UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2022~~2023

☐	TRANSITION REPORT PURSUANT TO 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)

(857) 256-0079

(Registrant’s telephone number, including area code)

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

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

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 an 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 Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~28,642,801~~30,249,443 shares of Class A common stock and 1,055,560 shares of Class B common stock as of August 11, ~~2022.~~2023.

Table of Contents

BOSTON OMAHA CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED June 30, ~~2022~~2023

TABLE OF CONTENTS

	Page
Part I – Financial Information	4
Item 1. Consolidated Financial Statements (Unaudited).	4
Consolidated Balance Sheets – June 30, ~~2022~~2023 and December 31, ~~2021~~2022	4
Consolidated Statements of Operations – Three and Six Months Ended June 30, ~~2022~~2023 and June 30, ~~2021~~2022	6
Consolidated Statements of Changes in Stockholders’ Equity – June 30, ~~2022~~2023 and June 30, ~~2021~~2022	7
Consolidated Statements of Cash Flows – Six Months Ended June 30, ~~2022~~2023 and June 30, ~~2021~~2022	9
Notes to Consolidated Financial Statements	12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	3536
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	5759
Item 4. Controls and Procedures.	5759
Part II – Other Information	5860
Item 1. Legal Proceedings.	5860
Item 1A. Risk Factors.	5860
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	5860
Item 3. Defaults Upon Senior Securities.	5860
Item 4. Mine Safety Disclosures.	5860
Item 5. Other Information.	5860
Item 6. Exhibits.	5860
Exhibit Index	5961
Signatures	6063

References in this Quarterly Report on Form 10-Q to “the Company,” “our Company,” “we,” “us,” ”our” and “Boston Omaha” refer to Boston Omaha Corporation and its consolidated subsidiaries, unless otherwise noted.

Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Consolidated Financial Statements

Unaudited

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Consolidated Balance Sheets
Unaudited

*ASSETS*	*ASSETS*					*ASSETS*

		*June 30,*		*December 31,*			*June 30,*		*December 31,*
		*2022*		*2021*			*2023*		*2022*

Current Assets:
Cash and cash equivalents		$	40,024,146	$	72,508,528		$	32,276,503	$	25,493,141
Investments held in trust - special purpose acquisition company			0		138,760,121
Cash held by BOAM funds and other								6,370,243		8,146,792
Accounts receivable, net			6,485,828		4,468,863			7,350,005		5,831,366
Interest receivable			151,523		32,235			191,546		196,066
Short-term investments			8,555,553		4,728,995			11,626,107		6,288,828
Marketable equity securities			21,307,593		70,617,497			2,039,159		8,768,938
U. S. Treasury trading securities			40,560,065		87,544,904
U. S. Treasury securities								69,490,548		33,520,401
Funds held as collateral assets			21,662,721		9,185,872			20,930,723		21,026,579
Prepaid expenses			4,062,012		2,862,913			8,005,357		4,689,132

Total Current Assets			142,809,441		390,709,928			158,280,191		113,961,243

Property and Equipment, net			91,362,050		76,455,026			130,285,598		115,589,940

Other Assets:
Goodwill			171,713,592		151,336,976			180,990,648		179,463,522
Intangible assets, net			67,918,700		45,352,052			66,330,776		68,342,042
Investments			21,135,110		19,316,769			69,729,025		26,136,636
Investments in unconsolidated affiliates			114,476,899		61,660,905			102,488,703		118,218,389
Deferred policy acquisition costs			1,067,170		812,898			1,545,311		1,255,320
Right of use assets			63,280,745		61,252,888			63,423,894		64,719,405
Other			87,351		156,351			121,426		116,402

Total Other Assets			439,679,567		339,888,839			484,629,783		458,251,716

Total Assets		$	673,851,058	$	807,053,793		$	773,195,572	$	687,802,899

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Consolidated Balance Sheets (Continued)
Unaudited

*LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND STOCKHOLDERS' EQUITY*	*LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND STOCKHOLDERS' EQUITY*					*LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND STOCKHOLDERS' EQUITY*

		*June 30,*		*December 31,*			*June 30,*		*December 31,*
		*2022*		*2021*			*2023*		*2022*

Current Liabilities:
Accounts payable and accrued expenses		$	8,265,079	$	25,270,869		$	13,312,609	$	10,963,784
Short-term payables for business acquisitions			1,559,206		1,618,102			1,098,949		4,219,358
Lease liabilities			4,952,033		4,580,833			5,170,800		5,203,981
Funds held as collateral			21,662,721		9,185,872			20,930,723		21,026,579
Unearned premiums			6,051,053		4,912,538			8,502,324		7,158,726
Current maturities of long-term debt			1,514,042		1,490,427			798,297		1,545,090
Deferred underwriting fee payable			0		4,759,615
Deferred revenue			2,708,973		2,207,427			2,860,310		2,531,222
Other			1,963,606		0
Other current liabilities								-		330,000

Total Current Liabilities			48,676,713		54,025,683			52,674,012		52,978,740

Long-term Liabilities:
Asset retirement obligations			3,293,337		3,162,725			3,677,226		3,569,580
Lease liabilities			57,604,457		56,032,547			57,842,596		59,281,733
Long-term debt, less current maturities			27,733,175		28,509,573			26,934,544		26,954,180
Other long-term liabilities			346,212		1,399,655			1,546,180		335,828
Warrants liability			0		5,576,908
Deferred tax liability			19,506,819		17,750,980			14,307,253		14,939,607

Total Liabilities			157,160,713		166,458,071			156,981,811		158,059,668

Redeemable Noncontrolling Interest			15,271,794		144,270,503			15,667,702		15,713,021

Stockholders' Equity:
Preferred stock, $.001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding			0		0			-		-
Class A common stock, $.001 par value, 38,838,884 shares authorized, 28,642,801 shares issued and outstanding			28,643		28,643
Class A common stock, $.001 par value, 38,838,884 shares authorized, 30,249,443 and 28,650,688 shares issued and outstanding, respectively								30,250		28,651
Class B common stock, $.001 par value, 1,161,116 shares authorized, 1,055,560 shares issued and outstanding			1,056		1,056			1,056		1,056
Additional paid-in capital			484,142,501		483,855,423			521,698,580		483,917,938
Retained earnings			17,246,351		12,440,097			20,893,955		22,673,497

Total Stockholders' Equity			501,418,551		496,325,219
Total Boston Omaha Stockholders' Equity								542,623,841		506,621,142
Noncontrolling interests								57,922,218		7,409,068
Total Equity								600,546,059		514,030,210

Total Liabilities, Redeemable Noncontrolling Interest, and Stockholders' Equity		$	673,851,058	$	807,053,793		$	773,195,572	$	687,802,899

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Consolidated Statements of Operations
Unaudited

	*For the Three Months Ended*						*For the Six Months Ended*						*For the Three Months Ended*						*For the Six Months Ended*
	*June 30,*						*June 30,*						*June 30,*						*June 30,*
	*2022*			*2021*			*2022*			*2021*			*2023*			*2022*			*2023*			*2022*

Revenues:
Billboard rentals, net	$	9,825,164		$	7,952,832		$	18,963,313		$	15,106,517		$	10,835,524		$	9,825,164		$	21,137,747		$	18,963,313
Broadband services		8,078,580			3,760,454			12,155,526			7,555,491			8,695,235			8,078,580			17,235,141			12,155,526
Premiums earned		2,407,523			1,736,158			4,695,972			3,522,722			3,458,627			2,407,523			6,565,900			4,695,972
Insurance commissions		494,244			658,703			1,191,444			1,058,880			594,540			494,244			1,070,666			1,191,444
Investment and other income		89,505			71,734			181,708			141,290			632,468			89,505			1,022,725			181,708

Total Revenues		20,895,016			14,179,881			37,187,963			27,384,900			24,216,394			20,895,016			47,032,179			37,187,963

Costs and Expenses:
Cost of billboard revenues (exclusive of depreciation and amortization)		3,655,782			3,073,530			7,183,154			5,935,277			3,808,624			3,655,782			7,616,288			7,183,154
Cost of broadband revenues (exclusive of depreciation and amortization)		2,070,812			854,429			2,981,587			1,610,642			2,282,175			2,070,812			4,856,526			2,981,587
Cost of insurance revenues (exclusive of depreciation and amortization)		1,000,794			872,605			2,181,685			2,001,815			1,746,378			1,000,794			3,309,410			2,181,685
Employee costs		6,572,286			4,526,049			11,996,506			8,768,196			7,753,280			6,572,286			15,950,817			11,996,506
Professional fees		1,098,782			1,024,181			3,289,379			2,118,164			1,402,899			1,098,782			2,572,488			3,289,379
General and administrative		3,393,835			2,411,053			5,973,670			4,638,916			3,962,814			3,393,835			7,925,446			5,973,670
Amortization		1,723,773			1,205,537			2,916,966			2,370,709			1,830,883			1,723,773			3,632,910			2,916,966
Depreciation		2,012,916			1,250,663			3,752,987			2,397,467			3,013,176			2,012,916			5,720,493			3,752,987
Loss (gain) on disposition of assets		32,094			22,859			(22,109	)		58,426			5,246			32,094			(40,149	)		(22,109	)
Accretion		50,924			32,447			100,856			64,538			53,823			50,924			107,646			100,856

Total Costs and Expenses		21,611,998			15,273,353			40,354,681			29,964,150			25,859,298			21,611,998			51,651,875			40,354,681

Net (Loss) Income from Operations		(716,982	)		(1,093,472	)		(3,166,718	)		(2,579,250	)
Net Loss from Operations														(1,642,904	)		(716,982	)		(4,619,696	)		(3,166,718	)

Other Income (Expense):
Interest and dividend income		73,087			102,725			118,411			836,872			561,090			73,087			842,956			118,411
Equity in income (loss) of unconsolidated affiliates		2,386,339			435,988			(1,288,964	)		576,285			5,350,524			2,386,339			370,446			(1,288,964	)
Other investment (loss) income		(16,933,563	)		11,377,475			(14,318,240	)		118,685,597			(2,267,004	)		(16,933,563	)		605,215			(14,318,240	)
Gain recognized on deconsolidation of special purpose acquisition company		0			0			24,977,740			0			-			-			-			24,977,740
Remeasurement of warrant liability		0			883,928			1,837,211			3,059,752			-			-			-			1,837,211
Interest expense		(303,531	)		(233,659	)		(605,180	)		(468,985	)		(287,035	)		(303,531	)		(575,717	)		(605,180	)

Net (Loss) Income Before Income Taxes		(15,494,650	)		11,472,985			7,554,260			120,110,271
Income tax benefit (provision)		4,238,736			(1,449,686	)		(2,441,403	)		(21,966,912	)
Net Income (Loss) Before Income Taxes														1,714,671			(15,494,650	)		(3,376,796	)		7,554,260
Income tax (provision) benefit														(1,070,866	)		4,238,736			580,749			(2,441,403	)

Net (Loss) Income		(11,255,914	)		10,023,299			5,112,857			98,143,359
Noncontrolling interest in subsidiary income		(240,425	)		(1,385,736	)		(306,603	)		(5,068,169	)
Net Income (Loss)														643,805			(11,255,914	)		(2,796,047	)		5,112,857
Noncontrolling interest in subsidiary loss (income)														897,807			(240,425	)		1,016,505			(306,603	)

Net (Loss) Income Attributable to Common Stockholders	$	(11,496,339	)	$	8,637,563		$	4,806,254		$	93,075,190
Net Income (Loss) Attributable to Common Stockholders													$	1,541,612		$	(11,496,339	)	$	(1,779,542	)	$	4,806,254

Basic Net (Loss) Income per Share	$	(0.39	)	$	0.29		$	0.16		$	3.27
Basic Net Income (Loss) per Share													$	0.05		$	(0.39	)	$	(0.06	)	$	0.16

Diluted Net (Loss) Income per Share	$	(0.39	)	$	0.29		$	0.16		$	3.26
Diluted Net Income (Loss) per Share													$	0.05		$	(0.39	)	$	(0.06	)	$	0.16

Basic Weighted Average Class A and Class B Common Shares Outstanding		29,698,361			29,421,500			29,698,361			28,474,872			31,225,719			29,698,361			30,876,835			29,698,361

Diluted Weighted Average Class A and Class B Common Shares Outstanding		29,698,361			29,492,765			29,761,369			28,545,034			31,281,828			29,698,361			30,876,835			29,761,082

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Consolidated Statements of Changes in Stockholders' Equity
Unaudited

No. of shares

Class A Common Stock

Class B Common Stock

Class A Common Stock

Class B Common Stock

Additional Paid-in Capital

Accumulated Deficit

Total

Beginning Balance, December 31, 2020
26,175,555 1,055,560 $ 26,176 $ 1,056 $ 424,204,641 $ (42,665,616 ) $ 381,566,257

Offering costs
- - - - (108,863 ) - (108,863 )

Increase in redeemable noncontrolling interest
- - 0 0 (549,989 ) 0 (549,989 )

Net income attributable to common stockholders, March 31, 2021
- - - - - 84,437,627 84,437,627

Ending Balance, March 31, 2021
26,175,555 1,055,560 $ 26,176 $ 1,056 $ 423,545,789 $ 41,772,011 $ 465,345,032

Stock issued for cash
2,345,000 0 2,345 0 58,622,655 0 58,625,000

Offering costs
- - 0 0 (3,248,681 ) 0 (3,248,681 )

Decrease in redeemable noncontrolling interest due to redemption
- - 0 0 706,837 0 706,837

Increase in redeemable noncontrolling interest
- - 0 0 (45,920 ) 0 (45,920 )

Net income attributable to common stockholders, June 30, 2021
- - 0 0 0 8,637,563 8,637,563

Ending Balance, June 30, 2021
28,520,555 1,055,560 $ 28,521 $ 1,056 $ 479,580,680 $ 50,409,574 $ 530,019,831

	*No. of shares*
	*Class A Common Stock*		*Class B Common Stock*		*Class A Common Stock*		*Class B Common Stock*		*Additional Paid-in Capital*			*Noncontrolling Interest*		*Retained Earnings*			*Total*

Beginning Balance, December 31, 2021		28,642,801		1,055,560	$	28,643	$	1,056	$	483,855,423		$	-	$	12,440,097		$	496,325,219

Offering costs		-		-		-		-		(2,551	)		-		-			(2,551	)

Increase in redeemable noncontrolling interest		-		-		-		-		307,182			-		-			307,182

Net income attributable to common stockholders, March 31, 2022		-		-		-		-		-			-		16,302,593			16,302,593

Ending Balance, March 31, 2022		28,642,801		1,055,560	$	28,643	$	1,056	$	484,160,054		$	-	$	28,742,690		$	512,932,443


Offering costs		-		-		-		-		(117,553	)				-			(117,553	)

Contributions from noncontrolling interests		-		-		-		-		100,000					-			100,000

Net loss attributable to common stockholders, June 30, 2022		-		-		-		-		-					(11,496,339	)		(11,496,339	)

Ending Balance, June 30, 2022		28,642,801		1,055,560	$	28,643	$	1,056	$	484,142,501		$	-	$	17,246,351		$	501,418,551

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Consolidated Statements of Changes in Stockholders' Equity (Continued)
Unaudited

No. of shares

Class A Common Stock

Class B Common Stock

Class A Common Stock

Class B Common Stock

Additional Paid-in Capital

Retained Earnings (Accumulated Deficit)

Total

Beginning Balance, December 31, 2021
28,642,801 1,055,560 $ 28,643 $ 1,056 $ 483,855,423 $ 12,440,097 $ 496,325,219

Offering costs
- - - - (2,551 ) - (2,551 )

Decrease in redeemable noncontrolling interest
- - 0 0 307,182 0 307,182

Net income attributable to common stockholders, March 31, 2022
- - - - - 16,302,593 16,302,593

Ending Balance, March 31, 2022
28,642,801 1,055,560 $ 28,643 $ 1,056 $ 484,160,054 $ 28,742,690 $ 512,932,443

Offering costs
- - 0 0 (117,553 ) 0 (117,553 )

Contributions from noncontrolling interest
- - 0 0 100,000 0 100,000

Net income attributable to common stockholders, June 30, 2022
- - 0 0 0 (11,496,339 ) (11,496,339 )

Ending Balance, June 30, 2022
28,642,801 1,055,560 $ 28,643 $ 1,056 $ 484,142,501 $ 17,246,351 $ 501,418,551

	*No. of shares*
	*Class A Common Stock*		*Class B Common Stock*		*Class A Common Stock*		*Class B Common Stock*		*Additional Paid-in Capital*			*Noncontrolling Interest*			*Retained Earnings*			*Total*

Beginning Balance, December 31, 2022		28,650,688		1,055,560	$	28,651	$	1,056	$	483,917,938		$	7,409,068		$	22,673,497		$	514,030,210

Stock issued for cash		1,097,824		-		1,098		-		28,104,363			-			-			28,105,461

Stock issued as compensation		16,482		-		16		-		420,352			-			-			420,368

Offering costs		-		-		-		-		(867,891	)		-			-			(867,891	)

Contributions from noncontrolling interests, Build for Rent subsidiary		-		-		-		-		-			3,300,000			-			3,300,000

Net loss attributable to minority interests		-		-		-		-		-			(62,576	)		-			(62,576	)

Net loss attributable to common stockholders, March 31, 2023		-		-		-		-		-			-			(3,321,154	)		(3,321,154	)

Ending Balance, March 31, 2023		29,764,994		1,055,560	$	29,765	$	1,056	$	511,574,762		$	10,646,492		$	19,352,343		$	541,604,418

Offering costs		-		-		-		-		(400,219	)					-			(400,219	)

Stock issued for cash		434,241		-		434		-		9,420,768			-			-			9,421,202

Stock issued as compensation		4,564		-		5		-		99,995			-			-			100,000

Stock issued for purchase of 24th Street Asset Management		45,644		-		46		-		1,003,274			-			-			1,003,320

Contributions from noncontrolling interests, Build for Rent subsidiary		-		-		-		-		-			1,000,000			-			1,000,000

Noncontrolling interests, 24th Street Asset Management		-		-		-		-		-			47,184,338			-			47,184,338

Net loss attributable to minority interests		-		-		-		-		-			(908,612	)		-			(908,612	)

Net income attributable to common stockholders, June 30, 2023		-		-		-		-		-						1,541,612			1,541,612

Ending Balance, June 30, 2023		30,249,443		1,055,560	$	30,250	$	1,056	$	521,698,580		$	57,922,218		$	20,893,955		$	600,546,059

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Consolidated Statements of Cash Flows
Unaudited

	*For the Six Months Ended*						*For the Six Months Ended*
	*June 30,*						*June 30,*
	*2022*			*2021*			*2023*			*2022*
Cash Flows from Operating Activities:
Net Income	$	5,112,857		$	98,143,359		$	(2,796,047	)	$	5,112,857
Adjustments to reconcile net income to cash provided by operating activities:
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Amortization of right of use assets		2,592,833			2,258,598			2,839,898			2,592,833
Depreciation, amortization, and accretion		6,770,809			4,832,714			9,461,049			6,770,809
Income taxes		2,221,891			21,966,912
(Gain) Loss on disposition of assets		(22,109	)		58,426
Deferred income taxes								(632,354	)		2,221,891
Gain on disposition of assets								(40,149	)		(22,109	)
Gain on deconsolidation - special purpose acquisition company								-			(24,977,740	)
Bad debt expense		47,805			22,565			111,982			47,805
Gain on deconsolidation - special purpose acquisition company		(24,977,740	)		0
Equity in loss (earnings) of unconsolidated affiliates		1,288,964			(576,285	)
Equity in (income) loss of unconsolidated affiliates								(370,446	)		1,288,964
Remeasurement of warrant liability		(1,837,211	)		(3,059,752	)		-			(1,837,211	)
Other investment (income) loss		14,318,240			(118,685,597	)
Other investment income (loss)								(605,215	)		14,318,240
Changes in operating assets and liabilities exclusive of the effects of business combinations:
Accounts receivable		(1,958,467	)		(1,136,985	)		(1,630,621	)		(1,958,467	)
Interest receivable		(119,288	)		253,864			4,520			(119,288	)
Prepaid expenses		(2,192,260	)		(535,545	)		(3,316,225	)		(2,192,260	)
Distributions from unconsolidated affiliates		303,117			1,721,397			207,641			303,117
Deferred policy acquisition costs		(254,272	)		87,616			(289,992	)		(254,272	)
Other assets		(8,000	)		(13,717	)		(5,023	)		(8,000	)
Other liabilities, exclusive of debt								(81,728	)		-
Accounts payable and accrued expenses		(14,907,786	)		1,690,772			2,348,825			(14,907,786	)
Lease liabilities		(2,699,280	)		(2,274,578	)		(3,035,461	)		(2,699,280	)
Unearned premiums		1,138,515			261,244			1,343,598			1,138,515
Deferred revenue		501,546			275,105			329,088			501,546
Compensation paid in stock								520,368			-

Net Cash (Used in) Provided by Operating Activities		(14,679,836	)		5,290,113
Net Cash Provided by (Used in) Operating Activities								4,363,708			(14,679,836	)

Cash Flows from Investing Activities:
Payments on short-term payables for business acquisitions		(469,026	)		(425,750	)		(3,120,409	)		(469,026	)
Principal payments received on note receivable from affiliate		0			20,000,000
Payment of contingent consideration								(248,272	)		-
Issuance of note receivable								(1,608,100	)		-
Business acquisitions, net of cash acquired		(40,502,355	)		(8,020,702	)		(5,640,072	)		(40,502,355	)
Proceeds from sale of investments - special purpose acquisition company		130,190,277			0			-			130,190,277
Purchase of preferred stock		(45,000,000	)		0			-			(45,000,000	)
Capital expenditures		(13,644,060	)		(6,703,448	)		(20,915,576	)		(13,644,060	)
Proceeds from sales of investments		146,534,840			831,685,219			142,268,908			146,534,840
Purchase of investments		(66,313,205	)		(883,443,675	)
Purchases of investments								(149,885,498	)		(66,313,205	)

Net Cash Provided by (Used in) Investing Activities		110,796,471			(46,908,356	)
Net Cash (Used in) Provided by Investing Activities								(39,149,019	)		110,796,471

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Consolidated Statements of Cash Flows (Continued)
Unaudited

	*For the Six Months Ended*						*For the Six Months Ended*
	*June 30,*						*June 30,*
	*2022*			*2021*			*2023*			*2022*

Cash Flows from Financing Activities:
Proceeds from the issuance of stock							$	37,526,663		$	-
Contributions from noncontrolling interest								4,300,000			100,000
Redemption of non-controlling interest - special purpose acquisition company	$	(123,068,515	)	$	0			-			(123,068,515	)
Proceeds from issuance of stock		0			58,625,000
Payment of deferred underwriting fee - special purpose acquisition company		(4,759,615	)		0			-			(4,759,615	)
Collateral receipt (release)		12,476,849			(1,656,538	)
Contributions from noncontrolling interest		100,000			0
Purchase of non-controlling interest in subsidiary		0			(664,414	)
Collateral (release) receipt								(95,856	)		12,476,849
Principal payments of long-term debt		(752,783	)		(586,716	)		(766,429	)		(752,783	)
Offering costs		(120,104	)		(3,357,544	)		(1,268,110	)		(120,104	)

Net Cash (Used in) Provided by Financing Activities		(116,124,168	)		52,359,788
Net Cash Provided by (Used in) Financing Activities								39,696,268			(116,124,168	)

Net (Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash		(20,007,533	)		10,741,545
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash								4,910,957			(20,007,533	)
Cash, Cash Equivalents, and Restricted Cash, Beginning of Period		81,694,400			54,952,316			54,666,512			81,694,400

Cash, Cash Equivalents, and Restricted Cash, End of Period	$	61,686,867		$	65,693,861		$	59,577,469		$	61,686,867

Interest Paid in Cash	$	583,586		$	466,484		$	569,941		$	583,586

Income Taxes Paid in Cash	$	219,512		$	0		$	51,605		$	219,512

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

BOSTON OMAHA CORPORATION

and SUBSIDIARIES

Consolidated Statements of Cash Flows (Continued)
Supplemental Schedules of Non-cash Investing and Financing Activities
Unaudited

	*For the Six Months Ended*
	*June 30,*					*For the Six Months Ended*
	*2022*		*2021*			*June 30,*
						*2023*		*2022*
Increase in redeemable noncontrolling interest of broadband subsidiary	$	9,403,448	$	595,908		$	-	$	9,403,448

Decrease in redeemable noncontrolling interest of broadband subsidiary due to redemption		0		(706,837	)

Contingent consideration associated with business acquisition		0		1,230,000
Stock issued as consideration for business acquisition							1,003,320		-

Payable as consideration for business acquisition		260,130		222,500			1,254,102		260,130

See accompanying notes to the unaudited consolidated financial statements.

Table of Contents

BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

NOTE 1. ORGANIZATION AND BACKGROUND

Boston Omaha was organized on August 11, 2009 with present management taking over operations in February 2015. Our operations include (i) our outdoor advertising business with multiple billboards across Alabama, Arkansas, Florida, Georgia, Illinois, Iowa, Kansas, Missouri, Nebraska, Nevada, Oklahoma, ~~Nevada,~~South Dakota, Tennessee, Virginia, West Virginia and Wisconsin; (ii) our insurance business that specializes in surety bond underwriting and brokerage; (iii) our broadband business that provides high-speed broadband services to its customers, (iv) asset management, and ~~(iv)~~(v) our minority investments primarily in real estate, real estate services, ~~homebuilding,~~private aviation infrastructure, and banking. Our billboard operations are conducted through our subsidiary, Link Media Holdings, LLC, our insurance operations are conducted through our subsidiary, General Indemnity Group, LLC, and our broadband operations are conducted through our subsidiary, ~~Fiber is Fast,~~Boston Omaha Broadband, LLC.

We completed an acquisition of an outdoor advertising business and entered the outdoor advertising industry on June 19, 2015. From 2015 through ~~June~~ 2022,we have completed more than ~~twenty-one~~twenty additional acquisitions of outdoor advertising businesses.

On April 20, 2016, we completed an acquisition of a surety bond brokerage business. On December 7, 2016, we acquired a fidelity and surety bond insurance company. From 2017 through ~~2021,~~2022, we completed four additional acquisitions of surety brokerage businesses.

On March 10, 2020, we completed the acquisition of a rural broadband internet provider located in Arizona. On December 29, 2020, we completed the acquisition of a second broadband internet provider located in Utah. On April 1, 2022, we completed the acquisition of our third broadband internet provider located in Utah.

~~In our opinion, all adjustments, consisting of normal recurring adjustments, necessary for~~On September 25, 2020, we filed a fair presentation of unaudited consolidated financial position and the unaudited consolidated results of operations for 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 unaudited consolidated financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the years ended ~~December 31, 2021~~ ~~and~~ ~~2020~~ ~~as reported in our Annual Report~~Registration Statement on Form S-101~~-K, filed~~ with the Securities and Exchange Commission for a proposed initial public offering of units of a special purpose acquisition company, which we refer to as the ~~“SEC,~~“SPAC,” named Yellowstone Acquisition Company, which we refer to as “Yellowstone.” Yellowstone completed its initial public offering on ~~March 28,~~October 26, 2020 and on January 25, 2022 ~~have been omitted.~~ completed a business combination with Sky Harbour Group and Yellowstone changed its name to Sky Harbour Group Corporation (see Note 8 for further discussion).

Table of Contents

BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, 2023 and 2022

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation Policy

The financial statements of Boston Omaha Corporation include the accounts of the Company and our consolidated subsidiaries, which are comprised of voting interest entities in which we have a controlling financial interest and a variable interest ~~entities~~entity, Yellowstone, in which we are the primary beneficiary in accordance with ASC 810, Consolidation. The equity attributable to non-controlling interests in subsidiaries is shown separately in the accompanying consolidated balance sheets. All significant intercompany profits, losses, transactions and balances have been eliminated in consolidation.

Variable Interest Entities (VIEs)

We determine whether an entity is a VIE and, if so, whether it should be consolidated by utilizing judgments and estimates that are inherently subjective. Our determination of whether an entity in which we hold a direct or indirect variable interest is a VIE is based on several factors, including whether the entity’s total equity investment at risk upon inception is sufficient to finance the entity’s activities without additional subordinated financial support. We make judgments regarding the sufficiency of the equity at risk based first on a qualitative analysis, and then a quantitative analysis, if necessary.

We analyze any investments in VIEs to determine if we are the primary beneficiary. In evaluating whether we are the primary beneficiary, we evaluate our direct and indirect economic interests in the entity. A reporting entity is determined to be the primary beneficiary if it holds a controlling financial interest in the VIE. Determining which reporting entity, if any, has a controlling financial interest in a VIE is primarily a qualitative approach focused on identifying which reporting entity has both: (i) the power to direct the activities of a VIE that most significantly impact such entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits from such entity that could potentially be significant to such entity. Performance of that analysis requires the exercise of judgment.

We consider a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIE’s economic performance including, but not limited to, the ability to direct operating decisions and activities. In addition, we consider the rights of other investors to participate in those decisions. We determine whether we are the primary beneficiary of a VIE at the time we become involved with a variable interest entity and reconsider that conclusion continually. We consolidate any VIE of which we are the primary beneficiary.

Our consolidated subsidiaries at June 30, ~~2022~~2023 include:

Link Media Holdings, LLC which we refer to as “LMH”

Link Media Alabama, LLC which we refer to as “LMA”

Link Media Florida, LLC which we refer to as “LMF”

Link Media Wisconsin, LLC which we refer to as “LMW”

Link Media Georgia, LLC which we refer to as “LMG”

Link Media Midwest, LLC which we refer to as “LMM”

Link Media Omaha, LLC which we refer to as “LMO”

Link Media Properties, LLC which we refer to as “LMP”

Link Media Southeast, LLC which we refer to as “LMSE”

Link Media Services, LLC which we refer to as “LMS”

Link Billboards Oklahoma, LLC which we refer to as "LBO"

General Indemnity Group, LLC which we refer to as “GIG”

American Contracting Services, Inc. which we refer to as "ACS"

The Warnock Agency, Inc. which we refer to as “Warnock”

United Casualty and Surety Insurance Company which we refer to as “UCS”

Surety Support Services, Inc. which we refer to as “SSS”

South Coast Surety Insurance Services, LLC which we refer to as “SCS”

Boston Omaha Investments, LLC which we refer to as “BOIC”

Boston Omaha Asset Management, LLC which we refer to as “BOAM”

Fund One Boston Omaha Build for Rent LP, which we refer to as "BFR"

BOAM BFR, LLC which we refer to as "BOAM BFR"

BOC ~~DFH,~~Business Services, LLC which we refer to as ~~“BOC DFH”~~"BBS"

~~BOC OPS LLC~~Yellowstone Acquisition Company, which we refer to as ~~"BOC OPS"~~"Yellowstone"

BOC Yellowstone, LLC which we refer to as "BOC Yellowstone"

BOC Yellowstone II, LLC which we refer to as “BOC Yellowstone II”

~~BOC YAC Funding~~24th Street Asset Management LLC, which we refer to as ~~"BOC YAC"~~“24th Street”

~~Fiber is Fast,~~24th Street Fund I, LLC, which we refer to as ~~"FIF"~~"24th Street Fund I"

24th Street Fund II, LLC, which we refer to as "24th Street Fund II"

Boston Omaha Broadband, LLC which we refer to as "BOB"

FIF AireBeam, LLC which we refer to as “AireBeam”

Fiber Fast Homes, LLC which we refer to as "FFH"

FIF Utah, LLC which we refer to as “FIF Utah”

FIF St George, LLC which we refer to as "FIF St George"

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Table of Contents

BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

~~Reclassifications~~

~~Certain accounts in the prior year financial statements have been reclassified for comparative purposes to conform to the presentation in the current year financial statements.~~

Revenues

The majority of our advertising revenues are derived from contracts for advertising space on billboard ~~structures~~structures. Our broadband revenues are derived principally from contracts for providing internet services. Both advertising and broadband revenues are accounted for under Financial Accounting Standards Board, which we refer to as the “FASB,” Accounting Standards Codification, which we refer to as “ASC,” 606, Revenue from Contracts with Customers.

Premium revenues derived from our insurance operations are subject to ASC 944, Financial Services – Insurance.

