Boston Omaha Corporation Annual Report 2020

Plain-text annual report

BOSTON OMAHA CORP FORM 10-K/A (Amended Annual Report) Filed 05/24/21 for the Period Ending 12/31/20 Address Telephone CIK Symbol SIC Code Industry 1411 HARNEY ST. SUITE 200 OMAHA, NE, 68102 857-256-0079 0001494582 BOMN 6510 - Real Estate Operators (No Developers) and Lessors Advertising & Marketing Sector Consumer Cyclicals Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2021, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use. Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K/AAmendment No. 1(MARK ONE) ☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission file number 001-38113 BOSTON OMAHA CORPORATION(Exact name of registrant as specified in its charter) Delaware27-0788438(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 1601 Dodge Street, Suite 3300, Omaha, Nebraska68102(Address of principal executive offices)(Zip Code) Registrant’s telephone number: (857) 256-0079 Securities registered under Section 12(b) of the Exchange Act: Title of ClassTrading Symbol(s)Name of Exchange on Which RegisteredClass A common stock, $0.001 par value per shareBOMNThe NASDAQ Stock Market, LLC (NASDAQCapital Market) Securities registered under Section 12(g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 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 thepast 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. Large accelerated filer☐Accelerated filer☐ Non-accelerated filer☒Smaller reporting company☒ Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised 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 Act): Yes ☐ No ☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport. ☐ State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the commonequity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed second fiscalquarter: $237,457,984. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 28,520,555 shares of Class Acommon stock and 1,055,560 shares of Class B common stock as of May 24, 2021. DOCUMENTS INCORPORATED BY REFERENCE None. Table of Contents Explanatory Note Boston Omaha Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment” or “Form 10-K/A”) to amend and restatecertain items in its Annual Report on Form 10-K as of December 31, 2020 and for the year then ended, originally filed with the U.S. Securities and ExchangeCommission (the “SEC”) on March 29, 2021 (the “Original Filing”). Except as described below, no other information included in the Original Filing is beingamended or updated by this Amendment and this Amendment does not purport to reflect any information or events subsequent to the Original Filing. Restatement Background In the second quarter of 2021, the Company re-evaluated its accounting for its investment in Yellowstone Acquisition Company (“Yellowstone”), thespecial purpose acquisition company which the Company sponsored, and determined that it should consolidate Yellowstone pursuant to Accounting StandardsCodification 810 “Consolidation” rather than account for it as an equity-method investee under ASC 323 “Equity Method and Joint Ventures.” As a result of the foregoing, on May 13, 2021, the Board of Directors of the Company (the “Board”), concluded that the Company’s audited consolidatedfinancial statements as of and for the year ended December 31, 2020 (collectively, the “Non-Reliance Periods”), included in the Annual Report filed with the SECon March 29, 2021 should no longer be relied upon due to the absence of the consolidated financial information of Yellowstone within the financial statements ofthe Company for the period from the date of Yellowstone's initial public offering on October 26, 2020 through December 31, 2020. Accordingly on May 18, 2021, the Company announced that it would restate its historical financial results for the Non-Reliance Periods to reflect thechange in accounting treatment for its investment in Yellowstone. Yellowstone’s accounts are included in the financial statements restated herein. In connectionwith the restatement, the Company’s management reassessed the effectiveness of the Company’s disclosure controls and procedures and internal control overfinancial reporting as of December 31, 2020. As a result of that reassessment, the Company’s management determined that its disclosure controls and proceduresand internal control over financial reporting were not effective as of December 31, 2020 related to its risk assessment and controls over the accounting andfinancial reporting for the formation of Yellowstone Acquisition Company. Specifically, the Company did not design and implement effective controls addressingthe technical accounting complexities associated with the formation of a special purpose acquisition company. For a discussion of management’s consideration ofour disclosure controls and procedures, internal control over financial reporting, and the related material weakness see Part II, Item 9.A, “Controls and Procedures”of this Form 10-K/A. Table of Contents The following items included in the Original Filing are amended by this Amendment: Part I, Item 1. Business Part I, Item 1A. Risk Factors Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Part II, Item 8. Financial Statements and Supplementary Data Part II, Item 9.A. Controls and Procedures Part III, Item 13. Certain Relationships and Related Transactions, and Director Independence Part IV, Item 15. Exhibits In addition, the Company is including with this Form 10-K/A currently dated certifications from its principal executive officers and principal financialofficer. These certifications are filed or furnished, as applicable, as Exhibits 31.1 and 32.1. Except for the error described above and an additional error correction outlined in Note 2 to the financial statements, no other information included in the OriginalFiling is being amended or updated by this Amendment and this Amendment does not purport to reflect any information or events subsequent to the OriginalFiling. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing. Table of Contents BOSTON OMAHA CORPORATION INDEX PagePart I Item 1. Business.1Item 1A. Risk Factors.17Item 1B. Unresolved Staff Comments.41Item 2. Properties.41Item 3. Legal Proceedings.41Item 4. Mine Safety Disclosures.41Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.41Item 6. Selected Financial Data.42Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.43Item 7A. Quantitative and Qualitative Disclosures About Market Risk.56Item 8. Financial Statements and Supplementary Data.56Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.56Item 9A. Controls and Procedures.57Item 9B. Other Information.58Part III Item 10. Directors, Executive Officers and Corporate Governance.58Item 11. Executive Compensation.65Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.68Item 13. Certain Relationships and Related Transactions, and Director Independence.69Item 14. Principal Accounting Fees and Services.73Part IV Item 15. Exhibits and Financial Statement Schedules.74Item 16. Form 10-K Summary.74Exhibit Index75Signatures78 Table of Contents CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS This Report contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of theSecurities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or by Public Law 104-67. Allstatements included in this Report, other than statements that relate solely to historical fact, are “forward-looking statements.” Such statements include, but are notlimited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events, including the impact of the COVID-19pandemic, or any statement that may relate to strategies, plans or objectives for, or potential results of, future operations, financial results, financial condition,business prospects, growth strategy or liquidity, and are based upon management’s current plans and beliefs or current estimates of future results or trends.Forward-looking statements can generally be identified by phrases such as “believes,” “expects,” “potential,” “continues,” “may,” “should,” “seeks,” “predicts,”“anticipates,” “intends,” “projects,” “estimates,” “plans,” “could,” “designed,” “should be” and other similar expressions that denote expectations of future orconditional events rather than statements of fact. Forward-looking statements include certain statements made under the caption, “Management’s Discussion and Analysis of Financial Condition andResults of Operations,” under Item 7 of this Report, but also forward-looking statements that appear in other parts of this Report. Forward-looking statementsreflect our current views with respect to future events and are based on certain assumptions and are subject to risks and uncertainties that could cause our actualresults to differ materially from trends, plans, or expectations set forth in the forward-looking statements. These risks and uncertainties may include the risks anduncertainties described elsewhere in this Report, including under the caption “Risk Factors,” under Item 1A of this Report. Additionally, there may be other factorsnot presently known to us or which we currently consider to be immaterial that may cause our actual results to differ materially from the forward-lookingstatements. This Report also contains statistical and other industry and market data related to our business and industry that we obtained from industry publications andresearch, surveys and studies conducted by us and third parties as well as our estimates of potential market opportunities. Industry publications, third-party and ourown research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guaranteethe accuracy or completeness of such information. This market data includes projections that are based on a number of assumptions. If these assumptions turn outto 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 conditionand the market price of our common stock. Summary of Risk Factors Some of the factors that could materially and adversely affect our financial condition, results of operations, cash flow, the market price of shares of ourClass A common stock or our prospects include, but are not limited to, the following. You should read this summary together with the more detailed description ofeach risk factor contained in this Item 1A “Risk Factors” in this Annual Report on Form 10-K and the other reports and documents filed or furnished by us withthe SEC for a more detailed discussion of the principal risks (as well as certain other risks) that you should carefully consider before deciding to invest in oursecurities. Risks Related To Acquisitions and Operations of Our Business ●We have incurred losses from operations since inception and we anticipate that we will continue to incur losses for the foreseeable future; ●We may be unable to identify and successfully complete acquisitions and, even if acquisitions are identified and completed, we may fail tosuccessfully operate acquired properties; ●Our business strategy relies on the successful acquisition and integration of diverse companies and operations, and expansion of current businesslines or entering into new industries could negatively impact our operating income; ●As we enter new business segments, members of our senior management may have limited or no experience in the industries we operate, and we willbe reliant on key personnel. The departure of any of our key personnel could materially and adversely affect us; and ●The continuing impact of the COVID-19 pandemic could result in increased claims made against our surety insurance bond business, reduce demandfor our other services, and adversely impact our operating results. Table of Contents Risks Related to Our Indebtedness ●Our ability to borrow may be limited in case of adverse changes within the credit market; and ●Any failure in the future to comply with the covenants set forth in our Credit Agreement could result in the loan balance immediately due andpayable; Risks Related to Access to Capital and Raising Additional Capital ●We may not be able to generate sufficient cash to service all of our operations and may be forced to take actions to fund our operations such as debtfinancing, refinancing current indebtedness, or future equity issuances of our capital stock, any or all of which may not be successful; and ●We may raise additional equity capital through additional public or private placements, any of which could substantially dilute your investment. Risks Related to Ownership of Our Securities ●The market price and trading volume of our common stock may be volatile and negatively impacted by broad market fluctuations; ●Provisions of our certificate of incorporation and bylaws and Delaware law might discourage, delay or prevent a change of control of our company orchanges in our management and, as a result, depress the trading price of our common stock; ●Certain of our executive officers and directors are now, and all of them may in the future become, affiliated with entities engaged in businessactivities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particularbusiness opportunity should be presented; ●We do not intend to pay dividends on our common stock and, consequently, the ability of investors to achieve a return on their investment willdepend on appreciation in the price of our common stock; ●Our investments in securities of other companies involve a substantial degree of risk; ●Certain of our stockholders have the right to require the registration of up to 6,437,768 shares of our Class A common stock; ●Our public warrants for shares of Yellowstone’s Class A common stock are accounted for as liabilities and the changes inthe value of the warrants could have a material impact on our financial results; and ●We have identified a material weakness in our internal control over financial reporting as of December 31, 2020. If weare unable to develop and maintain an effective system of internal control over financial reporting, we may not be able toaccurately report our financial results in a timely manner, which may adversely affect investor confidence in us andmaterially and adversely affect our business and operating results. Regulatory Risks ●Dependent on the price of certain publicly-traded securities we currently hold, including our ownership of DFH Class A common stock, we couldbecome subject to registration and regulation under the Investment Company Act; ●Our business segments are subject to complex federal, state and local laws and regulations that could adversely affect the cost, manner or feasibilityof conducting our operations or expose us to significant liabilities; and ●Changes in laws or regulations governing our operations or our failure to comply with those laws or regulations may affect us. Table of Contents PART IItem 1.Business. Our Company Boston Omaha Corporation, which we refer to as “the Company,” “our Company,” “we,” “us” or “our,” commenced its current business operations inJune 2015 and currently operates three separate lines of business: outdoor billboard advertising, surety insurance and related brokerage activities and broadbandservices. In addition, we hold minority investments in commercial real estate management and brokerage services, a bank focused on servicing the automotive loanmarket, and a homebuilding company with operations located primarily in the Southeast United States. Outdoor Billboards In June 2015, we commenced our billboard business operations through acquisitions by our wholly-owned subsidiary Link Media Holdings, LLC, whichwe refer to as "Link," of smaller billboard companies located in the Southeast United States and Wisconsin. During July and August 2018, we acquired themembership interest or assets of three larger billboard companies which increased our overall billboard count to approximately 2,900 billboards. In addition, wehave made additional billboard acquisitions on a smaller scale since that date. We believe that we are a leading outdoor billboard advertising company in themarkets we serve in the Midwest. As of March 26, 2021, we operate approximately 3,200 billboards with approximately 6,000 advertising faces. One of ourprincipal business objectives is to continue to acquire additional billboard assets through acquisitions of existing billboard businesses in the United States whenthey can be made at what we believe to be attractive prices relative to other opportunities generally available to us. We are attracted to the outdoor display market due to a number of factors, including high regulatory barriers to building new billboards in some states,growing demand, low maintenance capital expenditures for static billboards, low cost per impression for customers, and the potential opportunity to employ morecapital in existing assets at reasonable returns in the form of perpetual easements and digital conversions. In addition, unlike other advertising industries, theinternet has not had a material adverse impact on outdoor advertising revenues. Revenues for out-of-home advertising have continued to rise over the past severalyears, in contrast to print and other non-internet based advertising. The billboard industry’s three largest companies are estimated to account for more than 50% ofthe industry’s total revenues, and several industry sources and our experience suggest that there are a large number of other companies serving the remainder of themarket, providing a potentially significant source of billboards which may be acquired in the future. Surety Insurance In September 2015, we established an insurance subsidiary, General Indemnity Group, LLC, which we refer to as “GIG,” designed to own and operateinsurance businesses generally handling high volume, lower policy limit commercial lines of property and casualty insurance. In April 2016, our surety insurancebusiness commenced with the acquisition of a surety insurance brokerage business with a national internet-based presence. In December 2016, we completed theacquisition of United Casualty and Surety Insurance Company, which we refer to as “UCS,” a surety insurance company, which at that time was licensed to issuesurety bonds in only nine states. Since that time, we have expanded the licensing of the UCS business to all 50 states and the District of Columbia. In addition,over the last four years, we have also acquired additional surety insurance brokerage businesses located in various regions of the United States. We may in thefuture expand the reach of our insurance activities to other forms of insurance which may have similar characteristics to surety, such as high volume and lowaverage policy premium insurance businesses which historically have similar economics. Broadband Services On March 10, 2020, our subsidiary FIF AireBeam LLC, which we refer to as “AireBeam,” acquired substantially all the business assets of FibAireCommunications, LLC, which we refer to as "FibAire," a rural broadband internet provider. AireBeam provides over 7,000 subscribers in communities in southernArizona with a high-speed fixed wireless internet service and is building an all fiber-to-the-home network in select Arizona markets. AireBeam operates inunderserved communities in Arizona that need higher speed and greater internet capacity. On December 29, 2020, our subsidiary FIF Utah LLC, which we refer toas “FIF Utah,” and which conducts business as "Utah Broadband," acquired substantially all of the business assets of Utah Broadband, LLC, which we refer to as“UBB,” a rural internet provider in Utah. UBB provides high-speed internet services to over 10,000 subscribers through Salt Lake City, Park City, Ogden, Provoand surrounding communities. 1Table of Contents Minority Investments Since 2015, we have made minority investments in several different industries. ●Since September 2015, we have made a series of investments in commercial real estate, a commercial real estate management, brokerage and relatedservices business as well as an asset management business. We currently own 30% of Logic Real Estate Companies LLC, which we refer to as"Logic," and approximately 49.9% of 24th Street Holding Company, LLC, which we refer to as "24th Street Holding Co.", both directly andindirectly through our ownership in Logic. In addition, we have invested, through one of our subsidiaries, an aggregate of $6 million in 24th StreetFund I, LLC and 24th Street Fund II, LLC. These funds are managed by 24th Street Asset Management, LLC, a subsidiary of 24th Street HoldingCo. and will focus on opportunities within secured lending and direct investments in commercial real estate. ●In December 2017, we invested $10 million in common units of Dream Finders Holdings LLC, which we refer to as "DFH," the parent company ofDream Finders Homes, LLC, a national home builder with operations in Colorado, Florida, Georgia, Maryland, North Carolina, South Carolina,Texas and northern Virginia. In addition to its homebuilding operations, DFH's subsidiaries provide mortgage loan origination and title insuranceservices to homebuyers. In May 2019, we invested, through one of our subsidiaries, an additional $12 million in DFH through the purchase ofpreferred units with a mandatory preferred return of 14%. These preferred units were subsequently redeemed by DFH in 2020. On January 25, 2021,Dream Finders Homes, Inc., a wholly owned subsidiary of DFH, completed its initial public offering and implemented an internal reorganization (the“DFH Merger”) pursuant to which Dream Finders Homes, Inc. became a holding company and sole manager of DFH. Upon completion of the DFHMerger, our outstanding common units in DFH were converted into 4,681,099 shares of Class A Common Stock of Dream Finders Homes, Inc., andone of our subsidiaries purchased an additional 120,000 shares of Class A common stock in DFH's initial public offering. The DFH shares purchasedin 2017 are restricted securities and are subject to a lock-up for a period through July 19, 2021, and subject to limitations on the number of DFHshares we may sell under Rule 144. Prior to its initial public offering, we loaned DFH $20,000,000 to assist it in financing an acquisition which wasconsummated prior to its initial public offering. This loan was repaid in full with interest in early 2021. ●In May 2018, we invested, through one of our subsidiaries, approximately $19 million through the purchase of common stock of CB&T HoldingCorporation, which we refer to as "CB&T," the privately-held parent company of Crescent Bank & Trust, Inc., which we refer to as “Crescent.”Crescent is located in New Orleans and generates the majority of its revenues from indirect subprime automobile lending across the United States. ●In October 2020, our subsidiary BOC Yellowstone LLC, which we refer to as “BOC Yellowstone,” served as sponsor for the underwritten initialpublic offering of a special purpose acquisition company named Yellowstone Acquisition Company, which we refer to as “Yellowstone.” Yellowstone sold in its public offering 13,598,898 units at a price of $10.00 per unit, each unit consisting of one share of Class A common stock anda 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 andNovember 2020, we invested, through BOC Yellowstone, approximately $7.8 million through the purchase of 3,399,724 shares of Class B commonstock and 7,719,779 non-redeemable private placement warrants, each warrant entitling us to purchase one share of Class A common stock at $11.50per share. BOC Yellowstone, as the sponsor of Yellowstone and under the terms of the public offering, owns approximately 20% of Yellowstone'sissued and outstanding common stock. The purpose of the offering is to pursue a business combination in an industry other than the three industriesin which we currently own and operate businesses: outdoor advertising, surety insurance and broadband services businesses. Yellowstone allows usto pursue a minority interest in larger companies in other industries without diluting the equity interests of our Boston Omaha shareholders.Yellowstone is currently focusing on acquisition candidates in the homebuilding, home materials, financial services and commercial real estatemanagement industries but is also able to pursue acquisition opportunities in other industries. As of December 31, 2020, Yellowstone is consolidatedwithin the financial statements included within this Form 10-K as we have concluded that Yellowstone is a Variable Interest Entity of which we arethe primary beneficiary. As such, our investment in Yellowstone, consisting of the Class B common stock (Founders Shares) and private placementwarrants, is eliminated in consolidation. 2Table of Contents Additional Opportunities for Growth In addition to our activities in outdoor billboards, surety insurance, broadband services and the various industries in which we have made minorityinvestments, we will also consider other industries which offer the potential for predictable and attractive returns on invested capital. We expect to continue to beopportunistic in exploring other opportunities which meet our investment criteria. Our objective is to grow intrinsic value per share at an attractive rate by retaining capital to reinvest in the productive capabilities of our currentsubsidiaries, make opportunistic investments, and/or invest in new, anticipated durable earnings streams. Each of these options for capital will be compared to oneanother on a regular basis, and capital will be deployed according to our management’s judgment as to where it believes allocated capital has the potential toachieve the best long-term return. Our History Boston Omaha Corporation was originally incorporated as REO Plus, Inc., which we refer to as “REO,” on August 10, 2009 under the laws of the State ofTexas. On March 16, 2015, we reincorporated as a Delaware corporation, adopted new bylaws and changed our name to Boston Omaha Corporation. Our principalbusiness address is 1601 Dodge Street, Suite 3300, Omaha, Nebraska 68102, and our telephone number is 857-256-0079. We registered as a reporting companyunder the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act,” on November 9, 2016. In 2016, we were listed for trading on theOTCQX under the trading symbol “BOMN,” and in June 2017, in connection with our 2017 public offering, we transferred and uplisted to the NASDAQ CapitalMarket under the trading symbol “BOMN.” On February 13, 2015, Magnolia Capital Fund, L.P., which we refer to as “MCF,” and Boulderado Partners, LLC, which we refer to as “BP,” acquiredshares of the Company’s common stock representing approximately 95% of the Company’s issued and outstanding shares at the time. MCF is managed by TheMagnolia Group, LLC, which we refer to as “Magnolia,” and BP is managed by Boulderado Capital, LLC and Boulderado Group, LLC, which we collectivelyrefer to as “Boulderado.” Magnolia is managed by Adam K. Peterson, one of our Co-Chairmen and Co-Chief Executive Officers. Boulderado is managed by AlexB. Rozek, one of our Co-Chairmen and Co-Chief Executive Officers. On June 18, 2015, we amended and restated our certificate of incorporation. As part of this amendment and restatement, we effected a 7:1 reverse stocksplit of our Class A common stock. We also created an additional series of our stock now named Class B common stock, par value $0.001 per share (the renamingof our classes of stock was accomplished through a charter amendment on May 25, 2017). Each share of Class B common stock is identical to the Class A commonstock in liquidation, dividend and similar rights. The only differences between our Class B common stock and our Class A common stock is that each share ofClass B common stock has 10 votes for each share held, while the Class A common stock has a single vote per share, and certain actions cannot be taken withoutthe approval of the holders of the Class B common stock. There are currently 1,055,560 shares of our Class B common stock outstanding, which shares are ownedin equal amounts by each of MCF and BP. Between February 2015 and May 2017, we raised $66,872,500 in equity financing, of which $43,305,577 and $11,305,595 were invested by MCF andBP, respectively. We raised these funds primarily in three separate rounds of financing, each of which coincided with pending or anticipated acquisitions. In June 2017, pursuant to a Registration Statement on Form S-1 (File No. 333-216040) declared effective on June 15, 2017, we commenced a publicoffering for 6,538,462 shares of our Class A common stock at $13.00 per share, which we refer to as the “2017 public offering,” that raised gross proceeds of$97,049,446. Cowen and Company, LLC, which we refer to as “Cowen,” acted as the sole underwriter. In the 2017 public offering, MCF and BP invested$44,999,994 and $2,500,004, respectively. We received aggregate net proceeds from the offering of approximately $91,432,110 after deducting underwritingdiscounts and commissions and offering expenses payable by us. On February 22, 2018, we entered into a Class A Common Stock Purchase Agreement, which we refer to as the “2018 private placement,” pursuant towhich the Company agreed to issue and sell to Magnolia BOC I, LP, which we refer to as “MBOC I,” Magnolia BOC II, LP, which we refer to as “MBOC II,” andBoulderado BOC, LP, which we refer to as “BBOC,” $150,000,000 in unregistered shares of Class A common stock at a price of $23.30, a slight premium to theclosing price of shares of Class A common stock of $23.29 on the NASDAQ Capital Market, as reported by NASDAQ on the date of the Class A Common StockPurchase Agreement. MBOC I and MBOC II are entities managed by Magnolia, and BBOC, which has distributed all of its shares of Class A common stock, wasan entity managed by Boulderado Group, LLC. The Class A Common Stock Purchase Agreement was approved by an independent special committee of our Boardof Directors with the advice of independent legal counsel and an independent investment banking firm which provided a fairness opinion to the special committee.The closing of the first tranche of shares sold under the agreement occurred on March 6, 2018, consisting of a total of 3,300,000 shares resulting in total grossproceeds of $76,890,000. The closing of the second tranche of shares sold under the agreement occurred on May 15, 2018, consisting of a total of 3,137,768 sharesresulting in total gross proceeds of approximately $73,110,000. 3Table of Contents In February 2018, we filed a shelf Registration Statement on Form S-3 (File No. 333-222853) that was declared effective on February 9, 2018, relating tothe offering of Class A common stock, preferred stock, par value $0.001 per share, which we refer to as “preferred stock,” debt securities and warrants of theCompany for up to $200,000,000. On March 2, 2018, we entered into a Sales Agreement with Cowen, pursuant to which the Company sold from time to time in an“at the market” offering, a total of $49,999,625 of shares of Class A common stock through Cowen as sales agent. Sales under the “at the market” offering weremade pursuant to a prospectus supplement, filed with the Securities and Exchange Commission, which we refer to as the “SEC” or the “Commission,” on March 2,2018, to our shelf Registration Statement on Form S-3. Cowen received a commission equal to 3.0% of the gross sales proceeds of the shares sold through Cowenunder the Sales Agreement, and we provided Cowen with customary indemnification and contribution rights. On August 13, 2019, we entered into a second Sales Agreement with Cowen, relating to the sale of additional shares of our Class A common stock to beoffered. In accordance with the terms of the second Sales Agreement, we could offer and sell from time to time up to $75,000,000 of shares of our Class Acommon stock through Cowen acting as our agent. The compensation to Cowen for sales of Class A common stock sold pursuant to the Sales Agreement was anamount equal to 3% of the gross proceeds of any shares of Class A common stock sold under the Sales Agreement. From August 21, 2019 through December 31,2019, we sold through Cowen 448,880 shares of our Class A common stock under the second “at the market” offering, resulting in gross proceeds to us of$9,450,789 and net proceeds of $9,122,227, after offering costs of $328,562. During fiscal year 2020, we sold through Cowen 40,455 shares of our Class Acommon stock under the second “at the market” offering, resulting in gross proceeds to us of $669,751 and net proceeds of $649,659, after offering costs of$20,092. Following a public offering of our Class A common stock in May 2020, we subsequently suspended future sales under the Sales Agreement and the S-3registration statement filed in February 2018, which then expired in February 2021. We anticipate filing a new shelf registration statement on Form S-3 shortlyfollowing the date of this Annual Report to allow us to raise additional capital through the sale of securities to help fund potential future acquisitions andinvestments in other business ventures. On March 18, 2020, our Board of Directors authorized and approved a share repurchase program for us to repurchase up to $20,000,000 worth of sharesof our Class A common stock, which we refer to as the “Repurchase Program.” Under the Repurchase Program, we may repurchase shares, from time to time, insolicited or unsolicited transactions in the open market, privately-negotiated transactions, or transactions pursuant to a Rule 10b5-1 plan. The Repurchase Programdoes not obligate us to purchase any particular number of shares and will run through the earlier of June 30, 2021, or our decision that the Repurchase Program isno longer consistent with our short-term and long-term objectives. Due to improving market conditions following our establishment of the Repurchase Program,we did not repurchase any shares during fiscal year 2020. On May 28, 2020, we entered into an underwriting agreement, which we refer to as the “underwriting agreement,” with Wells Fargo Securities, LLC andCowen, as joint lead book-running managers for a public offering of 3,200,000 shares, which we refer to as the “firm shares,” of our Class A common stock at apublic offering price of $16.00 per share. Under the terms of the underwriting agreement, we granted the underwriters an option, exercisable for 30 days, topurchase up to an additional 480,000 shares of Class A common stock at the public offering price less underwriting discounts and commissions, which we refer toas the “option shares.” Adam Peterson and Alex Rozek, our Co-Chairmen, together with another member of our board of directors and another employee,purchased, directly or through their affiliates, an aggregate of 39,375 shares of Class A common stock in the offering at the public offering price. On June 2,2020, we announced the completion of the public offering in which we sold a total of 3,680,000 Class A shares, including both the firm shares and all of the optionshares issued as a result of the underwriters’ exercise in full of their over-allotment option, resulting in total gross proceeds to us of $58,880,000. We raised thiscapital to fund the planned expansion of our recently acquired fiber-to-the-home broadband, telecommunication business, to seek to grow our Link billboardbusiness through the acquisitions of additional billboard businesses, and for general corporate purposes. Although we do not have any binding materialcommitments at this time, we continue to pursue acquisitions in these markets. The shares were sold in the offering pursuant to the Company’s shelf registrationstatement on Form S-3, as supplemented by a prospectus supplement dated May 28, 2020. 