Form 8-K/A to include pro forma financials
true
0001494582
0001494582
2026-10-23
2026-10-23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2026
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BOSTON OMAHA CORPORATION
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(Exact name of registrant as specified in its Charter)
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Delaware
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001-38113
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27-0788438
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(State or other jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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1601 Dodge Street, Suite 3300
Omaha, Nebraska 68102
(Address and telephone number of principal executive offices, including zip code)
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(857) 256-0079
(Registrant's telephone number, including area code)
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Not Applicable
(Former name or address, if changed since last report)
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Securities registered under Section 12(b) of the Exchange Act:
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Title of Class
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Trading Symbol
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Name of Exchange on Which Registered
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Class A common stock,
$0.001 par value per share
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BOC
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The New York Stock Exchange
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
On October 26, 2026, Boston Omaha Corporation ("Boston Omaha" or the "Company") filed a Form 8-K (the "Initial Form 8-K") with the Securities and Exchange Commission ( the "SEC") to report, among other things, that Boston Omaha had completed the sale of its General Indemnity Group, LLC ("GIG") business unit, consisting of GIG, BOSS Bonds Insurance Agency, LLC and United Casualty and Surety Insurance Company (the "Sale Transaction") to CopperPoint Insurance Company ("CopperPoint") pursuant to the terms of a Securities Purchase Agreement dated May 18, 2026 (the "SPA").
This Amendment No. 1 ("Amendment No. 1") to the Initial Form 8-K amends and supplements the Initial Form 8-K filed by the Company, and is being filed to provide the unaudited pro forma financial information required pursuuant to Item 9.01 (b) of Form 8-K. In accordance with the requirements of Item 9.01 (b)(1) of Form 8-K, this Amendment No. 1 is being filed within four business days following the date that the Sale Transaction was consummated.
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ITEM 9.01
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FINANCIAL STATEMENT AND EXHIBITS
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b. Unaudited pro formal financial information.
The unaudited pro forma financial information with respect to the Company's divestiture of GIG through the Sale Transaction as of and for the years ended December 31, 2025 and December 31, 2024 is attached hereto as Exhibit 99.1. The Company previously reported the entry into the SPA agreement to sell GIG on a Form 8-K filed with the SEC on May 18, 2026 and the consummation of the Sale Transaction on the Initial Form 8-K filed with the SEC on October 26, 2026. In addition, the Company's quarterly report on Form 10-Q for the three and six month periods ended June 30, 2026 and June 30, 2025 reflected the financial results of GIG for the three and six-months ended June 30,2026 as discontinued operations.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(d)
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Exhibits. The Exhibit Index set forth below is incorporated herein by reference.
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EXHIBIT INDEX
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Exhibit
Number
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Exhibit Title |
| 99.1 |
Unaudited pro forma financial information with respect to the Company's sale of GIG filed as Exhibit 99.1 to this Amendment No. 1. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BOSTON OMAHA CORPORATION
(Registrant)
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By:
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/s/ Joshua P. Weisenburger
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Joshua P. Weisenburger, Chief Financial Officer
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Date: October 29, 2026
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On October 23, 2026, Boston Omaha Corporation ("Boston Omaha" or the "Company"), completed the sale of its General Indemnity Group, LLC ("GIG") business unit, consisting of GIG, BOSS Bonds Insurance Agency, LLC ("BBIA") and United Casualty and Surety Insurance Company ("UCS"), to CopperPoint Insurance Company ("CopperPoint") pursuant to the terms of the Securities Purchase Agreement dated May 18, 2026 (the "SPA"), as previously disclosed on the Company's Form 8-K as filed with the Securities and Exchange Commission (the "SEC") on May 18, 2026.
The transaction was structured as an all-cash transaction with a gross purchase price of $84,308,757.68, in exchange for which CopperPoint acquired 100% of the equity interests of GIG from Boston Omaha and two GIG managers (collectively, the "Sellers"). The consideration paid or payable consists of the following:
| |
●
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Boston Omaha received net proceeds at the closing of $75,341,353.19, reflecting the gross sales price less transaction expenses, the $5,250,000 escrow fund, and certain sale bonuses and equity interests held by GIG management;
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| |
●
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Boston Omaha will also receive up to approximately 93% of the $5,250,000 placed in escrow per the terms of the Escrow Agreement (the "Escrow Agreement") and payable to the Sellers at the end of the two-year anniversary of the closing of the transaction. These funds will secure the Sellers' representations and warranties, subject to the release terms outlined in the SPA. CopperPoint's recourse against the Sellers for post-closing indemnification claims is capped under the SPA at $5,250,000, subject to customary exceptions;
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| |
●
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Immediately prior to the closing, and in addition to the cash payment at closing, GIG returned to Boston Omaha the 2,673,831 shares of Sky Harbour Class A common stock (NYSE:SKYH) held by UCS; and
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●
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Prior to the closing, GIG distributed to Boston Omaha as a dividend the remaining $326,371 in cash received by GIG from the sale of its preferred stock position in Breezeway Homes, Inc. in January 2026.