Revenue Recognition

Billboard Rentals

We generate revenue from outdoor advertising through the leasing of advertising space on billboards. The terms of the contracts range from less than one month to three years and are generally billed monthly. Revenue for advertising space rental is recognized on a straight-line basis over the term of the contract. Advertising revenue is reported net of agency commissions. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for operations. Payments received in advance of being earned are recorded as deferred revenue.

Another component of billboard rentals consists of production services which include creating and printing advertising copy. Contract revenues for production services are accounted for under ASC 606, Revenue from Contracts with Customers. Revenues are recognized at a point in time upon satisfaction of the contract, which is typically less than one week.

Practical expedients and exemptions: The Company is utilizing the following practical expedients and exemptions from ASC 606. We generally expense sales commissions when incurred because the amortization period is one year or less. These costs are recorded within costs of billboard revenues exclusive of depreciation and amortization. We do not disclose the value of unsatisfied performance obligations as the majority of our contracts with customers have an original expected length of less than one year. For contracts with customers which exceed one year, the future amount to be invoiced to the customer corresponds directly with the value to be received by the customer.

Deferred Revenues

We record deferred revenues when cash payments are received in advance of being earned or when we have an unconditional right to consideration before satisfying our performance obligation. The term between invoicing and when a payment is due is not significant. For certain services we require payment before the product or services are delivered to the customer. The balance of deferred revenue is considered short-term and will be recognized in revenue within twelve months.

Premiums and Unearned Premium Reserves

Premiums written are recognized as revenues based on a pro-rata daily calculation over the respective terms of the policies in-force. The cost of reinsurance ceded is initially written as prepaid reinsurance premiums and is amortized over the reinsurance contract period in proportion to the amount of insurance protection provided. Premiums ~~ceded~~ceded of $730,787 and $559,587 ~~and $329,268~~ for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022, respectively, are included within “Premiums earned” in our consolidated statements of operations.

Commissions

We generate revenue from commissions on surety bond sales and account for commissions under ASC 606. Insurance commissions are earned from various insurance companies based upon our agency agreements with them. We arrange with various insurance companies for the provision of a surety bond for entities that require a surety bond. The insurance company sets the price of the bond. The contract with the insurance company is fulfilled when the bond is issued by the insurance agency on behalf of the insurance company. The insurance commissions are calculated based upon a stated percentage applied to the gross premiums on bonds. Commissions are recognized at a point in time, on a bond-by-bond basis as of the policy effective date and are generally nonrefundable.

Broadband Revenues

Broadband revenue is derived principally from internet services and is recognized on a straight-line basis over the term of the contract in the period the services are rendered. Revenue received or receivable in advance of the delivery of services is included in deferred revenue.

Credit Losses

We estimate credit losses on financial instruments based on amounts expected to be collected. The allowance for doubtful accounts is estimated based on historical collections, accounts receivable aging, economic indicators, and expected future trends.

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BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents

For purposes of the statement of cash flows, we consider all highly liquid investments, with the exception of U.S. Treasury securities, purchased with an original maturity of three months or less to be cash equivalents.

CashHeld by BOAMFundsand Other

Cash Held by BOAM Funds and Other represents cash and cash equivalents held by funds consolidated by BOAM and other consolidated entities. Such amounts are not available to fund the general liquidity needs of Boston Omaha.

Loss and Loss Adjustment Expenses

Unpaid losses and loss adjustment expenses represent estimates for the ultimate cost of unpaid reported and unreported claims incurred and related expenses. Estimates for losses and loss adjustment expenses are based on past experience of investigating and adjusting claims and consideration of the level of premiums written during the current and prior year. Since the reserves are based on estimates, the ultimate liability may differ from the estimated reserve. The effects of changes in estimated reserves are included within cost of insurance revenues in our results of operations in the period in which the estimates are updated. The reserves are included within accounts payable and accrued expenses in our consolidated balance sheets. See further discussion within Note 15.

~~Variable Interest~~Investments in Unconsolidated Entities ~~(VIEs)~~

We ~~determine whether an entity~~account for investments in less than 50% owned and more than 20% owned entities using the equity method of accounting. In accordance with ASC 323-30, we account for investments in limited partnerships and limited liability companies using the equity method of accounting when our investment is more than minimal (greater than 3% to 5%). Our share of income (loss) of such entities is recorded as a ~~VIE and,~~single amount as equity in income (loss) of unconsolidated affiliates. Dividends, if ~~so, whether it should be consolidated by utilizing judgments and estimates that~~any, are ~~inherently subjective. Our determination of whether an entity in which we hold~~recorded as a direct or indirect variable interest is a VIE is based on several factors, including whether the entity’s total equity investment at risk upon inception is sufficient to finance the entity’s activities without additional subordinated financial support. We make judgments regarding the sufficiencyreduction of the ~~equity at risk based~~ ~~first~~ ~~on a qualitative analysis, and then a quantitative analysis, if necessary.~~investment.

We ~~analyze any~~monitor our equity method investments in VIEs to determine if we are the primary beneficiary. In evaluating whether we are the primary beneficiary, we evaluate our direct and indirect economic interests in the entity. A reporting entity is determined to be the primary beneficiary if it holds a controlling financial interest in the VIE. Determining which reporting entity, if any, has a controlling financial interest in a VIE is primarily a qualitative approach focused on identifying which reporting entity has both: (i) the power to direct the activities of a VIE that most significantly impact such entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits from such entity that could potentially be significant to such entity. Performance of that analysis requires the exercise of judgment.

for factors indicating other-than-temporary impairment. We consider ~~a variety of~~several factors ~~in identifying the entity that holds the power to direct matters that most significantly impact the VIE’s economic performance~~when evaluating our investments, including, but not limited to, (i) the period of time for which the fair value has been less than the carrying value, (ii) operating and financial performance of the investee, (iii) the investee’s future business plans and projections, (iv) discussions with their management, and (v) our ability and intent to ~~direct operating decisions and activities. In addition, we consider~~hold the ~~rights of other investors to participate~~investment until it recovers in those decisions. We determine whether we are the primary beneficiary of a VIE at the time we become involved with a variable interest entity and reconsider that conclusion continually. We consolidate any VIE of which we are the primary beneficiary.value.

Retention of Specialized Accounting

Each of 24th Street Fund I and 24th Street Fund II, collectively “the 24th Street Funds”, managed by 24th Street are investment companies and apply specialized industry accounting. We report fund investments on our consolidated balance sheets at their estimated fair value, with gains (losses) resulting from changes in fair value reflected within ‘Other investment income’ in the accompanying consolidated statements of operations. Accordingly, the accompanying consolidated financial statements reflect different accounting policies for investments depending on whether or not they are held through a consolidated investment company.

Income Taxes

We compute our year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pre-tax income or loss and adjust the provision for discrete tax items recorded in the period.

The realization of deferred tax assets, including net operating loss carryforwards, is dependent on the generation of future taxable income sufficient to realize the tax deductions, carryforwards and credits. Valuation allowances on deferred tax assets are recognized if it is determined that it is more likely than not that the asset will not be realized. ~~During~~For the year ended December 31, ~~2021,~~2022, we ~~reversed the overall valuation allowance previously recorded against our net deferred tax asset and~~ recorded a valuation allowance against certain state deferred tax assets that we have determined are not more-likely-than-not realizable.

Pursuant to Section 382 of the Internal Revenue Code of 1986, as amended, annual use of our net operating losses may be limited if it is determined that an ownership shift has occurred. An ownership shift is generally defined as a cumulative change in equity ownership by ‘‘5% shareholders’’ that exceeds 50 percentage points over a rolling three-year period. At this time, a Section 382 study has not been performed to determine if such an ownership shift has occurred.

Revision of Previously Issued Financial Statements

In light of our acquisition of 100% of the membership interests in 24th Street Asset Management LLC (see further discussion within Footnote 6), the Company re-evaluated its previous accounting for its investment in the 24^th Street Funds under Accounting Standards Codification 323, Equity Method and Joint Ventures. As a result, we are revising our Consolidated Balance Sheets as of December 31, 2022, to reflect our proportionate share of reported earnings pursuant to investment company accounting requirements related to our previous investment in the 24^th Street Funds.

As a result, we recorded increases to our investments in unconsolidated affiliates, deferred tax liability, and retained earnings of $4,085,040, $991,188, and $3,093,852, respectively. The effect on total assets, total liabilities, and total stockholders equity as of December 31, 2022 was $4,085,040, $991,188, and $3,093,852, respectively. The effect to equity in income of unconsolidated affiliates and net income for the year ended December 31, 2022 was an increase of $4,085,040 and $3,093,852, respectively. Our revisions had no impact on our net loss for the six months ended June 30, 2023 or June 30, 2022. We evaluated the materiality of the impact quantitatively and qualitatively and concluded it was not material to any of the prior periods.

Recently Issued Accounting Pronouncements

Management reviewed currently issued pronouncements during the year, and believes that any other recently issued, but not yet effective, accounting standards, if currently adopted, would not have a material effect on the accompanying consolidated financial statements.

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BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~

2022

NOTE 3. CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

The following table sets forth a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated statements of cash flows that agrees to the total of those amounts as presented in the consolidated statements of cash flows.

	*June 30,*		*December 31,*		*June 30,*		*December 31,*
	*2022*		*2021*		*2023*		*2022*

Cash and cash equivalents	$	40,024,146	$	72,508,528	$	32,276,503	$	25,493,141
Funds held as collateral		21,662,721		9,185,872		20,930,723		21,026,579
Cash held by BOAM funds and other						6,370,243		8,146,792

Total Cash, Cash Equivalents, and Restricted Cash as Presented in the Consolidated Statement of Cash Flows	$	61,686,867	$	81,694,400
Total Cash, Cash Equivalents, and Restricted Cash as Presented in the Consolidated Statements of Cash Flows					$	59,577,469	$	54,666,512

NOTE 4. ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:

	*June 30,*			*December 31,*			*June 30,*			*December 31,*
	*2022*			*2021*			*2023*			*2022*

Trade accounts	$	5,392,108		$	3,688,116		$	5,556,765		$	4,798,827
Premiums		1,210,882			901,769			1,902,012			1,143,918
Allowance for doubtful accounts		(117,162	)		(121,022	)		(108,772	)		(111,379	)

Total Accounts Receivable, net	$	6,485,828		$	4,468,863		$	7,350,005		$	5,831,366

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BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

NOTE 5. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	*June 30,*			*December 31,*			*June 30,*			*December 31,*
	*2022*			*2021*			*2023*			*2022*

Structures and displays	$	57,654,036		$	56,087,039		$	64,354,511		$	63,585,845
Fiber, towers, and broadband equipment		35,279,402			20,637,161			66,408,490			50,216,957
Land		7,434,787			7,035,274			14,538,872			14,318,292
Vehicles and equipment		5,741,411			4,419,615			9,675,784			6,778,473
Office furniture and equipment		4,715,684			4,006,032			5,022,819			4,884,941
Accumulated depreciation		(19,463,270	)		(15,730,095	)		(29,714,878	)		(24,194,568	)

Total Property and Equipment, net	$	91,362,050		$	76,455,026		$	130,285,598		$	115,589,940

Depreciation expense for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 was ~~$3,752,987~~$5,720,493 and ~~$2,397,467,~~$3,752,987, respectively.

NOTE 6. BUSINESS ACQUISITIONS

2023 Acquisitions

24th Street Asset Management

On May 1, 2023, Boston Omaha Asset Management, LLC, our wholly-owned subsidiary, acquired 100% of the membership interests in 24th Street Asset Management LLC, from the members of 24th Street for cash and BOC Class A common stock valued at $5,016,494 in the aggregate. Prior to the transaction, BOAM indirectly owned 48% of the membership interests of 24th Street.

The consideration consisted of $2,759,072 in cash paid at closing, an additional $1,254,102 in cash subject to holdback, and 45,644 shares of BOC Class A common stock (the “BOC Shares”). In the event that distributions are paid to 24th Street pursuant to 24th Street’s gross profits interest (carried interest) held in certain entities (including the 24th Street Funds), minus certain compensation bonuses payable (such net amount, the “Net Promote Amount”), that exceed $7,226,672 but are less than or equal to $9,635,562, the Sellers will receive, as a release from the Holdback Amount, 52% of such excess, such that if the Net Promote Amount equals $9,635,562 (the “Earn-Out Threshold”), the full Holdback Amount will have been released to the Sellers. Furthermore, to the extent that such Net Promote Amount exceeds the Earn-Out Threshold, the Sellers will receive 25% of the amount of such excess (the “Earn-Out”) until the 24th Street Funds are liquidated or dissolved at which point Sellers’ right to any Earn-Out payment will be extinguished, and the Holdback shall expire.

Our preliminary purchase price allocation related to 24th Street Asset Management includes carried interest and goodwill of $9,110,478 and $536,626, respectively. Because the carried interest represents an intercompany receivable from the 24th Street Funds, which we also consolidate, we eliminate the carried interest balance in consolidation. The purchase price related to 24th Street Asset Management primarily represents our estimate of the the carried interest in the 24th Street Funds that the Company will receive if and when the underlying investments of the Funds are sold.

Broadband Acquisition

On June 16 2023, our subsidiary, FIF St. George, acquired from Pro Communication and Construction Services, LLC, which we refer to as "ProComm", broadband construction equipment and related assets for a purchase price of $2,881,000 paid in cash. The acquisition was completed for the purpose of expanding our broadband presence in the Midwestern United States. Due to the timing of the transaction, the initial accounting for the business combination is incomplete. The provisional purchase price allocation is based on internal information derived from our previous acquisitions in the Midwestern United States. We are still in the process of obtaining and assessing documentation of the contracts for customer relationships and detailed reports for equipment and permits. Our preliminary purchase price allocation related to ProComm includes property, plant and equipment, intangibles, and goodwill of $844,500, $1,046,000 and $990,500, respectively. The intangible assets primarily include customer relationships which have a useful life of fifteen years.

Table of Contents

BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, 2023 and 2022

NOTE 6.BUSINESS ACQUISITIONS (Continued)

2022 Acquisitions

During the year ended December 31, 2022, we completed the acquisition of a broadband service provider and its related assets as well as an outdoor advertising business and its related assets. These acquisitions were accounted for as business combinations under the provisions of ASC 805. A summary of the acquisitions is provided below.

InfoWest & Go Fiber

On April 1, 2022, FIF St George, LLC, our wholly-owned subsidiary, acquired substantially all of the business assets of InfoWest, Inc. (“InfoWest”) and Go Fiber LLC (“Go Fiber”), who are fiber and fixed wireless internet service providers located in St. George, Utah. The InfoWest and Go Fiber businesses together provide high-speed internet services to over 20,000 customers throughout Southern and Central Utah, Northern Arizona and Moapa Valley, Nevada.

Under the terms of the Agreement, FIF St George, LLC ~~will assume~~assumed only certain liabilities of InfoWest and Go Fiber. The total purchase price of $48,573,149 was paid 80% in cash, and the remaining 20% of the purchase price was paid by issuing to InfoWest and Go Fiber 20% of the outstanding equity of FIF St George, LLC. A portion of the cash purchase price will be held in escrow to provide a source of indemnification for any breaches of the representations and warranties, covenants and other obligations of InfoWest and Go Fiber under the Agreement. At any time, InfoWest and Go Fiber have the option, but not the obligation, to sell FIF St George, LLC its entire ownership interest in FIF St George, LLC. FIF St George, LLC would be obligated to purchase the units and pay for the purchase over a three-year period if InfoWest and Go Fiber elect to exercise this option. Subject to the occurrence of certain future events, FIF St George, LLC has the option, but not the obligation, to purchase InfoWest and Go Fiber’s ownership interest in FIF St George, LLC, with payment due in full upon exercise of the option. The purchase price for the units under either of these put/call options is based upon a multiple of earnings before interest, taxes, depreciation, amortization, and certain other expenses.

~~Due to the timing of the transaction, the initial accounting for the business combination is incomplete. In order to develop our preliminary fair values, we utilized asset information received from~~ The 20% interest owned by InfoWest and Go Fiber ~~and fair value allocation benchmarks from similar completed transactions. We are currently~~is included within "Redeemable Noncontrolling interest" in ~~the process of assessing InfoWest and Go Fiber’s documentation of contracts related to customer relationships and operating leases. Additionally, we are in the process of obtaining a final~~ ~~third~~~~-party valuation of InfoWest’s tangible and intangible assets, and therefore the initial allocation of the purchase price is subject to refinement.~~our consolidated Balance Sheets.

The following is a summary of the ~~preliminary~~ allocation of the purchase price, which includes the final fair value allocation of the assets acquired and liabilities assumed:

	*InfoWest & Go Fiber*		*InfoWest & Go Fiber*
Assets Acquired
Property, plant and equipment	$	5,570,628	$	5,983,410
Trade names and trademarks		7,300,000		7,300,000
Customer relationships		17,100,000		16,900,000
Goodwill		18,599,977		18,071,004
Right of use assets		3,155,434		3,155,434
Other		358,614		358,614

Total Assets Acquired		52,084,653		51,768,462

Liabilities Assumed
Lease liabilities		3,149,194		3,149,194
Other		362,310		46,119

Total Liabilities Assumed		3,511,504		3,195,313

Total	$	48,573,149	$	48,573,149

~~InfoWest and Go Fiber’s results of operations for the~~ ~~three~~ ~~month period ended~~ ~~June 30, 2022~~ ~~are recognized from~~ ~~April 1, 2022,~~ ~~the date of acquisition, through~~ ~~June 30, 2022.~~ ~~During this period, revenues and earnings were $4,043,940 and $818,666, respectively. Acquisition costs, incurred primarily in the~~ ~~fourth~~ ~~quarter of~~ ~~2021~~ ~~and the~~ ~~first~~ ~~quarter of~~ ~~2022,~~ ~~of $746,159 were expensed in professional fees.~~ The intangible assets include customer relationships and trade names and trademarks which have useful lives of ten years and twenty years, respectively.

~~2021~~ ~~Acquisitions~~

~~During the year ended~~ ~~December 31, 2021,~~ ~~we completed~~ ~~three~~ acquisitions of outdoor advertising businesses and related assets as well as the acquisition of a surety brokerage company. The outdoor advertising businesses were acquired for the purpose of expanding our presence in the outdoor advertising market in the Midwestern United States. The membership units of the surety brokerage company were acquired for the purpose of expanding our presence in the surety and fidelity insurance business in the United States. These acquisitions were accounted for as business combinations under the provisions of ASC ~~805.~~ ~~A summary of the acquisitions is provided below.~~

~~Insurance Acquisition~~

~~American Contracting Services~~

On ~~April 1, 2021,~~ our subsidiary, GIG, acquired 100% of the stock of American Contracting Services, Inc., which we refer to as "ACS," a surety brokerage company located in Ohio, for a purchase price of $3,455,000. The total purchase price consists of $2,225,000 of cash, ~~ten~~ ~~percent of which was held back by GIG and will be disbursed, subject to any claims for indemnification, over an~~ 18-month period, and $1,230,000 in contingent consideration. The fair value of the contingent consideration, classified in other current liabilities in the consolidated balance sheet, is dependent on the probability of ACS achieving certain financial performance targets. The contingent consideration ranges between ~~zero~~ ~~and $1,275,000 and is payable~~ ~~twenty-four~~ months following the closing date. Our purchase price allocation related to ACS includes property, plant and equipment, intangibles, and goodwill of $87,780, $970,000 and $2,605,844, respectively, as well as other net liabilities of $208,624. The intangible assets include customer relationships and trade names and trademarks, each of which have a ~~fifteen~~ ~~year useful life.~~

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Table of Contents

BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

NOTE 6. BUSINESS ACQUISITIONS (Continued)

~~2021~~ ~~Acquisitions~~

~~Outdoor Advertising Acquisitions~~

~~Thomas Outdoor~~Elevation

On ~~January 26, 2021,~~November 21, 2022, our subsidiary, LMO, ~~acquired from Thomas~~purchased the outdoor advertising assets of Elevation Outdoor Advertising, ~~Inc.,~~ which we refer to as ~~“Thomas,~~“Elevation,” ~~238~~ ~~billboard structures and related assets located~~based in ~~Kansas~~Knoxville, TN for a purchase price of ~~$6,102,508 paid~~$14,239,257. Elevation was founded in ~~cash. Our~~2002 and operates over 265 billboard faces, including 8 digital displays, in Knoxville and East Tennessee.

The following is a summary of the allocation of the purchase price, which includes the final fair value allocation ~~related to Thomas includes property, plant~~of the assets acquired and ~~equipment, intangibles, and goodwill of $1,706,708, $1,551,000 and $2,618,431, respectively, as well as other net assets of $226,369.~~ liabilities assumed:

	Elevation
Assets Acquired
Property, plant and equipment	$	3,717,734
Customer relationships		2,484,000
Goodwill		8,017,554
Right of use assets		2,098,194
Other		310,794

Total Assets Acquired		16,628,276

Liabilities Assumed
Accounts payable and other		290,825
Lease liabilities		2,098,194

Total Liabilities Assumed		2,389,019

Total	$	14,239,257

The intangible assets include customer relationships and permits which have useful lives of fifteen ~~years~~ and ten years, respectively.

~~Keleher~~

On ~~November 19, 2021,~~ Link Billboards Oklahoma, LLC, our wholly-owned subsidiary, which we refer to as "LBO", purchased the outdoor advertising assets of Keleher Outdoor Advertising, Inc. and Keleher Enterprises, Inc. (together "Keleher"), based in Bartlesville, OK for a purchase price of $12,220,000. Keleher was founded in ~~1975~~ ~~and operates over~~ ~~600~~ ~~billboard faces in Oklahoma and southeast Kansas.~~

~~The following is a summary of the final allocation of the purchase price, which includes the fair value allocation of the assets acquired and liabilities assumed:~~

Keleher

Assets Acquired

Property, plant and equipment
$ 3,276,245
Customer relationships
996,000
Permits
179,257
Goodwill
8,065,314
Right of use assets
1,634,263
Other
199,329

Total Assets Acquired
14,350,408

Liabilities Assumed

Lease liabilities
1,634,263
Other
496,145

Total Liabilities Assumed
2,130,408

Total
$ 12,220,000

~~The intangible assets include customer relationships and permits which have useful lives of~~ ~~fifteen~~ ~~years and~~ ~~ten~~ ~~years, respectively.~~

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BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

NOTE 6. BUSINESS ACQUISITIONS (Continued)

~~2021~~ ~~Acquisitions~~

~~Missouri Neon~~

On ~~December 30, 2021,~~ ~~LBO purchased the outdoor advertising assets of Missouri Neon Outdoor, based in Springfield, MO. At the time of the asset purchase, Missouri Neon Outdoor operated over~~ ~~800~~ ~~billboard faces in Missouri, Oklahoma and Arkansas.~~

~~The following is a summary of the final allocation of the purchase price, which includes the fair value allocation of the assets acquired and liabilities assumed:~~

Neon

Assets Acquired

Property, plant and equipment
$ 8,419,759
Customer relationships
1,174,000
Permits
422,177
Goodwill
12,701,472
Right of use assets
4,093,478
Other
205,272

Total Assets Acquired
27,016,158

Liabilities Assumed

Lease liabilities
4,093,478
Other
777,332

Total Liabilities Assumed
4,870,810

Total
$ 22,145,348

~~The intangible assets include customer relationships and permits which have useful lives of~~ ~~fifteen~~ ~~years and~~ ~~ten~~ ~~years, respectively.~~

~~Table of Contents~~

BOSTON OMAHA CORPORATION
and SUBSIDIARIES

~~Notes to Unaudited Consolidated Financial Statements~~

~~For the Six Months Ended~~ ~~June 30, 2022~~ ~~and~~ ~~2021~~

~~NOTE~~ 6.~~BUSINESS ACQUISITIONS~~ ~~(Continued)~~

Pro Forma Information

The following is the unaudited pro forma information assuming all business acquisitions occurred on January 1, ~~2021.~~2022. For all of the business acquisitions depreciation and amortization have been included in the calculation of the pro forma information provided below, based upon the actual acquisition costs. Depreciation is computed on the straight-line method over the estimated remaining economic lives of the assets, ranging from two years to fifteen years. Amortization is computed on the straight-line method over the estimated useful lives of the assets ranging from two to fifty years.

	*For the Three Months Ended*					*For the Six Months Ended*				*For the Three Months Ended*					*For the Six Months Ended*
	*June 30,*					*June 30,*				*June 30,*					*June 30,*
	*2022*			*2021*		*2022*		*2021*		*2023*		*2022*			*2023*			*2022*

Revenue	$	25,249,600		$	23,419,291	$	41,542,547	$	38,817,509	$	25,117,284	$	22,259,041		$	47,933,069		$	43,304,924

Net (Loss) Income Attributable to Common Stockholders	$	(10,436,006	)	$	10,808,261	$	5,866,587	$	95,429,755
Net Income (Loss) Attributable to Common Stockholders										$	1,806,802	$	(11,016,934	)	$	(1,514,352	)	$	6,466,126

Basic Net (Loss) Income per Share	$	(0.35	)	$	0.37	$	0.20	$	3.35
Basic Net Income (Loss) per Share										$	0.06	$	(0.37	)	$	(0.05	)	$	0.22

Diluted Net (Loss) Income per Share	$	(0.35	)	$	0.37	$	0.20	$	3.34
Diluted Net Income (Loss) per Share										$	0.06	$	(0.37	)	$	(0.05	)	$	0.22

Basic Weighted Average Class A and Class B Common Shares Outstanding		29,698,361			29,421,500		29,698,361		28,474,872		31,225,719		29,698,361			30,876,835			29,698,361

Diluted Weighted Average Class A and Class B Common Shares Outstanding		29,698,361			29,492,765		29,761,369		28,545,034		31,281,828		29,698,361			30,876,835			29,761,369

The information included in the pro forma amounts is derived from historical information obtained from the sellers of the businesses.

1920

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BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

NOTE 7. INTANGIBLE ASSETS

Intangible assets consist of the following:

	*June 30, 2022*							*December 31, 2021*							*June 30, 2023*								*December 31, 2022*
			*Accumulated*							*Accumulated*							*Accumulated*								*Accumulated*
	*Cost*		*Amortization*			*Balance*		*Cost*		*Amortization*			*Balance*		*Cost*		*Amortization*			*Balance*		��	*Cost*		*Amortization*			*Balance*

Customer relationships	$	66,520,977	$	(25,621,813	)	$	40,899,164	$	49,535,976	$	(23,611,856	)	$	25,924,120	$	70,023,231	$	(30,734,428	)	$	39,288,803		$	69,052,231	$	(28,141,423	)	$	40,910,808
Permits, licenses, and lease acquisition costs		12,457,057		(3,941,444	)		8,515,613		11,560,896		(3,413,876	)		8,147,020		11,729,570		(5,015,154	)		6,714,416			11,724,308		(4,479,482	)		7,244,826
Site location		849,347		(278,164	)		571,183		849,347		(250,085	)		599,262		849,347		(334,787	)		514,560			849,347		(306,708	)		542,639
Noncompetition agreements		626,000		(535,861	)		90,139		626,000		(488,134	)		137,866		626,000		(612,369	)		13,631			626,000		(578,500	)		47,500
Technology		1,128,000		(360,343	)		767,657		1,128,000		(311,250	)		816,750		1,128,000		(459,343	)		668,657			1,128,000		(410,250	)		717,750
Trade names and trademarks		11,152,200		(793,019	)		10,359,181		3,852,200		(590,575	)		3,261,625		11,152,200		(1,382,749	)		9,769,451			11,152,200		(1,089,892	)		10,062,308
Nonsolicitation agreement		28,000		(28,000	)		0		28,000		(28,000	)		0		103,000		(28,942	)		74,058			28,000		(28,000	)		-
Capitalized contract costs		1,146,600		(68,823	)		1,077,777		1,018,600		(16,717	)		1,001,883		2,452,500		(250,435	)		2,202,065			1,869,350		(151,034	)		1,718,316
Easements		5,637,986		0			5,637,986		5,463,526		0			5,463,526
Indefinite lived intangibles																7,085,135		-			7,085,135			7,097,895		-			7,097,895

Total	$	99,546,167	$	(31,627,467	)	$	67,918,700	$	74,062,545	$	(28,710,493	)	$	45,352,052	$	105,148,983	$	(38,818,207	)	$	66,330,776		$	103,527,331	$	(35,185,289	)	$	68,342,042

Future Amortization

The future amortization associated with the intangible assets is as follows:

	*June 30,*														*June 30,*
	*2023*		*2024*		*2025*		*2026*		*2027*		*Thereafter*		*Total*		*2024*		*2025*		*2026*		*2027*		*2028*		*Thereafter*		*Total*

Customer relationships	$	4,969,599	$	4,969,599	$	4,969,599	$	4,969,599	$	4,960,450	$	16,060,318	$	40,899,164	$	5,287,458	$	5,287,458	$	5,287,458	$	5,278,308	$	5,246,074	$	12,902,047	$	39,288,803
Permits, licenses, and lease acquisition costs		1,153,286		1,153,286		1,152,535		1,124,324		1,098,936		2,833,246		8,515,613		1,080,537		1,079,786		1,051,575		1,026,188		998,288		1,478,042		6,714,416
Site location		56,623		56,623		56,623		56,623		56,623		288,068		571,183		56,623		56,623		56,623		56,623		56,623		231,445		514,560
Noncompetition agreements		76,459		13,339		341		0		0		0		90,139		13,290		341		-		-		-		-		13,631
Technology		99,000		99,000		99,000		99,000		99,000		272,657		767,657		99,000		99,000		99,000		99,000		99,000		173,657		668,657
Trade names and trademarks		590,567		590,567		590,567		590,567		558,383		7,438,530		10,359,181		590,567		590,567		590,567		558,383		525,667		6,913,700		9,769,451
Nonsolicitation agreement																25,000		25,000		24,058		-		-		-		74,058
Capitalized contract costs		114,660		114,660		114,660		114,660		114,660		504,477		1,077,777		245,250		245,250		245,250		245,250		245,250		975,815		2,202,065

Total	$	7,060,194	$	6,997,074	$	6,983,325	$	6,954,773	$	6,888,052	$	27,397,296	$	62,280,714	$	7,397,725	$	7,384,025	$	7,354,531	$	7,263,752	$	7,170,902	$	22,674,706	$	59,245,641

Amortization expense for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022 was ~~$2,916,966~~$3,632,910 and ~~$2,370,709,~~$2,916,966, respectively.

2021

Table of Contents

BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

NOTE 7. INTANGIBLE ASSETS (Continued)

~~The~~As of June 30, 2023, the weighted average amortization period, in months, for intangible assets is as follows:

Customer relationships			9989
Permits, licenses, and lease acquisition costs			8975
Site location			~~121~~109
Noncompetition agreements			122
Technology			9381
Trade names and trademarks			~~210~~198
Nonsolicitation agreement			36
Capitalized contract costs			~~113~~108

NOTE 8. INVESTMENTS, INCLUDING INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Short-term Investments

Short-term investments consist of ~~certificates of deposit,~~ U.S. Treasury securities, notes receivable, and common stock warrants. The U.S. Treasury securities are held by UCS, classified as held to maturity, mature in less than twelve months, and are reported at amortized cost which approximates fair value. Our common stock warrants of Sky Harbour Group Corporation are measured at fair value, with any unrealized holding gains and losses during the period included in earnings.

	*June 30,*		*December 31,*		*June 30,*		*December 31,*
	*2022*		*2021*		*2023*		*2022*

Certificates of deposit	$	310,740	$	310,276
U.S. Treasury notes held to maturity		4,770,912		4,418,719	$	7,624,876	$	4,757,224
Notes receivable						1,608,100		-
Common stock warrants of Sky Harbour Group Corporation		3,473,901		0		2,393,131		1,531,604

Total	$	8,555,553	$	4,728,995	$	11,626,107	$	6,288,828

Marketable Equity Securities

Our marketable equity securities are publicly traded stocks measured at fair value using quoted prices for identical assets in active markets and classified as Level 1 within the fair value hierarchy. Our marketable equity securities are held by UCS and Boston Omaha. Marketable equity securities as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 are as follows:

Gross

Unrealized

Fair

Cost

Gain (Loss)

Value

Marketable equity securities, June 30, 2022
$ 12,581,197 $ 8,726,396 $ 21,307,593

Marketable equity securities, December 31, 2021
$ 20,893,647 $ 49,723,850 $ 70,617,497

			*Gross*
			*Unrealized*			*Fair*
	*Cost*		*Gain (Loss)*			*Value*

Marketable equity securities, June 30, 2023	$	2,302,270	$	(263,111	)	$	2,039,159

Marketable equity securities, December 31, 2022	$	9,665,100	$	(896,162	)	$	8,768,938

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BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

NOTE 8. INVESTMENTS, INCLUDING INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (Continued)

U.S. Treasury Trading Securities

We classify our investments in debt securities that are bought and held principally for the purpose of selling them in the near term as trading securities. Our debt securities classified as trading are carried at fair value in the consolidated balance sheets, with the change in fair value during the period included in earnings. Interest income is recognized at the coupon rate. As of June 30, 2023 our U.S. Treasury trading securities include $25,359,574 held by funds consolidated by BOAM that are not available for Boston Omaha's general liquidity needs.

