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Note 1 - Organization and Significant Accounting Policies
12 Months Ended
Dec. 31, 2019
Notes to Financial Statements  
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]
NOTE
1.
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
Organization and Lines of Business
 
Enterprise Diversified, Inc. (formerly White Dove Systems, Inc., Interfoods Consolidated, Inc., and then Sitestar Corporation) was incorporated in Nevada on
December 17, 1992.
On
June 1, 2018,
the Company amended its Articles of Incorporation to change the name of the Company to “Enterprise Diversified, Inc.” Unless the context otherwise requires, and when used in this Report, the “Company,” “ENDI,” “we,” “our,” or “us” refers to Enterprise Diversified, Inc. and its subsidiaries.
 
During the year ended
December 31, 2019,
the Company operated through
five
reportable segments: Asset Management Operations, Real Estate Operations, Internet Operations, Home Services Operations, and Other Operations. Other Operations include corporate operations and nonrecurring or
one
-time strategic funding or similar activity that is
not
considered to be
one
of our primary lines of business. As of
January 1, 2019,
legacy real estate operations, previously reported under Other Operations, are being reported under the Real Estate Operations segment. As of the year ended
December 31, 2019,
and for all prior periods presented, Home Services Operations are reported as discontinued operations. The management of the Company also continually reviews various business opportunities for the Company, including those in other lines of business.
 
Note Regarding Recent Transactions
 
On
May 24, 2019,
as per the Current Report on Form
8
-K filed with the SEC on
May 28, 2019,
the Company completed a divestiture of its Home Services Operations, via its subsidiary, Specialty Contracting Group, LLC (formerly known as HVAC Value Fund, LLC), to an unaffiliated
third
-party purchaser, Rooter Hero Plumbing, Inc. (“Rooter Hero”). In the transaction, the Company sold and conveyed all of the subsidiary’s personal property and customer lists and records, excluding stock inventory and other current assets. As part of the transaction, Rooter Hero assumed the subsidiary’s obligations under lease and/or loan agreements for all outstanding vehicles and equipment, as well as the obligations to service all of the subsidiary’s remaining customer accounts going forward. 
No
cash consideration was exchanged in the transaction. As consideration for the transaction, Rooter Hero will pay monthly royalties for the
sixty
(
60
) months following the closing, calculated on the basis of any revenue received from the customer accounts transferred. Under such royalty arrangements, the Company will receive
7.5%
of any monthly revenue generated from qualified sales during the
first
year, and
5%
of any monthly revenue during years
two
through five. Royalties received will be reduced by pre-approved warranty-related costs for select customers. The operations of Specialty Contracting Group, LLC have been considered a component of, and the sale reflects a major strategic shift in, the Company’s business. As such, Specialty Contracting Group, LLC historical operations are now classified as “discontinued operations” in the Company’s financial statements. See Note
3
 for more information.
 
Additionally, on
June 27, 2019,
as per the Current Report on Form
8
-K filed with the SEC on
July 3, 2019,
the Company sold
65%
of its membership interest in Mt Melrose, LLC to an unaffiliated
third
-party purchaser, Woodmont Lexington, LLC (“Woodmont”). As consideration for the transaction, Woodmont paid the Company
$100,000
and agreed to assume full responsibility for the management and operation of Mt Melrose and its real estate portfolio. While the operations of Mt Melrose, LLC are considered a component of the Company’s business, the sale did
not
represent a major strategic shift in the Company’s business. While we deconsolidated the operations of Mt Melrose, LLC on
June 27, 2019,
as a result of
no
longer having a controlling financial interest, Mt Melrose, LLC’s historical operations continue to be reflected as “continuing operations” in the Company’s financial statements. See Note
4
 for more information.
 
