v3.26.1
Note 8 - Related Party Transactions
12 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]

8.

Related Party Transactions

 

Expense Reimbursements. Under its Amended and Restated Agreement of Limited Partnership, dated December 8, 2016, Pillarstone OP is responsible for all expenses relating to its organization, the ownership of its assets and its operations. It is also responsible for the administrative and operating costs and expenses incurred by the Company as General Partner of Pillarstone OP, including, without limitation, all expenses relating to the General Partner’s (i) continued existence and subsidiary operations, (ii) offerings and registration of securities, (iii) preparation and filing of any periodic or other reports and communications required under federal, state or local laws and regulations, (iv) compliance with laws, rules and regulations promulgated by any regulatory body, and (v) operating or administrative costs incurred in the ordinary course of business on behalf of the Partnership; provided, however, that such costs and expenses shall not include any administrative or operating costs of the General Partner attributable to assets owned by the General Partner directly and not through Pillarstone OP or the Subsidiaries.

 

Indemnification provisions within the Pillarstone OP Amended and Restated Agreement of Limited Partnership also provide for indemnification by Pillarstone of all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, attorneys fees and other legal fees and expenses), judgments, fines, settlements and other amounts, arising from or in connection with any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, relating to Pillarstone OP or the General Partner or the operation of, or the ownership of property in which an indemnitee may be involved, or is threatened to be involved, unless a court of competent jurisdiction establishes that indemnification is not permitted under the circumstances described in the Pillarstone OP Amended and Restated Agreement of Limited Partnership.

 

These reimbursement provisions provide the Company with critical sources of cash and liquidity to maintain our operations. Following Whitestone’s abrupt termination of managerial services to Pillarstone OP, we have incurred significant costs to internalize management, and to select and implement an enterprise-wide system of our own. We have also incurred substantial legal costs in our litigation with Whitestone.

 

The Company has no assets, activities or operations other than those related to Pillarstone OP. Hence, all of our costs and expenses are reimbursable under the applicable provisions of the Amended and Restated Agreement of Limited Partnership.

 

We recorded reimbursements from Pillarstone OP totaling $229 thousand and $576 thousand in the years ended December 31, 2024 and 2023, respectively, for operating and administrative expenses incurred. Whitestone has notified us that they will contest some or all of these reimbursements. Whitestone’s claims were settled pursuant to the settlement agreement described in Note 9.

 

Whitestone Claim for Expenses. After we notified Whitestone of the $1.8 million reimbursement required from Pillarstone OP, Whitestone and Whitestone OP made a claim to Pillarstone and Pillarstone OP to be reimbursed for construction and lease commission expenditures of $1.4 million paid by Whitestone OP on behalf of Pillarstone OP during 2017 and 2018. Pillarstone requested additional information for the $1.4 million expenditures to determine if any of the items claimed should have been prorated between Pillarstone OP and Whitestone OP in our transaction with Whitestone and Whitestone OP on December 8, 2016 for the initial acquisition of the Real Estate Assets. These expenditures were recorded on Pillarstone OP in 2017 and 2018 as an increase in the Whitestone OP limited partner investment account and as assets of Pillarstone OP that have been depreciated and amortized to expense over their useful lives. The amount due Whitestone OP for these expenditures, if any, has not been determined. If Pillarstone OP reimburses any amounts to Whitestone OP, the payment would reduce the Whitestone OP limited partner investment account. Whitestone’s claims were settled pursuant to the settlement agreement described in Part I, Item 3, “Legal Proceedings—Jointly Administered Bankruptcy Cases.”

 

Summary. The following table presents the revenue and expenses with related parties included in our consolidated statement of operations (in thousands):

 

      Year Ended December 31,  
 

Location of Revenue (Expense)

 

2024

   

2023

 

Interest expense on convertible notes to active trustees

Interest expense, net

    (19 )     (20 )

 

Receivables due from and payables due to related parties consisted of the following (in thousands):

 

 

Location of Receivable (Payable)

 

December 31, 2024

   

December 31, 2023

 

Receivable from Pillarstone Capital REIT Operating Partnership LP, related party

Receivable from Pillarstone Capital REIT Operating Partnership LP, related party

  $ 4,050     $ 1,232  

Payable due to related party

Payable due to related party

    (22 )     -  

Convertible notes payable

Convertible notes payable - related parties

    (150 )     (150 )

Accrued interest on convertible notes

Accrued interest payable

    (141 )     (122 )