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Note 8 - Commitments and Contingencies
6 Months Ended
Jun. 30, 2022
Notes to Financial Statements  
Commitments and Contingencies Disclosure [Text Block]

NOTE 8. COMMITMENTS AND CONTINGENCIES

 

Leases

 

As of June 30, 2022, and December 31, 2021, the Company has no long-term leases that require right-of-use assets or lease liabilities to be recognized.

 

The previous lease for office space for Willow Oak Asset Management, LLC expired on September 30, 2020, and has been renewed on a month-to-month basis beginning on October 1, 2020. In accordance with ongoing accounting policy elections, the Company does not recognize right-of-use assets or lease liabilities for short-term or month-to-month leases. Total rental expenses attributed to this short-term lease for the three- and six-month periods ended June 30, 2022 and 2021, were $5,250 and $10,500, respectively.

 

There are no other operating lease costs for the three- and six-month periods ended June 30, 2022 and 2021.

 

As the Company has no remaining leases classified as operating leases or financing leases as of the periods ended June 30, 2022 and December 31, 2021, there are no future liabilities or maturities of lease obligations recognized on the accompanying consolidated balance sheets.

 

Other Commitments

 

Agreement and Plan of Merger with CrossingBridge Advisors, LLC, et al

 

As has been previously reported, on December 29, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Enterprise Diversified, CrossingBridge, Cohanzick Management, LLC, a Delaware limited liability company (“Cohanzick”) and certain other parties, pursuant to which Enterprise Diversified agreed to become, subject to stockholder approval and the parties’ satisfaction of various closing conditions, a wholly-owned subsidiary of the Company through a series of mergers (the “Mergers” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). Enterprise Diversified shareholders approved the Mergers on August 9, 2022 and the Business Combination was consummated on August 11, 2022.  Upon the closing of the Business Combination, each share of the common stock of Enterprise Diversified was converted into the right to receive one share of the Class A Common Stock of the Company. In order to effect the Merger and the Business Combination, the Company formed two merger subsidiaries that merged with and into Enterprise Diversified and CrossingBridge, respectively, in each case with Enterprise Diversified and CrossingBridge as the surviving entities and wholly-owned by the Company.

 

Litigation & Legal Proceedings

 

Enterprise Diversified, Inc. (f/k/a Sitestar Corporation) v. Frank Erhartic, Jr.

 

As has been previously reported, on April 12, 2016, Enterprise Diversified filed a civil action complaint against Frank Erhartic, Jr. (the “Former CEO”), Enterprise Diversified’s former CEO and director (prior to December 14, 2015) and an owner of record of Enterprise Diversified’s Common Stock, alleging, among other things, that the Former CEO engaged in, and caused Enterprise Diversified to engage in to its detriment, a series of unauthorized and wrongful related party transactions, including causing Enterprise Diversified to borrow certain amounts from the Former CEO’s mother unnecessarily and at a commercially unreasonable rate of interest, converting certain funds of Enterprise Diversified for personal rent payments to the Former CEO, commingling in land trusts certain real properties owned by Enterprise Diversified and real properties owned by the Former CEO, causing Enterprise Diversified to pay certain amounts to the Former CEO for lease payments under an unauthorized lease as to a storage facility owned by the Former CEO, causing Enterprise Diversified to pay rent on its corporate headquarters owned by the Former CEO’s ex-wife in amounts commercially unreasonable and excessive, and to make real estate tax payments thereon for the personal benefit of the Former CEO, converting to the Former CEO and/or absconding with five motor vehicles owned by Enterprise Diversified, causing Enterprise Diversified to pay real property and personal property taxes on numerous properties owned personally by the Former CEO, causing Enterprise Diversified to pay personal credit card debt of the Former CEO, causing Enterprise Diversified to significantly overpay the Former CEO’s health and dental insurance for the benefit of the Former CEO, and causing Enterprise Diversified to pay the Former CEO’s personal automobile insurance. Enterprise Diversified is seeking, among other relief available, monetary damages in excess of $350,000. This litigation matter is currently pending in the Circuit Court for the City of Lynchburg (Lynchburg, Virginia), and is set and scheduled for trial on November 17, 2022. Beginning in the prior quarterly period ended March 31, 2022, and during the quarterly period ended June 30, 2022, the parties had engaged in settlement discussions respecting the case; however, subsequent to the quarterly period ended June 30, 2022, the parties have ceased engaging in such settlement discussions at this time. Accordingly, Enterprise Diversified intends to move forward with a trial of the case to conclusion.

 

Other: Mt Melrose-related Proceedings

 

As has been previously reported, various disputes had arisen between the Enterprise Diversified and Woodmont Lexington, LLC (“Woodmont”), the entity to whom Enterprise Diversified previously sold, on June 27, 2019, 65% of Enterprise Diversified’s membership interest in Mt Melrose, LLC (“Mt Melrose”). 

 

As has been previously reported, these disputes had resulted in certain litigation between the parties commenced by Enterprise Diversified on November 20, 2019, in the Delaware Court of Chancery, Enterprise Diversified, Inc. v. Woodmont Lexington, LLC, et al., C.A. No. 2019-0928-JTL (Del. Ch.), as well as certain litigation between the parties previously pending in the Circuit Court in Fayette County, Kentucky, Mt Melrose II, LLC, et al. v. Enterprise Diversified, Inc., C.A. No. 19-CI-4304 (Ky. Fayette Cir. Ct.).  As also has been previously reported, commencing in March 2021, Enterprise Diversified and Woodmont agreed to engage in voluntary mediation concerning their various disputes through the Delaware Court of Chancery.

 

As outcome to the parties’ mediation, on May 17, 2021, Enterprise Diversified, on the one hand, and Woodmont and Mt Melrose, on the other hand, entered into a confidential settlement agreement and mutual general release, pursuant to which the parties have amicably settled all of their disputes and the previously reported related litigation between them. Pursuant to such settlement, all rights and obligations of Enterprise Diversified to Woodmont and/or Mt Melrose, and of Woodmont and/or Mt Melrose to Enterprise Diversified, set forth in the membership interest purchase agreement between Enterprise Diversified and Woodmont and the Amended and Restated Limited Liability Company Agreement of Mt Melrose, LLC by and among Enterprise Diversified and Woodmont dated June 27, 2019, and all amendments of those agreements, have been terminated and are of no further force or effect, effective as of May 17, 2021. As consideration for such termination and Enterprise Diversified’s sale to Woodmont of all of Enterprise Diversified’s membership interests in Mt Melrose, Enterprise Diversified received $850,000 in cash proceeds during the quarterly period ended June 30, 2021.