Boston Omaha (NYSE: BOC) lines up $84.3M insurance sale amid continued losses
Boston Omaha Corporation reported second‑quarter 2026 results showing modest revenue growth but continuing losses from its core businesses. Operating revenues from continuing operations were $43.9 million for the first six months of 2026, up slightly from the prior year, driven by billboard rentals and broadband services.
For the six months ended June 30, 2026, the company recorded a net loss from continuing operations attributable to common stockholders of $3.6 million, or $0.12 per share
A major strategic step was a definitive agreement to sell 100% of its insurance business, General Indemnity Group (GIG), to CopperPoint Insurance Company for approximately $84.3 million in cash, with about 93% of net proceeds expected to go to Boston Omaha and the rest to GIG’s senior management. GIG is now classified as held for sale and reported as discontinued operations. The balance sheet showed total assets of $683.1 million and total equity of $515.3 million, with long‑term debt (including current portions) of about $47.6 million.
Positive
- Operating cash flow from continuing operations improved, rising to $10.1 million for the first six months of 2026 from $8.2 million a year earlier, indicating stronger cash generation despite ongoing accounting losses.
- The company entered an agreement to sell its insurance subsidiary GIG for approximately $84.3 million in cash, with about 93% of net sale proceeds expected to go to Boston Omaha, providing significant prospective liquidity.
- Boston Omaha maintains a solid equity base of $515.3 million against $683.1 million of total assets, suggesting a relatively conservative capital structure alongside manageable total debt of roughly $47.6 million.
Negative
- For the first six months of 2026, Boston Omaha recorded a net loss from continuing operations attributable to common stockholders of $3.6 million, or $0.12 per share, reflecting that core operations remain unprofitable.
- Results were weighed down by equity in losses of unconsolidated affiliates of $2.1 million and other investment losses of $1.7 million in the first half of 2026, adding volatility to earnings performance.
Filing Explained
Boston Omaha repurchased 826,567 Class A shares, while its $30 million buyback authorization remains discretionary through December 31, 2026.
This Form 10-Q is the company’s unaudited quarterly report for the six months ended
During that period, Boston Omaha repurchased 826,567 Class A shares for
The 2025 Share Repurchase Program permits up to
Separately, FIF Utah received final approval for a grant and loan award of approximately
The specified resolution points are any later ReConnect Loan drawdown and whether additional repurchases occur before the program’s stated
Key Figures
Key Terms
variable interest entities financial
asset retirement obligations financial
discontinued operations financial
share repurchase program financial
adjusted EBITDA financial
ReConnect Program financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| | 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
BOSTON OMAHA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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| ||
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| |
| (State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices, Zip Code)
(
(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 |
|
| | The |
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.
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).
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 | ☐ |
| | ☒ | 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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
BOSTON OMAHA CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED June 30, 2026
TABLE OF CONTENTS
| Page |
|
| Part I – Financial Information |
4 |
| Item 1. Condensed Consolidated Financial Statements (Unaudited). | 4 |
| Condensed Consolidated Balance Sheets – June 30, 2026 and December 31, 2025 | 4 |
| Condensed Consolidated Statements of Operations – Three and Six Months Ended June 30, 2026 and 2025 | 6 |
| Condensed Consolidated Statements of Changes in Stockholders’ Equity – Three and Six Months Ended June 30, 2026 and 2025 | 7 |
| Condensed Consolidated Statements of Cash Flows – Six Months Ended June 30, 2026 and June 30, 2025 | 9 |
| Notes to Condensed Consolidated Financial Statements | 11 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
35 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk. |
55 |
| Item 4. Controls and Procedures. |
55 |
| Part II – Other Information |
57 |
| Item 1. Legal Proceedings. |
57 |
| Item 1A. Risk Factors. |
57 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. |
57 |
| Item 3. Defaults Upon Senior Securities. |
57 |
| Item 4. Mine Safety Disclosures. |
57 |
| Item 5. Other Information. |
57 |
| Item 6. Exhibits. |
57 |
| Exhibit Index |
58 |
| Signatures |
60 |
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.
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Condensed Consolidated Financial Statements
Unaudited
For the Six Months Ended June 30, 2026 and 2025
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Condensed Consolidated Balance Sheets
Unaudited
(in thousands, except share data)
| ASSETS | ||||||||
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Cash held by BOAM funds and other | ||||||||
| Accounts receivable, net | ||||||||
| Short-term investments | ||||||||
| Marketable equity securities | ||||||||
| U. S. Treasury securities | ||||||||
| Prepaid expense and other current assets | ||||||||
| Assets held for sale | ||||||||
| Total Current Assets | ||||||||
| Property and Equipment, net | ||||||||
| Other Assets: | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Investments | ||||||||
| Investments in unconsolidated affiliates | ||||||||
| Right of use assets | ||||||||
| Other | ||||||||
| Total Other Assets | ||||||||
| Total Assets | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Condensed Consolidated Balance Sheets (Continued)
Unaudited
(in thousands, except share data)
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Short-term payables for business acquisitions | ||||||||
| Lease liabilities | ||||||||
| Current maturities of long-term debt | ||||||||
| Deferred revenue | ||||||||
| Liabilities held for sale | ||||||||
| Total Current Liabilities | ||||||||
| Long-term Liabilities: | ||||||||
| Asset retirement obligations | ||||||||
| Lease liabilities | ||||||||
| Long-term debt, less current maturities | ||||||||
| Other long-term liabilities | ||||||||
| Deferred tax liability | ||||||||
| Total Liabilities | ||||||||
| Stockholders' Equity: | ||||||||
| Preferred stock, $.001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding | ||||||||
| Class A common stock, $.001 par value, 38,838,884 shares authorized, 31,023,416 and 31,019,355 shares issued, respectively | ||||||||
| Class B common stock, $.001 par value, 1,161,116 shares authorized, 580,558 shares issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock, at cost, 1,389,177 and 561,868 shares, respectively | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Boston Omaha Stockholders' Equity | ||||||||
| Noncontrolling interests | ||||||||
| Total Equity | ||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Condensed Consolidated Statements of Operations
Unaudited
(in thousands, except share data)
| For the Three Months Ended |
For the Six Months Ended |
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| June 30, |
June 30, |
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| 2026 |
2025 |
2026 |
2025 |
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| Revenues: |
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| Billboard rentals, net |
$ | $ | $ | $ | ||||||||||||
| Broadband services |
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| Investment and other income |
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| Total Revenues |
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| Costs and Expenses: |
||||||||||||||||
| Cost of billboard revenues (exclusive of depreciation and amortization) |
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| Cost of broadband revenues (exclusive of depreciation and amortization) |
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| Employee costs |
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| Professional fees |
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| General and administrative |
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| Amortization |
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| Depreciation |
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| (Gain) loss on disposition of assets |
( |
) | ( |
) | ( |
) | ||||||||||
| Accretion |
||||||||||||||||
| Total Costs and Expenses |
||||||||||||||||
| Net Loss from Operations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other Income (Expense): |
||||||||||||||||
| Interest and dividend income |
||||||||||||||||
| Equity in (loss) income of unconsolidated affiliates |
( |
) | ( |
) | ||||||||||||
| Other investment loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Interest expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Net Loss from Continuing Operations Before Income Taxes |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Income tax benefit on continuing operations |
||||||||||||||||
| Net Loss from Continuing Operations, net of tax |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Noncontrolling interest in subsidiary loss |
||||||||||||||||
| Net Loss from Continuing Operations Attributable to Common Stockholders |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Income (Loss) from Discontinued Operations, net of income taxes |
( |
) | ( |
) | ||||||||||||
| Net Loss Attributable to Common Stockholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Basic Net Loss per Share - Continuing Operations |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Basic Net Income (Loss) per Share - Discontinued Operations |
$ | $ | ( |
) | $ | ( |
) | $ | ||||||||
| Basic Net Loss per Share |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Diluted Net Loss per Share - Continuing Operations |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Diluted Net Income (Loss) per Share - Discontinued Operations |
$ | $ | ( |
) | $ | ( |
) | $ | ||||||||
| Diluted Net Loss per Share |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Basic Weighted Average Class A and Class B Common Shares Outstanding |
||||||||||||||||
| Diluted Weighted Average Class A and Class B Common Shares Outstanding |
||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders' Equity
Unaudited
(in thousands, except share data)
| No. of shares |
||||||||||||||||||||||||||||||||||||
| Class A Common Stock |
Class B Common Stock |
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Treasury Stock |
Non-controlling Interest |
Retained Earnings |
Total |
||||||||||||||||||||||||||||
| Beginning Balance, December 31, 2024 |
$ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||||||||
| Stock issued for cash |
||||||||||||||||||||||||||||||||||||
| Stock issued as compensation |
( |
) | ||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests, Build for Rent subsidiary |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests, 24th Street Asset Management |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interests |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Net loss attributable to common stockholders, March 31, 2025 |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Ending Balance, March 31, 2025 |
$ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||||||||
| Offering costs |
- | - | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||
| Contributions from noncontrolling interest |
- | - | ||||||||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interest |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Net loss attributable to common stockholders, June 30, 2025 |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Ending Balance, June 30, 2025 |
$ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders' Equity (Continued)
Unaudited
(in thousands, except share data)
| No. of shares |
||||||||||||||||||||||||||||||||||||
| Class A Common Stock |
Class B Common Stock |
Class A Common Stock |
Class B Common Stock |
Additional Paid-in Capital |
Treasury Stock |
Non-controlling Interest |
Retained Earnings (Accumulated Deficit) |
Total |
||||||||||||||||||||||||||||
| Beginning Balance, December 31, 2025 |
$ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||||||||
| Treasury stock purchased |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Stock issued as compensation |
( |
) | ||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests, Build for Rent subsidiary |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests, 24th Street Asset Management |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Distributions to minority owners |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interests |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Net loss attributable to common stockholders, March 31, 2026 |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Ending Balance, March 31, 2026 |
$ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||||||||
| Contributions from noncontrolling interests, Build for Rent subsidiary |
- | - | ||||||||||||||||||||||||||||||||||
| Distributions to minority owners |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Treasury stock purchased |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interest |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Net loss attributable to common stockholders, June 30, 2026 |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Ending Balance, June 30, 2026 |
$ | $ | $ | $ | ( |
) | $ | $ | ( |
) | $ | |||||||||||||||||||||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
Unaudited
(in thousands, except share data)
| For the Six Months Ended |
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| June 30, |
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| 2026 |
2025 |
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| Cash Flows from Operating Activities from Continuing Operations: |
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| Net Loss from Continuing Operations, net of tax |
$ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to cash provided by operating activities: |
||||||||
| Amortization of right of use assets |
||||||||
| Depreciation, amortization, and accretion |
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| Income taxes |
( |
) | ( |
) | ||||
| (Gain) loss on disposition of assets |
( |
) | ||||||
| Bad debt expense |
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| Equity in loss (income) of unconsolidated affiliates |
( |
) | ||||||
| Other investment loss |
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| Compensation paid in stock |
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| Other |
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| Changes in operating assets and liabilities: |
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| Accounts receivable |
( |
) | ( |
) | ||||
| Prepaid expenses |
( |
) | ( |
) | ||||
| Other assets |
( |
) | ||||||
| Other liabilities, exclusive of debt |
( |
) | ( |
) | ||||
| Accounts payable and accrued expenses |
( |
) | ||||||
| Lease liabilities |
( |
) | ( |
) | ||||
| Deferred revenue |
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| Net Cash Provided by Operating Activities from Continuing Operations |
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| Cash Flows from Investing Activities from Continuing Operations: |
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| Capital expenditures |
( |
) | ( |
) | ||||
| Payments on short-term payables for business acquisitions |
( |
) | ( |
) | ||||
| Proceeds from sales of investments |
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| Purchases of investments |
( |
) | ( |
) | ||||
| Capital contributions to discontinued operations |
( |
) | ||||||
| Capital distributions from discontinued operations |
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| Net Cash Provided by (Used in) Investing Activities from Continuing Operations |
( |
) | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Continued)
Unaudited
(in thousands, except share data)
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Financing Activities from Continuing Operations: | ||||||||
| Proceeds from the issuance of stock | $ | $ | ||||||
| Stock repurchased | ( | ) | ( | ) | ||||
| Proceeds from long term credit facility | ||||||||
| Principal payments of long-term debt | ( | ) | ( | ) | ||||
| Distributions to noncontrolling interests | ( | ) | ( | ) | ||||
| Contributions from noncontrolling interests | ||||||||
| Offering costs | ( | ) | ||||||
| Net Cash (Used in) Provided by Financing Activities from Continuing Operations | ( | ) | ||||||
| Net (Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash from Continuing Operations | ( | ) | ||||||
| Cash Flows from Discontinued Operations: | ||||||||
| Net (Loss) Income from Discontinued Operations | ( | ) | ||||||
| Adjustments to reconcile net (loss) income to cash provided by operating activities: | ||||||||
| Net cash used in operating activities from discontinued operations | ( | ) | ( | ) | ||||
| Net cash provided by (used in) investing activities from discontinued operations | ( | ) | ||||||
| Net cash (used in) provided by financing activities from discontinued operations | ( | ) | ||||||
| Net (Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash from Discontinued Operations | ( | ) | ||||||
| Cash, Cash Equivalents, and Restricted Cash, Beginning of Period | ||||||||
| Cash, Cash Equivalents, and Restricted Cash, End of Period | $ | $ | ||||||
| Interest Paid in Cash | $ | $ | ||||||
| Income Taxes Paid in Cash | $ | $ | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements.
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
(in thousands, except share data)
NOTE 1. ORGANIZATION AND BACKGROUND
Boston Omaha Corporation ("Boston Omaha," the "Company," "we," "us," and "our") 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, 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) our asset management business; and (v) our minority investments primarily in real estate, real estate services, 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, our broadband operations are conducted through our subsidiary, Boston Omaha Broadband, LLC, and our asset management operations are conducted through our subsidiary, Boston Omaha Asset Management, LLC.
We completed an acquisition of an outdoor advertising business and entered the outdoor advertising industry on June 19, 2015. From 2015 through 2025, we have completed more than twenty additional acquisitions of outdoor advertising businesses.
In September 2015, we established an insurance subsidiary, General Indemnity Group, LLC, which we refer to as “GIG.” 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 2025, we completed four additional acquisitions of surety brokerage businesses. On May 18, 2026, Boston Omaha and CopperPoint Insurance Company, an Arizona insurance company (“CopperPoint”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Securities Purchase Agreement, CopperPoint will acquire 100% of the equity interests in GIG. The transaction is structured as an all-cash transaction with a purchase price of approximately $
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.
