Attached files

file filename
EX-32 - EXHIBIT 32.2 - BOSTON OMAHA Corpex322.htm
EX-32 - EXHIBIT 32.1 - BOSTON OMAHA Corpex321.htm
EX-31 - EXHIBIT 31.2 - BOSTON OMAHA Corpex312.htm
EX-31 - EXHIBIT 31.1 - BOSTON OMAHA Corpex311.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, 2016

 

 

☐           TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to

 

Commission file number 000-55714

 

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.)

 

 

 

292 Newbury Street, Suite 333, Boston, Massachusetts

02115

(Address of principal executive offices)

(Zip Code)

 

Issuer's telephone number:  (857) 256-0079

 

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

 

Securities registered under Section 12(g) of the Exchange Act: Common Stock, $.001 par value

 

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).        Yes  No ☐

 

 


 

 

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  
 

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

 

Large accelerated filer

 

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

Smaller reporting company

 

(Do not check if smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act):

Yes ☐ No
 

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 fiscal quarter: $22,549,277.
 

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 5,841,815 of Common Stock as of March 24, 2017 and 1,055,560 shares of Class A Common Stock as of March 24, 2017.


 

 

DOCUMENTS INCORPORATED BY REFERENCE 

 

None.

 

 

 

 

EXPLANATORY NOTE

 

Boston Omaha Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the year ended December 31, 2016 (this “Amendment”) to amend its original filing of Form 10-K filed on March 24, 2017 (the “Original Form 10-K”).  The purpose of this Amendment is solely to amend the signature lines to the certifications of the Company’s Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, filed as Exhibits 31.1 and 31.2 and Exhibits 32.1 and 32.2, respectively (the “Certifications”), to the Original Form 10-K, to provide conformed signatures, which were inadvertently omitted from the Certificates filed as exhibits to the Original Form 10-K.  The original signature lines to the Certifications were fully executed on March 24, 2017, and were in the Company’s possession at the time of the filing of the Original Form 10-K. 

 

No other changes have been made to the Original Form 10-K. This Amendment does not modify or update disclosures presented in the Original Form 10-K, nor does it reflect events occurring after the filing of the Original Form 10-K or modify or update those disclosures.

 


 

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

 

1.  Financial Statements: 

 

Page

Report of Independent Registered Public Accounting Firm

F-2

Consolidated Balance Sheets –December 31, 2016 and December 31, 2015

F-3

Consolidated Statements of Operations – Years ended December 31, 2016 and December 31, 2015

F-4

Consolidated Statements of Changes in Stockholders' Equity  (Deficit)– Years ended December 31, 2016 and December 31, 2015

F-5

Consolidated Statements of Cash Flows – Years ended December 31, 2016 and December 31, 2015

F-6

Notes to Consolidated Financial Statements

F-8

2.  Exhibits: See Item 15(b) below. 

 

(b) Exhibits 

 

Exhibit No. Exhibit Description  

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. 

2.6 (*) Stock Purchase Agreement dated May 19, 2016, by and among General Indemnity Group, LLC and the stockholders of United Surety and Casualty Insurance Company, filed as Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the Commission on May 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. 

4.5 (*)  Voting and First Refusal Agreement dated June 19, 2015 by and among the Company, Magnolia Capital Fund, L.P. and Boulderado Partners, LLC, filed as Exhibit 4.8 to the Company's Current Report on Form 8-K filed with the Commission on June 24, 2015. 

4.6 (*)  Form of Common Stock Subscription Agreement, filed as Exhibit 4.4 to the Company's Current Report on Form 8-K filed with the Commission on July 28, 2015. 

4.7 (*)  Form of Common Stock Subscription Agreement, filed as Exhibit 4.4 to the Company's Current Report on Form 8-K filed with the Commission on February 3, 2016. 

10.1 (*)(**)  Employment Agreement dated August 1, 2015 by and between the Company and Alex B. Rozek, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on August 5, 2015. 

10.2 (*)(**)  Employment Agreement dated August 1, 2015 by and between the Company and Adam K. Peterson, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Commission on August 5, 2015. 

10.3 (*)(**)  Management Incentive Bonus Plan, filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the Commission on August 5, 2015. 

10.4 (*)(**)  Employment Agreement dated October 2, 2015 by and between General Indemnity Group, LLC and Michael Scholl, filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K filed with the Commission on March 30, 2016. 

10.5 (*)(**)  Employment Agreement dated as of May 20, 2016 by and between United Casualty and Surety Insurance Company and Todd S. Carrigan, filed as Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed with the Commission on February 13, 2017. 

10.6 (*)(**)  Employment Agreement dated as of March 3, 2017 by and between Link Media Holdings, LLC and James McLaughlin, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 9, 2017. 

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

31.2(#)Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).   

32.1(#)(##)Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.   

32.2(#)(##)Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.   

 

XBRL Instance Document

 

100.INS (***) XBRL Instance Document. 

100.SCH (***) XBRL Taxonomy Extension Schema. 

100.CAL (***) XBRL Taxonomy Extension Calculation Linkbase. 

100.DEF (***) XBRL Taxonomy Extension Definition Linkbase. 

100.LAB (***) XBRL Taxonomy Extension Labels Linkbase. 

100.PRE (***) XBRL Taxonomy Extension Presentation Linkbase. 

 

 

(*)   Incorporated by reference to the filing indicated.

(**) Management contract or compensatory plan or arrangement.

(***) Previously filed with Annual Report on Form 10-K for year ended December 31, 2016.

(#)    Filed herewith.

(##) The certifications attached as Exhibits 32.1 and 32.2 that accompany this Report were previously filed with the Annual Report on Form 10-K for the year ended December 31, 2016 without conformed signatures.  They are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Boston Omaha Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Report irrespective of any general incorporation language contained in such filing.

 


 

 

 

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

BOSTON OMAHA CORPORATION

(Registrant)

 

By: /s/ Alex B. Rozek

Alex B. Rozek,

President (Principal Executive Officer)

 

April 5, 2017

 

By: /s/ Joshua P. Weisenburger

Joshua P. Weisenburger 

Controller and Treasurer (Chief Accounting Officer)

 

April 5, 2017