4Table of Contents Our Relationship with Magnolia and Boulderado In their roles as general partners of MCF, MBOC I, MBOC II, and BP, Magnolia and Boulderado, through their ownership of Class A common stock andall of our Class B common stock, control a majority vote on all matters and will for the foreseeable future continue to be able to control the election of ourdirectors, determine our corporate and management policies and determine, without the consent of our other stockholders, the outcome of any corporate transactionor other matters submitted to our stockholders for approval, including potential mergers or acquisitions, asset sales and other significant corporate transactions.Adam K. Peterson, our Co-Chief Executive Officer and one of our directors, is a principal in Magnolia and Alex B. Rozek, our other Co-Chief Executive Officerand a director of the Company, is a principal in Boulderado. The interests of these funds managed by Magnolia and Boulderado may not coincide with the interests of other holders of our Class A common stock. Mr.Peterson and Mr. Rozek also receive compensation from Magnolia and Boulderado for their roles as managers of Magnolia and Boulderado, respectively.Additionally, these funds are in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that competedirectly or indirectly with us. MCF is a private investment partnership in Omaha, Nebraska, which commenced operations in August 2014. MBOC I and MBOC II are privateinvestment partnerships in Omaha, Nebraska, which commenced operations in February 2018. Adam K. Peterson is the sole manager of Magnolia, an investmentadviser registered with the SEC. Magnolia is the general partner and the manager of MCF, MBOC I and MBOC II. BP is a private investment partnership inBoston, Massachusetts, formed in June 2007. BBOC is a private investment partnership in Boston, Massachusetts, which commenced operations in February 2018.Alex B. Rozek is the Managing Member of Boulderado Group, LLC, the management company of Boulderado Partners, LLC and BBOC. On February 6, 2019,Alex B. Rozek and entities managed by Boulderado filed a Schedule 13D/A stating that BP has returned all outside capital and is continuing operations to managefamily investments only. As a result of these distributions, BBOC distributed all of its shares of Class A common stock and was subsequently dissolved. Our Acquisitions and Equity Investments Since June 2015, we have expended over $280 million in the acquisition of businesses in outdoor billboard advertising, surety insurance and brokerageoperations, broadband services, and in the purchase of minority equity interests in various businesses. We anticipate seeking further acquisitions in these businessareas and possibly expanding into other businesses that we believe have the potential for durable profitability in a very competitive world. Link Media Holdings. Since June 2015, through 18 acquisitions, several asset purchases, and one exchange, we have acquired numerous billboardstructures, many with multiple faces, related easements, and rights in some instances to construct additional billboards. These billboards are located in Alabama,Florida, Georgia, Illinois, Iowa, Kansas, Missouri, Nebraska, Nevada, Virginia, West Virginia and Wisconsin. We paid a combined purchase price of over$190 million for these billboards and related assets. As of March 26, 2021, we operated approximately 3,200 billboard structures containing approximately 6,000advertising faces, of which over 60 are digital displays. General Indemnity. Since September 2015, through five acquisitions, we have acquired one insurance company, UCS, and four insurance brokeragefirms. We paid a combined purchase price of approximately $19.4 million. Additionally, we have contributed approximately $16.3 million in statutory capital toUCS. UCS is authorized to issue surety insurance in all 50 states and the District of Columbia, is approved by the United States Department of Treasury, and rated"A-" (Excellent) by A.M. Best Company. Broadband. On March 10, 2020, AireBeam acquired substantially all the business assets of FibAire, a rural broadband internet provider. AireBeamprovides over 7,000 subscribers in communities in southern Arizona with a high speed fixed wireless internet service and is building an all fiber-to-the-homenetwork in select Arizona markets. AireBeam currently operates in certain underserved Arizona communities that need higher speed and greater internet capacity.We acquired AireBeam for $12.3 million in cash and issued to FibAire’s co-founder and chief executive, 10% of the equity in the newly formed entity. OnDecember 29, 2020, FIF Utah acquired substantially all of the business assets of UBB, a rural broadband internet provider. UBB provides high-speed internet toover 10,000 subscribers in Salt Lake City, Park City, Ogden, Provo and surrounding communities. We acquired UBB for $21.3 million in cash and issued toAlpine Networks, Inc., UBB’s member, 20% of the equity in the newly formed entity. Mr. McGhie, the president of Alpine Networks, Inc. will serve as presidentof FIF Utah. 5Table of Contents Minority Investments. Since 2015, we have made minority investments in several different industries. ●Since September 2015, we have made a series of investments in commercial real estate, a commercial real estate management, brokerage and relatedservices business as well as an asset management business. We currently own 30% of Logic and approximately 49.9% of 24th Street Holding Co.,both directly and indirectly through our ownership in Logic. In addition, we have invested, through one of our subsidiaries, an aggregate of $6million in 24th Street Fund I, LLC and 24th Street Fund II, LLC. These funds are managed by 24th Street Asset Management, LLC, a subsidiary of 24th Street Holding Co. and will focus on opportunities within secured lending and direct investments in commercial real estate. ●In late December 2017, we invested $10 million in common units of DFH, the parent company of Dream Finders Homes, LLC, a national homebuilder with operations in Colorado, Florida, Georgia, Maryland, North Carolina, South Carolina, Texas and northern Virginia. In addition to itshomebuilding operations, DFH's subsidiaries provide mortgage loan origination and title insurance services to homebuyers. In May 2019, weinvested, through one of our subsidiaries, an additional $12 million in DFH through the purchase of preferred units with a mandatory preferred returnof 14%. These preferred units were subsequently redeemed by DFH in 2020. On January 25, 2021, Dream Finders Homes, Inc., a wholly ownedsubsidiary of DFH, completed its initial public offering and implemented the DFH Merger pursuant to which Dream Finders Homes, Inc. became aholding company and sole manager of DFH. Upon completion of the DFH Merger, our outstanding common units in DFH were converted into4,681,099 shares of Class A Common Stock of Dream Finders Homes, Inc., and one of our subsidiaries purchased an additional 120,000 shares ofClass A common stock in the initial public offering. The DFH shares purchased in 2017 are restricted securities and are subject to a lock-up for aperiod through July 19, 2021 and currently subject to resale trading limitations under Rule 144 as we currently own more than 10% of DFH's Class Acommon stock. Prior to its initial public offering, we loaned DFH $20,000,000 to assist it in financing an acquisition which was consummated priorto its initial public offering. This loan was repaid in full with interest in early 2021. ●In May 2018, we invested, through one of our subsidiaries, approximately $19 million through the purchase of common stock of CB&T HoldingCorporation, the privately-held parent company of Crescent Bank & Trust, Inc. Crescent is located in New Orleans and generates the majority of itsrevenues from indirect subprime automobile lending across the United States. ●Between August and November 2020, we invested, through BOC Yellowstone, approximately $7.8 million through the purchase of 3,399,724 sharesof Class B common stock and private placement warrants to purchase 7,719,779 shares of Class A common stock of Yellowstone. BOC Yellowstoneis the sponsor of Yellowstone and under the terms of Yellowstone’s initial public offering completed in October 2020, which we refer to as the“Yellowstone IPO”, owns approximately 20% of Yellowstone’s issued and outstanding common stock. Following the Yellowstone IPO, BOCYellowstone transferred 206,250 shares of Class B common stock to BOC Yellowstone II LLC, which we refer to as “BOC Yellowstone II”, andsubsequently sold a membership interest in BOC Yellowstone II to an unaffiliated private investor in the initial public offering. This membershipinterest provides the investor the right to receive 206,250 of the Class B common shares held in BOC Yellowstone II upon release of the Class Bcommon shares following a business combination. The investor paid $309,375 for its membership interest in BOC Yellowstone II. In the event thatYellowstone does not consummate a qualifying business combination on or before January 25, 2022, all Class A common stock sold in the initialpublic offering will be redeemed at $10.20 per share. As of December 31, 2020, Yellowstone is consolidated within the financial statements includedwithin this Form 10-K as we have concluded that Yellowstone is a Variable Interest Entity of which we are the primary beneficiary. As such, ourinvestment in Yellowstone, consisting of the Class B common stock (Founders Shares) and private placement warrants, is eliminated inconsolidation. The key terms of the Yellowstone IPO as it relates to the Class B common stock and the private placement warrants acquired by BOC Yellowstone are asfollows: ●Yellowstone's initial business combination must occur on or before January 25, 2022 with one or more target businesses that together have anaggregate fair market value of at least 80% of the net assets held in the trust account for the benefit of the holders of Yellowstone’s Class A commonstock (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement toenter into the initial business combination. 6Table of Contents ●Any party may co-invest with Yellowstone in the target business at the time of any initial business combination, or Yellowstone could raiseadditional proceeds to complete the acquisition by issuing to such parties a class of equity or equity-linked securities. We refer to this potential futureissuance, or a similar issuance to other specified purchasers, as a “specified future issuance”. The amount and other terms and conditions of any suchspecified future issuance would be determined at the time thereof. Yellowstone is not obligated to make any specified future issuance and maydetermine not to do so. ●Any such specified future issuance would result in an adjustment to the conversion ratio such that BOC Yellowstone and BOC Yellowstone II’sinitial stockholders would retain their aggregate percentage ownership at 20% of the sum of the total number of all shares of common stockoutstanding upon completion of the Yellowstone IPO plus all shares issued in the specified future issuance, unless the holders of a majority of thethen outstanding shares of Yellowstone’s Class B common stock agree to waive such adjustment with respect to the specified future issuance at thetime thereof. ●The Yellowstone Class B common stock is identical to the shares of Class A common stock included in the units sold in the Yellowstone IPO, exceptthat: ●the shares of Yellowstone Class B common stock automatically convert into shares of Yellowstone Class A common stock at the time of anyinitial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights; ●the shares of Yellowstone Class B common stock are subject to certain transfer restrictions until the earlier to occur of: (A) one year after thecompletion of an initial business combination or (B) subsequent to an initial business combination, (x) if the last sale price of Yellowstone ClassA common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, or (y) the date onwhich Yellowstone completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Yellowstonestockholders having the right to exchange their shares of common stock for cash, securities or other property; and ●BOC Yellowstone and BOC Yellowstone II and their officers and directors have entered into a letter agreement with Yellowstone, pursuant towhich they have agreed (i) to waive their redemption rights with respect to any Yellowstone Class B common stock and any Yellowstone publicshares held by them in connection with the completion of an initial business combination and (ii) to waive their rights to liquidating distributionsfrom the trust account with respect to any Yellowstone Class B common stock held by them if Yellowstone fails to complete an initial businesscombination by January 25, 2022; ●the Class A common stock into which the Class B common stock converts following a business combination has registration rights allowing theregistration of the shares following a business combination. However, the registration rights agreement provides that Yellowstone will not permit anyregistration statement filed under the Securities Act to become effective until the securities covered thereby are released from their lock-uprestrictions as described above. ●The 7,719,779 private placement warrants held by BOC Yellowstone were purchased at a price of $1.00 per whole warrant in a private placementthat occurred simultaneously with the initial closing of the Yellowstone initial public offering. Each whole private placement warrant is exercisablefor one whole share of Yellowstone Class A common stock at $11.50 per share. We have agreed that no officer or director of Boston OmahaCorporation will be eligible to receive any such warrants. These warrants will not, subject to certain limited exceptions, be transferable or saleableuntil 30 days after the completion of any business combination. The private placement warrants may also be exercised by BOC Yellowstone or itspermitted transferees for cash or on a cashless basis. Otherwise, the private placement warrants have terms and provisions that are identical to thoseof the warrants being sold as part of the units in Yellowstone’s IPO, including as to exercise price, exercisability and exercise period, and may beredeemed by Yellowstone for shares of Class A common stock. As of December 31, 2020, Yellowstone is consolidated within the financialstatements included within this Form 10-K/A as we have concluded that Yellowstone is a Variable Interest Entity of which we are the primarybeneficiary. As such, our private placement warrants as well as our Class B common stock are eliminated in consolidation. 7Table of Contents Industry Background We currently operate outdoor billboard advertising services, provide broadband services, and sell surety insurance products and have made minorityinvestments in several commercial real estate management and brokerage companies, a homebuilding company and a bank holding company focused on servicingthe automotive loan market. Outdoor Billboard Advertising. We currently own and operate approximately 3,200 billboard structures in the Southeast and Midwest United Statescontaining approximately 6,000 advertising faces, of which over 60 are digital displays. In addition, we hold options to build additional billboards in a few of thesestates. Over 95% of our billboards reside on leased parcels of property. The site lease terms generally range from one to 20 years and often come with renewaloptions. Many of our leases contain options to extend the lease so as to allow continuous operation for many years or exist in areas where we believe thatregulations make it probable a new lease will be signed prior to expiration on similar economic terms to existing leases. Bulletins are large, advertising structuresconsisting of panels on which advertising copy is displayed. On traditional billboards, the customer’s advertising copy is printed with computer-generated graphicson a single sheet of vinyl and wrapped around the billboard structure. Bulletins are usually located on major highways and target vehicular traffic. Advertisingcontracts are typically short-term to medium-term (e.g., one month to three years). We generally lease individually-selected bulletin space to advertisers for theduration of the contract. In addition to the traditional displays described above, we also have digital ad displays which generally come with shorter term adcontracts (one to twelve months). Outdoor billboards were estimated as a $4.7 billion market in the U.S. in 2020 based on industry trade journals. Other outdooradvertising solutions, including street furniture (for example, bus shelters and benches), transit and other new alternative advertising signs at sports stadiums,malls, airports and other locations account for approximately an additional estimated $1.4 billion in revenues in 2020 according to industry sources. There is noconcentration of industries to which we lease billboard space. Insurance Services. Suretyship insurance occurs when one party guarantees payment or performance by another party for an obligation or undertaking. Many obligations are guaranteed through surety bonds. Common types of surety bonds include commercial surety bonds and contract surety bonds. Suretyship isan integral part of the functioning of government and commerce. In many complex endeavors involving risk, a need exists to have a third party assure theperformance or obligations of one party to another party. Surety companies are the “third parties” that provide such financial assurances in return for premiumpayments. Surety bonds are provided in government bidding and contracting processes as well as for individuals obtaining various government licenses and forindividuals and businesses entering into apartment and office lease rentals. Various types of bonds are designed to insure that when a contractor bids on a project,and is awarded the project, that the project is completed for the amount of the bid, and that the contractors pay their subcontractors and suppliers. Surety bonds are regulated by state insurance departments. Surety insurance companies operate on a different business model than traditional casualtyinsurance. Surety is designed to prevent a loss. Though some losses do occur, surety premiums do not contain large provisions for loss payment. The surety takesonly those risks which its underwriting experience indicates are reasonable to assume based on its underlying experience. This service is for qualified individualsor businesses whose affairs require a guarantor. The surety views its underwriting as a form of credit, much like a lending arrangement, and places its emphasis onthe qualifications of the prime contractor or subcontractor to fulfill its obligations successfully, examining the contractor’s credit history, financial strength,experience, work in progress and management capability. After the surety assesses such factors, it makes a determination as to the appropriateness and the amount,if any, of surety credit. Surety insurers are highly regulated and scrutinized, through legal requirements for regular financial, market conduct and operational audits, and othermeans, in order to conduct business in the estimated $6.9 billion surety market, based on 2019 industry reports. Most surety companies, in turn, distribute suretybonds through licensed surety bond producers, licensed business professionals who have specialized knowledge of surety products, the surety market, and thebusiness strategies and underwriting differences among sureties. A bond producer can serve as an objective, external resource for evaluating a construction firm’scapabilities and, where necessary, can suggest improvements to help the construction firm meet a surety company’s underwriting requirements. Bond producerscompete based on their experience, reputation, and ability to issue bonds on behalf of sureties. In addition to acquiring UCS, we have acquired four suretybrokerage firms, The Warnock Agency, Inc., which we refer to as “Warnock,” Surety Support Services, Inc., which we refer to as “SSS,” Freestate Bonds, Inc.,which we refer to as “Freestate,” and South Coast Surety Insurance Services, LLC, which we refer to as “SCS.” UCS and these brokerage firms provide us withboth premium and commission revenue streams.Broadband Services. Our AireBeam and Utah Broadband businesses provide fiber connectivity to homes, business and community organizations incertain markets in Arizona and Utah. Driven by the rising demand for higher bandwidth and faster speed connections for a variety of industrial and residentialpurposes, fiber optic transmission is becoming more and more common in modern society. Fiber optic cables have a much greater bandwidth than metal cables.The significantly higher amount of information that can be transmitted per unit time of fiber over other transmission media is its most significant advantage. Also,an optical fiber offers low power loss, which allows for longer transmission distances. Fiber optic is generally less susceptible to electromagnetic interference, hasgreater capacity and weighs less than traditional metal wire connections. Also, fiber optic is made of glass, which can provide certain cost advantages overtraditional copper wire. Optical fiber is more difficult and expensive to install than copper wire and special equipment is required to test optical fiber. Fiber optic isalso highly susceptible to becoming cut or damaged during installation or construction activities. We believe that the demand for broadband services has increasedsignificantly since the COVID pandemic began and that this demand will continue to grow as more businesses and consumers rely on remote connectivity forwork, learning, telehealth and other connectivity needs and as new technologies expand the ability to digitally share information and services. 8Table of Contents Business Overview and Strategy Since present management took over in February 2015, we have engaged in (i) acquisitions and minority investments in outdoor billboard advertising,surety insurance, broadband service providers, commercial real estate services, homebuilding and a bank holding company, (ii) purchases of publicly tradedequity securities and (iii) in October 2020 served as the sponsor for an initial public offering for Yellowstone. Our strategy focuses on investing in companies andlines of business that have consistently demonstrated earnings power over time, with attractive pre-tax historical returns on tangible equity capital, and that webelieve are available at a reasonable price. ●Since present management took over in 2015 and as of December 31, 2020, our acquisitions and operations have been funded by equityinvestments, including our 2017 public offering, our two “at the market” offerings and our 2020 public offering pursuant to our shelf registrationstatement, private placements, and debt conversions totaling $423,648,471. ●In addition, in August 2019, our Link subsidiary entered into a bank term loan and revolving credit agreement under which Link and itssubsidiaries borrowed $18,060,000 secured by the assets of Link and its subsidiaries and may borrow additional sums under the agreement. InAugust 2020, additional sums in the amount of $5,500,000 were committed under the loan agreement. ●We have used a portion of these proceeds from these financings to acquire outdoor billboard assets in Alabama, Florida, Georgia, Illinois, Iowa,Kansas, Missouri, Nebraska, Nevada, Virginia, West Virginia and Wisconsin. We expect to continue to seek additional acquisitions in out-of-home advertising when they can be made at what we believe to be attractive prices relative to other opportunities generally available to us. Webelieve the billboard business offers the potential to provide a durable and growing cash flow stream over time. In addition, we believe multipleopportunities could exist in time for the industry at large including but not limited to: supply limitations, demand growth, opportunity to convertstatic billboard faces to digital applications when the economics are favorable, opportunity to purchase perpetual easements or land beneath ourstructures, and the low relative cost per impression of the advertising medium. ●We have also used the proceeds of these financings to organize GIG and to complete the acquisitions of Warnock, SSS, Freestate, and SCS, allsurety insurance brokerage firms, and to complete the acquisition of UCS, a surety insurance company. ●In March 2020, we acquired substantially all of the assets of FibAire, a broadband service provider located in Arizona, and in December 2020 weacquired substantially all of the assets of UBB, a broadband service provider located in Utah. ●To date, we have invested $19 million in the parent company of Crescent, a bank providing retail and business banking services in the subprimeautomobile lending market. ●We have previously invested $22 million in equity financing in DFH, of which $12 million was in preferred stock which was redeemed in 2020.DFH is a national homebuilder that also provides related services and completed an IPO in January 2021. ●We have also made an investment in a commercial real estate management services company headquartered in Las Vegas, Nevada, a related realestate asset management company, and shorter-term investments in a Nevada company that invests in commercial retail centers and tworesidential real estate development projects in Colorado. ●In 2020, we sponsored and invested approximately $7.8 million in Yellowstone, a special purpose acquisition company, or "SPAC" dedicated topursuing a business combination in an industry other than the three industries in which we currently own and operate businesses: outdooradvertising, surety insurance and broadband services businesses. ●In addition, from time to time, we invest a portion of our available cash in public equity securities and shorter term debt securities. In addition toour existing business lines, we are actively reviewing opportunities to acquire businesses in new fields which have the potential to providedurable revenues, broad customer bases and where ideally the target's business benefits from some business, legal or financial barriers to entryfrom future competitors. We source acquisitions both internally via phone calls, research or mailings, business relationships developed over time and also by receipt of targetacquisition opportunities from a number of brokers and other professionals. We seek acquisitions consistent with our growth strategy, but there can be no assurancethat we will consummate acquisitions pursuant to outstanding letters of intent or acquire any additional billboard assets, surety brokerage firms, broadband serviceproviders, or minority investments in any other businesses. 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. We are also seeking opportunities to acquire otherbusinesses or a significant interest in existing businesses. We look to acquire businesses in their entirety that have consistently demonstrated earnings power overtime, with attractive pretax historical returns on tangible equity capital, and that are available at a reasonable price. However, we may consider minority positionsand stock issuances when the economics are favorable. In certain circumstances, we may enter lines of business directly when the opportunities and economics ofdoing so are favorable in comparison to acquisitions. 9Table of Contents Outdoor Billboard Advertising. We seek to capitalize on our growing network and diversified geographical and product mix to grow revenues. Wecurrently own approximately 3,200 billboard structures containing approximately 6,000 advertising faces in Alabama, Florida, Georgia, Illinois, Iowa, Kansas,Missouri, Nebraska, Nevada, Virginia, West Virginia and Wisconsin. Each of our billboard structures may have one to four faces. We believe the outdooradvertising business offers attractive industry fundamentals which we hope to utilize and leverage as we plan to continue to grow our presence in the UnitedStates. We hope that our growing presence will be an attractive tool in identifying and attracting both local and national advertisers. We work with our customersto enable them to better understand how our billboards can successfully reach their target audiences and promote their advertising campaigns. Our long-termstrategy for our outdoor advertising businesses includes pursuing digital display opportunities where appropriate, while simultaneously utilizing traditionalmethods of displaying outdoor advertisements, and with a goal of consolidating fragmented markets where applicable. Digital displays offer the opportunity to link electronic displays through centralized computer systems to instantaneously and simultaneously changeadvertising copy on a large number of displays. The ability to change copy by time of day and quickly change messaging based on advertisers’ needs createsadditional flexibility for our customers. However, digital displays require more capital to construct and maintain compared to traditional bulletins and increase thesupply of advertising faces in a market. We currently deploy over 60 digital billboards. Our local production staffs provide many of our customers a range of services required to create and install advertising copy. Production work includescreating the advertising copy design and layout, coordinating its printing with outside printing firms and installing the copy on the billboard face. We providecreative services to smaller advertisers and to advertisers not represented by advertising agencies. National advertisers often use preprinted designs that requireonly installation. Our creative and production personnel typically develop new designs or adapt copy from other media for use on our inventory. Our creative staffalso can assist in the development of marketing presentations, demonstrations, and strategies to attract new clients. We typically own the physical structures on which our clients’ advertising copy is displayed. We acquire new structures from third parties on sites weeither lease or own or for which we have acquired permanent easements. We generally have limited or no responsibilities to maintain the land on which thebillboard is sited. The site lease terms generally range from one to 20 years and often come with renewal options or exist in areas where we believe that regulationsmake it probable a new lease will be signed prior to expiration on similar economic terms to existing leases. In addition to the site lease, we must obtain a permitto build and operate the sign. Permits are typically issued in perpetuity by the state or local government and typically are transferable or renewable for a minimal orno fee. Traditional bulletin and poster advertising copy is printed with computer generated graphics to form a single sheet of vinyl. These advertisements are thentransported to the site and wrapped around the face of the structure. Our billboard lease costs in 2020 and 2019 were $6,119,523 and $ 6,238,827, respectively. Insurance Operations. UCS has specialized in providing surety bonds since 1989. UCS is an authorized insurance carrier rated A- (“Excellent”) by A.M.Best and is approved by the United States Department of the Treasury (570 Circular). UCS is currently licensed to conduct business in all 50 states and the Districtof Columbia. In addition to issuing traditional construction bonds for contractors and subcontractors, UCS offers a wide array of miscellaneous, license and permitbonds that protect consumers from the business activities of our customers or provide assurance to counterparties that our insureds will fulfill licensurerequirements or faithfully remit monies owed. We also operate SCS and Warnock, brokers with clients nationwide, and SSS, another surety insurance brokeragewith clients concentrated in several Midwestern states. We seek to reduce our risk by limiting policy amounts, following extensive underwriting processes, reviewing dashboards of critical metrics, andpurchasing reinsurance coverage. Our underwriting process considers a number of factors, including the financial health of the customer, the customer’s operatinghistory, the type of obligation, the geographic territory where the contract is being issued, the language of the bond and the subject contract, and, if appropriate, acustomer’s pledge of collateral to reduce the risk in the event of a default. Historically, claims on surety bonds are limited by the extensive underwriting analysisundertaken before a risk is agreed to, forms of security provided upon the bond’s issuance, and by the legal ability to pursue the customer obtaining the surety bondfor recovery of amounts paid due to a claim. A significant portion of our business in 2019 and 2020 was selling bonds securing rental payments due to landlords,primarily in the greater New York city area. Due to the COVID-19 pandemic, we suspended issuing these surety bonds and increased our loss reserves forpotential claims. A surety’s right of indemnification contrasts with property and casualty, or life insurance coverages, where no such recovery right exists. Unlikeother insurance, surety insurance losses are commonly limited by the indemnity obligations of the insured, collateral provided by the insured at the time ofissuance, or the insurance company’s contractual right to uncollected funds from construction projects on which it has issued a bond and steps in for the insured. Broadband Services. We seek to capitalize on the growing demand for rural internet access and increased bandwidth capacity as the economy shiftstowards increased consumer demand and telecommuting work arrangements. AireBeam and Utah Broadband operate in several underserved communities inArizona and Utah that need higher speed and greater internet capacity. Our strategy is to grow our presence in the rural broadband business as we expect manymore communities to demand increasingly more bandwidth to their homes and businesses than their current service offering can reliably provide. Within certainmarkets, we believe that fiber-to-the-home has the potential to be a long-lived asset that fits into our objective to invest in what we believe are durable businessesthat have the potential to achieve favorable after-tax returns on invested capital. Recent studies suggest that a large proportion of homes in the United States havenot connected to high speed broadband services as their communities lack all-fiber connectivity. We believe that the combination of the rural broadband businessmodels of FibAire and Utah Broadband we acquired together with our stronger balance sheet provides a competitive platform to bring fiber-to-the-home toadditional communities in Arizona and Utah and other similarly situated communities in other states. We have already entered into a contract with one homebuilder to bring fiber-to-the-home in a large residential development under construction and expect to expand this to other developments in the future. We believethat the fiber-to-the-home market shares similar qualities with our billboard and surety insurance markets in providing a diversified customer base in marketswhich impose some obstacles to competitors. We also believe that many broadband systems are owned by a significant number of small operators which may beinterested in being acquired, providing us the potential for continued future growth in the broadband internet provider market. 