Debt securities classified as trading as of June 30, ~~2022~~2023 and December 31, ~~2021~~2022 are as follows:

Gross

Unrealized

Fair

Cost

Gain (Loss)

Value

U.S. Treasury trading securities, June 30, 2022
$ 40,829,504 $ (269,439 ) $ 40,560,065

U.S. Treasury trading securities, December 31, 2021
$ 87,541,764 $ 3,140 $ 87,544,904

			*Gross*
			*Unrealized*			*Fair*
	*Cost*		*Gain (Loss)*			*Value*

U.S. Treasury trading securities, June 30, 2023	$	69,498,769	$	(8,221	)	$	69,490,548

U.S. Treasury trading securities, December 31, 2022	$	33,888,165	$	(367,764	)	$	33,520,401

Long-term Investments

Long-term investments consist of U.S. Treasury securities held to maturity and certain equity investments. We have the intent and the ability to hold the U.S. Treasury securities to maturity, ~~which ranges from~~ ~~2023~~ tooccurring in fiscal 2024. Our U.S. Treasury securities are stated at amortized cost which approximates fair value and are held by UCS.

~~Long-term investments consist of the following:~~

June 30,

December 31,

2022

2021

U.S. Treasury securities, held to maturity
$ 1,972,606 $ 154,265
Preferred stock
104,019 104,019
Voting common stock of CB&T Holding Corporation
19,058,485 19,058,485

Total
$ 21,135,110 $ 19,316,769

~~Table of Contents~~

BOSTON OMAHA CORPORATION
and SUBSIDIARIES

~~Notes to Unaudited Consolidated Financial Statements~~

~~For the Six Months Ended~~ ~~June 30, 2022~~ ~~and~~ ~~2021~~

~~NOTE~~ 8.~~INVESTMENTS, INCLUDING INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD~~ ~~(Continued)~~

EquityInvestments

During May 2018, we invested $19,058,485 in voting common stock of CB&T Holding Corporation, which we refer to as “CB&T,” the privately held parent company of Crescent Bank & Trust. Our investment represents 15.60% of CB&T’s outstanding common stock. CB&T is a closely held corporation, whose majority ownership rests with one family.

During January 2018, we exchanged our convertible note receivable from Breezeway Homes, Inc., which we refer to as “Breezeway,” for 31,227 shares of preferred stock. The preferred stock is noncumulative and has a dividend rate of $.2665 per share, should dividends be declared. The preferred stock has one vote per share and is convertible into whole shares of common stock, determined according to the conversion formula contained in Breezeway’s amended and restated articles of incorporation. In addition, our investment provides us with a multi-year right to sell insurance and/or warranty products through Breezeway's software platform to its customers.

	*June 30,*		*December 31,*
	*2023*		*2022*

U.S. Treasury securities held to maturity	$	4,751,068	$	6,729,457
Investments in special purpose entities		45,570,778		-
Preferred stock		348,694		348,694
Voting common stock of CB&T Holding Corporation		19,058,485		19,058,485

Total	$	69,729,025	$	26,136,636

We reviewed our investments as of June 30, ~~2022~~2023 and concluded that 0no impairment to the carrying value was required.

Table of Contents

BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, 2023 and 2022

NOTE 8.INVESTMENTS, INCLUDING INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (Continued)

Investment in Unconsolidated Affiliates

We have various investments in equity method affiliates, whose businesses are in real estate, real estate services, and private aviation ~~infrastructure, and asset management. Our interest in these affiliates ranges from approximately 16~~% ~~to 30%. Two~~infrastructure. One of the investments in affiliates, Logic Real Estate Companies, LLC, which we refer to as ~~“Logic”, and~~ ~~24th~~ ~~Street Holding Company, LLC, having a combined carrying amount of $801,828 as of~~ ~~June 30, 2022~~~~, are~~“Logic, is managed by an entity controlled by a member of our board of directors.

~~Dream Finders Homes, Inc.~~

~~In late~~ ~~December 2017,~~ we invested $10 million in non-voting common units of Dream Finders Holdings LLC, which we refer to as “DFH”, the parent company of Dream Finders Homes, LLC, a national home builder with operations in Colorado, Florida, Georgia, Maryland, North Carolina, South Carolina, Texas and northern Virginia. During the ~~first~~ ~~quarter of~~ ~~2020,~~ we obtained additional non-voting shares of DFH which increased our ownership in the company to approximately 5.6%. As a result, we began applying the equity method of accounting for our investment in DFH prospectively from ~~January 1, 2020,~~ ~~the date we obtained the additional shares.~~

On ~~January 20, 2021,~~ Dream Finders Homes, Inc. announced the pricing of its initial public offering of 9,600,000 shares of Class A common stock at the initial public offering price of $13.00 per share. Shares of Class A common stock began trading on the NASDAQ Global Select Market under the symbol “DFH” on Thursday, ~~January 21, 2021.~~ Concurrent with the closing of the initial public offering, all of the outstanding non-voting common units and Series A preferred units of DFH were converted into shares of Class A common stock of Dream Finders Homes, Inc., and all of the outstanding common units of DFH LLC were converted into shares of Class B common stock of Dream Finders Homes, Inc. As a result, our previous equity interest in DFH was converted into 4,681,099 shares of DFH Class A common stock, which are no ~~longer accounted for under the equity method but marked to market each reporting period consistent with the other publicly traded equity securities we hold. In addition,~~ ~~one~~ ~~of our subsidiaries purchased 120,000 shares of DFH Class A common stock at $13.00 per share in the initial public offering. At~~ ~~June 30, 2022~~~~, we held 1,096,744 shares of DFH Class A common stock.~~

24th Street Fund I & 24th Street Fund II

~~During~~On ~~2020,~~May 1, 2023, ~~we invested a total~~our subsidiary, Boston Omaha Asset Management, LLC, acquired 100% of ~~$6,000,000~~the membership interests in~~two~~ ~~funds,~~ ~~24th~~ ~~Street Fund I, LLC, and~~ ~~24th~~ ~~Street Fund II, LLC, that are managed by~~ 24th Street Asset Management LLC ("24th Street"), a ~~subsidiary~~Delaware limited liability company, from the members of 24th Street ~~Holding Company, LLC, which~~other than BOAM, for cash and BOC Class A common stock for a total purchase price of $5,016,494 in the aggregate. Prior to the transaction, BOAM indirectly owned 48% of the membership interests of 24th Street. The consideration consisted of $2,759,072 in cash at closing, an additional $1,254,102 in cash subject to holdback, and 45,644 shares of BOC Class A common stock.

In connection with the acquisition, we ~~currently own~~recognized a non-cash gain of approximately ~~49.9%~~$4,600,000 related to the remeasurement of ~~both directly and indirectly through~~ our ~~ownership~~previously-held interest in ~~Logic.~~24th Street Asset Management. The ~~funds focus on opportunities~~gain is included within ~~secured lending and direct~~‘Equity in income of unconsolidated affiliates’ in our Consolidated Statements of Operations.

Each of the 24th Street Funds' hold investments in ~~commercial~~special purpose entities whose primary assets are real ~~estate.~~estate property. We include the 24th Street Funds’ investment in special purpose entities within long-term investments in our consolidated balance sheets. Also as a result of the transaction, we began consolidating 24th Street and the 24th Street Funds, for which 24th Street serves as general partner.

Sky Harbour Group Corporation

In October 2020, our subsidiary BOC Yellowstone LLC, served as sponsor for the underwritten initial public offering of a special purpose acquisition company named Yellowstone Acquisition Company. Yellowstone sold in its public offering 13,598,898 units at a price of $10.00 per unit, each unit consisting of one share of Class A common stock and a redeemable warrant to purchase one-half of a share of Class A common stock at an exercise price of $11.50 per share. Between August and November 2020, we invested, through BOC Yellowstone, approximately $7.8 million through the purchase of 3,399,724 shares of Class B common stock and 7,719,779 non-redeemable private placement warrants, each warrant entitling us to purchase one share of Class A common stock at $11.50 per share. BOC Yellowstone, as the sponsor of Yellowstone and under the terms of the public offering, owned approximately 20% of Yellowstone's issued and outstanding common stock. The purpose of the offering was to pursue a business combination in an industry other than the three industries in which we currently own and operate businesses: outdoor advertising, surety insurance, and broadband services businesses. The Units were sold at a price of $10.00 per unit, generating gross proceeds to Yellowstone of $125,000,000, and traded on the NASDAQ Stock Market, LLC under the ticker symbol “YSACU”. After the securities comprising the units began separate trading, the shares of Class A common stock and warrants were listed on NASDAQ under the symbols “YSAC” and “YSACW,” respectively.

On August 1, 2021, Yellowstone entered into a business combination agreement with Sky Harbour LLC (“SHG”), a developer of private aviation infrastructure focused on building, leasing and managing business aviation hangars. On September 14, 2021, our subsidiary BOC YAC Funding LLC completed the previously-announced investment of $55 million in Series B Preferred ~~units~~Units of ~~Sky Harbour LLC, which~~SHG. In addition to our $55 million investment, we ~~refer~~also agreed to ~~as “SHG.” Following~~provide SHG an additional $45 million through the ~~business combination between~~purchase of additional shares of Yellowstone ~~Acquisition Company and SHG which occurred on~~Class A common stock at a price of $10 per share through a private placement investment (“PIPE”).

On January 25, 2022, ~~these units converted into 5,500,000 shares~~Yellowstone completed the previously announced proposed business combination with SHG following stockholder approval. As a result, SHG became a consolidated subsidiary of Yellowstone and Yellowstone was renamed Sky Harbour Group Corporation, which we refer to as "Sky Harbour",. In connection with the business combination, our Series B Preferred Units of SHG converted into 5,500,000 shares of Sky Harbour Group Class A common stock at a price of $10 per share. Also, in connection with the business combination, we entered into a subscription agreement with Sky Harbour, pursuant to which Sky Harbour sold to us 4,500,000 shares of Class A common stock at a price of $10 per share, for total cash consideration of ~~$45,000,000. See further discussion~~$45 million.

During the first quarter of fiscal 2022, we recognized a non-cash gain of $24,977,740 related to our deconsolidation of Yellowstone, which is included within ~~Note~~other income on our Consolidated Statement of Operations. Of the total gain recognized on deconsolidation, approximately $10,000,000 relates to the remeasurement of our retained investment in Sky Harbour via the Sponsor shares, Series B Preferred Units, and PIPE investment, each of which converted into shares of Sky Harbour's Class A common stock on the transaction date, and approximately $15,000,000 relates to the deconsolidation of Yellowstone's assets and liabilities as of the transaction date. The fair value of our retained investment at the deconsolidation date was measured based upon the observable trading price of Sky Harbour's Class A common stock. Subsequent to the business combination, we account for our 22.95% equity investment in Sky Harbour, comprised of 13,118,474 shares of Class A common stock, under the equity method.

All the shares of Sky Harbour Class A common stock and Sky Harbour Warrants to purchase Class A common stock that we hold have been registered under the Securities Act. However, our ability to resell any significant portion of these shares is limited by both the large number of shares and warrants we hold relative to the average trading volume of these securities as well as blackout periods which ~~17.~~may prevent us from selling shares as one of our Co-Chief Executive Officers serves on Sky's Board of Directors. The terms of the Sky Harbour business combination prohibited us from selling any of our securities in Sky Harbour prior to January 25, 2023 and has since expired. If our investment in Sky Harbour's Class A common stock was accounted for at fair value based on its quoted market price as of June 30, 2023, it would be valued at approximately $62,000,000.

We have evaluated our investment in Sky Harbour as of June 30, 2023, and determined that there was not an other-than-temporary impairment. Our conclusion was based on several contributing factors, including: (i) our assessment that the underlying business and financial condition of Sky Harbour is favorable; (ii) the period of time for which the fair value has been less than the carrying value, (iii) the recovery of Sky Harbour's stock price for a period of time during the firstsix months of 2023, and (iv) our ability and intent to hold the investment. We will continue to review our investment in Sky Harbour for an other-than-temporary impairment on a quarterly basis or upon the occurrence of certain events. If Sky Harbour's stock price drops below our carrying value of $7.78 per share for a sustained period of time, it will likely result in an impairment of our investment. There may also be a future impairment of our investment if our expectations about Sky Harbour's prospective results of operations and cash flows decline, which could be influenced by a variety of factors including adverse market conditions.

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BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

NOTE 8. INVESTMENTS, INCLUDING INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (Continued)

The following table is a reconciliation of our investments in equity affiliates as presented in investments in unconsolidated affiliates on our consolidated balance sheets, together with combined summarized financial data related to the unconsolidated affiliates:

	*June 30,*			*December 31,*			*June 30,*			*December 31,*
	*2022*			*2021*			*2023*			*2022*

Beginning of period	$	61,660,905		$	20,913,896
Additional investment in unconsolidated affiliate		45,000,000			55,000,000
Beginning of year							$	118,218,389		$	61,660,905
Additional investments in unconsolidated affiliates								-			45,094,500
Distributions received		(303,117	)		(2,251,766	)		(207,641	)		(642,511	)
Reclassification of marketable securities to investment in affiliate		23,483			0			-			23,483
Reclassification of investment in affiliate to marketable securities		0			(12,880,146	)
Transfer of interest		(625,498	)		0			-			(625,498	)
Gain on retained interest of deconsolidated affiliate		10,010,090			0			-			10,010,090
Equity in (loss) income of unconsolidated affiliates		(1,288,964	)		878,921
Reclassification to consolidated subsidiaries								(15,892,491	)		-
Equity in income (loss) of unconsolidated affiliates								370,446			2,697,420

End of period	$	114,476,899		$	61,660,905		$	102,488,703		$	118,218,389

Combined summarized financial data for these affiliates is as follows:

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2022

2021

2022

2021

Revenue
$ 6,791,305 $ 7,597,715 $ 13,404,132 $ 17,014,480
Gross profit
2,923,405 2,581,114 6,184,727 9,219,062
(Loss) income from continuing operations
(4,951,614 ) 1,567,702 (10,085,907 ) 7,588,415
Net income (loss)
10,313,901 1,647,927 (8,381,383 ) 1,194,456

~~Note Receivable from Affiliate~~

On ~~October 2, 2020,~~ we provided an unsecured term loan of $20,000,000 to Dream Finders Holdings, LLC to be used in expanding DFH's footprint in the Southeast United States. The effective interest rate on the term loan was approximately 14% with a scheduled maturity of ~~May 1, 2021.~~ ~~Monthly interest payments began on~~ ~~November 1, 2020~~ ~~and were scheduled to continue on the~~ ~~first~~ ~~day of each month until~~ ~~May 1, 2021.~~ On ~~January 25, 2021,~~ ~~DFH repaid the note receivable in full including the future scheduled interest payments prior to the maturity of the note. The total prepayment, including future scheduled interest, was~~ ~~$20,567,776.~~

	*For the Three Months Ended*						*For the Six Months Ended*
	*June 30,*						*June 30,*
	*2023*			*2022*			*2023*			*2022*

Revenue	$	3,397,876		$	6,791,305		$	7,046,638		$	13,404,132
Gross profit		2,626,275			2,923,405			5,643,331			6,184,727
Loss from continuing operations		(4,582,600	)		(4,951,614	)		(9,448,410	)		(10,085,907	)
Net (loss) income		(1,461,670	)		10,313,901			(7,447,438	)		(8,381,383	)

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BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

NOTE 9. FAIR VALUE

The fair value hierarchy prioritizes inputs to valuation techniques used to measure fair value into three broad levels:

Level 1 — Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs other than quoted prices in active markets that are observable either directly or indirectly, including: quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Unobservable inputs that are supported by little or no market data and require the reporting entity to develop its own assumptions.

At June 30, ~~2022~~2023 and December 31, ~~2021~~2022, our financial instruments included cash, cash equivalents, receivables, marketable securities, investments, accounts payable, and long-term debt. The carrying value of cash, cash equivalents, receivables, and accounts payable approximates fair value due to the short-term nature of the instruments. The fair value of long-term debt is estimated using quoted prices for similar debt (level 2 in the fair value hierarchy). At June 30, ~~2022~~2023, the estimated fair value of our long-term debt was ~~$28,056,205~~ $25,702,584 which is less than the carrying amount of ~~$29,247,217.~~$27,732,841.

Warrants

We ~~have~~previously determined that the Public Warrants issued in connection with Yellowstone's initial public offering in October 2020 ~~are~~were subject to treatment as a liability. Prior to the deconsolidation of Yellowstone which occurred on January 25, 2022, we marked the Public Warrants to market based upon their observable trading price with changes in fair value recognized in the statement of operations. Our re-measurement of the Public Warrants from January 1, 2022 to January 25, 2022 ~~and~~ ~~January 1, 2021~~ to ~~June 30, 2021,~~ resulted in a gain of $1,837,211, ~~and $3,059,752, respectively,~~ which is included within "Remeasurement of warrant liability" within our Consolidated Statements of Operations. ~~The Public Warrants were classified as Level~~ 1 ~~as of~~ ~~December 31, 2021~~.

Following the business combination between Yellowstone Acquisition Company and SHG which occurred on January 25, 2022, we no longer eliminate our investment in the Private Placement Warrants. Our Private Placement warrants related to Sky Harbour are considered level 2 and measured at fair value using observable inputs for similar assets in an active market. Our re-measurement of the Private Placement Warrants from January 1, 2023 to June 30, 2023, and January 25, 2022 to June 30, 2022, resulted in a gain of $861,527 and a loss of $771,978, respectively, which are included within Other investment ~~(loss)~~ income within our Consolidated Statements of Operations.

24th Street Asset Management: Fund I & Fund II Special Purpose Entities

We report fund investments on our consolidated balance sheets at their estimated fair value, with gains (losses) resulting from changes in fair value reflected within ‘Other investment income’ in the accompanying consolidated statements of operations. Each of the 24th Street Funds' investments in special purpose entities invested in real estate are categorized in Level 3 of the fair value hierarchy. The primary asset held by each special purpose entity is real estate property, for which management obtains third-party appraisals. As of June 30, 2023, the aggregate fair value of the 24th Street Funds' investments in special purpose entities was approximately $46,000,000. A comparable sales approach was used to value the underlying real estate property, which included observable market transactions.

Marketable Equity Securities

On an investment life-to-date basis, we have realized net gains on the sale of equity securities within the marketable equity portfolio held at Boston Omaha of approximately ~~$73,000,000. Of this amount, approximately $27,000,000 and $3,000,000 were realized during the~~ ~~six~~ ~~months ended~~ ~~June 30, 2022~~ ~~and~~ ~~2021~~~~, respectively.~~$84,000,000. These amounts exclude any realized gains on equity securities held within the marketable equity portfolio managed by UCS.

~~Contingent Consideration associated with Business Combination~~Sky Harbour Group Corporation Class A common stock

~~The contingent consideration recorded~~We account for our 22.95% equity interest in ~~conjunction with~~Sky Harbour, comprised of 13,118,474 shares of Class A common stock, under the equity method. If our ~~acquisition of ACS as discussed further~~investment in ~~Note~~ 6Sky Harbour's Class A common stock was ~~classified as Level~~ 3 ~~in the~~accounted for at fair value ~~hierarchy~~based on its quoted market price as ~~the calculation is dependent upon projected company specific inputs using a Monte Carlo simulation. Changes in the estimated fair value~~ of ~~the contingent consideration liability are reported in earnings for the respective period.~~June 30, 2023, it would be valued at approximately $62,000,000.

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BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

NOTE 9. FAIR VALUE (Continued)

Marketable Equity Securities, U.S. Treasury Trading Securities, and Corporate Bonds

Marketable equity securities and U.S. Treasury trading securities are reported at fair values. Substantially all of the fair value is determined using observed prices of publicly traded securities, level 1 in the fair value hierarchy.

Total Carrying Amount in Consolidated Balance Sheet June 30, 2022

Quoted Prices in Active Markets for Identical Assets

Realized Gains and (Losses)

Total Changes in Fair Values Included in Current Period Earnings (Loss)

Marketable equity securities and U.S. Treasury trading securities
$ 61,867,658 $ 61,867,658 $ (1,108,834 ) $ (12,437,428 )

	*Total Carrying Amount in Consolidated Balance Sheet June 30, 2023*		*Quoted Prices in Active Markets for Identical Assets*		*Realized Gains and (Losses)*		*Total Changes in Fair Values Included in Current Period Earnings (Loss)*

Marketable equity securities and U.S. Treasury trading securities	$	71,529,707	$	71,529,707	$	497,231	$	1,181,956

NOTE 10. ASSET RETIREMENT OBLIGATIONS

Our asset retirement obligations include the costs associated with the removal of structures, resurfacing of the land and retirement cost, if applicable, related to our outdoor advertising and broadband assets. The following table reflects information related to our asset retirement obligations:

Balance, December 31, 2021	$	3,162,725
Balance, December 31, 2022			$	3,569,580
Additions		29,756		-
Liabilities settled		0		-
Accretion expense		100,856		107,646

Balance, June 30, 2022	$	3,293,337
Balance, June 30, 2023			$	3,677,226

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BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

NOTE 11. CAPITAL STOCK

On ~~May 28, 2020,~~ we entered into an underwriting agreement, which we refer to as the “underwriting agreement,” with Wells Fargo Securities, LLC and Cowen and Company, LLC, as joint lead book-running managers for a public offering of 3,200,000 shares, which we refer to as the “firm shares,” of our Class A common stock at a public offering price of $16.00 per share. Under the terms of the underwriting agreement, we granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 480,000 shares of Class A common stock at the public offering price less underwriting discounts and commissions, which we refer to as the “option shares.” Adam Peterson and Alex Rozek, our Co-Chairmen, together with another member of our board of directors and another employee, purchased, directly or through their affiliates, an aggregate of 39,375 shares of Class A common stock in the offering at the public offering price. On ~~June 2, 2020,~~ we announced the completion of the public offering for a total of 3,680,000 shares, including both the firm shares and all of the option shares issued as a result of the underwriters’ exercise in full of their over-allotment option, resulting in total gross proceeds to us of approximately $58.9 million. We raised this capital to fund the planned expansion of our recently acquired fiber-to-the-home broadband, telecommunication business, to seek to grow our Link billboard business through the acquisitions of additional billboard businesses, and for general corporate purposes. We did ~~not~~ have current agreements, commitments or understandings for any specific material acquisitions at that time. The shares were sold in the offering pursuant to the Company’s shelf registration statement on Form S-3 ~~(File~~ ~~No.~~~~333~~-~~222853~~~~) that was declared effective on~~ ~~February 9, 2018,~~ ~~as supplemented by a prospectus supplement dated~~ ~~May 28, 2020.~~

On ~~March 30, 2021,~~April 25, 2022, we filed a new ~~shelf registration statement on Form S-~~~~3ASR~~ ~~(Registration~~ ~~No.~~~~333~~-~~254870~~)~~which was effective upon filing with the SEC. This shelf registration expired in~~ ~~March 2022.~~

On ~~April 25,~~ ~~2022,~~ ~~we filed a~~ shelf registration statement on Form S-3 (File No. 333-264470) that was declared effective on May 11, 2022, relating to the offering of Class A common stock, preferred stock, par value $0.001 per share, which we refer to as “preferred stock,” debt securities and warrants of the Company for up to $500,000,000. Additionally, in the 2022 ~~shelf registration statement,~~Shelf Registration Statement, we have registered for resale up to 8,297,093 shares of Class A common stock acquired in 2018 or earlier in private placements in accordance with the terms of a 2018 registration rights agreement. We will not receive any proceeds from the sale of Class A common stock by the selling shareholders. ~~Currently, the~~The selling stockholders are the Massachusetts Institute of Technology, or ~~“MIT”,~~“MIT,” as well as 238 Plan Associates LLC, an MIT pension and benefit fund and a limited partnership holding our Class A common stock for the economic benefit of MIT.No ~~officer or director has any beneficial interest in any shares eligible for resale by the selling shareholders.~~ We may, from time to time, in one or more offerings, offer and sell Class A common stock or preferred stock, various series of debt securities and/or warrants. We or any selling security holders may offer these securities from time to time in amounts, at prices and on terms determined at the time of offering. We may sell these securities to or through one or more underwriters, dealers or agents or directly to purchasers on a delayed or continuous basis. Unless otherwise set forth in an applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities that we offer for general corporate purposes, including, but not limited to, financing our existing businesses and operations, and expanding our businesses and operations through additional hires, strategic alliances, and acquisitions. Unless otherwise set forth in a prospectus supplement, we will not receive any proceeds from the sale of securities by any selling stockholders.

On December 8, 2022, we entered into an "at the market" equity offering program (the “ATM Program”) pursuant to a Sales Agreement (the “Sales Agreement”) by and between us and WFS. This ATM Program is consistent with our historical practice of having available to management the option to issue stock from time to time in order to continue to fund the growth of our fiber-to-the-home broadband business, acquire additional billboards, and make other such investments in assets as needed to seek to grow intrinsic value per share. Our general preference is always to have options available to us from a capital allocation perspective which includes, but is not limited to, having a regularly filed ATM program. Pursuant to the terms of the Sales Agreement, we may sell, from time to time, shares of our Class A common stock, with an aggregate sales price of up to $100,000,000 through WFS, in transactions that are deemed to be “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”).

Upon delivery of a placement notice (a “Placement Notice”) and upon the terms and subject to the conditions of the Sales Agreement, WFS will use reasonable efforts consistent with its normal trading and sales practices, applicable laws and the rules of the New York Stock Exchange (“NYSE”) to sell the shares of Class A common stock from time to time based upon our instructions for the sales, including price, time, or size limits specified, and otherwise in accordance with, the terms of such Placement Notice. Pursuant to the Sales Agreement, WFS may sell shares of Class A commons stock by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made through the NYSE or on any other existing trading market for the Class A common stock. Notwithstanding the foregoing, WFS may not purchase shares of Class A common stock for its own account as principal unless expressly authorized to do so by the Company.

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BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

NOTE 11. CAPITAL STOCK (Continued)

OnWe intend to use the net proceeds from the ATM Program, after deducting WFS' commissions and our offering expenses, for general corporate purposes, which ~~April 6, 2021,~~may include financing our existing businesses and operations, and expanding our businesses and operations through additional acquisitions and minority investments, and additional hires. Such expansion may include future billboard acquisitions, broadband acquisitions, acquisitions of surety insurance companies and other growth of the Company's insurance activities, additional investments in real estate management, homebuilding and other real estate service businesses, additional investments in subprime automobile lending, and acquisitions of other businesses. We have not determined the amount of net proceeds to be used for any specific purpose, and management will retain broad discretion over the allocation of net proceeds. While the Company has no current agreements, commitments or understandings for any specific acquisitions at this time, it may use a portion of the net proceeds for these purposes.

From January 1, 2023 through June 30, 2023, we sold ~~2,645,000~~1,532,065 shares of our Class A common stock ~~par value~~ ~~$.001~~ ~~per share, at a price of $25.00 per share, of which 2,345,000 shares were sold by us through Wells Fargo Securities acting as~~under the sole book running manager of the public offering. Shares sold included 345,000 shares issued as a result of the underwriters’ exercise in full of their option to purchase additional shares, and 300,000 shares were sold by a selling stockholder. The offering resulted in totalATM Program for gross proceeds ~~to us~~ of ~~$58,625,000. We did~~ ~~not~~ ~~receive any of the proceeds from the sale of shares by the selling stockholder. The compensation to Wells Fargo Securities for~~$37,526,663. For sales of Class A common stock ~~sold~~by WFS, we paid WFS a commission at a rate of 3% of the gross sales price per share. In addition, we have agreed to pay certain expenses incurred by WFS in connection with the offering. We have no obligation to sell any shares under the Sales Agreement and may at any time suspend the offering of the ATM Program under the Sales Agreement. The Sales Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which we and WFS have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The ATM Program pursuant to the Sales Agreement ~~was~~will automatically terminate upon the issuance and sale of all the shares through WFS in an aggregate amount ~~equal~~of $100,000,000. We also have the right to ~~5.5% of~~terminate the ~~gross proceeds. Net proceeds~~ATM Program with WFS upon notice to us after underwriting commissions were $55,400,625. Other offering costs incurred were $133,169. The shares were sold in the offering pursuant to an automatically effective shelf registration statement that was filed with the SEC on ~~March 30, 2021.~~WFS without penalty.

At June 30, ~~2022~~2023, there were 104,772 outstanding warrants for our Class B common stock and 784 outstanding warrants for our Class A common stock. Each share of Class B common stock is identical to ~~the~~ Class A common stock in liquidation, dividend and similar rights. The only differences between our Class B common stock and our Class A common stock is that each share of Class B common stock has 10 votes for each share held, while the Class A common stock has a single vote per share, and certain actions cannot be taken without the approval of the holders of the Class B common stock.

A summary of warrant activity ~~For~~for the ~~Six Months Ended~~six months ended June 30, ~~2022~~2023 is presented in the following table.

	*Shares Under Warrants*		*Weighted Average Exercise Price*		*Weighted Average Remaining Contractual Life (in years)*		*Aggregate Intrinsic Value of Vested Warrants*		*Shares Under Warrants*		*Weighted Average Exercise Price*		*Weighted Average Remaining Contractual Life (in years)*		*Aggregate Intrinsic Value of Vested Warrants*

Outstanding as of December 31, 2021		105,556	$	9.95		3.50	$	1,982,342
Outstanding as of December 31, 2022										105,556	$	9.95		2.50	$	1,746,952

Issued		0								-
Exercised		0								-
Expired		0								-

Outstanding as of June 30, 2022		105,556	$	9.95		3.00	$	1,129,449
Outstanding as of June 30, 2023										105,556	$	9.95		2.00	$	936,282

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BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

NOTE 12. LONG-TERM DEBT

On August 12, 2019, Link Media Holdings, Inc., (“Link”), a wholly owned subsidiary of Boston Omaha Corporation (“BOC”), which owns and operates BOC’s billboard businesses, entered into a Credit Agreement (the “Credit Agreement”) with First National Bank of Omaha (the “Lender”) under which Link could borrow up to ~~$23,560,000 under the term loan portion of the facility and $5,000,000 under the revolving credit line of the facility~~$40,000,000 (the “Credit Facility”). The Credit Agreement provides for an initial term loan (“Term Loan 1”), an incremental term loan (“Term Loan 2”) and a revolving line of credit. Link initially borrowed approximately $18,000,000 under Term Loan 1 and $5,500,000 under Term Loan 2. These loans are secured by all assets of Link and its operating subsidiaries, including a pledge of equity interests of each of Link’s subsidiaries. In addition, each of Link’s subsidiaries has joined as a guarantor to the obligations under the Credit Agreement. These loans are not guaranteed by BOC or any of BOC’s non-billboard businesses.

On December 6, 2021, Link entered into a Fourth Amendment to the Credit Agreement with the Lender which modified the original Credit Agreement by merging all outstanding principal amounts under both Term Loan 1 and Term Loan 2 into one term loan (the "Term Loan") having a fixed interest rate of 4.00% per annum, and increasing the total Term Loan borrowing limit to $30,000,000.

On May 31, 2022, Link entered into a Fifth Amendment to the Credit Agreement with the Lender which modified the Credit Agreement by extending the period of time under which Link may issue to BOC a cash dividend from January 31, 2022 to June 30, 2022 in the amount up to $8,125,000 in the aggregate.

On April 6, 2023, Link entered into a Sixth Amendment to Credit Agreement (the “Sixth Amendment”) with First National Bank of Omaha. The Sixth Amendment modifies the Credit Agreement to provide additional flexibility for Link in making "Investment Capital Expenditures" by no longer deducting expenditures which qualify as Investment Capital Expenditures from EBITDA in calculating the Consolidated Fixed Charge Coverage Ratio. As a result, only "Maintenance Capital Expenditures" shall be deducted from EBITDA in testing the Consolidated Fixed Charge Coverage Ratio. The amount of unfunded Investment Capital Expenditures (Investment Capital Expenditures other than expenditures funded by BOC) allowable during any test period shall not exceed the Investment Capital Expenditure Available Amount during such test period.