Note Regarding Historic Consolidation of Old Mt. Melrose
 
Previously, as of the quarterly periods ended
March 31, 2018,
June 30, 2018,
and
September 30, 2018,
the Company had determined that Old Mt. Melrose (as defined below) was a “variable interest entity” because the seller’s equity interests in Old Mt. Melrose were 
not
effective in determining whether the seller or New Mt Melrose (as defined below) had a controlling financial interest, and that New Mt Melrose’s rights under the Cash Flow Agreement were deemed to be variable interests in Old Mt. Melrose. As its primary beneficiary, New Mt Melrose previously consolidated Old Mt. Melrose’s financial results beginning on
January 10, 2018.
The fair values of the assets and liabilities of Old Mt. Melrose had been consolidated accordingly on the unaudited consolidated balance sheets for the quarterly periods ended
March 31, 2018,
June 30, 2018,
and
September 30, 2018.
 
However, as of
November 1, 2018, 
pursuant to a certain Termination of Master Real Estate Asset Purchase Agreement and Cash Flow Agreement, New Mt Melrose
no
longer had a controlling financial interest in Old Mt. Melrose and was 
no
longer considered Old Mt. Melrose’s primary beneficiary. Consequently, as of
November 1, 2018,
the Company
no
longer consolidates the assets, liabilities, or operating results of Old Mt. Melrose, and the balance of noncontrolling interest as of
December 31, 2019
and
2018,
 is zero. See Note
5
 for additional information.
 
Restatement of Prior Interim Period Information
 
For the quarters ended
September 30
and
June 30, 2019,
the Company previously reported the net loss recognized on the sale of our controlling interest in our Mt Melrose subsidiary as an other expense under Other Operations. As of
December 31, 2019, 
the Company has found it appropriate to report this loss under the Real Estate segment. For all reported segment activity, this reclassification has been made as of
June 30, 2019.
The loss on the sale continues to show separately on the consolidated statements of operations for the year ended
December 31, 2019.
Additionally, an entry has been made to combine the deconsolidation activity previously reported on the consolidated statements of stockholders’ equity, in the amount of
$
638,749
,
with the net loss on the sale reported on the statements of operations for the period ended
June 30, 2019.
Total ending stockholder’s equity for the period ended
June 30, 2019,
remains unchanged.
 
Asset Management Operations
 
The Company operates its asset management operations business through Willow Oak.
 
In
2016,
the Company made a strategic determination to fund a seed investment totaling
$10
million through Willow Oak to assist in the launch of Alluvial Fund, LP, a private investment partnership that was launched on
January 1, 2017
by unaffiliated sponsor and general partner, Alluvial Capital Management, LLC. The Company had determined that Willow Oak’s support of Alluvial Capital Management, LLC and its direct investment in Alluvial Fund were both beneficial and necessary undertakings in conjunction with establishing an asset management operations business and gaining credibility within that industry. Under a side letter agreement with Alluvial Fund’s general partner, Willow Oak agreed
not
to fully withdraw its capital account prior to a date
five
years after the effective date of the side letter agreement. However, on
December 31, 2017,
pursuant to an amendment to the side letter agreement dated
December 15, 2017,
the Company caused
$3.0
million to be withdrawn from Alluvial Fund in order to partially fund the Company’s acquisitions of real estate in the
2018
Mt Melrose transactions. As of 
December 31, 2019,
Willow Oak continues to hold its remaining direct investment in Alluvial Fund. Investment gains and losses are reported as revenue on the accompanying consolidated statements of operations.
 
In furtherance of establishing the asset management operations business, Willow Oak signed a fee share agreement on
June 13, 2017,
with Coolidge Capital Management, LLC (“Coolidge”), whose sole member is Keith D. Smith, who is also an ENDI director. Willow Oak is the sole member of Bonhoeffer Capital Management, LLC, the general partner to Bonhoeffer Fund, LP, a private investment partnership. Under their agreement, Willow Oak paid all start-up expense and pays agreed-upon operating expenses that are
not
partnership expenses, and Willow Oak receives
50%
of all performance and management fees earned by the general partner.
 
On
August 1, 2018,
Willow Oak, through a wholly-owned Company subsidiary, Willow Oak Capital Management, LLC (“Willow Oak Capital Management”), launched a newly organized private investment partnership, Willow Oak Select Fund, LP (“Select Fund”). Willow Oak Capital Management served as the general partner of Select Fund. Select Fund ultimately dissolved in
June 2019
so that other joint ventures and partnerships could be pursued.
 
