false 0001494582 0001494582 2023-11-13 2023-11-13
 
UNITED STATES
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): November 13, 2023 (November 13, 2023)
 
BOSTON OMAHA CORPORATION
(Exact name of registrant as specified in its Charter)
 
Delaware
001-38113
27-0788438
(State or other jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)
 
 
1601 Dodge Street, Suite 3300
Omaha, Nebraska 68102
(Address and telephone number of principal executive offices, including zip code)
 
 (857) 256-0079
(Registrant's telephone number, including area code)
 
Not Applicable
(Former name or address, if changed since last report)
 
Securities registered under Section 12(b) of the Exchange Act:
 
Title of Class
Trading Symbol
Name of Exchange on Which Registered
Class A common stock,
$0.001 par value per share
BOC
The New York Stock Exchange
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Registrant under any of the following provisions (see General Instruction A.2. below):
 
☐           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 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
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. ☐
 
1
 
 
ITEM 7.01
REGULATION FD DISCLOSURE
 
On  November 13, 2023, Boston Omaha Corporation (the “Company”) issued a press release entitled  "Boston Omaha Announces Third Quarter 2023 Financial Results."  The full text of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. The press release was also simultaneously filed on the Company’s website.   The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
 
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
 
(d)
Exhibits. The Exhibit Index set forth below is incorporated herein by reference.
 
EXHIBIT INDEX
 
Exhibit
Number
   Exhibit Title
     
99.1   Press release dated November 13, 2023, titled “Boston Omaha Corporation Announces Third Quarter 2023 Financial Results.”
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
               
                       
SIGNATURES
 
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.
 
BOSTON OMAHA CORPORATION
(Registrant)
By:
/s/ Joshua P. Weisenburger
Joshua P. Weisenburger,
Chief Financial Officer
                                                                     
Date: November 13, 2023
 
2

Exhibit 99.1

 

BOSTON OMAHA CORPORATION ANNOUNCES THIRD QUARTER 2023 FINANCIAL RESULTS

 

Omaha, Nebraska (Business Wire) November 13, 2023

 

Boston Omaha Corporation (NYSE: BOC) (the “Company”, “we”, or “our”) announced its financial results for the third quarter ended September 30, 2023, in connection with filing its Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

 

We show below summary financial data for the third quarter of 2023 and 2022. Our Quarterly Report on Form 10-Q can be found at www.bostonomaha.com.

 

   

For the Three Months Ended

    

For the Nine Months Ended

  
   

September 30,

    

September 30,

  
   

2023

    

2022

    

2023

    

2022

  

Billboard Rentals, Net

   $ 10,891,979     $ 9,942,846     $ 32,029,726     $ 28,906,159  

Broadband Services (1)

     8,995,678       8,102,935       26,230,819       20,258,461  

Premiums Earned

     3,727,219       2,860,451       10,293,119       7,556,423  

Insurance Commissions

     378,987       383,830       1,449,653       1,575,274  

Investment and Other Income

     554,238       157,484       1,576,963       339,192  

Total Revenues

     24,548,101       21,447,546       71,580,280       58,635,509  
                                 

Depreciation and Amortization Expense

     4,983,010       4,170,251       14,336,413       10,840,204  
                                 

Net Loss from Operations

     (1,942,729 )     (1,795,197 )     (6,562,425 )     (4,961,915 )

Net Other (Loss) Income

     (1,230,036 )     (178,858 )     12,864       10,542,120  
                                 

Net (Loss) Income Attributable to Common Stockholders

   $ (1,642,506 )   $ (1,408,521 )   $ (3,422,048 )   $ 3,397,733  

Basic and Diluted Net (Loss) Income per Share

   $ (0.05 )   $ (0.05 )   $ (0.11 )   $ 0.11  

 

   

September 30,

   

December 31,

 
   

2023

    

2022

  

Total Unrestricted Cash & Investments (2)

   $ 88,507,462     $ 67,782,480  

Total Assets

     764,077,821       687,802,899  

Total Liabilities

     149,164,973       158,059,668  

Redeemable Noncontrolling Interest

     15,665,053       15,713,021  

Total Boston Omaha Stockholders' Equity

     540,969,385       506,621,142  

Noncontrolling Interests (3)

     58,278,410       7,409,068  

Total Equity

   $ 599,247,795     $ 514,030,210  

 

1.

Includes the InfoWest and Go Fiber acquisitions completed on April 1, 2022.

2.

Investments consist of U.S. treasury securities classified as trading securities and marketable equity securities, of which $1,919,772 is held by our insurance entities and $26,920,747 is held by our asset management entities at September 30, 2023. Marketable equity securities excludes Sky Harbour Group Corporation (“Sky Harbour”) Class A common stock as we account for our 22.9% stake (as measured at September 30, 2023) under the equity method.

3.

Noncontrolling interests are related to third party capital raised within our build for rent fund as well as within our 24th Street commercial real estate funds.

