bomn20231231

bomn20231231_10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(MARK ONE)

☒	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-38113

BOSTON OMAHA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	27-0788438
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1601 Dodge Street, Suite 3300, Omaha, Nebraska	68102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number: (857) 256-0079

Securities registered under Section 12(b) of the Exchange Act:

Title of Class	Trading Symbol(s)	Name of Exchange on Which Registered
Class A common stock, $0.001 par value per share	BOC	The New York Stock Exchange

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $440,664,052.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 31,138,769 shares of Class A common stock and 1,055,560 shares of Class B common stock as of April 26, 2024.

Auditor Name:		Auditor Location:		Auditor Firm ID:
KPMG LLP		Omaha, Nebraska		185

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K (the “2023 Form 10-K”) of Boston Omaha Corporation (the “Company”) for the fiscal year ended December 31, 2023 (the “2023 Fiscal Year”), as filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2024. We are filing this Amendment to amend Part III of the 2023 Form 10-K to include the information required by and not included in Part III of the 2023 Form 10-K because we do not intend to file an annual meeting definitive proxy statement within 120 days of the end of December 31, 2023.

In addition, the Exhibit Index in Item 15 of Part IV of the 2023 Form 10-K is hereby amended and restated in its entirety and currently dated certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment. Because no financial statements are contained within this Amendment, we are not filing currently dated certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 nor are we filing a consent of our independent public accounting firm.

Except as described above, no other changes have been made to the 2023 Form 10-K. The 2023 Form 10-K continues to speak as of the date of the 2023 Form 10-K, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the 2023 Form 10-K other than as expressly indicated in this Amendment.

	Page
Part III	2
Item 10. Directors, Executive Officers and Corporate Governance.	2
Item 11. Executive Compensation.	9
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	12
Item 13. Certain Relationships and Related Transactions, and Director Independence.	13
Item 14. Principal Accounting Fees and Services.	16

Part IV	18
Item 15. Exhibits and Financial Statement Schedules.	18
Item 16. Form 10-K Summary.	18

Exhibit Index	19

Name	Age	Director Since	Current Term Expires	Position(s)	(1)	(2)	(3)
Alex B. Rozek**	45	2015	2024	Co-President, Co-Chairman of the Board and Co-Chief Executive Officer
Adam K. Peterson**	42	2015	2024	Co-President, Co-Chairman of the Board and Co-Chief Executive Officer
Bradford B. Briner	47	2016	2024	Director	X	X
Brendan J. Keating	42	2016	2024	Director
Frank H. Kenan II	42	2017	2024	Director		X	X
Jeffrey C. Royal	47	2019	2024	Director	X	X	X
Vishnu Srinivasan	45	2017	2024	Director	X		X

Name	Year	Fees earned or paid in cash ($)	All other compensation ($)(1)	Total ($)
Bradford B. Briner	2023	$30,000	$30,000	$60,000
Frank H. Kenan II	2023	$30,000	$30,000	$60,000
Vishnu Srinivasan	2023	$30,000	$30,000	$60,000
Jeffrey C. Royal	2023	$30,000	$30,000	$60,000

Name	Age	Officer Since	Position(s)
Alex B. Rozek	45	2015	Co-President, Co-Chairman of the Board and Co-Chief Executive Officer
Adam K. Peterson	42	2015	Co-President, Co-Chairman of the Board and Co-Chief Executive Officer
Joshua P. Weisenburger	40	2017	Chief Financial Officer, Secretary and Treasurer
Joseph M. Meisinger	35	2022	Chief Accounting Officer

Name and principal position	Year	Salary ($)	Cash Bonus ($)	Stock Award ($)	All other compensation ($)(1)	Total ($)
Alex B. Rozek (2)(3)	2023	$639,000	-	-	$2,000	$641,000
Co-Chief Executive Officer and Co-President (Principal Executive Officer)	2022	$600,000	-	-	$12,200	$612,200

Adam K. Peterson (3)	2023	$639,000	-	-	$11,649	$650,649
Co-Chief Executive Officer and Co-President (Principal Executive Officer)	2022	$600,000	-	-	$12,200	$612,200

Joshua P. Weisenburger (4)	2023	$290,000	$170,000	$125,000	$12,067	$597,067
Chief Financial Officer, Secretary and Treasurer	2022	$275,000	$105,000	$295,000	$11,392	$686,392