On
November 1, 2018,
Willow Oak also entered into a fund management services agreement with Arquitos Investment Manager, LP, which is managed by our chairman and principal executive officer, Steven L. Kiel, to provide Arquitos with Willow Oak’s Fund Management Services (“FMS”) consisting of the following services: investor relations, marketing, administration, legal, accounting and bookkeeping, annual audit coordination, and liaison to
third
-party service providers. As consideration for the services, Arquitos pays Willow Oak a fixed fee and a performance-based fee.
 
On
October 1, 2019,
Willow Oak partnered with Geoff Gannon and Andrew Kuhn to form Focused Compounding Capital Management, LLC (“Focused Compounding”). This new joint venture, of which Willow Oak Capital Management, LLC is a
10%
owner, manages capital through separately managed accounts and a private partnership launched
January 1, 2020.
As a member of the general partner, Willow Oak provides ongoing FMS and operational support in addition to covering all
one
-time expenses associated with the launch of Focused Compounding Fund, LP. As consideration for the arrangement, Willow Oak is entitled to
10%
of gross management and performance fees earned by Focused Compounding. In addition to hosting a popular investing podcast, the individual principals of Focused Compounding share investment news and advice through a subscription-based service. 
 
Real Estate Operations
 
ENDI created a wholly-owned subsidiary named Mt Melrose, LLC, a Delaware limited liability company (“New Mt Melrose”), on
December 14, 2017,
to acquire a portfolio of residential and other income-producing real estate in Lexington, Kentucky, pursuant to a certain Master Real Estate Asset Purchase Agreement entered into on
December 10, 2017,
with a like-named seller, Mt. Melrose, LLC (“Old Mt. Melrose”), a Kentucky limited liability company owned by Jeff Moore, then an ENDI director. On
January 10, 2018,
New Mt Melrose, consistent with the terms of the purchase agreement, completed a
first
acquisition from Old Mt. Melrose of
44
residential and other income-producing real properties located in Lexington, Kentucky. On
June 29, 2018,
New Mt Melrose, consistent with the terms of the purchase agreement, completed a
second
acquisition from Old Mt. Melrose of an additional
69
residential and other income-producing real properties located in Lexington, Kentucky. The Company accounted for the
first
and
second
purchases of properties as an asset acquisition (consisting of a concentrated group of similar identifiable assets, including land, buildings, improvements, and in-place leases). As has been reported, on
June 27, 2019,
the Company sold
65%
of its membership interest in New Mt Melrose, LLC to Woodmont. The Company deconsolidated the operations of New Mt Melrose, LLC on
June 27, 2019,
as a result of
no
longer having a controlling financial interest. See Notes
4
and
5
for more information.
 
ENDI created a wholly-owned real estate subsidiary on
July 10, 2017,
named EDI Real Estate, LLC, to hold ENDI’s legacy portfolio of real estate. As of 
December 31, 2019,
through EDI Real Estate, LLC, ENDI owns a legacy real estate investment portfolio that includes
eight
residential properties and vacant land. Our real estate portfolio under EDI Real Estate, LLC is primarily focused in the Roanoke area of Virginia. The portfolio includes single-family homes, both rented and vacant, that are managed by a
third
-party property management company.
 
Internet Operations
 
The Company operates its internet segment through Sitestar.net, a wholly-owned subsidiary that offers consumer and business-grade internet access, wholesale managed modem services, web hosting,
third
-party software as a reseller, and various ancillary services. Sitestar.net provides services to customers in the United States and Canada.
 
Discontinued Operations - Home Services Operations
 
Prior to
May 24, 2019,
the Company operated its home services segment through its wholly-owned subsidiary, Specialty Contracting Group, LLC (formerly known as HVAC Value Fund, LLC). The Company, along with JNJ Investments, LLC, an unaffiliated
third
party, organized and launched Specialty Contracting Group, LLC on
June 13, 2016.
On
May 18, 2018,
the Company terminated its operating agreement with JNJ Investments, LLC, dated
June 13, 2016.
Specialty Contracting Group was focused on the management of HVAC and plumbing companies in Arizona. 
 