As of June 30, ~~2022~~2023, Link has borrowed $30,000,000 through the Term Loan under the Credit Facility. Principal amounts under the Term Loan are payable in monthly installments according to a ~~15-year~~25-year amortization schedule. Principal payments commenced on July 1, 2020 for amounts previously borrowed under Term Loan 1 and October 1, 2020 for amounts previously borrowed under Term Loan 2. The Term Loan is payable in full on December 6, 2028.

The revolving line of credit loan facility has a $5,000,000 maximum availability. Interest payments are based on the 30-day U.S. Prime Rate minus an applicable margin ranging between 0.65% and 1.15% dependent on Link’s consolidated leverage ratio. The revolving line of credit is due and payable on August 12, 2023.

Long-term debt included within our consolidated balance sheet as of June 30, ~~2022~~2023 consists of Term Loan borrowings of ~~$29,247,217,~~$27,732,841, of which ~~$1,514,042~~$798,297 is classified as current. There were 0no amounts outstanding related to the revolving line of credit as of June 30, ~~2022~~2023.

During the term of the Credit Facility, Link is required to comply with the following financial covenants: A consolidated leverage ratio for any test period ending on the last day of any fiscal quarter of Link (a) beginning with the fiscal quarter ended December 31, 2021 of not greater than 3.50 to 1.00, (b) beginning with the fiscal quarter ~~ending~~ended December 31, 2022 of not greater than 3.25 to 1.00, and (c) beginning with the fiscal quarter ending December 31, 2023 and thereafter, of not greater than 3.00 to 1.0, and a minimum consolidated fixed charge coverage ratio of not less than 1.15 to 1.00 measured quarterly, based on a rolling four quarters. The Company was in compliance with these covenants as of June 30, ~~2022~~2023.

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and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

NOTE 13. LEASES

We enter into operating lease contracts primarily for land and office space. Agreements are evaluated at inception to determine whether such arrangements contain a lease. Operating leases include land lease contracts and contracts for the use of office space.

Right of use assets, which we refer to as “ROU assets,” represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the respective lease term. Lease expense is recognized on a straight-line basis over the lease term.

Certain of our operating lease agreements include rental payments based on a percentage of revenue and others include rental payments adjusted periodically for inflationary changes. Percentage rent contracts, in which lease expense is calculated as a percentage of advertising revenue, and payments due to changes in inflationary adjustments are included within variable rent expense, which is accounted for separately from periodic straight-line lease expense.

Many of our leases entered into in connection with land provide options to extend the terms of the agreements. Generally, renewal periods are included in minimum lease payments when calculating the lease liabilities as, for most leases, we consider exercise of such options to be reasonably certain. As a result, optional terms and payments are included within the lease liability. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The implicit rate within our lease agreements is generally not determinable. As such, we use the incremental borrowing rate, which we refer to as "IBR," to determine the present value of lease payments at the commencement of the lease. The IBR, as defined in ASC 842, is "the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment."

Operating Lease Cost

Operating lease cost ~~for the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30~~ is as follows:

	*For the Three Months Ended*				*For the Six Months Ended*					*For the Three Months Ended*				*For the Six Months Ended*
	*June 30,*				*June 30,*					*June 30,*				*June 30,*
		*2022*		*2021*		*2022*		*2021*	*Statement of Operations Classification*	*2023*		*2022*		*2023*		*2022*		*Statement of Operations Classification*

Lease cost	$	2,035,349	$	1,773,596	$	3,972,445	$	3,521,229	Cost of billboard and broadband revenues and general and administrative	$	2,176,387	$	2,035,349	$	4,353,016	$	3,972,445	Cost of billboard revenues and general and administrative
Variable and short-term lease cost		670,658		185,100		1,001,686		282,146	Cost of billboard and broadband revenues and general and administrative		643,519		670,658		1,220,894		1,001,686	Cost of billboard revenues and general and administrative

Total Lease Cost	$	2,706,007	$	1,958,696	$	4,974,131	$	3,803,375		$	2,819,906	$	2,706,007	$	5,573,910	$	4,974,131

Supplemental cash flow information related to operating leases is as follows:

For the three Months Ended

For the Six Months Ended

June 30,

June 30,

2022

2021

2022

2021

Cash payments for operating leases
$ 2,145,370 $ 1,852,342 $ 4,078,892 $ 3,552,255
New operating lease assets obtained in exchange for
operating lease liabilities
$ 3,273,501 $ 350,182 $ 3,896,101 $ 7,903,992

~~Table of Contents~~

BOSTON OMAHA CORPORATION
and SUBSIDIARIES

~~Notes to Unaudited Consolidated Financial Statements~~

~~For the Six Months Ended~~ ~~June 30, 2022~~ ~~and~~ ~~2021~~

~~NOTE~~ 13. ~~LEASES~~ ~~(Continued)~~

~~Operating Lease Assets and Liabilities~~

June 30, 2022

December 31, 2021

Balance Sheet Classification

Lease assets
$ 63,280,745 $ 61,252,888
Other Assets: Right of use assets

Current lease liabilities
$ 4,952,033 $ 4,580,833
Current Liabilities: Lease liabilities
Noncurrent lease liabilities
57,604,457 56,032,547
Long-term Liabilities: Lease liabilities

Total Lease Liabilities
$ 62,556,490 $ 60,613,380

~~Maturity of Operating Lease Liabilities~~

June 30, 2022

2023
$ 7,626,250
2024
7,160,159
2025
6,706,577
2026
6,500,409
2027
6,089,156
Thereafter
58,934,586

Total lease payments
93,017,137
Less imputed interest
(30,460,647 )

Present Value of Lease Liabilities
$ 62,556,490

~~As of~~ ~~June 30, 2022~~~~, our operating leases have a weighted-average remaining lease term of 17.23 years and a weighted-average discount rate of 4.61%.~~

	*For the Three Months Ended*				*For the Six Months Ended*
	*June 30,*				*June 30,*
	*2023*		*2022*		*2023*		*2022*

Cash payments for operating leases	$	2,302,189	$	2,145,370	$	4,548,578	$	4,078,892
New operating lease assets obtained in exchange for operating lease liabilities	$	344,754	$	3,273,501	$	1,136,478	$	3,896,101

Table of Contents

BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

NOTE 13. LEASES (Continued)

Operating Lease Assets and Liabilities

	*June 30, 2023*		*December 31, 2022*		*Balance Sheet Classification*

Lease assets	$	63,423,894	$	64,719,405	Other Assets: Right of use assets

Current lease liabilities	$	5,170,800	$	5,203,981	Current Liabilities: Lease liabilities
Noncurrent lease liabilities		57,842,596		59,281,733	Long-term Liabilities: Lease liabilities

Total Lease Liabilities	$	63,013,396	$	64,485,714

Maturity of Operating Lease Liabilities

	*June 30, 2023*

2024	$	8,097,464
2025		7,613,779
2026		7,300,935
2027		6,815,987
2028		6,553,222
Thereafter		58,423,688

Total lease payments		94,805,075
Less imputed interest		(31,791,679	)

Present Value of Lease Liabilities	$	63,013,396

As of June 30, 2023, our operating leases have a weighted-average remaining lease term of 16.74 years and a weighted-average discount rate of 4.85%.

Table of Contents

BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, 2023 and 2022

NOTE 14. INDUSTRY SEGMENTS

This summary presents our current segments, as described below.

General Indemnity Group, LLC

GIG conducts our insurance operations through its subsidiaries, Warnock, SSS, SCS, ACS and UCS. SSS clients are multi-state and UCS, SCS, ACS and Warnock clients are nationwide. Revenue consists of surety bond sales and insurance commissions. Currently, GIG’s corporate resources are used to support Warnock, SSS, SCS, ACS and UCS and to make additional business acquisitions in the insurance industry.

Link Media Holdings, LLC

LMH conducts our billboard rental operations. LMH billboards are located in Alabama, Arkansas, Florida, Georgia, Illinois, Iowa, Kansas, Missouri, Nebraska, Nevada, Oklahoma, South Dakota, Tennessee, Virginia, West Virginia and Wisconsin.

~~Fiber is Fast,~~Boston Omaha Broadband, LLC

~~FIF~~BOB conducts our broadband operations. ~~FIF~~BOB provides high-speed broadband services to its customers located in Arizona, Florida, Nevada, and Utah.

Total

Three Months Ended June 30, 2022

GIG

LMH

FIF

Unallocated

Consolidated

Revenue
$ 2,991,272 $ 9,825,164 $ 8,078,580 $ 0 $ 20,895,016
Segment gross profit
1,990,478 6,169,382 6,007,768 0 14,167,628
Segment income (loss) from operations
21,011 1,335,395 87,072 (2,160,460 ) (716,982 )
Capital expenditures
192,459 2,903,119 45,217,378 238,530 48,551,486
Depreciation and amortization
57,651 2,036,350 1,615,353 27,335 3,736,689

Boston Omaha Asset Management, LLC

Total

Three Months Ended June 30, 2021

GIG

LMH

FIF

Unallocated

Consolidated

Revenue
$ 2,466,595 $ 7,952,832 $ 3,760,454 $ 0 $ 14,179,881
Segment gross profit
1,593,990 4,879,302 2,906,025 0 9,379,317
Segment income (loss) from operations
(432,117 ) 866,378 488,431 (2,016,164 ) (1,093,472 )
Capital expenditures
3,044,246 839,122 3,016,219 550,297 7,449,884
Depreciation and amortization
56,115 1,755,935 618,820 25,330 2,456,200

BOAM conducts our asset management operations. BOAM's primary objective is to achieve long-term returns while seeking to limit the risk of capital and purchasing power loss in our investments in other companies and our real estate activities. We commenced reporting BOAM as a separate segment based on our acquisition of 24th Street Management on May 1, 2023. BOAM's prior segment information has been retroactively restated as a result of it meeting the requirements for segment reporting.

Six Months Ended June 30, 2022	*GIG*			*LMH*		*FIF*			*Unallocated*			*Consolidated*
																												*Total*
Three Months Ended June 30, 2023															*GIG*		*LMH*		*BOB*			*BOAM*			*Unallocated*			*Consolidated*

Revenue	$	6,069,124		$	18,963,313	$	12,155,526		$	0		$	37,187,963		$	4,540,142	$	10,835,524	$	8,695,235		$	145,493		$	-		$	24,216,394
Segment gross profit		3,887,439			11,780,159		9,173,939			0			24,841,537			2,793,764		7,026,900		6,413,060			145,493			-			16,379,217
Segment income (loss) from operations		(173,171	)		2,345,375		(336,629	)		(5,002,293	)		(3,166,718	)		291,412		1,580,787		(1,314,735	)		(516,029	)		(1,684,339	)		(1,642,904	)
Capital expenditures		297,606			3,702,360		50,301,564			399,513			54,701,043			12,600		356,278		14,635,612			5,189,235			(62,258	)		20,131,467
Depreciation and amortization		112,516			4,030,145		2,472,920			54,372			6,669,953			75,387		2,246,854		2,494,329			-			27,489			4,844,059

											*Total*															*Total*
Six Months Ended June 30, 2021	*GIG*			*LMH*		*FIF*		*Unallocated*			*Consolidated*
Three Months Ended June 30, 2022														*GIG*		*LMH*		*BOB*		*BOAM*			*Unallocated*			*Consolidated*

Revenue	$	4,722,892		$	15,106,517	$	7,555,491	$	0		$	27,384,900		$	2,991,272	$	9,825,164	$	8,078,580	$	-		$	-		$	20,895,016
Segment gross profit		2,721,077			9,171,240		5,944,849		0			17,837,166			1,990,478		6,169,382		6,007,768		-			-			14,167,628
Segment income (loss) from operations		(1,219,604	)		972,427		1,265,857		(3,597,930	)		(2,579,250	)		21,011		1,335,395		87,072		(499,378	)		(1,661,082	)		(716,982	)
Capital expenditures		3,044,246			7,402,639		5,056,409		673,356			16,176,650			192,459		2,903,119		45,217,378		-			238,530			48,551,486
Depreciation and amortization		96,493			3,452,963		1,178,575		40,145			4,768,176			57,651		2,036,350		1,615,353		-			27,335			3,736,689

Six Months Ended June 30, 2023	*GIG*		*LMH*		*BOB*			*BOAM*			*Unallocated*			*Consolidated*

Revenue	$	8,513,798	$	21,137,747	$	17,235,141		$	145,493		$	-		$	47,032,179
Segment gross profit		5,204,388		13,521,459		12,378,615			145,493			-			31,249,955
Segment income (loss) from operations		521,133		2,912,897		(3,014,101	)		(1,075,985	)		(3,963,640	)		(4,619,696	)
Capital expenditures		18,725		916,273		22,018,693			5,189,235			-			28,142,926
Depreciation and amortization		150,984		4,460,284		4,687,459			-			54,676			9,353,403

															*Total*
Six Months Ended June 30, 2022	*GIG*			*LMH*		*BOB*			*BOAM*			*Unallocated*			*Consolidated*

Revenue	$	6,069,124		$	18,963,313	$	12,155,526		$	-		$	-		$	37,187,963
Segment gross profit		3,887,439			11,780,159		9,173,939			-			-			24,841,537
Segment income (loss) from operations		(173,171	)		2,345,375		(336,629	)		(745,781	)		(4,256,512	)		(3,166,718	)
Capital expenditures		297,606			3,702,360		50,301,564			-			399,513			54,701,043
Depreciation and amortization		112,516			4,030,145		2,472,920			-			54,372			6,669,953

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BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~2022

NOTE 14. INDUSTRY SEGMENTS (Continued)

											*Total*
As of June 30, 2023	*GIG*		*LMH*		*BOB*		*BOAM*		*Unallocated*		*Consolidated*

Accounts receivable, net	$	3,104,467	$	3,710,077	$	464,196	$	24,632	$	46,633	$	7,350,005
Goodwill		11,325,138		130,428,222		38,700,662		536,626		-		180,990,648
Total assets		70,508,872		274,110,542		158,102,494		93,567,215		176,906,449		773,195,572

As of June 30, 2022

GIG

LMH

FIF

Unallocated

Consolidated

Accounts receivable, net
$ 1,934,642 $ 4,176,453 $ 374,245 $ 488 $ 6,485,828
Goodwill
11,325,138 122,153,319 38,235,135 0 171,713,592
Total assets
67,825,015 262,975,673 127,905,820 215,144,550 673,851,058

									*Total*												*Total*
As of December 31, 2021	*GIG*		*LMH*		*FIF*		*Unallocated*		*Consolidated*
As of December 31, 2022											*GIG*		*LMH*		*BOB*		*BOAM*		*Unallocated*		*Consolidated*

Accounts receivable, net	$	1,495,664	$	2,770,428	$	202,771	$	0	$	4,468,863	$	1,707,716	$	3,696,906	$	426,256	$	-	$	488	$	5,831,366
Goodwill		11,058,922		120,642,896		19,635,158		0		151,336,976		11,325,138		130,428,222		37,710,162		-		-		179,463,522
Total assets		57,150,042		276,266,829		69,113,699		404,523,223		807,053,793		68,712,781		277,153,407		138,800,411		21,988,032		181,148,268		687,802,899

NOTE 15. RESERVES FOR LOSSES AND LOSS ADJUSTMENT EXPENSES

The following table provides a reconciliation of the beginning and ending reserve balances for losses and loss adjustment expenses ("LAE") for the six months ended June ~~30:~~ 30, 2023 and 2022:

	*2022*		*2021*		*2023*		*2022*
Losses and LAE at January 1	$	1,381,526	$	2,492,334	$	1,690,579	$	1,381,526

Provision for losses and LAE claims arising in:
Current year		598,182		491,320		855,973		598,182
Prior year		485,001		517,087		952,204		485,001
Total incurred		1,083,183		1,008,407		1,808,177		1,083,183
Losses and LAE payments for claims arising in:
Current year		120,993		1,038,694		316,268		120,993
Prior years		814,549		745,574		351,709		814,549
Total payments		935,542		1,784,268		667,977		935,542

Less reinsurance recoverable		315,000		0		712,035		315,000

Losses and LAE at June 30	$	1,214,167	$	1,716,473
Losses and LAE at June 30,					$	2,118,744	$	1,214,167

For the six months ended June 30, ~~2022,~~ 2023~~$814,549~~, $351,709 was paid for incurred claims and claim adjustment expenses attributable to insured events of prior years. There has been a ~~$24,549~~$709 unfavorable prior year development during the six months ended June 30, ~~2022.~~ 2023. Reserves remaining as of June 30, ~~2022~~2023 for prior years are ~~$485,001~~$952,204 as a result of re-estimation of unpaid losses and loss adjustment expenses.

For the six months ended June 30, ~~2021,~~ 2022~~$745,574~~, $814,549 was paid for incurred claims and claim adjustment expenses attributable to insured events of prior years. There was a ~~$640,973 favorable~~$24,549 unfavorable prior year development during the six months ended June 30, ~~2021.~~ 2022

. Reserves remaining as of June 30, ~~2021~~2022 for prior years were ~~$517,087~~$485,001 as a result of re-estimation of unpaid losses and loss adjustment expenses.

In both periods, ~~the~~unfavorable prior ~~years'~~year loss development was the result of a re-estimation of amounts ultimately to be paid on prior year losses and loss adjustment expense. Original estimates are increased or decreased as additional information becomes known regarding individual claims. Reinsurance recoverables were $712,035 and $315,000 at June 30, ~~2022~~2023~~. At~~ and June 30, ~~2021~~2022, ~~we did~~ ~~not~~ ~~have any reinsurance recoverables recorded.~~respectively, and are included within Loss and Loss Adjustment Reserves.

NOTE 16. CUSTODIAL RISK

As of June 30, ~~2022~~2023, we had approximately ~~$56,900,000~~$36,511,719 in excess of federally insured limits on deposit with financial institutions.

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BOSTON OMAHA CORPORATION
and SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

For the Six Months Ended June 30, ~~2022~~2023 and ~~2021~~

2022

NOTE 17. ~~SPECIAL PURPOSE ACQUISITION COMPANY~~SUBSEQUENT EVENTS

In ~~October 2020,~~ our subsidiary BOC Yellowstone LLC, which we refer to as “BOC Yellowstone,” served as sponsor for the underwritten initial public offering of a special purpose acquisition company named Yellowstone Acquisition Company, which we refer to as “Yellowstone.” Yellowstone sold in its public offering 13,598,898 units at a price of $10.00 per unit, each unit consisting of ~~one~~ ~~share of Class A common stock and a redeemable warrant to purchase~~ ~~one-half of a share of Class A common stock at an exercise price of $11.50 per share. Between~~ ~~August~~ ~~and~~ ~~November 2020,~~ we invested, through BOC Yellowstone, approximately $7.8 million through the purchase of 3,399,724 shares of Class B common stock and 7,719,779 non-redeemable private placement warrants, each warrant entitling us to purchase 1 share of Class A common stock at $11.50 per share. BOC Yellowstone, as the sponsor of Yellowstone and under the terms of the public offering, owned approximately 20% of Yellowstone's issued and outstanding common stock. The purpose of the offering was to pursue a business combination in an industry other than the ~~three~~ industries in which we currently own and operate businesses: outdoor advertising, surety insurance, and broadband services businesses. The Units were sold at a price of $10.00 per unit, generating gross proceeds to Yellowstone of $125,000,000, and traded on the NASDAQ Stock Market, LLC under the ticker symbol “YSACU”. After the securities comprising the units began separate trading, the shares of Class A common stock and warrants were listed on NASDAQ under the symbols “YSAC” and “YSACW,” respectively.

On August ~~1, 2021,~~9, 2023, ~~Yellowstone entered into a business combination agreement with Sky Harbour LLC (“SHG”), a developer~~we issued to Robert Thomas, the President of ~~private aviation infrastructure focused on building, leasing and managing business aviation hangars. On~~ ~~September 14, 2021,~~ ~~our subsidiary BOC YAC Funding LLC completed~~UCS, an option to purchase 2,500 units of GIG, the ~~previously-announced investment~~parent of $55 million in Series B Preferred Units of SHG. In addition to our $55 million investment, we also agreed to provide to SHG an additional $45 million through the purchase of additional shares of Yellowstone Class A common stockUCS, at a price of ~~$10~~$309.72 per ~~share~~Common Unit. GIG has issued and outstanding 95,162 Common Units and options to purchase up to 7,338 Common Units, including the option grant to Mr. Thomas and options held by David Herman, GIG’s President. The option is exercisable for a period through ~~a private placement investment (“PIPE”).~~

On ~~January 25, 2022,~~June 30, 2033, ~~Yellowstone completed the previously announced proposed business combination with SHG following stockholder approval. Upon the consummation~~subject to earlier termination upon certain events. Any purchases of ~~the business combination, SHG became a consolidated subsidiary of Yellowstone~~these units are subject to certain put and Yellowstone was renamed Sky Harbour Group Corporation, shares of which are now listed for trading on the New York Stock Exchange under the symbol “SKYH” and Sky Harbour warrants are also listed for trading on the New York Stock Exchange under the symbol "SKYH.WS". Also in connection with the business combination, we entered into a subscription agreement with Sky Harbour, pursuant to which Sky Harbour sold to us at the closing of the business combination 4,500,000 shares of Class A common stock at a price of $10 per share, for total cash consideration of $45,000,000. call provisions.

In ~~connection with~~July, we invested $3,000,000 in the ~~business combination, we recognized~~purchase of preferred stock of a ~~non-cash gain during~~company serving the ~~first~~ ~~quarter of fiscal~~ ~~2022~~ of $24,977,740 related to our deconsolidation of Yellowstone, which is included within other income on our Consolidated Statement of Operations. Of the total gain recognized on deconsolidation, approximately $10,000,000 relates to the remeasurement of our retained investment in Sky Harbour via the Sponsor shares, Series B Preferred Units, and PIPE investment, each of which converted into shares of Sky Harbour's Class A common stock on the transaction date, and approximately $15,000,000 relates to the deconsolidation of Yellowstone's assets and liabilities as of the transaction date. The fair value of our retained investment at the deconsolidation date was measured based upon the observable trading price of Sky Harbour's Class A common stock. Subsequent to the business combination, we account for our 22.96% investment in Sky Harbour's Class A common stock under the equity method.

broadband industry.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and other federal securities laws, PARTICULARLY THOSE ANTICIPATING FUTURE FINANCIAL PERFORMANCE, BUSINESS PROSPECTS, GROWTH, OPERATING STRATEGIES AND SIMILAR MATTERS, INCLUDING WITHOUT LIMITATION, STATEMENTS CONCERNING OPERATIONS, RESULTS OF OPERATIONS, LIQUIDITY, INVESTMENTS, OUR NEED FOR, AND ABILITY TO OBTAIN, ADDITIONAL FUNDING FOR ACQUISITIONS AND POTENTIAL BUSINESS EXPANSION, GENERAL ECONOMIC TRENDS, INFLATIONARY PRESSURES, FINANCIAL CONDITION AND THE ~~IMPACTS~~IMPACT OF THE COVID-19 PANDEMIC ON OUR BUSINESS ~~OPERATIONS, RESULTS OF OPERATIONS, LIQUIDITY, INVESTMENTS AND FINANCIAL CONDITION~~. We have based these forward-looking statements on our current intent, expectations and projections about future events, and these forward-looking statements are not guaranteed to occur and may not occur. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “intend,” “project,” “contemplate,” “potential,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. These statements are only predictions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission filings.

THE OUTCOME OF THE EVENTS DESCRIBED IN THIS REPORT ALSO CONTAINS STATISTICAL AND OTHER INDUSTRY AND MARKET DATA RELATED TO OUR BUSINESS AND INDUSTRY THAT WE OBTAINED FROM INDUSTRY PUBLICATIONS AND RESEARCH, SURVEYS AND STUDIES CONDUCTED BY US AND THIRD PARTIES, AS WELL AS OUR ESTIMATES OF POTENTIAL MARKET OPPORTUNITIES. INDUSTRY PUBLICATIONS, THIRD-PARTY AND OUR OWN RESEARCH, SURVEYS AND STUDIES GENERALLY INDICATE THAT THEIR INFORMATION HAS BEEN OBTAINED FROM SOURCES BELIEVED TO BE RELIABLE ALTHOUGH THEY DO NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. THIS MARKET DATA INCLUDES PROJECTIONS THAT ARE BASED ON A NUMBER OF ASSUMPTIONS. IF THESE ASSUMPTIONS TURN OUT TO BE INCORRECT, ACTUAL RESULTS MAY DIFFER FROM THE PROJECTIONS BASED ON THESE ASSUMPTIONS. AS A RESULT, OUR MARKETS MAY NOT GROW AT THE RATES PROJECTED BY THIS DATA, OR AT ALL. THE FAILURE OF THESE MARKETS TO GROW AT THESE PROJECTED RATES MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, RESULTS OF OPERATIONS, FINANCIAL CONDITION AND THE MARKET PRICE OF OUR COMMON STOCK.

The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report. Any of the forward-looking statements that we make in this quarterly report on Form 10-Q and in other public reports and statements we make may turn out to be inaccurate as a result of our beliefs and assumptions we make in connection with the factors set forth above or because of other unidentified and unpredictable factors. IN ADDITION, OUR BUSINESS AND FUTURE RESULTS ARE SUBJECT TO A NUMBER OF OTHER FACTORS, INCLUDING THOSE FACTORS SET FORTH IN THE “risk factors” SECTION OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED December 31, ~~2021~~2022 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") ON MARCH ~~28, 2022.~~24, 2023. Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements and you should not rely on such statements. We undertake no obligation to publish revised forward-looking statements to reflect the occurrence of unanticipated events or circumstances after the date hereof. These risks could cause our actual results for ~~2022~~2023 and beyond to differ materially from those expressed in any forward-looking statements by or on behalf of us, and could negatively affect our financial condition, liquidity and operating and stock price performance.

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Overview

We are currently engaged in outdoor billboard advertising, broadband services, surety insurance and related brokerage businesses and an asset management business. In addition, we hold minority investments in commercial real estate management and brokerage services, a bank focused on servicing the automotive loan market, ~~a homebuilding company~~ and a developer of private aviation infrastructure focused on building, leasing and managing business aviation hangars.

Billboards: In June 2015, we commenced our billboard business operations through acquisitions by Link, our wholly-owned subsidiary, of smaller billboard companies located in the ~~Southeast~~Southeastern United States and Wisconsin. During July and August 2018, we acquired the membership interest or assets of three larger billboard companies which increased our overall billboard count to approximately 2,900 billboards. In addition, we have made ~~a number of~~several billboard acquisitions on a smaller scale since that date. We believe that we are a leading outdoor billboard advertising company in the markets we serve in the Midwest. As of June 30, ~~2022,~~2023, we operate approximately ~~3,900~~4,000 billboards with approximately ~~7,400~~7,600 advertising faces. One of our principal business objectives is to continue to acquire additional billboard assets through acquisitions of existing billboard businesses in the United States when they can be made at what we believe to be attractive prices relative to other opportunities generally available to us.

Surety Insurance: In September 2015, we established an insurance subsidiary, GIG, designed to own and operate insurance businesses generally handling high volume, lower policy limit commercial lines of property and casualty insurance. In April 2016, our surety insurance business commenced with the acquisition of a surety insurance brokerage business with a national internet-based presence. In December 2016, we completed the acquisition of UCS, a surety insurance company, which at that time was licensed to issue surety bonds in only nine states. UCS now has licenses to operate in all 50 states and the District of Columbia. In addition, over the last several years, we have also acquired additional surety insurance brokerage businesses located in various regions of the United States. We may in the future expand the reach of our insurance activities to other forms of insurance which may have similar characteristics to surety, such as high volume and low average policy premium insurance businesses which historically have similar economics.

Broadband Services: In March 2020, we commenced our broadband services business with the acquisition of substantially all of the business assets of FibAire, a rural broadband internet provider that serves over 8,000 customers in communities in southern Arizona with a high-speed fixed wireless internet service and is building an all fiber-to-the-home network in select Arizona markets. In December 2020, we acquired substantially all of the business assets of UBB, a broadband internet provider that provides high-speed internet to over 10,000 customers throughout Utah. In September 2021, we announced the launch of Fiber Fast Homes, LLC, ~~("FFH"),~~ which partners with builders, developers, and ~~build-to-rent~~build for rent communities to build fiber-to-the-home infrastructure and provide fiber internet service to residents. In April 2022, we acquired substantially all of the business assets of InfoWest and Go Fiber, which are fiber and fixed wireless internet service providers with over 20,000 customers throughout Southern and Central Utah, Northern Arizona, and Moapa Valley, Nevada. We hope to continue to expand in Arizona, Florida, Nevada, Utah, and other locales.

Investments:

●

Since September 2015, we have made a series of investments in commercial real estate, a commercial real estate management, brokerage and related services business as well as an asset management business. ~~We currently~~As of June 30, 2023, we continue to own 30% of Logic ~~and approximately 49.9%~~Real Estate Companies, LLC. On May 1, 2023, our subsidiary, Boston Omaha Asset Management, LLC ("BOAM"), acquired 100% of the membership interests in 24th Street Asset Management LLC ("24th Street"), from the members of 24th Street ~~Holding Co., both directly~~other than BOAM, (the "Sellers") for cash and BOC Class A common stock valued at $5,016,494 in the aggregate. Prior to the transaction, BOAM indirectly ~~through our ownership~~owned 48% of the membership interests of 24th Street. The consideration consisted of $2,759,072 in ~~Logic.~~cash at closing, an additional $1,254,102 in cash subject to holdback, and 45,644 shares of BOC Class A common stock (based on the average closing price of BOC Class A common stock for the 30 business day period ending two days before the closing date). The shares issued in the transaction are unregistered and have no registration rights. The purchase agreement also provides for certain payments based on performance to receive the holdback amount and certain other potential earnout payments. In addition, we have invested, through one of our subsidiaries, an aggregate of $6 million in 24th Street Fund I, LLC and 24th Street Fund II, LLC. These funds are managed by 24th Street ~~Asset Management, LLC, a subsidiary of 24th Street Holding Co.~~ and focus on opportunities within secured lending and direct investments in commercial real estate.

●

In December 2017, we invested $10 million in common units of Dream Finders Holdings LLC, the parent company of Dream Finders Homes, LLC, a national home builder with operations in Colorado, Florida, Georgia, Maryland, North Carolina, South Carolina, Texas and northern Virginia. In addition to its homebuilding operations, DFH's subsidiaries provide mortgage loan origination and title insurance services to homebuyers. On January 25, 2021, Dream Finders Homes, Inc., a wholly owned subsidiary of DFH, completed its initial public offering and Dream Finders Homes, Inc. became a holding company and sole manager of DFH. Upon completion of the initial public offering, our outstanding common units in DFH were converted into 4,681,099 shares of Class A Common Stock of Dream Finders Homes, Inc., and one of our subsidiaries purchased an additional 120,000 shares of Class A common stock in the initial public offering. ~~At June 30, 2022, we held 1,096,744 shares of DFH Class A common stock. During the second quarter of fiscal~~Since DFH’s initial public offering through December 31, 2022 we sold ~~900,751~~all 4,801,099 shares of DFH Class A common stock for gross proceeds of approximately ~~$15.7 million. Since DFH’s initial public offering through August 1, 2022, we have sold 3,704,355 shares of DFH Class A common stock for gross proceeds of approximately $68.1~~$81 million.

●

In May 2018, we invested, through one of our subsidiaries, approximately $19 million through the purchase of common stock of CB&T Holding Corporation, the privately-held parent company of Crescent Bank & Trust, Inc. Our investment now represents 15.6% of CB&T's outstanding common stock. Crescent is located in New Orleans and generates the majority of its revenues from indirect subprime automobile lending across the United States.

●

In October 2020, our subsidiary BOC Yellowstone served as sponsor for the underwritten initial public offering of a special purpose acquisition company named ~~Yellowstone.~~Yellowstone Acquisition Company. Yellowstone sold in its public offering 13,598,898 units at a price of $10.00 per unit, each unit consisting of one share of Class A common stock and a redeemable warrant to purchase one-half of a share of Class A common stock at an exercise price of $11.50 per share. Between August and November 2020, we invested, through BOC Yellowstone, approximately $7.8 million through the purchase of 3,399,724 shares of Class B common stock and 7,719,779 non-redeemable private placement warrants, each warrant entitling us to purchase one share of Class A common stock at $11.50 per share. In August 2021, Yellowstone entered into a business combination agreement with Sky Harbour LLC, ~~("SHG"),~~ a developer of private aviation infrastructure focused on building, leasing and managing business aviation hangars. The business combination was completed on January 25, 2022 and Yellowstone changed its name to Sky Harbour Group ~~Corporation, which we refer to as “Sky Harbour”.~~Corporation. Sky Harbour’s Class A common stock trades on the NYSE American under the symbol “SKYH” and its warrants to purchase Class A ~~Common Stock~~common stock trade under the symbol ~~“SKYH.WS”~~“SKYH.WS.”.

