0001437749-20-006543.txt : 20200330 0001437749-20-006543.hdr.sgml : 20200330 20200330163022 ACCESSION NUMBER: 0001437749-20-006543 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20200327 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200330 DATE AS OF CHANGE: 20200330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERPRISE DIVERSIFIED, INC. CENTRAL INDEX KEY: 0001096934 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 880397234 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27763 FILM NUMBER: 20757501 BUSINESS ADDRESS: STREET 1: 1518 WILLOW LAWN DRIVE CITY: RICHMOND STATE: VA ZIP: 23230 BUSINESS PHONE: 4342372657 MAIL ADDRESS: STREET 1: 1518 WILLOW LAWN DRIVE CITY: RICHMOND STATE: VA ZIP: 23230 FORMER COMPANY: FORMER CONFORMED NAME: SITESTAR CORP DATE OF NAME CHANGE: 19991014 8-K 1 syte20200324_8k.htm FORM 8-K syte20200324_8k.htm

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

--------------

 

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): March 30, 2020

 

---------------

 

 

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 Monday, March 30, 2020, Enterprise Diversified, Inc. issued a press release commenting upon its financial results for the year ended December 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 March 30, 2020

 

 

 

 

 

 

 

Exhibit Index

 

 

Exhibit No.

Exhibit Description

 

 

99.1

Enterprise Diversified, Inc. Press Release dated March 30, 2020

 

 

 

 

 

 

 

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:  March 30, 2020

 

 

 

ENTERPRISE DIVERSIFIED, INC.

 

 

 

 

 

 

 

By:

 

/s/ Steven L. Kiel

 

 

 

 

Steven L. Kiel

 

 

 

 

Executive Chairman

 

 

 

EX-99.1 2 ex_179512.htm EXHIBIT 99.1 ex_179512.htm

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

Contact: Jessica Greer

(434) 336-7737

investorrelations@endi-inc.com 

 

 

Enterprise Diversified, Inc. Announces 2019 Financial Results

 

Richmond, VA—March 30, 2020—Enterprise Diversified, Inc. (OTCQB: SYTE) (“ENDI” or the “Company”) announced its financial results for the year ending December 31, 2019, in connection with filing its annual report on Form 10-K with the Securities and Exchange Commission.

 

A summary of our annual results for the Company’s reportable segments can be found below. Our full report on the Form 10-K filing can be found at enterprisediversified.com.

 

 

Year Ended December 31, 2019

 

Asset Management

   

Real Estate

   

Internet

   

Other

   

Discontinued Operations - Home Services

   

Consolidated

 
                                                 

Revenues

  $ 1,773,276     $ 537,763     $ 1,066,229     $ 212,631     $     $ 3,589,899  

Cost of revenue

          485,459       330,654                   816,113  

Operating expenses

    410,226       338,025       223,118       1,101,098             2,072,467  

Other income (expense)

    36,565       (4,712,766

)

    10,169       96,551             (4,569,481

)

Income (loss) from continuing operations

    1,399,615       (4,998,487

)

    522,626       (791,916

)

          (3,868,162

)

Income (loss) from discontinued operations

                            (1,510,475

)

    (1,510,475

)

Identifiable assets

  $ 10,186,353     $ 556,994     $ 414,935     $ 740,934     $ 428     $ 11,899,644  

 

 

Asset Management Operations

 

Willow Oak Asset Management is the Company’s primary focus. In 2019, Willow Oak successfully expanded its affiliations by entering into a new joint venture with Focused Compounding Capital Management, LLC. Willow Oak provides Fund Management Services (FMS) to the firm. Willow Oak holds a 10% ownership stake in Focused Compounding Capital Management and receives a 10% revenue share. Additionally, Willow Oak successfully supported and funded the launch of the firm’s new private partnership, Focused Compounding Fund, LP, which began investing on January 1, 2020. This fund joins Alluvial Fund, Bonhoeffer Fund, and Arquitos Capital as the newest private investment offering on the Willow Oak platform.

 

Willow Oak’s direct investment in Alluvial Fund is the primary driver of gains and losses in a given year. Additional revenue attributable to the subsidiary is generated by fee share arrangements with affiliated funds on the Willow Oak platform and fees earned from Willow Oak’s FMS. A summary of revenue earned through asset management operations for the years ended December 31, 2019, and December 31, 2018, is included below:

 

 

Asset Management Operations Revenue

 

Year Ended
December 31, 2019

   

Year Ended
December 31, 2018

 

Realized and unrealized gains (losses) on investment activity

  $ 1,607,644     $ (834,014

)

Management and performance fee revenue

    65,171       41,151  

Fund management services revenue

    100,461       17,614  

Total revenue

  $ 1,773,276     $ (775,249

)

 

 

Real Estate Operations

 

The Company operates its real estate operations through EDI Real Estate, LLC, a wholly owned subsidiary, and, indirectly, through Mt Melrose, LLC, a formerly consolidated subsidiary. On June 27, 2019, the Company sold 65% of its membership interest in Mt Melrose 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. Upon completing the majority equity sale to Woodmont, the Company was able to deconsolidate approximately $6,427,000 of debt associated with the Mt Melrose portfolio. A significant portion of this debt was short-term, high-interest financing. In total, during the year ended December 31, 2019, total company notes payable decreased from $7,521,819 to $511,025.

 

On December 24, 2019, the Company completed the sale of a commercial warehouse space located in Lexington, Kentucky. The property was sold at its carrying value of $850,000.

 

Internet Operations

 

Sitestar.net provides consumer and business-grade internet access, services, and support to customers in the United States and Canada. The focus of our internet segment is to generate cash flow, continue to ensure our costs are variable, and reinvest in our operations when an acceptable return is available.

 

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. Corporate expenses reflected under other operations include 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.

 

 

 

 

 

Discontinued Operations

 

On May 24, 2019, the Company completed its divestiture of the home services operations to a third party. 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, the buyer assumed the subsidiary’s outstanding obligations, including both liabilities and service contracts. ENDI receives monthly royalties for the 60 months following the closing, calculated on the basis of any revenue received from the customer accounts transferred. The royalties earned as of December 31, 2019 total $21,629.

 

Enterprise Diversified’s executive chairman, Steven Kiel, made the following statement:

 

“2019 was a year of transition for Enterprise Diversified. We have directed our attention to growing our Willow Oak Asset Management subsidiary. We have shed non-core assets. And we have eliminated nearly all of the debt on our balance sheet.

 

“Our board, management, and advisors deserve credit for supporting and carrying out this strategic shift to support the growth of our asset management operations. We are excited about our latest partnership with Focused Compounding and look forward to continuing to grow our affiliate network.

 

“The world is currently experiencing unprecedented issues due to COVID-19. Our daily operations remain unchanged. We have, however, had to cancel our annual investor event in Omaha scheduled for May 2nd but look forward to offering insights on our Willow Oak YouTube channel. Please subscribe at www.youtube.com/WillowOakAssetManagement for updates. The strength of both our company and the managers of our affiliated funds is our long-term focus, and we believe this will allow our partners to benefit from the current volatility.

 

“Each quarter over the past year, I have been writing an investor letter providing details on Willow Oak Asset Management. I encourage you to read these letters to gain more information on Willow Oak and how we think about the subsidiary. You may subscribe to the mailing list to receive these letters and other Willow Oak news by providing your email address at the following link: https://willowoakfunds.com/news-and-views.”   

 

 

About Enterprise Diversified, Inc.

 

Enterprise Diversified, Inc. is primarily focused on partnering with alternative asset managers, in addition to holding interests in companies associated with internet access, real estate, 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.

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