10Table of Contents Competition Outdoor Billboard Advertising. The outdoor advertising industry in the United States consists of several large companies, and three companies, ClearChannel Outdoor Holdings, Inc., Outfront Media, Inc. and Lamar Advertising Company, own a majority of all outdoor billboards. These companies are estimatedto generate more than 50% of the industry’s total revenues and several industry sources estimate that there are many other smaller companies serving the remainderof the market, providing a potentially significant source of billboards which may be acquired in the future. Part of our strategy is to acquire certain of the smallerand medium sized competitors in markets we deem desirable to advertisers. We also compete with other advertising media in our respective markets, includingbroadcast and cable television, radio, print media, direct mail, online and other forms of advertisement. Outdoor advertising companies compete primarily based ontheir ability to reach consumers, which is driven by location of the display. Insurance Operations. Our insurance business operates in an environment that is highly competitive and very fragmented. We compete with other globalinsurance and reinsurance providers, including but not limited to Travelers, Liberty Mutual, Zurich Insurance Group, Lloyds, and CNA Insurance Group, as well asnumerous specialist, regional and local firms in almost every area of our business. These companies may market and service their insurance products throughintermediaries, or directly without the assistance of brokers or agents. We also compete with other businesses that do not fall into the categories above that providerisk-related services and products. Broadband Services. Our broadband services businesses provide high-speed internet connectivity and are aimed at rural and other underservedcommunities that need higher speed and greater internet capacity. In the future, leading cable operators, such as Comcast, Charter Communications and AlticeUSA, and other competitors may seek to enter the markets we serve. In addition, we may face competition from 5G in the home and other services incorporatingnew technologies. Technological changes are further intensifying and may challenge existing business models. Our internet services are expected to compete withwireless phone companies, satellite and other broadband providers as well as wireline phone companies and other providers of wireline internet service and othersseeking to build fiber-based network infrastructure. Employees As of March 1, 2021, we had 217 employees, of which 87 were in billboard operations, 86 were in broadband operations, 39 were in insuranceservices and five were in administrative or corporate related activities. Of the 217 employees, three employees in broadband operations and one employee inadministrative or corporate related activities were part time. The rest of our employees were full time. None of our employees are subject to collective bargainingagreements. We believe that our relationship with our employees is good. Information Systems We rely on our information systems to manage our daily business activities, interact with customers and vendors, manage our digital billboard displays,and market our services. We have outsourced certain technology and business process functions to third parties and may increasingly do so in the future. We havealso hired individuals responsible for maintaining and improving our information systems and for developing systems to protect both our information and that ofour customers. In order to reduce the risk of unintended disclosure of customer information, our separate business groups operate different information systems fortheir customer interactions. Our outsourcing of certain technology and business process functions to third parties and our reliance on our use of our informationsystems may expose us to increased risk related to data security, service disruptions or the effectiveness of our control system. We also maintain certain levels ofinsurance designed to provide some coverage in the event of any damages arising from a breach of our computer security systems. 11Table of Contents Regulation of Our Advertising Business The outdoor advertising industry in the United States is subject to governmental regulation at the federal, state and local levels. These regulations mayinclude, among others, restrictions on the construction, repair, maintenance, lighting, upgrading, height, size, spacing and location and permitting of and, in someinstances, content of advertising copy being displayed on outdoor advertising structures. We generally do not incur material costs related to compliance withenvironmental laws in our advertising business. From time to time, legislation has been introduced attempting to impose taxes on revenue from outdoor advertising or for the right to use outdooradvertising assets. Several jurisdictions have imposed such taxes as a percentage of our outdoor advertising revenue generated in that jurisdiction. In addition,some jurisdictions have taxed our personal property and leasehold interests in advertising locations using various valuation methodologies. In certaincircumstances, such as our current Tampa operations, when we lease space from a governmental authority, we may enter into revenue sharing agreements with theauthority, and in other circumstances we will manage third party billboards in connection with revenue sharing agreements. We expect jurisdictions to continue totry to impose such taxes and other fees as a way of increasing revenue. In recent years, outdoor advertising also has become the subject of targeted taxes and fees. These laws may affect prevailing competitive conditions in our markets in a variety of ways. Such laws may reduce our expansion opportunities or may increaseor reduce competitive pressure from other members of the outdoor advertising industry. No assurance can be given that existing or future laws or regulations, andthe enforcement thereof, will not materially and adversely affect the outdoor advertising industry. In the United States, federal law, principally the Highway Beautification Act, which we refer to as the “HBA,” regulates outdoor advertising on Federal-Aid Primary, Interstate and National Highway Systems roads within the United States, which we refer to as “controlled roads.” The HBA regulates the size andplacement of billboards, requires the development of state standards, mandates a state’s compliance program, promotes the expeditious removal of illegal signs andrequires just compensation for takings. To satisfy the HBA’s requirements, all states have passed billboard control statutes and regulations that regulate, among other things, construction, repair,maintenance, lighting, height, size, spacing and the placement and permitting of outdoor advertising structures. We are not aware of any state that has passedcontrol statutes and regulations less restrictive than the prevailing federal requirements on the federal highway system, including the requirement that an ownerremove any non-grandfathered, non-compliant signs along the controlled roads, at the owner’s expense and without compensation. Local governments generallyalso include billboard control as part of their zoning laws and building codes regulating those items described above and include similar provisions regarding theremoval of non-grandfathered structures that do not comply with certain of the local requirements. As part of their billboard control laws, state and local governments regulate the construction of new signs. Some jurisdictions prohibit new construction,some jurisdictions allow new construction only to replace or relocate existing structures and some jurisdictions allow new construction subject to the variousrestrictions discussed above. In certain jurisdictions, restrictive regulations also limit our ability to relocate, rebuild, repair, maintain, upgrade, modify or replaceexisting legal non-conforming billboards. U.S. federal law neither requires nor prohibits the removal of existing lawful billboards, but it does mandate the payment of compensation if a state orpolitical subdivision compels the removal of a lawful billboard along the controlled roads. In the past, state governments have purchased and removed existinglawful billboards for beautification purposes using federal funding for transportation enhancement programs, and these jurisdictions may continue to do so in thefuture. From time to time, state and local government authorities use the power of eminent domain and amortization to remove billboards. Amortization is therequired removal of legal non-conforming billboards (billboards which conformed with applicable laws and regulations when built, but which do not conform tocurrent laws and regulations) or the commercial advertising placed on such billboards after a period of years. Pursuant to this concept, the governmental bodyasserts that just compensation is earned by continued operation of the billboard over that period of time. Although amortization is prohibited along all controlledroads, amortization has been upheld along non-controlled roads in limited instances where permitted by state and local law. We may expand the deployment of digital billboards in markets and in specific locations we deem appropriate and where the placement of these digitaldisplays is permitted by government agencies regulating their locations. We are aware of some existing regulations in the U.S. that restrict or prohibit these typesof digital displays. However, since digital technology for changing static copy has only recently been developed and introduced into the market on a large scale,and is in the process of being introduced more broadly, existing regulations that currently do not apply to digital technology by their terms could be revised toimpose greater restrictions. These regulations, or actions by third parties, may impose greater restrictions on digital billboards due to alleged concerns overaesthetics or driver safety. 12Table of Contents Regulation of Our Insurance Business GIG and its subsidiaries transact their insurance business in all 50 U.S. states and the District of Columbia and are subject to regulation in the variousstates and jurisdictions in which they operate. The extent of regulation varies, but generally derives from statutes that delegate regulatory, supervisory andadministrative authority to a department of insurance in each state and jurisdiction. The regulation, supervision and administration relate, among other things, tostandards of solvency that must be met and maintained, the licensing of insurers and their agents, the nature of and limitations on investments, premium rates,restrictions on the size of risks that may be insured under a single policy, reserves and provisions for unearned premiums, losses and other obligations, deposits ofsecurities for the benefit of policyholders, approval of policy forms and the regulation of market conduct, including the use of credit information in underwriting aswell as other underwriting and claims practices. State insurance departments also conduct periodic examinations of the financial condition and market conduct ofinsurance companies and require the filing of financial and other reports on a quarterly and annual basis. Nebraska, the state of domicile for UCS, may also limitthe payment of dividends from UCS to GIG and us and, as a result, to our stockholders if and when we declare a dividend from the operations of UCS and/or GIGand its other operating subsidiaries. GIG and its subsidiaries and/or certain of our designated employees must be licensed to act as agents, brokers and intermediaries by state regulatoryauthorities in the locations in which we conduct business. Regulations and licensing laws vary by individual state location and are often complex. The applicablelicensing laws and regulations in all states are subject to amendment or reinterpretation by regulatory authorities, and such authorities are vested in most cases withrelatively broad discretion as to the granting, revocation, suspension and renewal of licenses. We endeavor to monitor the licensing of GIG, its subsidiaries and ouremployees, but the possibility exists that GIG and its subsidiaries and/or certain of our designated employees could be excluded or temporarily suspended fromcarrying on some or all of our activities in, or could otherwise be subjected to penalties by a particular jurisdiction. Rate and Rule Approvals. GIG’s domestic insurance subsidiaries are subject to each state’s laws and regulations regarding rate, form, and rule approvals.The applicable laws and regulations generally establish standards to ensure that rates are not excessive, inadequate, unfairly discriminatory or used to engage inunfair price competition. An insurer’s ability to adjust rates and the relative timing of the process are dependent upon each state’s requirements. Many states haveenacted variations of competitive ratemaking laws, which allow insurers to set certain premium rates for certain classes of insurance without having to obtain theprior approval of the state insurance department. Requirements for Exiting Geographic Markets and/or Canceling or Nonrenewing Policies. Several states have laws and regulations which may impactthe timing and/or the ability of an insurer to either discontinue or substantially reduce its writings in that state. These laws and regulations typically require priornotice, and in some instances insurance department approval, prior to discontinuing a line of business or withdrawing from that state, and they allow insurers tocancel or non-renew certain policies only for certain specified reasons. Insurance Regulatory Information System. The National Association of Insurance Commissioners, which we refer to as “NAIC,” developed theInsurance Regulatory Information System, which we refer to as “IRIS,” to help state regulators identify companies that may require regulatory attention. Financialexaminers review annual financial statements and the results of key financial ratios based on year-end data with the goal of identifying insurers that appear torequire immediate regulatory attention. Each ratio has an established “usual range” of results. A ratio result falling outside the usual range, however, is notnecessarily considered adverse; rather, unusual values are used as part of the regulatory early monitoring system. Furthermore, in some years, it may not be unusualfor financially sound companies to have several ratios with results outside the usual ranges. Generally, an insurance company may become subject to regulatoryscrutiny or, depending on the company’s financial condition, regulatory action if certain of its key IRIS ratios fall outside the usual ranges and the insurer’sfinancial condition is trending downward. Risk-Based Capital Requirements. The NAIC has a risk-based capital, which we refer to as “RBC,” requirement for most property and casualty insurancecompanies, which determines minimum capital requirements and is intended to raise the level of protection for policyholder obligations. UCS is subject to theseNAIC RBC requirements based on laws that have been adopted by individual states. These requirements subject insurers having policyholders’ surplus less thanthat required by the RBC calculation to varying degrees of regulatory action, depending on the level of capital inadequacy. Investment Regulation. Insurance company investments must comply with applicable laws and regulations which prescribe the kind, quality andconcentration of investments. In general, these laws and regulations permit investments in federal, state and municipal obligations, corporate bonds, certainpreferred and common equity securities, mortgage loans, real estate and certain other investments, subject to specified limits and certain other qualifications. Ifcertain investments fail to meet these criteria, these investments may be excluded or limited in calculating our compliance in meeting these and other testingcriteria. 13Table of Contents Regulation of Our Broadband Business Many but not all of our services and networks are regulated by the Federal Communications Commission, which we refer to as the “FCC”, and by stateand local governments. Whether our networks or our services are regulated or unregulated depends on numerous factors, including but not limited to whether weoffer telecommunications service, as defined in state and federal laws, or cable service. The construction and maintenance of our fiber optic networks may facelocal regulation that can adversely impact the timing or our deployment. Certain of our services that are provided via wireless transmission require FCC licensesand our local video and other services often require local government franchises, which we refer to as "franchises." The local franchises often impose certainobligations to build out the network and require payment of fees to the local government, which fees are often are based on a percentage of gross revenues. Inprivate communities and mobile home parks, we may be required to obtain the consent of the homeowners association or other property owners to provideservices, and we often have to pay a fee to obtain access to the property and provide our services. Finally, to deploy our networks, we frequently must obtainagreements from local power utilities to use their poles and in some cases easements from landowners. Acquisition and Financing Strategy Acquisition Selection. Our management will have broad discretion in identifying and selecting prospective target acquisitions. In evaluating aprospective target acquisition, our management will consider, among other factors, the following: ●Management’s understanding of the business and its competitive environment; ●Management’s view of the business durability, capital intensity, and prospective returns on the capital employed over time; ●Management’s assessment of the financial attractiveness of a particular target relative to other available targets; and ●Capital requirements and management’s assessment of the ability to finance a particular target. Issuance of senior and additional securities. To the extent that our Board of Directors determines to obtain additional capital, it may issue debt or equitysecurities. Existing stockholders have no preemptive rights to common or preferred stock issued in any securities offering by us, and any such offering mightcause a dilution of a stockholder’s investment in our Company. In June 2017, pursuant to a Registration Statement on Form S-1 (File No. 333-216040) declared effective on June 15, 2017, we commenced the 2017public offering for 6,538,462 shares of our Class A common stock at $13.00 per share that raised gross proceeds of $97,049,446. Cowen acted as the soleunderwriter and received a discount of 4.4853% per share. We also granted Cowen a 30-day option to purchase up to an additional 980,769 shares of Class Acommon stock, pursuant to which an additional 926,880 shares were sold. We received aggregate net proceeds from the offering of approximately $91,432,110after deducting underwriting discounts and commissions and offering expenses payable by us. None of the underwriting discounts and commissions or offeringexpenses were incurred or paid to any director or officer of ours, to any of their associates, to persons owning 10% or more of our common stock or to anyaffiliates of ours. On February 22, 2018, we entered into a Class A Common Stock Purchase Agreement, pursuant to which the Company sold to MBOC I, MBOC II, andBBOC $150,000,000 in unregistered shares of Class A common stock at a price of $23.30, a slight premium to the closing price of shares of Class A commonstock of $23.29 on the NASDAQ Capital Market, as reported by NASDAQ on the date of the Class A Common Stock Purchase Agreement. The Class A CommonStock Purchase Agreement was approved by an independent special committee of our Board of Directors with the advice of independent legal counsel and anindependent investment banking firm which provided a fairness opinion to the special committee. The closing of the first tranche of shares sold under theagreement occurred on March 6, 2018, consisting of a total of 3,300,000 shares resulting in total gross proceeds of $76,890,000. The closing of the second trancheof shares sold under the agreement occurred on May 15, 2018, consisting of a total of 3,137,768 shares resulting in total gross proceeds of approximately$73,110,000. Commencing in February 2021, the limited partners of these funds may begin to have their shares registered on a demand and/or piggyback basis, forresale or receive shares held in these funds as a distribution. Additionally, in February 2018, we filed a shelf Registration Statement on Form S-3 (File No. 333-222853) that was declared effective on February 9,2018, relating to the offering of Class A common stock, preferred stock, debt securities and warrants of the Company for up to $200,000,000. On March 2, 2018,the Company entered into a Sales Agreement with Cowen, pursuant to which the Company sold from time to time in an “at the market” offering a total of$49,999,625 of shares of Class A common stock through Cowen as sales agent. Sales under the “at the market” offering were made pursuant to a prospectussupplement, filed with the SEC on March 2, 2018, to the Company’s shelf Registration Statement on Form S-3, declared effective by the SEC on February 9,2018. This shelf registration statement recently expired and we expect to shortly file a new shelf registration statement to access capital on an as needed basis. From March 2018 through August 20, 2019, we sold through Cowen an aggregate of 2,141,452 shares of our Class A common stock under this “at themarket” offering, resulting in gross proceeds to us of $49,999,625. For the period from January 1, through August 20, 2019, we sold through Cowen 942,223shares of our Class A common stock under this at-the-market offering, resulting in gross proceeds to us of $22,753,943 and net proceeds of $22,059,015 afteroffering costs of $694,928. 14Table of Contents On August 13, 2019, we entered into a second Sales Agreement with Cowen, which has subsequently expired, relating to the sale of additional shares ofour Class A common stock to be offered. In accordance with the terms of the second Sales Agreement, we could offer and sell from time to time up to $75,000,000of shares of our Class A common stock through Cowen acting as our agent. Cowen was not required to sell any specific amount of securities, but will act as oursales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Cowen and us. Thecompensation to Cowen for sales of Class A common stock sold pursuant to the Sales Agreement was an amount equal to 3% of the gross proceeds of any sharesof Class A common stock sold under the Sales Agreement. From August 21, 2019 through December 31, 2019, we sold through Cowen 448,880 shares of ourClass A common stock under the second “at the market” offering, resulting in gross proceeds to us of $9,450,789 and net proceeds of $9,122,227, after offeringcosts of $328,562. During fiscal year 2020, we sold through Cowen 40,455 shares of our Class A common stock under the second “at the market” offering,resulting in gross proceeds to us of $669,751 and net proceeds of $649,659, after offering costs of $20,092. We have provided Cowen with customaryindemnification and contribution rights under each Sales Agreement. In connection with sales of Class A common stock on our behalf, Cowen is deemed to be an“underwriter” within the meaning of the Securities Act and the compensation paid to Cowen is deemed to be underwriting commissions or discounts. On May 28, 2020, we entered into the underwriting agreement with Wells Fargo Securities, LLC and Cowen as joint lead book-running managers for apublic offering of 3,200,000 shares of our Class A common stock at a public offering price of $16.00 per share. Under the terms of the underwriting agreement, wegranted the underwriters an option, exercisable for 30 days, to purchase up to an additional 480,000 shares of Class A common stock at the public offering priceless underwriting discounts and commissions. Adam Peterson and Alex Rozek, our Co-Chairmen, together with another member of our board of directors andanother employee, purchased, directly or through their affiliates, an aggregate of 39,375 shares of Class A common stock in the offering at the public offeringprice. On June 2, 2020, we announced the completion of the public offering for a total of 3,680,000 shares, resulting in total gross proceeds to us of $58,880,000.We raised this capital to fund the planned expansion of our fiber-to-the-home broadband business, to seek to grow our Link billboard business through theacquisitions of additional billboard businesses, and for general corporate purposes. The shares were sold in the offering pursuant to the Company’s shelfregistration statement on Form S-3 (File No. 333-222853) that was declared effective on February 9, 2018, as supplemented by a prospectus supplement dated May28, 2020. Borrowing of money. On August 12, 2019, Link Media Holdings, Inc., (“Link”), our wholly owned subsidiary, which owns and operates our billboardbusinesses, entered into a Credit Agreement (the “Credit Agreement”) with First National Bank of Omaha (the “Lender”) under which Link could borrow up to$40,000,000 (the “Credit Facility”). The Credit Agreement provides for an initial term loan (“Term Loan 1”), an incremental term loan (“Term Loan 2”) and arevolving line of credit. These loans are secured by all assets of Link and its operating subsidiaries, including a pledge of equity interests of each of Link’ssubsidiaries. In addition, each of Link’s subsidiaries has joined as a guarantor to the obligations under the Credit Agreement. These loans are not guaranteed by usor any of our non-billboard businesses. As of December 31, 2020, Link borrowed $18,060,000 through Term Loan 1 and $5,500,000 through Term Loan 2 under the Credit Facility. Principalamounts under each of Term Loan 1 and Term Loan 2 are payable in monthly installments according to a 15-year amortization schedule. These principal paymentscommenced on July 1, 2020 for Term Loan 1 and on October 1, 2020 for Term Loan 2. Both term loans are payable in full on August 12, 2026. Term Loan 1 andTerm Loan 2 have fixed interest rates of 4.25% and 3.375%, respectively, per annum. The revolving line of credit loan facility has a $5,000,000 maximum availability. Interest payments are based on the 30-day LIBOR rate plus anapplicable margin ranging between 2.00 and 2.50% dependent on Link’s consolidated leverage ratio. The revolving line of credit is due and payable on August 11,2021. Long-term debt included within our consolidated balance sheet as of December 31, 2020 consists of Term Loan 1 and Term Loan 2 borrowings of$23,057,650, of which $1,282,504 is classified as current. There were no amounts outstanding related to the revolving line of credit as of December 31, 2020 and2019. During the term of the Credit Facility, Link is required to comply with the following financial covenants: A consolidated leverage ratio for any test periodending on the last day of any fiscal quarter of Link (a) beginning with the fiscal quarter ending December 31, 2019 of not greater than 3.50 to 1.00, (b) beginningwith the fiscal quarter ending December 31, 2020 of not greater than 3.25 to 1.00, and (c) beginning with the fiscal quarter ending December 31, 2021 andthereafter, of not greater than 3.00 to 1.0; minimum consolidated fixed charge coverage ratio of not less than 1.15 to 1.00 measured quarterly, based onrolling four quarters, with testing to commence as of December 31, 2019 based on the December 31, 2019 audited financial statements. The Company was incompliance with these covenants as of December 31, 2020. The Credit Agreement includes representations and warranties, reporting covenants, affirmative covenants, negative covenants, financial covenants andevents 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 ofcertain insolvency and bankruptcy events of default the loans will automatically accelerate. As of December 31, 2020, we had approximately $45 million in unrestricted cash and $38 million short-term treasury securities. We also expect tocontinue to sell additional shares of our Class A common stock in the “at the market” offering if we deem the pricing attractive relative to our potential uses ofcapital. We currently expect that our current cash will be sufficient to fund existing operations for at least the next 12 months. Depending on the amount ofsignificant acquisitions and investments we make, we may need to raise additional financing to make additional acquisitions and/or investments and expect to file anew shelf registration statement. We may in the future use a number of different sources to finance our acquisitions and operations, including cash flows from operations, seller financing,private financings (such as bank credit facilities, which may or may not be secured by our assets), additional common or preferred equity issuances or anycombination 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 andissuance of debt securities. Any debt that we incur may be recourse or non-recourse and may be secured or unsecured. We also may take advantage of joint ventureor other partnering opportunities as such opportunities arise in order to acquire properties that would otherwise be unavailable to us. 15Table of Contents We may use the proceeds of any future borrowings to acquire assets or for general corporate purposes. We expect to use leverage on terms we findattractive, assessing the appropriateness of new equity or debt capital based on market conditions, including assumptions regarding future cash flow, thecreditworthiness of customers and future rental rates. Our certificate of incorporation, which, as amended from time to time, we refer to as our “certificate ofincorporation” and bylaws, which, as amended from time to time, we refer to as our “bylaws,” do not limit the amount of debt that we may incur. Our Board ofDirectors 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 theamount 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 economicconditions, relative costs of debt and equity capital, market values of our properties, general conditions in the market for debt and equity securities, fluctuations inthe market price of our common stock if then trading on any exchange, growth and acquisition opportunities and other factors. Our decision to use leverage in thefuture 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 governingdocuments or otherwise in the amount of leverage that we may use. Purchase and sale (or turnover) of acquired businesses. We do not currently intend to dispose of any of our properties in the near future as our strategyis to acquire assets which have the potential to generate significant cash flow over an extended period of time. However, we reserve the right to do so if, basedupon management’s periodic review of our portfolio, our Board of Directors determines that such action would be in our best interest. Offering of securities in exchange for property. We may in the future issue shares of common stock in connection with acquisitions of otherbusinesses. For issuances of shares in connection with acquisitions, our Board of Directors will determine the timing and size of the issuances. Our Board ofDirectors intends to use its reasonable business judgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any such issuance,including its determination of whether the issuance is accretive to intrinsic value. Nonetheless, future issuances of additional shares could cause immediate andsubstantial dilution to the net tangible book value of shares of our Class A common stock issued and outstanding immediately before such transaction. In addition,we may have sellers rollover a portion of their equity holdings into an equity holding in the newly acquired business. In those situations, we may provide the sellerwith an option to put its holding to us and similarly, we may have an option to purchase the rollover equity stake. Any future decrease in the net tangible bookvalue of such issued and outstanding shares could materially and adversely affect the market value of shares of our Class A common stock Available Information You can find more information about us at our Internet website located at www.bostonomaha.com. Our Annual Report on Form 10-K, our QuarterlyReports on Form 10-Q, our Current Reports on Form 8-K and any amendments to those reports are available free of charge through our website as soon asreasonably practicable after we electronically file such material with, or furnish such material to, the SEC. The contents of our website are not deemed to be part ofthis Annual Report on Form 10-K or any of our other filings with the SEC. We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other information with the SEC. The SEC alsomaintains a website that contains these reports, proxy and information statements and other information regarding issuers, including us, that file electronically withthe SEC. The address of that site is https://www.sec.gov. 16Table of Contents Item 1A. Risk Factors. An investment in shares of our common stock is highly speculative and involves a high degree of risk. You should carefully consider all of the risksdiscussed below, as well as the other information contained in this Annual Report. If any of the following risks or uncertainties actually occur, our business,financial condition, results of operations, cash flow and prospects could be materially adversely affected. Additional risks or uncertainties not currently known tous, or that we deem immaterial, may also have a material adverse effect on our business financial condition, results of operations or prospects. We cannot assureyou that any of the events discussed in the risk factors below will not occur. In that case, the market price of our Class A common stock could decline and you maylose all or a part of your investment. Risks 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. We have incurred losses from operations in each year since our formation in 2009. Our net loss from operations for the fiscal years ended December 31,2020 and 2019 was $4.0 million and $12.4 million, respectively. We have funded our operations to date principally from the sale of securities. In addition, as weacquire other businesses, we incur ongoing depreciation and amortization charges, which are typically spread over a number of years, as well as the costs ofcompleting such acquisitions, which are expensed as incurred. In the three fiscal years ending December 31, 2020, we spent over $190 million on acquisitionswhich will generate significant depreciation and amortization charges. For these reasons, we may continue to incur significant losses. These losses, among otherthings, have had and will continue to have an adverse effect on our stockholders’ equity and working capital and we cannot assure you that we will be able to besuccessful in implementing our business strategy. Our failure to successfully identify and complete future acquisitions of assets or businesses could reduce future potential earnings, reduce available cash andslow our anticipated growth. The acquisition of assets or businesses that we believe to be valuable to our business is an important component to our business strategy. Our experiencein acquiring companies has been relatively limited to date. We believe that a wide variety of acquisition opportunities may arise from time to time, and that anysuch acquisition could be significant. At any given time, discussions with one or more potential sellers may be at different stages, including negotiations followingthe execution of nonbinding letters of intent. However, any such discussions, including the execution of nonbinding letters of intent, may not result in theconsummation of an acquisition transaction, and we may not be able to identify or complete any acquisitions. The costs and benefits of future acquisitions areuncertain. In addition, the market and industry reception to our acquisitions, or lack thereof, may not be positive, and is out of our control. We cannot predict theeffect, if any, that any announcement or consummation of an acquisition would have on the trading price of our Class A common stock. If we identify appropriateacquisition targets, we may be unable to acquire businesses on terms that we consider acceptable due to a variety of factors, including competition from otherstrategic buyers or financial buyers, some of which may have more experience or more access to capital than we do. Our business is capital intensive and any such transactions could involve the payment by us of a substantial amount of cash. We may need to raiseadditional capital through public or private debt or equity financings to execute our growth strategy and to fund acquisitions. Adequate sources of capital may notbe available when needed on acceptable terms, or at all. If we raise additional capital by issuing additional equity securities, existing stockholders may be diluted.Acquisitions could also result in us incurring additional debt and contingent liabilities and fluctuations in quarterly results and expenses. If our capital resources areinsufficient at any time in the future, we may be unable to fund acquisitions, take advantage of business opportunities or respond to competitive pressures, any ofwhich could harm our business. Any future acquisitions could present a number of risks, including but not limited to the risk of using management time and resources to pursueacquisitions that are not successfully completed, the risk of incorrect assumptions regarding future results of acquired operations, and the risk of diversion ofmanagement’s attention from existing operations or other priorities. Future acquisitions can also be expected to generate additional depreciation and amortizationcharges which may contribute to losses. Acquisitions may never meet our expectations. If we are unsuccessful in identifying and completing acquisitions of other operations or assets, our financial condition could be adversely affected and wemay be unable to implement an important component of our business strategy successfully. 