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●

In ~~August~~September 2021, through one of our subsidiaries, we ~~agreed to invest~~invested $55 million directly into SHG and received Series B preferred units. ~~On September 14, 2021, we completed~~Upon the ~~$55 million transaction, purchasing the Sky Harbour Series B Preferred Units. Upon the~~successful consummation of the Sky Harbour business combination, this investment converted into 5,500,000 shares of Sky ~~Harbour’s~~Harbour's Class A common stock based upon an assumed value of $10.00 per share. In December 2021, we agreed to provide Sky Harbour an additional $45 million through the purchase of 4,500,000 shares of Class A common stock upon the closing of the Sky Harbour business ~~combination.~~combination, which was consummated in January 2022.

●

We recently established a subsidiary within BOAM to operate a proposed build for rent business in which we would develop and own single family detached and/or townhomes for long term rental. We have bought parcels of land in Nevada which we hope to develop or repurpose for other uses. We ~~are currently providing 100%~~have provided approximately $15 million of ~~the financing for~~capital to finance the initial stages of these projects ~~but may consider a range of financing options~~and are currently in the ~~future, such as raising~~process of seeking to raise third party capital to be invested alongside our capital. Once completed and stabilized, we expect that these properties will be financed with ~~long term fixed rate~~long-term fixed-rate debt ~~capital.~~capital supported by our and other potential third-party equity investments. In addition to developing and managing these properties, we ~~would also expect~~will seek to provide broadband services to these homes, providing us a second or third source of potential revenue from these developments. We are also exploring raising capital through BOAM to help expand our broadband operations both for these build for rent developments and other potential broadband acquisition and expansion opportunities. We may invest cash or contribute certain business assets to any such partnership in exchange for a partnership interest.

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In each of our businesses, we hope to expand our geographic reach and market share and seek to develop a competitive advantage and/or brand name for our services, which we hope will be a differentiating factor for customers. Our insurance market primarily services small contractors, small and medium-sized businesses and individuals required to provide surety bonds (i) in connection with their work for government agencies and others, (ii) in connection with contractual obligations, or (iii) to meet regulatory requirements and other needs. We have expanded the licensing of the UCS business to all 50 states and the District of Columbia. In outdoor advertising, our plan is to continue to grow this business through acquisitions of billboard assets. We ~~also~~ expect to expand our broadband services in Arizona, Florida, Nevada, Utah and in other locations. We also expect to continue to make additional investments in real estate management service businesses, as well as in other businesses. In the future, we expect to expand the range of services we provide in the insurance sector, seek to continue to expand our billboard operations and broadband services and to possibly consider acquisitions of other businesses, as well as investments, in other sectors. Our decision to expand outside of these current business sectors we serve or in which we have made investments will be based on the opportunity to acquire businesses which we believe provide the potential for sustainable earnings at an attractive level relative to capital employed and, with regard to investment, we believe have the potential to provide attractive returns.

We seek to enter markets where we believe demand for our services will grow in the coming years due to certain barriers to entry and/or to anticipated long-term demand for these services. In the outdoor billboard business, government restrictions often limit the number of additional billboards that may be constructed. At the same time, advances in billboard technology provide the opportunity to improve revenues through the use of digital display technologies and other new technologies. In the surety insurance business, new insurance companies must be licensed by state agencies that impose capital, management and other strict requirements on these insurers. These hurdles are at the individual state level, with statutes often providing wide latitude to regulators to impose judgmental requirements upon new entrants. In addition, new distribution channels in certain areas of surety may provide a new opportunity. In the real estate management services market, we believe the continued growth of commercial real estate in many sections of the United States will provide opportunities for management services for the foreseeable future. We also believe our investment in both CB&T and Sky Harbour ~~provides~~has provided each company the opportunity ~~for each company~~ to significantly grow its business. We invest our available capital and the surplus capital from UCS in a wide range of securities, including equity securities of large cap public companies, various corporate and government bonds and U.S. treasuries. In broadband services, we believe that our ~~fiber to the home~~fiber-to-the-home services can compete with traditional cable operators as broadband provides higher rates of transmission and improved speed to consumers and that, once built, other competitors may be less willing to compete in communities which we serve.

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~~Impact of the COVID-19 Pandemic~~

The unprecedented and rapid spread of COVID-19 has to date generally had limited or no material adverse impact on our billboard and broadband businesses. Specifically, the COVID-19 pandemic has impacted different parts of our business in different ways:

●

Our billboard business incurred some overall reductions in revenue during the first half of fiscal 2020 but has returned to more normal levels in fiscal 2021 and continues to grow during the first six months of fiscal 2022. As most of our billboards are on roads and highways and not in airports and other mass transit hubs, shopping centers and sports arenas, our revenues for billboards were not as significantly impacted as those of certain of our competitors.

●

Our broadband business was generally unaffected by COVID-19 and we continued to expand that business through the launch of our FFH business during fiscal 2021, the InfoWest and Go Fiber acquisitions in April 2022, and investing capital to expand our footprint and serve additional customers in Arizona, Florida, Nevada, Utah, and other locales.

●

Our surety insurance business was primarily impacted by the decision we implemented in the second quarter of fiscal 2020 to cease issuing rental insurance bonds and increase our loss reserves related to these bonds. We made this decision due to concern about the potential for increasing default rates by residential tenants. However, due to the favorable development of losses within UCS throughout fiscal 2021, our actuarial analysis at the end of 2021 indicated that UCS was over-reserved so management released this excess back into income to remain consistent with previous years' reserving methodologies. UCS no longer has any material exposure to the rental guarantee bond program as substantially all of these bonds have since expired.

●

As of June 30, 2022, we did not incur any impairment charges related to goodwill or long-lived assets (including operating lease right of use assets). We also did not incur any significant credit losses for the six months ended June 30, 2022 and 2021.

We have observed an improvement in business activity beginning in the second half of 2020 and throughout fiscal 2021 and the first six months of fiscal 2022 as government-imposed restrictions on travel were relaxed, businesses which were temporarily closed or limited are fully reopening, more of the population has been vaccinated and unemployment rates are dropping. Accordingly, we are not actively pursuing additional cost saving measures, and are resuming acquisition activities and spending on capital projects.

We cannot predict the length or strength of the recovery in demand for our billboard, surety insurance and broadband businesses due to continued impact of the pandemic on the U.S. economy. Any significant resurgence of the pandemic could adversely impact our business in the future. We will continue to evaluate the impact of the COVID-19 pandemic on our business and we may access the debt and/or equity capital markets for additional liquidity, if necessary. We continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local authorities, or that we determine are in the best interests of our employees and customers.

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How We Generate Our Revenues and Evaluate Our Business

We currently generate revenues primarily through billboard advertising and related services, from the sale of surety insurance and related brokerage activities and by providing high-speed broadband services. Revenue for outdoor advertising space rental is recognized on a straight-line basis over the term of the contract and advertising revenue is reported net of agency commissions. Payments received in advance of being earned are recorded as deferred revenue. In our surety insurance business, premiums written are recognized as revenues based on a pro rata daily calculation over the respective terms of the policies in-force. Unearned premiums represent the portion of premiums written applicable to the unexpired term of the policies in-force. In connection with our surety agency business, insurance commissions are recognized at a point in time, on a bond-by-bond basis as of the policy effective date and are generally nonrefundable. In our broadband business, revenue is derived principally from internet services and is recognized on a straight-line basis over the term of the contract in the period the services are rendered. Revenue received or receivable in advance of the delivery of services is included in deferred revenue.

Segment gross profit is a key metric that we use to evaluate segment operating performance and to determine resource allocation between segments. We define segment gross profit as segment revenues less segment direct cost of services. In our billboard business, direct cost of services includes land leases, utilities, repairs and maintenance of equipment, sales commissions, contract services, and other billboard level expenses. In our ~~surety business, direct cost of services includes commissions, premium taxes, fees and assessments, and losses and loss adjustment expenses. In our~~ broadband business, direct costs of services includes network operations and data costs, programming costs, cell site rent and utilities, and other broadband level expenses. In our surety business, direct cost of services includes commissions, premium taxes, fees and assessments, and losses and loss adjustment expenses.

Results of Operations

Three Months Ended June 30, ~~2022~~2023 Compared to Three Months Ended June 30, ~~2021~~2022

The following is a comparison of our results of operations for the three months ended June 30, 2023, which we refer to as the “second quarter of fiscal 2023,” compared to the three months ended June 30, 2022, which we refer to as the “second quarter of fiscal ~~2022,” compared to the three months ended June 30, 2021, which we refer to as the “second quarter of fiscal 2021.~~2022.”

Revenues. For the second quarter of fiscal ~~2022~~2023 and the second quarter of fiscal ~~2021,~~2022, our revenues in dollars and as a percentage of total revenues were as follows:

	For the Three Months Ended June 30,										For the Three Months Ended June 30,
	(unaudited)										(unaudited)
	2022			2021				2022 vs 2021			2023			2022				2023 vs 2022
			As a % of			As a % of							As a % of			As a % of
			Total			Total							Total			Total
	Amount		Revenues	Amount		Revenues		$ Variance			Amount		Revenues	Amount		Revenues		$ Variance
Revenues:
Billboard rentals, net	$	9,825,164	47.0%	$	7,952,832		56.1%	$	1,872,332		$	10,835,524	44.7%	$	9,825,164		47.0%	$	1,010,360
Broadband services		8,078,580	38.7%		3,760,454		26.5%		4,318,126			8,695,235	35.9%		8,078,580		38.7%		616,655
Premiums earned		2,407,523	11.5%		1,736,158		12.3%		671,365			3,458,627	14.3%		2,407,523		11.5%		1,051,104
Insurance commissions		494,244	2.4%		658,703		4.6%		(164,459	)		594,540	2.5%		494,244		2.4%		100,296
Investment and other income		89,505	0.4%		71,734		0.5%		17,771			632,468	2.6%		89,505		0.4%		542,963
Total Revenues	$	20,895,016	100.0%	$	14,179,881		100.0%	$	6,715,135		$	24,216,394	100.0%	$	20,895,016		100.0%	$	3,321,378

We realized total revenues of $24,216,394 during the second quarter of fiscal 2023, an increase of 15.9% over revenues of $20,895,016 during the second quarter of fiscal ~~2022, an increase of 47.4% over revenues of $14,179,881 during the second quarter of fiscal 2021.~~2022. Revenues increased within each of our businesses in the second quarter of fiscal ~~2022~~2023 when compared to the second quarter of fiscal ~~2021.~~2022. The key factors impacting revenue across each of our businesses during the second quarter of fiscal ~~2022~~2023 were as follows:

●

Net billboard rentals in the second quarter of fiscal ~~2022~~2023 increased ~~23.5%~~10.3% from the second quarter of fiscal ~~2021,~~2022, reflecting an improvement in rental and occupancy rates across a number of our markets as well as the acquisition of billboards from ~~Keleher and Missouri Neon in~~Elevation during the fourth ~~quarter of fiscal 2021, which accounted for approximately 14.2% of our billboard revenues in the second~~ quarter of fiscal 2022.

●

Revenue from broadband services in the second quarter of fiscal ~~2022~~2023 increased ~~114.8%~~7.6% from the second quarter of fiscal ~~2021,~~2022, mainly reflecting subscriber growth across all of our markets.

●

Premiums earned from our UCS insurance subsidiary increased 43.7% in the second quarter of fiscal 2023 when compared to the second quarter of fiscal 2022. The increase in premiums earned was primarily due to increases in production throughout fiscal 2022 and the first six months of fiscal 2023. We recognize revenues for written premium over the life of the surety bond and, as a result, increased sales activities are not fully reflected in the quarter in which the surety bond is issued.

●

Revenue from insurance commissions generated by our surety brokerage operations increased by 20.3% in the second quarter of fiscal 2023 when compared to the second quarter of fiscal 2022, mainly due to increased production through outside insurance carriers.

●

Investment and other income at UCS and BOAM increased from $89,505 in the second quarter of fiscal 2022 to$632,468 in the second quarter of fiscal 2023, mainly due to the increase in interest rates over the past 12 months for assets held by UCS and the consolidation of 24th Street during the second quarter of fiscal 2023.

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Expenses.For the second quarter of fiscal 2023 and the second quarter of fiscal 2022, our expenses, in dollars, and as a percentage of total revenues, were as follows:

	For the Three Months Ended June 30,
	(unaudited)
	2023					2022					2023 vs 2022
			As a % of					As a % of
			Total					Total
	Amount		Revenues			Amount		Revenues			$ Variance
Costs and Expenses:
Cost of billboard revenues	$	3,808,624		15.7	%	$	3,655,782		17.5	%	$	152,842
Cost of broadband revenues		2,282,175		9.4	%		2,070,812		9.9	%		211,363
Cost of insurance revenues		1,746,378		7.2	%		1,000,794		4.8	%		745,584
Employee costs		7,753,280		32.0	%		6,572,286		31.5	%		1,180,994
Professional fees		1,402,899		5.8	%		1,098,782		5.3	%		304,117
Depreciation		3,013,176		12.5	%		2,012,916		9.6	%		1,000,260
Amortization		1,830,883		7.6	%		1,723,773		8.2	%		107,110
General and administrative		3,962,814		16.4	%		3,393,835		16.2	%		568,979
Loss on disposition of assets		5,246		0.0	%		32,094		0.2	%		(26,848	)
Accretion		53,823		0.2	%		50,924		0.2	%		2,899
Total Costs and Expenses	$	25,859,298		106.8	%	$	21,611,998		103.4	%	$	4,247,300

During the second quarter of fiscal 2023, we had total costs and expenses of $25,859,298, as compared to total costs and expenses of $21,611,998 in the second quarter of fiscal 2022. Total costs and expenses as a percentage of total revenues increased from 103.4% in the second quarter of fiscal 2022 to 106.8% in the second quarter of fiscal 2023. The key factors impacting costs and expenses across each of our businesses during the second quarter of fiscal 2023 were as follows:

●

Cost of billboard revenues decreased as a percentage of billboard revenues from 37.2% in the second quarter of fiscal 2022 to 35.1% in the second quarter of fiscal 2023. The decrease was mainly due to lower ground rent expense as a percentage of billboard revenues.

●

Cost of broadband revenues increased slightly as a percentage of broadband revenues from 25.6% in the second quarter of fiscal 2022 to 26.2% in the second quarter of fiscal 2023.

●

Cost of insurance revenues increased as a percentage of insurance revenues from 33.5% in the second quarter of fiscal 2022 to 38.5% in the second quarter of fiscal 2023. The increase was mainly due to higher commissions paid and losses and loss adjustment expense at UCS.

●

Employee costs increased from $6,572,286 in the second quarter of fiscal 2022 to $7,753,280 in the second quarter of fiscal 2023, an increase of 18.0%. The increase was mainly driven by hiring within a number of our broadband businesses, surety brokerage operations and BOAM.

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●

Professional fees in the second quarter of fiscal 2023 were $1,402,899, or 5.8% of total revenues, as compared to $1,098,782, or 5.3% of total revenues, in the second quarter of fiscal 2022. The increase was mainly related to professional fees within our billboard and insurance operations.

●

General and administrative expenses in the second quarter of fiscal 2023 were $3,962,814, or 16.4% of total revenues, as compared to $3,393,835, or 16.2% of total revenues, in the second quarter of fiscal 2022.

●

Non-cash expenses in the second quarter of fiscal 2023 included $3,013,176 in depreciation expense, $1,830,883 in amortization expense, and $53,823 in accretion expense related to asset retirement obligations for certain billboard assets. The increase in depreciation expense is mainly driven by the InfoWest and Go Fiber acquisitions as well as investments at Utah Broadband.

Net Loss from Operations. Net loss from operations for the second quarter of fiscal 2023 was $1,642,904, or 6.8% of total revenues, as compared to a net loss from operations of $716,982, or 3.4% of total revenues, in the second quarter of fiscal 2022. The increase in net loss from operations in dollars was primarily due to an increase in depreciation expense related to our InfoWest and Go Fiber acquisitions and investments at Utah Broadband as well as costs associated with hiring within a number of our broadband businesses, which were partially offset by improved operations within our billboard business and insurance business. Our net loss from operations included $4,897,882 from non-cash depreciation, amortization and accretion expenses in the second quarter of fiscal 2023, as compared to $3,787,613 in the second quarter of fiscal 2022.

Other Income (Expense). During the second quarter of fiscal 2023, we had net other income of $3,357,575. Net other income included $5,350,524 in equity in income of unconsolidated affiliates mainly related to non-cash gains recognized in May 2023 due to our purchase of the membership interests in 24th Street held by third parties resulting in the remeasurement of our previously-held interest in 24th Street and interest and dividend income of $561,090. These items were partially offset by other investment losses of $2,267,004 mainly related to the Sky Harbour warrants held by Boston Omaha and the impact of the fair value mark-to-market adjustments recorded for the commercial real estate assets held within each of the 24th Street Funds and interest expense of $287,035 mainly incurred under Link's term loan. During the second quarter of fiscal 2022, we had net other expense of $14,777,668, which included $16,933,563 in other investment losses mainly related to public securities held by Boston Omaha and UCS and interest expense of $303,531 mainly incurred under Link's term loan. These items were partially offset by income of $2,386,339 mainly related to our equity method position in Sky Harbour and interest and dividend income of $73,087.

Generally accepted accounting principles ("GAAP") requires us to include the unrealized changes in market prices of investments in public equity securities in our reported earnings. Due to the size of our percentage ownership interest in Sky Harbour's Class A common stock, our investment is recorded under the equity method using the fair market value of Sky Harbour's Class A common stock as of the date of the business combination and we do not include any unrealized gains or losses related to the change in Sky Harbour's stock price in our reported earnings. In the future, if our ownership interest in Sky Harbour's Class A common stock drops below 20%, we will no longer be able to record our investment under the equity method and will be required to include any unrealized gains or losses related to the change in Sky Harbour's stock price in our reported earnings. While we intend to hold our current securities for the longer term, we may in the future choose to sell them for a variety of reasons resulting in realized losses or gains.

Additionally, we have evaluated our investment in Sky Harbour as of June 30, 2023, and determined that there was not an other-than-temporary impairment. Our conclusion was based on several contributing factors, including: (i) our assessment that the underlying business and financial condition of Sky Harbour is favorable; (ii) the period of time for which the fair value has been less than the carrying value, (iii) the recovery of Sky Harbour's stock price for a period of time during the first six months of fiscal 2023, and (iv) our ability and intent to hold the investment. We will continue to review our investment in Sky Harbour for an other-than-temporary impairment on a quarterly basis or upon the occurrence of certain events. If Sky Harbour's stock price drops below our carrying value of $7.78 per share for a sustained period of time, it will likely result in an impairment of our investment. There may also be a future impairment of our investment if our expectations about Sky Harbour's prospective results of operations and cash flows decline, which could be influenced by a variety of factors including adverse market conditions.

Net Income (Loss) Attributable to Common Stockholders. We had net income attributable to common stockholders in the amount of $1,541,612in the second quarter of fiscal 2023, or income per share of $0.05, based on 31,281,828 diluted weighted average shares outstanding. This is compared to a net loss attributable to common stockholders of $11,496,339 in the second quarter of fiscal 2022, or a loss per share of 0.39, based on 29,698,361 diluted weighted average shares outstanding.

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Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022

The following is a comparison of our results of operations for the six months ended June 30, 2023, which we refer to as the “first six months of fiscal 2023,” compared to the six months ended June 30, 2022, which we refer to as the “first six months of fiscal 2022.”

Revenues. For the first six months of fiscal 2023 and the first six months of fiscal 2022, our revenues in dollars and as a percentage of total revenues were as follows:

	For the Six Months Ended June 30,
	(unaudited)
	2023					2022					2023 vs 2022
			As a % of					As a % of
			Total					Total
	Amount		Revenues			Amount		Revenues			$ Variance
Revenues:
Billboard rentals, net	$	21,137,747		44.9	%	$	18,963,313		51.0	%	$	2,174,434
Broadband services		17,235,141		36.6	%		12,155,526		32.7	%		5,079,615
Premiums earned		6,565,900		14.0	%		4,695,972		12.6	%		1,869,928
Insurance commissions		1,070,666		2.3	%		1,191,444		3.2	%		(120,778	)
Investment and other income		1,022,725		2.2	%		181,708		0.5	%		841,017
Total Revenues	$	47,032,179		100.0	%	$	37,187,963		100.0	%	$	9,844,216

We realized total revenues of $47,032,179 during the first six months of fiscal 2023, an increase of 26.5% over revenues of $37,187,963 during the first six months of fiscal 2022. Revenues increased within each of our businesses, except for our surety brokerage operations, in the first six months of fiscal 2023 when compared to the first six months of fiscal 2022. The key factors impacting revenue across each of our businesses during the first six months of fiscal 2023 were as follows:

●

Net billboard rentals in the first six months of fiscal 2023 increased 11.5% from the first six months of fiscal 2022, reflecting an improvement in rental and occupancy rates across a number of our markets as well as the acquisition of billboards from Elevation during the fourth quarter of fiscal 2022.

●

Revenue from broadband services in the first six months of fiscal 2023 increased 41.8% from the first six months of fiscal 2022, mainly reflecting the revenues generated from the InfoWest and Go Fiber acquisitions completed in April 2022.

●

Premiums earned from our UCS insurance subsidiary increased ~~38.7%~~39.8% in the ~~second quarter~~first six months of fiscal ~~2022~~2023 when compared to the ~~second quarter~~first six months of fiscal ~~2021.~~2022. The increase in premiums earned was primarily due to increases in production throughout fiscal ~~2021~~2022 and the first six months of fiscal ~~2022.~~2023. We recognize revenues for written premium over the life of the surety bond and, as a result, increased sales activities are not fully reflected in the quarter in which the surety bond is issued.

●

Revenue from insurance commissions generated by our surety brokerage operations decreased by ~~25.0%~~10.1% in the ~~second quarter~~first six months of fiscal ~~2022~~2023 when compared to the ~~second quarter~~first six months of fiscal ~~2021, primarily~~2022, mainly due to ~~two large one-time bonds placed by ACS during the second quarter of fiscal 2021.~~reduced production through outside insurance carriers.

●

Investment and other income at UCS and BOAM increased from ~~$71,734~~$181,708 in the first six months of fiscal 2022 to $1,022,725 in the first six months of fiscal 2023, mainly due to the increase in interest rates over the past 12 months for assets held by UCS and the consolidation of 24th Street during the second quarter of fiscal ~~2021 to $89,505 in the second quarter of fiscal 2022.~~ 2023.

3942

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Expenses. For the ~~second quarter~~first six months of fiscal ~~2022~~2023 and the ~~second quarter~~first six months of fiscal ~~2021,~~2022, our expenses, in dollars, and as a percentage of total revenues, were as follows:

	For the Three Months Ended June 30,												For the Six Months Ended June 30,
	(unaudited)												(unaudited)
	2022					2021					2022 vs 2021		2023						2022						2023 vs 2022
			As a % of					As a % of								As a % of						As a % of
			Total					Total								Total						Total
	Amount		Revenues			Amount		Revenues			$ Variance		Amount			Revenues			Amount			Revenues			$ Variance
Costs and Expenses:
Cost of billboard revenues	$	3,655,782		17.5	%	$	3,073,530		21.7	%	$	582,252	$	7,616,288			16.2	%	$	7,183,154			19.3	%	$	433,134
Cost of broadband revenues		2,070,812		9.9	%		854,429		6.0	%		1,216,383		4,856,526			10.3	%		2,981,587			8.0	%		1,874,939
Cost of insurance revenues		1,000,794		4.8	%		872,605		6.2	%		128,189		3,309,410			7.0	%		2,181,685			5.9	%		1,127,725
Employee costs		6,572,286		31.5	%		4,526,049		31.9	%		2,046,237		15,950,817			33.9	%		11,996,506			32.3	%		3,954,311
Professional fees		1,098,782		5.3	%		1,024,181		7.2	%		74,601		2,572,488			5.5	%		3,289,379			8.8	%		(716,891	)
Depreciation		2,012,916		9.6	%		1,250,663		8.8	%		762,253		5,720,493			12.2	%		3,752,987			10.1	%		1,967,506
Amortization		1,723,773		8.2	%		1,205,537		8.5	%		518,236		3,632,910			7.7	%		2,916,966			7.8	%		715,944
General and administrative		3,393,835		16.2	%		2,411,053		17.0	%		982,782		7,925,446			16.9	%		5,973,670			16.1	%		1,951,776
Loss on disposition of assets		32,094		0.2	%		22,859		0.2	%		9,235
Gain on disposition of assets														(40,149	)		(0.1	%)		(22,109	)		(0.1	%)		(18,040	)
Accretion		50,924		0.2	%		32,447		0.2	%		18,477		107,646			0.2	%		100,856			0.3	%		6,790
Total Costs and Expenses	$	21,611,998		103.4	%	$	15,273,353		107.7	%	$	6,338,645	$	51,651,875			109.8	%	$	40,354,681			108.5	%	$	11,297,194

During the ~~second quarter~~first six months of fiscal ~~2022,~~2023, we had total costs and expenses of ~~$21,611,998,~~$51,651,875, as compared to total costs and expenses of ~~$15,273,353~~$40,354,681 in the ~~second quarter~~first six months of fiscal ~~2021.~~2022. Total costs and expenses as a percentage of total revenues ~~decreased~~increased from ~~107.7%~~108.5% in the ~~second quarter~~first six months of fiscal ~~2021~~2022 to ~~103.4%~~109.8% in the ~~second quarter~~first six months of fiscal ~~2022.~~2023. The key factors impacting costs and expenses across each of our businesses during the ~~second quarter~~first six months of fiscal ~~2022~~2023 were as follows:

●

Cost of billboard revenues decreased as a percentage of billboard revenues from ~~38.6%~~37.9% in the ~~second quarter~~first six months of fiscal ~~2021~~2022 to ~~37.2%~~36.0% in the ~~second quarter~~first six months of fiscal ~~2022.~~2023. The decrease was mainly due to lower ground rent expense ~~and commissions paid~~ as a percentage of billboard revenues.

●

Cost of broadband revenues increased as a percentage of broadband revenues from ~~22.7%~~24.5% in the ~~second quarter~~first six months of fiscal ~~2021~~2022 to ~~25.6%~~28.2% in the ~~second quarter~~first six months of fiscal ~~2022.~~2023. The increase is mainly driven by ~~the InfoWest and Go Fiber acquisitions in April 2022 as well as our FFH business, which launched during the third quarter of fiscal 2021.~~

●

Cost of insurance revenues decreased as a percentage of insurance revenues from 35.4% in the second quarter of fiscal 2021 to 33.5% in the second quarter of fiscal 2022. The decrease was mainly due to lower losses and loss adjustment expenses as a percentage of insurance revenues as UCS no longer has any material exposure to the rental guarantee bond program given that substantially all of these bonds have since expired.

●

Employee costs increased from $4,526,049 in the second quarter of fiscal 2021 to $6,572,286 in the second quarter of fiscal 2022, an increase of 45.2%. The increase was mainly driven by the InfoWest and Go Fiber acquisitions in April 2022, hiring within our FFH business, and the Keleher and Missouri Neon acquisitions in the fourth quarter of fiscal 2021.

~~Table of Contents~~

●

Professional fees in the second quarter of fiscal 2022 were $1,098,782, or 5.3% of total revenues, as compared to $1,024,181, or 7.2% of total revenues, in the second quarter of fiscal 2021. The increase was mainly driven by professional fees associated with the InfoWest and Go Fiber acquisitions completed in April 2022.

●

~~General and administrative expenses~~Cost of insurance revenues increased as a percentage of insurance revenues from $2,411,053 in the second quarter of fiscal 2021 to $3,393,835 in the second quarter of fiscal 2022, an increase of 40.8%. The increase was mainly driven by the InfoWest and Go Fiber acquisitions in April 2022, our FFH business, which launched during the third quarter of fiscal 2021, and the Keleher and Missouri Neon acquisitions in the fourth quarter of fiscal 2021.

●

Non-cash expenses in the second quarter of fiscal 2022 included $2,012,916 in depreciation expense, $1,723,773 in amortization expense, and $50,924 in accretion expense related to asset retirement obligations for certain billboard and broadband assets. The increase in depreciation expense is mainly due to measurement period adjustments to increase the fair value assigned to UBB's property, plant and equipment by $1,149,000 during the third quarter of fiscal 2021 as well as the InfoWest and Go Fiber acquisitions completed in April 2022. The increase in amortization expense is mainly driven by the InfoWest and Go Fiber acquisitions completed in April 2022.

~~Net Loss from Operations.~~ ~~Net loss from operations for the~~ ~~second quarter of fiscal 2022~~ ~~was $716,982, or 3.4% of total revenues, as compared to a net loss from operations of $1,093,472, or 7.7% of total revenues, in the~~ ~~second quarter of fiscal 2021. The~~ decrease in net loss from operations in dollars was primarily due to improved operations within our billboard business and insurance business, which were partially offset by costs associated with the InfoWest and Go Fiber acquisitions completed in April 2022 and our FFH business, which launched during the third quarter of fiscal 2021. Our net loss from operations included $3,787,613 from non-cash depreciation, amortization and accretion expenses in ~~the~~ ~~second quarter of fiscal 2022, as compared to $2,488,647 in~~ ~~the~~ ~~second quarter of fiscal 2021.~~

~~Other Income (Expense).~~ ~~During the~~ second quarter of fiscal 2022, we had net other expense of $14,777,668. Net other expense included $16,933,563 in other investment losses mainly related to public securities held by Boston Omaha and UCS and interest expense of $303,531 mainly incurred under Link's term loan. These items were partially offset by income of $2,386,339 mainly related to our equity method position in Sky Harbour and interest and dividend income of $73,087. During the second quarter of fiscal 2021, we had net other income of $12,566,457, which included $11,377,475 in other investment income related to public equity securities mainly held by Boston Omaha, $883,928 related to the remeasurement of Yellowstone's public warrants, $435,988 in equity in income of unconsolidated affiliates, interest and dividend income of $102,725, and interest expense of $233,659 mainly incurred under Link's term loan.

As a result of a change in GAAP effective in 2018, we are required to include the unrealized changes in market prices of investments in public equity securities in our reported earnings. While we intend to hold our current securities for the longer term, we may in the future choose to sell them for a variety of reasons resulting in realized losses or gains.

~~Net Income (Loss)~~ ~~Attributable to Common Stockholders~~. W~~e had a net loss attributable to common stockholders in the amount of $11,496,339~~ ~~in the~~ ~~second quarter of fiscal 2022, or a loss per share of~~ ~~$0.39, based on 29,698,361 diluted weighted average shares outstanding. This is compared to net income attributable to common stockholders of $8,637,563 in the~~ ~~second quarter of fiscal 2021, or income per share of $0.29, based on 29,492,765 diluted weighted average shares outstanding.~~

~~Table of Contents~~

~~Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021~~

The following is a comparison of our results of operations for the six months ended June 30, 2022, which we refer to as the “first six months of fiscal 2022,” compared to the six months ended June 30, 2021, which we refer to as the “first six months of fiscal 2021.”

