false 0001494582 0001494582 2022-03-28 2022-03-28
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):  March 28, 2022 (March 28, 2022)
 
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 March 28, 2022, Boston Omaha Corporation (the “Company”) issued a press release entitled  "Boston Omaha Announces Full Year 2021 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 March 28, 2022, titled “Boston Omaha Corporation Announces Full Year 2021 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: March 28, 2022
 
2

Exhibit 99.1

 

BOSTON OMAHA CORPORATION ANNOUNCES FULL YEAR 2021 FINANCIAL RESULTS

 

Omaha, Nebraska (Business Wire) March 28, 2022

 

Boston Omaha Corporation (NYSE: BOC) (the “Company”) announced its financial results for the fiscal year ended December 31, 2021, in connection with filing its Annual Report on Form 10-K with the Securities and Exchange Commission.

 

We show below summary financial data for fiscal 2021 and 2020. Our Annual Report on Form 10-K can be found at www.bostonomaha.com.

 

   

For the Years Ended

  
   

December 31,

  
   

2021

    

2020

  

Billboard Rentals, Net

   $ 31,499,235     $ 28,260,964  

Broadband Services (1)

     15,234,266       3,836,537  

Premiums Earned

     7,686,400       11,723,886  

Insurance Commissions

     2,212,849       1,494,379  

Investment and Other Income

     339,061       427,697  

Total Revenues

     56,971,811       45,743,463  
                 

Depreciation and Amortization Expense

     10,128,634       7,691,703  
                 

Net Loss from Operations

     (23,766,869 )     (4,994,907 )

Net Other Income

     96,940,657       2,566,655  
                 

Net Income (Loss) Attributable to Common Stockholders

   $ 52,748,177     $ (49,089 )

Basic and Diluted Net Income (Loss) per Share

   $ 1.82     $ (0.00 )

 

   

December 31,

   

December 31,

 
   

2021

    

2020

  

Total Unrestricted Cash & Investments (2)

   $ 230,670,929     $ 146,470,399  

Total Assets

     807,053,793       640,707,426  

Total Liabilities

     166,458,071       114,114,020  

Total Noncontrolling Interest

     144,270,503       145,027,149  

Total Stockholders' Equity

   $ 496,325,219     $ 381,566,257  

 

1.

Includes our acquisitions of AireBeam on March 10, 2020 and UBB on December 29, 2020.

2.

Investments consist of U.S. treasury securities classified as trading securities and publicly traded equity securities, of which $17,168,177 is held by our insurance entities at December 31, 2021.

 

 
 

 

As a result of a change in Generally Accepted Accounting Principles in 2018, we are required to include the unrealized changes in market prices of investments in public equity securities in our reported earnings. In the table above, “Net Other Income (Loss)” includes other investment income of $93,163,697 in fiscal 2021 and other investment losses of $4,685,725 in fiscal 2020, related to public equity securities mainly 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.

 

Cash flow from operations for the year ended December 31, 2021 was $7,768,237, compared to $5,174,446 for the year ended December 31, 2020.

 

Our book value per share was $16.71 at December 31, 2021, compared to $14.01 at December 31, 2020.

 

As of December 31, 2021, we had 28,642,801 shares of Class A common stock and 1,055,560 shares of Class B common stock issued and outstanding.

 

As of March 28, 2022, we had 28,642,801 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 three majority owned businesses engaged in outdoor advertising, surety insurance and broadband telecommunications services. The Company also maintains minority investments including investments in a bank, a national residential homebuilder, an aviation infrastructure company and commercial real estate services businesses.

 

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 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 we rely on for our 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, 2021, 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 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. 

 

Contacts:

Boston Omaha Corporation

Catherine Vaughan, 857-256-0079

contact@bostonomaha.com