17Table of Contents We may have difficulty integrating the operations of companies or businesses that we may acquire and may incur substantial costs in connection therewith. A significant component of our growth strategy is the acquisition of other operations. The process of integrating the operations of an acquired companymay create unforeseen operating difficulties and expenditures. The key areas where we may face risks and uncertainties include: ●disruption of ongoing business, diversion of resources and of management time and focus from operating our business to acquisitions and integrationchallenges; ●our ability to achieve anticipated benefits of acquisitions by successfully marketing the service offerings of acquired businesses to our existingpartners and customers, or by successfully marketing our existing service offerings to customers and partners of acquired businesses; ●the negative impact of acquisitions on our results of operations as a result of large one-time charges, substantial debt or liabilities acquired orincurred, litigation, amortization or write down of amounts related to deferred compensation, goodwill and other intangible assets, or adverse taxconsequences, substantial depreciation or deferred compensation charges; ●the inability to generate sufficient revenue to offset acquisition costs; ●the need to ensure that we comply with all regulatory requirements in connection with and following the completion of acquisitions; ●the possibility of acquiring unknown or unanticipated contingencies or liabilities; ●retaining employees and clients and otherwise preserving the value of the assets of the businesses we acquire; ●the need to integrate each acquired business’s accounting, information technology, human resource and other administrative systems to permiteffective management; and ●the need to implement or remediate appropriate controls, procedures and policies at companies that, prior to the acquisition, lacked these controls,procedures and policies. In order to achieve the growth we seek, we may acquire numerous smaller market participants, which could require significant attention frommanagement and increase risks, costs and uncertainties associated with integration. The businesses and other assets we acquire in the future may not achievesufficient revenue or profitability to justify our investment, and any difficulties we may encounter in the integration process could interfere with our operations andreduce operating margins. We may need to make substantial capital and operating expenditures which may negatively impact our results in the near term, and theacquisitions may never meet our expectations. Our investment in Yellowstone could be lost if we are unable to consummate a business acquisition by January 25, 2022 or if any business combination provesunsuccessful. In 2020, we acted as the sponsor for the initial public offering of Yellowstone, a SPAC. We purchased Yellowstone Class B common stock and privateplacement warrants at a cost of approximately $7.8 million. As of December 31, 2020, Yellowstone is consolidated within the financial statements included withinthis Form 10-K as we have concluded that Yellowstone is a Variable Interest Entity of which we are the primary beneficiary. As such, our investment inYellowstone, consisting of the Class B common stock and private placement warrants, is eliminated in consolidation. Under the terms of the Yellowstone IPO, weare required to consummate a business combination by January 25, 2022. If we are unsuccessful in consummating a business combination by that date, we wouldlikely lose our entire investment. If we do consummate a business combination by January 25, 2022, our Class B common stock remains subject to a lockup of atleast 150 days following the completion of the business combination and there can be no assurance that any completed business combination will be successful. Some members of our senior management team have limited experience in the day-to-day operations of the industries in which our businesses operate. Some members of our senior management team have been involved in the day-to-day operation of companies in the outdoor billboard and insuranceindustries for only five to six years and in the fiber to the home business for only one year. In addition, we may have limited or no operational experience in otherindustries and markets which we may choose to enter. Our management team relies on the knowledge and talent of the employees in our operating subsidiaries tosuccessfully operate these businesses on a day-to-day basis. We may not be able to retain, hire or train personnel as quickly or efficiently as we need or on termsthat are acceptable to us. An inability to efficiently operate our businesses would have a material adverse effect on our business, financial condition, results ofoperations, and prospects. 18Table of Contents Increased operating expenses associated with the expansion of our business may negatively impact our operating income. Increased operating expenses associated with any expansion of our business may negatively impact our income as we, among other things: ●seek to acquire related businesses or expand the products being offered; ●expand geographically; ●make significant capital expenditures to support our ability to provide services in our existing businesses; ●incur significant depreciation and amortization charges in connection with acquired businesses; and ●incur increased general and administrative expenses as we grow. As a result of these factors, we may not achieve, sustain or increase our profitability on an ongoing basis. We could suffer losses due to asset impairment charges for goodwill and other intangible assets. We annually test goodwill for impairment, and did so as of October 1, 2020. Based on our review at October 1, 2020, no impairment charge was required.We continue to assess whether factors or indicators become apparent that would require an interim impairment test between our annual impairment test dates. Forexample, if our market capitalization is below our equity book value for a period of time without recovery, we believe there is a strong presumption that wouldindicate a triggering event has occurred and it is more likely than not that the fair value of one or more of our reporting units are below their carrying amount. Thiswould require us to test the reporting units for impairment of goodwill. If this presumption cannot be overcome a reporting unit could be impaired under ASC 350,Goodwill and Other Intangible Assets and a non-cash charge would be required. Any such charge could have a material adverse effect on the Company’s financialcondition and results of operations. We may raise additional equity capital through additional public or private placements, any of which could substantially dilute your investment. We may need significant additional capital in the future to continue our planned acquisitions. No assurance can be given that we will be able to obtainsuch funds upon favorable terms and conditions, if at all. Failure to do so could have a material adverse effect on our business. To the extent we raise additionalcapital by issuing equity securities, our stockholders may experience substantial dilution. We may sell Class A common stock, convertible securities or other equityor convertible securities in one or more transactions that may include voting rights (including the right to vote as a series on particular matters), preferences as todividends and liquidation, antidilution, and conversion and redemption rights, subject to applicable law, and at prices and in a manner we determine from time totime. Such issuances and the exercise of any convertible securities will dilute the percentage ownership of our stockholders, and may affect the value of ourcapital stock and could adversely affect the rights of the holders of such stock, thereby reducing the value of such stock. Moreover, any exercise of convertiblesecurities may adversely affect the terms upon which we will be able to obtain additional equity capital, since the holders of such convertible securities can beexpected to exercise them at a time when we would, in all likelihood, not be able to obtain any needed capital on terms more favorable to us than those provided insuch convertible securities. We may also raise additional capital pursuant to future shelf registration statements or additional public or private placements based on our capital needs.If we sell shares or other equity securities in one or more other transactions, or issue stock or stock options pursuant to any future employee equity incentive plan,investors may be materially diluted by such subsequent issuances. Our investments in publicly traded securities involve a substantial degree of risk. In addition to our investments in privately-held companies, we may purchase publicly traded common stock and other equity securities, includingwarrants and corporate bonds. Although equity securities have historically generated higher average total returns than fixed-income securities over the long term,equity securities have also generally experienced significantly more volatility in those returns. The publicly traded securities we acquire may fail to appreciateand may decline in value or become worthless. Investments in equity securities involve a number of significant risks, including the risk of further dilution as aresult of additional issuances, inability to access additional capital and failure to pay current distributions. Investments in preferred securities and corporate bondsinvolve special risks, such as the risk of deferred distributions, credit risk, illiquidity, changes in value based upon interest rates changes and othermacroeconomic factors and limited voting rights. At December 31, 2020, we held approximately $64 million in investments in publicly traded securities. OnJanuary 25, 2021, DFH completed its initial public offering and our $10 million investment in DFH common units was converted into 4,681,099 shares of ClassA common stock of DFH and one of our subsidiaries purchased an additional 120,000 shares of DFH Class A common stock at $13.00 per share in the initialpublic offering. The shares acquired from our 2017 investment in DFH are subject to a lockup which expires on July 19, 2021 and, due to our ownership of morethan 10% of the Class A common stock of DFH, we are subject to volume trading limitations imposed by Rule 144 under the Securities Act, which can limit thenumber of shares of DFH Class A common stock we can sell in any 90-day period, which limitation will remain in place until such time as we are no longerdeemed to own 10% or more of the Class A common stock of DFH. At March 26, 2021, our total investment in DFH, based on its closing price on such date, wasvalued at over $111 million. Any decrease in the value of DFH common stock before we can liquidate our holdings in DFH could materially adversely impact ouroperating results and our stockholders’ equity. 19Table of Contents We run the risk of inadvertently being deemed to be an investment company that is required to register under the Investment Company Act of 1940. We run the risk of inadvertently being deemed to be an investment company that is required to register under the Investment Company Act of 1940 (the“Investment Company Act”) because a significant portion of our assets consists of investments in companies in which we own less than a majority interest. Therisk 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 aninadvertent 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 takesteps 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 tocontinue 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 soldmarketable 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 otherwisebelieve benefit our business in the future to remain below the requisite threshold. We may also seek to acquire additional non-investment assets to maintaincompliance with the Investment Company Act, and we may need to incur debt, issue additional equity or enter into other financing arrangements that are nototherwise attractive to our business. Any of these actions could have a material adverse effect on our results of operations and financial condition. Moreover, wecan 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 thesafe-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 currentform. 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 aninvestment company when required to do so, there would be a risk, among other material adverse consequences, that we could become subject to monetarypenalties 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 oftransactions with us undertaken during the period in which we were an unregistered investment company. The existing and future indebtedness incurred by our billboard business may adversely affect our ability to obtain additional funds and may increase ourvulnerability to economic or business downturns. Failure to comply with the terms of this indebtedness could result in a default by our billboard business thatcould have material adverse consequences for us. Link, which operates our billboard businesses, entered into a credit agreement in August 2019 with a commercial bank which provides Link and itssubsidiaries the opportunity to borrow up to $40 million in principal through a combination of long-term debt and a line of credit. Link's current borrowings underthe bank credit facility as of December 31, 2020 totaled $23,057,650, all of which represents a term loan. In addition, Link may incur additional indebtedness inthe future. Accordingly, Link is subject to the risks associated with significant indebtedness, including: ●Link must dedicate a portion of its cash flows from operations to pay principal and interest and, as a result, it may have less funds available foroperations and other purposes; ●Link may find it more difficult and expensive to obtain additional funds through financings, if available at all; ●Link is more vulnerable to economic downturns, less able to withstand competitive pressures and less flexible in reacting to changes in the billboardindustry and general economic conditions; ●if Link defaults under the credit facility, including failing to pay the outstanding principal when due, and if the lender demands payment of a portionor all of the indebtedness, it may not have sufficient funds to make such payments; ●if Link is unable to refinance indebtedness on its properties at maturity due to business and market factors, including: disruptions in the capital andcredit markets; the estimated cash flows of Link's properties and other assets; the value of Link's properties and other assets; and financial,competitive, business and other factors, including factors beyond Link's control; ●if refinanced, the terms of a refinancing may not be as favorable as the original terms of the related indebtedness; and ●if Link borrows any sums under the line of credit, the interest rate it pays on such debt will be subject to changes in interest rates. The occurrence of any of these events could materially adversely affect Link, which would adversely affect our results of operations and financialcondition and adversely affect our stock price. Furthermore, a failure to comply with the obligations contained in the loan agreements governing Link's indebtedness could result in an event of defaultunder such agreements which could result in an acceleration of debt under other instruments evidencing indebtedness that contains cross-acceleration or cross-default provisions. If Link's indebtedness were to be accelerated, there can be no assurance that its future cash flow or assets would be sufficient to repay in fullsuch indebtedness. We may in the future rely in part on Link to provide us with the funds necessary to make distributions to us to meet our financial obligations. Theleverage on Link's assets may affect the funds available to us if the terms of the debt impose restrictions on the ability of Link to make distributions to us. Inaddition, Link will generally have to service its debt obligations before making distributions to us or any of our other subsidiaries and any such distributions mayrequire the consent of the lender. Leverage may also result in a requirement for liquidity, which may force the sale of assets at times of low demand and/or pricesfor such assets. We may also incur indebtedness under future credit facilities. If we are unable to refinance our indebtedness on acceptable terms, or at all, we may need to dispose of one or more of our properties or other assetsunder disadvantageous terms. In addition, prevailing interest rates or other factors at the time of refinancing could increase our interest expense, and if we grant asecurity interest in any of our properties, or the properties of our subsidiaries to secure payment of indebtedness and are unable to make loan payments, the lendercould foreclose upon such property. 20Table of Contents Restrictive covenants in Link's indebtedness may limit management’s discretion with respect to certain business matters. Instruments governing Link's indebtedness contain restrictive covenants limiting Link's discretion with respect to certain business matters. Thesecovenants could place significant restrictions on, among other things, Link's ability to create liens or other encumbrances, to make distributions to us or makecertain other payments, investments, loans and guarantees and to sell or otherwise dispose of assets and merge or consolidate with another entity. Covenants alsorequire Link to meet certain financial ratios and financial condition tests. A failure to comply with any such covenants could result in a default which, if not curedor waived, could permit acceleration of the relevant indebtedness. If we are unable to manage our interest rate risk effectively, our cash flows and operating results may suffer. Advances under Link's $5 million revolving line of credit bear interest at a variable rate. Although we have not currently borrowed any sums under thisline of credit, and this line of credit is currently set to expire in August 2021, we may incur indebtedness under this line of credit in the future. Also, we may berequired to refinance our debt at higher rates. Accordingly, increases in interest rates above that which we anticipate based upon historical trends would adverselyaffect our cash flows and we may not be able to hedge such exposure effectively, if at all. We may raise additional capital pursuant to debt financing, and such debt financing arrangements may contain covenants, which, if not complied with, couldhave a material adverse effect on our financial condition. Other than the bank borrowings to Link, to date we have not had a significant debt financing. However, as our operations grow and we achieve certainlevels of revenue and cash flows, we may consider utilizing debt to finance additional acquisitions and our operations. Subject to market conditions andavailability, we, or our subsidiaries, may incur significant debt through credit facilities (including term loans and/or revolving facilities), structured financingarrangements, public and private debt issuances or otherwise. Future debt financing arrangements may contain various covenants, including restrictive covenants,which, if not complied with, could have a material adverse effect on our ability to meet our debt obligations and our overall financial condition. Additionally, debtfinancing arrangements may be at the subsidiary level, but could include a guaranty by us, and could require a pledge of all or substantially all of our, and/or oursubsidiaries’, assets. The amount of leverage we use will vary depending on our available acquisition investment opportunities, our available capital, our ability to obtain andaccess financing arrangements with lenders, and the lenders’ and our estimates of the stability of our operating cash flows. Our governing documents contain nolimit on the amount of debt we may incur, and we may significantly increase the amount of leverage we utilize at any time without approval of our shareholders.The amount of leverage on individual assets may vary, with leverage on some assets substantially higher than others, including at the subsidiary level. Leveragecan enhance our potential returns but can also exacerbate our losses. Incurring additional substantial debt could subject us to many risks that, if realized, would materially and adversely affect us, including the risk that: ●our cash flow from operations may be insufficient to make required payments of principal and interest on the debt or we may fail to comply withcovenants contained in our debt instruments, which would likely result in (a) acceleration of such debt (and any other debt arrangements containing across default or cross acceleration provision) that we may be unable to repay from internal funds, unable to refinance on favorable terms, or unable torepay at all, (b) our inability to borrow additional amounts under other facilities, even if we are current in payments on borrowings under thosearrangements and/or (c) the loss of some or all of our assets to foreclosures or forced sales; ●our debt may increase our vulnerability to adverse economic, market and industry conditions; ●we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available foroperations, future business opportunities, distributions to our shareholders or other purposes; and ●we may not be able to refinance maturing debts. We cannot be sure that our leverage strategies will be successful. 21Table of Contents We may be unable to access capital. Our access to capital depends on a number of factors, some of which we have little or no control over, including: ●general economic, market or industry conditions; ●the market’s view of the quality of our assets; ●the market’s perception of our growth potential; ●our current and potential future earnings and distributions to our shareholders; and ●the value of our securities. We may have to rely on additional equity issuances, which may be dilutive to our shareholders, or on costly debt financings that require a large portion ofour cash flow from operations, thereby reducing funds available for our operations, future business opportunities, distributions to our shareholders or otherpurposes. We cannot be sure that we will have access to such equity or debt capital on favorable terms at the desired times, or at all, which could negatively affectour financial condition and results of operations. We face intense competition, including competition from companies with significantly greater resources than us, and if we are unable to compete effectivelywith these companies, our market share may decline and our business could be harmed. Outdoor Billboard Advertising. The outdoor billboard industry is highly competitive. There is a concentration in the ownership of billboards in thegeographic markets in which we compete and significantly larger companies, such as Clear Channel Outdoor Holdings, Inc., Outfront Media, Inc. and LamarAdvertising Company, own the majority of the out-of-home advertising billboards. Such competition may make it difficult to maintain or increase our currentadvertising revenues. In addition to competing for advertising revenue with other outdoor advertising businesses, the outdoor advertising market faces competitionfrom other media, including radio, internet based services, print media, television, direct mail, satellite services and other mobile devices. Our competitors maydevelop technology, services or advertising media that are equal or superior to those we provide or that achieve greater market acceptance and brand recognitionthan we achieve. Also, new competitors may emerge and rapidly acquire significant market share in any of our business segments. Also, increased competitionfor advertising dollars may lead to lower advertising rates if we are to retain customers or may cause us to lose customers to our competitors who offer lower ratesthat we are unable or unwilling to match. Insurance Operations. Our insurance business operates in an environment that is highly competitive and very fragmented. We will likely compete withother global insurance and reinsurance providers, including but not limited to Travelers, Liberty Mutual, Zurich Insurance Group, Lloyds and CNA InsuranceGroup, as well as numerous specialist, regional and local firms in almost every area of our surety business. Further, new competitors may regularly enter themarket. In 2019 and 2020, we derived a substantial portion of our surety insurance revenues from the sale of apartment and commercial lease rental guaranteebonds. We have generally stopped issuing these bonds due to the current rental environment and other companies may seek to enter that market. In addition toUCS, we also operate several surety insurance brokerage firms, and the surety insurance brokerage industry has relatively low barriers to entry. We may experiencesignificant competition and our competitors may have greater financial, marketing and human resources than us. Broadband Services. Our broadband services compete with other technologies, including traditional cable services as well as satellite services. Thesemarkets are highly competitive, and many traditional providers of cable and wireless services have greater financial, marketing and human resources than us andmay be able to offer additional products and services to our customers. In addition, new technologies may be developed which would provide an alternative to ourfiber to the home services we currently provide. As we seek to expand our broadband services, we may face incumbent service providers which would be able toretain a significant customer base in the communities in which we may seek to enter, making it difficult to achieve a share of the market needed to provide ourservices profitably. Any additional industries or markets that we may enter through future acquisitions will also likely be occupied by established competitors. Many of ourcurrent competitors have substantially greater financial, marketing, product development and human resources than we do. Accordingly, even if there is a largemarket for our products and services in the industries in which we compete, there can be no assurance that our products and services will be purchased byconsumers at a rate sufficient for us to achieve our growth objectives. Our management recognizes that we will, therefore, be forced to compete primarily on the basis of price, location, performance, service, and otherfactors. Our management believes that our ability to achieve sustained profitability will depend primarily on our ability to consummate acquisitions of assets andbusinesses in competitive markets, skillfully allocate capital, and establish competitive advantages in each of our businesses. This approach requires that ourmanagement perform at a high level and is fraught with risks, many of which are beyond our control or ability to foresee. 22Table of Contents Adverse economic conditions could negatively affect our results of operations and financial condition. Our results of operations are sensitive to changes in overall economic conditions that impact consumer and commercial spending, including discretionaryspending and the financial impact to consumers and businesses from the COVID-19 pandemic. Future economic conditions such as employment levels, businessconditions, interest rates and tax rates could reduce our revenues. A general reduction in the level of business activity could adversely affect our financial conditionand/or results of operations. For example, in particular, adverse economic conditions, either regionally or nationally, may result in reduced advertising expendituresthat could adversely affect our billboard segment of operations. Adverse economic conditions may result in fewer surety transactions and adversely affect ourinsurance segment of operations. Adverse economic conditions may also affect our investments in homebuilding, auto lending, and commercial real estatemanagement and services. The current outbreak of the novel coronavirus, or COVID-19, has impacted and may materially adversely impact and cause disruption to, and any futureoutbreak of any other highly infectious or contagious diseases may materially adversely impact and cause disruption to, our business, financial performanceand condition, operating results and cash flows. Further, the spread of the COVID-19 outbreak has caused severe disruptions in the U.S. and global economyand financial markets and could potentially create widespread business continuity issues of an as yet unknown magnitude and duration. In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China. COVID-19 has since spread globally,including to every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, theUnited States declared a national emergency with respect to COVID-19. The outbreak of COVID-19 has severely impacted global economic activity and caused significant volatility and negative pressure in financial markets.The global impact of the outbreak has been rapidly evolving and many countries, including the United States, have reacted by instituting a wide variety of controlmeasures, including states of emergency, mandatory quarantines, required business and school closures, implementing "shelter in place" orders and restrictingtravel. Many experts predict that the outbreak will trigger a period of material global economic slowdown or a global recession. COVID-19 disrupted certain portions of our business in 2020 and may have had a material adverse effect on certain of our investments in otherbusinesses, and may continue to materially adversely impact and cause disruption to our business, financial performance and condition, operating results and cashflows. Factors that would negatively impact our ability to successfully operate during COVID-19 or another pandemic include: ●Revenues from our three business lines may be materially impacted due to lessened demand for billboards, surety insurance and internet delivery tohomes and businesses; ●We have suspended issuance of certain surety bonds, particularly bonds guaranteeing rental payments by both consumers and private businesses,which is expected to significantly reduce our revenues at UCS in the near term as revenues from our rental guarantee bond program accountedfor $5,536,165 of UCS revenues in fiscal 2020. We anticipate that claims by landlords due to defaults by tenants will materially increase and we haveincreased our loss reserves in our UCS business from $1,203,493 at December 31, 2019 to $2,492,334 at December 31, 2020; ●The market value of our investments in publicly held securities of approximately $64 million at December 31, 2020 and the value of our equity stakein DFH, which consummated its initial public offering in January 2021, could drop significantly; ●Revenues and operating income of our minority ownership investments in commercial real estate services, homebuilding and consumer auto loanbusinesses may drop due to the impact of the pandemic on these businesses, resulting in a decrease in the value of our investments in thesecompanies; ●Certain accounts receivable in our business may be more difficult to collect during the pandemic and following the commencement of businessoperations when our customers are allowed to reopen if businesses and consumers are unable to pay sums due to us; ●The continued service and availability of personnel, including our executive officers and other leaders that are part of our management team and ourability to recruit, attract and retain skilled personnel to the extent our management or personnel may be impacted in significant numbers or in othersignificant ways by the outbreak of pandemic or epidemic disease and may not be available or allowed to conduct work; ●Our ability to ensure business continuity may be adversely affected in the event our continuity of operations plan is not effective or improperlyimplemented or deployed during a disruption; and ●We may experience difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and instability in the globalfinancial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations, delay orprevent future acquisitions or adversely affect our ability to address maturing liabilities. The outbreak of COVID-19 may have materially negatively impacted, and may continue to materially negatively impact our business, financialperformance and condition, operating results and cash flows. However, the significance, extent and duration of such impact remain largely uncertain and dependenton future developments that cannot be accurately predicted at this time, such as the continued severity, duration, transmission rate and geographic spread ofCOVID-19 in the United States and other regions in which we operate, the extent and effectiveness of the containment measures taken, and the response of theoverall economy, the financial markets and the population, particularly in areas in which we operate, once the current containment measures are lifted. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19. As a result, we cannotprovide an estimate of the overall impact of the COVID-19 pandemic on our business. Nevertheless, COVID-19 presents material uncertainty and risk with respectto our business, financial performance and condition, operating results and cash flows. 