(1)	Includes employer contribution to 401(k) plan of 100% of the employee contributions up to 3% of base salary, and 50% of employee contributions up to the next 2% of base salary.
(2)	Mr. Rozek serves at our request on the Board of Directors of Sky Harbour Group Corporation and receives both cash fees for serving on its board of directors as well as restricted stock units which vest over a four-year period. As a director of Sky Harbour Group Corporation, Mr. Rozek received directors fees of $55,000 and $51,233, in 2023 and 2022, respectively as well as restricted stock grants of 7,000 units in each of 2023 and 2022, valued at $80,500, and $54,180, respectively. The value of these restricted stock units is measured at the grant date fair value calculated in accordance with FASB ASC Topic 718.
(3)	In January 2022, each of Messrs. Rozek and Mr. Peterson received a cash payment of $7,500,000 under the terms of our Management Incentive Bonus Plan based on our financial results through December 31, 2021.
(4)	Consists of compensation earned by Mr. Weisenburger, our Chief Financial Officer, in 2023 and 2022 consisting of (i) a base salary of $290,000 in 2023 and $275,000 in 2022, (ii) a cash bonus of $170,000 in 2023 and $105,000 in 2022, (iii) a restricted stock grant for 8,440 shares of Class A common stock which was issued in February 2024 for services provided in 2023, and which shares are fully vested as of the date of grant, (iv) a restricted stock grant for 11,559 shares of Class A common stock issued in January 2023 for services rendered in 2022 and 2021, which shares vest as follows: 5,029 shares vested on the date of the grant and 3,265 shares of Class A common stock on each of January 2, 2024 and January 2, 2025, and (v) other compensation of $12,067 in 2023 and $11,392 in 2022. The value of these restricted stock awards is measured at the grant date fair value calculated in accordance with FASB ASC Topic 718.

Year	Summary Compensation Table Total for PEO - Adam K. Peterson	Summary Compensation Table Total for PEO - Alex B. Rozek	Compensation Actually Paid to PEO - Adam K. Peterson	Compensation Actually Paid to PEO - Alex B. Rozek	Average Summary Compensation Table Total for Non-PEO NEOs(1)	Average Compensation Actually Paid to Non-PEO NEOs(1)	Value of Initial Fixed $100 Investment Based On Total Shareholder Return	Net Income Attributable to Common Stockholders	Net Loss from Operations (2)	Total Revenues
2023	$650,649	$641,000	$650,649	$641,000	$597,067	$597,067	$56.89	($7,004,009)	($8,852,403)	$96,253,736
2022	$612,200	$612,200	$612,200	$612,200	$686,392	$686,392	$95.84	$10,233,400	($5,229,895)	$81,234,194
2021(3)	$7,935,393	$7,935,393	$7,935,393	$7,935,393	$925,913	$925,913	$103.91	$52,748,177	$23,766,869	$56,971,811

(1)	Consists of compensation earned by Mr. Weisenburger, our Chief Financial Officer, in 2021, 2022 and 2023 consisting of (i) a base salary of $290,000 in 2023, $275,000 in 2022 and $265,000 in 2021, (ii) a cash bonus of $170,000 in 2023, $105,000 in 2022 and $650,000 in 2021, (iii) a restricted stock grant for 8,440 shares of Class A common stock which was issued in February 2024 for services provided in 2023, and which shares are fully vested as of the date of grant, (iv) a restricted stock grant for 11,559 shares of Class A common stock which was issued in January 2023 for services rendered in 2022 and 2021, and which vests as follows: 5,029 shares vested on the date of the grant and 3,265 shares of Class A common stock on each of January 2, 2024 and January 2, 2025, and (v) other compensation of $12,067 in 2023, $11,392 in 2022 and $10,913 in 2021. The value of these restricted stock awards is measured at the grant date fair value calculated in accordance with FASB ASC Topic 718.
(2)	Includes depreciation and amortization expenses of $19,565,035 in Fiscal Year 2023, $15,123,857 in Fiscal Year 2022 and $10,128,634 in Fiscal Year 2021.
(3)	Summary compensation for 2021 includes a bonus under the Management Incentive Bonus Plan earned in 2021 and paid in January 2022 for each of Mr. Peterson and Mr. Rozek and a bonus to Mr. Weisenburger earned in 2021 and paid in 2022 of $650,000.

