BOSTON OMAHA CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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27-0788438
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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|
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292 Newbury Street, Suite 33, Boston, Massachusetts
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02115
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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* | Less than $1 billion in annual revenue |
* | Gone public after December 8, 2011 |
* | Issued no more than $1 billion in debt |
* | Floated no more than $700 million in stock |
* | They must report only two years of audited financial statements when they file to go public |
* | They can submit a draft registration statement to the SEC for confidential review, which will not be publicly filed until at least 21 days before the road show for the offering |
* | They can "test the waters" by communicating with qualified investors to determine whether such investors might have an interest in a contemplated securities offering |
* | Underwriters of their initial public offering may be able to issue research reports on the stocks ahead of the offerings |
* | They need not comply with any new or revised financial accounting standards until such date such standards are also applicable to private companies |
* | For up to five years, they will be exempt from certain disclosures dealing with executive compensation |
* | They will not be required to have an auditor attest to their internal financial controls over financial reporting |
* | They are exempt from future rules of the Public Company Accounting Oversight Board (which oversee the audits of public companies) mandating auditor rotation or making modifications to the auditor's report |
* | They do not have to give shareholders a vote on executive compensation, or a so-called "Say-on-Pay Vote." |
* | The last day of the fiscal year in which the company had $1 billion or more in annual gross revenues |
* | The last day of the fiscal year following the fifth anniversary of the company's initial public offering |
* | The date on which the company has, during the previous three-year period, issued more than $1 billion in non-convertible debt |
* | The date on which the company is deemed a "large accelerated filer." |
* |
A citizen or individual resident of the United States;
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* |
A corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
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* |
An estate the income of which is subject to U.S. federal income tax regardless of its source; or
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* |
A trust if either (i) the trust is subject to the primary supervision of a court within the United States and one or more U.S. persons as described in Section 7701(a)(30) of the Code have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
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*
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risks relating to the condition of assets acquired and exposure to residual liabilities of prior businesses;
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*
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operating risks, including equipment, technology and supply problems, regulatory requirements and approvals necessary for acquisitions;
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*
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risks that potential acquisitions may require the disproportionate attention of our senior management, which could distract them from the management of our existing businesses;
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*
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risks related to our ability to retain experienced personnel of the acquired company; and
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*
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risks that certain acquisitions may require regulatory approvals, which could be refused or delayed and which could result in unforeseen regulatory expenses or unfavorable regulatory conditions.
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*
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seek to acquire related businesses;
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*
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expand geographically;
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*
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make significant capital expenditures to support our ability to provide services in our existing businesses; and
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*
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incur increased general and administrative expenses as we grow.
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*
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the need to implement or remediate appropriate controls, procedures and policies at companies that, prior to the acquisition, lacked these controls, procedures and policies;
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*
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disruption of ongoing business, diversion of resources and of management time and focus from operating our business to acquisitions and integration challenges;
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*
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our ability to achieve anticipated benefits of acquisitions by successfully marketing the service offerings of acquired businesses to our existing partners and customers, or by successfully marketing our existing service offerings to customers and partners of acquired businesses;
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*
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the negative impact of acquisitions on our results of operations as a result of large one-time charges, substantial debt or liabilities acquired or incurred, amortization or write down of amounts related to deferred compensation, goodwill and other intangible assets, or adverse tax consequences, substantial depreciation or deferred compensation charges;
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*
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the need to ensure that we comply with all regulatory requirements in connection with and following the completion of acquisitions;
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*
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the possibility of acquiring unknown or unanticipated contingencies or liabilities;
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*
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retaining employees and clients and otherwise preserving the value of the assets of the businesses we acquire; and
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*
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the need to integrate each acquired business's accounting, information technology, human resource and other administrative systems to permit effective management.
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*
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We may develop products that insure risks we have not previously insured, contain new coverage or coverage terms or contain different commission terms.
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*
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We may refine our underwriting processes.
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*
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We may seek to expand distribution channels.
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*
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We may focus on geographic markets within or outside of the United States where we have had relatively little or no market share.
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*
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Demand for new products or in new markets may not meet our expectations.
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*
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To the extent we are able to market new products or expand in new markets, our risk exposures may change, and the data and models we use to manage such exposures may not be as sophisticated or effective as those we use in existing markets or with existing products. This, in turn, could lead to losses in excess of our expectations.
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*
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Models underlying underwriting and pricing decisions may not be effective.
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*
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Efforts to develop new products or markets have the potential to create or increase distribution channel conflict.
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*
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To develop new products or markets, we may need to make substantial capital and operating expenditures, which may also negatively impact results in the near term.