23Table of Contents Climate change, severe weather, natural disasters, and other external events could significantly impact our business. Severe weather events cannot be predicted and may be exacerbated by global climate change, natural disasters, including hurricanes, flooding andearthquakes, acts of terrorism and other adverse external events. There is continuing uncertainty over what impact these events could have on our surety insurancebond business if claims are made against these bonds due to our customers inability to meet their contractual obligations due to delays caused by any serious healthor other natural disaster. Significant storm damage may impact our transmission capabilities for our broadband services and significant damage could result in aloss of service for an extended period of time. Severe weather and natural disasters could affect travel and transportation which could impact the manner ofadvertising consumption, and severe weather and natural disasters could impact the structural integrity of our billboards. The occurrence of any such event couldhave a material adverse effect on our business, financial condition and results of operations. The insurance we maintain against disasters may not be adequate tocover our losses in any particular case, which could require us to expend significant resources to replace any destroyed assets and materially and adversely affectour financial condition, results of operations and business prospects. We may be unable to employ a sufficient number of key employees and other experienced or qualified workers. The delivery of our services and products requires sales professionals and other personnel with substantial work experience in our lines of business.Workers may choose to pursue employment with our competitors or in fields that offer a more desirable work environment. Our ability to be productive andprofitable will depend upon our ability to employ and retain workers with certain backgrounds and experience, such as experienced sales professionals and workerswith substantial experience with insurance underwriting and risk and financial analysis. In addition, our ability to further expand our operations according togeographic demand for our services depends in part on our ability to relocate or increase the size of our qualified and experienced labor force. The demand forexperienced workers in our areas of operations can be high, the supply may be limited and we may be unable to relocate our employees from areas of lowerutilization to areas of higher demand. A significant increase in the wages paid by competing employers could result in a reduction of our workers with requiredexperience, increases in the wage rates that we must pay, or both. Further, a significant decrease in the wages paid by us or our competitors as a result of reducedindustry demand could result in a reduction of the available pool of qualified and experienced individuals, and there is no assurance that the availability of suchqualified and experienced labor will improve following a subsequent increase in demand for our services or an increase in wage rates. If any of these events wereto occur, our capacity and profitability could be diminished and our growth potential could be impaired. We are heavily reliant upon our executive management team. We depend heavily on the efforts and services of our executive officers and other members of our management team to manage our operations, includingour Co-Chief Executive Officers and our Chief Financial Officer. The unexpected loss or unavailability of key members of management may have a materialadverse effect on our business, financial condition, results of operations, or prospects. Although our Co-Chief Executive Officers devote most of their businesstime to us and are highly active in our management, they expend part of their time on other business ventures. Among other commitments, our Co-Chief ExecutiveOfficers are each managing members of separate investment management entities and are not obligated to devote any specific number of hours to our affairs. Thesetwo key employees may not be able to dedicate adequate time to our businesses and operations, and we could experience an adverse effect on our operations due tothe demands placed on our management team by their other professional obligations. In addition, these key employees’ other responsibilities could cause conflictsof interest with us. Our executive officers and directors may experience a conflict of interest between their duties to us and to affiliated parties. Our Co-Chief Executive Officers, Adam K. Peterson and Alex B. Rozek, are each managing members of separate investment management entities thatcollectively own 42.1% of our Class A common stock and all of our Class B common stock. While we have deemed that the outside business endeavors of ourmanagement team do not currently constitute a conflict of interest, it is possible that a conflict of interest could arise between the performance of our executivemanagement team and their roles as managing members of entities which together own a majority of our outstanding capital stock. These conflicts may not beresolved in our favor. Such conflicts of interest could have a material adverse effect on our business and operations. Further, the appearance of conflicts of interestcreated by related party transactions could impair the confidence of our investors. We have the authority to engage various contracting parties, which may beaffiliates of ours or of our directors. As such, our directors may have a conflict of interest between their fiduciary duties to manage the business for our benefit andour stockholders and their direct and indirect affiliates’ interests in establishing and maintaining relationships with us and in obtaining compensation for servicesrendered to us. With respect to such affiliates, there may be an absence of arms’ length negotiations with respect to the terms, conditions and consideration withrespect to goods and services provided to or by us. As of December 31, 2020, we had minority investments totaling $655,784 in Logic, $53,494 in 24th StreetHolding Co., $2,978,429 in 24th Street Fund I, and $3,000,000 in 24th Street Fund II. Brendan J. Keating, who is one of our directors, is the Manager of both Logicand 24th Street Holding Co. In addition, Alex B. Rozek and Adam K. Peterson, both of whom are our directors, are also directors of Yellowstone. 24Table of Contents Disruptions to our information technology systems could disrupt our business operations which could have a material adverse effect on our business,prospects, results of operations, financial condition and/or cash flows. The operation of our business depends on our information technology systems. We rely on our information technology systems to effectively manage,among other things, our business data, communications, supply chain, inventory management, customer order entry and order fulfillment, processing transactions,summarizing and reporting results of operations, human resources benefits and payroll management, compliance with regulatory, legal and tax requirements andother processes and data necessary to manage our business. Disruptions to our information technology systems, including any disruptions to our current systemsand/or as a result of transitioning to additional or replacement information technology systems, as the case may be, could disrupt our business and could result in,among other things, transaction errors, processing inefficiencies, loss of data and the loss of sales and customers, which could have a material adverse effect on ourbusiness, prospects, results of operations, financial condition and/or cash flows. In addition, our information technology systems may be vulnerable to damage orinterruption from circumstances beyond our control, including, without limitation, fire, natural disasters, power outages, systems disruptions, system conversions,security breaches, cyberattacks, phishing attacks, viruses and/or human error. In any such event, we could be required to make a significant investment to fix orreplace our information technology systems, and we could experience interruptions in our ability to service our customers. These risks have been and may continueto be exacerbated as a result of remote working in response to the COVID-19 pandemic. Any such damage or interruption could have a material adverse effect onour business, prospects, results of operations, financial condition and/or cash flows. In addition, as part of our normal business activities, we collect and store certain confidential information, including personal information with respect tocustomers, consumers and employees, and the success of our operations depends on the secure transmission of confidential and personal data over public networks,including the use of cashless payments. We may share some of this information with vendors who assist us with certain aspects of our business. Moreover, thesuccess of our operations depends upon the secure transmission of confidential and personal data over public networks, including the use of cashless payments.Any failure on our part or our vendors to maintain the security of this confidential data and personal information, including via the penetration of our networksecurity (or those if our vendors) and the misappropriation of confidential and personal information, could result in business disruption, damage to our reputation,financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation, any or all of which could result in our incurring potentiallysubstantial costs. Such events could also result in the deterioration of confidence in us by employees, consumers and customers and cause other competitivedisadvantages. In addition, a security or data privacy breach could require us to expend significant additional resources to enhance our information security systemsand could result in a disruption to our operations. Furthermore, third parties, such as our suppliers and retail consumers, may also rely on information technologyand be subject to such cybersecurity breaches. These breaches may negatively impact their businesses, which could in turn disrupt our supply chain and/or ourbusiness operations. Due to the potential significant costs, business disruption and reputational damage that typically accompany a cyberattack or cybersecuritybreach, any such event could have a material adverse effect on our business, prospects, results of operations, financial condition and/or cash flows. Our information technology systems, or those of our third-party service providers, may be accessed by unauthorized users such as cyber criminals as a resultof a disruption, cyberattack or other security breach. Cyberattacks and other cybersecurity incidents are occurring more frequently, are constantly evolving innature, are becoming more sophisticated and are being made by groups and individuals with a wide range of expertise and motives. Such cyberattacks and cyberincidents can take many forms, including cyber extortion, social engineering, password theft or introduction of viruses or malware, such as ransomware throughphishing emails. As techniques used by cyber criminals change frequently, a disruption, cyberattack or other security breach of our information technology systemsor infrastructure, or those of our third-party service providers, may go undetected for an extended period and could result in the theft, transfer, unauthorized accessto, disclosure, modification, misuse, loss or destruction of our, employee, representative, customer, vendor, consumer and/or other third-party data, includingsensitive or confidential data and personal information. We cannot guarantee that our security efforts will prevent breaches or breakdowns of our or our third-partyservice providers’ information technology systems. 25Table of Contents Changes in laws and regulations governing data privacy and data protection could have a material adverse impact on our business. We are subject to data privacy laws and regulations that apply to the collection, transmission, storage and use of personally identifiable information, aswell as numerous other countries’, federal and state privacy and breach notification laws. While we continue to assess and address the implications of existing andnew regulations relating to data privacy, the evolving regulatory landscape presents a number of legal and operational challenges, and our efforts to comply may beunsuccessful. We may also face audits or investigations by one or more government agencies relating to our compliance with these regulations that could result inthe imposition of penalties or fines, significant expenses in facilitating and responding to the investigations, and overall reputational harm or negative publicity.The costs of compliance with, and other burdens imposed by, such laws, regulations and policies that are applicable to us could have a material adverse effect onour business, financial condition and results of operations. Governmental regulations could adversely affect our business, financial condition, results of operations and prospects, and we may not be successful inmaintaining authority to issue surety insurance through UCS. Outdoor Billboard Advertising. Our billboard businesses are regulated by governmental authorities in the jurisdictions in which we operate. Theseregulations could limit our growth by putting constraints on the number, location and timing of billboards we wish to erect. New regulations and changes toexisting regulations may also curtail our ability to expand our billboard business and adversely affect us by reducing our revenues or increasing our operatingexpenses. For example, settlements between major tobacco companies and all U.S. states and certain U.S. territories include a ban on the outdoor advertising oftobacco products. Alcohol products and other products may be future targets of advertising bans, and legislation, litigation or out-of-court settlements may result inthe implementation of additional advertising restrictions that impact our business. Any significant reduction in alcohol-related advertising or the advertising ofother products due to content-related restrictions could negatively impact our revenues generated from such businesses and cause an increase in the existinginventory of available outdoor billboard space throughout the industry. Insurance Operations. We are subject to maintaining compliance within the highly regulated insurance industry as we continue our pursuit ofopportunities in that market, including the maintenance of certain levels of operating capital and reserves. Generally, the extensive regulations are designed tobenefit or protect policyholders, rather than our investors, or to reduce systemic financial risk. Failure to comply with these regulations could lead to disciplinaryaction, the imposition of penalties and the revocation of our authorization to operate in the insurance industry. Changes to the regulatory environment in theinsurance industry may cause us to adjust our views or practices regarding regulatory risk management, and necessitate changes to our operations that may limitour growth or have an adverse impact on our business. Broadband Services. The building and delivery of our broadband services is subject to regulation by both the FCC and county and local governments.Failure to comply with these regulations could lead to the imposition of fines and ultimately the revocation of our authorization to provide these services. Astechnology changes continue in this market, new regulations may impose additional regulatory burdens and costs that could have an adverse impact on ourbusiness. In addition, certain of the other new markets and industries that we may choose to enter may be regulated by a variety of federal, state and local agencies.Similarly, our investments in other companies, including the home building and consumer auto lending markets, are highly regulated by federal and othergovernmental agencies. 26Table of Contents We are subject to extensive insurance regulation, which may adversely affect our ability to achieve our business objectives. In addition, if we fail to complywith these regulations, we may be subject to penalties, including fines and suspensions, which may adversely affect our financial condition and results ofoperations. Our insurance subsidiary, UCS, is subject to extensive regulation in Nebraska, its state of domicile, and to a lesser degree, the other states in which itoperates. Most insurance regulations are designed to protect the interests of insurance policyholders, as opposed to the interests of investors or stockholders. Theseregulations generally are administered by a department of insurance in each state and relate to, among other things, authorizations to write excess and surplus linesof business, capital and surplus requirements, investment and underwriting limitations, affiliate transactions, dividend limitations, changes in control, solvency anda variety of other financial and non-financial aspects of our business. Significant changes in these laws and regulations could further limit our discretion or make itmore expensive to conduct our business. State insurance regulators also conduct periodic examinations of the affairs of insurance companies and require the filingof annual and other reports relating to financial condition, holding company issues and other matters. These regulatory requirements may impose timing andexpense constraints that could adversely affect our ability to achieve some or all of our business objectives. In addition, state insurance regulators have broad discretion to deny or revoke licenses for various reasons, including the violation of regulations. In someinstances, where there is uncertainty as to applicability, we follow practices based on our interpretations of regulations or practices that we believe generally to befollowed by the industry. These practices may turn out to be different from the interpretations of regulatory authorities. If we do not have the requisite licenses andapprovals or do not comply with applicable regulatory requirements, state insurance regulators could preclude or temporarily suspend us from carrying on some orall of our activities or could otherwise penalize us. This could adversely affect our ability to operate our business. Further, changes in the level of regulation of theinsurance industry or changes in laws or regulations themselves or interpretations by regulatory authorities could interfere with our operations and require us tobear additional costs of compliance, which could adversely affect our ability to operate our business. The NAIC has adopted a system to test the adequacy of capital of insurance companies, known as “risk-based capital.” The risk-based capital formulaestablishes the minimum amount of capital necessary for a company to support its overall business operations. It identifies property and casualty insurers that maybe inadequately capitalized by looking at three major areas: 1) Asset Risk; 2) Underwriting Risk; and 3) Other Risk. Insurers falling below a calculated thresholdmay be subject to varying degrees of regulatory action, including supervision, rehabilitation or liquidation. Failure to maintain our risk-based capital at the requiredlevels could adversely affect the ability of our insurance subsidiary to maintain regulatory authority to conduct our business. Also, failure to maintain our U.S.Treasury Department listing or our A.M. Best A– (“Excellent”) rating would significantly impact our ability to operate effectively in the surety markets. Because we are a holding company and a significant portion of our operations are conducted by our UCS insurance subsidiary, our ability to pay dividendsmay depend on our ability to obtain cash dividends or other permitted payments from our insurance subsidiary. Because we are a holding company with no business operations of our own, our ability to pay dividends to stockholders will likely depend in significantpart on dividends and other distributions from our subsidiaries, including our insurance subsidiary, UCS. State insurance laws, including the laws of Nebraska,restrict the ability of UCS to declare stockholder dividends. State insurance regulators require insurance companies to maintain specified levels of statutory capitaland surplus. Consequently, dividend distribution is limited by Nebraska law. State insurance regulators have broad powers to prevent the reduction of statutorysurplus to inadequate levels, and there is no assurance that dividends up to the maximum amounts calculated under any applicable formula would be permitted.Moreover, state insurance regulators that have jurisdiction over the payment of dividends by our insurance subsidiary may in the future adopt statutory provisionsmore restrictive than those currently in effect. UCS may only declare and pay dividends to us after all of UCS’s obligations and regulatory requirements with theNebraska Department of Insurance have been satisfied. The declaration and payment of future dividends to holders of our Class A common stock will be at the discretion of our Board of Directors and willdepend on many factors. 27Table of Contents We may be unable to obtain reinsurance coverage at reasonable prices or on terms that adequately protect us. We use reinsurance to help manage our exposure to insurance risks. Reinsurance is a practice whereby one insurer, called the reinsurer, agrees toindemnify another insurer, called the ceding insurer, for all or part of the potential liability arising from one or more insurance policies issued by the ceding insurer.The availability and cost of reinsurance are subject to prevailing market conditions, both in terms of price and available capacity, which can affect our businessvolume and profitability. In addition, reinsurance programs are generally subject to renewal on an annual basis. We may not be able to obtain reinsurance inacceptable amounts and/or on acceptable terms from entities with satisfactory creditworthiness. If we are unable to obtain new reinsurance facilities or to renewexpiring facilities, our net exposures would increase. In such event, if we are unwilling to bear an increase in our net exposure, we would have to reduce the levelof our underwriting commitments, which would reduce our revenues. Many reinsurance companies have begun to exclude certain coverages from, or alter terms in, the reinsurance contracts. For example, many reinsurancepolicies now exclude coverage of terrorism. As a result, we, like other direct insurance companies, write insurance policies which to some extent do not have thebenefit of reinsurance protection. These gaps in reinsurance protection expose us to greater risk and greater potential losses. The expansion of our UCS insurance business to a nationwide insurance company may create both short-term and long-term constraints on our UCSoperations. We have expanded our insurance operations nationwide and hope to continue to expand these operations, which may create additional burdens on ourUCS personnel as we manage potentially significantly larger operations. As a result, we anticipate we will likely need to hire additional personnel to assist thecurrent management team in our expanded surety insurance operations, and we may not be successful in identifying and hiring qualified personnel on a timelybasis, if at all. Our insurance employees could take excessive risks, which could negatively affect our financial condition and business. As a business which anticipates it will derive a significant portion of its business from the sale of surety and other insurance products, we are in thebusiness of binding certain risks. The employees who conduct our business, including executive officers and other members of management, underwriters, productmanagers and other employees, do so in part by making decisions and choices that involve exposing us to risk. These include decisions such as settingunderwriting guidelines and standards, product design and pricing, determining which business opportunities to pursue and other decisions. We endeavor, in thedesign and implementation of our compensation programs and practices, to avoid giving our employees incentives to take excessive risks. However, employeesmay take such risks regardless of the structure of our compensation programs and practices. Similarly, although we employ controls and procedures designed tomonitor employees’ business decisions and prevent them from taking excessive risks, these controls and procedures may not be effective. If our employees takeexcessive risks, the impact of those risks could have a material adverse effect on our financial condition and business operations. If actual insurance claims exceed our claims and claim adjustment expense reserves, or if changes in the estimated level of claims and claim adjustmentexpense reserves are necessary, our financial results could be materially and adversely affected. As we grow our insurance operations, we will continue to establish loss and loss adjustment expense reserves. These reserves will not represent an exactcalculation of liability, but instead will represent management estimates of what the ultimate settlement and administration of claims will cost, generally utilizingactuarial expertise and projection techniques, at a given accounting date. In particular, prior to 2017, UCS was writing business primarily in Massachusetts and hasonly been writing business outside of Massachusetts for a limited period of time. We do not currently have a long history of national underwriting experience and,as a result, rely on generally available industry data in establishing loss and loss adjustment expense reserves, and our estimates may be materially different fromactual losses and adjustments incurred. The process of estimating claims and claim adjustment expense reserves involves a high degree of judgment and is subject to a number of variables.These variables can be affected by both internal and external events, such as: ●changes in claims handling procedures ●adverse changes in loss cost trends ●economic conditions including general inflation ●legal trends and legislative changes ●limited claims experience in newer insurance products, and ●varying judgments and viewpoints of the individuals involved in the estimation process, among others. The impact of many of these items on ultimate costs for claims and claim adjustment expenses will be difficult to estimate. We also expect that claimsand claim adjustment expense reserve estimation difficulties will also differ significantly by product line due to differences in claim complexity, the volume ofclaims, the potential severity of individual claims, the determination of occurrence date for a claim and reporting lags (the time between the occurrence of thepolicyholder event and when it is actually reported to the insurer). In addition, as a result of the COVID-19 pandemic, we suspended issuing surety bonds insuringlandlords against rent payment defaults and established additional loss reserves to cover anticipated claims. The COVID-19 pandemic and other unforeseen eventscould result in insurance claims exceeding our loss and loss adjustment expense reserves. 28Table of Contents The estimation of claims and claim adjustment expense reserves may also be more difficult during times of adverse or uncertain economic conditions dueto unexpected changes in behavior of claimants and policyholders, including an increase in fraudulent reporting of exposures and/or losses, reduced maintenance ofinsured properties, increased frequency of small claims or delays in the reporting of claims. We will attempt to consider all significant facts and circumstances known at the time claims and claim adjustment expense reserves are established orreviewed. Due to the inherent uncertainty underlying claims and claim adjustment expense reserve estimates, the final resolution of the estimated liability forclaims and claim adjustment expenses will likely be higher or lower than the related claims and claim adjustment expense reserves at the reporting date. Therefore,actual paid losses in the future may yield a materially different amount than will be currently reserved. Because of the uncertainties set forth above, additional liabilities resulting from an accumulation of insured events, may exceed the current relatedreserves. In addition, our estimate of claims and claim adjustment expenses may change. These additional liabilities or increases in estimates, or a range of either,cannot now be reasonably estimated and could materially and adversely affect our results of operations and/or our financial position. Our efforts to develop new insurance products or expand in targeted markets may not be successful and may create enhanced risks. A number of our planned business initiatives in the insurance markets we intend to serve will involve developing new products or expanding existingproducts in targeted markets. This includes the following efforts, from time to time, to protect or grow market share: ●We may develop products that insure risks we have not previously insured, contain new coverage or coverage terms or contain different commissionterms. ●We may refine our underwriting processes. ●We may seek to expand distribution channels. ●We may focus on geographic markets within or outside of the United States where we have had relatively little or no market share. We may not be successful in introducing new products or expanding in targeted markets and, even if we are successful, these efforts may create enhancedrisks. Among other risks: ●Demand for new products or in new markets may not meet our expectations. ●To the extent we are able to market new products or expand in new markets, our risk exposures may change, and the data and models we use tomanage such exposures may not be as sophisticated or effective as those we use in existing markets or with existing products. This, in turn, couldlead to losses in excess of our expectations. ●Models underlying underwriting and pricing decisions may not be effective. ●Efforts to develop new products or markets have the potential to create or increase distribution channel conflict. ●To develop new products or markets, we may need to make substantial capital and operating expenditures, which may also negatively impact resultsin the near term. If our efforts to develop new products or expand in targeted markets are not successful, our results of operations could be materially and adverselyaffected. 29Table of Contents Adverse economic factors, including recession, inflation, the COVID-19 pandemic, periods of high unemployment or lower economic activity could result inthe sale of fewer surety policies than expected or an increase in frequency or severity of claims and premium defaults or both, which, in turn, could affect thegrowth and profitability of our surety insurance business. Factors, such as business revenue, economic conditions, the COVID-19 pandemic and other natural disasters, the volatility and strength of the capitalmarkets and inflation can affect the business and economic environment. These same factors affect our ability to generate revenue and profits. In an economicdownturn that is characterized by higher unemployment, declining spending and reduced corporate revenues, the demand for insurance products is generallyadversely affected, which directly affects our premium levels and profitability. Negative economic factors may also affect our ability to receive the appropriate ratefor the risk we insure with our policyholders and may adversely affect the number of policies we can write, including with respect to our opportunities tounderwrite profitable business. In an economic downturn, our customers may have less need for insurance coverage. A decline in our financial strength rating mayadversely affect the amount of business we write. Participants in the insurance industry use ratings from independent ratings agencies, such as A.M. Best, as an important means of assessing the financialstrength and quality of insurers. In setting its ratings, A.M. Best uses a quantitative and qualitative analysis of a company’s balance sheet strength, operatingperformance and business profile. This analysis includes comparisons to peers and industry standards as well as assessments of operating plans, philosophy andmanagement. A.M. Best financial strength ratings range from “A++” (Superior) to “F” for insurance companies that have been publicly placed in liquidation. As ofthe date of this Annual Report on Form 10-K, A.M. Best has assigned a financial strength rating of “A-” (Excellent) to our operating subsidiary, UCS. A.M. Bestassigns ratings that are intended to provide an independent opinion of an insurance company’s ability to meet its obligations to policyholders and such ratings arenot evaluations directed to investors and are not a recommendation to buy, sell or hold our common stock or any other securities we may issue. A.M. Bestperiodically reviews our financial strength rating and may revise it downward or revoke it at its sole discretion based primarily on its analysis of our balance sheetstrength (including capital adequacy and loss adjustment expense reserve adequacy), operating performance and business profile. Factors that could affect suchanalysis include but are not limited to: ●if we change our business practices from our organizational business plan in a manner that no longer supports A.M. Best’s rating; ●if unfavorable financial, regulatory or market trends affect us, including excess market capacity; ●if our losses exceed our loss reserves; ●if we have unresolved issues with government regulators; ●if we are unable to retain our senior management or other key personnel; ●if our investment portfolio incurs significant losses; or ●if A.M. Best alters its capital adequacy assessment methodology in a manner that would adversely affect our rating. These and other factors could result in a downgrade of our financial strength rating. A downgrade or withdrawal of our rating could result in any of thefollowing consequences, among others: ●causing our current and future brokers and insureds to choose other, more highly-rated competitors; ●increasing the cost or reducing the availability of reinsurance to us; ●severely limiting or preventing us from writing new insurance contracts; or ●giving any future potential lenders the right to accelerate or call on any future debt we may incur. In addition, in view of the earnings and capital pressures recently experienced by many financial institutions, including insurance companies, it is possiblethat rating organizations will heighten the level of scrutiny that they apply to such institutions, will increase the frequency and scope of their credit reviews, willrequest additional information from the companies that they rate or will increase the capital and other requirements employed in the rating organizations’ modelsfor maintenance of certain ratings levels. We can offer no assurance that our rating will remain at its current level. It is possible that such reviews of us may resultin adverse ratings consequences, which could have a material adverse effect on our financial condition and results of operations. 