~~Revenues.~~ ~~For the first six months of fiscal 2022 and the first six months of fiscal 2021, our revenues in dollars and as a percentage of total revenues were as follows:~~

For the Six Months Ended June 30,

(unaudited)

2022

2021

2022 vs 2021

As a % of

As a % of

Total

Total

Amount

Revenues

Amount

Revenues

$ Variance

Revenues:

Billboard rentals, net
$ 18,963,313
51.0%
$ 15,106,517
55.1%
$ 3,856,796
Broadband services
12,155,526
32.7%
7,555,491
27.6%
4,600,035
Premiums earned
4,695,972
12.6%
3,522,722
12.9%
1,173,250
Insurance commissions
1,191,444
3.2%
1,058,880
3.9%
132,564
Investment and other income
181,708
0.5%
141,290
0.5%
40,418
Total Revenues
$ 37,187,963
100.0%
$ 27,384,900
100.0%
$ 9,803,063

We realized total revenues of $37,187,963 during the first six months of fiscal 2022, an increase of 35.8% over revenues of $27,384,900 during the first six months of fiscal 2021. Revenues increased within each of our businesses in the first six months of fiscal 2022 when compared to the first six months of fiscal 2021. The key factors impacting revenue across each of our businesses during the first six months of fiscal 2022 were as follows:

●

~~Net billboard rentals~~35.9% in the first six months of fiscal 2022 increased 25.5% from the first six months of fiscal 2021, reflecting an improvement in rental and occupancy rates across a number of our markets as well as the acquisition of billboards from Keleher and Missouri Neon in the fourth quarter of fiscal 2021, which accounted for approximately 14.0% of our billboard revenuesto 38.9% in the first six months of fiscal ~~2022.~~

●

Revenue from broadband services in the first six months of fiscal 2022 increased 60.9% from the first six months of fiscal 2021, mainly reflecting the revenues generated from the InfoWest and Go Fiber acquisitions completed in April 2022.

●

~~Premiums earned from our UCS insurance subsidiary increased 33.3% in the first six months of fiscal 2022 when compared to the first six months of fiscal 2021.~~2023. The increase in premiums earned was primarily due to increases in production throughout fiscal 2021 and the first six months of fiscal 2022. We recognize revenues for written premium over the life of the surety bond and, as a result, increased sales activities are not fully reflected in the quarter in which the surety bond is issued.

●

Revenue from insurance commissions generated by our surety brokerage operations increased by 12.5% in the first six months of fiscal 2022 when compared to the first six months of fiscal 2021, mainly reflecting the revenues generated from the ACS acquisition completed in April 2021.

●

~~Investment and other income at UCS increased from $141,290 in the first six months of fiscal 2021 to $181,708 in the first six months of fiscal 2022.~~

~~Table of Contents~~

~~Expenses.~~~~For the first six months of fiscal 2022 and the first six months of fiscal 2021, our expenses, in dollars, and as a percentage of total revenues, were as follows:~~

For the Six Months Ended June 30,

(unaudited)

2022

2021

2022 vs 2021

As a % of

As a % of

Total

Total

Amount

Revenues

Amount

Revenues

$ Variance

Costs and Expenses:

Cost of billboard revenues
$ 7,183,154 19.3 % $ 5,935,277 21.7 % $ 1,247,877
Cost of broadband revenues
2,981,587 8.0 % 1,610,642 5.9 % 1,370,945
Cost of insurance revenues
2,181,685 5.9 % 2,001,815 7.3 % 179,870
Employee costs
11,996,506 32.3 % 8,768,196 32.0 % 3,228,310
Professional fees
3,289,379 8.8 % 2,118,164 7.7 % 1,171,215
Depreciation
3,752,987 10.1 % 2,397,467 8.8 % 1,355,520
Amortization
2,916,966 7.8 % 2,370,709 8.7 % 546,257
General and administrative
5,973,670 16.1 % 4,638,916 16.9 % 1,334,754
Loss (gain) on disposition of assets
(22,109 ) (0.1 %) 58,426 0.2 % (80,535 )
Accretion
100,856 0.3 % 64,538 0.2 % 36,318
Total Costs and Expenses
$ 40,354,681 108.5 % $ 29,964,150 109.4 % $ 10,390,531

During the first six months of fiscal 2022, we had total costs and expenses of $40,354,681, as compared to total costs and expenses of $29,964,150 in the first six months of fiscal 2021. Total costs and expenses as a percentage of total revenues decreased from 109.4% in the first six months of fiscal 2021 to 108.5% in the first six months of fiscal 2022. The key factors impacting costs and expenses across each of our businesses during the first six months of fiscal 2022 were as follows:

●

~~Cost of billboard revenues decreased as a percentage of billboard revenues from 39.3% in the first six months of fiscal 2021 to 37.9% in the first six months of fiscal 2022. The decrease~~ was mainly due to ~~lower~~higher commissions paid ~~as a percentage of billboard revenues.~~

●

Cost of broadband revenues increased as a percentage of broadband revenues from 21.3% in the first six months of fiscal 2021 to 24.5% in the first six months of fiscal 2022. The increase is mainly driven by the InfoWest and ~~Go Fiber acquisitions in April 2022 as well as our FFH business, which launched during the third quarter of fiscal 2021.~~

●

Cost of insurance revenues decreased as a percentage of insurance revenues from 42.4% in the first six months of fiscal 2021 to 35.9% in the first six months of fiscal 2022. The decrease was mainly due to lower losses and loss adjustment ~~expenses as a percentage of insurance revenues as UCS no longer has any material exposure to the rental guarantee bond program given that substantially all of these bonds have since expired.~~expense at UCS.

●

Employee costs increased from ~~$8,768,196 in the first six months of fiscal 2021 to~~ $11,996,506 in the first six months of fiscal 2022 to $15,950,817 in the first six months of fiscal 2023, an increase of ~~36.8%~~33.0%. The increase was mainly driven by the InfoWest and Go Fiber acquisitions, ~~in April 2022,~~ hiring within our ~~FFH business, the Keleher~~other broadband businesses, surety brokerage operations and ~~Missouri Neon acquisitions in the fourth quarter of fiscal 2021, and the ACS acquisition in April 2021.~~BOAM.

Table of Contents

●

Professional fees in the first six months of fiscal ~~2022~~2023 were ~~$3,289,379,~~$2,572,488, or ~~8.8%~~5.5% of total revenues, as compared to ~~$2,118,164,~~$3,289,379, or ~~7.7%~~8.8% of total revenues, in the first six months of fiscal ~~2021.~~2022. The ~~increase~~decrease was mainly ~~driven by~~related to the professional fees associated with Yellowstone ~~finalizing~~completing its business combination with SHG during the ~~InfoWest and Go Fiber acquisitions completed in April 2022, and the formation~~first six months of ~~our build for rent business and fund structure within BOAM.~~fiscal 2022.

●

General and administrative expenses ~~increased from $4,638,916~~ in the first six months of fiscal ~~2021~~2023 were $7,925,446, or 16.9% of total revenues, as compared to $5,973,670, or 16.1% of total revenues, in the first six months of fiscal ~~2022, an increase of 28.8%.~~2022. The increase was mainly driven by the InfoWest and Go Fiber acquisitions ~~in April 2022 and~~as well as growth within our ~~FFH business, which launched during the third quarter of fiscal 2021.~~other broadband businesses.

●

Non-cash expenses in the first six months of fiscal ~~2022~~2023 included ~~$3,752,987~~$5,720,493 in depreciation expense, ~~$2,916,966~~$3,632,910 in amortization expense, and ~~$100,856~~$107,646 in accretion expense related to asset retirement obligations for certain billboard ~~and broadband~~ assets. The increase in depreciation and amortization expense is mainly due to ~~measurement period adjustments to increase the fair value assigned to UBB's property, plant and equipment by $1,149,000 during the third quarter of fiscal 2021 as well as~~ the InfoWest and Go Fiber acquisitions ~~completed in April 2022. The increase in amortization expense is mainly driven by the InfoWest and Go Fiber acquisitions completed in April 2022.~~as well as investments at Utah Broadband.

Net Loss from Operations. Net loss from operations for the first six months of fiscal ~~2022~~2023 was ~~$3,166,718,~~$4,619,696, or ~~8.5%~~9.8% of total revenues, as compared to a net loss from operations of ~~$2,579,250,~~$3,166,718, or ~~9.4%~~8.5% of total revenues, in the first six months of fiscal ~~2021~~2022. The increase in net loss from operations in dollars was primarily due to ~~costs associated with Yellowstone finalizing its business combination with SHG, the~~an increase in depreciation and amortization expense related to our InfoWest and Go Fiber acquisitions ~~completed in April 2022,~~ and investments at Utah Broadband, costs associated with hiring within our ~~FFH~~broadband and asset management businesses and costs associated with hiring within our asset management business, which ~~launched during the third quarter of fiscal 2021. These cost increases~~ were partially offset by improved operations within our billboard business and insurance business. Our net loss from operations included ~~$6,770,809~~$9,461,049 from non-cash depreciation, amortization and accretion expenses in the first six months of fiscal ~~2022,~~2023, as compared to ~~$4,832,714~~$6,770,809 in the first six months of fiscal ~~2021.~~2022.

Other Income (Expense). During the first six months of fiscal 2023, we had net other income of $1,242,900. Net other income included $370,446 in equity in income of unconsolidated affiliates mainly related to non-cash gains recognized in May 2023 due to our purchase of the membership interests in 24th Street held by third parties resulting in the remeasurement of our previously-held interest in 24th Street, which was partially offset by our share of Sky Harbour's loss from operations during the first six months of fiscal 2023 which we account for under the equity method, interest and dividend income of $842,956, and other investment income mainly related to the Sky Harbour warrants held by Boston Omaha, which was partially offset by the impact of the fair value mark-to-market adjustments recorded for the commercial real estate assets held within each of the 24th Street Funds. These items were partially offset by interest expense of $575,717 mainly incurred under Link's term loan. During the first six months of fiscal 2022, we had net other income of ~~$10,720,978. Net other income~~$10,720,978, which included a gain of $24,977,740 related to the deconsolidation of Yellowstone, ~~(see Note 17 to the consolidated financial statements for further discussion),~~ $1,837,211 related to the remeasurement of Yellowstone's public warrants from January 1, 2022 to January 25, 2022 and interest and dividend income of $118,411. These items were partially offset by $14,318,240 in other investment losses mainly related to public securities held by Boston Omaha and UCS, a loss of $1,288,964 mainly related to our equity method position in Sky Harbour and interest expense of $605,180 mainly incurred under Link's term loan. ~~During t~~he first six months of fiscal 2021, we had net other income of $122,689,521, which included $118,685,597 in other investment income related to public equity securities mainly held by Boston Omaha, $3,059,752 related to the remeasurement of Yellowstone's public warrants, $836,872 in interest and dividend income, $576,285 in equity in income of unconsolidated affiliates, and interest expense of $468,985 mainly incurred under Link's term loan.

~~As a result of a change in GAAP effective in 2018, we are required~~Generally accepted accounting principles ("GAAP") requires us to include the unrealized changes in market prices of investments in public equity securities in our reported earnings. Due to the size of our percentage ownership interest in Sky Harbour's Class A common stock, our investment is recorded under the equity method using the fair market value of Sky Harbour's Class A common stock as of the date of the business combination and we do not include any unrealized gains or losses related to the change in Sky Harbour's stock price in our reported earnings. In the future, if our ownership interest in Sky Harbour's Class A common stock drops below 20%, we will no longer be able to record our investment under the equity method and will be required to include any unrealized gains or losses related to the change in Sky Harbour's stock price in our reported earnings. While we intend to hold our current securities for the longer term, we may in the future choose to sell them for a variety of reasons resulting in realized losses or gains.

Net (Loss) Income Attributable to Common ~~Stockholders~~Stockholders. .We had a net ~~income~~loss attributable to common stockholders in the amount of $$1,779,542~~4,806,254~~ in the first six months of fiscal ~~2022~~2023, or ~~income~~a loss per share of $0.06~~$0.16,~~, based on ~~29,761,369~~30,876,835 diluted weighted average shares outstanding. This is compared to net income attributable to common stockholders of ~~$93,075,190~~$4,806,254 in the first six months of fiscal ~~2021~~2022, or income per share of ~~$3.26,~~$0.16, based on ~~28,545,034~~29,761,082 diluted weighted average shares outstanding.

Table of Contents

Results of Operations by Segment

The following tables report results for the following ~~three~~four segments in which we ~~operate,~~operate: billboards, broadband, insurance and ~~broadband,~~asset management for the second quarter of fiscal ~~2022~~2023 and the second quarter of fiscal ~~2021:~~2022:

Results of Billboard Operations

	For the Three Months Ended June 30,								For the Three Months Ended June 30,
	(unaudited)								(unaudited)
	2022				2021				2023				2022
				As a % of				As a % of				As a % of				As a % of
				Segment				Segment				Segment				Segment
				Operating				Operating				Operating				Operating
	Amount			Revenues	Amount			Revenues	Amount			Revenues	Amount			Revenues
Operating Revenues
Billboard rentals, net	$	9,825,164		100.0%	$	7,952,832		100.0%	$	10,835,524		100.0%	$	9,825,164		100.0%
Cost of Revenues
Ground rents		1,917,756		19.5%		1,620,771		20.4%		1,993,554		18.4%		1,917,756		19.5%
Utilities		407,061		4.2%		311,242		3.9%		443,007		4.1%		407,061		4.2%
Commissions paid		796,754		8.1%		762,278		9.6%		833,397		7.7%		796,754		8.1%
Other costs of revenues		534,211		5.4%		379,239		4.7%		538,666		4.9%		534,211		5.4%
Total cost of revenues		3,655,782		37.2%		3,073,530		38.6%		3,808,624		35.1%		3,655,782		37.2%
Gross margin		6,169,382		62.8%		4,879,302		61.4%		7,026,900		64.9%		6,169,382		62.8%
Other Operating Expenses
Employee costs		1,715,749		17.5%		1,445,171		18.2%		1,790,992		16.5%		1,715,749		17.5%
Professional fees		111,748		1.1%		95,726		1.2%		299,799		2.8%		111,748		1.1%
Depreciation		1,130,239		11.5%		895,395		11.3%		1,263,469		11.7%		1,130,239		11.5%
Amortization		906,111		9.2%		860,540		10.8%		983,385		9.1%		906,111		9.2%
General and administrative		888,448		9.0%		664,220		8.3%		1,023,269		9.4%		888,448		9.0%
Accretion		47,490		0.5%		29,013		0.4%		53,823		0.5%		47,490		0.5%
Loss on disposition of assets		34,202		0.4%		22,859		0.3%
Gain on disposition of assets										31,376		0.3%		34,202		0.4%
Total expenses		4,833,987		49.2%		4,012,924		50.5%		5,446,113		50.3%		4,833,987		49.2%
Segment Income from Operations		1,335,395		13.6%		866,378		10.9%		1,580,787		14.6%		1,335,395		13.6%
Interest expense, net		(288,169	)	(2.9%)		(228,018	)	(2.9%)		(213,901	)	(2.0%)		(288,169	)	(2.9%)
Other investment loss										(9,754	)	(0.1%)		-		-
Net Income Attributable to Common Stockholders	$	1,047,226		10.7%	$	638,360		8.0%	$	1,357,132		12.5%	$	1,047,226		10.7%

Comparison of the Second Quarter of Fiscal ~~2022~~2023 to the Second Quarter of Fiscal ~~2021.~~2022. In the second quarter of fiscal ~~2022,~~2023, there was a ~~23.5%~~10.3% increase in net billboard revenues from the second quarter of fiscal ~~2021,~~2022, reflecting an improvement in rental and occupancy rates across a number of our markets as well as the acquisition of billboards from ~~Keleher and Missouri Neon in~~Elevation during the fourth ~~quarter of fiscal 2021, which accounted for approximately 14.2% of our billboard revenues in the second~~ quarter of fiscal 2022. The key factors affecting our billboard operations results during the second quarter of fiscal ~~2022~~2023 were as follows:

●

Ground rent expense decreased as a percentage of total segment operating revenues from ~~20.4% in the second quarter of fiscal 2021 to~~ 19.5% in the second quarter of fiscal ~~2022.~~2022 to 18.4% in the second quarter of fiscal 2023.

●

Commissions paid as a percentage of total segment operating revenues decreased slightly from ~~9.6% in the second quarter of fiscal 2021 to~~ 8.1% in the second quarter of fiscal ~~2022. The decrease is mainly driven by new incentive programs throughout several~~2022 to 7.7% in the second quarter of ~~our markets.~~fiscal 2023.

●

Employee costs as a percentage of total segment operating revenues decreased from ~~18.2% in the second quarter of fiscal 2021 to~~ 17.5% in the second quarter of fiscal ~~2022.~~2022 to 16.5% in the second quarter of fiscal 2023. The decrease is due to organic revenue growth as well as the impact from the ~~Keleher and Missouri Neon acquisitions.~~Elevation acquisition.

●

General and administrative expenses increased slightly as a percentage of total segment operating revenues from ~~8.3% in the second quarter of fiscal 2021 to~~ 9.0% in the second quarter of fiscal ~~2022. The increase is primarily due~~2022 to ~~higher fuel costs and other travel related expenses.~~9.4% in the second quarter of fiscal 2023.

●

Depreciation and amortization expense increased by ~~$234,844~~$133,230 and ~~$45,571,~~$77,274, respectively, from the second quarter of fiscal ~~2021.~~2022. The increases are primarily due to the ~~Keleher and Missouri Neon acquisitions.~~Elevation acquisition.

●

Net interest expense was $213,901 in the second quarter of fiscal 2023 compared to net interest expense of $288,169 in the second quarter of fiscal ~~2022 compared to net~~2022. The decrease is driven by interest ~~expense of $228,018~~income from investing excess cash in ~~the second quarter of fiscal 2021.~~U.S. Treasury securities.

Table of Contents

Results of Broadband Operations

	For the Three Months Ended June 30,												For the Three Months Ended June 30,
	(unaudited)												(unaudited)
	2022						2021						2023				2022
				As a % of						As a % of						As a % of				As a % of
				Segment						Segment						Segment				Segment
				Operating						Operating						Operating				Operating
	Amount			Revenues			Amount			Revenues			Amount			Revenues	Amount			Revenues
Operating Revenues
Broadband revenues	$	8,078,580			100.0	%	$	3,760,454			100.0	%	$	8,695,235		100.0%	$	8,078,580		100.0%
Cost of Revenues
Network operations and data costs		1,186,914			14.7	%		586,610			15.6	%		838,813		9.6%		1,186,914		14.7%
Programming costs		24,814			0.3	%		29,711			0.8	%		24,948		0.3%		24,814		0.3%
Cell site rent and utilities		305,776			3.8	%		140,700			3.7	%		447,638		5.1%		305,776		3.8%
Other costs of revenues		553,308			6.8	%		97,408			2.6	%		970,776		11.2%		553,308		6.8%
Total cost of revenues		2,070,812			25.6	%		854,429			22.7	%		2,282,175		26.2%		2,070,812		25.6%
Gross margin		6,007,768			74.4	%		2,906,025			77.3	%		6,413,060		73.8%		6,007,768		74.4%
Other Operating Expenses
Employee costs		2,750,355			34.0	%		1,289,680			34.3	%		3,411,311		39.2%		2,750,355		34.0%
Professional fees		200,092			2.5	%		24,114			0.6	%		265,498		3.1%		200,092		2.5%
Depreciation		844,752			10.5	%		322,135			8.6	%		1,686,893		19.4%		844,752		10.5%
Amortization		770,601			9.5	%		296,685			7.9	%		807,436		9.3%		770,601		9.5%
General and administrative		1,353,570			16.8	%		481,546			12.8	%		1,582,787		18.2%		1,353,570		16.8%
Accretion		3,434			0.0	%		3,434			0.1	%		-		-		3,434		0.0%
Loss on disposition of assets		(2,108	)		(0.0	%)		-			0.0	%
Gain on disposition of assets														(26,130	)	(0.3%)		(2,108	)	0.0%
Total expenses		5,920,696			73.3	%		2,417,594			64.3	%		7,727,795		88.9%		5,920,696		73.3%
Segment Income from Operations		87,072			1.1	%		488,431			13.0	%
Interest expense, net		(6,353	)		(0.1	%)		(2,866	)		(0.1	%)
Segment (Loss) Income from Operations														(1,314,735	)	(15.1%)		87,072		1.1%
Interest income (expense), net														9,646		0.1%		(6,353	)	(0.1%)
Noncontrolling interest in subsidiary income		(240,425	)		(3.0	%)		(116,198	)		(3.1	%)		(10,803	)	(0.1%)		(240,425	)	(3.0%)
Net Income (Loss) Attributable to Common Stockholders	$	(159,706	)		(2.0	%)	$	369,367			9.8	%
Net Loss Attributable to Common Stockholders													$	(1,315,892	)	(15.1%)	$	(159,706	)	(2.0%)

Comparison of the Second Quarter of Fiscal ~~2022~~2023 to the Second Quarter of Fiscal ~~2021.~~2022. In the second quarter of fiscal ~~2022,~~2023, total operating revenues increased by ~~114.8%~~7.6% when compared to the second quarter of fiscal ~~2021~~2022 mainly reflecting ~~the revenues generated from the InfoWest and Go Fiber acquisitions completed in April 2022.~~subscriber growth across all of our markets. The key factors affecting our broadband operations results during the second quarter of fiscal ~~2022~~2023 were as follows:

●

Total cost of revenues increased slightly as a percentage of total segment operating revenues from ~~22.7% in the second quarter of fiscal 2021 to~~ 25.6% in the second quarter of fiscal ~~2022. The increase is mainly driven by~~2022 to 26.2% in the ~~InfoWest and Go Fiber acquisitions in April 2022 as well as our FFH business, which launched during the third~~second quarter of fiscal ~~2021.~~2023.

●

Employee costs in the second quarter of fiscal ~~2022~~2023 increased by ~~113.3%~~24.0% from the second quarter of fiscal ~~2021.~~2022. The increase is mainly due to ~~the InfoWest and Go Fiber acquisitions in April 2022 and~~ hiring within our InfoWest, Utah Broadband and FFH ~~business.~~businesses.

●

Professional fees as a percentage of total segment operating revenues increased slightly from ~~0.6% in the second quarter of fiscal 2021 to~~ 2.5% in the second quarter of fiscal ~~2022. The increase is mainly due~~2022 to 3.1% in the ~~InfoWest and Go Fiber acquisitions completed in April 2022.~~second quarter of fiscal 2023.

●

General and administrative expenses as a percentage of total segment operating revenues increased from ~~12.8% in the second quarter of fiscal 2021 to~~ 16.8% in the second quarter of fiscal ~~2022.~~2022 to 18.2% in the second quarter of fiscal 2023. The increase ~~as a percent of revenues~~ is mainly due to growth within our ~~FFH business, which launched during the third quarter of fiscal 2021.~~InfoWest and Utah Broadband business.

●

Depreciation and amortization expense increased by ~~$522,617~~$842,141 and ~~$473,916,~~$36,835, respectively, from the second quarter of fiscal ~~2021.~~2022. The increase in depreciation expense is mainly due to measurement period adjustments to increase the fair value assigned to UBB's property, plant and equipment by $1,149,000 during the third quarter of fiscal 2021 as well as the InfoWest and Go Fiber acquisitions completed in April 2022. The increase in amortization expense is mainly driven by the InfoWest and Go Fiber acquisitions ~~completed in April 2022.~~as well as continued investments at Utah Broadband.

Table of Contents

Results of Insurance Operations

	For the Three Months Ended June 30,								For the Three Months Ended June 30,
	(unaudited)								(unaudited)
	2022				2021				2023				2022
				As a % of				As a % of				As a % of				As a % of
				Segment				Segment				Segment				Segment
				Operating				Operating				Operating				Operating
	Amount			Revenues	Amount			Revenues	Amount			Revenues	Amount			Revenues
Operating Revenues
Premiums earned	$	2,407,523		80.5%	$	1,736,158		70.4%	$	3,458,627		76.2%	$	2,407,523		80.5%
Insurance commissions		494,244		16.5%		658,703		26.7%		594,540		13.1%		494,244		16.5%
Investment and other income		89,505		3.0%		71,734		2.9%		486,975		10.7%		89,505		3.0%
Total operating revenues		2,991,272		100.0%		2,466,595		100.0%		4,540,142		100.0%		2,991,272		100.0%
Cost of Revenues
Commissions paid		613,117		20.5%		492,388		20.0%		1,056,532		23.3%		613,117		20.5%
Premium taxes, fees, and assessments		77,612		2.6%		63,707		2.6%		48,724		1.1%		77,612		2.6%
Losses and loss adjustment expense		310,065		10.4%		316,510		12.8%		641,122		14.1%		310,065		10.4%
Total cost of revenues		1,000,794		33.5%		872,605		35.4%		1,746,378		38.5%		1,000,794		33.5%
Gross margin		1,990,478		66.5%		1,593,990		64.6%		2,793,764		61.5%		1,990,478		66.5%
Other Operating Expenses
Employee costs		1,376,236		46.0%		1,261,795		51.1%		1,645,494		36.2%		1,376,236		46.0%
Professional fees		79,347		2.6%		72,764		2.9%		185,884		4.1%		79,347		2.6%
Depreciation		10,590		0.4%		7,803		0.3%		35,325		0.8%		10,590		0.4%
Amortization		47,061		1.6%		48,312		2.0%		40,062		0.9%		47,061		1.6%
General and administrative		456,233		15.2%		635,433		25.8%		595,587		13.1%		456,233		15.2%
Total expenses		1,969,467		65.8%		2,026,107		82.1%		2,502,352		55.1%		1,969,467		65.8%
Segment Income (Loss) from Operations		21,011		0.7%		(432,117	)	(17.5%)
Interest income, net		-		-		2		0.0%
Segment Income from Operations										291,412		6.4%		21,011		0.7%
Interest expense, net										(2	)	(0.0%)		-		-
Other investment income (loss)		(1,844,331	)	(61.7%)		750,867		30.4%		46,023		1.0%		(1,844,331	)	(61.7%)
Net Income (Loss) Attributable to Common Stockholders	$	(1,823,320	)	(61.0%)	$	318,752		12.9%	$	337,433		7.4%	$	(1,823,320	)	(61.0%)

Comparison of the Second Quarter of Fiscal ~~2022~~2023 to the Second Quarter of Fiscal ~~2021.~~2022. In the second quarter of fiscal ~~2022,~~2023, total operating revenues increased by ~~21.3%~~51.8% when compared to the second quarter of fiscal ~~2021,~~2022, mainly due to increased earned premium and investment and other income at our UCS insurance ~~subsidiary, which was partially offset by a decrease in revenues from insurance commissions primarily due to reduced production through other insurance carriers.~~subsidiary. The key factors affecting our insurance operations results during the second quarter of fiscal ~~2022~~2023 were as follows:

●

Premiums earned from our UCS insurance subsidiary increased 43.7% in the second quarter of fiscal ~~2022 increased 38.7% from~~2023 when compared to the second quarter of fiscal ~~2021.~~2022. The increase in premiums earned was primarily due to increases in production throughout fiscal ~~2021~~2022 and the first six months of fiscal ~~2022.~~2023. We recognize revenues for written premium over the life of the surety bond and, as a result, increased sales activities are not fully reflected in the quarter in which the surety bond is issued.

●

Insurance commissions generated by our surety brokerage operations ~~decreased~~increased by ~~25.0%~~20.3% in the second quarter of fiscal ~~2022~~2023 when compared to the second quarter of fiscal ~~2021, primarily~~2022, mainly due to ~~two large one-time bonds placed by ACS during the~~increased production through outside insurance carriers.

●

Investment and other income at UCS increased from $89,505 in the second quarter of fiscal ~~2021.~~2022 to $486,975 in the second quarter of fiscal 2023, mainly due to the increase in interest rates over the past 12 months.

●

Commissions paid as a percentage of total segment operating revenues increased from ~~20.0% in the second quarter of fiscal 2021 to~~ 20.5% in the second quarter of fiscal ~~2022.~~ 2022 to 23.3% in the second quarter of fiscal 2023, mainly driven by increased written premium through outside insurance brokerage firms.

●

Losses and loss adjustment expenses as a percentage of total segment operating revenues ~~decreased~~increased from ~~12.8% in the second quarter of fiscal 2021 to~~ 10.4% in the second quarter of fiscal ~~2022.~~2022 to 14.1% in the second quarter of fiscal 2023. Losses and loss adjustment expenses are reserved monthly based on a percentage of earned premium. The reduction in loss reserves when compared to the second quarter of fiscal 2021 is mainly related to UCS no longer having any material exposure to the rental guarantee bond program as substantially all of these bonds have since expired.

●

Employee costs in the second quarter of fiscal ~~2022~~2023 increased by ~~9.1%~~19.6% from the second quarter of fiscal ~~2021.~~2022. The increase is mainly due to incentive plan payments as well as the hiring of ~~finance, IT and marketing positions at GIG.~~production-based roles within our surety brokerage operations.

●

General and administrative expenses in the second quarter of fiscal ~~2022 decreased~~2023 increased by ~~28.2%~~30.5% from the second quarter of fiscal ~~2021.~~2022. The ~~decrease~~increase is ~~mainly due to lower~~driven by higher IT system implementation related expenses.

●

During the second quarter of fiscal ~~2022,~~2023, our segment income from insurance operations of ~~$21,011~~$291,412 was ~~offset~~increased by other investment ~~losses~~income of ~~$1,844,331~~$46,023 mainly from unrealized ~~losses~~gains on our investments in publicly held securities. We expect to continue to invest a portion of our excess capital in accordance with insurance regulatory limitations in both large-cap publicly traded equity securities and bonds. These investments are subject to the risk of loss in value depending upon market conditions and factors outside of our control.

Table of Contents

Results of Asset Management Operations

	For the Three Months Ended June 30,
	(unaudited)
	2023						2022
				As a % of						As a % of
				Segment						Segment
				Operating						Operating
	Amount			Revenues			Amount			Revenues
Operating Revenues
Investment and other income	$	145,493			100.0	%		-			-
Cost of Revenues
Total cost of revenues		-			-			-			-
Gross margin		145,493			100.0	%		-			-
Other Operating Expenses
Employee costs		386,937			265.9	%		174,729			-
Professional fees		116,478			80.1	%		274,980			-
Depreciation		-			-			-			-
Amortization		-			-			-			-
General and administrative		158,107			108.7	%		49,669			-
Total expenses		661,522			454.7	%		499,378			-
Segment Loss from Operations		(516,029	)		(354.7	%)		(499,378	)		-
Interest and dividend income		30,694			21.1	%		-			-
Equity in income of unconsolidated affiliates		4,630,610			3182.7	%		-			-
Other investment loss		(1,023,660	)		(703.6	%)		-			-
Noncontrolling interest in subsidiary loss		908,610			624.5	%		-			-
Net Income (Loss) Attributable to Common Stockholders	$	4,030,225			2770.0	%	$	(499,378	)		-

Comparison of the Second Quarter of Fiscal 2023 to the Second Quarter of Fiscal 2022. In September 2017, we formed our asset management business. Throughout fiscal 2022 and during the first six months of fiscal 2023 we have been hiring within our asset management business to ensure adequate staffing for the growing demands and needs of the business. In May 2023, we acquired 100% of the membership interests in 24th Street from the members of 24th Street other than BOAM. Therefore, comparisons of our asset management results for the second quarter of fiscal 2023 to the second quarter of fiscal 2022 may not be meaningful. The key factors affecting our asset management operations results during the second quarter of fiscal 2023 were as follows:

●

Employee costs in the second quarter of fiscal 2023 increased by 121.4% from the second quarter of fiscal 2022 as we continue to hire for key roles within the business.

●

Professional fees in the second quarter of fiscal 2023 decreased by 57.6% from the second quarter of fiscal 2022.

●

General and administrative expenses in the second quarter of fiscal 2023 increased by 218.3% from the second quarter of fiscal 2022.

●

Equity in income of unconsolidated affiliates in the second quarter of fiscal 2023 included non-cash gains recognized related to the remeasurement of our previously-held interest in 24th Street.

●

Other investment loss in the second quarter of fiscal 2023 primarily included the impact of the fair value mark-to-market adjustments recorded related to the commercial real estate assets held within each of the 24th Street Funds.

●

Noncontrolling interest in subsidiary loss in the second quarter of fiscal 2023 mainly included the external limited partners share of GAAP losses within the 24th Street Funds, mainly driven by the mark-to-market adjustments referenced above.