As has been reported, on
May 24, 2019,
the Company completed its divestiture of the home services operations to Rooter Hero. See Note
3
 for more information.
 
Other Operations
 
Other operations include nonrecurring or
one
-time strategic funding or similar activity and other corporate operations that are 
not
considered to be
one
of the Company’s primary lines of business. Below are the main activities that comprise other operations. Additional investment activity that is
not
specifically mentioned below is included in the accompanying consolidated financial statements.
 
Huckleberry Real Estate Fund
 
On
January 30, 2017,
the Company, through Willow Oak, committed to make a capital contribution to Huckleberry Real Estate Fund II, LLC, a private investment fund, in the aggregate amount of
$750,000.
On
May 14, 2018,
Willow Oak transferred the Huckleberry investment to EDI Real Estate, LLC, another wholly-owned subsidiary of the Company. Under the fund’s operating agreement, the fund’s managing member has sole discretion regarding the amounts and timing of any distributions to the members of the fund.
 
The carrying value of the Huckleberry Real Estate Fund investment is included in long-term investments under other operations in the accompanying consolidated balance sheets. As of
December 31, 2019,
and
December 31, 2018,
the carrying value for this investment is
$0
and
$468,750,
respectively. The decrease in carrying value period over period was due to return of capital that was received prior to
June 30, 2019.
During the quarter ended
March 31, 2019,
a gain of
$212,631
was recognized as revenue through the Other Operations segment on the accompanying consolidated statements of operations.
 
Triad DIP Investors
 
On
August 24, 2017,
the Company entered into an agreement with several independent
third
parties to provide debtor-in-possession financing to an unaffiliated
third
party, Triad Guaranty, Inc., through Triad DIP Investors, LLC. The Company initially contributed
$100,000.
Triad Guaranty, Inc. exited bankruptcy on
April 27, 2018,
and the Company subsequently entered into an amended and restated promissory note. As part of the amended and restated promissory note, the Company provided an additional contribution in the amount of
$55,000
on
May 18, 2018.
The terms of the promissory note provide for interest in the amount of
10%
annually, a repayment date
no
later than 
April 29, 2020,
and the issuance of warrants in Triad Guaranty, Inc. equal to
2.5%
of the company. Accordingly, on
April 28, 2018,
the Company was issued warrants to purchase
450,000
shares for
$0.01
per share. On
November 12, 2019,
the Company exercised its warrants and purchased
450,000
shares of Triad Guaranty, Inc. Subsequently, on
December 30, 2019
the Company sold all
450,000
shares at a price of
$0.18/share.
A realized gain of
$76,500
is included as other income through other segments on the accompanying consolidated statements of operations for the year ended
December 31, 2019.
 
Corporate Operations
 
Corporate operations include any revenue or expenses derived from corporate office operations, as well as expenses related to public company reporting, the oversight of subsidiaries, and other items that affect the overall Company.
 
Principles of Consolidation
 
The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and those entities in which it otherwise has a controlling financial interest, including: Willow Oak Asset Management, LLC, Willow Oak Capital Management, LLC, Mt Melrose, LLC (“New Mt Melrose”) prior to the loss of control resulting from the sale of
65%
of the equity in New Mt. Melrose on 
June 27, 2019 (
see Note
4
), Specialty Contracting Group, LLC prior to the divestiture transaction on
May 24, 2019 (
see Note
3
), Sitestar.net, Inc., and EDI Real Estate, LLC. Additionally, during the period from
January 10, 2018,
through
September 30, 2018,
the accompanying consolidated financial statements include the accounts of Old Mt. Melrose, which was, at that time, determined to be a variable interest entity in which the Company was the primary beneficiary.
 
All intercompany accounts and transactions have been eliminated in consolidation.