Attached files
| file | filename |
|---|---|
| EX-99.3 - EXHIBIT 99.3 - BOSTON OMAHA Corp | ex993.htm |
| EX-99.2 - EXHIBIT 99.2 - BOSTON OMAHA Corp | ex992.htm |
| EX-99.1 - EXHIBIT 99.1 - BOSTON OMAHA Corp | ex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 19, 2015
|
BOSTON OMAHA CORPORATION
|
||
|
(Exact name of registrant as specified in its Charter)
|
||
|
|
||
|
Delaware
|
333-170054
|
27-0788438
|
|
(State or other jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification Number)
|
|
|
||
|
(Address and telephone number of principal executive offices, including zip code)
|
||
|
c/o Boulderado Group, LLC
292 Newbury Street, Suite 333
Boston, Massachusetts 02115
(857) 256-0079
|
||
|
___________________________________
|
||
|
(Former name or address, if changed since last report)
|
||
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))
1
EXPLANATORY NOTE
Boston Omaha Corporation (the "Company") is filing this Current Report on Form 8-K/A (Amendment No. 1) (the "8-K/A") in order to amend its previously filed Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July 28, 2015 (the "Initial 8-K"), in order to file certain financial statements and to furnish certain pro forma financial information pursuant to Item 9.01 of this Form 8-K/A.
The Initial 8-K provided disclosure under Item 2.01 thereof regarding the July 23, 2015 closing of the Company's acquisition of certain billboards and related assets by Link Media Florida, LLC, which is owned by Link Media Holdings, LLC, which is owned by the Company. Link Media Florida, LLC entered into an Asset Purchase Agreement with Fair Outdoor, LLC and its stockholders, by which Link Media Florida acquired one billboard, rights to develop a second billboard, an option to purchase a third billboard and related assets from Fair Outdoor, LLC. The billboards and related assets are located in Tampa Florida on property owned by the Florida State Fairground Authority. The purchase price for the acquired assets was $1,945,060.85 paid at closing.
Item 9.01 of Form 8-K provides that with respect to transactions described pursuant to Item 2.01 of Form 8-K, the financial statements of businesses acquired may be filed, and pro forma financial information regarding such transactions may be furnished, not later than 71 calendar days after the date that the initial report on Form 8-K must be filed. As such, the Company disclosed in the Initial 8-K that it would file the required financial statements and furnish the required pro forma financial information within that time frame. The preparation of such financial statements and pro forma financial information took longer than the Company anticipated, due principally to delays in obtaining necessary information and supporting documents from the seller but the Company is now providing such financial statements and pro forma financial statements herewith as described in Item 9.01 below.
The Company is now providing a Balance Sheet, Statement of Operations and Members' Equity and Statement of Cash Flows from Fair Outdoor, LLC for the year ended December 31, 2014, as well as a Balance Sheet, Statement of Operations and Members' Equity and Statement of Cash Flows from Fair Outdoor, LLC for the six month period ended June 30, 2015, along with certain pro forma information, each as described in Item 9.01 below.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. The audited financial statements of Fair Outdoor, LLC for the year ended December 31, 2014, are filed herewith as Exhibit 99.1. The unaudited financial statements of Fair Outdoor, LLC for the six months ended June 30, 2015 are filed herewith as Exhibit 99.2.
(b) Pro forma financial information. The unaudited pro forma condensed combined financial information of the Company and Fair Outdoor, LLC for the year ended December 31, 2014 and as of and for the six months ended June 30, 2015 are filed herewith as Exhibit 99.3.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
Not Applicable
2
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
|
||
|
|
|
|
|
|
Date: August 30, 2016
|
/s/
|
Alex B. Rozek |
|
|
|
Name:
|
Alex B. Rozek
|
|
|
|
Title:
|
President and Treasurer (Principal Executive Officer)
|
|
|
|
|
|
|
|
|
/s/
|
Joshua Weisenburger |
|
|
|
Name:
|
Joshua Weisenburger
|
|
|
|
|
Controller (Principal Accounting Officer)
|
|
3