Attached files
file | filename |
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8-K/A - 8-K/A - BOSTON OMAHA Corp | boston8ka08262016.htm |
EX-99.3 - EXHIBIT 99.3 - BOSTON OMAHA Corp | ex993.htm |
EX-99.1 - EXHIBIT 99.1 - BOSTON OMAHA Corp | ex991.htm |
Exhibit 99.2
FAIR OUTDOOR, LLC
(a Florida Limited Liability Company)
Unaudited Financial Statements
For the Six Months Ended June 30, 2015
FAIR OUTDOOR, LLC | |
(a Florida Limited Liability Company) |
Balance Sheets
|
||||||||
Unaudited
|
||||||||
ASSETS
|
||||||||
June 30,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
Current Assets:
|
||||||||
Cash
|
$
|
49,410
|
$
|
12,495
|
||||
Restricted cash
|
25,000
|
10,000
|
||||||
Accounts receivable
|
23,198
|
29,321
|
||||||
Accounts receivable, related party
|
-
|
21,000
|
||||||
Prepaid expense
|
-
|
645
|
||||||
Total Current Assets
|
97,608
|
73,461
|
||||||
Property and Equipment:
|
||||||||
Stuctures and displays
|
413,224
|
413,224
|
||||||
Accumulated depreciation
|
(29,844
|
)
|
(16,070
|
)
|
||||
Total Property and Equipment, net
|
383,380
|
397,154
|
||||||
Total Assets
|
$
|
480,988
|
$
|
470,615
|
||||
LIABILITIES AND MEMBERS' EQUITY
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||||||||
Current Liabilities:
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||||||||
Accounts payable
|
$
|
9,875
|
$
|
4,603
|
||||
Deferred revenue
|
23,478
|
11,114
|
||||||
Current portion of note payable, member
|
55,700
|
53,923
|
||||||
Total Current Liabilities
|
89,053
|
69,640
|
||||||
Long-term debt, member
|
316,303
|
344,605
|
||||||
Total Liabilities
|
405,356
|
414,245
|
||||||
Members' Equity
|
75,632
|
56,370
|
||||||
Total Liabilities and Members' Equity
|
$
|
480,988
|
$
|
470,615
|
See accompanying notes to the unaudited financial statements
2
FAIR OUTDOOR, LLC | |
(a Florida Limited Liability Company) |
Statements of Income and Members' Equity
|
||||||||||||||||
Unaudited
|
||||||||||||||||
For the Three Months Ended
|
For the Six Months Ended
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|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Revenues:
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||||||||||||||||
Billboard rentals
|
$
|
78,139
|
$
|
25,654
|
$
|
170,284
|
$
|
25,654
|
||||||||
Costs and Expenses:
|
||||||||||||||||
Ground rents
|
27,759
|
-
|
71,834
|
-
|
||||||||||||
Depreciation
|
6,887
|
2,296
|
13,774
|
2,296
|
||||||||||||
Repairs and maintenance
|
-
|
-
|
-
|
4,896
|
||||||||||||
General and administrative
|
1,414
|
469
|
2,193
|
608
|
||||||||||||
Total Costs and Expenses
|
36,060
|
2,765
|
87,801
|
7,800
|
||||||||||||
Net Income from Operations
|
42,079
|
22,889
|
82,483
|
17,854
|
||||||||||||
Other Income (Expense):
|
||||||||||||||||
Interest expense
|
(6,816
|
)
|
-
|
(13,221
|
)
|
-
|
||||||||||
Net Income
|
35,263
|
22,889
|
69,262
|
17,854
|
||||||||||||
Members' Equity,
|
||||||||||||||||
Beginning of Period
|
90,369
|
-
|
56,370
|
-
|
||||||||||||
Distributions to members
|
(50,000
|
)
|
-
|
(50,000
|
)
|
-
|
||||||||||
Members' Equity, End of Period
|
$
|
75,632
|
$
|
22,889
|
$
|
75,632
|
$
|
17,854
|
See accompanying notes to the unaudited financial statements
3
FAIR OUTDOOR, LLC | |
(a Florida Limited Liability Company) |
Statement of Cash Flows
|
||||||||
Unaudited
|
||||||||
For the Six Months Ended
|
||||||||
June 30,
|
||||||||
2015
|
2014
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net Income
|
$
|
69,262
|
$
|
17,854
|
||||
Adjustments to reconcile net loss to cash provided by operating activities:
|
||||||||
Depreciation
|
13,774
|
2,296
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
27,123
|
(40,000
|
)
|
|||||
Prepaid expense
|
645
|
(1,257
|
)
|
|||||
Accounts payable
|
5,272
|
-
|
||||||
Deferred revenue
|
12,364
|
14,346
|
||||||
Net Cash Provided (Used) in Operating Activities
|
128,440
|
(6,761
|
)
|
|||||
Cash Flows from Investing Activities:
|
||||||||
Transfers to restricted cash
|
(15,000
|
)
|
-
|
|||||
Net Cash Used in Investing Activities
|
(15,000
|
)
|
-
|
|||||
Cash Flows from Financing Activities:
|
||||||||
Advances from member
|
-
|
6,761
|
||||||
Repayments on note payable, member
|
(26,525
|
)
|
-
|
|||||
Distributions to members
|
(50,000
|
)
|
-
|
|||||
Net Cash (Used) Provided in Financing Activities
|
(76,525
|
)
|
6,761
|
|||||
Net Increase in Cash
|
36,915
|
-
|
||||||
Cash, Beginning of Period
|
12,495
|
-
|
||||||
Cash, End of Period
|
$
|
49,410
|
$
|
-
|
||||
Interest Paid in Cash
|
$
|
13,221
|
$
|
-
|
||||
Income Taxes Paid in Cash
|
$
|
-
|
$
|
-
|
See accompanying notes to the unaudited financial statements
4
FAIR OUTDOOR, LLC | |
(a Florida Limited Liability Company) |
Statement of Cash Flows (Continued)
|
||