On September 25, 2020, we filed a Registration Statement on Form S-1 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 “SPAC,” named Yellowstone Acquisition Company, which we refer to as “Yellowstone.” Yellowstone completed its initial public offering on October 26, 2020, and on January 25, 2022 completed a business combination with Sky Harbour Group, and Yellowstone changed its name to Sky Harbour Group Corporation (see Note 7 for further discussion).
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The information included in the foregoing interim condensed consolidated financial statements is unaudited. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position and results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year. These interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and the notes thereto included in the 2025 Form 10-K. Subsequent events, if any, are evaluated through the date on which the financial statements are issued.
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 variable interest entities for which we have determined that we are the primary beneficiary. All 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.
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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. Such VIEs consist of 24th Street Fund I and 24th Street Fund II, collectively “the 24th Street Funds,” and Fund One Boston Omaha Build for Rent LP, which we refer to as "BFR".
Total assets of the consolidated VIEs included within our Condensed Consolidated Balance Sheets were approximately $
Our consolidated subsidiaries at June 30, 2026 include:
Link Media Holdings, LLC which we refer to as “LMH" and “Link”
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”
United Casualty and Surety Insurance Company which we refer to as “UCS”
BOSS Bonds Insurance Agency, LLC, which we refer to as "BOSS Bonds", formerly known as 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 Business Services, LLC which we refer to as “BBS”
BOC Yellowstone, LLC which we refer to as “BOC Yellowstone”
BOC Yellowstone II, LLC which we refer to as “BOC Yellowstone II”
24th Street Asset Management LLC which we refer to as “24th Street”
24th Street Fund I, LLC which we refer to as “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” or "InfoWest"
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Discontinued Operations
During the second quarter of 2026, the Company entered into a Securities Purchase Agreement to sell our insurance subsidiary, GIG, and met the requirements to report GIG as held for sale on the condensed consolidated balance sheets, and as discontinued operations on the condensed consolidated statements of operations. Accordingly, the consolidated financial statements for all periods presented reflect the results of the insurance operation as a discontinued operation. Upon classification as held for sale, the disposal group is measured at the lower of its carrying amount or fair value less cost to sell. Unless otherwise noted, amounts and disclosures throughout these Notes to Condensed Unaudited Consolidated Financial Statements relate to the Company's continuing operations. Refer to Note 14. Discontinued Operations for further details.
Revenues
The majority of our advertising revenues are derived from contracts for advertising space on billboard structures and broadband internet services and 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, and under ASC 842, Leases.
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.
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.
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires disclosures about specific types of expenses included in expense captions presented on the face of the Condensed Consolidated Statement of Operations. This guidance is effective for public entities for fiscal years beginning after December 15, 2026. We are currently reviewing this guidance and its impact on our condensed consolidated financial statements.
In November 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies certain aspects of interim reporting guidance, including the application of existing recognition and disclosure requirements in interim periods. The amendments are intended to improve the consistency and clarity of interim reporting practices. The amendments in ASU 2025-11 are effective for fiscal years beginning after December 15, 2026. We are currently reviewing this guidance and its impact on our condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which amends various sections of the Accounting Standards Codification to correct errors, clarify guidance, and make other incremental improvements to GAAP. The amendments address a wide range of topics including earnings per share, beneficial interests, transfers of receivables, treasury stock accounting, and certain disclosure requirements. The amendments are effective for fiscal years beginning after December 15, 2026. We are currently reviewing this guidance and its impact on our consolidated financial statements.
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
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 Condensed Consolidated Balance Sheets that agrees to the total of those amounts as presented in the Condensed Consolidated Statements of Cash Flows.
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Cash held by BOAM funds and other | ||||||||
| Cash and cash equivalents held by Discontinued Operations | ||||||||
| Funds held as collateral assets held by Discontinued Operations | ||||||||
| Total Cash, Cash Equivalents, and Restricted Cash as Presented in the Condensed Consolidated Statements of Cash Flows | $ | $ | ||||||
NOTE 4. ACCOUNTS RECEIVABLE
Accounts receivable consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Trade accounts | $ | $ | ||||||
| Other | ||||||||
| Allowance for credit losses | ( | ) | ( | ) | ||||
| Total Accounts Receivable, net | $ | $ | ||||||
NOTE 5. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Structures and displays | $ | $ | ||||||
| Fiber, towers, and broadband equipment | ||||||||
| Land | ||||||||
| Vehicles and equipment | ||||||||
| Office furniture and equipment | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Total Property and Equipment, net | $ | $ | ||||||
Depreciation expense for the six months ended June 30, 2026 and 2025 was $
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 6. INTANGIBLE ASSETS
Intangible assets consist of the following:
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||
| Accumulated | Accumulated | |||||||||||||||||||||||
| Cost | Amortization | Balance | Cost | Amortization | Balance | |||||||||||||||||||
| Customer relationships | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Permits, licenses, and lease acquisition costs | ( | ) | ( | ) | ||||||||||||||||||||
| Site location | ( | ) | ( | ) | ||||||||||||||||||||
| Technology | ( | ) | ( | ) | ||||||||||||||||||||
| Trade names and trademarks | ( | ) | ( | ) | ||||||||||||||||||||
| Nonsolicitation agreement | ( | ) | ( | ) | ||||||||||||||||||||
| Capitalized contract costs | ( | ) | ( | ) | ||||||||||||||||||||
| Indefinite lived intangibles | - | - | ||||||||||||||||||||||
| Total | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
Future Amortization
The future amortization associated with the intangible assets is as follows:
| June 30, | ||||||||||||||||||||||||||||
| 2027 | 2028 | 2029 | 2030 | 2031 | Thereafter | Total | ||||||||||||||||||||||
| Customer relationships | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Permits, licenses, and lease acquisition costs | ||||||||||||||||||||||||||||
| Site location | ||||||||||||||||||||||||||||
| Technology | ||||||||||||||||||||||||||||
| Trade names and trademarks | ||||||||||||||||||||||||||||
| Nonsolicitation agreement | ||||||||||||||||||||||||||||
| Capitalized contract costs | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
Amortization expense for the six months ended June 30, 2026 and 2025 was $
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 6. INTANGIBLE ASSETS (Continued)
As of June 30, 2026, the weighted average amortization period, in months, for intangible assets is as follows:
| Customer relationships | ||||
| Permits, licenses, and lease acquisition costs | ||||
| Site location | ||||
| Technology | ||||
| Trade names and trademarks | ||||
| Capitalized contract costs |
NOTE 7. INVESTMENTS, INCLUDING INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Short-term Investments
Short-term investments consist of common stock warrants. 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 "Other investment income (loss)" within our Condensed Consolidated Statements of Operations.
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Common stock warrants of Sky Harbour Group Corporation | $ | $ | ||||||
| Total | $ | $ | ||||||
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. Marketable equity securities as of June 30, 2026 and December 31, 2025 are as follows:
| Gross | ||||||||||||
| Unrealized | Fair | |||||||||||
| Cost | Gain (Loss) | Value | ||||||||||
| Marketable equity securities, June 30, 2026 | $ | $ | ( | ) | $ | |||||||
| Marketable equity securities, December 31, 2025 | $ | $ | $ | |||||||||
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 7. 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 Condensed Consolidated Balance Sheets, with the change in fair value during the period included in earnings. Interest income is recognized at the coupon rate.
Debt securities classified as trading as of June 30, 2026 and December 31, 2025 are as follows:
| Gross | ||||||||||||
| Unrealized | Fair | |||||||||||
| Cost | Gain (Loss) | Value | ||||||||||
| U.S. Treasury trading securities, June 30, 2026 | $ | $ | $ | |||||||||
| U.S. Treasury trading securities, December 31, 2025 | $ | $ | $ | |||||||||
Long-term Investments
Long-term investments consist of investments in special purpose entities and equity investments in two private companies.
24th Street Fund I & 24th Street Fund II
On May 1, 2023, our subsidiary, Boston Omaha Asset Management, LLC, acquired
Each of the 24th Street Funds holds investments in special purpose entities whose primary assets are real estate property. We include the 24th Street Funds’ investments in special purpose entities within long-term investments in our Condensed Consolidated Balance Sheets.
Equity Investments
During May 2018, we invested approximately $
In July 2023, we invested approximately $
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Investments in special purpose entities | $ | $ | ||||||
| Voting preferred stock of MyBundle.TV Inc. | ||||||||
| Voting common stock of CB&T Holding Corporation | ||||||||
| Total | $ | $ | ||||||
We reviewed our investments as of June 30, 2026 and December 31, 2025 and concluded that no impairment to the carrying value was required.
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 7. 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. One of the investments in affiliates, Logic Real Estate Companies, LLC, which we refer to as “Logic,” is managed by an entity controlled by a member of our board of directors.
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
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 $
On January 25, 2022, 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
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 7. INVESTMENTS, INCLUDING INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (Continued)
On November 2, 2023, Sky Harbour entered into a securities purchase agreement with certain investors, pursuant to which Sky Harbour agreed to sell and issue to the Investors at an initial closing an aggregate of
On October 25, 2024, Sky Harbour entered into a securities purchase agreement with certain investors, pursuant to which Sky Harbour agreed to sell and issue to the Investors at an initial closing an aggregate of
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 the large number of shares and warrants we hold relative to the average trading volume of these securities, which may prevent us from selling shares as we retain control over the election of one seat on Sky Harbour’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 have since expired. The carrying value of our investment in Sky Harbour’s Class A common stock as of June 30, 2026 is approximately $
The following table is a reconciliation of our investments in equity affiliates as presented in investments in unconsolidated affiliates on our Condensed Consolidated Balance Sheets, together with combined summarized financial data related to the unconsolidated affiliates:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Beginning of period | $ | $ | ||||||
| Additional investments in unconsolidated affiliates | ||||||||
| Distributions received | ( | ) | ( | ) | ||||
| Transfer of interest | ||||||||
| Sale of interest | ( | ) | ( | ) | ||||
| Equity in (loss) income of unconsolidated affiliates | ( | ) | ||||||
| End of period | $ | $ | ||||||
Combined summarized financial data for these affiliates is as follows:
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Gross profit | ||||||||||||||||
| Net loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net (loss) income | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 8. 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, 2026 and December 31, 2025, 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 (Level 1 in the fair value hierarchy). The carrying value of borrowings under our billboard revolving line of credit facility as well as our broadband term loan facility approximates fair value because of the variable market interest rate charged to us for these borrowings (Level 1 in the fair value hierarchy). The fair value of borrowings under our billboard term loan facilities is estimated using quoted prices for similar debt (Level 2 in the fair value hierarchy). At June 30, 2026, the estimated fair value of our billboard term loan borrowings included within long-term debt was $
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, 2026 to June 30, 2026 and January 1, 2025 to June 30, 2025, resulted in a loss of approximately $
Fund I, Fund II and BFR Special Purpose Entities
We report fund investments on our Condensed Consolidated Balance Sheets at their estimated fair value, with gains (losses) resulting from changes in fair value reflected within "Other investment income (loss)" in the accompanying Condensed Consolidated Statements of Operations. Each of the 24th Street Funds’ and BFR's 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 third-party appraisals are obtained annually. Appraisals on the investments in special purpose entities used an income capitalization and/or comparable sales approach to value the underlying real estate property. The income capitalization approach used capitalization rates ranging from
As of June 30, 2026 and December 31, 2025, the estimated aggregate fair value of the 24th Street Funds’ and BFR's investments in special purpose entities was approximately $
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 $
Sky Harbour Group Corporation Class A common stock
We account for our
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 8. FAIR VALUE (Continued)
Marketable Equity Securities and U.S. Treasury Trading Securities
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 Condensed Consolidated Balance Sheet | Quoted Prices in Active Markets for Identical Assets | Realized Gains and (Losses) Included in Current Period Earnings (Loss) | Total Changes in Fair Values Included in Current Period Earnings (Loss) | |||||||||||||
| Marketable equity securities and U.S. Treasury trading securities at June 30, 2026 | $ | $ | $ | $ | ||||||||||||
| Marketable equity securities and U.S. Treasury trading securities at December 31, 2025 | $ | $ | $ | $ | ( | ) | ||||||||||
NOTE 9. 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, 2025 | $ | |||
| Additions | ||||
| Liabilities settled | ||||
| Accretion expense | ||||
| Balance, June 30, 2026 | $ |
NOTE 10. CAPITAL STOCK
On April 25, 2022, we filed a new 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 $
On July 23, 2024, the Board approved and authorized a share repurchase program (the “2024 Share Repurchase Program”), pursuant to which the Company could repurchase up to $
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 10. CAPITAL STOCK (Continued)
As of March 31, 2025, there were
On January 10, 2025, Magnolia Capital Fund, LP ("MCF") exercised, in full, Class B warrants, issued in 2015 and expiring in June 2025, to purchase shares of our Class B common stock. Under the terms of the warrants, MCF purchased
Separation Agreement with Alex Rozek
Separation and Benefits
On May 9, 2024, the Company, Alex B. Rozek, and certain other parties set forth therein, entered into a Separation and Stock Repurchase Agreement (the “Separation Agreement”). Effective as of May 9, 2024, Mr. Rozek resigned as an officer and director of the Company and all its direct and indirect subsidiaries. Mr. Rozek continues to serve as a member of the board of directors of Sky Harbour. All amounts due and payable to Mr. Rozek were paid in 2024 and 2025 and no severance, expense reimbursement, or other sums are due to Mr. Rozek in 2026 or beyond under the Separation Agreement.
Pursuant to the Separation Agreement, the Company repurchased from Mr. Rozek and Boulderado Partners, LLC, an entity controlled by Mr. Rozek, in the aggregate,
The price of the Class A shares repurchased was based on the 30-trading day volume-weighted average price of the Class A Common Stock for the 30 trading days ending two trading days prior to the execution of the Separation Agreement. The price of the Class B shares repurchased was based on the 30-trading day volume-weighted average price of the Class A Common Stock for the 30 trading days ending two trading days prior to the execution of the Separation Agreement plus a blocking/control premium, for which management employed a third-party valuation expert.
The aggregate purchase price paid to Mr. Rozek was approximately $
Separation and Benefits
Pursuant to the Separation Agreement, (a) in 2024, we transferred to Mr. Rozek
Mr. Rozek agreed to customary non-solicitation, non-competition, confidentiality, cooperation, and return of property covenants. As consideration for entering into a non-competition agreement, we paid Mr. Rozek $
In addition, Mr. Rozek and the named executive officers and board of directors of the Company agreed to a mutual non-disparagement covenant, and the Company agreed, subject to certain conditions, to retain Mr. Rozek as its representative on the board of directors of Sky Harbour until December 31, 2026.