	Class A common stock					Class B common stock
Name of Beneficial Owner	Shares		Percentage of Outstanding Class of Stock			Shares		Percentage of Outstanding Class of Stock			Percentage of Aggregate Voting Power of Class A common stock and Class B common stock (1)			Percentage of Aggregate Economic Interest of Class A common stock and Class B common stock (2)
5% stockholders:
Magnolia Capital Fund, L.P. (3)		-		-			580,558		50.03	%		13.58	%		1.80	%
Magnolia BOC I, LP		5,589,253		17.95	%							13.08	%		17.30	%
The Magnolia Group, LLC		93,176		*								*			*
Boulderado Partners, LLC (4)		210,000		*			579,774		49.97	%		14.06	%		2.45	%
238 Plan Associates LLC(5)		2,444,473		7.85	%							5.72	%		7.57	%
Blackrock, Inc.(6)		1,667,203		5.35	%							3.90	%		5.16	%
Named executive officers and directors:
Adam K. Peterson (3)(7)		6,112,360		19.63	%		580,558		50.03	%		27.88	%		20.72	%
Alex B. Rozek (4)(8)		210,000		*			579,774		49.97	%		14.06	%		2.45	%
Bradford B. Briner (9)		22,750		*								*			*
Brendan J. Keating (10)		145,000		*								*			*
Frank H. Kenan II (11)		164,416		*								*			*
Jeffrey C. Royal (12)		32,750		*								*			*
Vishnu Srinivasan (13)		9,750		*								*			*
Joshua P. Weisenburger (14)		21,589		*								*			*
Joseph M. Meisinger (15)		11,229		*
All directors and officers as a group (9 persons)		6,729,844		21.61	%		1,160,332		100.00	%		42.89	%		24.43	%

*	Less than 1%
(1)	The percent of Percentage of Aggregate Voting Power of Class A common stock and Class B common stock reflects that each share of Class B common stock has 10 votes for each share of Class A common stock and assumes all outstanding Class B common stock warrants are exercised.
(2)	The percent of aggregate economic interest is based on both our Class A common stock and Class B common stock combined. The Class B common stock converts to Class A common stock on a 1:1 basis.
(3)	Shares of Class B common stock includes warrants to purchase 52,778 shares of our Class B common stock.
(4)	Shares of Class B common stock includes warrants to purchase 51,994 shares of our Class B common stock.
(5)	Based upon a Schedule 13G/A filed with the SEC on February 13, 2024, with a current address listed as One Broadway, 9th Floor, Suite 200, Cambridge, MA 02142.
(6)	Based upon a Schedule 13G/A filed with the SEC on January 29, 2024, with a current address listed as 50 Hudson Yards, New York, New York 10001.
(7)	Represents 429,055 shares of Class A common stock owned by Mr. Peterson directly, 93,176 shares of Class A common stock owned by The Magnolia Group, LLC, 876 shares owned by a trust in which Mr. Peterson holds voting power but disclaims a beneficial interest, 527,780 shares of Class B common stock and warrants to purchase 52,778 shares of Class B common stock owned by Adam K. Peterson, Magnolia Capital Fund, L.P., and The Magnolia Group, LLC, and 5,589,253 shares of Class A common stock owned by Magnolia BOC I, LP. Mr. Peterson serves as the manager of The Magnolia Group, LLC, the general partner of each of Magnolia Capital Fund, L.P. and Magnolia BOC I, LP and votes the shares held by Magnolia BOC I, LP. The Magnolia Group, LLC and Mr. Peterson disclaim beneficial ownership with respect to the shares held by MCF and BOC I except to the extent of their respective pecuniary interests therein.
(8)	Represents shares and warrants owned by Boulderado Partners, LLC directly, which includes 210,000 shares of Class A common stock over which Mr. Rozek has indirect beneficial ownership and a warrant to purchase up to 784 shares of Class A common stock. Mr. Rozek serves as the manager of Boulderado Capital, LLC, the manager of Boulderado Partners, LLC.
(9)	Includes 20,000 shares of Class A common stock held by a limited liability company of which Mr. Briner is the Managing Member and 2,750 shares owned directly by Mr. Briner, of which 1,574 shares are subject to forfeiture.
(10)	Represents 50,372 shares of Class A common stock held by a trust established for the benefit of Mr. Keating, 42,028 shares of Class A common stock held by an irrevocable trust for the benefit of Mr. Keating and members of his family, 6,800 shares of Class A common stock held by Mr. Keating, of which 1,574 shares are subject to forfeiture, and 45,800 shares of Class A common stock held in retirement and 401(k) accounts for the benefit of Mr. Keating.
(11)	Represents 58,276 shares of Class A common stock held by KD Capital, L.P., of which Mr. Kenan serves as a manager and owns 100% of KD Capital Management, LLC, which is the general partner of KD Capital, L.P., 103,390 shares of Class A common stock held by a trust under which Mr. Kenan is both the trustee and beneficiary, and 2,750 shares of Class A common stock owned directly by Mr. Kenan, of which 1,574 shares of Class A common stock owned directly by Mr. Kenan are subject to forfeiture.
(12)	Includes 1,574 shares of Class A common stock held by Mr. Royal and subject to forfeiture.
(13)	Includes 1,574 shares of Class A common stock held by Mr. Srinivasan and subject to forfeiture.
(14)	Includes 3,265 shares of Class A common stock held by Mr. Weisenburger and subject to forfeiture.
(15)	Includes 6,752 shares of Class A common stock held by Mr. Meisinger and subject to forfeiture.

