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Related Party Transactions
 9 Months Ended
Sep. 30, 2025
Related Party Transactions [Abstract]  
Related Party Transactions

Note 6 Related Party Transactions

 

TotalStone is party to an agreement with a related party, Brookstone Partners IAC, Inc. (“Brookstone”), the Company’s majority shareholder. Pursuant to this agreement, Brookstone provides annual consulting services totaling $400.0 thousand. The agreement also provides for an additional management fee equal to 5% of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) in excess of $4.0 million,  plus a special services fee in cash equal to two percent (2%) of total consideration of any acquisition of a majority of the equity interests of any entity. Amounts accrued for such consulting services totaled $351.0 thousand as of September 30, 2025 and December 31, 2024. The management fees expensed for the nine months ended September 30, 2025 and 2024 were $300.0 thousand and included in selling, general and administrative expenses. The special services fees expensed for nine months ended September 30, 2025 were $94.0 thousand and are included in selling, general and administrative expenses. There were no special services fees for nine months ended September 30, 2024.

 

Stream Finance, LLC, which serves as a creditor on TotalStone’s mezzanine term loan of $2.5 million, accrued interest of $448.0 thousand and an accrued amendment fee of $153.0 thousand as of September 30, 2025, is managed by Brookstone.

 

On March 10, 2025, TotalStone paid Brookstone $200,000 for financial advisory and related services with respect to Capstone’s capital raising transaction (the “Capstone Capital Raising Transaction”). Additionally, in connection with the Carolina Stone acquisition, Brookstone earned a 2% management fee of $94,000 that is accrued on the September 30, 2025 consolidated balance sheet and included in transaction expenses in the consolidated statement of operations for the periods ended September 30, 2025.