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 11. LONG-TERM DEBT
Link Credit Facility
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 $
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
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 approximately $
On April 6, 2023, Link entered into a Sixth Amendment to Credit Agreement (the “Sixth Amendment”) with the Lender. 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.
On September 22, 2023, Link entered into a Seventh Amendment to the Credit Agreement with the Lender which modified the Credit Agreement by increasing the maximum availability under the revolving line of credit loan facility from $
On February 14, 2024, Link entered into an Eighth Amendment to the Credit Agreement with the Lender which modified the Credit Agreement to provide additional flexibility for Link to issue dividends to BOC.
On May 30, 2024, Link entered into a Ninth Amendment to the Credit Agreement with the Lender which modified the Credit Agreement by increasing the maximum availability under the revolving line of credit loan facility from $
On October 20, 2025, Link entered into a Tenth Amendment to Credit Agreement, which modified the Credit Agreement by extending the revolving line of credit maturity date and updating the definition of the consolidated fixed charge coverage ratio. The revolving line of credit is now due and payable on August 12, 2029. In order to consolidate the various amendments to the Credit Agreement, the Tenth Amendment to Credit Agreement incorporated the previous amendments to the Credit Agreement into a Restated Credit Agreement.
As of June 30, 2026, Link has borrowed $
The revolving line of credit loan facility has a $
Long-term debt included within our Condensed Consolidated Balance Sheets as of June 30, 2026 consists of Term Loan borrowings of approximately $
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 June 30, 2024 of not greater than
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 loans. Upon the occurrence of certain insolvency and bankruptcy events of default, the loans will automatically accelerate.
The aggregate minimum principal payments required under the term loan as of June 30, 2026 were as follows: $
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 11. LONG-TERM DEBT (Continued)
Boston Omaha Broadband Credit Facility
On September 17, 2024, three operating subsidiaries of BOB entered into a Credit Agreement (the “BOB Credit Agreement”) with First National Bank of Omaha (the “Lender”) under which certain subsidiaries of BOB can borrow up to $
The BOB Credit Agreements provided for incremental drawdowns of the term loan in minimum increments of $
Pursuant to the BOB Credit Agreements, BOB 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 BOB of not greater than
The BOB Credit Agreements include 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. All assets of the Borrowers, their Subsidiaries and BOB are secured by the grant of a security interest in substantially all their assets to the Lender. BOB was in compliance with these covenants as of June 30, 2026.
As of June 30, 2026, there was approximately $
As previously announced on a Form 8-K filed by the Company with the SEC on June 15, 2026, on June 9, 2026, FIF Utah, a wholly owned subsidiary of BOB, received final funding approval from the United States Department of Agriculture of a grant and loan award under the Rural Utilities Service ReConnect Program (the "ReConnect Program"). The loan and grant are each for approximately $
Under the terms of the Loan and Grant Agreement, the loan (the "ReConnect Loan") will be in the form of long-term debt available as requested by BOB in multiple drawdowns over a period not to exceed five years from the date of the award, with plans to use such funds to deploy fiber to approximately 3,000 locations within FIF Utah's surrounding qualifying markets. The loan portion is a 22-year term loan (the "Promissory Note") secured by certain collateral of FIF Utah under the applicable U.S. Treasury rate then in effect at the time of drawdown and subject to customary events of default and remedies. Interest and principal payments are deferred for a period of three years from the specific drawdown with accrued interest amortized over the remaining terms of the loan. The Company, as the ultimate parent of FIF Utah, has unconditionally guaranteed any sums due under the ReConnect Loan and the ReConnect Program (the "ReConnect Guarantee"). Each of the Loan and Grant Agreement and the ReConnect Guarantee contain customary representations and warranties, reporting covenants, affirmative covenants, negative covenants, financial covenants and events of default customary for financings under the ReConnect Program. Upon the occurrence of an event of default, the lender may accelerate all sums due under the ReConnect Loan. Upon the occurrence of certain insolvency and bankruptcy events of default, the ReConnect Loan will automatically accelerate. The foregoing summary of each of the Loan and Grant Agreement, the ReConnect Promissory Note and the Guarantee 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 as set forth in the Loan and Grant Agreement attached as Exhibit 10.1 to this Form 10-Q, the Promissory Note attached hereto as Exhibit 10.2 to this Form 10-Q, and the Guarantee Agreement attached as Exhibit 10.3 to this Form 10-Q. As of June 30, 2026, FIF Utah had not borrowed any sums due under the ReConnect Loan.
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 12. 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 is as follows:
| For the Three Months Ended | For the Six Months Ended | ||||||||||||||||
| June 30, | June 30, | ||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | Statement of Operations Classification | |||||||||||||
| Lease cost | $ | $ | $ | $ | Cost of billboard revenues, cost of broadband revenues and general and administrative | ||||||||||||
| Variable and short-term lease cost | Cost of billboard revenues, cost of broadband revenues and general and administrative | ||||||||||||||||
| Total Lease Cost | $ | $ | $ | $ | |||||||||||||
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, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Cash payments for operating leases | $ | $ | $ | $ | ||||||||||||
| New operating lease assets obtained in exchange for operating lease liabilities | $ | $ | $ | $ | ||||||||||||
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 12. LEASES (Continued)
Operating Lease Assets and Liabilities
| June 30, 2026 | December 31, 2025 | Balance Sheet Classification | |||||||
| Lease assets | $ | $ | Other Assets: Right of use assets | ||||||
| Current lease liabilities | $ | $ | Current Liabilities: Lease liabilities | ||||||
| Noncurrent lease liabilities | Long-term Liabilities: Lease liabilities | ||||||||
| Total Lease Liabilities | $ | $ | |||||||
Maturity of Operating Lease Liabilities
| June 30, 2026 | ||||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less imputed interest | ( | ) | ||
| Present Value of Lease Liabilities | $ | |||
As of June 30, 2026, our operating leases have a weighted-average remaining lease term of
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 13. INDUSTRY SEGMENTS
This summary presents our current segments, as described below.
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.
Boston Omaha Broadband, LLC
BOB conducts our broadband operations. BOB provides high-speed broadband services to its customers located mainly in Arizona, Florida, Nevada, and Utah.
Boston Omaha Asset Management, LLC
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 Asset Management on May 1, 2023 and are in the process of winding down its operations.
The accounting policies of the above segments are the same as those described within Note 2 “Summary of Significant Accounting Policies” of the 2025 Form 10-K.
Resources are allocated and performance is assessed by our CEO, whom we have determined to be our Chief Operating Decision Maker (CODM). The CODM evaluates the performance of our segments and allocates resources to them based on segment operating income and segment adjusted EBITDA. We define adjusted EBITDA as net income (loss) before income tax expense (benefit), noncontrolling interest in subsidiary income (loss), interest expense, interest and dividend income, equity in income (loss) of unconsolidated affiliates, depreciation, amortization, accretion, gain or loss on disposition of assets, and other investment income (loss).
The cost and expense information provided below is based on the information regularly provided to the CODM. Given the diversity of our operating segments and the differences in revenue streams and cost structures, there are variances in the form, content, and levels of such expense information significant to the business. Expenses considered significant for one operating segment may not be significant for others.
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 13. INDUSTRY SEGMENTS (Continued)
| Total | ||||||||||||||||||||
| Three Months Ended June 30, 2026 | LMH | BOB | BOAM | Unallocated | Consolidated | |||||||||||||||
| Operating Revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of Revenues | ||||||||||||||||||||
| Gross Margin | ||||||||||||||||||||
| Other Operating Expenses | ||||||||||||||||||||
| Employee costs | ||||||||||||||||||||
| Professional fees | ||||||||||||||||||||
| General and administrative | ||||||||||||||||||||
| Depreciation | ||||||||||||||||||||
| Amortization | ||||||||||||||||||||
| Accretion | ||||||||||||||||||||
| (Gain) loss on disposition of assets | ( | ) | ( | ) | ||||||||||||||||
| Total Expenses | ||||||||||||||||||||
| Segment Income (Loss) from Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Interest and dividend income | ||||||||||||||||||||
| Equity in loss of unconsolidated affiliates | ( | ) | ( | ) | ||||||||||||||||
| Other investment loss | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Noncontrolling interest in subsidiary (income) loss | ( | ) | ||||||||||||||||||
| Income tax benefit | ||||||||||||||||||||
| Net Income (Loss) from Continuing Operations Attributable to Common Stockholders | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||
| Segment adjusted EBITDA | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | |||||||||||||||
| Total | ||||||||||||||||||||
| Three Months Ended June 30, 2025 | LMH | BOB | BOAM | Unallocated | Consolidated | |||||||||||||||
| Operating Revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of Revenues | ||||||||||||||||||||
| Gross Margin | ||||||||||||||||||||
| Other Operating Expenses | ||||||||||||||||||||
| Employee costs | ||||||||||||||||||||
| Professional fees | ||||||||||||||||||||
| General and administrative | ||||||||||||||||||||
| Depreciation | ||||||||||||||||||||
| Amortization | ||||||||||||||||||||
| Accretion | ||||||||||||||||||||
| (Gain) loss on disposition of assets | ( | ) | ( | ) | ||||||||||||||||
| Total Expenses | ||||||||||||||||||||
| Segment Income (Loss) from Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Interest and dividend income | ||||||||||||||||||||
| Equity in income of unconsolidated affiliates | ||||||||||||||||||||
| Other investment loss | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Noncontrolling interest in subsidiary loss | ||||||||||||||||||||
| Income tax benefit | ||||||||||||||||||||
| Net Income (Loss) from Continuing Operations Attributable to Common Stockholders | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||
| Segment adjusted EBITDA | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | |||||||||||||||
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 13. INDUSTRY SEGMENTS (Continued)
| Six Months Ended June 30, 2026 | LMH | BOB | BOAM | Unallocated | Consolidated | |||||||||||||||
| Operating Revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of Revenues | ||||||||||||||||||||
| Gross Margin | ||||||||||||||||||||
| Other Operating Expenses | ||||||||||||||||||||
| Employee costs | ||||||||||||||||||||
| Professional fees | ||||||||||||||||||||
| General and administrative | ||||||||||||||||||||
| Depreciation | ||||||||||||||||||||
| Amortization | ||||||||||||||||||||
| Accretion | ||||||||||||||||||||
| (Gain) loss on disposition of assets | ( | ) | ( | ) | ||||||||||||||||
| Total Expenses | ||||||||||||||||||||
| Segment Income (Loss) from Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Interest and dividend income | ||||||||||||||||||||
| Equity in loss of unconsolidated affiliates | ( | ) | ( | ) | ||||||||||||||||
| Other investment loss | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Noncontrolling interest in subsidiary (income) loss | ( | ) | ||||||||||||||||||
| Income tax benefit | ||||||||||||||||||||
| Net Income (Loss) from Continuing Operations Attributable to Common Stockholders | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||
| Segment adjusted EBITDA | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | |||||||||||||||
| Six Months Ended June 30, 2025 | LMH | BOB | BOAM | Unallocated | Consolidated | |||||||||||||||
| Operating Revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of Revenues | ||||||||||||||||||||
| Gross Margin | ||||||||||||||||||||
| Other Operating Expenses | ||||||||||||||||||||
| Employee costs | ||||||||||||||||||||
| Professional fees | ||||||||||||||||||||
| General and administrative | ||||||||||||||||||||
| Depreciation | ||||||||||||||||||||
| Amortization | ||||||||||||||||||||
| Accretion | ||||||||||||||||||||
| (Gain) loss on disposition of assets | ( | ) | ||||||||||||||||||
| Total Expenses | ||||||||||||||||||||
| Segment Income (Loss) from Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Interest and dividend income | ||||||||||||||||||||
| Equity in income of unconsolidated affiliates | ||||||||||||||||||||
| Other investment loss | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Noncontrolling interest in subsidiary loss | ||||||||||||||||||||
| Income tax benefit | ||||||||||||||||||||
| Net Income (Loss) from Continuing Operations Attributable to Common Stockholders | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||
| Segment adjusted EBITDA | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | |||||||||||||||
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 13. INDUSTRY SEGMENTS (Continued)
| Total | ||||||||||||||||||||
| As of June 30, 2026 | LMH | BOB | BOAM | Unallocated | Consolidated | |||||||||||||||
| Accounts receivable, net | $ | $ | $ | $ | $ | |||||||||||||||
| Goodwill | ||||||||||||||||||||
| Total assets from continuing operations | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| As of December 31, 2025 | LMH | BOB | BOAM | Unallocated | Consolidated | |||||||||||||||
| Accounts receivable, net | $ | $ | $ | $ | $ | |||||||||||||||
| Goodwill | ||||||||||||||||||||
| Total assets from continuing operations | ||||||||||||||||||||
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 14. DISCONTINUED OPERATIONS
On May 18, 2026, the Company entered into a Securities Purchase Agreement with CopperPoint Insurance Company under which CopperPoint will acquire 100% of the equity interests in GIG for approximately $
The following table represents the major classes of assets and liabilities of discontinued operations as of June 30, 2026 and December 31, 2025:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Carrying amounts of the major classes of assets included in discontinued operations: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Cash held by BOAM funds and other | ||||||||
| Accounts receivable, net | ||||||||
| Short-term investments | ||||||||
| Marketable equity securities | ||||||||
| Funds held as collateral assets | ||||||||
| Prepaid expense and other current assets | ||||||||
| Property and equipment, net | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Investments | ||||||||
| Deferred policy acquisition costs | ||||||||
| Right of use assets | ||||||||
| Other | ||||||||
| Total assets held for sale | $ | $ | ||||||
| Carrying amounts of the major classes of liabilities included in discontinued operations: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Lease liabilities | ||||||||
| Funds held as collateral | ||||||||
| Unpaid losses and loss adjustment expenses | ||||||||
| Unearned premiums | ||||||||
| Deferred revenue | ||||||||
| Deferred tax liability | ||||||||
| Total liabilities held for sale | $ | $ | ||||||
Assets held for sale include short-term investments of $
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 14. DISCONTINUED OPERATIONS (Continued)
The following table presents the major components of discontinued operations in the Company's Consolidated Statements of Operations:
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Major classes of line items constituting income (loss) of discontinued operations before provision for income taxes: | ||||||||||||||||
| Premiums earned | $ | $ | $ | $ | ||||||||||||
| Insurance commissions | ||||||||||||||||
| Investment and other income | ||||||||||||||||
| Cost of insurance revenues (exclusive of depreciation and amortization) | ||||||||||||||||
| Employee costs | ||||||||||||||||
| Professional fees | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Net Income (Loss) from Discontinued Operations before Other Income (Expense) and Income Taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Other Income (Expense): | ||||||||||||||||
| Other investment income | ||||||||||||||||
| Net Income (Loss) Before Income Taxes | ( | ) | ( | ) | ||||||||||||
| Income tax benefit (provision) | ( | ) | ( | ) | ||||||||||||
| Net Income (Loss) from Discontinued Operations | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
We recorded expenses related to the sale of GIG of approximately $
Premiums ceded of approximately $
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Notes to Condensed Unaudited Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
NOTE 14. DISCONTINUED OPERATIONS (Continued)
The following table provides a reconciliation of the beginning and ending reserve balances at UCS for losses and loss adjustment expenses (“LAE”) for the six months ended June 30, 2026 and 2025.
| 2026 | 2025 | |||||||
| Gross reserves for unpaid losses and loss adjustment expenses, beginning of period | $ | $ | ||||||
| Less: reinsurance recoverable on unpaid losses | ||||||||
| Net reserve for unpaid losses and loss adjustment expenses, beginning of period | ||||||||
| Incurred losses and loss adjustment expenses: | ||||||||
| Current year | ||||||||
| Prior year | ( | ) | ||||||
| Total net losses and loss adjustment expenses incurred | ||||||||
| Payments: | ||||||||
| Current year | ||||||||
| Prior year | ||||||||
| Total payments | ||||||||
| Net reserves for unpaid losses and loss adjustment expenses, end of period | ||||||||
| Reinsurance recoverable on unpaid losses, net of allowance | ||||||||
| Gross reserves for unpaid losses and loss adjustment expenses, end of period | $ | $ | ||||||
For the six months ended June 30, 2026, there was an unfavorable prior year loss development. For the six months ended June 30, 2025, there was a favorable prior year loss development. Favorable and unfavorable prior year loss developments are 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.