30Table of Contents We may lack operational control over certain companies in which we invest. We have made, and may continue to make, certain strategic investments in various businesses without acquiring all or a majority ownership stake in thosebusinesses. To the extent that such investments represent a minority or passive stake in any business, we may have little to no participation, input or control overthe management, policies, and operations of such business. Further, we may lack sufficient ownership of voting securities to impact, without the vote of additionalequity holders, any matters submitted to stockholders or members of such business for a vote. There is inherent risk in making minority equity investments in companies over which we have little to no control. Without control of the managementand decision-making of these businesses, we cannot control their direction, strategy, policies and business plans, and we may be powerless to improve any declinesin their performance, operating results and financial condition. If any company in which we are a minority investor suffers adverse effects, it may not be able tocontinue as a going business concern, and we may lose our entire investment. We are subject to extensive financial reporting and related requirements for which our accounting and other management systems and resources may not beadequately prepared. We are subject to reporting and other obligations under the Exchange Act, including the requirements of Section 404 of the Sarbanes-Oxley Act.Section 404 requires us to conduct an annual management assessment of the effectiveness of our internal controls over financial reporting, and Section 404(b)requires our independent registered accounting firm to attest to and report on our management’s assessment of our internal controls. These reporting and otherobligations place significant demands on our management, administrative, operational and accounting resources. In order to comply with these requirements, wemay need to (i) upgrade our systems, (ii) implement additional financial and management controls, reporting systems and procedures, (iii) implement an internalaudit function, and (iv) hire additional accounting, internal audit and finance staff. If we are unable to accomplish these objectives in a timely and effective manner,our ability to comply with our financial reporting requirements and other rules that apply to reporting companies could be impaired. Any failure to maintaineffective internal controls could have a negative impact on our ability to manage our business and on our stock price. As a result of recent changes in federalsecurities laws, we are currently not required to have our independent auditor report on and attest to our management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)). We may fail to maintain effective internal controls over external financial reporting or such controls may fail or be circumvented. Federal securities laws require us to report on our internal controls over financial reporting, and our business and financial results could be adverselyaffected if we, or our independent registered public accounting firm, determine that these controls are not effective. If we do not maintain adequate financial andmanagement personnel, processes, and controls, we may not be able to accurately report our financial performance on a timely basis, we may be otherwise unableto comply with the periodic reporting requirements of the SEC and the listing of our Class A common stock on NASDAQ could be suspended or terminated, eachof which could have a material adverse effect on the confidence in our financial reporting, our credibility in the marketplace, and the trading price of our Class Acommon stock. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, ourcommittees and as executive officers. 31Table of Contents Risks Related to Ownership of our Common Stock Investors should not rely on the accuracy of forward-looking statements made by us. To the extent that we or any of our officers were to provide any forward-looking statements, investors must recognize that any such forward-lookingstatements are based upon assumptions and estimates. We cannot make any representations as to the accuracy and reasonableness of such assumptions or theforward-looking statements based thereon. The validity and accuracy of those forward-looking statements will depend in large part on future events that we cannotforesee, and may or may not prove to be correct. Consequently, there can be no assurance that our actual operating results will correspond to any of the forward-looking statements. Accordingly, an investment in our common stock should not be made in reliance on forward-looking statements prepared or provided by us. The 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 substantiallosses for purchasers of our Class A common stock. Our Class A common stock price has been, and is likely to continue to be, volatile. The stock market in general has experienced extreme volatility that hasoften been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your Class A common stock ator above your original purchase price. The market price for our Class A common stock may be influenced by many factors, many of which are out of our control,including those discussed in this “Risk Factors” section and elsewhere in this Annual Report and the following: ●our operating and financial performance and prospects; ●success of our competitors' products or services; ●regulatory or legal developments in the United States, especially changes in laws or regulations applicable to our products and services; ●additions or departures of key management personnel; ●market and industry perception of our success, or lack thereof, in pursuing our growth strategy; ●introductions or announcements of new products and services offered by us or significant acquisitions, strategic partnerships, joint ventures or capitalcommitments by us or our competitors and the timing of such introductions or announcements; ●our ability to effectively manage our growth; ●our quarterly or annual earnings or those of other companies in the industries in which we participate; ●actual or anticipated changes in estimates to or projections of financial results, development timelines or recommendations by securities analysts; ●publication of research reports about us or our industry or positive or negative recommendations or withdrawal of research coverage by securitiesanalysts; ●the public’s potential adverse reaction to our intention not to publish any guidance with respect to future earnings; ●the public’s reaction to our press releases, other public announcements or our competitors’ businesses; 32Table of Contents ●market conditions in the billboard, insurance, broadband, real estate and other sectors in which we may operate as well as general economicconditions; ●our ability or inability to raise additional capital through the issuance of equity or debt or other arrangements and the terms on which we raise it; ●trading volume of our Class A common stock; ●the resale of Class A Common Stock held by our affiliates, including any exercise of registration rights by MBOC I, MBOC II and their limitedpartners of the 6,437,768 shares of our Class A common stock they currently own; ●changes in accounting standards, policies, guidance or principles; ●significant lawsuits, including stockholder litigation; ●general economic, industry and market conditions, including those resulting from natural disasters, severe weather events, terrorist attacks, epidemicsand pandemics (such as the COVID-19 pandemic) and responses to such events; and ●accounting charges associated with reductions in the values of our publicly traded securities and losses in our investments in private companies/in ourinvestments If our quarterly operating results fall below the expectations of investors or securities analysts, the price of our Class A common stock could declinesubstantially. Furthermore, any quarterly fluctuations in our operating results may, in turn, cause the price of our stock to fluctuate substantially. We believe thatquarterly comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance. The stock market in general, and market prices for the securities of companies like ours in particular, have from time to time experienced volatility thatoften has been unrelated to the operating performance of the underlying companies. These broad market and industry fluctuations may adversely affect the marketprice of our Class A common stock, regardless of our operating performance. In several recent situations when the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation againstthe company that issued the stock. If any of our stockholders were to bring a lawsuit against us, the defense and disposition of the lawsuit could be costly anddivert the time and attention of our management and harm our operating results. 33Table of Contents We are a smaller reporting company, and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make ourClass A common stock less attractive to investors. We are currently a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act. “Smaller reporting companies” are able to providesimplified executive compensation disclosures in their filings and have certain other decreased disclosure obligations in their SEC filings, including, among otherthings, only being required to provide two years of audited financial statements in annual reports and in certain registration statements filed with the SEC and norequirement, as long as our revenues are below $100 million and the value of our Class A common stock as measured on certain dates, is less than $700 million, tohave our independent auditor report on and attest to our management’s assessment of the effectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)). Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make itharder for investors to analyze our results of operations and financial prospects. An active trading market for our Class A common stock may not be maintained. Our Class A common stock began trading on the NASDAQ Capital Market on June 16, 2017. There is a risk that an active trading market for our sharesmay not be maintained. If an active market for our Class A common stock is not maintained, it may be difficult for you to sell your shares without depressing themarket price for the shares or at all. The lack of an active market may also impair your ability to sell your shares at a time you wish to sell them or at a price thatyou consider reasonable and it may reduce the market value of your shares. An inactive trading market may also impair our ability to raise capital, to continue tofund operations by selling shares, and may impair our ability to acquire other companies or technologies by using our shares as consideration. We will continue to incur increased costs as a result of operating as a public company in the United States. As a public company in the United States, we have incurred and will continue to incur significant legal, accounting, insurance and other expenses,including costs associated with U.S. public company reporting requirements. We will also incur costs associated with NASDAQ listing requirements, the Sarbanes-Oxley Act and related rules implemented by the SEC. The expenses incurred by U.S. public companies generally for reporting and corporate governance purposeshave been increasing. We expect these rules and regulations would increase our legal and financial compliance costs and make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. In estimating these costs, we took into accountexpenses related to insurance, legal, accounting, and compliance activities, as well as other expenses not currently incurred. These laws and regulations could alsomake it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to acceptreduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it moredifficult for us to attract and retain qualified persons to serve on our Board of Directors, our Board committees or as our executive officers. Furthermore, if we areunable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines, sanctions and other regulatory actionand potentially civil litigation. 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 Acommon stock could decline. If our current stockholders sell substantial amounts of our Class A common stock in the public market in a short period of time, the market price of ourClass A common stock could decrease. The perception in the public market that our current stockholders might sell shares of Class A common stock could alsocreate a perceived overhang and depress our market price. As of March 26, 2021, we have 26,175,555 shares of Class A common stock outstanding of which10,638,750 shares are held by funds managed by Magnolia and Boulderado. Additionally, entities controlled by Magnolia and Boulderado have partners and members that may seek to have their interests redeemed and/or entitiescontrolled by Boulderado and Magnolia may make a distribution to their partners and members or may dissolve such entities. In any such event, entities controlledby Boulderado or Magnolia would report a transfer of shares on a Form 4 filed with the SEC, which may affect the market price of our Class A common stock. 34Table of Contents Sales of our Class A common stock under Rule 144 could reduce the price of our Class A common stock and certain of our stockholders have the right torequire the registration of up to 6,437,768 shares of our Class A common stock. As of March 26, 2021, 11,334,431 shares of our Class A common stock are “restricted securities” or "controlled securities" within the meaning of Rule144 under the Securities Act. As restricted securities, these shares may be resold only pursuant to an effective registration statement or under the requirements ofRule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. A sale under Rule 144 orunder any exemption from the Securities Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have adepressive effect upon the price of our Class A common stock. Magnolia BOC I and Magnolia BOC II are parties to a registration rights agreement with theCompany pursuant to which the Company is obligated to register up to 6,437,768 shares of Class A common stock held by Magnolia BOC I and Magnolia BOC IIupon the demand of these entities or their limited partners and also grants them the right to participate in future registrations of securities by us, subject to certainconditions. These registration rights continue until the earlier of March 31, 2033 or the date when an investor may resell the shares of our Class A common stockunder Rule 144 as of the date when all registrable securities held by and issued to such investor may be sold under Rule 144 under the Securities Act during any90 day period, provided such investor owns less than 1% of our outstanding Class A common stock. If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our Class A commonstock, the market price of our Class A common stock could decline. The trading market for our Class A common stock likely will be influenced by the research and reports that equity and debt research analysts publishabout the industry, us and our business. The market price of our Class A common stock could decline if one or more securities analysts downgrade our shares or ifthose analysts issue a sell recommendation or other unfavorable commentary or cease publishing reports about us or our business. If one or more of the analystswho elect to cover us downgrade our shares, the market price of our Class A common stock would likely decline. Entities managed by Magnolia and Boulderado currently control all voting matters brought before our stockholders. Currently, MCF and BP collectively own all of our Class B common stock and entities managed by Magnolia and Boulderado own a majority of ourClass A common stock. As a result, Mr. Peterson and entities managed by Magnolia together control 42.4% of the aggregate voting power, and Mr. Rozek andentities managed by Boulderado together control 17.5% of the aggregate voting power. Moreover, it is possible that entities managed by Boulderado and Magnoliamay increase their ownership in us if we sell additional shares of stock to them in connection with any future capital raise we may conduct. Also, each share ofClass B common stock is entitled to cast 10 votes for all matters on which our stockholders vote, while each share of Class A common stock is entitled to cast onlyone vote. For the foreseeable future, entities managed by Magnolia and Boulderado will likely continue to control virtually all matters submitted to stockholdersfor a vote; may elect all of our directors; and, as a result, may control our management, policies, and operations. Our other stockholders will not have votingcontrol over our actions, including the determination of other industries and markets that we may enter. The interests of the entities managed by Magnolia and Boulderado may not coincide with the interests of other holders of our Class A common stock. Theentities managed by Magnolia and Boulderado are in the business of making investments in companies and may, from time to time, acquire and hold interests inbusinesses that compete directly or indirectly with us. The entities managed by Magnolia and Boulderado may also pursue, for their own managers’ or members’accounts, acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. So longas each of MCF and BP continue to own our Class B common stock or entities managed by Magnolia and Boulderado own a majority of our outstanding Class Acommon stock, they will continue to be able to strongly influence or effectively control our decisions, including potential mergers or acquisitions, asset sales andother significant corporate transactions. 35Table of Contents Certain actions cannot be taken without the approval of MCF and BP due to their ownership of Class B common stock. MCF and BP, the holders of record of the shares of Class B common stock, exclusively and as a separate class, are entitled to elect two directors to ourBoard of Directors, which we refer to as the “Class B Directors,” which number of Class B Directors may be reduced pursuant to the terms and conditions of theAmended and Restated Voting and First Refusal Agreement between MCF and BP entered into on June 19, 2015, which we refer to as the "Amended and RestatedVoting and First Refusal Agreement." Any Class B Director may be removed without cause by, and only by, the affirmative vote of the holders of eighty percent(80%) of the shares of Class B common stock exclusively and as a separate class, given either at a special meeting of such stockholders duly called for that purposeor pursuant to a written consent of such stockholders. At any time when shares of Class B common stock are outstanding, we may not, without the affirmative vote of both of the Class B Directors: ●Amend, alter or otherwise change the rights, preferences or privileges of the Class B common stock, or amend, alter or repeal any provision of ourcertificate of incorporation or bylaws in a manner that adversely affects the powers, preferences or rights of the Class B common stock. ●Liquidate, dissolve or wind-up our business, effect any merger or consolidation or any other deemed liquidation event or consent to any of theforegoing. ●Create, or authorize the creation of, or issue or issue additional shares of Class B common stock, or increase the authorized number of shares of anyadditional class or series of capital stock. ●Increase or decrease the authorized number of directors constituting the Board of Directors. ●Hire, terminate, change the compensation of, or amend the employment agreements of, our executive officers. ●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 ourcapital stock. ●Create, or authorize the creation of, or issue, or authorize the issuance of any debt security, if our aggregate indebtedness for borrowed moneyfollowing such action would exceed $10,000, or guarantee, any indebtedness except for our own trade accounts arising in the ordinary course ofbusiness. ●Make, or permit any subsidiary to make, any loan or advance outside of the ordinary course of business to any employee or director. ●Create, or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by us or permitany direct or indirect subsidiary to sell, lease, or otherwise dispose of all or substantially all of the assets of any subsidiary. ●Change our principal business, enter new lines of business, or exit the current line of business. ●Enter into any agreement involving the payment, contribution, or assignment by us or to us of money or assets greater than $10,000. ●Enter into or be a party to any transaction outside of the ordinary course of business with any our directors, officers, or employees or any “associate”(as defined in Rule 12b-2 promulgated under the Exchange Act) of any such person or entity. ●Acquire, by merger, stock purchase, asset purchase or otherwise, any material assets or securities of any other corporation, partnership or other entity. 36Table of Contents Warrants issued by Yellowstone are accounted for as liabilities and the changes in value of these warrants could have a material effect on our financial results. The statement issued by the staff of the SEC in April 2021 (the "SEC Statement") regarding the accounting and reporting considerations for warrantsissued by SPACs focused on certain settlement terms and provisions related to certain tender offers following a business combination. The terms described in theSEC Statement are common in SPACs and are similar to the terms contained in the warrant agreement governing the warrants issued by Yellowstone. In responseto the SEC Statement, and in light of the inclusion of Yellowstone’s financial results in our consolidated financial statements, we reevaluated the accountingtreatment of Yellowstone’s warrants issued to the public in Yellowstone’s initial public offering, and determined to classify the public warrants as derivativeliabilities measured at fair value, with changes in fair value each period reported in earnings. As a result, included on our balance sheet as of December 31, 2020contained elsewhere in this Annual Report are derivative liabilities related to embedded features contained within the public warrants issued by Yellowstone.Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at eachbalance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As aresult of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly based on factors which are outside of ourcontrol. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on these Yellowstone warrants each reportingperiod until such time as these warrants are no longer outstanding or we are no longer required to include Yellowstone’s financial results in our consolidatedfinancial statements and that the amount of such gains or losses could be material. We have identified a material weakness in our internal control over financial reporting in connection with our accounting for certain complex featuresassociated with our ownership in Yellowstone, a special purpose acquisition company. This material weakness could continue to adversely affect our ability toreport our results of operations and financial condition accurately and in a timely manner. Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Ourmanagement is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknessesidentified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control overfinancial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented ordetected on a timely basis. As described elsewhere in this Annual Report, we identified a material weakness in the Company’s internal control over financial reporting as ofDecember 31, 2020. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is areasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Specifically,our management has concluded that the Company did not design and implement effective controls addressing the technical accounting complexities associatedwith the formation of and financial reporting for a special purpose acquisition company. This material weakness resulted in the restatement of our financialstatements contained in our Annual Report on Form 10-K for the year ended December 31, 2020. Additionally, this material weakness could result in amisstatement of the recorded Yellowstone warrant liability, Yellowstone Class A common stock and related accounts and disclosures that would result in amaterial misstatement of the financial statements that would not be prevented or detected on a timely basis. As a result of this material weakness, our managementconcluded that our internal control over financial reporting was not effective as of December 31, 2020. To respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation andimprovement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, andhave and continue to regularly engage independent outside accounting firms to review these and other complex accounting matters, we plan to enhance theseprocesses to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our financial statements. Our plans atthis time include performing an assessment of risks of material misstatement associated with the accounting and financial reporting for the special purposeacquisition company and evaluating the assignment of responsibilities associated with the accounting for the Company's investment in Yellowstone, includingconsidering hiring additional resources and providing additional training to existing resources. The elements of our remediation plan can only be accomplishedover time, and we can offer no assurance that these initiatives will ultimately have the intended effects. For a discussion of management’s consideration of thematerial weakness identified related to a significant and unusual transaction related to us sponsoring a special purpose acquisition company and our accounting forour investment in Yellowstone, see Note 2 to the accompanying financial statements, as well as Part II, Item 9A: Controls and Procedures included in this AnnualReport. Any failure to maintain effective internal control could adversely impact our ability to report our financial position and results from operations on a timelyand accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financialstatements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our Class A common stock is listed,the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Ineffective internal controls could also causeinvestors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock. Restated financialstatements and failures in internal control may also cause us to fail to meet reporting obligations, negatively affect investor confidence in our management and theaccuracy of our financial statements and disclosures, or result in adverse publicity and concerns from investors, any of which could have a negative effect on theprice of our securities, subject us to regulatory investigations and penalties or stockholder litigation, and have a material adverse impact on our financial condition. We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that anyadditional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal controlover financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future thosecontrols and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements. 37 Provisions in our charter documents and Delaware law could make an acquisition of us more difficult and may prevent attempts by our stockholders to replaceor remove our current management, even if beneficial to our stockholders. Provisions in our certificate of incorporation and our bylaws may discourage, delay or prevent a merger, acquisition or other change in control that somestockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our common stock. Theseprovisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, possibly depressing the market price of ourcommon stock. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace members of our Board of Directors. Because our Boardof Directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replacemembers of our management team. Our Board of Directors is authorized to issue preferred stock without stockholder approval, which could be used to institute a “poison pill” that wouldwork to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by our Board of Directors. Ourcertificate of incorporation authorizes our Board of Directors to issue up to 1,000,000 shares of preferred stock. The preferred stock may be issued in one or moreseries, the terms of which may be determined by our Board of Directors at the time of issuance or fixed by resolution without further action by the stockholders.These terms may include voting rights, preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. The issuanceof preferred stock could diminish the rights of holders of our common stock, and, therefore, could reduce the value of our common stock. In addition, specificrights granted to holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of our Board of Directors toissue preferred stock could delay, discourage, prevent or make it more difficult or costly to acquire or effect a change in control, thereby preserving the currentstockholders’ control. Delaware law and certain provisions in our certificate of incorporation and bylaws may prevent efforts by our stockholders to change the direction ormanagement of the Company. We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquirecontrol of us, even if a change of control would be beneficial to our existing stockholders. In addition, our certificate of incorporation, as amended, and bylawscontain provisions that may make the acquisition of the Company more difficult, including, but not limited to, the following: ●setting forth specific procedures regarding how our stockholders may nominate directors for election at stockholder meetings; ●permitting our Board of Directors to issue preferred stock without stockholder approval; and ●limiting the rights of stockholders to amend our bylaws. These provisions could discourage, delay or prevent a transaction involving a change in control of our Company. These provisions could also discourageproxy contests and make it more difficult for stockholders to elect directors of their choosing and cause us to take other corporate actions. In addition, because ourBoard of Directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders toreplace current members of our management team. Because 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 aprice greater than that which you paid for it. We do not intend to pay dividends for the foreseeable future, and our stockholders will not be guaranteed, or have contractual or other rights, to receivedividends. Our Board of Directors may, in its discretion, modify or repeal our dividend policy or discontinue entirely the payment of dividends. The declarationand payment of dividends depends on various factors, including: our net income, financial condition, cash requirements, future prospects and other factors deemedrelevant by our Board of Directors. In addition, state insurance regulators will limit the amount of dividends, if any, we can draw from our UCS insuranceoperations and Link’s credit agreement prohibits it from issuing dividends to us if as a result of any such dividend Link would be in violation of the financialcovenants set forth in the credit agreement. In addition, under the Delaware General Corporation Law, which we refer to as the “DGCL,” our Board of Directors may not authorize payment of adividend unless it is either paid out of our surplus, as calculated in accordance with the DGCL, or if we do not have a surplus, it is paid out of our net profits for thefiscal year in which the dividend is declared and/or the preceding fiscal year. 38Table of Contents If we are, or were, a U.S. real property holding corporation, non-U.S. holders of our Class A common stock could be subject to U.S. federal income tax on thegain from its sale, exchange or other disposition. If we are or ever have been a U.S. real property holding corporation, which we refer to as “USRPHC,” under the Foreign Investment in Real Property TaxAct of 1980 and applicable United States Treasury regulations, which we refer to collectively as the “FIRPTA Rules,” unless an exception applies, certain non-U.S.investors in our Class A common stock would be subject to U.S. federal income tax on the gain from the sale, exchange or other disposition of shares of ourClass A common stock, and such non-U.S. investor would be required to file a United States federal income tax return. In addition, the purchaser of such Class Acommon stock would be required to withhold a portion of the purchase price and remit such amount to the U.S. Internal Revenue Service. In general, under the FIRPTA Rules, a company is a USRPHC if its interests in U.S. real property comprise at least 50% of the fair market value of itsassets. If we are or were a USRPHC, so long as our Class A common stock is “regularly traded on an established securities market” (as defined under the FIRPTARules), a non-U.S. holder who, actually or constructively, holds or held no more than 5% of our Class A common stock is not subject to U.S. federal income tax onthe gain from the sale, exchange or other disposition of our common stock under FIRPTA Rules. In addition, other interests in equity of a USRPHC may qualifyfor this exception if, on the date such interest was acquired, such interests had a fair market value no greater than the fair market value on that date of 5% of ourClass A common stock. Any of our Class A common stockholders that are non-U.S. persons should consult their tax advisors to determine the consequences ofinvesting in our Class A common stock. You may be diluted by the future issuance of additional Class A common stock in connection with acquisitions, sales of our securities or otherwise. As of March 26, 2021, we had 12,663,329 shares of Class A common stock authorized but unissued under our certificate of incorporation. We will beauthorized to issue these shares of Class A common stock and options, rights, warrants and appreciation rights relating to Class A common stock for considerationand on terms and conditions established by our Board of Directors in its sole discretion, subject to applicable laws and NASDAQ rules, whether in connection withacquisitions, financings or otherwise. Any Class A common stock that we issue would dilute the percentage ownership held by current investors. In the future, we may issue our securities, including shares of our common stock, in connection with financings, investments or acquisitions. We regularlyevaluate potential acquisition opportunities, including ones that would be significant to us. We cannot predict the timing of any contemplated transactions, andnone are currently probable, but any pending transaction could be entered into shortly after the filing of this Annual Report on Form 10-K. The amount of shares ofour Class A common stock issued in connection with a financing, investment or acquisition could constitute a material portion of our then-outstanding shares ofClass A common stock. Any issuance of additional securities in connection with financings, investments or acquisitions may result in additional dilution to you. Our authorized preferred stock exposes holders of our common stock to certain risks. Our certificate of incorporation authorizes the issuance of up to 1,000,000 shares of preferred stock. The authorized but unissued preferred stockconstitutes what is commonly referred to as “blank check” preferred stock. This type of preferred stock may be issued by the Board of Directors from time to timeon any number of occasions, without stockholder approval, as one or more separate series of shares comprised of any number of the authorized but unissued sharesof preferred stock, designated by resolution of the Board of Directors stating the name and number of shares of each series and setting forth separately for suchseries the relative rights, privileges and preferences thereof, including, if any, the: (i) rate of dividends payable thereon; (ii) price, terms and conditions ofredemption; (iii) voluntary and involuntary liquidation preferences; (iv) provisions of a sinking fund for redemption or repurchase; (v) terms of conversion tocommon stock, including conversion price and antidilution protection, and (vi) voting rights. Such preferred stock may provide our Board of Directors the ability tohinder or discourage any attempt to gain control of us by a merger, tender offer at a control premium price, proxy contest or otherwise. Consequently, the preferredstock could entrench our management. The market price of our Class A common stock could be depressed to some extent by the existence of the preferredstock. As of March 26, 2021, no shares of preferred stock have been issued. 