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* | If a market for our common stock does not develop or is not sustained, it may be difficult for you to sell your common stock at an attractive price or at all. We cannot predict the prices at which our common stock will trade. |
* | Since our common stock could be thinly traded, its trading price is likely to be highly volatile and could be subject to extreme fluctuations in response to various factors, many of which are beyond our control. Such factors include, without limitation, the trading volume of our shares; the number of securities analysts, market-makers and brokers following our common stock; new products or services introduced or announced by us or our competitors; actual or anticipated variations in quarterly operating results; conditions or trends in our business industries; announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; additions or departures of key personnel; sales of our common stock; and general stock market price and volume fluctuations of publicly-traded, and particularly microcap, companies. Investors may have difficulty reselling our common stock, either at or above the price they paid for our stock, or even at fair market value. The stock markets often experience significant price and volume changes that are not related to the operating performance of individual companies, and because our common stock could be thinly traded it is particularly susceptible to such changes. These broad market changes may cause the market price of our common stock to decline regardless of how well we perform as a company. In addition, there is a history of securities class action litigation following periods of volatility in the market price of a company's securities. Although there is no such litigation currently pending or threatened against us, such a suit against us could result in the incursion of substantial legal fees, potential liabilities and the diversion of management's attention and resources from our business. |
* | The market price for the common stock may be significantly affected by factors such as variations in quarterly and yearly operating results, general trends in the industries in which we operate, and changes in state or federal regulations affecting us and our industries. Furthermore, in recent years the stock markets have experienced extreme price and volume fluctuations that are unrelated or disproportionate to the operating performance of the affected companies. Such broad market fluctuations may adversely affect the market price of our stock, if a market for it develops, and the market price of our stock may be similarly volatile and subject to such wide fluctuations. |
* | Our business, consolidated results of operations and financial condition could be materially affected by conditions in the global capital markets and the economy generally. A wide variety of factors continue to impact economic conditions and consumer confidence. These factors include, among others, concerns over the pace of economic growth in the U.S., continued low interest rates, the U.S. Federal Reserve's plans to further raise short-term interest rates, the strength of the U.S. Dollar, global economic factors including quantitative easing or similar programs by the European Central Bank, the potential breakup of the European Union resulting from the exit by one or more member states, the recent slowdown and resulting economic turmoil in China, volatile energy costs, and domestic and geopolitical issues, as well as government interpretations and actions changing the regulatory environment and the tax system under which we operate. Certain of these factors could have an adverse effect on us. Our revenues may decline, our profit margins could erode and we could incur significant losses. |
* | We may provide public guidance on our expected operating and financial results for future periods. Any such guidance will be comprised of forward-looking statements subject to the risks and uncertainties as described elsewhere in this Annual Report on Form 10-K and in our other public filings and public statements. Whether or not we provide guidance, investment analysts may publish their estimates of our future financial performance. Our actual results may not always be in line with or exceed any guidance we have provided or the expectations of investment analysts, especially in times of economic uncertainty. If, in the future, our operating or financial results for a particular period do not meet any guidance we provide or the expectations of investment analysts or if we or investment analysts reduce estimates of our performance for future periods, the market price of our common stock may decline. |
* | Volatility in the market price of our common stock may prevent investors from being able to sell their common stock at or above the price paid for their shares. As a result, our stockholders may suffer a loss on their investment. |
* | Sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares. |
* | We are an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (iii) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and of shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive if we elect to take advantage of these exemptions and as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. In addition, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We may take advantage of the benefits of this extended transition period. As a result, our financial statements may not be comparable to companies that comply with public company effective dates. |
* | Our common stock is deemed to be "penny stock" as that term is defined in Regulation Section 240.3a51-1 of the SEC. Penny stocks are stocks: (a) with a price of less than $5.00 per share; (b) that are not traded on a "recognized" national exchange; (c) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ - where listed stocks must still meet requirement (a) above); or (d) in issuers with net tangible assets of less than $2,000,000 (if the issuer has been in continuous operation for at least three years) or $5,000,000 (if in continuous operation for less than three years), or with average revenues of less than $6,000,000 for the last three years. Section 15(g) of the Exchange Act and Regulation 240.15g(c)2 of the SEC require broker dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors in our common stock are urged to obtain and read such disclosure carefully before purchasing any common stock that are deemed to be "penny stock." Moreover, Regulation 240.15g-9 of the SEC requires broker dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. Compliance with this procedure may make it more difficult for investors in our common stock to resell their shares to third parties or to otherwise dispose of them. Holders should be aware that, according to SEC Release No. 34-29093, dated April 17, 1991, the market for penny stocks suffers from patterns of fraud and abuse. |
* | setting forth specific procedures regarding how our stockholders may nominate directors for election at stockholder meetings; |
* | permitting our board of directors to issue preferred stock without stockholder approval; and |
* | limiting the rights of stockholders to amend our bylaws. |
Billboard Structure
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15 years
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Digital displays and electrical
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3 to 10 years
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Billboard Static and tri-vision displays
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7 to 15 years
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Office equipment
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5 years
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Customer relationships
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2 to 3 years
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Permits, licenses and lease acquisition costs
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10 years
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Noncompetition and non-solicitation agreements
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2 to 5 years.
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Equity in income of Ananda Investments
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$
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16,518
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||
Equity in loss of Logic Real Estate
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(12,674
|
)
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||
Equity in loss of TAG SW 1
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(31
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)
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Calendar Year
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|||
2016
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$
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256,124
|
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2017
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256,703
|
||
2018
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253,266
|
||
2019
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235,939
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||
2020
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217,051
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||
Thereafter
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1,511,063
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||
$
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2,730,146
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* | We lack an independent audit committee |
* | We have not yet retained a full-time chief financial officer or other financial officer to review the work of the certified public accountant who prepares our financial statements |
* | The staffing and supervision within our bookkeeping operations prevents us from segregating duties within our internal control system |
* | We have an insufficient number of independent directors |
Name
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Age
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Position(s)
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Alex B. Rozek
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37
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Co-Chairperson of the Board, President and Co-Chief Executive Officer
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Adam K. Peterson
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34 |
Co-Chairperson of the Board, Co- Chief Executive Officer and Executive Vice President
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Jeffrey C. Piermont | 35 | Chief Administrative Officer, Interim Chief Financial Officer and Treasurer |
Sean Cash
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47
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President of Link Media Holdings, LLC
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|
||
Michael J. Scholl
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48
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President of General Indemnity Group, LLC
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Brendan J. Keating
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34
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Director
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Name and principal position
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Year
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Salary ($)
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Bonus ($)
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All other
compensation ($)
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Total ($)
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||||
Alex B. Rozek(1)
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2015
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$9,230
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-
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-
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$9,230
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||||
Co-Chief Executive Officer and
President
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|||||||||
(Principal Executive Officer)
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||||
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||||
Adam K. Peterson (1)
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2015
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$9,858
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-
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-
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$9,858
|
||||
Co-Chief Executive Officer
and Executive Vice President
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|||||||||
Jeffrey C. Piermont (2) | 2015 | $14,787 | - | - | $14,787 | ||||
Chief Administrative Officer, | |||||||||
Interim Chief Financial | |||||||||
Officer and Treasurer | |||||||||
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||||
Michael J. Scholl (3)
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2015
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$51,915
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-
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$51,915
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|||||
President of General Indemnity
Group, LLC
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|
|
|
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(1)
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Mr. Rozek and Mr. Peterson salary in 2015 was based on an annual base salary at the rate of $23,600 per year. Each of Messrs. Rozek and Peterson's salaries commenced on August 13, 2015.