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The following unaudited pro forma condensed consolidated financial information is intended to illustrate how the above transactions would affect the historical financial statements of Boston Omaha if the sale had been consummated at an earlier time as indicated herein.
The unaudited pro forma condensed consolidated financial information is derived in part from, and should be read in conjunction with, Boston Omaha’s historical consolidated financial statements and footnotes thereto, as presented in its Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
GIG has been reflected as discontinued operations in Boston Omaha's condensed consolidated statements of operations and reflected as assets and liabilities held for sale in Boston Omaha's condensed consolidated balance sheets in its Form 10-Q for the quarter ended June 30, 2026 and the year ended December 31, 2025 filed with the Securities and Exchange Commission on August 13, 2026. Because the condensed consolidated statements of operations included in Boston Omaha’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 already present GIG as a discontinued operation for the three and six months ended June 30, 2026 and 2025, no pro forma adjustments to continuing operations are required for those periods. Accordingly, the Company has not presented separate pro forma statements of operations for those interim periods. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2025 and December 31, 2024 giving effect to the sale of GIG are included herein. The unaudited pro forma condensed consolidated statements of operations assume the sale occurred on January 1, 2024. To fully reflect the completed disposition of GIG, the following pro forma adjustments would be made to its historical balance sheet as of June 30, 2026: (1) an increase in cash and cash equivalents of approximately $75.3 million; (2) a decrease in assets held for sale of approximately $79.9 million; (3) an increase in other assets of approximately $4.9 million; (4) a decrease in liabilities held for sale of $41.1 million; and (5) an increase in retained earnings of approximately $41.4 million. Based on the 2026 federal taxable income estimated as part of the Company's June 30, 2026 income tax provision, the Company expects the taxable gain on the sale to be offset by net operating loss carryforwards.
Boston Omaha’s accounting and financial reporting in this unaudited pro forma condensed consolidated financial information is based on available information using certain assumptions that the Company believes are reasonable. As a result, the actual results reported by the Company in periods following the sale may differ materially from this unaudited pro forma condensed consolidated financial information.
The transaction accounting adjustments to reflect the sale of GIG in the unaudited pro forma condensed consolidated financial statements include:
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•
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The separation and transfer of the operations, assets, and liabilities of GIG included in the Company’s historical financial results to CopperPoint; and
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•
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Adjustments to reflect the receipt of consideration for the sale.
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The unaudited pro forma condensed consolidated financial information does not purport to be indicative of the results of operations, the financial position or the gain on the sale which would have actually resulted if the above transactions contemplated had been consummated on the dates indicated, or which may result in the future.
The Company prepared the unaudited pro forma condensed consolidated financial information based upon assumptions deemed appropriate by management. An explanation of certain assumptions is set forth under the notes to the unaudited pro forma condensed consolidated financial information. The pro forma adjustments may differ from those that have been or will be calculated to report the sale as a discontinued operation in our historical and future filings, and reflect neither events as of the Closing Date nor future events that may occur after the Closing Date.
The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the notes thereto.