Table of Contents

Results of Billboard Operations

	For the Six Months Ended June 30,								For the Six Months Ended June 30,
	(unaudited)								(unaudited)
	2022				2021				2023						2022
				As a % of				As a % of				As a % of						As a % of
				Segment				Segment				Segment						Segment
				Operating				Operating				Operating						Operating
	Amount			Revenues	Amount			Revenues	Amount			Revenues			Amount			Revenues
Operating Revenues
Billboard rentals, net	$	18,963,313		100.0%	$	15,106,517		100.0%	$	21,137,747			100.0	%	$	18,963,313			100.0	%
Cost of Revenues
Ground rents		3,880,776		20.4%		3,178,629		21.0%		3,997,708			18.9	%		3,880,776			20.4	%
Utilities		811,197		4.3%		624,382		4.1%		883,401			4.2	%		811,197			4.3	%
Commissions paid		1,526,869		8.1%		1,461,077		9.7%		1,690,802			8.0	%		1,526,869			8.1	%
Other costs of revenues		964,312		5.1%		671,189		4.5%		1,044,377			4.9	%		964,312			5.1	%
Total cost of revenues		7,183,154		37.9%		5,935,277		39.3%		7,616,288			36.0	%		7,183,154			37.9	%
Gross margin		11,780,159		62.1%		9,171,240		60.7%		13,521,459			64.0	%		11,780,159			62.1	%
Other Operating Expenses
Employee costs		3,458,972		18.3%		2,923,743		19.4%		3,630,482			17.2	%		3,458,972			18.3	%
Professional fees		228,256		1.2%		307,273		2.0%		469,938			2.2	%		228,256			1.2	%
Depreciation		2,231,595		11.8%		1,755,322		11.6%		2,504,327			11.8	%		2,231,595			11.8	%
Amortization		1,798,550		9.5%		1,697,641		11.2%		1,955,957			9.3	%		1,798,550			9.5	%
General and administrative		1,693,583		8.9%		1,401,973		9.3%		1,947,841			9.2	%		1,693,583			8.9	%
Accretion		94,025		0.5%		57,707		0.4%		107,646			0.5	%		94,025			0.5	%
(Gain) loss on disposition of assets		(70,197	)	(0.4%)		55,154		0.4%		(7,629	)		0.0	%		(70,197	)		-0.4	%
Total expenses		9,434,784		49.8%		8,198,813		54.3%		10,608,562			50.2	%		9,434,784			49.8	%
Segment Income from Operations		2,345,375		12.3%		972,427		6.4%		2,912,897			13.8	%		2,345,375			12.3	%
Interest expense, net		(575,027	)	(3.0%)		(457,298	)	(3.0%)		(487,988	)		(2.3	%)		(575,027	)		(3.0	%)
Other investment income (loss)										-			-			-			-
Net Income Attributable to Common Stockholders	$	1,770,348		9.3%	$	515,129		3.4%	$	2,424,909			11.5	%	$	1,770,348			9.3	%

Comparison of the First Six Months of Fiscal ~~2022~~2023 to the First Six Months of Fiscal ~~2021.~~2022. In the first six months of fiscal ~~2022,~~2023, there was a ~~25.5%~~11.5% increase in net billboard revenues from the first six months of fiscal ~~2021,~~2022, reflecting an improvement in rental and occupancy rates across a number of our markets as well as the acquisition of billboards from ~~Keleher and Missouri Neon in~~Elevation during the fourth quarter ~~of fiscal 2021, which accounted for approximately 14.0% of our billboard revenues in the first six months~~ of fiscal 2022. The key factors affecting our billboard operations results during the first six months of fiscal ~~2022~~2023 were as follows:

●

Ground rent expense decreased as a percentage of total segment operating revenues from ~~21.0% in the first six months of fiscal 2021 to~~ 20.4% in the first six months of fiscal ~~2022.~~2022 to 18.9% in the first six months of fiscal 2023.

●

Commissions paid as a percentage of total segment operating revenues decreased slightly from ~~9.7% in the first six months of fiscal 2021 to~~ 8.1% in the first six months of fiscal ~~2022. The decrease is mainly driven by new incentive programs throughout several~~2022 to 8.0% in the first six months of ~~our markets.~~fiscal 2023.

●

Employee costs as a percentage of total segment operating revenues decreased from ~~19.4% in the first six months of fiscal 2021 to~~ 18.3% in the first six months of fiscal ~~2022.~~2022 to 17.2% in the first six months of fiscal 2023. The decrease is due to organic revenue growth as well as the impact from the ~~Keleher and Missouri Neon acquisitions.~~Elevation acquisition.

●

General and administrative expenses ~~decreased~~increased slightly as a percentage of total segment operating revenues from ~~9.3% in the first six months of fiscal 2021 to~~ 8.9% in the first six months of fiscal ~~2022.~~2022 to 9.2% in the first six months of fiscal 2023.

●

Depreciation and amortization expense increased by ~~$476,273~~$272,732 and ~~$100,909,~~$157,407, respectively, from the first six months of fiscal ~~2021.~~2022. The increases are primarily due to the ~~Keleher and Missouri Neon acquisitions.~~Elevation acquisition.

●

Net interest expense was $487,988 in the first six months of fiscal 2023 compared to net interest expense of $575,027 in the first six months of fiscal ~~2022 compared to net~~2022. The decrease is driven by interest ~~expense of $457,298~~income from investing excess cash in ~~the first six months of fiscal 2021.~~U.S. Treasury securities.

4849

Table of Contents

Results of Broadband Operations

	For the Six Months Ended June 30,												For the Six Months Ended June 30,
	(unaudited)												(unaudited)
	2022						2021						2023						2022
				As a % of						As a % of						As a % of						As a % of
				Segment						Segment						Segment						Segment
				Operating						Operating						Operating						Operating
	Amount			Revenues			Amount			Revenues			Amount			Revenues			Amount			Revenues
Operating Revenues
Broadband revenues	$	12,155,526			100.0	%	$	7,555,491			100.0	%	$	17,235,141			100.0	%	$	12,155,526			100.0	%
Cost of Revenues
Network operations and data costs		1,691,982			13.9	%		1,089,944			14.4	%		2,074,949			12.0	%		1,691,982			13.9	%
Programming costs		40,905			0.3	%		55,798			0.7	%		49,584			0.3	%		40,905			0.3	%
Cell site rent and utilities		481,825			4.0	%		279,618			3.7	%		829,202			4.8	%		481,825			4.0	%
Other costs of revenues		766,875			6.3	%		185,282			2.5	%		1,902,791			11.1	%		766,875			6.3	%
Total cost of revenues		2,981,587			24.5	%		1,610,642			21.3	%		4,856,526			28.2	%		2,981,587			24.5	%
Gross margin		9,173,939			75.5	%		5,944,849			78.7	%		12,378,615			71.8	%		9,173,939			75.5	%
Other Operating Expenses
Employee costs		4,567,654			37.6	%		2,508,412			33.2	%		6,931,893			40.2	%		4,567,654			37.6	%
Professional fees		406,451			3.4	%		82,634			1.1	%		394,152			2.3	%		406,451			3.4	%
Depreciation		1,448,627			11.9	%		588,464			7.8	%		3,090,629			17.9	%		1,448,627			11.9	%
Amortization		1,024,293			8.4	%		590,111			7.8	%		1,596,830			9.3	%		1,024,293			8.4	%
General and administrative		2,008,624			16.5	%		899,268			11.9	%		3,411,732			19.8	%		2,008,624			16.5	%
Accretion		6,831			0.1	%		6,831			0.1	%		-			0.0	%		6,831			0.1	%
Loss on disposition of assets		48,088			0.4	%		3,272			0.0	%		(32,520	)		(0.2	%)		48,088			0.4	%
Total expenses		9,510,568			78.3	%		4,678,992			61.9	%		15,392,716			89.3	%		9,510,568			78.3	%
Segment Income (Loss) from Operations		(336,629	)		(2.8	%)		1,265,857			16.8	%
Interest expense, net		(10,524	)		(0.1	%)		(4,969	)		(0.1	%)
Noncontrolling interest in subsidiary income		(306,603	)		(2.5	%)		(254,461	)		(3.4	%)
Net Income (Loss) Attributable to Common Stockholders	$	(653,756	)		(5.4	%)	$	1,006,427			13.3	%
Segment Loss from Operations														(3,014,101	)		(17.5	%)		(336,629	)		(2.8	%)
Interest income (expense), net														5,652			0.0	%		(10,524	)		(0.1	%)
Noncontrolling interest in subsidiary loss (income)														45,318			0.3	%		(306,603	)		(2.5	%)
Net Loss Attributable to Common Stockholders													$	(2,963,131	)		(17.2	%)	$	(653,756	)		(5.4	%)

Comparison of the First Six Months of Fiscal ~~2022~~2023 to the First Six Months of Fiscal ~~2021.~~2022. In the first six months of fiscal ~~2022,~~2023, total operating revenues increased by ~~60.9%~~41.8% when compared to the first six months of fiscal ~~2021~~2022 mainly reflecting the revenues generated from the InfoWest and Go Fiber acquisitions which were completed inon April 1, 2022. The key factors affecting our broadband operations results during the first six months of fiscal ~~2022~~2023 were as follows:

●

Total cost of revenues increased as a percentage of total segment operating revenues from ~~21.3% in the first six months of fiscal 2021 to~~ 24.5% in the first six months of fiscal ~~2022.~~2022 to 28.2% in the first six months of fiscal 2023. The increase is mainly driven by the InfoWest and Go Fiber ~~acquisitions in April 2022 as well as our FFH business, which launched during the third quarter of fiscal 2021.~~acquisitions.

●

Employee costs in the first six months of fiscal ~~2022~~2023 increased by ~~82.1%~~51.8% from the first six months of fiscal ~~2021.~~2022. The increase is mainly due to the InfoWest and Go Fiber acquisitions ~~in April 2022~~ and hiring within our Utah Broadband and FFH ~~business.~~businesses.

●

Professional fees as a percentage of total segment operating revenues ~~increased~~decreased from ~~1.1% in the first six months of fiscal 2021 to~~ 3.4% in the first six months of fiscal ~~2022. The increase is mainly due~~2022 to 2.3% in the ~~InfoWest and Go Fiber acquisitions completed in April 2022.~~first six months of fiscal 2023.

●

General and administrative expenses as a percentage of total segment operating revenues increased from ~~11.9% in the first six months of fiscal 2021 to~~ 16.5% in the first six months of fiscal ~~2022.~~2022 to 19.8% in the first six months of fiscal 2023. The increase as a percent of revenues is mainly due to ~~our FFH business, which launched during~~ the ~~third quarter of fiscal 2021.~~InfoWest and Go Fiber acquisitions.

●

Depreciation and amortization expense increased by ~~$860,163~~$1,642,002 and ~~$434,182,~~$572,537, respectively, from the first six months of fiscal ~~2021.~~2022. The increase in depreciation and amortization expense is mainly due to ~~measurement period adjustments to increase the fair value assigned to UBB's property, plant and equipment by $1,149,000 during the third quarter of fiscal 2021 as well as~~ the InfoWest and Go Fiber ~~acquisitions completed in April 2022. The increase in amortization expense is mainly driven by the InfoWest and Go Fiber acquisitions completed in April 2022.~~

acquisitions.

4950

Table of Contents

Results of Insurance Operations

	For the Six Months Ended June 30,								For the Six Months Ended June 30,
	(unaudited)								(unaudited)
	2022				2021				2023						2022
				As a % of				As a % of				As a % of						As a % of
				Segment				Segment				Segment						Segment
				Operating				Operating				Operating						Operating
	Amount			Revenues	Amount			Revenues	Amount			Revenues			Amount			Revenues
Operating Revenues
Premiums earned	$	4,695,972		77.4%	$	3,522,722		74.6%	$	6,565,900			77.1	%	$	4,695,972			77.4	%
Insurance commissions		1,191,444		19.6%		1,058,880		22.4%		1,070,666			12.6	%		1,191,444			19.6	%
Investment and other income		181,708		3.0%		141,290		3.0%		877,232			10.3	%		181,708			3.0	%
Total operating revenues		6,069,124		100.0%		4,722,892		100.0%		8,513,798			100.0	%		6,069,124			100.0	%
Cost of Revenues
Commissions paid		1,293,515		21.3%		957,042		20.3%		1,912,963			22.5	%		1,293,515			21.3	%
Premium taxes, fees, and assessments		125,675		2.1%		138,380		2.9%		181,954			2.1	%		125,675			2.1	%
Losses and loss adjustment expense		762,495		12.5%		906,393		19.2%		1,214,493			14.3	%		762,495			12.5	%
Total cost of revenues		2,181,685		35.9%		2,001,815		42.4%		3,309,410			38.9	%		2,181,685			35.9	%
Gross margin		3,887,439		64.1%		2,721,077		57.6%		5,204,388			61.1	%		3,887,439			64.1	%
Other Operating Expenses
Employee costs		2,769,737		45.6%		2,446,846		51.8%		3,290,166			38.7	%		2,769,737			45.6	%
Professional fees		152,018		2.5%		185,349		3.9%		232,334			2.7	%		152,018			2.5	%
Depreciation		18,393		0.3%		13,536		0.3%		70,861			0.8	%		18,393			0.3	%
Amortization		94,123		1.6%		82,957		1.8%		80,123			0.9	%		94,123			1.6	%
General and administrative		1,026,339		17.0%		1,211,993		25.6%		1,009,771			11.9	%		1,026,339			17.0	%
Total expenses		4,060,610		67.0%		3,940,681		83.4%		4,683,255			55.0	%		4,060,610			67.0	%
Segment Loss from Operations		(173,171	)	(2.9%)		(1,219,604	)	(25.8%)
Segment Income (Loss) from Operations										521,133			6.1	%		(173,171	)		(2.9	%)
Interest expense, net		-		-		(1,996	)	(0.1%)		(371	)		(0.0	%)		-			-
Other investment income (loss)		(2,943,875	)	(48.5%)		3,906,214		82.7%		345,197			4.1	%		(2,943,875	)		(48.5	%)
Net Income (Loss) Attributable to Common Stockholders	$	(3,117,046	)	(51.4%)	$	2,684,614		56.8%	$	865,959			10.2	%	$	(3,117,046	)		(51.4	%)

Comparison of the First Six Months of Fiscal ~~2022~~2023 to the First Six Months of Fiscal ~~2021.~~2022. In the first six months of fiscal ~~2022,~~2023, total operating revenues increased by ~~28.5%~~40.3% when compared to the first six months of fiscal ~~2021,~~2022, mainly due to increased earned premium and investment and other income at our UCS insurance ~~subsidiary and the ACS acquisition completed in April 2021.~~subsidiary. The key factors affecting our insurance operations results during the first six months of fiscal ~~2022~~2023 were as follows:

●

Premiums earned from our UCS insurance subsidiary increased 39.8% in the first six months of fiscal ~~2022 increased 33.3% from~~2023 when compared to the first six months of fiscal ~~2021.~~2022. The increase in premiums earned was primarily due to increases in production throughout fiscal ~~2021~~2022 and the first six months of fiscal ~~2022.~~2023. We recognize revenues for written premium over the life of the surety bond and, as a result, increased sales activities are not fully reflected in the quarter in which the surety bond is issued.

●

~~Our~~Insurance commissions generated by our surety brokerage operations ~~realized a 12.5% increase in insurance commissions~~decreased by 10.1% in the first six months of fiscal ~~2022~~2023 when compared to the first six months of fiscal ~~2021. The increase is~~2022, mainly due to reduced production through outside insurance carriers.

●

Investment and other income at UCS increased from $181,708 in the first six months of fiscal 2022 to $877,232 in the first six months of fiscal 2023, mainly due to the ~~ACS acquisition completed~~increase in ~~April 2021.~~interest rates over the past 12 months.

●

Commissions paid as a percentage of total segment operating revenues increased from ~~20.3% in the first six months of fiscal 2021 to~~ 21.3% in the first six months of fiscal ~~2022.~~2022 to 22.5% in the first six months of fiscal 2023, mainly driven by increased written premium through outside insurance brokerage firms.

●

Losses and loss adjustment expenses as a percentage of total segment operating revenues ~~decreased~~increased from ~~19.2% in the first six months of fiscal 2021 to~~ 12.5% in the first six months of fiscal ~~2022.~~2022 to 14.3% in the first six months of fiscal 2023. Losses and loss adjustment expenses are reserved monthly based on a percentage of earned premium. The reduction in loss reserves when compared to the first six months of fiscal 2021 is mainly related to UCS no longer having any material exposure to the rental guarantee bond program as substantially all of these bonds have since expired.

●

Employee costs in the first six months of fiscal ~~2022~~2023 increased by ~~13.2%~~18.8% from the first six months of fiscal ~~2021.~~2022. The increase is mainly due to ~~the ACS acquisition completed in April 2021~~incentive plan payments as well as the hiring of ~~finance, IT and marketing positions at GIG.~~production-based roles within our surety brokerage operations.

●

General and administrative expenses in the first six months of fiscal ~~2022~~2023 decreased by ~~15.3%~~1.6% from the first six months of fiscal ~~2021.~~2022. The decrease is mainly ~~due~~driven by a $248,272 reduction of the contingent consideration related to ~~lower~~the ACS acquisition and was partially offset by higher IT system implementation related expenses.

●

During the first six months of fiscal ~~2022,~~2023, our segment ~~loss~~income from insurance operations of ~~$173,171~~$521,133 was increased by other investment ~~losses~~income of ~~$2,943,875~~$345,197 mainly from unrealized ~~losses~~gains on our investments in publicly held securities. We expect to continue to invest a portion of our excess capital in accordance with insurance regulatory limitations in both large-cap publicly traded equity securities and bonds. These investments are subject to the risk of loss in value depending upon market conditions and factors outside of our control.

5051

Table of Contents

Results of Asset Management Operations

	For the Six Months Ended June 30,
	(unaudited)
	2023						2022
				As a % of						As a % of
				Segment						Segment
				Operating						Operating
	Amount			Revenues			Amount			Revenues
Operating Revenues
Investment and other income	$	145,493			100.0	%		-			-
Cost of Revenues
Total cost of revenues		-			-			-			-
Gross margin		145,493			100.0	%		-			-
Other Operating Expenses
Employee costs		749,311			515.0	%		196,790			-
Professional fees		233,497			160.5	%		471,593			-
Depreciation		-			-			-			-
Amortization		-			-			-			-
General and administrative		238,670			164.0	%		77,398			-
Total expenses		1,221,478			839.5	%		745,781			-
Segment Loss from Operations		(1,075,985	)		(739.5	%)		(745,781	)		-
Interest and dividend income		38,148			26.2	%		-			-
Equity in income of unconsolidated affiliates		4,630,610			3182.7	%		-			-
Other investment loss		(1,023,660	)		(703.6	%)		-			-
Noncontrolling interest in subsidiary loss		971,187			667.5	%		-			-
Net Income (Loss) Attributable to Common Stockholders	$	3,540,300			2433.3	%	$	(745,781	)		-

Comparison of the First Six Months of Fiscal 2023 to the First Six Months of Fiscal 2022. In September 2017, we formed our asset management business. Throughout fiscal 2022 and during the first six months of fiscal 2023 we have been hiring within our asset management business to ensure adequate staffing for the growing demands and needs of the business. In May 2023, we acquired 100% of the membership interests in 24th Street from the members of 24th Street other than BOAM. Therefore, comparisons of our asset management results for the first six months of fiscal 2023 to the first six months of fiscal 2022 may not be meaningful. The key factors affecting our insurance operations results during the first six months of fiscal 2023 were as follows:

●

Employee costs in the first six months of fiscal 2023 increased by 280.8% from the first six months of fiscal 2022 as we continue to hire for key roles within the business.

●

Professional fees in the first six months of fiscal 2023 decreased by 50.5% from the first six months of fiscal 2022.

●

General and administrative expenses in the first six months of fiscal 2023 increased by 208.4% from the first six months of fiscal 2022.

●

Equity in income of unconsolidated affiliates in the first six months of fiscal 2023 included non-cash gains recognized related to the remeasurement of our previously-held interest in 24th Street.

●

Other investment loss in the first six months of fiscal 2023 primarily included the impact of the fair value mark-to-market adjustments recorded related to the commercial real estate assets held within each of the 24th Street Funds.

●

Noncontrolling interest in subsidiary loss in the first six months of fiscal 2023 mainly included the external limited partners share of GAAP losses within the 24th Street Funds, mainly driven by the mark-to-market adjustments referenced above.

Table of Contents

Cash Flows

Cash Flows for the First Six Months of Fiscal ~~2022~~2023 compared to the First Six Months of Fiscal ~~2021~~2022

The table below summarizes our cash flows, in dollars, for the first six months of fiscal ~~2022~~2023 and the first six months of fiscal ~~2021:~~2022:

Six Months

Six Months

Ended

Ended

June 30, 2022

June 30, 2021

(unaudited)

(unaudited)

Net cash (used in) provided by operating activities
$ (14,679,836 ) $ 5,290,113
Net cash provided by (used in) investing activities
110,796,471 (46,908,356 )
Net cash (used in) provided by financing activities
(116,124,168 ) 52,359,788
Net (decrease) increase in cash, cash equivalents, and restricted cash
$ (20,007,533 ) $ 10,741,545

	Six Months			Six Months
	Ended			Ended
	June 30, 2023			June 30, 2022
	(unaudited)			(unaudited)
Net cash provided by (used in) operating activities	$	4,363,708		$	(14,679,836	)
Net cash (used in) provided by investing activities		(39,149,019	)		110,796,471
Net cash provided by (used in) financing activities		39,696,268			(116,124,168	)
Net increase (decrease) in cash, cash equivalents, and restricted cash	$	4,910,957		$	(20,007,533	)

Net Cash ~~(Used in)~~ Provided by (Used in)Operating Activities.Net cash provided by operating activities was $4,363,708 for the first six months of fiscal 2023 compared to net cash used in operating activities ~~was~~of $14,679,836 for the first six months of fiscal ~~2022 compared to net cash provided by operating activities of $5,290,113 for the first six months of fiscal 2021.~~2022. The ~~decrease~~increase in net cash provided by operating activities was mainly driven by improved cash flow generation within our billboard and insurance businesses, positive operating cash flow impact from the InfoWest and Go Fiber acquisitions, and the 2021 bonus payments under our Management Incentive Bonus Plan, which totaled $15,000,000 and were ~~accrued for in the fourth quarter of fiscal 2021 but~~ paid in January ~~2022,~~2022. These items were partially offset by operating costs within our FFH business ~~which launched during the third quarter of fiscal 2021,~~ and ~~the formation of~~ our build for rent business and fund structure within BOAM. These items were partially offset by improved cash flow generation within our billboard and insurance businesses as well as positive operating cash flow impact from the InfoWest and Go Fiber acquisitions completed in April 2022.asset management business.

Net Cash ~~Provided by~~ (Used in) Provided byInvesting Activities.Net ~~cash provided by investing activities was $110,796,471 for the first six months of fiscal 2022 as compared with net~~ cash used in investing activities ~~of $46,908,356~~was $39,149,019 for the first six months of fiscal ~~2021.~~2023 as compared with net cash provided by investing activities of $110,796,471 for the first six months of fiscal 2022. The ~~increase~~decrease in net cash provided by investing activities is primarily attributable to ~~$130,190,277~~ ~~in proceeds from the sale of investments in Yellowstone's trust account related to Yellowstone's business combination with Sky Harbour as well as $80,221,635~~$7,616,590 in net ~~proceeds~~purchases of mainly ~~from the sale or maturity of~~ U.S. Treasury ~~trading~~ securities, ~~and marketable equity securities held at Boston Omaha. These items were partially offset by net cash outflows related to our $45,000,000 PIPE investment~~$20,915,576 in ~~Sky Harbour, $40,502,355~~capital expenditures, $5,640,072 in business acquisitions ~~net of cash acquired, mainly related to the InfoWest~~ and ~~Go Fiber acquisitions and capital expenditures of $13,644,060.~~$3,120,409 in payments on short-term payables for business acquisitions.

Net Cash Provided by (Used in) ~~Provided by~~ Financing Activities.Net ~~cash used in financing activities was~~ ~~$116,124,168 during the first six months of fiscal 2022 as compared to net~~ cash provided by financing activities ~~of $52,359,788~~was $39,696,268 during the first six months of fiscal ~~2021.~~2023 as compared to net cash used financing activities of $116,124,168 during the first six months of fiscal 2022. During the first six months of fiscal ~~2022,~~2023, net cash ~~used in~~provided by financing activities mainly consisted of $~~123,068,515~~ $37,526,663 in ~~redemptions~~gross proceeds raised through the sale of Class A common stock using our "at the market" program and ~~net cash outflows~~$4,300,000 in contributions received from ~~Yellowstone's trust account as well as the $4,759,615 deferred underwriting fee payment related to Yellowstone's business combination with Sky Harbour,~~noncontrolling interests, partially offset by ~~$12,476,849~~offering costs of $1,268,110 and $766,429 in ~~collateral received at UCS.~~principal payments on Link's term loan.

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Liquidity and Capital Resources

Currently, we own billboards in Alabama, Arkansas, Florida, Georgia, Illinois, Iowa, Kansas, Missouri, Nebraska, Nevada, Oklahoma, South Dakota, Tennessee, Virginia, West Virginia and Wisconsin, a surety insurance company we acquired in December 2016, surety insurance brokerage firms we acquired in 2016, 2017 and 2021, broadband services providers whose assets we acquired in March 2020, December 2020, ~~and~~ April 2022 and June 2023, minority investments in commercial real estate management and brokerage services, a bank focused on servicing the automotive loan market ~~a homebuilding company~~ and a developer of private aviation infrastructure focused on building, leasing and managing business aviation hangars. At June 30, ~~2022,~~2023, we had approximately ~~$40~~$32 million in unrestricted cash and approximately ~~$41~~$44 million in ~~U.S. Treasury trading securities.~~short-term treasury securities (excludes $25 million of short-term treasury securities held by funds consolidated by BOAM). Our strategy is to continue to acquire other billboard locations, insurance businesses, and broadband service providers as well as acquire other businesses and open new businesses which we believe have the potential to generate positive cash flows when made at what we believe to be attractive prices relative to other opportunities generally available to us. We currently expect to finance any future acquisitions and investments with cash, debt and seller or third-party financing. In the future, we may satisfy all or a portion of the purchase price for an acquisition with our equity securities. In addition, we have made investments in several companies and expect to continue to make investments in the securities of both publicly traded and privately held companies.

There can be no assurance that we will consummate any subsequent acquisitions. Furthermore, our acquisitions are subject to a number of risks and uncertainties, including as to when, whether and to what extent the anticipated benefits and cost savings of a particular acquisition will be realized. Our failure to successfully identify and complete future acquisitions of assets or businesses could reduce future potential earnings, available cash and slow our anticipated growth. Although we have entered and continue to enter into non-binding letters of intent to acquire businesses on a regular basis, we do not have current agreements, commitments or understandings for any specific material acquisitions which are probable to be consummated at this time.

To date, we have raised funds through the sale of our Common Stock in public offerings, sales of our Common Stock in “at the market” programs, term loan financing through our Link subsidiary, proceeds from the sale of publicly traded securities held by us, cash flow from operations, and, prior to 2019, through private placements of our Common Stock. As described below, we may raise additional funds through our shelf registration statement allowing us to raise up to $500 million through the sale of securities to fund future acquisitions and investments.

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~~2020 and 2021 Underwritten Public Offerings~~2022 Shelf Registration Statement

On May 28, 2020, we entered into an underwriting agreement, which we refer to as the “2020 Underwriting Agreement,” with Wells Fargo Securities, LLC, which we refer to as “WFS,” and Cowen and Company, LLC, as joint lead book-running managers for a public offering of 3,200,000 shares, which we refer to as the “2020 firm shares,” of our Class A common stock at a public offering price of $16.00 per share. Under the terms of the underwriting agreement, we granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 480,000 shares of Class A common stock at the public offering price less underwriting discounts and commissions, which we refer to as the “option shares.” On June 2, 2020, we completed the public offering selling a total of 3,680,000 shares, including both the 2020 firm shares and all of the 2020 option shares, resulting in total gross proceeds to us of $58.9 million. The shares were sold in the offering pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-222853) that was declared effective on February 9, 2018, as supplemented by a prospectus supplement dated May 28, 2020, which we refer to as the “2018 Shelf Registration Statement.”

On March 31, 2021, we entered into an underwriting agreement, which we refer to as the “2021 Underwriting Agreement,” with WFS for a public offering of 2,300,000 shares, which we refer to as the “2021 firm shares,” of our Class A common stock, of which 2,000,000 shares were sold by Boston Omaha and 300,000 shares were sold by a selling stockholder, at a public offering price of $25.00 per share. Under the terms of the 2021 Underwriting Agreement, we granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 345,000 shares of Class A common stock at the public offering price less underwriting discounts and commissions, which we refer to as the “2021 option shares.” On April 6, 2021, we announced the completion of the public offering consisting of 2,345,000 shares, including both the 2021 firm shares and all of the 2021 option shares issued as a result of the underwriters’ exercise in full of their over-allotment option, resulting in total gross proceeds to us of $58.6 million. We raised this capital to fund the planned expansion of our fiber-to-the-home broadband business, to seek to grow our Link billboard business through the acquisitions of additional billboard businesses, and for general corporate purposes. The shares were sold in the offering pursuant to the Company’s universal shelf registration statement on Form S-3ASR (File No. 333-254870) that was declared effective on March 30, 2021, which we refer to as the “2021 Shelf Registration Statement.” The 2021 Shelf Registration Statement expired on March 28, 2022 upon the filing of our 2021 Annual Report on Form 10-K as we no longer qualified as a well-known seasoned issuer. In April 2022, we filed a shelf ~~Registration Statement~~registration statement on Form S-3 (File No. 333-264470) that was declared effective on May 11, 2022, which we refer to as the “2022 Shelf Registration Statement,” relating to the ~~offering~~registration of Class A common stock, preferred stock, par value $0.001 per share, which we refer to as “preferred stock,” debt securities and warrants of the Company for up to $500 million.

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~~At The Market Offering Programs~~

Starting in March 2018, we utilized our at the market offering that was part of our 2018 Shelf Registration Statement. This 2018 Shelf Registration Statement, which authorized us to sell up to $200 million through the sales of securities to the public, expired in February 2021 and was superseded by the 2021 Shelf Registration Statement. We sold a total of 2,630,787 shares of Class A common stock resulting in gross proceeds of $60.1 million under the 2018 Shelf Registration Statement.

On September 29, 2021, we entered into an at the market equity offering program (the “ATM Program”) pursuant to a Sales Agreement (the “Sales Agreement”) by and between us and WFS. This ATM Program is consistent with our historical practice of having available to management the option to issue stock from time to time in order to continue to fund the growth of its fiber to the home rural broadband business, acquire additional billboards, and make other such investments in assets as needed to seek to grow intrinsic value per share. Our general preference is always to have options available to us from a capital allocation perspective which includes, but is not limited to, having a regularly filed ATM program as well as an authorized share repurchase program.

Pursuant to the terms of the Sales Agreement, we could sell, from time to time, shares (collectively, the “Placement Shares”) of our Class A common stock, with an aggregate sales price of up to $100 million through WFS, in transactions that are deemed to be at the market offerings as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”). The 2021 Shelf Registration Statement expired on March 28, 2022 upon the filing of our 2021 Annual Report on Form 10-K as we no longer qualified as a well-known seasoned issuer. We sold a total of 122,246 shares of our Class A common stock resulting in gross proceeds of approximately $4.2 million under the the 2021 Shelf Registration Statement.

For sales of Placement Shares through WFS, we paid WFS a commission at a mutually agreed rate of 3% of the gross sales price per Placement Share. The Sales Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which we and WFS have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

In April 2022, we filed a shelf Registration Statement on Form S-3 (File No. 333-264470) that was declared effective on May 11, 2022, relating to the offering of Class A common stock, preferred stock, debt securities and warrants of the Company for up to $500 million. Additionally, in the 2022 shelf registration statement, we have registered for resale up to 8,297,093 shares of Class A common stock acquired in 2018 or earlier in private placements in accordance with the terms of a 2018 registration rights agreement. We will not receive any proceeds from the sale of Class A common stock by the selling shareholders. Currently, the selling stockholders are the Massachusetts Institute of Technology, or “MIT”, as well as 238 Plan Associates LLC, an MIT pension and benefit fund and a limited partnership holding our Class A common stock for the economic benefit of MIT. No officer or director has any beneficial interest in any shares eligible for resale by the selling shareholders. We may, from time to time, in one or more offerings, offer and sell Class A common stock or preferred stock, various series of debt securities, and/or warrants. The shelf registration statement may also be used by one or more selling security holders, to be identified in the future, of our securities. We or any selling security holders may offer these securities from time to time in amounts, at prices and on terms determined at the time of offering. We may sell these securities to or through one or more underwriters, dealers or agents or directly to purchasers on a delayed or continuous basis. Unless otherwise set forth in an applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities that we offer for general corporate purposes, including, but not limited to, financing our existing businesses and operations, and expanding our businesses and operations through additional hires, strategic alliances, and acquisitions. Unless otherwise set forth in a prospectus supplement, we will not receive any proceeds from the sale of securities by any selling stockholders.