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(2)
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Mr. Piermont's base salary for fiscal 2015 was based on an annual base salary of $23,600 per year. Mr. Piermont's salary commenced on May 15, 2015.
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(3)
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Mr. Scholl receives an annual base salary at the rate of $250,000 per year. Mr. Scholl's salary commenced on October 13, 2015.
|
Name of
beneficial owner
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Title of
Class of Stock
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Amount and
Nature of
Beneficial Ownership
|
Percentage of
Outstanding
Stock of
Respective
Class
|
Percentage of Aggregate Voting Power of
Class A Common Stock and Common Stock (1)
|
Percentage of Aggregate Economic Interest of
Class A Common Stock and Common Stock(2)
|
||
5% Beneficial Owners
|
|||||||
Magnolia Capital Fund, L.P. (3)
|
Class A
Common
|
580,558 (3)
|
50%
|
||||
Common
|
3,105,447
|
74.08%
|
56.39%
|
68.86%
|
|||
Boulderado Partners, LLC (4)
|
Class A
Common
|
580,558
|
50%
|
||||
Common
|
628,354
|
14.99%
|
40.71%
|
22.58%
|
|||
Adam K. Peterson (3)(5)
|
Class A
Common
|
580,558
|
50%
|
||||
Common
|
3,105,447 |
74.08%
|
56.39%
|
68.86%
|
|||
Alex B. Rozek (4)(6)
|
Class A
Common
|
580,558
|
50%
|
||||
Common
|
628,354
|
14.99%
|
40.71%
|
22.59%
|
|||
Sean Cash
|
0
|
*
|
*
|
*
|
|||
Jeffrey C. Piermont | 0 | * | * | * | |||
Michael J. Scholl
|
0
|
*
|
*
|
*
|
|||
Brendan J. Keating(7)
|
Common
|
25,000
|
*
|
*
|
*
|
||
All directors and officers as a group (4 persons)
|
Class A Common
|
1,160,816
|
100%
|
||||
|
Common
|
3,758,801
|
89.67%
|
97.26%
|
91.91%
|
(1)
|
The percent of Percentage of Aggregate Voting Power of Class A Common Stock and Common Stock reflects that each share of Class A common stock has 10 votes for each share of common stock and assumes all outstanding, Class A common stock warrants are exercised.
|
(2)
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The percent of aggregate economic interest is based on both our Class A common stock and common stock combined. The Class A common stock converts to common stock on a 1:1 basis.
|
(3)
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Includes warrants to purchase 52,778 shares of our Class A common stock. |
(4)
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Includes warrants to purchase 52,778 shares of our Class A common stock. |
(5)
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Represents current amount of shares and warrants owned by Magnolia Capital Fund, LP. Mr. Peterson serves as the manager of the general partner of Magnolia Capital Fund, LP.
|
(6)
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Represents current amount of shares and warrants owned by Boulderado Partners, LLC. Mr. Rozek serves as the manager of Boulderado Capital, LLC, the manager of Boulderado Partners, LLC.
|
(7)
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Represents shares of common stock held by a trust established for the benefit of Mr. Keating and members of his family.
|
(a)
|
a director who is, or during the past three years was, employed by us, other than prior employment as an interim executive officer (provided the interim employment did not last longer than one year);
|
|
(b)
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a director who accepted or has an immediate family member who accepted any compensation from us in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following:
|
(i)
|
compensation for board or board committee service;
|
(ii)
|
compensation paid to an immediate family member who is our employee (other than an executive officer);
|
(iii)
|
compensation received for former service as an interim executive officer (provided the interim employment did not last longer than one year); or
|
(iv)
|
benefits under a tax-qualified retirement plan, or non-discretionary compensation;
|
(c)
|
a director who is an immediate family member of an individual who is, or at any time during the past three years was, employed by us as an executive officer; | |
(d)
|
a director who is, or has an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which we made, or from which we received, payments (other than those arising solely from investments in our securities or payments under non-discretionary charitable contribution matching programs) that exceed 5% of the organization's consolidated gross revenues for that year, or $200,000, whichever is more, in any of the most recent three fiscal years; or
|
|
(e) | a director who is, or has an immediate family member who is, a current partner of our outside auditor, or was a partner or employee of our outside auditor who worked on our audit at any time during any of the past three years. |
|
|
Year Ended
December 31
|
|
|||||
|
|
2015
|
|
|
2014
|
|
||
Audit Fees (1)
|
|
$
|
96,000
|
|
|
$
|
23,500
|
|
Audit-Related Fees
|
|
$
|
60,000
|
|
|
$
|
-0-
|
|
Tax Fees
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
All Other Fees
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
|
(1)
|
Fees for audit services include fees associated with the annual audit and the review of our quarterly reports on Form 10-Q.
|
|
Audit Committee Pre-Approval of Audit and Permissible
|
|
Non-Audit Services of Independent Registered Public Accounting Firm.
