8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 10, 2019

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ENTERPRISE DIVERSIFIED, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	000-27763	88-0397234
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
1518 Willow Lawn Drive
Richmond, VA		23230
(Address of principal executive offices)		(Zip Code)

(434) 336-7737

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	Not applicable	Not applicable

 Item 2.02 - Results of Operations and Financial Condition.

On Friday, May 10, 2019, Enterprise Diversified, Inc. issued a press release commenting upon its financial results for the quarter ended March 31, 2019 (the “Press Release”).  A copy of the Press Release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

The information contained in this Item 2.02 of this Form 8-k and the Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Act of 1934 (as amended), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1993 (as amended), except as shall be expressly set forth by specific reference to this Item 2.02 in such filing.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Exhibit Description
99.1	Enterprise Diversified, Inc. Press Release dated May 10, 2019

Exhibit Index

Exhibit No.	Exhibit Description
99.1	Enterprise Diversified, Inc. Press Release dated May 10, 2019

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  May 10, 2019		ENTERPRISE DIVERSIFIED, INC.
	By:	/s/ Steven L. Kiel
		Steven L. Kiel
		Executive Chairman

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Jessica Greer

(434) 336-7737

investorrelations@endi-inc.com 

Enterprise Diversified, Inc. Announces First Quarter 2019 Financial Results

Richmond, VA—May 10, 2019—Enterprise Diversified, Inc. (OTCQB: SYTE) (“ENDI” or the “Company”) announced its financial results for the first quarter ending March 31, 2019, in connection with filing its quarterly report on Form 10-Q with the Securities and Exchange Commission.

A summary of our quarterly results can be found below. Our full quarterly report on the Form 10-Q filing can be found at enterprisediversified.com.

	Asset Management		Real Estate		Internet		Home Services		Other		Consolidated
Three months ended March 31, 2019
Revenues	$	696,980	$	182,506	$	274,902	$	357,077	$	212,631		$	1,724,096
Cost of revenue		—		163,143		87,613		221,488		—			472,244
Operating expenses		123,464		104,408		63,269		274,434		194,920			760,495
Other income (expense)		7,039		(128,126)		392		(790)		3,897			(117,588)
Comprehensive income (loss)		580,555		(213,171)		124,412		(139,635)		21,608			373,769

Book value per share was $6.40 at the end of the first quarter. Highlights from the Company’s first quarter activities are below.

Willow Oak Asset Management

ENDI’s wholly owned asset management subsidiary, Willow Oak Asset Management, produced $696,980 in revenue for the quarter ending March 31, 2019. The primary driver of the quarter’s gain is the result of a direct investment in Alluvial Fund. Additional revenue attributable to the subsidiary was generated by fee share arrangements with three managed funds on the Willow Oak platform and fees from Willow Oak’s Fund Management Services.

Additionally, in this time period, the Company recognized realized gains of $212,631 as a result of an investment in Huckleberry Real Estate Fund II, LLC. These gains are included in the Other segment of revenue on the consolidated statement of operations.

Real Estate

As of January 1, 2019, operations previously reported under Mt Melrose and Legacy Real Estate are now collectively referred to as “Real Estate” in order to appropriately reflect the similarities in the Company’s real estate operations. Revenue from this segment is earned through rental agreements on real estate held for investment, as well as through the sale of real estate held for resale.

As of the period ended March 31, 2019, the 122 units held for investment had a total value of $9,603,101, net of depreciation. Accumulated depreciation totaled $324,021. An additional 51 units and lots are currently held for resale with a total carrying value of $2,087,974. Debt collateralized by real estate held totals $7,673,646.

2019 Annual Shareholder Meeting

The Company will hold its 2019 shareholder meeting on June 24, 2019, at 1:00 p.m. EST at Alston & Bird LLP’s offices, located at 90 Park Avenue in New York City. Please note that the meeting date has been updated.

About Enterprise Diversified, Inc.

Enterprise Diversified, Inc. is primarily an alternative asset manager with interests in several diverse business activities in the following industries: asset management, real estate, internet access, and home services. Copies of Enterprise Diversified’s press releases and additional information about the company are available at https://www.enterprisediversified.com.

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. These statements are not guaranties of future performance, and actual results may differ materially from those forecasted.

The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “plan,” “potential,” “may,” “should,” “expect,” “pending,” and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs, or projections.