Schedules of Non-cash Financing Activities
|
||
Unaudited
|
For the Six Months Ended
|
||||||||
June 30,
|
||||||||
2015
|
2014
|
|||||||
Loan from member for purchase of structures and displays
|
$
|
-
|
$
|
413,224
|
See accompanying notes to the unaudited financial statements
5
FAIR OUTDOOR, LLC | |
(a Florida Limited Liability Company) | |
Notes to Unaudited Financial Statements | |
For the Six Months Ended June 30, 2015 |
NOTE 1. ORGANIZATION AND BACKGROUND
The accompanying unaudited interim financial statements have been prepared in connection with Fair Outdoor LLC's sale of outdoor advertising assets to Link Media Florida, LLC ("LMF"), a wholly-owned subsidiary of Boston Omaha Corporation, and to comply with the rules and regulations of the Securities and Exchange Commission ("SEC") for inclusion by Boston Omaha Corporation in its current report on Form 8-K/A.
Fair Outdoor, LLC, ("the Company") was organized on September 12, 2013 and began operations on February 10. 2014. The Company's operations include the ownership and leasing of billboards located on the Florida State Fairgrounds.
For the six months ended June 30, 2015, 66% of the Company's gross revenue was generated from three advertisers. Revenue from an advertiser related to one of the Company's members was $1,714 and represented 1% of revenues.
The accompanying unaudited interim financial statements of Fair Outdoor, LLC have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended December 31, 2014 included elsewhere in this Form 8-K/A. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the interim financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the year ended December 31, 2014 included elsewhere in this Form 8-K/A have been omitted.
NOTE 2. LONG-TERM DEBT
As of June 30, 2015, long-term debt consists of an installment note payable to a member, bearing interest at 6.5% per annum. The note is payable in monthly installments of $6,520, is unsecured and due March, 2021.
As of June 30, 2015 long-term debt is as follows:
|
||||||||
June 30,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
Note payable
|
$
|
372,003
|
$
|
398,528
|
||||
Less current portion
|
(55,700
|
)
|
(53,923
|
)
|
||||
Long-term debt
|
$
|
316,303
|
$
|
344,605
|
6
NOTE 2. LONG-TERM DEBT (Continued)
Maturities of long-term debt are as follows:
|
||||
June 30, 2016
|
$
|
55,700
|
||
June 30, 2017
|
59,430
|
|||
June 30, 2018
|
63,410
|
|||
June 30, 2019
|
67,657
|
|||
June 30, 2020
|
72,188
|
|||
Thereafter
|
53,618
|
|||
$
|
372,003
|
NOTE 3. FUTURE MINIMUM LEASE PAYMENTS
The Company's lease for its billboard location has a fifteen year term expiring on September 1, 2028. Monthly lease payments are based upon 50% of net revenue from the billboards. Net revenue is defined in the lease operating agreement as the excess of revenue after the deduction of certain expenses and a replacement reserve contribution from gross revenue. Deductions from gross revenue consist of advertising agency commissions, limited to 15% of monthly gross revenue, maintenance, insurance, and a $5,000 contribution to the LED replacement reserve. Costs in excess of monthly revenue may be deducted from revenue of later months.
Commencing on October 1, 2014, a minimum lease payment of $2,500 per month is due to the lessor, regardless of whether the sign's net revenues support such payment. Contingent rents for the three months and six months ended June 30, 2015 were $56,834 and $20,259, respectively.
Future minimum lease payments are as follows:
2016
|
$
|
30,000
|
||
2017
|
30,000
|
|||
2018
|
30,000
|
|||
2019
|
30,000
|
|||
2020
|
30,000
|
|||
Thereafter
|
245,000
|
|||
$
|
395,000
|
7
NOTE 4. RELATED PARTIES
As of June 30, 2015, the Company had generated $1,714 in revenues and $2,786 in deferred revenues from an advertising agency related to one of the Company's members. At June 30, 2015, the balance of accounts receivable from the related party was zero.
During May 2015, the Company made distributions to its members in the amount of $50,000.
NOTE 5. SUBSEQUENT EVENTS
On July 1, 2015, the Company executed an operating lease agreement with the FSFA for a second billboard location. The agreement expires on July 2, 2030 and is essentially the same as the agreement entered into during September, 2013. The minimum monthly payment provision commences on February 1, 2016 in the amount of $1,200 per month.
On July 23, 2015, the Company sold its two digital billboard displays and related personal property to Link Media Florida, LLC for a gross sales price of $2,000,000. Adjustments to the gross sales price were $54,939, resulting in a cash sales price of $1,945,061.
During July 2015, the Company made distributions to its members in the amount of $36,426.
8