NOTE 15. CUSTODIAL RISK
As of June 30, 2026, our continuing operations had approximately $
NOTE 16. SUBSEQUENT EVENTS
Subsequent to June 30, 2026, we repurchased
On August 10, 2026, we sold
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, THE PENDING PROPOSED SALE OF OUR GIG INSURANCE OPERATIONS, INFLATIONARY PRESSURES, FINANCIAL CONDITION AND THE IMPACT OF ANY FUTURE PANDEMIC OR GEOPOLITICAL EVENTS ON OUR BUSINESS. 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 CLASS a 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, 2025, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) ON MARCH 30, 2026, THE ADDITIONAL RISK FACTORS SET FORTH IN ITEM 1A OF PART II of this report on form 10-Q, AND OUR SUBSEQUENT FILINGS WITH THE SEC. 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 2026 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.
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, and a developer of private aviation infrastructure focused on building, leasing, and managing business aviation hangars.
As discussed in Note 14. Discontinued Operations, on May 18, 2026, we announced that we had entered into an agreement with CopperPoint Insurance Company in which it will acquire 100% of the equity interests in GIG for approximately $84.3 million before closing expenses. The transaction is expected to close in the second half of 2026 subject to the receipt of all regulatory and other approvals required under the Securities Purchase Agreement. Unless otherwise noted, the discussion below relates to the Company's continuing operations.
Outdoor Billboard Advertising. In June 2015, we commenced our billboard business operations through acquisitions by Link, our wholly owned subsidiary, of smaller billboard companies located in the 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 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, 2026, we operate approximately 3,900 billboards with approximately 7,500 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.
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 served 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 provided high-speed internet to over 10,000 customers throughout Utah. In September 2021, we announced the launch of Fiber Fast Homes, LLC, which partners with builders, developers, and 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, 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. In addition, over the last few years, we have also acquired additional smaller broadband businesses located in Utah. As of June 30, 2026, we have approximately 50,200 broadband customers (22,300 fiber subscribers) and 52,500 fiber passings completed. We hope to continue to expand in Arizona, Florida, Nevada, Utah, and other locales. In June 2026, our FIF Utah LLC subsidiary received approval from the USDA ReConnect Program for a combination of grants and long-term debt totaling up to $23.0 million in the aggregate to fund the construction, improvement, and acquisition of facilities and equipment needed to provide high-speed broadband service in eligible rural areas in Utah.
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 currently operate our insurance brokerage businesses under our BOSS Bonds™ trade name. We offer independent insurance agents the opportunity to purchase surety insurance through our computerized portal which offers speed and ease in application processing for the independent agent. On May 18, 2026, we announced that we had entered into a securities purchase agreement with CopperPoint Insurance Company ("CopperPoint") whereby CopperPoint will acquire 100% of the equity interests in GIG for approximately $84.3 million. The transaction is expected to close in the second half of 2026, subject to the receipt of all regulatory and other approvals required under the securities purchase agreement.
Investments:
| ● |
Since September 2015, we have made a series of investments in commercial real estate, a commercial real estate management business, brokerage and related services business, as well as an asset management business. We currently own 30% of Logic Real Estate Companies, LLC. On May 1, 2023, our BOAM subsidiary acquired 100% of the membership interests in 24th Street from the members of 24th Street other than BOAM for cash and BOC Class A common stock valued at approximately $5 million in the aggregate. Prior to the transaction, BOAM indirectly owned 48% of the membership interests of 24th Street. The consideration consisted of approximately $2.7 million in cash at closing, an additional $1.3 million 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 the 24th Street Funds. These funds are managed by 24th Street and focus on opportunities within secured lending and direct investments in commercial real estate. As of June 30, 2026, the 24th Street Funds have a total of four real estate properties remaining under management. |
| ● |
In May 2018, through one of our subsidiaries, we invested approximately $19 million through the purchase of common stock of CB&T Holding Corporation, the privately held parent company of Crescent Bank & Trust, Inc. ("Crescent Bank"). Our investment now represents 15.6% of CB&T’s outstanding common stock. Crescent Bank is located in New Orleans, LA. |
| ● |
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. In August 2021, Yellowstone entered into a business combination agreement with Sky Harbour LLC, 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. Sky Harbour’s Class A common stock trades on the NYSE under the symbol “SKYH” and its warrants to purchase Class A common stock trade under the symbol “SKYH.WS.” |
| ● |
In September 2021, through one of our subsidiaries, we invested $55 million directly into SHG and received 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 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, which was consummated in January 2022. Through June 30, 2026, we have sold 1,347,037 shares of Sky Harbour Class A common stock for gross proceeds of approximately $14.2 million. As of June 30, 2026, we held 11,339,994 shares of Sky Harbour Class A common stock and 7,719,779 Sky Harbour warrants. In August 2026, we sold 360,000 shares of our Sky Harbour Class A common stock, resulting in our ownership now consisting of 10,979,994 shares of Class A common stock. |
| ● |
In 2021, we established the BFR Fund subsidiary within BOAM to operate a proposed build-for-rent business, focusing on developing, building, and managing single-family detached homes and/or townhomes for long-term rentals. We invested approximately $15 million of capital to finance the initial acquisitions for these projects and subsequently raised third-party capital to be invested alongside our capital. The BFR Fund acquired land parcels in Nevada with the initial plan to develop, construct, and operate build-for-rent communities. However, challenges in the market, including the increase in interest rates and the inability to achieve what we believe are appropriate risk-adjusted returns, have led us to pursue selling the BFR Fund's entitled land assets to public homebuilders. Consequently, we are winding down the BFR Fund earlier than originally targeted by returning the uninvested cash on hand to BFR Fund partners and, as we sell the BFR Fund's entitled land assets, returning that capital to BFR Fund partners as well. As of June 30, 2026, the BFR Fund has one real estate property remaining under management. |
| ● |
In July 2023, we invested approximately $3 million in voting preferred stock of MyBundle.TV Inc., a company serving the broadband industry. |
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. In outdoor advertising, our plan is to continue to grow this business through acquisitions of billboard assets. We expect to expand our broadband services in Arizona, Florida, Nevada, Utah, and in other locations. In the future, we expect 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, although we currently expect to place a primary emphasis on growing our existing business lines over the next several years. 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 broadband services, we believe that our 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. We also believe our investments in both CB&T and Sky Harbour have provided each company the opportunity to significantly grow its business. Lastly, we invest our available capital in a wide range of securities, including equity securities of public companies, various corporate and government bonds, and U.S. Treasury securities.
How We Generate Our Revenues and Evaluate Our Business
We currently generate revenues primarily through billboard advertising and related services, providing high-speed broadband services, and asset management 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 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 broadband business, direct cost of services includes network operations and data costs, software costs, cell site rent and utilities, and other broadband level expenses.
Results of Operations
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
The following is a comparison of our results of operations for the three months ended June 30, 2026, which we refer to as the “second quarter of fiscal 2026,” compared to the three months ended June 30, 2025, which we refer to as the “second quarter of fiscal 2025.” These results exclude results for our GIG subsidiary, as such operations are expected to be sold within the next six months to CopperPoint and are thus reflected as "discontinued operations" as described in Note 14. Discontinued Operations.
Revenues. For the second quarter of fiscal 2026 and the second quarter of fiscal 2025, our revenues, in thousands and as a percentage of total revenues, were as follows:
| For the Three Months Ended June 30, |
||||||||||||||||||||
| (unaudited) |
||||||||||||||||||||
| 2026 |
2025 |
2026 vs 2025 |
||||||||||||||||||
| As a % of |
As a % of |
|||||||||||||||||||
| Total |
Total |
|||||||||||||||||||
| Amount |
Revenues |
Amount |
Revenues |
$ Variance |
||||||||||||||||
| Revenues: |
||||||||||||||||||||
| Billboard rentals, net |
$ | 11,723 | 52.8% |
$ | 11,441 | 52.8% |
$ | 282 | ||||||||||||
| Broadband services |
10,477 | 47.2% |
10,234 | 47.2% |
243 | |||||||||||||||
| Investment and other income |
- | - | 4 | 0.0% |
(4 | ) | ||||||||||||||
| Total Revenues |
$ | 22,200 | 100.0% |
$ | 21,679 | 100.0% |
$ | 521 | ||||||||||||
We realized total revenues of $22,200 during the second quarter of fiscal 2026, an increase of 2.4% over revenues of $21,679 during the second quarter of fiscal 2025. The key factors impacting revenue across each of our businesses during the second quarter of fiscal 2026 were as follows:
| ● |
Net billboard rentals in the second quarter of fiscal 2026 increased 2.5% when compared to the second quarter of fiscal 2025, reflecting steady rental and occupancy rates across a number of our markets. |
| ● |
Revenue from broadband services in the second quarter of fiscal 2026 increased 2.4% from the second quarter of fiscal 2025, mainly reflecting subscriber growth across a number of our markets. |
| ● |
Investment and other income at BOAM decreased from $4 in the second quarter of fiscal 2025 to $0 in the second quarter of fiscal 2026. |
Expenses. For the second quarter of fiscal 2026 and the second quarter of fiscal 2025, our expenses, in thousands and as a percentage of total revenues, were as follows:
| For the Three Months Ended June 30, |
||||||||||||||||||||
| (unaudited) |
||||||||||||||||||||
| 2026 |
2025 |
2026 vs 2025 |
||||||||||||||||||
| As a % of |
As a % of |
|||||||||||||||||||
| Total |
Total |
|||||||||||||||||||
| Amount |
Revenues |
Amount |
Revenues |
$ Variance |
||||||||||||||||
| Costs and Expenses: |
||||||||||||||||||||
| Cost of billboard revenues |
$ | 3,533 | 15.9% |
$ | 3,703 | 17.1% |
$ | (170 | ) | |||||||||||
| Cost of broadband revenues |
2,664 | 12.0% |
2,316 | 10.7% |
348 | |||||||||||||||
| Employee costs |
6,132 | 27.6% |
6,377 | 29.4% |
(245 | ) | ||||||||||||||
| Professional fees |
850 | 3.8% |
596 | 2.8% |
254 | |||||||||||||||
| Depreciation |
4,523 | 20.4% |
4,101 | 18.9% |
422 | |||||||||||||||
| Amortization |
1,859 | 8.4% |
1,915 | 8.8% |
(56 | ) | ||||||||||||||
| General and administrative |
3,328 | 15.0% |
3,205 | 14.8% |
123 | |||||||||||||||
| Gain on disposition of assets |
(139 | ) | (0.6%) |
(76 | ) | (0.3%) |
(63 | ) | ||||||||||||
| Accretion |
53 | 0.2% |
54 | 0.2% |
(1 | ) | ||||||||||||||
| Total Costs and Expenses |
$ | 22,803 | 102.7% |
$ | 22,191 | 102.4% |
$ | 612 | ||||||||||||
During the second quarter of fiscal 2026, we had total costs and expenses of $22,803, as compared to total costs and expenses of $22,191 in the second quarter of fiscal 2025. Total costs and expenses as a percentage of total revenues increased from 102.4% in the second quarter of fiscal 2025 to 102.7% in the second quarter of fiscal 2026. The key factors impacting costs and expenses across each of our businesses during the second quarter of fiscal 2026 were as follows:
| ● |
Cost of billboard revenues decreased as a percentage of billboard revenues from 32.4% in the second quarter of fiscal 2025 to 30.2% in the second quarter of fiscal 2026. The decrease was mainly driven by lower ground rent expense as a percentage of billboard revenues. |
| ● |
Cost of broadband revenues increased as a percentage of broadband revenues from 22.6% in the second quarter of fiscal 2025 to 25.4% in the second quarter of fiscal 2026. The increase was mainly driven by higher network operations and data costs as a percentage of broadband revenues. |
| ● |
Employee costs in the second quarter of fiscal 2026 were $6,132, or 27.6% of total revenues, as compared to $6,377, or 29.4% of total revenues, in the second quarter of fiscal 2025. The decrease was mainly driven by headcount reductions within our broadband businesses. |
| ● |
Professional fees in the second quarter of fiscal 2026 were $850, or 3.8% of total revenues, as compared to $596, or 2.8% of total revenues, in the second quarter of fiscal 2025. The increase was mainly driven by higher professional fees at Boston Omaha's parent company related to the sale of GIG. |
| ● |
General and administrative expenses in the second quarter of fiscal 2026 were $3,328, or 15.0% of total revenues, as compared to $3,205, or 14.8% of total revenues, in the second quarter of fiscal 2025. |
| ● |
Non-cash expenses in the second quarter of fiscal 2026 included $4,523 in depreciation expense, $1,859 in amortization expense, and $53 in accretion expense mainly related to asset retirement obligations for certain billboard assets. The increase in depreciation expense is mainly driven by continued capital investments within our broadband businesses. |
Net Loss from Operations. Net loss from operations for the second quarter of fiscal 2026 was $603, or 2.7% of total revenues, as compared to a net loss from operations of $512, or 2.4% of total revenues, in the second quarter of fiscal 2025. The increase in net loss from operations was primarily due to higher professional fees at Boston Omaha's parent company related to the sale of GIG, which were partially offset by improved operations within our billboard and broadband businesses. Our net loss from operations included $6,435 from non-cash depreciation, amortization, and accretion expenses in the second quarter of fiscal 2026, as compared to $6,070 in the second quarter of fiscal 2025.