39Table of Contents Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions andproceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us orour directors, officers, employees or agents. Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State ofDelaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf,(ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any actionasserting a claim arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws, (iv) any action to interpret, apply, enforce ordetermine the validity of our certificate of incorporation or our bylaws or (v) any action asserting a claim against us that is governed by the internal affairs doctrine.Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisionsof our certificate of incorporation described in the preceding sentence. This choice of forum provision may limit a stockholder’s ability to bring a claim in ajudicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and suchpersons. Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of thespecified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affectour business, financial condition or results of operations. Our directors have limited liability under Delaware law. Pursuant to our certificate of incorporation, and Delaware law, our directors are not liable to us or our stockholders for monetary damages for breach offiduciary duty, except for: liability in connection with a breach of the duty of loyalty; acts or omissions not in good faith; acts or omissions that involve intentionalmisconduct or a knowing violation of law; dividend payments or stock repurchases that are illegal under Delaware law; or any transaction in which a director hasderived an improper personal benefit. Accordingly, except in those circumstances, our directors will not be liable to us or our stockholders for breach of their duty. Our ability to use our net operating loss carry forwards may be subject to limitation and may result in increased future tax liability. Sections 382 and 383 of the Internal Revenue Code contain rules that limit the ability of a company that undergoes an “ownership change” to utilize itsnet operating loss and tax credit carry forwards and certain built-in losses recognized in years after the ownership change. An “ownership change” is generallydefined in Section 382 of the Internal Revenue Code as any change in ownership of more than 50% of a corporation’s stock over a rolling three-year period bystockholders that own (directly or indirectly) 5% or more of the stock of a corporation, or arising from a new issuance of stock by a corporation. If an ownershipchange occurs, Section 382 generally imposes an annual limitation on the use of pre-ownership change net operating losses, which we refer to as “NOLs,” creditsand certain other tax attributes to offset taxable income earned after the ownership change. The annual limitation is equal to the product of the applicable long-termtax exempt rate and the value of the company’s stock immediately before the ownership change. This annual limitation may be adjusted to reflect any unusedannual limitation for prior years and certain recognized built-in gains and losses for the year. In addition, Section 383 generally limits the amount of tax liability inany post-ownership change year that can be reduced by pre-ownership change tax credit carryforwards. This could result in increased U.S. federal income taxliability for us if we generate taxable income in a future period. Limitations on the use of NOLs and other tax attributes could also increase our state tax liability.The use of our tax attributes will also be limited to the extent that we do not generate positive taxable income in future tax periods. As a result of these limitations,we may be unable to offset future taxable income (if any) with losses, or our tax liability with credits, before such losses and credits expire. Accordingly, theselimitations may increase our federal income tax liability. NOLs generated during 2018 and thereafter do not expire. As of December 31, 2020, we had NOLs of approximately $25.0 million. We continue to assess the impact of the 2018 private placement, our “at themarket” offerings, our 2020 public offering and other transactions to determine whether an “ownership change,” as defined in Section 382 of the Internal RevenueCode, has occurred and, if so, the limitations on our ability to utilize NOLs. Additionally, it is possible that future transactions may cause us to undergo one ormore ownership changes. Certain of these NOLs may be also at risk of limitation in the event of a future ownership change. We have U.S. federal and state NOLs. In general, NOLs in one state cannot be used to offset income in any other state. Accordingly, we may be subject totax in certain jurisdictions even if we have unused NOLs in other jurisdictions. Also, each jurisdiction in which we operate may have its own limitations on ourability to utilize NOLs or tax credit carryovers generated in that jurisdiction. These limitations may increase our federal, state, and/or foreign income tax liability. 40Table of Contents Item 1B. Unresolved Staff Comments. None. Item 2. Properties. Our corporate headquarters is located in Omaha, Nebraska. As of December 31, 2020, we maintained offices in various locations in the United Stateswith leases expiring between 2021 and 2033. In connection with the acquisition of various billboard sites, we own a small percentage of these sites and inmost instances lease the sites from third parties. Land leases related to the structures are typically paid in advance for periods ranging from one to twelve months.The lease contracts include those with fixed payments and those with escalating payments. Some of the lease contracts contain a base rent payment plus anadditional amount up to a particular percentage of revenue. In the opinion of our management, our properties are adequate and suitable for our business aspresently conducted and are adequately maintained. We also own several parcels in Arizona used by our broadband business for storage of equipment. Item 3. 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 orclaims related to our business activities, including, without limitation, workers’ compensation claims and employment-related disputes. In the opinion of ourmanagement, none of the pending litigation, disputes or claims against us, if decided adversely, will have a material adverse effect individually or in the aggregateon our financial condition, cash flows or results of operations. Item 4. Mine Safety Disclosures. Not applicable. PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Certain Information Regarding the Trading of Our Common Stock Since June 16, 2017, our Class A common stock publicly trades under the symbol “BOMN” on the NASDAQ Capital Market. Prior to this time, our ClassA common stock was traded on the OTCQX with limited trading volume. Currently, there is no public trading market for our Class B common stock. As of March 26, 2021, the closing price per share of our common stock was $35.42, as reported by NASDAQ. Holders of Our Common Stock As of March 26, 2021, there were approximately 79 holders of record of shares of our Class A common stock. This number does not include stockholdersfor whom shares are held in “nominee” or “street” name. As of March 26, 2021, there were 26,175,555 shares of Class A common stock outstanding. As of March26, 2021, we also had 1,055,560 shares of Class B common stock held entirely by MCF and BP, as well as warrants held by MCF to purchase up to an additional52,778 shares of our Class B common stock, warrants held by BP to purchase up to 51,994 shares of our Class B common stock, and warrants held by anunaffiliated investor to purchase up to 784 shares of our Class A common stock, each at exercise prices ranging from $8.00 to $10.00 per share. 41Table of Contents Dividend Policy We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to finance thegrowth and development of our business. We do not intend to pay any cash dividends to the holders of our common stock in the foreseeable future. We are notrequired to pay dividends, and our stockholders will not be guaranteed, or have contractual or other rights to receive, dividends. The declaration and payment ofany future dividends will be at the sole discretion of our Board of Directors and will depend upon, among other things, our earnings, financial condition, capitalrequirements, level of indebtedness, contractual restrictions with respect to the payment of dividends, opportunity set for retained capital, and other considerationsthat our Board of Directors deems relevant. In addition, state insurance regulators will limit the amount of dividends, if any, we can draw from our UCS insuranceoperations. In addition, Link's loan credit facility limits its ability to issue cash dividends to us during any period in which it is in default of any loan covenant. OurBoard of Directors may decide, in its discretion, at any time, to modify or repeal the dividend policy or discontinue entirely the payment of dividends. The ability of our Board of Directors to declare a dividend is also subject to limits imposed by Delaware corporate law. Under Delaware law, our Boardof Directors and the boards of directors of our corporate subsidiaries incorporated in Delaware may declare dividends only to the extent of our “surplus,” which isdefined as total assets at fair market value minus total liabilities, minus statutory capital, or if there is no surplus, out of net profits for the fiscal year in which thedividend is declared and/or the preceding fiscal year. Recent Sales of Unregistered Securities On March 18, 2020, we announced the authorization of a share repurchase program which allows us to repurchase up to $20 million of our Class Acommon stock. We have not yet repurchased any shares under this program and we cannot predict when or if we will repurchase any shares of Class A commonstock as the determination whether to effect any share repurchases will depend on a number of factors, including constraints specified in any Rule 10b5-1 tradingplans, price, general business and market conditions, and alternative investment opportunities. Equity Compensation Plans We currently do not have any equity compensation plans under which our equity securities are authorized for issuance. Issuer Purchases of Equity Securities Not applicable. Item 6.Selected Financial Data. Not applicable as we are a “smaller reporting company.” 42Table of Contents Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations. You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financialstatements and related notes appearing elsewhere in this Annual Report on Form 10-K. The following discussion contains forward-looking statements that involverisks and uncertainties. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as aresult of certain factors, including those discussed below and as set forth under Summary Risk Factors and “Item 1A. Risk Factors.” Please also refer to thesection under the heading “Cautionary Note Concerning Forward-Looking Statements.” Overview We are currently engaged in outdoor billboard advertising, surety insurance and related brokerage businesses, and broadband services businesses. Inaddition, we hold minority investments in commercial real estate management and brokerage services, a bank focused on servicing the automotive loan market, ahomebuilding company with operations located primarily in the Southeast United States, and serve as sponsor of Yellowstone Acquisition Company("Yellowstone"), a publicly-traded special purpose acquisition company ("SPAC"). Billboards. In June 2015, we commenced our billboard business operations through acquisitions by Link, our wholly-owned subsidiary, of smallerbillboard companies located in the Southeast United States and Wisconsin. During July and August 2018, we acquired the membership interest or assets of threelarger billboard companies which increased our overall billboard count to approximately 2,900 billboards. In addition, we have made additional billboardacquisitions 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. Asof March 26, 2021, we operate approximately 3,200 billboards with approximately 6,000 advertising faces. One of our principal business objectives is tocontinue to acquire additional billboard assets through acquisitions of existing billboard businesses in the United States when they can be made at what we believeto be attractive prices relative to other opportunities generally available to us. Surety Insurance. In April 2016, our surety insurance business commenced with the acquisition of a surety insurance brokerage business with a nationalinternet-based presence. In December 2016, we completed the acquisition of UCS, a surety insurance company, which at that time was licensed to issue suretybonds in only nine states. UCS now has licenses to operate in all 50 states and the District of Columbia. In addition, over the last four years, we have alsoacquired additional surety insurance brokerage businesses located in various regions of the United States. Broadband Services. In March 2020, we commenced our broadband services business with the acquisition of substantially all of the assets of FibAire andprovide these services to over 7,000 customers located in Arizona. On December 29, 2020, we acquired substantially all of the business assets of UBB and providebroadband services to over 10,000 subscribers throughout Utah. We hope to continue to expand in Arizona, Utah and other locales. Investments: ●Since September 2015, we have made a series of investments in commercial real estate, a commercial real estate management, brokerage and relatedservices business as well as an asset management business. We currently own 30% of Logic and approximately 49.9% of 24th Street Holding Co.,both directly and indirectly through our ownership in Logic. In addition, we have invested, through one of our subsidiaries, an aggregate of $6million in 24th Street Fund I, LLC and 24th Street Fund II, LLC. These funds are managed by 24th Street Asset Management, LLC, a subsidiary of 24th Street Holding Co. and will focus on opportunities within secured lending and direct investments in commercial real estate. ●In December 2017, we invested $10 million in common units of DFH, the parent company of Dream Finders Homes, LLC, a national home builderwith operations in Colorado, Florida, Georgia, Maryland, North Carolina, South Carolina, Texas and northern Virginia. In addition to itshomebuilding operations, DFH's subsidiaries provide mortgage loan origination and title insurance services to homebuyers. In May 2019, weinvested, through one of our subsidiaries, an additional $12 million in DFH through the purchase of preferred units with a mandatory preferred returnof 14%. These preferred units were subsequently redeemed by DFH in 2020. On January 25, 2021, Dream Finders Homes, Inc., a wholly ownedsubsidiary of DFH, completed its initial public offering and implemented an internal reorganization (the “Merger”) pursuant to which Dream FindersHomes, Inc. became a holding company and sole manager of DFH. Upon completion of the Merger, our outstanding common units in DFH wereconverted into 4,681,099 shares of Class A Common Stock of Dream Finders Homes, Inc., and one of our subsidiaries purchased an additional120,000 shares of Class A common stock in the initial public offering. The DFH shares purchased in 2017 are restricted securities and are subject to alock-up for a period through July 19, 2021 and subject to trading limitations under Rule 144 as we are currently deemed an affiliate of DFH as weown more than 10% of its Class A common stock. Prior to its initial public offering, we loaned DFH $20,000,000 to assist it in financing anacquisition which was consummated prior to its initial public offering. This loan was repaid in full with interest in early 2021. ●In May 2018, we invested, through one of our subsidiaries, approximately $19 million through the purchase of common stock of CB&T HoldingCorporation, the privately-held parent company of Crescent Bank & Trust, Inc. Crescent is located in New Orleans and generates the majority of itsrevenues from indirect subprime automobile lending across the United States. ●In October 2020, our subsidiary BOC Yellowstone served as sponsor for the underwritten initial public offering of a special purpose acquisitioncompany named Yellowstone. Yellowstone sold in its public offering 13,598,898 units at a price of $10.00 per unit, each unit consisting of one shareof 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 pershare. Between August and November 2020, we invested, through BOC Yellowstone, approximately $7.8 million through the purchase of 3,399,724shares of Class B common stock and 7,719,779 non-redeemable private placement warrants, each warrant entitling us to purchase one share of ClassA common stock at $11.50 per share. BOC Yellowstone as the sponsor of Yellowstone and under the terms of the public offering, ownsapproximately 20% of the issued and outstanding common stock. The purpose of the offering is to pursue a business combination in an industry otherthan the three industries in which we currently own and operate businesses: outdoor advertising, surety insurance and broadband services businesses.Yellowstone allows us to pursue a minority interest in larger companies in other industries without diluting the equity interests of our Boston Omahashareholders. Yellowstone is currently focusing on acquisition candidates in the homebuilding, home materials, financial services and commercialreal estate management industries but is also able to pursue acquisition opportunities in other industries. As of December 31, 2020, Yellowstone isconsolidated within the financial statements included within this Form 10-K as we have concluded that Yellowstone is a Variable Interest Entity ofwhich we are the primary beneficiary. As such, our investment in Yellowstone, consisting of the Class B common stock (Founders Shares) andprivate placement warrants, is eliminated in consolidation. 43Table of Contents 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 forour services, which we hope will be a differentiating factor for customers. Our insurance market primarily services small contractors, small and medium-sizedbusinesses and individuals required to provide surety bonds (i) in connection with their work for government agencies and others, (ii) in connection withcontractual obligations, or (iii) to meet regulatory requirements and other needs. We have expanded the licensing of the UCS business to all 50 states and theDistrict of Columbia. In outdoor advertising, our plan is to continue to grow this business through acquisitions of billboard assets. We also expect to expand ourbroadband services in Arizona, Utah and in the future in other locations. We also expect to continue to make additional investments in real estate managementservice businesses, as well as in other businesses. In the future, we expect to expand the range of services we provide in the insurance sector, seek to continue toexpand our billboard operations and broadband services and to possibly consider acquisitions of other businesses, as well as investments, in other sectors. Ourdecision 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 businesseswhich we believe provide the potential for sustainable earnings at an attractive level relative to capital employed and, with regard to investment, we believe havethe 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 anticipatedlong-term demand for these services. In the outdoor billboard business, government restrictions often limit the number of additional billboards that may beconstructed. At the same time, advances in billboard technology provide the opportunity to improve revenues through the use of digital display technologies andother new technologies. In the surety insurance business, new insurance companies must be licensed by state agencies that impose capital, management and otherstrict requirements on these insurers. These hurdles are at the individual state level, with statutes often providing wide latitude to regulators to impose judgmentalrequirements upon new entrants. In addition, new distribution channels in certain areas of surety may provide a new opportunity. In the real estate managementservices market, we believe the continued growth of commercial real estate in many sections of the United States will provide opportunities for managementservices for the foreseeable future. We also believe our investment in both CB&T and DFH provides the opportunity for each company to significantly grow itsbusiness. We invest our available capital and the surplus capital from UCS in a wide range of securities, including equity securities of large cap public companies,various corporate and government bonds and U.S. treasuries. In broadband services, we believe that our Fiber to the Home, which we refer to as "FTTH", servicescan compete with traditional cable operators as broadband provides higher rates of transmission and improved speed to consumers and that, once built, othercompetitors may be less willing to compete in communities which we serve. How We Generate Our Revenues and Evaluate Our Business We currently generate revenues primarily through billboard advertising and related services, from the sale of surety insurance and related brokerageactivities and by providing high-speed broadband services. Revenue for outdoor advertising space rental is recognized on a straight-line basis over the term of thecontract and advertising revenue is reported net of agency commissions. Payments received in advance of being earned are recorded as deferred revenue. In oursurety insurance business, premiums written are recognized as revenues based on a pro rata daily calculation over the respective terms of the policies in-force.Unearned premiums represent the portion of premiums written applicable to the unexpired term of the policies in-force. In connection with our surety agencybusiness, insurance commissions are recognized at a point in time, on a bond-by-bond basis as of the policy effective date and are generally nonrefundable. In ourbroadband 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 theservices 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. Wedefine segment gross profit as segment revenues less segment direct cost of services. In our billboard business, direct cost of services includes land leases, utilities,repairs and maintenance of equipment, sales commissions, contract services, and other billboard level expenses. In our surety business, direct cost of servicesincludes commissions, premium taxes, fees and assessments, and losses and loss adjustment expenses. In our broadband business, direct costs of services includesnetwork operations and data costs, programming costs, cell site rent and utilities, and other broadband level expenses. 44Table of Contents Results of Operations Year Ended December 31, 2020 Compared to Year Ended December 31, 2019 The following is a comparison of our results of operations for the year ended December 31, 2020, which we refer to as “fiscal 2020,” compared to theyear ended December 31, 2019 which we refer to as “fiscal 2019.” Our results for fiscal 2020 include the operating results of our broadband services businesswhich began during the first quarter of fiscal 2020. Therefore, comparisons of our results for fiscal 2020 to fiscal 2019 may not be meaningful. Revenues. For fiscal 2020 and fiscal 2019, our revenues in dollars and as a percentage of total revenues were as follows: For the Years Ended December 31, 2020 2019 2020 vs 2019 Amount As a % ofTotalRevenues Amount As a % ofTotalRevenues $ Variance Revenues: Billboard rentals, net $28,260,964 61.8% $28,429,167 68.7% $(168,203)Broadband services 3,836,537 8.4% - - 3,836,537 Premiums earned 11,723,886 25.6% 10,944,313 26.4% 779,573 Insurance commissions 1,494,379 3.3% 1,567,331 3.8% (72,952)Investment and other income 427,697 0.9% 448,327 1.1% (20,630)Total Revenues $45,743,463 100.0% $41,389,138 100.0% $4,354,325 We realized total revenues of $45,743,463 during fiscal 2020, an increase of 10.5% over revenues of $41,389,138 during fiscal 2019. The increase in totalrevenues was largely driven by our acquisition of FibAire in March 2020 as well as premiums earned at UCS, reflecting our ability to issue surety bonds in all 50states and the District of Columbia and prior year growth within our rental guarantee bond program. However, due to the current disruption in this market, wehave suspended issuing new rental guarantee bonds, which could significantly reduce future revenues at UCS. We recognize revenues for written premium overthe life of the surety bond and, as a result, increased sales activities are not fully reflected in the quarter in which the surety bond is issued. ●Net billboard rentals decreased 0.6% in fiscal 2020, when compared to fiscal 2019, reflecting a reduction in rental and occupancy rates across anumber of our markets due to COVID-19. The decline due to COVID-19 was partially offset by the acquisition of billboards from Image in the thirdquarter of fiscal 2019, which accounted for approximately 4% of our billboard revenues in fiscal 2020. ●Revenue from broadband services was $3,836,537 in fiscal 2020, mainly reflecting the FibAire acquisition completed in March 2020. ●Premiums earned from our UCS insurance subsidiary increased 7.1% in fiscal 2020, when compared to fiscal 2019. The increase in premiums earnedwas primarily due to an increase in gross written premium now that UCS is licensed in all 50 states and the District of Columbia and prior yeargrowth within our rental guarantee bond program. However, due to the current disruption in this market, we have suspended issuing new rentalguarantee bonds, which is expected to reduce future revenues at UCS. Revenues from our rental guarantee bond program accounted for $5,536,165 ofUCS revenues in fiscal 2020. We recognize revenues for written premium over the life of the surety bond and, as a result, increased sales activitiesare not fully reflected in the quarter in which the surety bond is issued. ●Revenue from insurance commissions generated by our surety brokerage operations decreased 4.7% in fiscal 2020, when compared to fiscal2019. The decrease in commission revenue is primarily due to our agents placing more surety bond business through UCS but also due to a reductionin demand as some of the markets we serve (contractors, small businesses, residential and commercial lease) were impacted by COVID-19. ●Investment and other income at UCS decreased 4.6% in fiscal 2020 from $448,327 in fiscal 2019 due to the decline in interest rates over the pastyear. 45Table of Contents Expenses. For fiscal 2020 and fiscal 2019, our expenses in dollars and as a percentage of total revenues were as follows: For the Years Ended December 31, 2020 (As Restated) 2019 2020 vs 2019 Amount As a % ofTotalRevenues Amount As a % ofTotalRevenues $ Variance Costs and Expenses: Cost of billboard revenues $11,272,349 24.7% $11,321,149 27.4% $(48,800)Cost of broadband revenues 546,106 1.2% - - 546,106 Cost of insurance revenues 6,690,203 14.6% 6,290,218 15.2% 399,985 Employee costs 13,041,388 28.5% 11,945,895 28.9% 1,095,493 Professional fees 4,186,841 9.2% 3,664,370 8.9% 522,471 General and administrative 6,595,872 14.4% 6,346,698 15.3% 249,174 Amortization 3,987,003 8.7% 10,471,973 25.3% (6,484,970)Depreciation 3,704,700 8.1% 3,102,168 7.5% 602,532 Loss on disposition of assets 199,555 0.4% 223,890 0.5% (24,335)Bad debt expense 373,649 0.8% 299,881 0.7% 73,768 Accretion 140,704 0.3% 134,992 0.3% 5,712 Total Costs and Expenses $50,738,370 110.9% $53,801,234 130.0% $(3,062,864) During fiscal 2020, we had total costs and expenses of $50,738,370, as compared to total costs and expenses of $53,801,234 in fiscal 2019. Total costsand expenses as a percentage of revenues decreased to 110.9% in fiscal 2020 from 130.0% in fiscal 2019. This improvement reflects our increase in total revenuesand a reduction in amortization expense due to extending the amortization period from three years to ten years for customer relationships within our billboardsegment during the fourth quarter of fiscal 2019. In fiscal 2020, cost of billboard revenues, cost of insurance revenues, employee costs, general and administrativeexpenses and amortization expense decreased as a percentage of total revenues when compared to fiscal 2019. Loss on disposition of assets, bad debt expense andaccretion, primarily associated with our billboard business, remained relatively constant as a percentage of revenues. ●During fiscal 2020, cost of billboard revenues decreased $48,800, or 0.4%, when compared to fiscal 2019. The decrease was mainly related to lowerground rent expense and commissions paid and was partially offset by costs associated with the acquisition of billboards from Image in the thirdquarter of fiscal 2019. ●During fiscal 2020, cost of insurance revenues increased by $399,985, or 6.4%, when compared to fiscal 2019. The increase was mainly drivenby increased loss reserves at UCS related to its rental guarantee bond program due to the uncertainty caused by COVID-19 which has led to higherlosses and loss adjustment expense. ●Employee costs in fiscal 2020 increased $1,095,493 from fiscal 2019. The increase was mainly driven by the addition of our broadband servicesbusiness in March 2020 and was partially offset by lower employee costs within our billboard and insurance businesses. ●Professional fees in fiscal 2020 were $4,186,841, or 9.2% of total revenues, as compared to $3,664,370, or 8.9% of total revenues, in fiscal 2019.Professional fees mainly include costs associated with third-party accounting, audit, legal, and acquisition related expenses. In addition, theconsolidation of Yellowstone added $656,563 in professional fees in fiscal 2020. ●General and administrative expenses in fiscal 2020 increased $249,174 from fiscal 2019. The increase was mainly driven by the consolidation ofYellowstone, which added $312,290 in general and administrative expenses, and the addition of our broadband services business in fiscal 2020.These increases were partially offset by lower general and administrative expenses within our billboard and insurance businesses. ●Non-cash expenses in fiscal 2020 included $3,987,003 in amortization expense, $3,704,700 in depreciation expense, and $140,704 in accretionexpense related to asset retirement obligations for certain billboard and broadband assets. Amortization expense decreased by 61.9% from fiscal 2019to fiscal 2020 as we extended the amortization period from three years to ten years to better reflect the estimated economic lives of our customerrelationships within our billboard segment. Net Loss from Operations. Net loss from operations in fiscal 2020 was $4,994,907, or 10.9% of total revenues, as compared to a net loss from operationsof $12,412,096, or 30.0% of total revenues, in fiscal 2019. The decrease in net loss from operations in dollars was primarily due to increased revenue within ourinsurance operations, the addition of our broadband services operations, as well as a decrease in amortization expense after extending the amortization period fromthree years to ten years for customer relationships within our billboard segment. Our net loss from operations included $7,832,407 from non-cash amortization,depreciation and accretion expenses in fiscal 2020, as compared to $13,709,133 in fiscal 2019. Other Income (Expense). In fiscal 2020, we had net other income of $2,566,655. Net other income included $5,714,207 in realized gains mainly from thesale of large publicly traded equity securities held at Boston Omaha, $5,575,571 in equity in income of unconsolidated affiliates, interest income of$1,661,680 primarily derived from our DFH preferred units, interest on our short term loan to DFH, as well as from our investments in short-term treasurysecurities, and $1,074,539 in dividend income from public equity securities held by Boston Omaha. These items were partially offset by $10,399,932 fromunrealized losses mainly on large publicly traded equity securities held by Boston Omaha as well as UCS and interest expense of $841,828 mainly incurred underLink's term loan which commenced in August 2019. During fiscal 2019, we had net other income of $10,930,831, which included $6,273,337 in unrealized gainson securities, $3,198,527 of interest income, $710,169 in dividend income, $572,181 in realized gains on disposition of investments, $479,366 in equity in incomeof unconsolidated affiliates, and $302,749 in interest expense. As a result of a change in GAAP effective in 2018, we are required to include the unrealized changes in market prices of investments in public equitysecurities in our reported earnings. As stated above, we experienced unrealized losses of $10,399,932 in the value of our securities during fiscal 2020. Thiscontrasts with unrealized gains in the value of our securities of $6,273,337 during fiscal 2019. While we intend to hold our current securities for the longer term,we may in the future choose to sell them for a variety of reasons resulting in realized losses or gains. Net Loss Attributable to Common Stockholders. We had a net loss attributable to common stockholders in the amount of $49,089 in fiscal 2020, or a lossper share of $0.00, based on 25,675,820 weighted average shares outstanding. This is compared to a net loss attributable to common stockholders of $1,486,923 infiscal 2019, or a loss per share of $0.07, based on 22,778,405 weighted average shares outstanding. 46Table of Contents The following tables report results for the three segments in which we operate, billboards, insurance and broadband, for fiscal 2020 and fiscal 2019: Results of Billboard Operations For the Years Ended December 31, 2020 2019 Amount As a % of SegmentOperatingRevenues Amount As a % of SegmentOperatingRevenues Operating Revenues Billboard rentals, net $28,260,964 100.0% $28,429,167 100.0%Cost of Revenues Ground rents 6,119,523 21.7% 6,238,827 22.0%Utilities 1,220,543 4.3% 1,166,644 4.1%Commissions paid 2,715,850 9.6% 2,708,485 9.5%Other costs of revenues 1,216,433 4.3% 1,207,193 4.2%Total cost of revenues 11,272,349 39.9% 11,321,149 39.8%Gross margin 16,988,615 60.1% 17,108,018 60.2%Other Operating Expenses Employee costs 5,775,915 20.4% 6,027,205 21.2%Professional fees 648,889 2.3% 700,626 2.5%General and administrative 2,675,330 9.5% 3,094,573 10.9%Amortization 3,291,245 11.7% 9,313,916 32.8%Depreciation 3,344,960 11.8% 3,080,775 10.8%Accretion 138,982 0.5% 134,992 0.5%Loss on disposition of assets 133,914 0.5% 223,890 0.8%Bad debt expense 371,838 1.3% 297,146 1.0%Total expenses 16,381,073 58.0% 22,873,123 80.5%Segment Income (Loss) from Operations 607,542 2.1% (5,765,105) (20.3%)Interest expense, net (833,980) (2.9%) (251,657) (0.9%)Net Loss Attributable to Common Stockholders $(226,438) (0.8%) $(6,016,762) (21.2%) Comparison of Fiscal 2020 to Fiscal 2019. In fiscal 2020, net billboard revenues decreased by 0.6% from fiscal 2019, reflecting a reduction in rental andoccupancy rates across a number of our markets due to COVID-19. The decline due to COVID-19 was partially offset by the acquisition of billboards from Imagein the third quarter of fiscal 2019, which accounted for approximately 4% of our billboard revenues in fiscal 2020. Segment income from billboard operationsimproved mainly due to the reduction in amortization expense. In the fourth quarter of fiscal 2019, we updated our analysis of economic lives of customerrelationships and extended the amortization period from 3 years to 10 years to better reflect the estimated economic lives of our billboard customers. The keyfactors affecting our billboard operations results during fiscal 2020 were as follows: ●Ground rent expense as a percentage of total segment operating revenues decreased from 22.0% in fiscal 2019 to 21.7% in fiscal 2020. ●Commissions paid as a percentage of total segment operating revenues increased from 9.5% in fiscal 2019 to 9.6% in fiscal 2020. ●Employee costs in fiscal 2020 decreased 4.2% when compared to the fiscal 2019. ●Amortization expense in fiscal 2020 decreased by $6,022,671 from fiscal 2019. The decrease is primarily due to extending the amortization periodfrom three years to ten years for customer relationships. ●General and administrative expenses in fiscal 2020 decreased 13.5% when compared to fiscal 2019. The decrease was primarily driven by a reductionin travel related expenses as well as other cost savings initiatives due to COVID-19. ●Net interest expense of $833,980 in fiscal 2020 compared to net interest expense of $251,657 in fiscal 2019. The increase in interest expense wasrelated to Link's $18 million and $5.5 million term loans, which commenced in August 2019 and August 2020, respectively. 