8-K
BOSTON OMAHA Corp (BOC)
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): May 12, 2023 (May 12, 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<br><br> <br>Omaha , Nebraska 68102<br><br> <br>(Address and telephone number of principal executive offices, including zip code) | ||
| (857) 256-0079<br><br> <br>(Registrant's telephone number, including area code) | ||
| Not Applicable<br><br> <br>(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,<br><br> <br>$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. ☐
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| ITEM 7.01 | REGULATION FD DISCLOSURE |
|---|
On May 12, 2023, Boston Omaha Corporation (the “Company”) issued a press release entitled "Boston Omaha Announces First 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<br><br> <br>Number | Exhibit Title |
|---|---|
| 99.1 | Press release dated May 12, 2023, titled “Boston Omaha Corporation Announces First 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<br><br> <br>(Registrant) | |
|---|---|
| By: | /s/ Joshua P. Weisenburger |
| Joshua P. Weisenburger, | |
| Chief Financial Officer |
Date: May 12, 2023
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ex_519546.htm
Exhibit 99.1
BOSTON OMAHA CORPORATION ANNOUNCES FIRST QUARTER 2023 FINANCIAL RESULTS
| Omaha, Nebraska (Business Wire) | May 12, 2023 |
|---|
Boston Omaha Corporation (NYSE: BOC) (the “Company”, “we”, or “our”) announced its financial results for the first quarter ended March 31, 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 first quarter of 2023 and 2022. Our Quarterly Report on Form 10-Q can be found at www.bostonomaha.com.
| For the Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | ||||||
| 2023 | 2022 | |||||
| Billboard Rentals, Net | $ | 10,302,223 | $ | 9,138,149 | ||
| Broadband Services^(1)^ | 8,539,906 | 4,076,946 | ||||
| Premiums Earned | 3,107,273 | 2,288,449 | ||||
| Insurance Commissions | 476,126 | 697,200 | ||||
| Investment and Other Income | 390,257 | 92,203 | ||||
| Total Revenues | 22,815,785 | 16,292,947 | ||||
| Depreciation and Amortization Expense | 4,509,344 | 2,933,264 | ||||
| Net Loss from Operations | (2,976,792 | ) | (2,449,736 | ) | ||
| Net Other (Loss) Income | (2,114,675 | ) | 25,498,646 | |||
| Net (Loss) Income Attributable to Common Stockholders | $ | (3,321,154 | ) | $ | 16,302,593 | |
| Basic and Diluted Net (Loss) Income per Share | $ | (0.11 | ) | $ | 0.55 | |
| March 31, | December 31, | |||||
| --- | --- | --- | --- | --- | ||
| 2023 | 2022 | |||||
| Total Unrestricted Cash & Investments^(2)^ | $ | 82,044,403 | $ | 67,782,480 | ||
| Total Assets | 706,356,202 | 683,717,859 | ||||
| Total Liabilities | 152,188,736 | 157,068,480 | ||||
| Redeemable Noncontrolling Interest | 15,656,900 | 15,713,021 | ||||
| Total Boston Omaha Stockholders' Equity | 527,864,074 | 503,527,290 | ||||
| Noncontrolling Interests^(3)^ | 10,646,492 | 7,409,068 | ||||
| Total Equity | $ | 538,510,566 | $ | 510,936,358 | ||
| (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 $7,933,263 is held by our insurance entities at March 31, 2023. Marketable equity securities excludes Sky Harbour Group Corporation (“Sky Harbour”) Class A common stock as we account for our 22.95% stake (as measured at March 31, 2023) under the equity method. | |||||
| --- | --- | |||||
| (3) | Noncontrolling interests related to third party capital raised within our build for rent fund. | |||||
| --- | --- |
Generally Accepted Accounting Principles require us to include the unrealized changes in market prices of investments in public securities in our reported earnings^(4)^. In the table above, “Net Other (Loss) Income” includes other investment income of $2,872,219 and $2,615,323 in the first quarter of fiscal 2023 and the first quarter of fiscal 2022, respectively, mainly related to public securities held by Boston Omaha. While we intend to hold our current 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.
In the first quarter of fiscal 2022, “Net Other (Loss) Income” also includes a gain of $24,977,740 related to the deconsolidation of Yellowstone Acquisition Company, which completed its business combination with Sky Harbour on January 25, 2022.
Cash inflow from operations for the three months ended March 31, 2023 was $1,368,181, compared to a cash outflow of ($15,677,555) for the three months ended March 31, 2022.
Our book value per share was $17.13 at March 31, 2023, compared to $16.95 at December 31, 2022.
As of March 31, 2023, we had 29,764,994 shares of Class A common stock and 1,055,560 shares of Class B common stock issued and outstanding.
As of May 11, 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.
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, 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.
| (4) | Excludes Sky Harbour Class A common stock as we account for our investment under the equity method. |
|---|
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