Other Income (Expense). During the second quarter of fiscal 2026, we had net other expense of $2,500, which included a $1,853 unrealized loss on the Sky Harbour warrants held by Boston Omaha, losses of $844 within BOAM primarily related to changes in the fair value of the underlying assets within the 24th Street and BFR Funds, interest expense of $607 mainly incurred under Link's term loan and revolver and BOB's credit facility, and non-cash losses of $404 from unconsolidated affiliates mainly related to our share of Sky Harbour's loss from operations. These items were partially offset by $963 in realized gains on the sale of 331,500 shares of Sky Harbour Class A common stock and interest and dividend income of $258. During the second quarter of fiscal 2025, we had net other expense of $4,531, which included a $10,653 unrealized loss on the Sky Harbour warrants held by Boston Omaha, losses of $2,640 within BOAM primarily related to changes in the fair value of the remaining assets within the 24th Street Funds, and interest expense of $573 mainly incurred under Link's term loan and revolver and BOB's credit facility. These items were partially offset by income of $6,147 from unconsolidated affiliates mainly related to our equity method position in Sky Harbour, $2,859 in realized gains on the sale of 509,206 shares of Sky Harbour Class A common stock, and interest and dividend income of $242.
Generally accepted accounting principles ("GAAP") require 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 and our right to elect one of the seven members of Sky Harbour's Board of Directors, our investment is recorded under the equity method 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 we are deemed to no longer have significant influence, we may 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, 2026, 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) Sky Harbour's stock price trading above our carrying value for an extended period of time, and (iii) 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 $6.17 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.
Income (Loss) from Discontinued Operations. On May 18, 2026, we announced that CopperPoint will acquire 100% of the equity interests in GIG for approximately $84.3 million. The transaction is expected to close in the second half of 2026 following receipt of all regulatory and other approvals required under the Securities Purchase Agreement. As a result, the Company has classified the results and cash flows of the GIG business as discontinued operations in our Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows for all periods presented. The related assets and liabilities associated with the discontinued operations are classified as held for sale in the Condensed Consolidated Balance Sheets. During the second quarter of fiscal 2026, we had $490 in income from discontinued operations compared to a loss of $329 during the second quarter of fiscal 2025. See Note 14. Discontinued Operations in the Company's Condensed Consolidated Financial Statements for additional information.
Net Loss Attributable to Common Stockholders. We had a net loss attributable to common stockholders in the amount of $1,612 in the second quarter of fiscal 2026, or a loss per share of $0.05, based on 30,422,794 diluted weighted average shares outstanding. This is compared to a net loss attributable to common stockholders of $2,319 in the second quarter of fiscal 2025, or a loss per share of $0.07, based on 31,453,434 diluted weighted average shares outstanding.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
The following is a comparison of our results of operations for the six months ended June 30, 2026, which we refer to as the “first six months of fiscal 2026,” compared to the six months ended June 30, 2025, which we refer to as the “first six months of fiscal 2025.”
Revenues. For the first six months of fiscal 2026 and the first six months of fiscal 2025, our revenues, in thousands and as a percentage of total revenues, were as follows:
| For the Six Months Ended June 30, |
||||||||||||||||||||
| (unaudited) |
||||||||||||||||||||
| 2026 |
2025 |
2026 vs 2025 |
||||||||||||||||||
| As a % of |
As a % of |
|||||||||||||||||||
| Total |
Total |
|||||||||||||||||||
| Amount |
Revenues |
Amount |
Revenues |
$ Variance |
||||||||||||||||
| Revenues: |
||||||||||||||||||||
| Billboard rentals, net |
$ | 22,696 | 51.7% |
$ | 22,205 | 51.9% |
$ | 491 | ||||||||||||
| Broadband services |
21,227 | 48.3% |
20,554 | 48.1% |
673 | |||||||||||||||
| Investment and other income |
1 | 0.0% |
17 | 0.0% |
(16 | ) | ||||||||||||||
| Total Revenues |
$ | 43,924 | 100.0% |
$ | 42,776 | 100.0% |
$ | 1,148 | ||||||||||||
We realized total revenues of $43,924 during the first six months of fiscal 2026, an increase of 2.7% over revenues of $42,776 during the first six months of fiscal 2025. The key factors impacting revenue across each of our businesses during the first six months of fiscal 2026 were as follows:
| ● |
Net billboard rentals in the first six months of fiscal 2026 increased 2.2% when compared to the first six months of fiscal 2025, reflecting steady rental and occupancy rates across a number of our markets. |
| ● |
Revenue from broadband services in the first six months of fiscal 2026 increased 3.3% from the first six months of fiscal 2025, mainly reflecting subscriber growth across a number of our markets. |
| ● |
Investment and other income at BOAM decreased from $17 in the first six months of fiscal 2025 to $1 in the first six months of fiscal 2026. |
Expenses. For the first six months of fiscal 2026 and the first six months of fiscal 2025, our expenses, in thousands and as a percentage of total revenues, were as follows:
| For the Six Months Ended June 30, |
||||||||||||||||||||
| (unaudited) |
||||||||||||||||||||
| 2026 |
2025 |
2026 vs 2025 |
||||||||||||||||||
| As a % of |
As a % of |
|||||||||||||||||||
| Total |
Total |
|||||||||||||||||||
| Amount |
Revenues |
Amount |
Revenues |
$ Variance |
||||||||||||||||
| Costs and Expenses: |
||||||||||||||||||||
| Cost of billboard revenues |
$ | 7,023 | 16.0% |
$ | 7,547 | 17.6% |
$ | (524 | ) | |||||||||||
| Cost of broadband revenues |
5,229 | 11.9% |
4,689 | 11.0% |
540 | |||||||||||||||
| Employee costs |
12,037 | 27.4% |
12,680 | 29.6% |
(643 | ) | ||||||||||||||
| Professional fees |
1,775 | 4.0% |
1,239 | 2.9% |
536 | |||||||||||||||
| Depreciation |
8,939 | 20.4% |
8,085 | 18.9% |
854 | |||||||||||||||
| Amortization |
3,696 | 8.4% |
3,786 | 8.9% |
(90 | ) | ||||||||||||||
| General and administrative |
6,439 | 14.7% |
6,128 | 14.3% |
311 | |||||||||||||||
| (Gain) loss on disposition of assets |
(163 | ) | (0.4%) |
48 | 0.1% |
(211 | ) | |||||||||||||
| Accretion |
108 | 0.2% |
108 | 0.3% |
0 | |||||||||||||||
| Total Costs and Expenses |
$ | 45,083 | 102.6% |
$ | 44,310 | 103.6% |
$ | 773 | ||||||||||||
During the first six months of fiscal 2026, we had total costs and expenses of $45,083, as compared to total costs and expenses of $44,310 in the first six months of fiscal 2025. Total costs and expenses as a percentage of total revenues decreased from 103.6% in the first six months of fiscal 2025 to 102.6% in the first six months of fiscal 2026. The key factors impacting costs and expenses across each of our businesses during the first six months of fiscal 2026 were as follows:
| ● |
Cost of billboard revenues decreased as a percentage of billboard revenues from 34.0% in the first six months of fiscal 2025 to 30.9% in the first six months of fiscal 2026. The decrease was mainly driven by lower ground rent expense as a percentage of billboard revenues. |
| ● |
Cost of broadband revenues increased as a percentage of broadband revenues from 22.8% in the first six months of fiscal 2025 to 24.6% in the first six months of fiscal 2026. The increase was mainly driven by higher network operations and data costs as a percentage of broadband revenues. |
| ● |
Employee costs in the first six months of fiscal 2026 were $12,037, or 27.4% of total revenues, as compared to $12,680, or 29.6% of total revenues, in the first six months of fiscal 2025. The decrease was mainly driven by headcount reductions within our broadband businesses. |
| ● |
Professional fees in the first six months of fiscal 2026 were $1,775, or 4.0% of total revenues, as compared to $1,239, or 2.9% of total revenues, in the first six months of fiscal 2025. The increase was mainly driven by higher professional fees at Boston Omaha's parent company related to the sale of GIG. |
| ● |
General and administrative expenses in the first six months of fiscal 2026 were $6,439, or 14.7% of total revenues, as compared to $6,128, or 14.3% of total revenues, in the first six months of fiscal 2025. The increase was mainly driven by the use of contract labor within our broadband businesses and accrued director compensation at Boston Omaha's parent company. |
| ● |
Non-cash expenses in the first six months of fiscal 2026 included $8,939 in depreciation expense, $3,696 in amortization expense, and $108 in accretion expense mainly related to asset retirement obligations for certain billboard assets. The increase in depreciation expense is mainly driven by continued capital investments within our broadband businesses. |
Net Loss from Operations. Net loss from operations for the first six months of fiscal 2026 was $1,159, or 2.6% of total revenues, as compared to a net loss from operations of $1,534, or 3.6% of total revenues, in the first six months of fiscal 2025. The decrease in net loss from operations was primarily due to improved operations within our billboard and broadband businesses, which were partially offset by higher professional fees at Boston Omaha's parent company mainly related to the sale of GIG. Our net loss from operations included $12,743 from non-cash depreciation, amortization, and accretion expenses in the first six months of fiscal 2026, as compared to $11,979 in the first six months of fiscal 2025.
Other Income (Expense). During the first six months of fiscal 2026, we had net other expense of $4,493, which included non-cash losses of $2,095 from unconsolidated affiliates mainly related to our share of Sky Harbour's loss from operations, a $1,437 unrealized loss on the Sky Harbour warrants held by Boston Omaha, losses of $1,220 within BOAM primarily related to changes in the fair value of the underlying assets within the 24th Street and BFR Funds, and interest expense of $1,216 mainly incurred under Link's term loan and revolver and BOB's credit facility. These items were partially offset by $963 in realized gains on the sale of 331,500 shares of Sky Harbour Class A common stock and interest and dividend income of $529. During the first six months of fiscal 2025, we had net other expense of $6,631, which included a $9,418 unrealized loss on the Sky Harbour warrants held by Boston Omaha, losses of $4,660 within BOAM primarily related to changes in the fair value of the remaining assets within the 24th Street and BFR Funds, and interest expense of $1,115 mainly incurred under Link's term loan and revolver and BOB's credit facility. These items were partially offset by $4,135 in realized gains on the sale of 730,095 shares of Sky Harbour Class A common stock, income of $3,833 from unconsolidated affiliates mainly related to our equity method position in Sky Harbour, and interest and dividend income of $545.
Generally accepted accounting principles ("GAAP") require 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 and our right to elect one of the seven members of Sky Harbour's Board of Directors, our investment is recorded under the equity method 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 we are deemed to no longer have significant influence, we may 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, 2026, 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) Sky Harbour's stock price trading above our carrying value for an extended period of time, and (iii) 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 $6.17 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.
Income (Loss) from Discontinued Operations. On May 18, 2026, we announced that CopperPoint Insurance Company will acquire 100% of the equity interests in GIG for approximately $84.3 million. The transaction is expected to close in the second half of 2026 following receipt of all regulatory and other approvals required under the Securities Purchase Agreement. As a result, the Company has classified the results and cash flows of the GIG business as discontinued operations in our Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows for all periods presented. The related assets and liabilities associated with the discontinued operations are classified as held for sale in the Condensed Consolidated Balance Sheets. During the first six months of fiscal 2026, we had a loss of $185 from discontinued operations compared to income of $178 during the first six months of fiscal 2025. See Note 14. Discontinued Operations in the Company's Condensed Consolidated Financial Statements for additional information.
Net Loss Attributable to Common Stockholders. We had a net loss attributable to common stockholders in the amount of $3,760 in the first six months of fiscal 2026, or a loss per share of $0.12, based on 30,612,655 diluted weighted average shares outstanding. This is compared to a net loss attributable to common stockholders of $2,989 in the first six months of fiscal 2025, or a loss per share of $0.10, based on 31,440,934 diluted weighted average shares outstanding.