	Year Ended December 31,
	2023	2022
Audit Fees (1)	$781,400	$716,800
Audit-Related Fees (2)	-0-	-0-
Tax Fees	-0-	-0-
All Other Fees	-0-	-0-

10.8 (*)(+)	Amendment No. 2 to Employment Agreement dated February 27, 2018 by and between the Company and Adam K. Peterson, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on February 28, 2018.

10.9 (*)	Credit Agreement, dated August 12, 2019 by and between Link Media Holdings, LLC, and First National Bank of Omaha filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 13, 2019.

10.10 (*)	Security Agreement, dated August 12, 2019, by and among Link Media Holdings, LLC and the Subsidiary Guarantors in Favor of First National Bank of Omaha filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on August 13, 2019.

10.11 (*)	Subsidiaries Guaranty dated August 12, 2019 by and among the Subsidiary Guarantors in Favor of First National Bank of Omaha filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on August 13, 2019.

10.12 (*)	$24,900,000 Term Loan Note 1 dated August 12, 2019 issued by Link Media Holdings, LLC to First National Bank of Omaha filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Commission on August 13, 2019.

10.13 (*)	$5,000,000 Revolving Note dated August 12, 2019 issued by Link Media Holdings, LLC to First National Bank of Omaha filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on August 13, 2019.

10.14 (*)	First Amendment to Credit Agreement dated October 25, 2019 filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 25, 2019.

10.15 (*)	Second Amendment to Credit Agreement dated June 25, 2020 filed as Exhibit 10.1 to the Company’s Current report on Form 8-K as filed with the Commission on June 30, 2020.

10.16 (*)	Third Amendment to Credit Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on August 24, 2021.

10.17 (*)	Fourth Amendment to Credit Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on December 9, 2021.

10.18 (*)	Amended and Restated Term Loan Note filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the Commission on December 9, 2021.

10.19 (*)	Fifth Amendment to Credit Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on June 3, 2022.

10.20 (*)	Sixth Amendment to Credit Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on April 11, 2023.

10.21 (*)	Seventh Amendment to Credit Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on September 26, 2023.

10.22 (*)	Amended and Restated Revolving Note filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the Commission on September 26, 2023.

10.23 (*)	Eighth Amendment to Credit Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on February 16, 2024.

10.24 (*)(+)	Amended and Restated Operating Agreement of Boston Omaha Asset Management dated January 6, 2023 filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2023.

10.25 (*)(+)	Services Agreement with Brendan J. Keating dated January 6, 2023 filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 11, 2023.

10.26 (+)	Boston Omaha Corporation 2022 Long-Term Incentive Plan filed as Exhibit A to the Company’s Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders filed with the Commission on June 28, 2022 (incorporated by reference to Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K filed on March 27, 2024).

14.1 (*)	Code of Business Conduct and Ethics, filed as Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed with the Commission on March 30, 2016.

21.1	Schedule of Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed on March 27, 2024).

23.1	Consent of EisnerAmper LLP, Registered Public Accounting Firm (incorporated by reference to Exhibit 23.1 to the Registrant’s Annual Report on Form 10-K filed on March 27, 2024).

23.2	Consent of KPMG LLP, Registered Public Accounting Firm (incorporated by reference to Exhibit 23.2 to the Registrant’s Annual Report on Form 10-K filed on March 27, 2024).

31.1 (#)	Certification of Co-Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

SEC Form 10-K/A filed by Boston Omaha Corporation (Amendment)