions to date for each member are $230,000,000, and $150,000,000, respectively.


15	(Continued)

Table of Contents

NP BGO NTR PORTFOLIO, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2025

BGO Genesis Holding, LLC (Investor Member) made a preferred capital contribution, which shall be accounted for as a Preferred Equity Investment. The Preferred Equity Investment shall earn a return, commencing on the date of funding, paid quarterly to the Investor Member. The preferred equity investment shall be redeemed in full, no later than the fifth anniversary of the effective date of the LLC Agreement (initial mandatory redemption date), with a twelve-month extension available (mandatory redemption date). The rate of return shall be 6% per annum up to the mandatory redemption date, after which a rate of 8% per annum shall be paid on the balance. On July 6, 2023 the Preferred Equity Investment was converted into a Common Equity Investment pursuant to the Investor Members’ governing documents and unpaid preferred returns accrued at that time were distributed in full.

(b)

Net Profit or Net Loss

The net profit or net loss realized by the Company will be allocated to each member in accordance with their respective capital contributions account percentages, after debiting each member’s Capital Accounts for any cash distributions.

(c)

Distributions

In accordance with the LLC Agreement, distributions shall be made in cash unless otherwise determined. Distributions from operating proceeds shall be made in the following order of priority:

First, to the extent the Preferred Equity Investment remains outstanding, 100% to Investor Member until such time as Investor Member has received cumulative distributions in an amount equal to the Preferred Investment Total Return Amount.

Second, 100% to the Members, pro rata in accordance with their respective Common Percentage Interests.

(7)

Taxable Revenue Bonds

In 2018, NP Hazelwood 370 Building II, LLC purchased Taxable Industrial Revenue Bonds (TRB) issued by the City of Hazelwood, MO for $17,500,000. Also, in 2018, NP Hazelwood 370 Building III, LLC purchased Taxable Industrial Revenue Bonds (TRB) issued by the City of Hazelwood, MO for $34,000,000.

In 2019, NP Hazelwood 370 Building IV, LLC purchased Taxable Industrial Revenue Bonds (TRB) issued by the City of Hazelwood, MO for $30,000,000.

In 2020, NP Hazelwood 370 Building I, LLC purchased Taxable Industrial Revenue Bonds (TRB) issued by the City of Hazelwood, MO for $18,000,000. Also, in 2020, NP Hazelwood 370 Building 5, LLC purchased Taxable Industrial Revenue Bonds (TRB) issued by the City of Hazelwood, MO for $26,000,000.

In 2021, NP Hazelwood 370 Building 6, LLC purchased Taxable Industrial Revenue Bonds (TRB) issued by the City of Hazelwood, MO for $33,000,000. Also, in 2021, NP Hazelwood 370 Building 9, LLC purchased Taxable Industrial Revenue Bonds (TRB) issued by the City of Hazelwood, MO for $28,500,000.

As the borrower of the funds, the Company was required to convey the property title to the City of Hazelwood to secure the financing proceeds from the TRB. Under this program, the Company is the bond holder of record and borrower of the funds.

The buildings entered into a lease with the City of Hazelwood, Missouri on the following dates to facilitate the required periodic principal payments and interest payment under the bond lease agreement:

●

NP Hazelwood 370 Building II, LLC and NP Hazelwood 370 Building III, LLC entered into a lease with the City of Hazelwood, Missouri on June 15, 2018.


16	(Continued)


	Page(s)

Independent Auditors’ Report	1-2

Consolidated Financial Statements:

Consolidated Balance Sheets	3

Consolidated Statements of Operations	4

Consolidated Statements of Changes in Members’ Equity	5

Consolidated Statements of Cash Flows	6-7

Notes to Consolidated Financial Statements	8-17