Results of Operations by Segment
The following tables report results, in thousands and as a percentage of segment revenues, for the following three segments in which we operate: billboards, broadband, and asset management for the second quarter of fiscal 2026 and the second quarter of fiscal 2025:
Results of Billboard Operations
| For the Three Months Ended June 30, |
||||||||||||||||
| (unaudited) |
||||||||||||||||
| 2026 |
2025 |
|||||||||||||||
| As a % of |
As a % of |
|||||||||||||||
| Segment |
Segment |
|||||||||||||||
| Operating |
Operating |
|||||||||||||||
| Amount |
Revenues |
Amount |
Revenues |
|||||||||||||
| Operating Revenues |
||||||||||||||||
| Billboard rentals, net |
$ | 11,723 | 100.0 | % | $ | 11,441 | 100.0 | % | ||||||||
| Cost of Revenues |
||||||||||||||||
| Ground rents |
1,897 | 16.2 | % | 2,087 | 18.2 | % | ||||||||||
| Utilities |
433 | 3.7 | % | 463 | 4.1 | % | ||||||||||
| Commissions paid |
734 | 6.3 | % | 742 | 6.5 | % | ||||||||||
| Other costs of revenues |
469 | 4.0 | % | 411 | 3.6 | % | ||||||||||
| Total cost of revenues |
3,533 | 30.2 | % | 3,703 | 32.4 | % | ||||||||||
| Gross margin |
8,190 | 69.8 | % | 7,738 | 67.6 | % | ||||||||||
| Other Operating Expenses |
||||||||||||||||
| Employee costs |
2,221 | 19.0 | % | 2,137 | 18.6 | % | ||||||||||
| Professional fees |
106 | 0.9 | % | 63 | 0.5 | % | ||||||||||
| Depreciation |
1,352 | 11.5 | % | 1,324 | 11.6 | % | ||||||||||
| Amortization |
963 | 8.2 | % | 971 | 8.5 | % | ||||||||||
| General and administrative |
1,082 | 9.2 | % | 1,059 | 9.3 | % | ||||||||||
| Accretion |
49 | 0.4 | % | 50 | 0.4 | % | ||||||||||
| Gain on disposition of assets |
(224 | ) | (1.9 | %) | (92 | ) | (0.8 | %) | ||||||||
| Total expenses |
5,549 | 47.3 | % | 5,512 | 48.1 | % | ||||||||||
| Segment Income from Operations |
2,641 | 22.5 | % | 2,226 | 19.5 | % | ||||||||||
| Interest expense, net |
(338 | ) | (2.9 | %) | (378 | ) | (3.3 | %) | ||||||||
| Net Income from Continuing Operations Attributable to Common Stockholders |
$ | 2,303 | 19.6 | % | $ | 1,848 | 16.2 | % | ||||||||
Comparison of the Second Quarter of Fiscal 2026 to the Second Quarter of Fiscal 2025. In the second quarter of fiscal 2026, net billboard revenues increased by 2.5% when compared to the second quarter of fiscal 2025, reflecting steady rental and occupancy rates across a number of our markets. The key factors affecting our billboard operations results during the second quarter of fiscal 2026 were as follows:
| ● |
Ground rent expense as a percentage of total segment operating revenues decreased from 18.2% in the second quarter of fiscal 2025 to 16.2% in the second quarter of fiscal 2026. The decrease is mainly due to ASC 842 lease accounting entries stemming from changes in our lease portfolio. |
| ● |
Commissions paid as a percentage of total segment operating revenues decreased from 6.5% in the second quarter of fiscal 2025 to 6.3% in the second quarter of fiscal 2026. |
| ● |
Employee costs as a percentage of total segment operating revenues increased from 18.6% in the second quarter of fiscal 2025 to 19.0% in the second quarter of fiscal 2026. |
| ● |
General and administrative expenses decreased slightly as a percentage of total segment operating revenues from 9.3% in the second quarter of fiscal 2025 to 9.2% in the second quarter of fiscal 2026. |
| ● |
Depreciation and amortization expenses as a percentage of total segment operating revenues were 11.5% and 8.2% in the second quarter of fiscal 2026 compared to 11.6% and 8.5% in the second quarter of fiscal 2025, respectively. |
| ● |
Net interest expense was $338 in the second quarter of fiscal 2026 compared to net interest expense of $378 in the second quarter of fiscal 2025. The decrease is mainly driven by principal repayments on the revolving line of credit. |
Results of Broadband Operations
| For the Three Months Ended June 30, |
||||||||||||||||
| (unaudited) |
||||||||||||||||
| 2026 |
2025 |
|||||||||||||||
| As a % of |
As a % of |
|||||||||||||||
| Segment |
Segment |
|||||||||||||||
| Operating |
Operating |
|||||||||||||||
| Amount |
Revenues |
Amount |
Revenues |
|||||||||||||
| Operating Revenues |
||||||||||||||||
| Broadband revenues |
$ | 10,477 | 100.0% |
$ | 10,234 | 100.0% |
||||||||||
| Cost of Revenues |
||||||||||||||||
| Network operations and data costs |
1,575 | 15.0% |
1,285 | 12.5% |
||||||||||||
| Software costs |
252 | 2.4% |
189 | 1.9% |
||||||||||||
| Cell site rent and utilities |
332 | 3.2% |
357 | 3.5% |
||||||||||||
| Other costs of revenues |
505 | 4.8% |
485 | 4.7% |
||||||||||||
| Total cost of revenues |
2,664 | 25.4% |
2,316 | 22.6% |
||||||||||||
| Gross margin |
7,813 | 74.6% |
7,918 | 77.4% |
||||||||||||
| Other Operating Expenses |
||||||||||||||||
| Employee costs |
3,417 | 32.6% |
3,747 | 36.6% |
||||||||||||
| Professional fees |
144 | 1.4% |
152 | 1.5% |
||||||||||||
| Depreciation |
3,153 | 30.1% |
2,750 | 26.9% |
||||||||||||
| Amortization |
896 | 8.6% |
902 | 8.8% |
||||||||||||
| General and administrative |
1,839 | 17.6% |
1,801 | 17.6% |
||||||||||||
| Accretion |
4 | 0.0% |
4 | 0.0% |
||||||||||||
| Loss on disposition of assets |
85 | 0.8% |
16 | 0.2% |
||||||||||||
| Total expenses |
9,538 | 91.1% |
9,372 | 91.6% |
||||||||||||
| Segment Loss from Operations |
(1,725 | ) | (16.5%) |
(1,454 | ) | (14.2%) |
||||||||||
| Interest expense, net |
(207 | ) | (2.0%) |
(123 | ) | (1.2%) |
||||||||||
| Noncontrolling interest in subsidiary income |
(3 | ) | (0.1%) |
- | - | |||||||||||
| Net Loss from Continuing Operations Attributable to Common Stockholders |
$ | (1,935 | ) | (18.5%) |
$ | (1,577 | ) | (15.4%) |
||||||||
Comparison of the Second Quarter of Fiscal 2026 to the Second Quarter of Fiscal 2025. In the second quarter of fiscal 2026, total operating revenues increased by 2.4% when compared to the second quarter of fiscal 2025 mainly reflecting subscriber growth across a number of our markets. The key factors affecting our broadband operations results during the second quarter of fiscal 2026 were as follows:
| ● |
Network operations and data costs as a percentage of total segment operating revenues increased from 12.5% in the second quarter of fiscal 2025 to 15.0% in the second quarter of fiscal 2026. The increase is mainly driven by increased cell site circuit costs related to new project developments. |
| ● |
Employee costs as a percentage of total segment operating revenues decreased from 36.6% in the second quarter of fiscal 2025 to 32.6% in the second quarter of fiscal 2026. The decrease is mainly driven by headcount reductions within our broadband businesses. |
| ● |
Depreciation expense increased by $403 from the second quarter of fiscal 2025. The increase in depreciation expense is mainly driven by continued capital investments within our broadband businesses. |
| ● |
General and administrative expenses as a percentage of total segment operating revenues remained flat at 17.6% in the second quarter of fiscal 2025 and in the second quarter of fiscal 2026. |
| ● |
Net interest expense was $207 in the second quarter of fiscal 2026 compared to net interest expense of $123 in the second quarter of fiscal 2025. The increase is mainly driven by the borrowings on the BOB credit facility. |
| ● |
Noncontrolling interest in subsidiary income of $3 in the second quarter of fiscal 2026 is related to joint venture projects at FFH. |
Results of Asset Management Operations
| For the Three Months Ended June 30, |
||||||||||||||||
| (unaudited) |
||||||||||||||||
| 2026 |
2025 |
|||||||||||||||
| Amount |
Amount |
|||||||||||||||
| Operating Revenues |
||||||||||||||||
| Investment and other income |
$ | - | n/a | $ | 4 | n/a | ||||||||||
| Cost of Revenues |
||||||||||||||||
| Total cost of revenues |
- | n/a | - | n/a | ||||||||||||
| Gross margin |
- | n/a | 4 | n/a | ||||||||||||
| Other Operating Expenses |
||||||||||||||||
| Employee costs |
- | n/a | - | n/a | ||||||||||||
| Professional fees |
108 | n/a | 142 | n/a | ||||||||||||
| Depreciation |
- | n/a | - | n/a | ||||||||||||
| Amortization |
- | n/a | - | n/a | ||||||||||||
| General and administrative |
1 | n/a | 2 | n/a | ||||||||||||
| Total expenses |
109 | n/a | 144 | n/a | ||||||||||||
| Segment Loss from Operations |
(109 | ) | n/a | (140 | ) | n/a | ||||||||||
| Interest and dividend income |
5 | n/a | 8 | n/a | ||||||||||||
| Other investment loss |
(844 | ) | n/a | (2,640 | ) | n/a | ||||||||||
| Noncontrolling interest in subsidiary loss |
556 | n/a | 2,250 | n/a | ||||||||||||
| Net Loss from Continuing Operations Attributable to Common Stockholders |
$ | (392 | ) | n/a | $ | (522 | ) | n/a | ||||||||
Comparison of the Second Quarter of Fiscal 2026 to the Second Quarter of Fiscal 2025. In September 2017, we formed our asset management business. Throughout fiscal 2022 and fiscal 2023, we had been hiring within our asset management business to ensure adequate staffing for the anticipated 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. As previously mentioned, we are winding down BOAM's operations and have implemented significant cost-cutting measures, which occurred principally in the second half of fiscal 2024. Therefore, comparisons of our asset management results for the second quarter of fiscal 2026 and the second quarter of fiscal 2025 may not be meaningful. The key factors affecting our asset management operations results during the second quarter of fiscal 2026 were as follows:
| ● |
Professional fees decreased by $34 in the second quarter of fiscal 2026 when compared to the second quarter of fiscal 2025. Professional fees are mainly related to accounting and audit fees at the fund level as well as the services agreement with Local Asset Management LLC to provide management services associated with the wind down of the 24th Street Funds and BFR Fund. The services agreement provides for consulting fees which reduce over time as assets managed within the funds are sold. |
| ● |
General and administrative expenses in the second quarter of fiscal 2026 decreased by $1 from the second quarter of fiscal 2025. |
| ● |
Other investment loss of $844 in the second quarter of fiscal 2026 primarily included the changes in the fair value of the 24th Street Funds and BFR Fund, mainly driven by a decline in value of the underlying real estate properties. |
| ● |
Noncontrolling interest in subsidiary loss of $556 in the second quarter of fiscal 2026 primarily included the external limited partners' share of GAAP losses within the 24th Street Funds and BFR Fund, mainly driven by the change in fair value referenced above. |
Results of Operations by Segment
The following tables report results, in thousands and as a percentage of segment revenues, for the following three segments in which we operate: billboards, broadband, and asset management for the first six months of fiscal 2026 and the first six months of fiscal 2025:
Results of Billboard Operations
| For the Six Months Ended June 30, |
||||||||||||||||
| (unaudited) |
||||||||||||||||
| 2026 |
2025 |
|||||||||||||||
| As a % of |
As a % of |
|||||||||||||||
| Segment |
Segment |
|||||||||||||||
| Operating |
Operating |
|||||||||||||||
| Amount |
Revenues |
Amount |
Revenues |
|||||||||||||
| Operating Revenues |
||||||||||||||||
| Billboard rentals, net |
$ | 22,696 | 100.0% |
$ | 22,205 | 100.0% |
||||||||||
| Cost of Revenues |
||||||||||||||||
| Ground rents |
3,829 | 16.9% |
4,328 | 19.5% |
||||||||||||
| Utilities |
894 | 3.9% |
949 | 4.3% |
||||||||||||
| Commissions paid |
1,390 | 6.1% |
1,455 | 6.5% |
||||||||||||
| Other costs of revenues |
910 | 4.0% |
815 | 3.7% |
||||||||||||
| Total cost of revenues |
7,023 | 30.9% |
7,547 | 34.0% |
||||||||||||
| Gross margin |
15,673 | 69.1% |
14,658 | 66.0% |
||||||||||||
| Other Operating Expenses |
||||||||||||||||
| Employee costs |
4,451 | 19.6% |
4,363 | 19.6% |
||||||||||||
| Professional fees |
196 | 0.9% |
125 | 0.6% |
||||||||||||
| Depreciation |
2,683 | 11.8% |
2,614 | 11.8% |
||||||||||||
| Amortization |
1,915 | 8.4% |
1,933 | 8.7% |
||||||||||||
| General and administrative |
2,066 | 9.1% |
2,048 | 9.2% |
||||||||||||
| Accretion |
101 | 0.5% |
101 | 0.5% |
||||||||||||
| Gain on disposition of assets |
(220 | ) | (1.0%) |
(18 | ) | (0.1%) |
||||||||||
| Total expenses |
11,192 | 49.3% |
11,166 | 50.3% |
||||||||||||
| Segment Income from Operations |
4,481 | 19.8% |
3,492 | 15.7% |
||||||||||||
| Interest expense, net |
(676 | ) | (3.0%) |
(753 | ) | (3.4%) |
||||||||||
| Net Income from Continuing Operations Attributable to Common Stockholders |
$ | 3,805 | 16.8% |
$ | 2,739 | 12.3% |
||||||||||
Comparison of the First Six Months of Fiscal 2026 to the First Six Months of Fiscal 2025. In the first six months of fiscal 2026, net billboard revenues increased by 2.2% when compared to the first six months of fiscal 2025, reflecting steady rental and occupancy rates across a number of our markets. The key factors affecting our billboard operations results during the first six months of fiscal 2026 were as follows:
| ● |
Ground rent expense as a percentage of total segment operating revenues decreased from 19.5% in the first six months of fiscal 2025 to 16.9% in the first six months of fiscal 2026. The decrease is mainly due to ASC 842 lease accounting entries stemming from changes in our lease portfolio. |
| ● |
Commissions paid as a percentage of total segment operating revenues decreased from 6.5% in the first six months of fiscal 2025 to 6.1% in the first six months of fiscal 2026. |
| ● |
Employee costs as a percentage of total segment operating revenues remained flat at 19.6% in the first six months of fiscal 2025 and in the first six months of fiscal 2026. |
| ● |
General and administrative expenses decreased slightly as a percentage of total segment operating revenues from 9.2% in the first six months of fiscal 2025 to 9.1% in the first six months of fiscal 2026. |
| ● |
Depreciation and amortization expenses as a percentage of total segment operating revenues were 11.8% and 8.4% in the first six months of fiscal 2026 compared to 11.8% and 8.7% in the first six months of fiscal 2025, respectively. |
| ● |
Net interest expense was $676 in the first six months of fiscal 2026 compared to net interest expense of $753 in the first six months of fiscal 2025. The decrease is mainly driven by principal repayments on the revolving line of credit. |
Results of Broadband Operations
| For the Six Months Ended June 30, |
||||||||||||||||
| (unaudited) |
||||||||||||||||
| 2026 |
2025 |
|||||||||||||||
| As a % of |
As a % of |
|||||||||||||||
| Segment |
Segment |
|||||||||||||||
| Operating |
Operating |
|||||||||||||||
| Amount |
Revenues |
Amount |
Revenues |
|||||||||||||
| Operating Revenues |
||||||||||||||||
| Broadband revenues |
$ | 21,227 | 100.0% |
$ | 20,554 | 100.0% |
||||||||||
| Cost of Revenues |
||||||||||||||||
| Network operations and data costs |
3,081 | 14.5% |
2,591 | 12.6% |
||||||||||||
| Software costs |
477 | 2.2% |
342 | 1.7% |
||||||||||||
| Cell site rent and utilities |
671 | 3.2% |
708 | 3.4% |
||||||||||||
| Other costs of revenues |
1,000 | 4.7% |
1,048 | 5.1% |
||||||||||||
| Total cost of revenues |
5,229 | 24.6% |
4,689 | 22.8% |
||||||||||||
| Gross margin |
15,998 | 75.4% |
15,865 | 77.2% |
||||||||||||
| Other Operating Expenses |
||||||||||||||||
| Employee costs |
6,593 | 31.1% |
7,336 | 35.7% |
||||||||||||
| Professional fees |
259 | 1.2% |
278 | 1.4% |
||||||||||||
| Depreciation |
6,218 | 29.3% |
5,417 | 26.3% |
||||||||||||
| Amortization |
1,781 | 8.4% |
1,770 | 8.6% | ||||||||||||
| General and administrative |
3,518 | 16.5% |
3,322 | 16.2% |
||||||||||||
| Accretion |
7 | 0.0% |
7 | 0.0% |
||||||||||||
| Loss on disposition of assets |
57 | 0.3% |
66 | 0.3% |
||||||||||||
| Total expenses |
18,433 | 86.8% |
18,196 | 88.5% |
||||||||||||
| Segment Loss from Operations |
(2,435 | ) | (11.4%) |
(2,331 | ) | (11.3%) |
||||||||||
| Interest expense, net |
(415 | ) | (2.0%) |
(225 | ) | (1.1%) |
||||||||||
| Noncontrolling interest in subsidiary income |
(11 | ) | (0.1%) |
- | - | |||||||||||
| Net Loss from Continuing Operations Attributable to Common Stockholders |
$ | (2,861 | ) | (13.5%) |
$ | (2,556 | ) | (12.4%) |
||||||||