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Pro Forma Condensed Consolidated Statements of Operations
(in thousands except share data)
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(a)
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(b)
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As Reported
For the Year Ended
December 31, 2025
|
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Transaction
Accounting
Adjustments
|
|
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Pro Forma
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
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Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
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Billboard rentals, net
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|
$ |
45,851 |
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|
$ |
- |
|
|
$ |
45,851 |
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Broadband services
|
|
|
41,195 |
|
|
|
- |
|
|
|
41,195 |
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Premiums earned
|
|
|
23,182 |
|
|
|
(23,182 |
) |
|
|
- |
|
|
Insurance commissions
|
|
|
2,057 |
|
|
|
(2,057 |
) |
|
|
- |
|
|
Investment and other income
|
|
|
2,091 |
|
|
|
(1,997 |
) |
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|
94 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
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Total Revenues
|
|
|
114,376 |
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(27,236 |
) |
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|
87,140 |
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| |
|
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|
|
|
|
|
|
|
|
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Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
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|
Cost of billboard revenues (exclusive of depreciation and amortization)
|
|
|
14,931 |
|
|
|
- |
|
|
|
14,931 |
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|
Cost of broadband revenues (exclusive of depreciation and amortization)
|
|
|
9,702 |
|
|
|
- |
|
|
|
9,702 |
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|
Cost of insurance revenues (exclusive of depreciation and amortization)
|
|
|
14,433 |
|
|
|
(14,433 |
) |
|
|
- |
|
|
Employee costs
|
|
|
34,285 |
|
|
|
(9,265 |
) |
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|
25,020 |
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|
Professional fees
|
|
|
4,118 |
|
|
|
(1,117 |
) |
|
|
3,001 |
|
|
General and administrative
|
|
|
15,883 |
|
|
|
(3,099 |
) |
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|
12,784 |
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Amortization
|
|
|
7,751 |
|
|
|
(160 |
) |
|
|
7,591 |
|
|
Depreciation
|
|
|
17,020 |
|
|
|
(180 |
) |
|
|
16,840 |
|
|
(Gain) loss on disposition of assets
|
|
|
(36 |
) |
|
|
- |
|
|
|
(36 |
) |
|
Accretion
|
|
|
218 |
|
|
|
- |
|
|
|
218 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Costs and Expenses
|
|
|
118,305 |
|
|
|
(28,254 |
) |
|
|
90,051 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss from Operations
|
|
|
(3,929 |
) |
|
|
1,018 |
|
|
|
(2,911 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend income
|
|
|
1,203 |
|
|
|
- |
|
|
|
1,203 |
|
|
Equity in income of unconsolidated affiliates
|
|
|
6,545 |
|
|
|
- |
|
|
|
6,545 |
|
|
Other investment loss
|
|
|
(19,874 |
) |
|
|
(302 |
) |
|
|
(20,176 |
) |
|
Interest expense
|
|
|
(2,330 |
) |
|
|
- |
|
|
|
(2,330 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Before Income Taxes
|
|
|
(18,385 |
) |
|
|
716 |
|
|
|
(17,669 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit
|
|
|
79 |
|
|
|
490 |
|
|
|
569 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss from Continuing Operations
|
|
|
(18,306 |
) |
|
|
1,206 |
|
|
|
(17,100 |
) |
|
Noncontrolling interest in subsidiary loss
|
|
|
5,878 |
|
|
|
- |
|
|
|
5,878 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss from Continuing Operations Attributable to Common Stockholders
|
|
$ |
(12,428 |
) |
|
$ |
1,206 |
|
|
$ |
(11,222 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Net Loss per Share from Continuing Operations
|
|
$ |
(0.40 |
) |
|
$ |
0.04 |
|
|
$ |
(0.36 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Net Loss per Share from Continuing Operations
|
|
$ |
(0.40 |
) |
|
$ |
0.04 |
|
|
$ |
(0.36 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Weighted Average Class A and Class B Common Shares Outstanding
|
|
|
31,413,667 |
|
|
|
|
|
|
|
31,413,667 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Weighted Average Class A and Class B Common Shares Outstanding
|
|
|
31,413,667 |
|
|
|
|
|
|
|
31,413,667 |
|
The following is a description of the Transaction Accounting Adjustments reflected in the unaudited pro forma consolidated financial statements based on preliminary estimates, which may change as additional information is obtained.
(a) Represents the Company’s Consolidated Statements of Operations for the year ended December 31, 2025.
(b) Represents adjustments for the deconsolidation of GIG's revenues and expenses to reflect the sale. The income tax effect of the pro forma adjustments reflects the elimination of income tax expense recorded by GIG in the historical financial statements.