 

 
 

 

During the first nine months of fiscal 2023, “Net Other (Loss) Income” included $4.6 million in non-cash gains recognized due to the remeasurement of our previously-held interest in 24th Street Asset Management, which was almost completely offset by our proportionate share of Sky Harbour’s operating losses which we account for under the equity method.

 

During the first six months of fiscal 2022, “Net Other (Loss) Income” included a gain of $25.0 million related to the deconsolidation of Yellowstone Acquisition Company on January 25, 2022 and $1.8 million related to the remeasurement of Yellowstone’s public warrants from January 1, 2022 to January 25, 2022, which was partially offset by $14.8 million in other investment losses mainly related to public securities held by Boston Omaha and UCS.

 

As a reminder, generally accepted accounting principles (“GAAP”) require us to include the unrealized changes in market prices of investments in public securities in our reported earnings(4). While we intend to hold securities for the longer term, we may in the future choose to sell them for a variety of reasons resulting in realized losses or gains.

 

Cash inflow from operations for the nine months ended September 30, 2023 was $12.2 million, compared to a cash outflow of ($9.6) million for the nine months ended September 30, 2022.

 

Our book value per share was $17.28 at September 30, 2023, compared to $17.05 at December 31, 2022.

 

As of September 30, 2023, we had 30,249,443 shares of Class A common stock and 1,055,560 shares of Class B common stock issued and outstanding.

 

As of November 10, 2023, we had 30,249,443 shares of Class A common stock and 1,055,560 shares of Class B common stock issued and outstanding.

 

About Boston Omaha Corporation

 

Boston Omaha Corporation is a public holding company with four majority owned businesses engaged in outdoor advertising, broadband telecommunications services, surety insurance and asset management.

 

 

(4)

Excludes Sky Harbour Class A common stock as we account for our investment under the equity method.

 

 
 

 

Forward-Looking Statements

 

Any statements in this press release about the Company’s future expectations, plans and prospects, including statements about our financing strategy, future operations, future financial position and results, market growth, total revenue, as well as other statements containing the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” and similar expressions, constitute forward-looking statements within the meaning of the safe harbor provisions of The Private Securities Litigation Reform Any statements in this press release about the Company’s future expectations, plans and prospects, including statements about our financing strategy, future operations, future financial position and results, market growth, total revenue, as well as other statements containing the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” and similar expressions, constitute forward-looking statements within the meaning of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. The Company may not actually achieve the plans, intentions or expectations disclosed in the Company’s forward-looking statements, and you should not place undue reliance on the Company’s forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements the Company make as a result of a variety of risks and uncertainties, including risks related to the Company’s estimates regarding the potential market opportunity for the Company’s current and future products and services, the impact of the COVID-19 pandemic, the competitive nature of the industries in which we conduct our business, general business and economic conditions, our ability to acquire suitable businesses, our ability to successfully integrate acquired businesses, the effect of a loss of, or financial distress of, any reinsurance company which reinsures the Company’s insurance operations, the risks associated with our investments in both publicly traded securities and privately held businesses, our history of losses and ability to maintain profitability in the future, the Company’s expectations regarding the Company’s sales, expenses, gross margins and other results of operations, and the other risks and uncertainties described in the “Risk Factors” sections of the Company’s public filings with the Securities and Exchange Commission (the “SEC”) on Form 10-K for the year ended December 31, 2022 and on Form 10-Q for the quarter ended June 30, 2023, as well as other risks and uncertainties which may be described in any subsequent quarterly report on Form 10-Q filed by the Company and the other reports the Company files with the SEC. Copies of our SEC filings are available on our website at www.bostonomaha.com. In addition, the forward-looking statements included in this press release represent the Company’s views as of the date hereof. The Company anticipates that general economic conditions and subsequent events and developments may cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof.

 

Our investor relations website is https://investor.bostonomaha.com/ and we encourage investors to use it as a way of easily finding information about us. We promptly make available on this website, free of charge, the reports that we file or furnish with the SEC, corporate governance information, and select press releases, which may contain material information about us, and you may subscribe to be notified of new information posted to this site.

 

 

Contacts:

Boston Omaha Corporation

Catherine Vaughan, 857-256-0079

contact@bostonomaha.com

 

 
v3.23.3
Document And Entity Information
Nov. 13, 2023
Document Information [Line Items]  
Entity, Registrant Name BOSTON OMAHA CORPORATION
Document, Type 8-K
Document, Period End Date Nov. 13, 2023
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-38113
Entity, Tax Identification Number 27-0788438
Entity, Address, Address Line One 1601 Dodge Street, Suite 3300
Entity, Address, City or Town Omaha
Entity, Address, State or Province NE
Entity, Address, Postal Zip Code 68102
City Area Code 857
Local Phone Number 256-0079
Title of 12(b) Security Class A common stock
Trading Symbol BOC
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001494582
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