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated Balance Sheets –December 31, 2015 and December 31, 2014
|
F-3
|
Consolidated Statements of Operations – Years ended December 31, 2015 and December 31, 2014
|
F-4
|
Consolidated Statements of Changes in Stockholders' Equity (Deficit) – Years ended December 31, 2015 and December 31, 2014
|
F-5
|
Consolidated Statements of Cash Flows – Years ended December 31, 2015 and December 31, 2014
|
F-6
|
Notes to Consolidated Financial Statements
|
F-8
|
(b)
|
Exhibits
|
Exhibit Number
|
Description of Exhibit
|
**2.1
|
Asset Purchase Agreement dated June 19, 2015 by and between Link Media Alabama, LLC and Bell Media, LLC, filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Commission on June 24, 2015.
|
**2.2
|
Asset Purchase Agreement dated July 23, 2015 by and among Link Media Florida, LLC, Fair Outdoor, LLC and the equityholders of Fair Outdoor, LLC, filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Commission on July 28, 2015.
|
**2.3
|
Asset Purchase Agreement dated August 31, 2015 by and among Link Media Alabama, LLC, I-85 Advertising, LLC, the members of I-85 Advertising, LLC and Canton Partners, filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Commission on September 3, 2015.
|
**2.4
|
Asset Purchase Agreement dated February 16, 2016, by and among Link Media Wisconsin, LLC, Jag, Inc. and the sole voting shareholder of Jag, Inc., filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Commission on February 23, 2016.
|
**2.5
|
Escrow Agreement dated February 16, 2016, by and among Link Media Wisconsin, LLC, Jag, Inc., the sole voting shareholder of Jag, Inc. and Kalil & Co., Inc., filed as
Exhibit 2.2 to the Company's Current Report on Form 8-K filed with the Commission on February 23, 2016.
|
**3.1
|
Certificate of Incorporation of the Company,
filed as
Exhibit 3.3 to the Company's Current Report on Form 8-K filed with the Commission on March 19, 2015.
|
**3.2
|
Bylaws of the Company,
filed as
Exhibit 3.4 to the Company's Current Report on Form 8-K filed with the Commission on March 19, 2015.
|
**3.3
|
Amended and Restated Certificate of Incorporation of the Company,
filed as
Exhibit 4.7 to the Company's Current Report on Form 8-K filed with the Commission on June 24, 2015.
|
**3.4
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company,
filed as
Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on October 22, 2015.
|
**3.5
|
Second Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, filed as
Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on March 14, 2016.
|
**4.1
|
Form of Convertible Promissory Note,
filed as
Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Commission on April 16, 2015.
|
**4.2
|
Form of Class A Common Stock Subscription Agreement,
filed as
Exhibit 4.4 to the Company's Current Report on Form 8-K filed with the Commission on June 24, 2015.
|
**4.3
|
Note Conversion Agreement dated June 19, 2015 by and among the Company, Magnolia Capital Fund, L.P. and Boulderado Partners, LLC,
filed as
Exhibit 4.5 to the Company's Current Report on Form 8-K filed with the Commission on June 24, 2015.
|
**4.4
|
Form of Class A Common Stock Purchase Warrant,
filed as
Exhibit 4.6 to the Company's Current Report on Form 8-K filed with the Commission on June 24, 2015.
|
BOSTON OMAHA CORPORATION
|
|
By: /s/ Alex B. Rozek
|
|
Alex B. Rozek
|
|
President and Co-Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
By: /s/ Jeffrey C. Piermont
|
|
Jeffrey C. Piermont
|
|
Interim Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
Name
|
Title
|
Date
|
|
/s/
Alex B. Rozek
Alex B. Rozek
|
President, and Co-Chief Executive Officer, Co-Chairman of the Board of Directors and Principal Executive Officer
|
March 30, 2016
|
|
/s/
Adam K. Peterson
Adam K. Peterson
|
Co-Chairman of the Board of Directors and Co-Chief Executive Officer
|
March 30, 2016
|
|
/s/
Brendan J. Keating
Brendan J. Keating
|
Director
|
March 30, 2016
|
|
Consolidated Balance Sheets | ||||||||
ASSETS
|
||||||||
December 31,
|
||||||||
2015
|
2014
|
|||||||
Current Assets:
|
||||||||
Cash
|
$
|
13,189,066
|
$
|
1,461
|
||||
Accounts receivable, net
|
276,750
|
-
|
||||||
Prepaid expense
|
70,484
|
-
|
||||||
Total Current Assets
|
13,536,300
|
1,461
|
||||||
Property and Equipment:
|
||||||||
Structures and displays
|
4,548,473
|
-
|
||||||
Office Equipment
|
2,633
|
-
|
||||||
Accumulated depreciation
|
(307,367
|
)
|
-
|
|||||
Total Property and Equipment, net
|
4,243,739
|
-
|
||||||
Other Assets:
|
||||||||
Goodwill
|
4,389,664
|
-
|
||||||
Intangible assets, net
|
958,265
|
-
|
||||||
Investment in unconsolidated affiliates
|
657,528
|
47,263
|
||||||
Total Other Assets
|
6,005,457
|
47,263
|
||||||
Total Assets
|
$
|
23,785,496
|
$
|
48,724
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$
|
152,672
|
$
|
373
|
||||
Accounts payable, stockholder
|
2,721
|
-
|
||||||
Notes payable, stockholders
|
100,000
|
-
|
||||||
Note payable, former stockholder
|
-
|
494,460
|
||||||
Accrued interest, stockholders
|
4,384
|
-
|
||||||
Accrued interest, former stockholder
|
-
|
21,270
|
||||||
Deferred revenue
|
30,204
|
-
|
||||||
Total Current Liabilities
|
289,981
|
516,103
|
||||||
Commitments
|
-
|
-
|
||||||
Total Liabilities
|
289,981
|
516,103
|
||||||
Stockholders' Equity (Deficit):
|
||||||||
Preferred stock, $.001 par value, 3,000,000 shares
|
||||||||
authorized, 0 shares issued and outstanding
|
-
|
-
|
||||||
Common stock, $.001 par value, 28,700,000 shares
|
||||||||
authorized, 1,716,954 and 266,954 shares
|
||||||||
issued and outstanding, respectively
|
1,717
|
267
|
||||||