Comparison of the First Six Months of Fiscal 2026 to the First Six Months of Fiscal 2025. In the first six months of fiscal 2026, total operating revenues increased by 3.3% when compared to the first six months of fiscal 2025 mainly reflecting subscriber growth across a number of our markets. The key factors affecting our broadband operations results during the first six months of fiscal 2026 were as follows:
| ● |
Network operations and data costs as a percentage of total segment operating revenues increased from 12.6% in the first six months of fiscal 2025 to 14.5% in the first six months of fiscal 2026. The increase is mainly driven by increased cell site circuit costs related to new project developments. |
| ● |
Employee costs as a percentage of total segment operating revenues decreased from 35.7% in the first six months of fiscal 2025 to 31.1% in the first six months of fiscal 2026. The decrease is mainly driven by headcount reductions within our broadband businesses. |
| ● |
Depreciation expense increased by $801 from the first six months of fiscal 2025. The increase in depreciation expense is mainly driven by continued capital investments within our broadband businesses. |
| ● |
General and administrative expenses as a percentage of total segment operating revenues increased from 16.2% in the first six months of fiscal 2025 to 16.5% in the first six months of fiscal 2026. The increase is mainly driven by the use of contract labor within our broadband businesses. |
| ● |
Net interest expense was $415 in the first six months of fiscal 2026 compared to net interest expense of $225 in the first six months of fiscal 2025. The increase is mainly driven by the borrowings on the BOB credit facility. |
| ● |
Noncontrolling interest in subsidiary income of $11 in the first six months of fiscal 2026 is related to joint venture projects at FFH. |
Results of Asset Management Operations
| For the Six Months Ended June 30, |
||||||||||||||||
| (unaudited) |
||||||||||||||||
| 2026 |
2025 |
|||||||||||||||
| As a % of |
As a % of |
|||||||||||||||
| Segment |
Segment |
|||||||||||||||
| Operating |
Operating |
|||||||||||||||
| Amount |
Revenues |
Amount |
Revenues |
|||||||||||||
| Operating Revenues |
||||||||||||||||
| Investment and other income |
$ | 1 | n/a | $ | 17 | n/a | ||||||||||
| Cost of Revenues |
||||||||||||||||
| Total cost of revenues |
- | n/a | - | n/a | ||||||||||||
| Gross margin |
1 | n/a | 17 | n/a | ||||||||||||
| Other Operating Expenses |
||||||||||||||||
| Employee costs |
- | n/a | - | n/a | ||||||||||||
| Professional fees |
324 | n/a | 398 | n/a | ||||||||||||
| Depreciation |
- | n/a | - | n/a | ||||||||||||
| Amortization |
- | n/a | - | n/a | ||||||||||||
| General and administrative |
61 | n/a | 35 | n/a | ||||||||||||
| Total expenses |
385 | n/a | 433 | n/a | ||||||||||||
| Segment Loss from Operations |
(384 | ) | n/a | (416 | ) | n/a | ||||||||||
| Interest and dividend income |
10 | n/a | 16 | n/a | ||||||||||||
| Other investment loss |
(1,220 | ) | n/a | (4,660 | ) | n/a | ||||||||||
| Noncontrolling interest in subsidiary loss |
971 | n/a | 4,008 | n/a | ||||||||||||
| Net Loss from Continuing Operations Attributable to Common Stockholders |
$ | (623 | ) | n/a | $ | (1,052 | ) | n/a | ||||||||
Comparison of the First Six Months of Fiscal 2026 to the First Six Months of Fiscal 2025. In September 2017, we formed our asset management business. Throughout fiscal 2022 and fiscal 2023, we had been hiring within our asset management business to ensure adequate staffing for the anticipated 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. As previously mentioned, we are winding down BOAM's operations and have implemented significant cost-cutting measures, which occurred principally in the second half of fiscal 2024. Therefore, comparisons of our asset management results for the first six months of fiscal 2026 and the first six months of fiscal 2025 may not be meaningful. The key factors affecting our asset management operations results during the first six months of fiscal 2026 were as follows:
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Professional fees decreased by $74 in the first six months of fiscal 2026 when compared to the first six months of fiscal 2025. Professional fees are mainly related to accounting and audit fees at the fund level as well as the services agreement with Local Asset Management LLC to provide management services associated with the wind down of the 24th Street Funds and BFR Fund. The services agreement provides for consulting fees which reduce over time as assets managed within the funds are sold. |
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General and administrative expenses in the first six months of fiscal 2026 increased by $26 from the first six months of fiscal 2025. |
| ● |
Other investment loss of $1,220 in the first six months of fiscal 2026 primarily included the changes in the fair value of the 24th Street Funds and BFR Fund, mainly driven by a decline in value of the underlying real estate properties. |
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Noncontrolling interest in subsidiary loss of $971 in the first six months of fiscal 2026 primarily included the external limited partners' share of GAAP losses within the 24th Street Funds and BFR Fund, mainly driven by the change in fair value referenced above. |
Cash Flows
Cash Flows for the First Six Months of Fiscal 2026 compared to the First Six Months of Fiscal 2025
The table below summarizes our cash flows from continuing operations, in thousands, for the first six months of fiscal 2026 and the first six months of fiscal 2025:
| Six Months |
Six Months |
|||||||
| Ended |
Ended |
|||||||
| June 30, 2026 |
June 30, 2025 |
|||||||
| (unaudited) |
(unaudited) |
|||||||
| Net cash provided by operating activities |
$ | 10,130 | $ | 8,180 | ||||
| Net cash provided by (used in) investing activities |
4,328 | (10,618 | ) | |||||
| Net cash (used in) provided by financing activities |
(17,311 | ) | 5,054 | |||||
| Net (decrease) increase in cash, cash equivalents, and restricted cash |
$ | (2,853 | ) | $ | 2,616 | |||
Net Cash Provided by Operating Activities. Net cash provided by operating activities was $10,130 for the first six months of fiscal 2026 compared to $8,180 for the first six months of fiscal 2025. The increase in net cash provided by operating activities was mainly driven by improved cash flow generation within our billboard and broadband businesses.
Net Cash Provided by (Used in) Investing Activities. Net cash provided by investing activities was $4,328 for the first six months of fiscal 2026 as compared with net cash used in investing activities of $10,618 for the first six months of fiscal 2025. During the first six months of fiscal 2026, net cash provided by investing activities is primarily attributable to $15,573 in net cash proceeds mainly from the sale of U.S. Treasury securities and other investments, which were partially offset by $11,779 in capital expenditures mainly within our broadband businesses.
Net Cash (Used in) Provided by Financing Activities. Net cash used in financing activities was $17,311 during the first six months of fiscal 2026 as compared to net cash provided by financing activities of $5,054 during the first six months of fiscal 2025. During the first six months of fiscal 2026, net cash used in financing activities mainly consisted of $10,574 in stock repurchases, $5,587 in distributions to noncontrolling interests from the 24th Street and BFR Funds, and $1,190 in principal repayments on long-term debt.
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 2020, 2022 and 2023, an asset management business, minority investments in commercial real estate management and brokerage services, a bank focused on servicing the automotive loan market, and a developer of private aviation infrastructure focused on building, leasing, and managing business aviation hangars. At June 30, 2026, we had approximately $15.1 million in unrestricted cash and approximately $16.4 million in short-term U.S. Treasury securities. Our strategy is to continue to expand certain parts of our existing businesses 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. We reserve the right to dispose of a business or subset of a business unit if, based upon management’s periodic review of our portfolio, our Board of Directors determines that such action would be in our best interest.
On November 14, 2025, the Board approved and authorized the 2025 Share Repurchase Program, pursuant to which we announced our intention to repurchase up to $30 million of our Class A common stock, from time to time, in the open market, privately negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934. The Board also authorized the Company, in its discretion, to establish “Rule 10b5-1 trading plans” for these share repurchases. The 2025 Share Repurchase Program went into effect on or about November 18, 2025 and will terminate on December 31, 2026, unless earlier terminated in the discretion of the Board. The actual timing, number, and value of shares repurchased under the 2025 Share Repurchase Program will depend on a number of factors, including constraints specified in applicable SEC regulations, price, general business and market conditions, and alternative investment opportunities. Pursuant to the 2025 Share Repurchase Program, the Company is not obligated to repurchase any specific number of shares of its Class A common stock and shall not repurchase more than 25% of the average daily volume of its stock over the previous 20 trading days. From November 2025 through the first six months of fiscal 2026, we repurchased 1,271,320 shares of our Class A common stock for a total cost of approximately $16.3 million.
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 and available cash and slow our anticipated growth. If we elect to sell all or a portion of a business unit, the sale of the disposed unit may disrupt operations, cause key talent loss, or create difficulties in separating shared services, impacting the remaining business's financial performance. If we elect to sell all or a portion of a business unit, we may fail to secure a buyer, fail to consummate the transaction, or face prolonged closing timelines due to delays in obtaining any required approvals by government agencies or our lenders. Divestitures can also result in reduced cash flow, unexpected tax consequences, or the need to write down goodwill associated with the disposed business unit. Although we have entered into, and expect to continue to enter into, non-binding letters of intent to acquire businesses on a regular basis, we do not currently have any agreements, commitments or understandings for any specific material acquisitions that are probable of being 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 financings through our Link and BOB subsidiaries, proceeds from the sale of publicly traded and private company securities held by us, cash flow from operations, and, prior to 2019, through private placements of our common stock.
2022 Shelf Registration Statement
In April 2022, we filed the 2022 Shelf Registration Statement on Form S-3 (File No. 333-264470) that was declared effective on May 11, 2022, relating to the registration 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 registered for resale up to 8,297,039 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 shareholders are 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. In May 2022, we also registered 1,018,660 shares of Class A common stock held by Magnolia and Boulderado and their affiliates. All of the shares held by Boulderado were repurchased by the Company in May 2024 and, as a result, the remaining 522,231 shares of our Class A common stock not repurchased are available for resale under that registration statement. As of June 30, 2026, based upon filings by these shareholders with the SEC, and as it relates to shares held by Mr. Peterson, certain of our stockholders still hold 7,713,933 registered shares of our Class A common stock. This assumes that MIT continues to own all shares reflected in its Schedule 13G/A filing with the SEC on January 20, 2026. The 2022 Shelf Registration Statement expired in May 2025.
Although we have no current plans to do so, we may in the future file a new shelf registration statement which would allow us, from time to time, in one or more offerings, to 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 the 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 may 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.
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 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, which modified the Credit Agreement by increasing the borrowing limit to $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.
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. The Term Loan has a fixed interest rate of 4.00% per annum.
On May 30, 2024, Link entered into a Ninth Amendment to Credit Agreement, which modified the Credit Agreement by increasing the maximum availability under the revolving line of credit from $10 million to $15 million. 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.
On October 20, 2025, Link entered into a Tenth Amendment to Credit Agreement, which modified the Credit Agreement by extending the revolving line of credit maturity date and updating the definition of the consolidated fixed charge coverage ratio. The revolving line of credit is now due and payable on August 12, 2029.
Long-term debt included within our Condensed Consolidated Balance Sheets as of June 30, 2026 consists of Link’s Term Loan borrowings of approximately $25.2 million, of which approximately $0.9 million is classified as current, and $9.1 million related to the revolving line of credit.
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 June 30, 2024 of not greater than 3.50 to 1.00, (b) beginning with the fiscal quarter ending December 31, 2026 of not greater than 3.25 to 1.00 and (c) beginning with the fiscal quarter ending December 31, 2027 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. Link was in compliance with these covenants as of June 30, 2026.
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, 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, a Sixth Amendment to Credit Agreement with the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on April 11, 2023, a Seventh Amendment to Credit Agreement with the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on September 26, 2023, an Eighth Amendment to Credit Agreement with the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on February 16, 2024, a Ninth Amendment to Credit Agreement with the Lender as filed as Exhibit 10.1 on Form 8-K as filed with the SEC on June 5, 2024, and a Tenth Amendment to Credit Agreement with the Lender as filed as Exhibit 10.20 on Form 10-K as filed with the SEC on March 30, 2026.
Boston Omaha Broadband Credit Agreement
On September 17, 2024, three operating subsidiaries of BOB entered into a Credit Agreement (the “BOB Credit Agreement”) with First National Bank of Omaha (the “Lender”) under which certain subsidiaries of BOB can borrow up to $20 million in the aggregate in term loans (the “BOB Credit Facility”). The BOB Credit Agreement was subsequently split into separate credit agreements with each of the Borrowers in order to allow certain borrowers to apply for federal loan funding, hereinafter referred to as the "BOB Credit Agreements." All material terms of the original BOB Credit Agreement remain unchanged in the Amended and Restated Credit Agreement for FIF AireBeam, LLC and FIF St George, LLC and the Credit Agreement for FIF Utah, LLC. The three operating subsidiaries which are the borrowers under the BOB Credit Agreements are FIF AireBeam, LLC, FIF St George, LLC, and FIF Utah, LLC (collectively, the “Borrowers”). The loans are guaranteed by BOB but are not guaranteed by BOC or any other businesses owned by BOC and its other subsidiaries. The loans under the BOB Credit Facility are secured by all assets of each of the Borrowers. Funds available under the BOB Credit Facility are to be used for capital expenditures associated with capital acquisition and leasing of capital equipment for expansion of the Borrowers’ businesses.