BOSTON OMAHA CORPORATION
and SUBSIDIARIES
Pro Forma Condensed Consolidated Statements of Operations
(in thousands except share data)
| |
|
(a)
|
|
|
(b)
|
|
|
|
|
|
| |
|
As Reported
For the Year Ended
December 31, 2024
|
|
|
Transaction
Accounting
Adjustments
|
|
|
Pro Forma
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Billboard rentals, net
|
|
$ |
45,153 |
|
|
$ |
- |
|
|
$ |
45,153 |
|
|
Broadband services
|
|
|
39,098 |
|
|
|
- |
|
|
|
39,098 |
|
|
Premiums earned
|
|
|
19,760 |
|
|
|
(19,760 |
) |
|
|
- |
|
|
Insurance commissions
|
|
|
1,963 |
|
|
|
(1,963 |
) |
|
|
- |
|
|
Investment and other income
|
|
|
2,301 |
|
|
|
(2,129 |
) |
|
|
172 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues
|
|
|
108,275 |
|
|
|
(23,852 |
) |
|
|
84,423 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of billboard revenues (exclusive of depreciation and amortization)
|
|
|
15,497 |
|
|
|
- |
|
|
|
15,497 |
|
|
Cost of broadband revenues (exclusive of depreciation and amortization)
|
|
|
9,444 |
|
|
|
- |
|
|
|
9,444 |
|
|
Cost of insurance revenues (exclusive of depreciation and amortization)
|
|
|
9,401 |
|
|
|
(9,401 |
) |
|
|
- |
|
|
Employee costs
|
|
|
38,146 |
|
|
|
(8,500 |
) |
|
|
29,646 |
|
|
Professional fees
|
|
|
4,898 |
|
|
|
(487 |
) |
|
|
4,411 |
|
|
General and administrative
|
|
|
16,238 |
|
|
|
(2,647 |
) |
|
|
13,591 |
|
|
Amortization
|
|
|
7,684 |
|
|
|
(160 |
) |
|
|
7,524 |
|
|
Depreciation
|
|
|
14,496 |
|
|
|
(155 |
) |
|
|
14,341 |
|
|
Loss on disposition of assets
|
|
|
721 |
|
|
|
- |
|
|
|
721 |
|
|
Accretion
|
|
|
218 |
|
|
|
- |
|
|
|
218 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Costs and Expenses
|
|
|
116,743 |
|
|
|
(21,350 |
) |
|
|
95,393 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss from Operations
|
|
|
(8,468 |
) |
|
|
(2,502 |
) |
|
|
(10,970 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend income
|
|
|
1,386 |
|
|
|
- |
|
|
|
1,386 |
|
|
Equity in loss of unconsolidated affiliates
|
|
|
(17,283 |
) |
|
|
- |
|
|
|
(17,283 |
) |
|
Other investment income
|
|
|
29,060 |
|
|
|
(218 |
) |
|
|
28,842 |
|
|
Interest expense
|
|
|
(1,598 |
) |
|
|
- |
|
|
|
(1,598 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income Before Income Taxes
|
|
|
3,097 |
|
|
|
(2,720 |
) |
|
|
377 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit
|
|
|
275 |
|
|
|
1,534 |
|
|
|
1,809 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income from Continuing Operations
|
|
|
3,372 |
|
|
|
(1,186 |
) |
|
|
2,186 |
|
|
Noncontrolling interest in subsidiary income
|
|
|
(4,664 |
) |
|
|
- |
|
|
|
(4,664 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss from Continuing Operations Attributable to Common Stockholders
|
|
$ |
(1,292 |
) |
|
$ |
(1,186 |
) |
|
$ |
(2,478 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Net Loss per Share from Continuing Operations
|
|
$ |
(0.04 |
) |
|
$ |
(0.04 |
) |
|
$ |
(0.08 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Net Loss per Share from Continuing Operations
|
|
$ |
(0.04 |
) |
|
$ |
(0.04 |
) |
|
$ |
(0.08 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Weighted Average Class A and Class B Common Shares Outstanding
|
|
|
31,496,857 |
|
|
|
|
|
|
|
31,496,857 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Weighted Average Class A and Class B Common Shares Outstanding
|
|
|
31,496,857 |
|
|
|
|
|
|
|
31,496,857 |
|
The following is a description of the Transaction Accounting Adjustments reflected in the unaudited pro forma consolidated financial statements based on preliminary estimates, which may change as additional information is obtained.
(a) Represents the Company’s Consolidated Statements of Operations for the year ended December 31, 2024.
(b) Represents adjustments for the deconsolidation of GIG's revenues and expenses to reflect the sale. The income tax effect of the pro forma adjustments reflects the elimination of income tax expense recorded by GIG in the historical financial statements.