Class A common stock, $.001 par value, 1,300,000 shares
|
||||||||
authorized, 1,055,560 and 0 shares issued
|
||||||||
and outstanding, respectively
|
1,056
|
-
|
||||||
Additional paid-in capital
|
25,062,544
|
54,733
|
||||||
Accumulated deficit
|
(1,569,802
|
)
|
(522,379
|
)
|
||||
Total Stockholders' Equity (Deficit)
|
23,495,515
|
(467,379
|
)
|
|||||
Total Liabilities and Stockholders' Equity (Deficit)
|
$
|
23,785,496
|
$
|
48,724
|
Consolidated Statements of Operations
|
||||||||
For the Years Ended
|
||||||||
December 31,
|
||||||||
2015
|
2014
|
|||||||
Revenues:
|
||||||||
Billboard rentals
|
$
|
713,212
|
$
|
-
|
||||
Consulting fees, related party
|
9,700
|
43,874
|
||||||
Total Revenues
|
722,912
|
43,874
|
||||||
Costs and Expenses:
|
||||||||
Cost of revenues (exclusive of depreciation and amortization)
|
229,507
|
-
|
||||||
Professional fees
|
737,451
|
66,715
|
||||||
Depreciation
|
307,367
|
-
|
||||||
Leased employees
|
241,803
|
-
|
||||||
General and administrative
|
153,715
|
-
|
||||||
Amortization
|
150,436
|
-
|
||||||
Bad debt expense
|
9,511
|
-
|
||||||
Total Costs and Expenses
|
1,829,790
|
66,715
|
||||||
Net Loss from Operations
|
(1,106,878
|
)
|
(22,841
|
)
|
||||
Other Income (Expense):
|
||||||||
Equity in income (loss) of unconsolidated affiliates
|
3,813
|
(15,805
|
)
|
|||||
Gain on sale of investment in unconsolidated affiliate
|
78,150
|
-
|
||||||
Interest expense
|
(22,508
|
)
|
(28,132
|
)
|
||||
Net Loss Before Income Tax
|
(1,047,423
|
)
|
(66,778
|
)
|
||||
Income Tax (Provision) Benefit
|
-
|
-
|
||||||
Net Loss
|
$
|
(1,047,423
|
)
|
$
|
(66,778
|
)
|
||
Basic and Diluted Net Loss per Share
|
$
|
(0.71
|
)
|
$
|
(0.25
|
)
|
||
Basic and Diluted Weighted Average Shares Outstanding
|
1,481,310
|
266,954
|
No. of shares
|
||||||||||||||||||||||||||||
Common
Stock
|
Class A
Common
Stock
|
Common
Stock
|
Class A
Common
Stock
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
|
||||||||||||||||||||||
Stockholders' (deficit),
|
||||||||||||||||||||||||||||
January 1, 2014
|
266,954
|
-
|
$
|
267
|
$
|
-
|
$
|
54,733
|
$
|
(455,601
|
)
|
$
|
(400,601
|
)
|
||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(66,778
|
)
|
(66,778
|
)
|
|||||||||||||||||||
Stockholders' (deficit),
|
||||||||||||||||||||||||||||
December 31, 2014
|
266,954
|
-
|
267
|
-
|
54,733
|
(522,379
|
)
|
(467,379
|
)
|
|||||||||||||||||||
Capital contributions
|
-
|
-
|
-
|
-
|
5,163
|
-
|
5,163
|
|||||||||||||||||||||
Stock and warrants
|
||||||||||||||||||||||||||||
issued for cash
|
1,450,000
|
1,000,000
|
1,450
|
1,000
|
24,497,550
|
-
|
24,500,000
|
|||||||||||||||||||||
Note conversions
|
55,560
|
-
|
56
|
505,098
|
-
|
505,154
|
||||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(1,047,423
|
)
|
(1,047,423
|
)
|
|||||||||||||||||||
Stockholders' equity,
|
||||||||||||||||||||||||||||
December 31, 2015
|
1,716,954
|
1,055,560
|
$
|
1,717
|
$
|
1,056
|
$
|
25,062,544
|
$
|
(1,569,802
|
)
|
$
|
23,495,515
|
Consolidated Statements of Cash Flows
|
||||||||
For the Years Ended
|
||||||||
December 31,
|
||||||||
2015
|
2014
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net Loss
|
$
|
(1,047,423
|
)
|
$
|
(66,778
|
)
|
||
Adjustments to reconcile net loss to cash
|
||||||||
used in operating activities:
|
||||||||
Depreciation and amortization
|
457,803
|
-
|
||||||
Bad debts
|
9,511
|
-
|
||||||
Equity in (income) loss of unconsolidated affiliates
|
(3,813
|
)
|
15,805
|
|||||
Gain on sale of investment in unconsolidated affiliate
|
(78,150
|
)
|
-
|
|||||
Changes in operating assets and liabilites:
|
||||||||
Accounts receivable
|
(286,262
|
)
|
-
|
|||||
Prepaid expenses
|
(70,484
|
)
|
3,000
|
|||||
Accounts payable and accrued expenses
|
155,020
|
(6,127
|
)
|
|||||
Accrued interest
|
20,238
|
4,249
|
||||||
Deferred revenue
|
30,204
|
-
|
||||||
Net Cash Used in Operating Activities
|
(813,356
|
)
|
(49,851
|
)
|
||||
Cash Flows from Investing Activities:
|
||||||||
Business acquisitions of structures, displays,
|
||||||||
and intangible assets
|
(9,924,565
|
)
|
-
|
|||||
Purchase of display and equipment
|
(124,905
|
)
|
-
|
|||||
Acquisitions of investments in unconsolidated affiliates
|
(670,232
|
)
|
-
|
|||||
Net Cash Used in Investing Activities
|
(10,719,702
|
)
|
-
|
|||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from notes payable to stockholders
|
219,000
|
43,500
|
||||||
Payments on notes payable to stockholders
|
(3,500
|
)
|
(20,000
|
)
|
||||
Proceeds from issuance of stock and warrants
|
24,500,000
|
-
|
||||||
Contribution of capital
|
5,163
|
-
|
||||||
Net Cash Provided in Financing Activities
|
24,720,663
|
23,500
|
||||||
Net Increase (Decrease) in Cash
|
13,187,605
|
(26,351
|
)
|
|||||
Cash, Beginning of Year
|
1,461
|
27,812
|
||||||
Cash, End of Year
|
$
|
13,189,066
|
$
|
1,461
|
||||
Interest Paid in Cash
|
$
|
2,270
|
$
|
23,883
|
||||
Income Taxes Paid in Cash
|
$
|
-
|
$
|
-
|
||||
Consolidated Statements of Cash Flows (Continued)
|
||||||||
Supplemental Schedules of Non-cash Investing and Financing Activities
|
||||||||
For the Years Ended
|
||||||||
December 31,
|
||||||||
2015
|
2014
|
|||||||
Restructure of notes payable, stockholders
|
$
|
398,224
|
$
|
-
|
||||
Restructure of note payable, related party
|
135,494
|
-
|
||||||
Notes payable and accrued interest converted
|
||||||||
to Class A common stock
|
505,154
|
-
|
||||||
Distribution from unconsolidated affiliate applied to
|
||||||||
note payable, related party
|
32,000
|
-
|
||||||
Note payable and accrued interest
|
||||||||
exchanged for investment in unconsolidated affiliate
|
109,930
|
-
|
||||||