On October 29, 2025, BOB entered into a First Amendment to BOB Credit Agreements, which modified the BOB Credit Agreements by extending the term loan draw expiration date to December 31, 2025.
The BOB Credit Agreements provided for incremental drawdowns of the term loan in minimum increments of $1 million. Each term loan is due five years following the borrowing date of such term loan. As of June 30, 2026, the outstanding term loan end dates range from October 1, 2029 to November 18, 2030. Principal under each term loan is amortized in equal monthly payments over a 10-year period from the date of each term loan. Interest under each term loan accrues at the “Applicable Margin,” which is set at (a) 2.75% per annum with respect to any SOFR Loan, and (b) 1.75% per annum with respect to any Base Rate Loan. There was a fee during the first year of the BOB Credit Facility equal to 0.25% of any unused portion of the $20 million loan commitment.
Pursuant to the BOB Credit Agreements, BOB 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 BOB of not greater than 3.50 to 1.00, a minimum consolidated fixed charge coverage ratio of not less than 1.15 to 1.00 measured quarterly, based on rolling four quarters, and maximum capital expenditures not exceeding Consolidated Adjusted EBITDA less dividends and distributions paid to BOB, the cash portion of taxes, unfinanced maintenance capital expenditures, principal amortization payments or redemptions on indebtedness to be paid in cash, cash payments made with respect to capital lease obligations during the period, and cash interest expense for the period. BOB was in compliance with these covenants as of June 30, 2026.
The BOB Credit Agreements include 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. All assets of the Borrowers, their Subsidiaries and BOB are secured by the grant of a security interest in substantially all of their assets to the Lender. The foregoing summaries of the BOB Credit Agreements and the transactions contemplated thereby do not purport to be a complete description and are qualified in their entirety by reference to the terms and conditions of each of the BOB Credit Agreements, copies of which are included as Exhibits 10.22 and 10.28 on Form 10-K as filed with the SEC on March 30, 2026.
Long-term debt included within our Condensed Consolidated Balance Sheets as of June 30, 2026 consists of approximately $13.2 million under the BOB Credit Agreements, of which approximately $1.5 million is classified as current.
FIF Utah ReConnect Loan and Grant Agreement
As previously announced on a Form 8-K filed by the Company with the SEC on June 15, 2026, on June 9, 2026, FIF Utah, a wholly owned subsidiary of BOB, received final funding approval from the United States Department of Agriculture of a grant and loan award under the Rural Utilities Service ReConnect Program (the "ReConnect Program"). The loan and grant are each for approximately $11.5 million. Award funds may be used to pay for the following costs: (i) to fund the construction or improvement of facilities required to provide fixed terrestrial broadband service; (ii) to fund reasonable pre-application expenses; and (iii) to fund the acquisition and improvement of an existing system that is currently providing insufficient broadband service.
Under the terms of the Loan and Grant Agreement, the loan (the "ReConnect Loan") will be in the form of long-term debt available as requested by BOB in multiple drawdowns over a period not to exceed five years from the date of the award, with plans to use such funds to deploy fiber to approximately 3,000 locations within FIF Utah's surrounding qualifying markets. The loan portion is a 22-year term loan (the "Promissory Note") secured by certain collateral of FIF Utah with interest at the applicable U.S. Treasury rate then in effect at the time of drawdown and subject to customary events of default and remedies. Interest and principal payments are deferred for a period of three years from the specific drawdown with accrued interest amortized over the remaining terms of the loan. The Company, as the ultimate parent of FIF Utah, has unconditionally guaranteed any sums due under the ReConnect Loan and the ReConnect Program (the "ReConnect Guarantee"). Each of the Loan and Grant Agreement and the ReConnect Guarantee contain customary representations and warranties, reporting covenants, affirmative covenants, negative covenants, financial covenants and events of default customary for financings under the ReConnect Program. Upon the occurrence of an event of default, the lender may accelerate all sums due under the ReConnect Loan. Upon the occurrence of certain insolvency and bankruptcy events of default, the ReConnect Loan will automatically accelerate. The foregoing summary of each of the Loan and Grant Agreement, the ReConnect Promissory Note and the Guarantee 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 as set forth in the Loan and Grant Agreement attached as Exhibit 10.1 to this Form 10-Q, the Promissory Note attached hereto as Exhibit 10.2 to this Form 10-Q, and the Guarantee Agreement attached as Exhibit 10.3 to this Form 10-Q. As of June 30, 2026, FIF Utah had not borrowed any sums due under the ReConnect Loan.
Investments in Yellowstone Acquisition Company and Sky Harbour
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 7,719,779 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 Series B Preferred Units in Sky Harbour LLC for a purchase price of $55 million, which Series B Preferred Units converted to 5,500,000 shares of 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.
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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. |
| ● |
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, 2027. 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, the Sky Harbour warrants, and the shares underlying the warrants were subject to a lockup which expired on January 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 June 30, 2026, we held 11,339,994 shares of Sky Harbour Class A common stock and 7,719,779 Sky Harbour warrants. |
| ● |
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 the large number of Sky Harbour shares and warrants we hold relative to the average trading volume of these securities. As part of a recent primary offering by Sky Harbour, we, along with Sky Harbour's officers, directors, and other principal shareholders, agreed to a lockup on future sales for a period ending on November 10, 2026. |
Future Working Capital Requirements
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 funds that we may receive from cash flows from operations, and any funds that we may receive through the sale of the remaining real estate assets in the 24th Street and BFR Funds will be sufficient to meet working capital requirements and anticipated capital expenditures for the next 12 months. At June 30, 2026, we had approximately $15.1 million in unrestricted cash and approximately $16.4 million in short-term U.S. Treasury securities. This excludes any additional funds we will receive if the agreement with CopperPoint to acquire our GIG subsidiary is successfully consummated, any future sales of public and private securities held by us, as well as loans and grants under the ReConnect Program.
If future additional significant acquisition opportunities and expansion opportunities within our billboard and broadband services businesses become available in excess of our currently available cash, 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 current credit facilities at Link and Boston Omaha Broadband, any future debt that we incur may be recourse or non-recourse and may be secured or unsecured. Existing credit facilities at Link and Boston Omaha Broadband impose restrictions 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, broadband, and asset management businesses. Specifically, these restrictions place limits on Link, Boston Omaha Broadband, and their 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, consolidate, transfer or sell assets. Both credit facilities require Link and Boston Omaha Broadband to meet a fixed charge coverage ratio and other financial covenants. Link’s ability as well as Boston Omaha Broadband's ability to comply with these loan covenants may be affected by factors beyond their control and a breach of any loan covenants would likely result in an event of default under either Credit Agreement, which would permit the Lender to declare all amounts incurred thereunder to be immediately due and payable and to terminate its 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. Under the ReConnect Program, we have provided the ReConnect Guarantee, by which we have unconditionally guaranteed any sums due under the ReConnect Loan and Grant Agreement. Each of the Loan and Grant Agreement and the ReConnect Guarantee contain customary representations and warranties, reporting covenants, affirmative covenants, negative covenants, financial covenants and events of default customary for financings under the ReConnect Program. Upon the occurrence of an event of default, the lender may accelerate all sums due under the ReConnect Loan. Upon the occurrence of certain insolvency and bankruptcy events of default, the ReConnect Loan will automatically accelerate. 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 and subscriber 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 of 1940 (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. Although we do not currently hold investments in an amount which would cause us to register under the Investment Company Act, we run the risk of inadvertently being deemed to be an investment company that is required to register under 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 investment 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.
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.
Critical Accounting Estimates
The preparation of the condensed consolidated financial statements and related notes to the condensed 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 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 30, 2026. There have been no material changes to the critical accounting policies and estimates as previously disclosed in Item 7 of our 2025 Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As of June 30, 2026, 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. Because our operations are currently conducted entirely within the U.S., we had no significant exposure to foreign currency exchange rate risk.
As of June 30, 2026, we had cash and cash equivalents, U.S. Treasury securities that are bought and held principally for the purpose of selling them in the near-term and short-term U.S. Treasury securities which we intend to hold to maturity. Interest-earning instruments carry a degree of interest rate risk, and the values for these instruments can fluctuate.
As of June 30, 2026, all of Link's $25.2 million in long-term debt is at a fixed interest rate. Link also had $9.1 million in borrowings under its revolving line of credit, which is subject to interest rate risk. BOB's long-term debt of $13.2 million is subject to interest rate risk. A hypothetical 100 basis point change in variable interest rates would impact our interest expense for both Link's revolving line of credit and BOB's long-term debt by approximately $220 thousand over the next twelve months. Additional information regarding our outstanding debt can be found in Note 11 - Long-Term Debt included in the Notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report. Any long-term debt under the ReConnect Program will be set at the Treasury Rate then in effect at the time of any drawdown under the Loan and Grant Agreement.
As of June 30, 2026, our investment in the 11,339,994 shares of Sky Harbour Class A common stock is recorded under the equity method of accounting. We also hold warrants to purchase up to 7,719,779 shares of Sky Harbour Class A common stock, which are measured at fair value using observable inputs for similar assets in an active market. We also occasionally hold relatively small amounts in other publicly traded securities. We hold interests in several private companies including our investments in CB&T and Logic. Our investments in privately held securities may be difficult to value given the lack of publicly available information about the issuers of these securities. These investments may increase the volatility in our net income (loss) in future periods due to changes in the fair value of these instruments. In certain cases, our ability to sell these investments may be impacted by certain contractual obligations or otherwise.
As a result of inflationary pressures, there have been and may continue to be additional pressures on the ongoing increases in supply chain and logistics costs, material costs and labor costs. The effect of U.S. and global tariffs may spur inflationary conditions and create further pressure on costs. Additionally, ongoing and future global conflicts may further drive inflationary pressures throughout the global economy and lead to potential market disruptions. We have been and may continue to be impacted by inflation in the future which could have an adverse effect on our business.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer 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 officer and principal financial and accounting officer each concluded that, as of June 30, 2026, our disclosure controls and procedures are effective and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the requisite time periods.
Changes in Internal Control over Financial Reporting
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, 2026 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 officer 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.
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.
For a list of risk factors, please refer to our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 30, 2026. Other than the risk factors set forth below, there have been no material changes to the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2025.
The receipt of grants and loans by FIF Utah under the ReConnect Program carries significant regulatory, compliance, and financial risks.
Our subsidiary FIF Utah has been awarded grants of up to $11,484,076 and the right to borrow up to an additional $11,484,076 under the Rural Utilities Service ReConnect Program. Compliance with the terms and conditions of the ReConnect Program requires that we meet milestone reporting and construction completion windows within a five-year mandated timeframe, maintain eligibility under the ReConnect Program and meet specific financial and performance covenants. Obligations of FIF Utah are secured by the grant of a security interest in the assets funded under the ReConnect Program. Any failure to meet these requirements, including failure to complete construction due to delays not within FIF Utah’s control, such as supply chain delays in completing construction, could result in FIF Utah having to repay any loans and return grant money. Boston Omaha is a guarantor of FIF Utah’s obligations.
Failure to complete the sale of General Indemnity Group to CopperPoint Insurance Company could negatively impact the Company.
If the proposed sale of General Indemnity Group to CopperPoint Insurance Company is not completed for any reason, there may be various adverse consequences, and the Company may experience negative reactions from the financial markets, as well as from GIG’s customers and employees. For example, the market price of the Company's Class A common stock could decline to the extent that current market prices reflect a market assumption that the proposed sale will be completed. Additionally, the Company has incurred substantial expenses in connection with the negotiation and completion of the transactions contemplated by the proposed sale. If the sale is not consummated, the Company would have paid these expenses without realizing the expected benefits of the sale. The closing of the transaction is also contingent upon approval of the acquisition by the Nebraska Department of Insurance and other conditions to closing. There is no assurance that all conditions to closing will be met. If the Company fails to satisfy the requirements for closing, then the acquisition agreement may be terminated.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On November 14, 2025, the Board approved and authorized the 2025 Share Repurchase Program, pursuant to which we announced our intention to repurchase up to $30 million of our Class A common stock, from time to time, in the open market, privately negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934. The Board also authorized the Company, in its discretion, to establish “Rule 10b5-1 trading plans” for these share repurchases. The 2025 Share Repurchase Program went into effect on or about November 18, 2025 and will terminate on December 31, 2026, unless earlier terminated in the discretion of the Board. The actual timing, number, and value of shares repurchased under the 2025 Share Repurchase Program will depend on a number of factors, including constraints specified in applicable SEC regulations, price, general business and market conditions, and alternative investment opportunities. Pursuant to the 2025 Share Repurchase Program, the Company is not obligated to repurchase any specific number of shares of its Class A common stock and shall not repurchase more than 25% of the average daily volume of its stock over the previous 20 trading days.
All shares purchased as part of our publicly announced programs for the time periods set forth below were purchased under our Rule 10b5-1 trading plan. The table below summarizes our stock repurchase activity for the three months ended June 30, 2026:
| Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs (in thousands) | |
| April 1 - April 30, 2026 | 128,869 | $12.42 | 128,869 | $17,856 |
| May 1 - May 31, 2026 | 139,428 | $12.05 | 139,428 | $16,176 |
| June 1 - June 30, 2026 | 182,984 | $13.49 | 182,984 | $13,708 |
| Total | 451,281 | $12.74 | 451,281 |
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the fiscal quarter ended June 30, 2026, none of the Company’s officers or directors adopted or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as those terms are defined in Regulation S-K, Item 408).
Item 6. Exhibits.
The exhibits listed in the following Exhibit Index are incorporated herein by reference.
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 (*) | 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 September 23, 2024. |
| 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 (#) | FIF Utah LLC Loan and Grant Agreement with U.S. Rural Utilities Service. |
| 10.2 (#) | FIF Utah LLC Loan and Grant Agreement Promissory Note. |
| 10.3 (#) | Boston Omaha Corporation Guarantee to U.S. Rural Utilities Service. |
| 31.1 (#) |
Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
| 31.2 (#) |
Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
| 32.1 (#)(##) |
Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. |
| 32.2 (#)(##) |
Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. |
| 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 and 32.2 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. |
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/ Adam K. Peterson
Adam K. Peterson
President and Chief Executive Officer (Principal Executive Officer)
August 13, 2026
By: /s/ Joshua P. Weisenburger
Joshua P. Weisenburger
Chief Financial Officer (Principal Financial and Accounting Officer)
August 13, 2026