8-K

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):  August 13, 2024 (August 13, 2024)

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 August 13, 2024, Boston Omaha Corporation (the “Company”) issued a press release entitled “Boston Omaha Corporation Announces Second  Quarter 2024 Financial Results” (the "Press Release"). 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. On the same date, the Company filed on its website a presentation entitled "Q2 2024 Financial Results" (the "Presentation")..  A copy of the Presentation is attached to this Current Report on Form 8-K as Exhibit 99.2.  The Press Release also provided information as to the location of the Presentation on the Company's website. The information in this Item 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 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 August 13, 2024 titled “Boston Omaha Corporation Announces Second Quarter 2024 Financial Results.”
99.2	Presentation dated August 13, 2024 titled "Q2 2024 Financial Results Presentation."
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: August 13, 2024

2

EX-99.1

Exhibit 99.1

BOSTON OMAHA CORPORATION ANNOUNCES SECOND QUARTER 2024 FINANCIAL RESULTS

Omaha, Nebraska (Business Wire)                                               August 13, 2024

Boston Omaha Corporation (NYSE: BOC) (the “Company”, “we”, or “our”) announced its financial results for the second quarter ended June 30, 2024, 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 second quarter of 2024 and 2023. Our Quarterly Report on Form 10-Q can be found at www.bostonomaha.com. A supplemental presentation providing additional financial information for the second quarter of 2024 can be found on our investor relations website at https://investor.bostonomaha.com.

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Billboard Rentals, Net	$	11,437,468		$	10,835,524		$	22,134,128		$	21,137,747
Broadband Services		9,787,983			8,695,235			19,471,412			17,235,141
Premiums Earned		4,737,056			3,458,627			8,740,115			6,565,900
Insurance Commissions		527,055			594,540			1,029,743			1,070,666
Investment and Other Income		598,221			632,468			1,265,116			1,022,725
Total Revenues		27,087,783			24,216,394			52,640,514			47,032,179
Depreciation and Amortization Expense		5,456,140			4,844,059			10,794,267			9,353,403
Net Loss from Operations		(4,396,615	)		(1,642,904	)		(6,454,896	)		(4,619,696	)
Net Other Income		2,357,407			3,357,575			231,444			1,242,900
Net (Loss) Income Attributable to Common Stockholders	$	(2,235,219	)	$	1,541,612		$	(5,043,300	)	$	(1,779,542	)
Basic and Diluted Net (Loss) Income per Share	$	(0.07	)	$	0.05		$	(0.16	)	$	(0.06	)

	June 30,		December 31,
	2024		2023
Total Unrestricted Cash & Investments (1)	$	40,564,748	$	71,269,580
Total Assets		723,064,123		768,207,092
Total Liabilities		157,663,397		151,754,831
Redeemable Noncontrolling Interest		-		15,638,013
Total Boston Omaha Stockholders' Equity		530,478,942		538,207,426
Noncontrolling Interests (2)		34,921,784		62,606,822
Total Equity	$	565,400,726	$	600,814,248

1. Investments consist of U.S. treasury securities classified as trading securities and marketable equity securities, of which $2,385,983 is held by our insurance entities at June 30, 2024. Marketable equity securities excludes Sky Harbour Group Corporation (“Sky Harbour”) Class A common stock as we account for our 18.6% stake (as measured at June 30, 2024) under the equity method.

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

During the second quarter of fiscal 2024, we incurred $4.1 million in one-time employee costs and professional fees associated with the separation and stock repurchase agreement of our former Co-CEO.

In the second quarter of fiscal 2024, “Net Other Income” included non-cash gains of $3.0 million from unconsolidated affiliates mainly related to our share of Sky Harbour’s income from operations, which we account for under the equity method, and interest and dividend income of $0.3 million. These items were partially offset by $0.5 million in other investment losses mainly driven by a $4.0 million unrealized loss on our Sky Harbour warrants, which was partially offset by (i) $2.0 million in non-cash gains associated with the transfer of Sky Harbour Class A common stock to our former Co-CEO as a part of his separation and stock repurchase agreement, (ii) $0.9 million in realized gains on the sale of 246,389 shares of Sky Harbour Class A common stock, and (iii) other investment income of $0.6 million primarily related to changes in the fair value of the BFR Fund mainly driven by the underlying real estate properties, and interest expense of $0.4 million mainly incurred under Link's term loan and revolver.

Our investment in Sky Harbour Class A common stock and warrants was valued at $91.8 million on our consolidated balance sheet as of June 30, 2024. If our investment in Sky Harbour Class A common stock was accounted for at fair value based on its quoted market price (currently valued using equity method accounting), then our total investment in Sky Harbour Class A common stock and warrants would be valued at $124.6 million as of June 30, 2024.

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 ⁽³⁾. 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 six months ended June 30, 2024 was $6.9 million, compared to a cash inflow of $4.4 million for the six months ended June 30, 2023.

Our book value per share was $16.86 at June 30, 2024, compared to $17.19 at December 31, 2023.

As of June 30, 2024, we had 30,931,349 shares of Class A common stock and 527,780 shares of Class B common stock issued and outstanding.

As of August 12, 2024, we had 30,931,349 shares of Class A common stock and 527,780 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, 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

Josh Weisenburger, 402-210-2633

contact@bostonomaha.com

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

EX-99.2

XML

Document And Entity Information	Aug. 13, 2024
Document Information [Line Items]
Entity, Registrant Name	BOSTON OMAHA CORPORATION
Document, Type	8-K
Document, Period End Date	Aug. 13, 2024
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