Decrease in investment in unconsolidated affiliate
|
31,780
|
-
|
Structures
|
15 years
|
Digital displays and electrical
|
3 to 10 years
|
Static and tri-vision displays
|
7 to 15 years
|
Office equipment
|
5 years
|
Customer relationships
|
2 to 3 years
|
Permits, Licenses, and Lease Acquisition Costs
|
10 years
|
Noncompetition and Non-solicitation Agreements
|
2 to 5 years
|
Property and Equipment:
|
||||
Structures and displays
|
$
|
3,468,700
|
||
Intangible Assets:
|
||||
Customer relationships
|
170,000
|
|||
Permits, licenses, and lease acquisition costs
|
200,000
|
|||
Noncompetition and non-solicitation agreements
|
98,000
|
|||
Goodwill
|
2,747,904
|
|||
3,215,904
|
||||
Total
|
$
|
6,684,604
|
Property and Equipment:
|
||||
Structures and displays
|
$
|
370,000
|
||
Intangible Assets:
|
||||
Permits
|
52,200
|
|||
Customer relationships
|
536,300
|
|||
Goodwill
|
986,561
|
|||
1,575,061
|
||||
Total
|
$
|
1,945,061
|
Property and Equipment:
|
||||
Structures and displays
|
$
|
587,500
|
||
Intangible Assets:
|
||||
Easements
|
11,000
|
|||
Permits
|
52,200
|
|||
Goodwill
|
644,200
|
|||
707,400
|
||||
Total
|
$
|
1,294,900
|
For the Years Ended
|
||||||||
December 31,
|
||||||||
2015
|
2014
|
|||||||
Revenue
|
$
|
1,601,093
|
$
|
1,554,123
|
||||
Net (Loss) Income
|
$
|
(1,066,070
|
)
|
$
|
19,576
|
|||
Basic and Diluted
|
||||||||
(Loss) Earnings per Share
|
$
|
(0.72
|
)
|
$
|
0.07
|
|||
Basic and Diluted Weighted
|
||||||||
Average Class A and Common
|
||||||||
Shares Outstanding
|
1,481,310
|
266,954
|
2016
|
2017
|
2018
|
2019
|
2020
|
Thereafter
|
Total
|
||||||||||||||||||||||
Customer relationships
|
$
|
263,749
|
$
|
217,707
|
$
|
104,324
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
585,780
|
||||||||||||||
Permits, licenses and
|
||||||||||||||||||||||||||||
lease acquisition costs
|
30,440
|
30,440
|
30,440
|
30,440
|
30,440
|
137,451
|
289,651
|
|||||||||||||||||||||
Noncompete agreement
|
14,000
|
14,000
|
14,000
|
14,000
|
6,417
|
-
|
62,417
|
|||||||||||||||||||||
Nonsolicitation agreement
|
14,000
|
6,417
|
-
|
-
|
-
|
-
|
20,417
|
|||||||||||||||||||||
$
|
322,189
|
$
|
268,564
|
$
|
148,764
|
$
|
44,440
|
$
|
36,857
|
$
|
137,451
|
$
|
958,265
|
Customer relationships
|
27
|
|||
Permits, licenses and lease acquisition costs
|
114
|
|||
Noncompete agreement
|
53
|
|||
Nonsolicitation agreement
|
18
|
Years Ended
|
||||||||
December 31,
|
||||||||
2015
|
2014
|
|||||||
Rental income
|
$
|
115,612
|
$
|
38,400
|
||||
Net income (loss)
|
$
|
41,294
|
$
|
(39,512
|
)
|
|||
Equity in income (loss) of unconsolidated affiliate
|
$
|
16,518
|
$
|
(15,805
|
)
|
Logic Real Estate Companies, LLC
|
||||
Revenue
|
$
|
501,178
|
||
Gross profit
|
$
|
284,128
|
||
Net (loss)
|
$
|
(258,536
|
)
|
|
Equity in income (loss) of unconsolidated affiliate
|
$
|
(12,674
|
)
|
Revenue
|
$
|
-
|
||
Gross profit
|
$
|
-
|
||
Net (loss)
|
$
|
(207
|
)
|
|
Equity in income (loss) of unconsolidated affiliate
|
$
|
(31
|
)
|
2015
|
2014
|
|||||||
Beginning of year
|
$
|
47,263
|
$
|
63,068
|
||||
Additional investments in unconsolidated affiliates
|
670,232
|
-
|
||||||
Distributions received
|
(32,000
|
)
|
-
|
|||||
Sale of investment in unconsolidated affiliate
|
(31,780
|
)
|
-
|
|||||
Equity in net income (loss) of unconsolidated affiliates
|
3,813
|
(15,805
|
)
|
|||||
End of year
|
$
|
657,528
|
$
|
47,263
|
December 31,
|
||||||||
2015
|
2014
|
|||||||
Note payable to an individual, bearing
|
||||||||
interest at 5% per annum, unsecured,
|
||||||||
principal and interest due February 9, 2017
|
$
|
-
|
$
|
290,960
|
||||
Note payable to an individual, bearing
|
||||||||
interest at 5% per annum, unsecured,
|
||||||||
principal and interest due April 6, 2017
|
-
|
10,000
|
||||||
Note payable to an individual, non-interest
|
||||||||
bearing, unsecured and due on demand
|
-
|
3,500
|
||||||
Note payable to an individual, bearing
|
||||||||
interest at 7% per annum, unsecured,
|
||||||||
interest due quarterly and principal due
|
||||||||
January 1, 2020
|
-
|
190,000
|
||||||
$
|
-
|
$
|
494,460
|
December 31,
|
||||||||
2015
|
2014
|
|||||||
Note payable to a limited liability company,
|
||||||||
bearing interest at 5% per annum, unsecured,
|
||||||||
principal and interst due February 12, 2016
|
$
|
50,000
|
$
|
-
|
||||
Note payable to a limited partnership,
|
||||||||
bearing interest at 5% per annum, unsecured,
|
||||||||
principal and interst due February 12, 2016
|
50,000
|
-
|
||||||
$
|
100,000
|
$
|
-
|
December 31,
|
||||||||
2015
|
2014
|
|||||||
Current tax benefit:
|
||||||||
Federal
|
$
|
443,173
|
$
|
63,572
|
||||
State
|
37,936
|
-
|
||||||
Total
|
481,109
|
63,572
|
||||||
Deferred tax (expense):
|
||||||||
Federal
|
(88,719
|
)
|
-
|
|||||
State
|
(16,914
|
)
|
-
|
|||||
Total
|
(105,633
|
)
|
-
|
|||||
Total Income Tax Benefit Before Valuation Allowance
|
375,476
|
63,572
|
||||||
Valuation allowance
|
(375,476
|
)
|
(63,572
|
)
|
||||
Total Income Tax Benefit
|
$
|
-
|
$
|
-
|
||||
Deferred tax assets:
|
||||||||
Net operating loss carryforward
|
$
|
367,926
|
$
|
63,572
|
||||
Less valuation allowance
|
(367,926
|
)
|
(63,572
|
)
|
||||
$
|
-
|
$
|
-
|
Years Ended
|
||||||||
December 31,
|
||||||||
2015
|
2014
|
|||||||
Federal provision (benefit) at statutory
|
||||||||
graduated tax rates
|
(35.00
|
%)
|
(17.51
|
%)
|
||||
Change in valuation allowance
|
35.00
|
%
|
17.51
|
%
|
||||
0.00
|
%
|
0.00
|
%
|
2016
|
$
|
256,124
|
||
2017
|
256,703
|
|||
2018
|
253,266
|
|||
2019
|
235,939
|
|||
2020
|
217,051
|
|||
Thereafter
|
1,511,063
|
|||
$
|
2,730,146
|
