What the changes say
- Boston Omaha updated its disclosures on insurance product expansion, smaller reporting company status transition through 2026, and equity investments including Sky Harbour.
What changed since the prior 10-K
Dropped
- DroppedRisks Related to the Company and Our Business
We may focus on geographic markets within or outside of the United States where we have had relatively little or no market share
- DroppedRisks Related to the Company and Our Business
Demand for new products or in new markets may not meet our expectations
- DroppedRisks Related to Ownership of our Common Stock
Purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of our capital stock
- DroppedRisks Related to Ownership of our Common Stock
Make, or permit any subsidiary to make, any loan or advance outside of the ordinary course of business to any employee or director
- DroppedRisks Related to Ownership of our Common Stock
Enter into any agreement involving the payment, contribution, or assignment by us or to us of money or assets greater than $10,000
Reworded
- 79% rewrittenRisks Related to the Company and Our Business
We may fail to maintain effective internal controls over external financial reporting or such controls may fail or be circumvented
Retained internal controls and financial reporting risks with minor stylistic refinements.
- 77% rewrittenRisks Related to Ownership of our Common Stock
We are providing information in this Annual Report on Form 10-K under the reduced disclosure requirements for smaller reporting companies and the reduced disclosure provided in this Form 10-K may make our Class A common stock less attractive to investors
Updated to state the company was previously a smaller reporting company and will retain non-accelerated filer status through 2026.
Was: We are a smaller reporting company, and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our Class A common stock less attractive to investors
- 71% rewrittenRisks Related to the Company and Our Business
Our efforts to develop new insurance products or expand in targeted markets may not be successful and may create enhanced risks
Expanded to incorporate former risks regarding geographic expansion, unverified product demand, and inadequate modeling into insurance initiatives.
- 57% rewrittenRisks Related to the Company and Our Business
the need to implement or remediate appropriate controls, procedures and policies at companies that, prior to the acquisition, lacked these controls, procedures and policies
Added disclosure that the board may sell all or a portion of any business segment.
- 51% rewrittenRisks Related to Ownership of our Common Stock
Certain actions cannot be taken without the approval of MCF due to its ownership of Class B common stock
Retained the risk describing MCF's rights regarding the Class B Director with no substantive changes.
- 44% rewrittenRisks Related to the Company and Our Business
We may raise additional equity capital through additional public or private placements , and issue equity securities under our 2022 Long-Term Incentive Plan, any of which could substantially dilute your investment
Added a statement that the company's current plan is not to raise additional near-term funding through securities sales.
- 34% rewrittenRisks Related to the Company and Our Business
We have incurred losses from operations since inception and we anticipate that we will continue to incur losses for the foreseeable future
Updated operating loss figures to $3.9 million for fiscal 2025 versus $8.5 million for 2024, and added Sky Harbour equity method losses.
- 26% rewrittenRisks Related to the Company and Our Business
Our investments in Sky Harbour Group Corporation's Class A common stock and Sky Warrants and other publicly traded and privately-held securities involve a substantial degree of risk
Streamlined references regarding investments in Sky Harbour Class A common stock and warrants alongside other public and private securities.
Was: Our investments in Sky Harbour Group Corporation's Class A common stock and Sky Warrants and other publicly traded securities involve a substantial degree of risk
- 20% rewrittenRisks Related to Ownership of our Common Stock
If a substantial number of shares of our Class A common stock become available for sale and are sold in a short period of time, the market price of our Class A common stock could decline
All 55 risk factors
Headings as the filing states them, in filing order.