Additionally, in the 2022 Shelf Registration Statement, we registered for resale up to 8,297,093 shares of Class A common stock acquired in 2018 or earlier in private placements in accordance with the terms of a 2018 registration rights agreement. We will not receive any proceeds from the sale of Class A common stock by the selling shareholders. The selling stockholders listed in the shelf registration statement are the Massachusetts Institute of Technology, or “MIT,” as well as 238 Plan Associates LLC (an MIT pension and benefit fund), and a limited partnership holding our Class A common stock for the economic benefit of MIT. No officer or director has any beneficial interest in any shares eligible for resale by the selling shareholders.

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At The Market Offering Programs

Starting in March 2018, we utilized our "at the market" offering that was part of our 2018 Shelf Registration Statement. This 2018 Shelf Registration Statement, which authorized us to sell up to $200 million through the sales of securities to the public, expired in February 2021 and was superseded by the 2021 Shelf Registration Statement. We sold a total of 2,630,787 shares of Class A common stock resulting in gross proceeds of $60.1 million under the 2018 Shelf Registration Statement.

On September 29, 2021, we entered into an "at the market" equity offering program pursuant to a Sales Agreement (the "2021 Sales Agreement") by and between us and WFS. Pursuant to the terms of the 2021 Sales Agreement, we could sell, from time to time, shares of our Class A common stock, with an aggregate sales price of up to $100 million through WFS, in transactions that are deemed to be "at the market" offerings as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”). The 2021 Shelf Registration Statement expired on March 28, 2022 upon the filing of our 2021 Annual Report on Form 10-K as we no longer qualified as a well-known seasoned issuer. We sold a total of 122,246 shares of our Class A common stock resulting in gross proceeds of approximately $4.2 million under the 2021 Shelf Registration Statement.

On December 8, 2022, we entered into an "at the market" equity offering program (the “ATM Program”) pursuant to a Sales Agreement (the “2022 Sales Agreement”) with Wells Fargo Securities, LLC (“WFS”). This ATM Program is consistent with our historical practice of having available to management the option to issue stock from time to time in order to continue to fund the growth of its fiber-to-the-home broadband business, acquire additional billboards, and make other such investments in assets as needed to seek to grow intrinsic value per share. Our general preference is always to have options available to it from a capital allocation perspective which includes, but is not limited to, having a regularly filed ATM program.

Pursuant to the terms of the 2022 Sales Agreement, we may sell, from time to time, shares of our Class A common stock, par value $0.001 per share (the “Class A common stock”), with an aggregate sales price of up to $100 million through WFS, in transactions that are deemed to be “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”). Since the signing of the 2022 Sales Agreement, we sold 7,887 shares of Class A common stock in December 2022 for gross proceeds of approximately $205 thousand and 1,532,065 shares of our Class A common stock during the first six months of fiscal 2023 for gross sale proceeds of approximately $37.5 million.

Upon delivery of a placement notice (a “Placement Notice”) and upon the terms and subject to the conditions of the Sales Agreement, WFS will use reasonable efforts consistent with its normal trading and sales practices, applicable laws and the rules of the NYSE to sell the shares available under the ATM Program from time to time based upon our instructions for the sales, including price, time or size limits specified, and otherwise in accordance with, the terms of such Placement Notice. Pursuant to the 2022 Sales Agreement, WFS may sell shares of our Class A common stock under the ATM Program by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made through the NYSE or on any other existing trading market for the Class A common stock. Notwithstanding the foregoing, WFS may not purchase shares under the ATM Program for its own account as principal unless expressly authorized to do so by us.

We intend to use the net proceeds from the offering, after deducting WFS’ commissions and our offering expenses, for general corporate purposes, which may include financing our existing businesses and operations, and expanding our businesses and operations through additional acquisitions and minority investments and additional hires. Such expansion may include future billboard acquisitions, broadband acquisitions, acquisitions of surety insurance companies and other growth of our insurance activities, additional investments in real estate management, homebuilding and other real estate service businesses, additional investments in subprime automobile lending, and acquisitions of other businesses. We have not determined the amount of net proceeds to be used for any specific purpose, and we will retain broad discretion over the allocation of net proceeds. While we have no current agreements, commitments or understandings for any specific acquisitions at this time, we may use a portion of the net proceeds for these purposes.

For sales of shares of Class A common stock under the ATM Program through WFS, we will pay WFS a commission at a mutually agreed rate of 3% of the gross sales price per share of Class A common stock sold under the ATM Program. We have no obligation to sell any shares under the 2022 Sales Agreement and may at any time suspend the ATM Program under the 2022 Sales Agreement. The 2022 Sales Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which we and WFS have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The ATM Program pursuant to the 2022 Sales Agreement will automatically terminate upon the issuance and sale of all of the shares available for sale under the ATM Program through WFS. In addition, we may terminate the Sales Agreement with WFS without penalty upon 10 days' notice.

The foregoing description of the 2022 Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 1.1 to the Current Report on Form 8-K dated December 8, 2022 and is incorporated herein by reference.

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Link Credit Agreement

On August 12, 2019, Link entered into a Credit Agreement (the “Credit Agreement”) with First National Bank of Omaha (the “Lender”) under which Link could borrow up to ~~$40,000,000~~$40 million (the “Credit Facility”). The Credit Agreement provided for an initial term loan (“Term Loan 1”), an incremental term loan (“Term Loan 2”) and a revolving line of credit. Link initially borrowed approximately $18 million under Term Loan 1 and $5.5 million under Term Loan 2. On December 6, 2021, Link entered into a Fourth Amendment to Credit Agreement (the "Fourth Amendment"), which modified the Credit Agreement by increasing the borrowing limit to ~~$30,000,000~~$30 million and combining the outstanding balances under Term Loan 1 and Term Loan 2 as well as any incremental borrowings into a term loan ("Term Loan"). The Term Loan is secured by all assets of Link and its operating subsidiaries, including a pledge of equity interests of each of Link’s subsidiaries. In addition, each of Link’s subsidiaries has joined as a guarantor to the obligations under the Credit Agreement. The loan is not guaranteed by Boston Omaha or any of our non-billboard businesses. Long-term debt included within our consolidated balance sheet as of June 30, ~~2022~~2023 consists of Link’s Term Loan borrowings of ~~$29,247,217,~~$27,732,841, of which ~~$1,514,042~~$798,297 is classified as current. There were no amounts outstanding related to the revolving line of credit as of June 30, ~~2022.~~2023.

Principal amounts under the Term Loan ~~are~~were payable in monthly installments according to a 15-year amortization schedule with principal payments commencing on January 1, 2022. Starting July 1, 2023, principal amounts under the Term Loan are payable in monthly installments according to a 25-year amortization schedule. The Term Loan is payable in full on December 6, 2028. During the first three years of the Term Loan, Link may prepay up to 10% of the loan principal in each year without incurring any prepayment penalty. Otherwise, there is a prepayment penalty ranging between 3.0% and 0.5%. After three years, there is no prepayment penalty. The Term Loan has a fixed interest rate of 4.00% per annum. The revolving line of credit loan facility has a $5,000,000 maximum availability. Interest payments are based on the U.S. Prime Rate minus an applicable margin ranging between 0.65% and 1.15% dependent on Link’s consolidated leverage ratio. The revolving line of credit is due and payable on August 12, 2023.

Under the Term Loan, Link is required to comply with the following financial covenants: A consolidated leverage ratio for any test period ending on the last day of any fiscal quarter of Link (a) beginning with the fiscal quarter ended December 31, 2021 of not greater than 3.50 to 1.00, (b) beginning with the fiscal quarter ~~ending~~ended December 31, 2022 of not greater than 3.25 to 1.00 and (c) beginning with the fiscal quarter ending December 31, 2023 and thereafter of not greater than 3.00 to 1.00, and a minimum consolidated fixed charge coverage ratio of not less than 1.15 to 1.00 measured quarterly, based on rolling four quarters. The Company was in compliance with these covenants as of June 30, ~~2022.~~2023.

The Credit Agreement includes representations and warranties, reporting covenants, affirmative covenants, negative covenants, financial covenants and events of default customary for financings of this type. Upon the occurrence of an event of default the Lender may accelerate the loan. Upon the occurrence of certain insolvency and bankruptcy events of default the loan will automatically accelerate. The foregoing summary of the Credit Agreement and the transactions contemplated thereby does not purport to be a complete description and is qualified in its entirety by reference to the terms and conditions of the Credit Agreement and Security Agreement, copies of which are attached as Exhibit 10.1 and Exhibit 10.2, respectively to our Form 8-K as filed with the SEC on August 13, 2019, a First Amendment to Credit Agreement with the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on October 29, 2019, a Second Amendment to Credit Agreement with the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on June 30, 2020, a Third Amendment to Credit Agreement with the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on August 24, 2021, a Fourth Amendment to Credit Agreement with the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on December 9, 2021, ~~and~~ a Fifth Amendment to Credit Agreement with the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on June 3, ~~2022.~~

~~Loan~~2022, and a Sixth Amendment to ~~Dream Finders Homes~~

~~On October 2, 2020, we provided a term loan of $20 million to Dream Finders Holdings, LLC to be used in expanding DFH's footprint in~~Credit Agreement with the ~~Southeast United States. The effective interest rate~~Lender as filed as Exhibit 10.1 on ~~this term loan is approximately 14% and matured~~Form 8-K as filed with the SEC on ~~May 1, 2021. This loan was repaid with interest in early 2021.~~April 11, 2023.

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Investments in Yellowstone Acquisition Company and Sky Harbour ~~Group Corporation~~

In 2020, we acted as the sponsor for the initial public offering of Yellowstone and purchased 3,399,724 shares of Yellowstone Class B common stock and 7,719,799 private placement warrants at a combined cost of approximately $7.8 million. On August 1, 2021, we entered into an equity purchase agreement with Sky Harbour LLC by which Sky Harbour LLC unitholders would acquire a majority interest in the combined businesses following the completion of a business combination. As part of the equity purchase agreement, and immediately prior to the completion by Sky Harbour LLC of a private activity bond financing raising $160 million in proceeds in September 2021, we purchased Class B Preferred Units in Sky Harbour LLC for a purchase price of $55 million, which Class B Preferred Units converted to 5,500,000 shares of Sky Harbour ~~Group Corporation (“Sky Harbour”)~~ Class A common stock upon the closing of the Sky Harbour business combination on January 25, 2022. Also, upon the closing of the business combination, we purchased an additional 4,500,000 shares of Sky Harbour Class A common stock for a purchase price of $45 million.

●

Upon the closing of the Sky Harbour business combination, our Class B common stock converted to Class A common stock of Sky Harbour and our private placement warrants are now exercisable to purchase 7,719,779 shares of Class A common stock of Sky ~~Harbour (the "Sky Harbour Warrants").~~Harbour.

●

Each Sky Harbour Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share, subject to adjustment, with each Sky Harbour Warrant being exercisable through January 25, 2026. Unlike Sky Harbour’s publicly traded warrants, these warrants are not redeemable by Sky Harbour as long as we or permitted transferees hold these warrants. The Sky Harbour Warrants are also exercisable on a cashless basis.

●

Our Sky Harbour Class A common stock and the Sky Harbour Warrants and the shares underlying the warrants ~~remain~~were subject to a lockup which ~~we refer to as the "Sky Lockup Period," for a period of at least the first to occur of (a)~~expired on January 25, 2023, (b) if the last sale price of Sky Harbour's Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after January 25, 2022, or (c) the date on which Sky Harbour completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Sky Harbour stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.24, 2023.

●

Subsequent to the closing of the Sky Harbour business combination, we distributed 75,000 shares of Sky Harbour Class A common stock to the outside directors of Yellowstone and 206,250 shares of Sky Harbour Class A common stock to an investor in the Yellowstone IPO. As of ~~August 12, 2022,~~June 30, 2023, we hold 13,118,474 shares of Sky Harbour Class A common stock and 7,719,779 Sky Harbour Warrants.

●

All of the shares of Sky Harbour Class A common stock ~~that we own as well as the~~and Sky Harbour Warrants ~~and the shares of Sky Harbour~~to purchase Class A common stock ~~underlying~~that we hold have been registered under the Securities Act. However, our ability to resell any significant portion of these shares is limited by both the large number of shares and warrants we hold relative to the average trading volume of these securities as well as blackout periods which may prevent us from selling shares as one of our Co-Chief Executive Officers serves on Sky's Board of Directors. The terms of the Sky Harbour ~~Warrants were registered with the SEC in 2022 but remain subject to the lock-up provisions as described above.~~

●

~~Depending upon a number of factors, we could be deemed to be an affiliate of Sky Harbour for purposes of Rule 144, and our ability to liquidate all or a portion~~business combination prohibited us from selling any of our ~~holdings~~securities in Sky Harbour ~~if we are deemed~~prior to ~~be an affiliate~~January 25, 2023 and in the absence of an effective registration statement for our shares, would be subject to the volume trading limitations contained in Rule 144, which generally limits our ability to sell shares in any one quarter to the greater of 1% of the issued and outstanding shares of Class A common stock or the average weekly trading volume of such shares over the four weeks preceding the date of the sale.has since expired.

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We believe that our existing cash and short-term investments, funds available through the Credit Agreement Link entered into on August 12, 2019, as amended, ~~any proceeds from the future sale of our Class A common stock under the 2022 shelf registration statement,~~ and any funds that we may receive from cash flows from operations will be sufficient to meet working capital requirements and anticipated capital expenditures for the next 12 months. At June 30, ~~2022,~~2023, we had approximately ~~$40~~$32 million in unrestricted cash ~~$41~~and $44 million in ~~U.S.~~short-term treasury ~~trading~~ securities ~~and $21~~(excludes $25 million ~~in marketable equity securities.~~of short-term treasury securities held by funds consolidated by BOAM).

If future additional significant acquisition opportunities, ~~as well as~~ expansion opportunities within our billboard and broadband services businesses, and possible further development under our build for rent business become available in excess of our currently available cash, ~~and~~ U.S. Treasury securities, and marketable equity securities, we may need to seek additional capital through long term debt borrowings, the sale of our securities, and/or other financing options and we may not be able to obtain such debt or equity financing on terms favorable to us or at all. In the future, we may use a number of different sources to finance our acquisitions and operations, including current cash on hand, potential future cash flows from operations, seller financing, debt financings including but not limited to long-term debt and line of credit facilities, including additional credit facilities which may or may not be secured by our assets or those of our operating subsidiaries, additional common or preferred equity issuances or any combination of these sources, to the extent available to us, or other sources that may become available from time to time, which could include asset sales and issuance of debt securities. In addition to Link’s current credit facility, any future debt that we incur may be recourse or non-recourse and may be secured or unsecured. Link's existing credit facility imposes restrictions on Link that could increase our vulnerability to general adverse economic and industry conditions by limiting our flexibility in planning for and reacting to changes in our billboard, insurance, and broadband businesses. Specifically, these restrictions place limits on Link and its subsidiaries' ability to, among other things, incur additional indebtedness, make additional acquisitions and investments, pay dividends, repurchase stock, create liens, enter into transactions with affiliates, merge or consolidate or transfer or sell our billboard assets. Link’s credit facility requires it to meet a fixed charge coverage ratio and other financial covenants. Link’s ability to comply with these loan covenants may be affected by factors beyond its control and a breach of any loan covenants would likely result in an event of default under the Credit Agreement, which would permit the Lender to declare all amounts incurred thereunder to be immediately due and payable and to terminate their commitment to make future extensions of credit. We also may take advantage of joint venture or other partnering opportunities as such opportunities arise in order to acquire properties that would otherwise be unavailable to us. Any future credit facilities which we or any of our subsidiaries may enter into would likely impose similar restrictions and risks.

We may use the proceeds of any future borrowings to acquire assets or for general corporate purposes. In determining when to use leverage, we will assess the appropriateness of new equity or debt capital based on market conditions, including assumptions regarding future cash flow, the creditworthiness of customers, and future rental rates.

We conduct and plan to continue to conduct our activities in such a manner as not to be deemed an investment company under the Investment Company Act. Therefore, no more than 40% of our total assets can be invested in investment securities, as such term is defined in the Investment Company Act. In addition, we do not invest or intend to invest in securities as our primary business. We run the risk of inadvertently being deemed to be an investment company that is required to register under the Investment Company Act of 1940 (the “Investment Company Act”) because a significant portion of our assets consists of investments in companies in which we own less than a majority interest. The risk varies depending on events beyond our control, such as significant appreciation or depreciation in the market value of certain of our publicly traded holdings, adverse developments with respect to our ownership of certain of our subsidiaries, and transactions involving the sale of certain assets. If we are deemed to be an inadvertent investment company, we may seek to rely on a safe-harbor under the Investment Company Act that would provide us a one-year grace period to take steps to avoid being deemed to be an investment company. In order to ensure we avoid being deemed an investment company, we have taken, and may need to continue to take, steps to reduce the percentage of our assets that constitute investments assets under the Investment Company Act. These steps have included, among others, selling marketable securities that we might otherwise hold for the long-term and deploying our cash in non-investment assets. We have recently sold marketable securities, including at times at a loss, and we may be forced to sell our investment assets at unattractive prices or to sell assets that we otherwise believe benefit our business in the future to remain below the requisite threshold. We may also seek to acquire additional non-investment assets to maintain compliance with the Investment Company Act, and we may need to incur debt, issue additional equity or enter into other financing arrangements that are not otherwise attractive to our business. Any of these actions could have a material adverse effect on our results of operations and financial condition. Moreover, we can make no assurance that we would successfully be able to take the necessary steps to avoid being deemed to be an investment company in accordance with the safe-harbor. If we were unsuccessful, then we would have to register as an investment company, and we would be unable to operate our business in its current form. We would be subject to extensive, restrictive, and potentially adverse statutory provisions and regulations relating to, among other things, operating methods, management, capital structure, indebtedness, dividends, and transactions with affiliates. If we were deemed to be an investment company and did not register as an investment company when required to do so, there would be a risk, among other material adverse consequences, that we could become subject to monetary penalties or injunctive relief, or both, that we would be unable to enforce contracts with third parties, and/or that third parties could seek to obtain rescission of transactions with us undertaken during the period in which we were deemed to be an unregistered investment company.

Our certificate of incorporation and bylaws do not limit the amount of debt that we may incur. Our Board of Directors has not adopted a policy limiting the total amount of debt that we may incur. Our Board of Directors will consider a number of factors in evaluating the amount of debt that we may incur. If we adopt a debt policy, our Board of Directors may from time to time modify such policy in light of then-current economic conditions, relative costs of debt and equity capital, market values of our properties, general conditions in the markets for debt and equity securities, fluctuations in the market price of our Class A common stock if then trading on any exchange, growth and acquisition opportunities, and other factors. Our decision to use leverage in the future to finance our assets will be at our discretion and will not be subject to the approval of our stockholders, and we are not restricted by our governing documents or otherwise in the amount of leverage that we may use.

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Off-Balance Sheet Arrangements

Except for our normal operating leases, we do not have any off-balance sheet financing arrangements, transactions, or special purpose entities.

Quantitative and Qualitative Disclosures About Market Risk

At June 30, ~~2022,~~2023, we held no significant derivative instruments that materially increased our exposure to market risks for interest rates, foreign currency rates, commodity prices or other market price risks. Our operations are currently conducted entirely within the U.S.; therefore, we had no significant exposure to foreign currency exchange rate risk.

Critical Accounting

The preparation of the consolidated financial statements and related notes to the consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. We base these estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates. Information with respect to our critical accounting policies that we believe could have the most significant effect on our reported results or require subjective or complex judgments by management is contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in the Notes to the Consolidated Financial Statements each in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021,~~2022, as filed with the SEC on March ~~28, 2022. We~~24, 2023. Other than as discussed below, we believe that at June 30, ~~2022,~~2023, there has been no material change to this information.

Investments in Unconsolidated Entities

●

We account for investments in less than 50% owned and more than 20% owned entities using the equity method of accounting. In accordance with ASC 323-30, we account for investments in limited partnerships and limited liability companies using the equity method of accounting when its investment is more than minimal (greater than 3% to 5%). Our share of income (loss) of such entities is recorded as a single amount as equity in income (loss) of unconsolidated affiliates. Dividends, if any, are recorded as a reduction of the investment.

●

We monitor our equity method investments for factors indicating other-than-temporary impairment. We consider several factors when evaluating our investments, including, but not limited to, (i) the period of time for which the fair value has been less than the carrying value, (ii) operating and financial performance of the investee, (iii) the investee’s future business plans and projections, (iv) discussions with their management, and (v) our ability and intent to hold the investment until it recovers in value.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable as we are a “smaller reporting company.”

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officers and principal financial and accounting officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officers and principal financial and accounting officer each concluded that, as of June 30, 2022, our disclosureDisclosure controls and procedures are ~~effective~~controls and other procedures thatare designed to ensure that ~~the~~ information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the ~~requisite~~ time ~~periods.~~periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Co-Chief Executive Officers and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Co-Chief Executive Officers and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based upon their evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2023 because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, management determined that its disclosure controls and procedures and internal control over financial reporting were not effective as of June 30, 2023 related to the risk assessment of our investment in unconsolidated entities who are required to apply specialized industry accounting. Specifically, the Company did not design and implement effective controls addressing the technical accounting complexities associated with companies who are required to apply investment company accounting guidance. This material weakness could result in a misstatement of the recorded investment in unconsolidated affiliates as well as the equity in income of unconsolidated affiliates that would not be prevented or detected on a timely basis.

Remediation Plan

Management has been implementing and continues to implement measures designed to remediate the control deficiencies contributing to the material weakness, such that these controls are designed, implemented and operating effectively. The remediation actions include performing an assessment of risks of material misstatement associated with the accounting and financial reporting for our investments in companies which are required to follow specialized industry accounting, evaluating the assignment of responsibilities associated with the accounting for investment companies, including considering hiring additional resources and providing additional training to existing resources.

Management believes that these actions, and the improvements achieved as a result, will effectively remediate the material weaknesses. However, the material weaknesses in our internal control over financial reporting will not be considered remediated until the remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control over Financial Reporting

~~On April 1, 2022, we completed the acquisition of InfoWest and Go Fiber,~~Other than as ~~further~~ discussed in Note 6 to the consolidated financial statements. We are currently integrating InfoWest and Go Fiber into our operations and internal control processes. As such, and pursuant to the Securities and Exchange Commission staff interpretative guidance that assessment of a recently acquired business may be omitted from the scope of an assessment for a period not to exceed one year from the date of acquisition, the scope of our assessment of our internal controls over financial reporting at June 30, 2022 does not include InfoWest and Go Fiber.

~~Except as set forth~~ above, there have not been any changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the fiscal quarter ended June 30, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our management, including our principal executive officers and principal financial and accounting officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Due to the nature of our business, we are, from time to time and in the ordinary course of business, involved in routine litigation or subject to disputes or claims related to our business activities, including, without limitation, workers’ compensation claims and employment-related disputes. In the opinion of our management, none of the pending litigation, disputes or claims against us, if decided adversely, will have a material adverse effect individually or in the aggregate on our financial condition, cash flows or results of operations.

Item 1A. Risk Factors

~~Not applicable as~~As of the date of this Quarterly Report on Form 10-Q, we ~~are a “smaller reporting company.” For a list of~~supplement the risk factors ~~please refer to~~in our Annual Report on Form 10-K for the year ended December 31, ~~2021, as~~2022, which was filed with the SEC on March ~~28,~~24, 2023, with the following updated risk factor. Any of the risk factors disclosed in our Annual Report on Form 10-K or herein could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we current deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

In 2021, we identified a material weakness in our internal control over financial reporting in connection with our accounting for certain complex features associated with our prior ownership in Yellowstone, a special purpose acquisition company. In 2023, we identified a material weakness in our internal control over financial reporting for certain previous accounting for our investment in the 24th Street Funds under Accounting Standards Codification 323, Equity Method and Joint Ventures. Although the material weakness related to our accounting in Yellowstone was subsequently remediated and we believe we have taken the steps necessary to remediate the material weakness related to our accounting for our interest in the 24th Street Funds, any future material weakness couldadversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We identified a material weakness in the Company’s internal control over financial reporting as of December 31, 2020. Specifically, our management has concluded that the Company did not design and implement effective controls addressing the technical accounting complexities associated with the formation of and financial reporting for a special purpose acquisition company. This material weakness resulted in the restatement of our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2020. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2020.

We also recently identified a material weakness in the Company’s internal control over financial reporting as of December 31, 2022. Specifically, our management has concluded that the Company did not design and implement effective controls addressing the technical accounting complexities associated with valuing our interest in the 24th Street Funds due to the nature of 24th Street as an investment company under ASC 323. We revised our Consolidated Balance Sheets as of December 31, 2022, to reflect our proportionate share of reported earnings pursuant to investment company accounting requirements related to our previous investment in the 24th Street Funds. This material weakness did not require a restatement of our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2022 as our evaluation concluded that the impact quantitatively and qualitatively was not material to any of the prior periods. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of June 30, 2023. We have implemented new accounting procedures to implement ASC 323 for the 24th Street Funds assets and will test this remediation over the next several quarters to confirm that these efforts at remediation are effective.

Although the material weakness relating to our investment in Yellowstone was subsequently remediated and we believe we have taken the steps necessary to remediate the material weakness related to our accounting for our interest in the 24th Street Funds, any failure in the future to maintain effective internal controls could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our Class A common stock is listed, the SEC or other regulatory authorities. In either case, this could result in a material adverse effect on our business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock. Restated financial statements and failures in internal control may also cause us to fail to meet reporting obligations, negatively affect investor confidence in our management and the accuracy of our financial statements and disclosures, or result in adverse publicity and concerns from investors, any of which could have a negative effect on the price of our securities, subject us to regulatory investigations and penalties or stockholder litigation, and have a material adverse impact on our financial condition.

We can give no assurance that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~None.~~On January 3, 2023, the Company issued to its Chief Financial Officer, its Chief Accounting Officer and its four outside independent directors an aggregate of 19,319 shares of restricted Class A common stock subject to certain vesting conditions, for an aggregate value of $493,021 as of the date of issuance. On February 16, 2023, the Company issued to the President of its Link Media Holdings, LLC subsidiary 1,577 shares of restricted Class A common stock valued at $39,993 as of the date of issuance. The shares were issued for services rendered to the Company under an exemption available pursuant to Section 4(2) of the Securities Act of 1933, as amended. No cash consideration was paid for the shares.

On April 12, 2023, the Company issued to its Chief Accounting Officer and three of its division officers an aggregate of 4,564 shares of its Class A common stock, valued at $100,000 in the aggregate as of the date of issuance. The shares were issued as a bonus for services rendered to the Company under an exemption available pursuant to Section 4(2) of the Securities Act of 1933, as amended. No cash consideration was paid for the shares.

As previously reported, in connection with the acquisition of the remaining equity interests in 24th Street on May 1, 2023, the Company issued 45,644 shares of its Class A common stock, including to entities controlled by Brendan Keating, a director of the Company and the principal owner of 24th Street, as partial consideration for our acquisition of all remaining interests in 24th Street. The shares issued in the transaction are unregistered and have no registration rights. The shares were issued under an exemption available pursuant to Section 4(2) of the Securities Act of 1933, as amended.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

The exhibits listed in the following Exhibit Index are incorporated herein by reference.

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EXHIBIT INDEX

Exhibit No.

Exhibit Description

3.1 (*)

Second 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 May 26, 2017.

3.2 (*)

First Amendment to the Second 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 May 7, 2018.

3.3 (*)

Certificate of Amendment to the Second 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 June 2, 2020.

3.4 (*)

Amended and Restated Bylaws of the Company, filed as Exhibit 3.7 to the Company’s Registration Statement on Form S-1/A filed with the Commission on June 5, 2017.

3.5 (*)

Amended and Restated Bylaws of the Company, as amended, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 1, 2020.

10.1 (*)

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)

10.2 (*)

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)

10.3 (*)

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)

10.4 (*)

$5,000,000 Revolving Note dated August 12, 2019 issued by Link Media Holdings, LLC in favor of 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)

10.5 (*)

$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)

10.6 (*)

Form of Term Loan Note 2 to be issued by Link Media Holdings, LLC to First National Bank of Omaha (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Commission on August 13, 2019)

10.7 (*)

First Amendment to Credit Agreement dated October 25, 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 October 29, 2019.

10.8 (*)

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.

10.9 (*)

Third Amendment to Credit Agreement filed as Exhibit10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on August 24, 2021.

10.10 (*)

Fourth Amendment to Credit Agreement filed as Exhibit10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on December 9, 2021.

10.11*

Amended and Restated Term Loan Note filed as Exhibit10.2 to the Company’s Current Report on Form 8-K as filed with the Commission on December 9, 2021.

10.12 (*)

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.

10.13 (*)

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.

31.1 (#)

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

31.2 (#)

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

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31.3 (#)

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

32.1 (#)(##)

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

32.3 (#)(##)

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

101.INS (#)

Inline XBRL Instance Document.

101.SCH (#)

Inline XBRL Taxonomy Extension Schema Document.

101.CAL (#)

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF (#)

Inline XBRL Taxonomy Extension Definition.

101.LAB (#)

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE (#)

Inline XBRL Taxonomy Presentation Linkbase Document.

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(*)	Incorporated by reference to the filing indicated.

(#)	Filed herewith.

(##)

The certifications attached as Exhibits 32.1, 32.2, and 32.3 that accompany this Report, 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.

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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 thereunto duly authorized.

BOSTON OMAHA CORPORATION

(Registrant)

By: /s/ Alex B. Rozek

Alex B. Rozek

Co-President (Principal Executive Officer)

August ~~12, 2022~~14, 2023

By: /s/ Adam K. Peterson

Adam K. Peterson

Co-President (Principal Executive Officer)

August ~~12, 2022~~14, 2023

By: /s/ Joshua P. Weisenburger

Joshua P. Weisenburger

Chief Financial Officer
~~(Principal~~ (Principal Financial Officer)

August ~~12, 2022~~14, 2023

By: /s/ Joseph M. Meisinger

Joseph M. Meisinger

Chief Accounting Officer

August 14, 2023

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	*Keleher*
Assets Acquired
Property, plant and equipment	$	3,276,245
Customer relationships		996,000
Permits		179,257
Goodwill		8,065,314
Right of use assets		1,634,263
Other		199,329

Total Assets Acquired		14,350,408

Liabilities Assumed
Lease liabilities		1,634,263
Other		496,145

Total Liabilities Assumed		2,130,408

Total	$	12,220,000

	*Neon*
Assets Acquired
Property, plant and equipment	$	8,419,759
Customer relationships		1,174,000
Permits		422,177
Goodwill		12,701,472
Right of use assets		4,093,478
Other		205,272

Total Assets Acquired		27,016,158

Liabilities Assumed
Lease liabilities		4,093,478
Other		777,332

Total Liabilities Assumed		4,870,810

Total	$	22,145,348

	For the three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021

Cash payments for operating leases	$	2,145,370	$	1,852,342	$	4,078,892	$	3,552,255
New operating lease assets obtained in exchange for operating lease liabilities	$	3,273,501	$	350,182	$	3,896,101	$	7,903,992

	*June 30, 2022*

2023	$	7,626,250
2024		7,160,159
2025		6,706,577
2026		6,500,409
2027		6,089,156
Thereafter		58,934,586

Total lease payments		93,017,137
Less imputed interest		(30,460,647	)

Present Value of Lease Liabilities	$	62,556,490

											*Total*
Three Months Ended June 30, 2021	*GIG*			*LMH*		*FIF*		*Unallocated*			*Consolidated*

Revenue	$	2,466,595		$	7,952,832	$	3,760,454	$	0		$	14,179,881
Segment gross profit		1,593,990			4,879,302		2,906,025		0			9,379,317
Segment income (loss) from operations		(432,117	)		866,378		488,431		(2,016,164	)		(1,093,472	)
Capital expenditures		3,044,246			839,122		3,016,219		550,297			7,449,884
Depreciation and amortization		56,115			1,755,935		618,820		25,330			2,456,200

As of June 30, 2022	*GIG*		*LMH*		*FIF*		*Unallocated*		*Consolidated*

Accounts receivable, net	$	1,934,642	$	4,176,453	$	374,245	$	488	$	6,485,828
Goodwill		11,325,138		122,153,319		38,235,135		0		171,713,592
Total assets		67,825,015		262,975,673		127,905,820		215,144,550		673,851,058