A. | Scope - This Code of Business Conduct and Ethics applies to all Boston Omaha directors, officers and employees, as well as to directors, officers and employees of each subsidiary of Boston Omaha. Such directors, officers and employees are referred to herein collectively as the "Covered Parties." Boston Omaha and its subsidiaries are referred to herein collectively as the "Company." |
B. | Purpose - The Company is proud of the values with which it conducts business. It has and will continue to uphold the highest levels of business ethics and personal integrity in all types of transactions and interactions. To this end, this Code of Business Conduct and Ethics serves to (1) emphasize the Company's commitment to ethics and compliance with the law; (2) set forth basic standards of ethical and legal behavior; (3) provide reporting mechanisms for known or suspected ethical or legal violations; and (4) help prevent and detect wrongdoing. Given the variety and complexity of ethical questions that may arise in the Company's course of business, this Code of Business Conduct and Ethics serves only as a rough guide. Confronted with ethically ambiguous situations, the Covered Parties should remember the Company's commitment to the highest ethical standards and seek advice from supervisors, managers or other appropriate personnel to ensure that all actions they take on behalf of the Company honor this commitment. When in doubt, remember Warren Buffett's rule of thumb: |
1. | Conflicts of Interest . A conflict of interest exists when a person's private interest interferes in any way with the interests of the Company. A conflict can arise when a Covered Party takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest may also arise when a Covered Party, or members of his or her family, receives improper personal benefits as a result of his or her position at the Company. Loans to, or guarantees of obligations of, Covered Parties and their family members may create conflicts of interest. It is almost always a conflict of interest for a Covered Party to work simultaneously for a competitor, customer or supplier. |
2. | Corporate Opportunities . Covered Parties are prohibited from taking for themselves opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors of the Company. No Covered Party may use corporate property, information or position for improper personal gain and no employee may compete with the Company directly or indirectly. Covered Parties owe a duty to the Company to advance its legitimate interests whenever possible. |
3. | Fair Dealing . Covered Parties shall behave honestly and ethically at all times and with all people. They shall act in good faith, with due care, and shall engage only in fair and open competition, by treating ethically competitors, suppliers, customers, and colleagues. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. No Covered Party should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practice. |
4 . | Insider Trading . Covered Parties who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the Company's business. All non-public information about the Company should be considered confidential information. It is always illegal to trade in Boston Omaha securities while in possession of material, non-public information, and it is also illegal to communicate or "tip" such information to others. |
5. | Confidentiality . Covered Parties must maintain the confidentiality of confidential information entrusted to them, except when disclosure is authorized by an appropriate legal officer of the Company or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors or harmful to the Company or its customers if disclosed. It also includes information that suppliers and customers have entrusted to the Company. The obligation to preserve confidential information continues even after employment ends. |
6. | Protection and Proper Use of Company Assets. All Covered Parties should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. The Company's equipment should not be used for non-Company business, though incidental personal use is permitted. |
7. | Compliance with Laws, Rules and Regulations . Obeying the law, both in letter and in spirit, is the foundation on which the Company's ethical standards are built. In conducting the business of the Company, the Covered Parties shall comply with applicable governmental laws, rules and regulations at all levels of government in the United States and in any non-U.S. jurisdiction in which the Company does business. Although not all Covered Parties are expected to know the details of these laws, it is important to know enough about the applicable local, state and national laws to determine when to seek advice from supervisors, managers or other appropriate personnel. |
8. | Timely and Truthful Public Disclosure . In reports and documents filed with or submitted to the Securities and Exchange Commission and other regulators by the Company, and in other public communications made by the Company, the Covered Parties involved in the preparation of such reports and documents (including those who are involved in the preparation of financial or other reports and the information included in such reports and documents) shall make disclosures that are full, fair, accurate, timely and understandable. Where applicable, these Covered Parties shall provide thorough and accurate financial and accounting data for inclusion in such disclosures. They shall not knowingly conceal or falsify information, misrepresent material facts or omit material facts necessary to avoid misleading the Company's independent public auditors or investors. |