Risks Related to the Company and Our Business
- 01We have incurred losses from operations since inception and we anticipate that we will continue to incur losses for the foreseeable future34% rewritten
- 02Our failure to successfully identify and complete future acquisitions of assets or businesses could reduce future potential earnings, reduce available cash and slow our anticipated growth
- 03We may have difficulty integrating the operations of companies or businesses that we may acquire and may incur substantial costs in connection therewith
- 04the need to implement or remediate appropriate controls, procedures and policies at companies that, prior to the acquisition, lacked these controls, procedures and policies57% rewritten
- 05Increased operating expenses associated with the expansion of our business may negatively impact our operating income
- 06We could suffer losses due to asset impairment charges for goodwill and other intangible assets
- 07We may raise additional equity capital through additional public or private placements , and issue equity securities under our 2022 Long-Term Incentive Plan, any of which could substantially dilute your investment44% rewritten
- 08We may incur potential future impairment charges for holdings in Sky Harbour Group Corporation Class A common stock and other investments and potential volatility in earnings due to our investments in Sky Harbour Group Corporation and other public securities
- 09announcement of developments and material events by Sky Harbour or its competitors
- 10Our significant equity ownership in Sky Harbour Group Corporation's Class A common stock and warrants may make it difficult for us to resell a significant portion of our Sky Harbour Group Corporation securities in a short period of time
- 11Our investments in Sky Harbour Group Corporation's Class A common stock and Sky Warrants and other publicly traded and privately-held securities involve a substantial degree of risk 26% rewritten
- 12We run the risk of inadvertently being deemed an investment company required to register under the Investment Company Act of 1940
- 13The occurrence of any of these events could materially adversely affect Link or BOB, which would adversely affect our results of operations and financial condition and adversely affect our stock price
- 14We may also incur indebtedness under future credit facilities
- 15Restrictive covenants in Link's indebtedness and BOB's indebtedness may limit management’s discretion with respect to certain business matters
- 16If we are unable to manage our interest rate risk effectively, our cash flows and operating results may suffer
- 17We ma y raise additional capital pursuant to debt financing, and such debt financing arrangements may contain covenants, which, if not complied with, could have a material adverse effect on our financial condition
- 18We may be unable to access capital
- 19the value of our securities
- 20We face intense competition, including competition from companies with significantly greater resources than us, and if we are unable to compete effectively with these companies, our market share may decline and our business could be harmed
- 21Adverse economic conditions could negatively affect our results of operations and financial condition
- 22Climate change, severe weather, natural disasters, public health emergencies and other external events could significantly impact our business
- 23We may be unable to employ a sufficient number of key employees and other experienced or qualified workers
- 24We are heavily reliant upon our executive management team
- 25Our executive officers and directors may experience a conflict of interest between their duties to us and to affiliated parties
- 26Disruptions to our information technology systems and any cybersecurity breaches could disrupt our business operations and have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows
- 27Changes in laws and regulations governing data privacy and data protection could have a material adverse impact on our business
- 28Governmental regulations could adversely affect our business, financial condition, results of operations and prospects
- 29We may be unable to obtain reinsurance coverage at reasonable prices or on terms that adequately protect us
- 30Our insurance employees could take excessive risks, which could negatively affect our financial condition and business
- 31If actual insurance claims exceed our claims and claim adjustment expense reserves, or if changes in the estimated level of claims and claim adjustment expense reserves are necessary, our financial results could be materially and adversely affected
- 32varying judgments and viewpoints of the individuals involved in the estimation process, among others
- 33Our efforts to develop new insurance products or expand in targeted markets may not be successful and may create enhanced risks71% rewritten
- 34If our efforts to develop new products or expand in targeted markets are not successful, our results of operations could be materially adversely affected
- 35if A.M. Best alters its capital adequacy assessment methodology in a manner that would adversely affect our rating
- 36giving any future potential lenders the right to accelerate or call any future debt we may incur
- 37We lack operational control over certain companies in which we invest and may lack operational control over companies in which we may invest in the future
- 38We are subject to extensive financial reporting and related requirements for which our accounting and other management systems and resources may not be adequately prepared
- 39We may fail to maintain effective internal controls over external financial reporting or such controls may fail or be circumvented79% rewritten
Risks Related to Ownership of our Common Stock
- 40Investors should not rely on the accuracy of forward-looking statements made by us
- 41The price of our Class A common stock has been, and is likely to continue to be, volatile and may fluctuate substantially, which could result in substantial losses for purchasers of our Class A common stock
- 42We are providing information in this Annual Report on Form 10-K under the reduced disclosure requirements for smaller reporting companies and the reduced disclosure provided in this Form 10-K may make our Class A common stock less attractive to investors77% rewritten
- 43An active trading market for our Class A common stock may not be maintained
- 44We will continue to incur increased costs as a result of operating as a public company in the United States
- 45If a substantial number of shares of our Class A common stock become available for sale and are sold in a short period of time, the market price of our Class A common stock could decline20% rewritten
- 46If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our Class A common stock, the market price of our Class A common stock could decline
- 47Entities managed by Magnolia currently effectively control 31.7% of the votes needed on all voting matters brought before our stockholders, making it difficult for stockholder proposals not approved by Magnolia to receive stockholder approval
- 48Certain actions cannot be taken without the approval of MCF due to its ownership of Class B common stock51% rewritten
- 49Provisions in our charter documents and Delaware law could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders
- 50limiting the rights of stockholders to amend our bylaws, call a special meeting of our stockholders or take action by written consent
- 51Because we do not intend to pay dividends for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it
- 52You may be diluted by the future issuance of additional Class A common stock in connection with acquisitions, sales of our securities or otherwise
- 53Our authorized preferred stock exposes holders of our common stock to certain risks
- 54Our directors have limited liability under Delaware law
- 55Our ability to use our net operating loss carry forwards may be subject to limitation and may result in increased future tax liability
Other BOSTON OMAHA 10-Ks
- FY2024 10-K risk factors60 risks
Boston Omaha faces ongoing operational losses, reporting $8.5 million in net losses for 2024.
Filed Mar 28, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.