9. | Significant Accounting Deficiencies. The CEO and each senior financial officer shall promptly bring to the attention of the Board of Directors any information he or she may have concerning (a) significant deficiencies in the design or operation of internal control over financial reporting which could adversely affect the Company's ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal control over financial reporting. |
D . | Waivers . Any waiver of this Code for executive officers or directors may be made only by the Company's Board of Directors or its Audit Committee and will be promptly disclosed as required by law or stock exchange regulation. |
1. | Reporting Known or Suspected Violations . The Company's directors, CEO, senior financial officers and chief legal officer shall promptly report any known or suspected violations of this Code to the Chairman of the Company or to the Audit Committee. All other Covered Parties should talk to supervisors, managers or other appropriate personnel about known or suspected illegal or unethical behavior. These Covered Parties may also report questionable behavior in the same manner as they may report complaints regarding accounting, internal accounting controls or auditing matters by calling (anonymously, if desired) a third party organization called Global Compliance. No retaliatory action of any kind will be permitted against anyone making such a report in good faith, and the Company's directors and Company's Audit Committee will strictly enforce this prohibition. |
2. | Accountability for Violations. If the Company's Directors, the Company's Audit Committee or its designee determines that this Code has been violated, either directly, by failure to report a violation, or by withholding information related to a violation, the offending Covered Party may be disciplined for non-compliance with penalties up to and including removal from office or dismissal. Such penalties may include written notices to the individual involved that a violation has been determined, censure by the Audit Committee, censure by the Board of Directors, demotion or re-assignment of the individual involved and suspension with or without pay or benefits. Violations of this Code may also constitute violations of law and may result in criminal penalties and civil liabilities for the offending Covered Party and the Company. All Covered Parties are expected to cooperate in internal investigations of misconduct. |
F. | Compliance Procedures. We must all work together to ensure prompt and consistent action against violations of this Code. In some situations, however, it is difficult to know if a violation has occurred. Because we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind: |
• | Make sure you have all the facts. In order to reach the right solutions, we must be as informed as possible. |
• | Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? Use your judgment and common sense. If something seems unethical or improper, it probably is. |
• | Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem. |
• | Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the questions, and he or she will appreciate being consulted as part of the decision-making process. |
• | Seek help from Company resources. In rare cases where it would be inappropriate or uncomfortable to discuss an issue with your supervisor, or where you believe your supervisor has given you an inappropriate answer, discuss it locally with your office manager or your human resources manager. |
• | You may report ethical violations in confidence without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected to the maximum extent consistent with the Company's legal obligations. The Company in all circumstances prohibits retaliation of any kind against those who report ethical violations in good faith. |
• | Ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act. |
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1. | I have reviewed this annual report on Form 10-K of Boston Omaha Corporation (the "Company"); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
4.
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The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
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5. | The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the Company's auditors and the audit committee of the Company's Board of Directors (or persons performing the equivalent functions): |
1. | I have reviewed this annual report on Form 10-K of Boston Omaha Corporation (the "Company"); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
4.
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The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
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5. | The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the Company's auditors and the audit committee of the Company's Board of Directors (or persons performing the equivalent functions): |
Dated: March 30, 2016
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/s/ Alex B. Rozek
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Alex B. Rozek, Co-Chief Executive Officer
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(Principal Executive Officer)
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Dated: March 30, 2016
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/s/ Jeffrey C. Piermont
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Jeffrey C. Piermont, Interim Chief Financial Officer and Treasurer
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(Principal Financial Officer)
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