47Table of Contents Results of Insurance Operations For the Years Ended December 31, 2020 2019 Amount As a % of SegmentOperatingRevenues Amount As a % of SegmentOperatingRevenues Operating Revenues Premiums earned $11,723,886 85.9% $10,944,313 84.4%Insurance commissions 1,494,379 11.0% 1,567,331 12.1%Investment and other income 427,697 3.1% 448,327 3.5%Total operating revenues 13,645,962 100.0% 12,959,971 100.0%Cost of Revenues Commissions paid 3,468,747 25.4% 4,114,251 31.7%Premium taxes, fees, and assessments 305,069 2.2% 386,617 3.0%Losses and loss adjustment expense 2,916,387 21.4% 1,789,350 13.8%Total cost of revenues 6,690,203 49.0% 6,290,218 48.5%Gross margin 6,955,759 51.0% 6,669,753 51.5%Other Operating Expenses Employee costs 4,322,677 31.7% 5,094,581 39.3%Professional fees 459,096 3.3% 250,992 1.9%General and administrative 1,885,057 13.8% 2,358,416 18.2%Amortization 461,383 3.4% 1,158,057 9.0%Depreciation 23,112 0.2% 21,393 0.2%Bad debt expense 1,811 0.0% 2,735 0.0%Total expenses 7,153,136 52.4% 8,886,174 68.6%Segment Loss from Operations (197,377) (1.4%) (2,216,421) (17.1%)Interest income (expense) (359) (0.0%) 151 0.0%Unrealized gain (loss) on securities (90,886) (0.7%) 1,193,042 9.2%Gain on sale of investments 269,701 2.00% 557,279 4.3%Noncontrolling interest in subsidiary income - - (5,658) (0.0%)Net Loss Attributable to Common Stockholders $(18,921) (0.1%) $(471,607) (3.6%) Comparison of Fiscal 2020 to Fiscal 2019. In fiscal 2020, total operating revenues increased by 5.3% when compared to fiscal 2019, primarily due to a7.1% increase in premiums earned at UCS. Segment loss from insurance operations improved mainly due to lower operating expenses when compared to fiscal2019. The key factors affecting our insurance operations results during fiscal 2020 were as follows: ●Premiums earned from our UCS insurance subsidiary increased 7.1% in fiscal 2020, when compared to fiscal 2019, reflecting an increase in grosswritten premium now that UCS is licensed in all 50 states and the District of Columbia and prior year growth within our rental guarantee bondprogram. However, due to the current disruption in this market, we have suspended issuing new rental guarantee bonds, which is expected to reducefuture revenues at UCS as revenues from this product line accounted for $5,536,165 of UCS revenues in fiscal 2020. ●Our brokerage operations realized a 4.7% decrease in insurance commissions from other insurance carriers in fiscal 2020,when compared to fiscal2019. The decrease is mainly due to our agents being able to place more surety bond business through UCS but also due to a reduction in overalldemand during fiscal 2020 as some of the markets we serve (contractors, small businesses, residential and commercial lease) were impacted byCOVID-19. ●Commissions paid in fiscal 2020 decreased by $645,504 from fiscal 2019 primarily due to the suspension of UCS's rental guarantee bond program,which generally provided a higher commission structure. ●Our losses and loss adjustment expense as a percentage of insurance revenues increased from 13.8% in fiscal 2019 to 21.4% in fiscal 2020. Duringfiscal 2020, UCS increased its loss reserves related to its rental guarantee bond program due to the uncertainty caused by COVID-19. ●Employee costs and general and administrative expenses as a percentage of revenue decreased to 31.7% and 13.8%, respectively, during fiscal 2020.This is compared to 39.3% and 18.2%, respectively, during fiscal 2019. ●During fiscal 2020, our segment loss from insurance operations of $197,377 was offset by gain on sale of investments of $269,701 from ourinvestments in publicly traded securities. We expect to continue to invest a portion of our excess capital in accordance with insurance regulatorylimitations in both large-cap publicly traded equity securities and bonds. These investments are subject to the risk of loss in value depending uponmarket conditions and factors outside of our control. 48Table of Contents Results of Broadband Operations For the Years Ended December 31, 2020 2019 Amount As a % of SegmentOperatingRevenues Amount As a % of SegmentOperating Revenues Operating Revenues Broadband revenues $3,836,537 100.0% $- - Cost of Revenues Network operations and data costs 243,980 6.3% - - Programming costs 71,500 1.9% - - Cell site rent and utilities 65,181 1.7% - - Other costs of revenues 165,445 4.3% - - Total cost of revenues 546,106 14.2% - - Gross margin 3,290,431 85.8% - - Other Operating Expenses Employee costs 1,649,478 43.0% - - Professional fees 113,029 2.9% - - Depreciation 336,628 8.8% - - Amortization 234,375 6.1% - - General and administrative 500,598 13.1% - - Accretion 1,722 0.0% - - Loss on disposition of assets 65,641 1.7% - - Total expenses 2,901,471 75.6% - - Segment Income from Operations 388,960 10.2% - - Interest expense, net (3,495) (0.1%) - - Noncontrolling interest in subsidiary income (40,681) (1.1%) - - Net Income Attributable to Common Stockholders $344,784 9.0% $- - Comparison of Fiscal 2020 to Fiscal 2019. In March 2020, we commenced our broadband services business with the acquisition of substantially all of the assets ofFibAire. In December 2020, we acquired substantially all of the business assets of UBB. Therefore, comparisons of our broadband results for fiscal 2020 to fiscal2019 may not be meaningful. 49Table of Contents Cash Flows Cash Flows for Fiscal 2020 compared to Fiscal 2019. The table below summarizes our cash flows in dollars for fiscal 2020 and fiscal 2019: 2020 (As Restated) 2019 Net cash provided by operating activities $5,174,446 $9,613,549 Net cash used in investing activities (169,399,964) (60,626,598)Net cash provided by financing activities 202,805,802 49,241,242 Net increase (decrease) in cash, cash equivalents, and restricted cash $38,580,284 $(1,771,807) Net Cash Provided by Operating Activities. Net cash provided by operating activities was $5,174,446 for fiscal 2020 compared to a net cash inflow of$9,613,549 for fiscal 2019. The net cash provided by operating activities for fiscal 2020 was primarily attributable to improved operating results within ourbillboard and insurance businesses, the addition of our broadband services business, and interest income and dividend income earned at Boston Omaha, which wasoffset primarily by a decrease in unearned premiums at UCS and an increase in interest expense incurred under Link's term loan which commenced in August2019. Net Cash Used in Investing Activities. Net cash used in investing activities was $169,399,964 for fiscal 2020 as compared with net cash used in investingactivities of $60,626,598 for fiscal 2019. The net cash used in investing activities for fiscal 2020 is primarily attributable to our investments in U.S. Treasurytrading securities, investments held in trust for Yellowstone, the purchase of certain billboard assets and easements in Nevada for $1,995,832, commencing ourbroadband services business with the acquisition of substantially all of the assets of FibAire for a cash purchase price of $12,341,242, the acquisition ofsubstantially all of the assets of UBB for a cash purchase price of $21,282,960, investing $6,000,000 in 24th Street Fund I, LLC and 24th Street Fund II, LLC, the$20,000,000 loan to DFH to assist in financing an acquisition, and $113,201,966 in net outflows from sales and purchases of publicly traded equity securitiesmainly held at Boston Omaha and investments held in trust for Yellowstone. These investments were partially offset by DFH's $12,000,000 redemption of aportion of the preferred units. Net Cash Provided by Financing Activities. Net cash provided by financing activities was $202,805,802 during fiscal 2020 as compared to net cashprovided by financing activities of $49,241,242 during fiscal 2019. During fiscal 2020, net cash provided by financing activities mainly consisted of $135,988,980in gross proceeds raised through Yellowstone's initial public offering, $58,880,000 in gross proceeds raised through our public offering of Class A common stockon June 2, 2020, $5,500,000 borrowed under Link's credit facility on August 31, 2020, gross proceeds of $669,751 raised through our “at the market" offeringduring April 2020 and collateral proceeds received at GIG of $10,006,075, offset by offering costs of $3,428,355 related to Boston Omaha's public offering and "atthe market" offering, offering costs of $3,201,505 related to Yellowstone's initial public offering, and the purchase of the remaining thirty percent interest in SCSfor $1,406,409. Liquidity and Capital Resources Currently, we own billboards in Alabama, Florida, Georgia, Illinois, Iowa, Kansas, Missouri, Nebraska, Nevada, Virginia, West Virginia and Wisconsin,surety insurance brokerage firms we acquired in 2016 and 2017, a surety insurance company we acquired in December 2016, broadband services providers whoseassets we acquired in March 2020 and December 2020 and minority investments in several real estate management entities, a builder of residential homes, and abank holding entity whose primary source of revenue is in subprime automobile lending. At December 31, 2020, we had approximately $45 million in unrestrictedcash and approximately $38 million in U.S. Treasury trading securities. Our strategy is to continue to acquire other billboard locations and insurance businesses aswell as acquire other businesses which we believe have the potential to generate positive cash flows and when made at what we believe to be attractive pricesrelative 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 madeinvestments in several companies and expect to continue to make investments in the securities of both publicly traded and privately held companies. There can be no assurance that we will consummate any subsequent acquisitions. Furthermore, our acquisitions are subject to a number of risks anduncertainties, including as to when, whether and to what extent the anticipated benefits and cost savings of a particular acquisition will be realized. Our failure tosuccessfully identify and complete future acquisitions of assets or businesses could reduce future potential earnings, available cash and slow our anticipatedgrowth. Although we have and continually enter into non-binding letters of intent to acquire businesses on a regular basis, we do not have currentagreements, commitments or understandings for any specific material acquisitions which are probable to be consummated at this time. In February 2018, we announced the entry into a stock purchase agreement relating to the issuance and sale of up to $150,000,000 of our unregisteredClass A common stock, which we refer to as the “2018 private placement.” 3,300,000 shares were issued in the initial closing, which occurred on March 6, 2018,resulting in gross proceeds to us of $76,890,000. The remaining 3,137,768 shares were issued during the third quarter of fiscal 2018 in a subsequent closing onMay 15, 2018, resulting in gross proceeds to us of approximately $73,110,000. Under the 2018 private placement, all shares were sold at $23.30, a slight premiumto the $23.29 closing price of the Class A common stock on the NASDAQ Capital Market, as reported by NASDAQ on the date of the Class A Common StockPurchase Agreement. Since March 2018, we utilized our “at the market” offering that is part of our shelf Registration Statement on Form S-3 (File No. 333-222853) that wasfiled with the Securities and Exchange Commission, which we refer to as the “SEC,” and declared effective in February 2018. This shelf Registration Statement,which authorized us to sell up to $200,000,000 through the sales of securities to the public, expired in February 2021. We sold a total of 2,630,787 shares of ClassA common stock and raised gross proceeds of $60,120,165 under this shelf Registration Statement. We expect to file shortly a new shelf registration statement and,as a result, expect to raise additional capital through the sale of our securities, which would dilute the percentage ownership held by current investors. 50Table of Contents On August 12, 2019, Link entered into a Credit Agreement (the “Credit Agreement”) with First National Bank of Omaha (the “Lender”) under whichLink may borrow up to $40,000,000 (the “Credit Facility”). The Credit Agreement provides for an initial term loan (“Term Loan 1”), an incremental term loan(“Term Loan 2”) and a revolving line of credit. These loans are secured by all assets of Link and its operating subsidiaries, including a pledge of equity interests ofeach of Link’s subsidiaries. In addition, each of Link’s subsidiaries has joined as a guarantor to the obligations under the Credit Agreement. These loansare not guaranteed by BOC or any of BOC’s non-billboard businesses. As of December 31 ,2020 Link had borrowed $18,060,000 through Term Loan 1 and$5,500,000 through Term Loan 2 under the Credit Facility. We may not borrow additional funds under the Credit Facility. Principal amounts under each of TermLoan 1 and Term Loan 2 are payable in monthly installments according to a 15-year amortization schedule. These principal payments commenced on July 1,2020 for Term Loan 1 and on October 1, 2020 for Term Loan 2. Both term loans are payable in full on August 12, 2026. During the first three years of theterm loans, Link may prepay up to 10% of the loan principal in each year without paying any prepayment penalty. Otherwise, there is a prepayment penaltyranging between 2.0% and 0.5%. After three years, there is no prepayment penalty. Term Loan 1 and Term Loan 2 have fixed interest rates of 4.25% and 3.375%,respectively, per annum. The revolving line of credit loan facility has a $5,000,000 maximum availability. Interest payments are based on the 30-day LIBOR rateplus an applicable margin ranging between 2.00 and 2.50% dependent on Link’s consolidated leverage ratio. The revolving line of credit is due and payableon August 11, 2021. Long-term debt included within our consolidated balance sheet as of December 31, 2020 consists of Term Loan 1 and TermLoan 2 borrowings of $23,057,650, of which $1,282,504 is classified as current. There were no amounts outstanding related to the revolving line of credit asof December 31, 2020. During the term of the Credit Facility, Link is required to comply with the following financial covenants: A consolidated leverage ratio for any test periodending on the last day of any fiscal quarter of Link (a) beginning with the fiscal quarter ended December 31, 2019 of not greater than 3.50 to 1.00, (b) beginningwith the fiscal quarter ended December 31, 2020 of not greater than 3.25 to 1.00, and (c) beginning with the fiscal quarter ending December 31, 2021 andthereafter, of not greater than 3.00 to 1.0; minimum consolidated fixed charge coverage ratio of not less than 1.15 to 1.00 measured quarterly, based onrolling four quarters. The Company was in compliance with these covenants as of December 31, 2020. The Credit Agreement includes representations and warranties, reporting covenants, affirmative covenants, negative covenants, financial covenants andevents 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 ofcertain insolvency and bankruptcy events of default the loans will automatically accelerate. The foregoing summary of the Credit Agreement and the transactionscontemplated 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 Agreementand Security Agreement, copies of which are incorporated by reference in this report and 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, a copy of which is attached as Exhibit 10.1 to our Form 8-K as filed with theSEC on October 29, 2019, and a Second Amendment to Credit Agreement, a copy of which is attached as Exhibit 10.1 to our Form 8-K as filed with the SEC onJune 30, 2020. On March 18, 2020, we announced the authorization of a share repurchase program which allows us to repurchase our Class A common stock. We havenot yet repurchased any shares under this program and we cannot predict when or if we will repurchase any shares of Class A common stock as any such sharerepurchases will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions,and alternative investment opportunities. On May 28, 2020, we entered into an underwriting agreement, which we refer to as the “underwriting agreement,” with Wells Fargo Securities, LLC andCowen and Company, LLC, as joint lead book-running managers for a public offering of 3,200,000 shares, which we refer to as the “firm shares,” of our Class Acommon stock at a public offering price of $16.00 per share. Under the terms of the underwriting agreement, we granted the underwriters an option, exercisable for30 days, to purchase up to an additional 480,000 shares of Class A common stock at the public offering price less underwriting discounts and commissions, whichwe refer to as the “option shares.” Adam Peterson and Alex Rozek, our Co-Chairmen, together with another member of our board of directors and anotheremployee, purchased, directly or through their affiliates, an aggregate of 39,375 shares of Class A common stock in the offering at the public offering price. OnJune 2, 2020, we announced the completion of the public offering for a total of 3,680,000 shares, including both the firm shares and all of the option shares issuedas a result of the underwriters’ exercise in full of their over-allotment option, resulting in total gross proceeds to us of $58,880,000. We raised this capital to fundthe planned expansion of our fiber-to-the-home broadband business, to seek to grow our Link billboard business through the acquisitions of additional billboardbusinesses, and for general corporate purposes. The shares were sold in the offering pursuant to the Company’s shelf registration statement on Form S-3 (File No.333-222853) that was declared effective on February 9, 2018, as supplemented by a prospectus supplement dated May 28, 2020. On October 2, 2020, we provided a term loan of $20,000,000 to Dream Finders Holdings, LLC to be used in expanding DFH's footprint in the SoutheastUnited States. The effective interest rate on this term loan is approximately 14% and matures on May 1, 2021. This loan was repaid with interest in early 2021. Between August and November 2020, we invested, through BOC Yellowstone, approximately $7.8 million through the purchase of 3,399,724 shares ofClass B common stock and private placement warrants to purchase 7,719,779 shares of Class A common stock of Yellowstone. BOC Yellowstone is the sponsor ofYellowstone and under the terms of Yellowstone’s initial public offering completed in October 2020, which we refer to as the “Yellowstone IPO”, ownsapproximately 20% of Yellowstone’s issued and outstanding common stock. As of December 31, 2020, Yellowstone is consolidated within the financial statementsincluded within this Form 10-K as we have concluded that Yellowstone is a Variable Interest Entity of which we are the primary beneficiary. As such, ourinvestment in Yellowstone, consisting of the Class B common stock (Founders Shares) and private placement warrants, is eliminated in consolidation. 51Table of Contents We believe that our existing cash and short-term investments, funds available through the Credit Agreement Link entered into on August 12, 2019, andany funds that we may receive from cash flows from operations will be sufficient to meet working capital requirements and anticipated capital expenditures for thenext 12 months. We have also taken steps to suspend the future issuance of certain rental surety bonds issued by UCS and have taken other steps to reduce certaincosts of our operations. At December 31, 2020, we had approximately $45 million in unrestricted cash, $38 million in U.S. treasury securities and $64 million inmarketable equity securities. If future additional significant acquisition opportunities become available in excess of our currently available cash and U.S. Treasury securities, we mayneed 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 suchdebt 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 cashflows from operations, seller financing, debt financings including but not limited to long-term debt and line of credit facilities, including additional credit facilitieswhich 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 thesesources, 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 our current credit facility, any other future debt that we incur may be recourse or non-recourse and may be secured or unsecured. Link's existingcredit facility imposes restrictions on Link that could increase our vulnerability to general adverse economic and industry conditions by limiting our flexibility inplanning for and reacting to changes in our billboard and insurance industries. Specifically, these restrictions place limits on Link and its subsidiaries' ability to,among other things, incur additional indebtedness, make additional acquisitions and investments, pay dividends, repurchase stock, create liens, enter intotransactions with affiliates, merge or consolidate or transfer or sell our billboard assets. Our credit facility requires us to meet a fixed charge coverage ratio andother financial covenants. Our ability to comply with these loan covenants may be affected by factors beyond our control and a breach of any loan covenants wouldlikely result in an event of default under the credit facility, which would permit the lender to declare all amounts incurred thereunder to be immediately due andpayable and to terminate their commitment to make future extensions of credit. We also may take advantage of joint venture or other partnering opportunities assuch opportunities arise in order to acquire properties that would otherwise be unavailable to us. Any future credit facilities which we or any of our subsidiariesmay enter into would likely impose similar restrictions and risks. We may use the proceeds of any future borrowings to acquire assets or for general corporatepurposes. In determining when to use leverage, we will assess the appropriateness of new equity or debt capital based on market conditions, including assumptionsregarding future cash flow, the creditworthiness of customers and future rental rates. We conduct and plan to continue to conduct our activities in such a manner as not to be deemed an investment company under the Investment CompanyAct. Therefore, no more than 40% of our total assets can be invested in investment securities, as such term is defined in the Investment Company Act. In addition,we do not invest or intend to invest in securities as our primary business. We run the risk of inadvertently being deemed to be an investment company that isrequired to register under the Investment Company Act of 1940 (the “Investment Company Act”) because a significant portion of our assets consists of investmentsin companies in which we own less than a majority interest. The risk varies depending on events beyond our control, such as significant appreciation ordepreciation in the market value of certain of our publicly traded holdings, adverse developments with respect to our ownership of certain of our subsidiaries, andtransactions 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 theInvestment 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 weavoid being deemed an investment company, we have taken, and may need to continue to take, steps to reduce the percentage of our assets that constituteinvestments assets under the Investment Company Act. These steps have included, among others, selling marketable securities that we might otherwise hold forthe 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 tosell 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, issueadditional equity or enter into other financing arrangements that are not otherwise attractive to our business. Any of these actions could have a material adverseeffect 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 toavoid 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 investmentcompany, and we would be unable to operate our business in its current form. We would be subject to extensive, restrictive, and potentially adverse statutoryprovisions and regulations relating to, among other things, operating methods, management, capital structure, indebtedness, dividends, and transactions withaffiliates. 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, amongother material adverse consequences, that we could become subject to monetary penalties or injunctive relief, or both, that we would be unable to enforce contractswith third parties, and/or that third parties could seek to obtain rescission of transactions with us undertaken during the period in which we were an unregisteredinvestment 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 limitingthe 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 weadopt 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 andequity capital, market values of our properties, general conditions in the markets for debt and equity securities, fluctuations in the market price of our Class Acommon stock if then trading on any exchange, growth and acquisition opportunities and other factors. Our decision to use leverage in the future to finance ourassets 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 theamount 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. 52Table of Contents Critical Accounting Policies and Estimates The preparation of the consolidated financial statements and related notes to the consolidated financial statements requires us to make estimates that affectthe reported amounts of assets, liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. We base these estimates on historicalresults and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying values of assets andliabilities that are not readily available from other sources. Actual results may differ from these estimates. In the notes accompanying the consolidated financial statements, we describe the significant accounting policies used in the preparation of ourconsolidated financial statements. We believe that the following represent the most significant estimates and management judgments used in preparing theconsolidated financial statements. Consolidation Policy The financial statements of Boston Omaha Corporation include the accounts of the Company and our consolidated subsidiaries, which are comprised ofvoting interest entities in which we have a controlling financial interest and variable interest entities in which we are the primary beneficiary in accordance withASC 810, Consolidation. The equity attributable to non-controlling interests in subsidiaries is shown separately in the accompanying consolidated balance sheets. Purchased Intangibles and Other Long-Lived Assets We amortize intangible assets with finite lives over their estimated useful lives, which range between two years and 50 years as follows: Years Customer relationships 3 to 10 Permits, licenses, and lease acquisition costs 10 to 50 Noncompetition and nonsolicitation agreements 2 to 5 Technology, trade names, and trademarks 2 to 20 Site location 15 Purchased intangible assets, including long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that thecarrying amount of the assets may not be fully recoverable. Factors considered in reviewing the asset values include consideration of the use of the asset, theexpected life of the asset, and regulatory or contractual provisions related to such assets. Market participation assumptions are compared to our experience and theresults of the comparison are evaluated. For finite-lived intangible assets, the period over which the assets are expected to contribute directly to future cash flows isevaluated against our historical experience. Impairment losses are recognized only if the carrying amount exceeds its fair value. 53Table of Contents We have acquired goodwill related to our various business acquisitions. Goodwill represents future economic benefits arising from other assets acquiredin a business combination that are not individually identified and separately recognized. Goodwill, by reporting unit, is reviewed annually for impairment orwhenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. For our annual review, we employ a third partyvaluation expert. Factors considered in the annual evaluation include deterioration in economic conditions (both macro and geographic), limitations on accessingcapital, and market value of our company. Industry and market conditions such as changes in competition, the general state of the industry, regulatory and politicaldevelopments, and changes in market multiples are additional components of the valuation. Changes in key personnel, strategy, and customer retention are alsoreviewed. If industry and economic conditions deteriorate, we may be required to assess goodwill impairment before the next annual test, which could result inimpairment charges. The discounted cash flow approach that we use for valuing goodwill as part of the impairment testing approach involves estimating futurecash flows expected to be generated from the related assets, discounted to their present value using a risk-adjusted discount rate. Key assumptions utilized inestimating the future cash flows expected to be generated by each reporting unit primarily relate to forecasted revenues and premiums earned. During the fourth quarter of 2019, we updated our analysis of economic lives of customer relationships. As of October 1, 2019, we extended theamortization period to ten years to better reflect the estimated economic lives of our billboard customers. This change in accounting estimate decreasedamortization expense and decreased the net loss by $2,124,125, or $0.09 per basic and diluted share, in the fourth quarter of 2019. Acquisitions For transactions that meet the definition of a business combination, we allocate the purchase price, including any contingent consideration, to the assetsacquired and the liabilities assumed at their estimated fair values as of the date of the acquisition with any excess of the purchase price paid over the estimated fairvalue of net assets acquired recorded as goodwill. For transactions that meet the definition of a business combination, the determination of the final purchase priceand the acquisition-date fair value of identifiable assets acquired and liabilities assumed may extend over more than one period and result in adjustments to thepreliminary estimate recognized in the prior period financial statements. For transactions that meet the definition of asset purchases, we allocate the purchase priceto the assets acquired and the liabilities assumed at their estimated relative fair values as of the date of the acquisition. 54Table of Contents The fair value of the assets acquired and liabilities assumed is typically determined by using either estimates of replacement costs or discounted cash flowvaluation methods. When determining the fair value of tangible assets acquired, we must estimate the cost to replace the asset with a new asset, adjusted for anestimated reduction in fair value due to age of the asset, and the economic useful life. When determining the fair value of intangible assets acquired, we mustestimate the applicable discount rate, the timing and amount of future cash flows, the applicable income tax rates, and an appropriate customer attrition rate. Class A Common Stock Subject to Possible Redemption As discussed in Note 18, all of the 13,598,898 Class A Common Stock sold as part of the Units in Yellowstone's Public Offering contain a redemptionfeature which allows for the redemption of such public shares in connection with Yellowstone's liquidation, if there is a stockholder vote or tender offer inconnection with a Business Combination and in connection with certain amendments to Yellowstone's amended and restated certificate of incorporation. Inaccordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solelywithin the control of the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, whichinvolve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Yellowstone recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal theredemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are reflected as charges againstadditional paid in capital and accumulated deficit. Warrants Accounting For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additionalpaid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to berecorded as a liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. We account for warrants for shares of Yellowstone'scommon stock that are not indexed to Yellowstone's own stock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at eachbalance sheet date and any change in fair value is recognized in our statement of operations as a non-cash gain or loss on the statements of operations. The fairvalue of the warrants was initially estimated using a binomial lattice model and is subsequently valued based upon the warrants' observable trading price (see Note10). There are no warrants for shares of Yellowstone's common stock that are indexed to Yellowstone's own stock. Losses and Loss Adjustment Expenses Unpaid losses and loss adjustment expenses represent estimates for the ultimate cost of unpaid reported and unreported claims incurred and relatedexpenses. Estimates for losses and loss adjustment expenses are based on past experience of investigating and adjusting claims and consideration of the level ofpremiums written during the current and prior year. Since the reserves are based on estimates, the ultimate liability may differ from the estimated reserve. Theeffects of changes in estimated reserves are included in the results of operations in the period in which the estimates are updated. Quantitative and Qualitative Disclosures about Market Risk At December 31, 2020, we held no significant derivative instruments that materially increased our exposure to market risks for interest rates, foreigncurrency rates, commodity prices or other market price risks. Our operations are currently conducted entirely within the U.S.; therefore, we had no significantexposure to foreign currency exchange rate risk. 55Table of Contents Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or other standard setting bodies, which areadopted by us as of the specified effective date. Unless otherwise discussed, the Company’s management believes the impact of recently issued standards not yeteffective will not have a material impact on the Company’s consolidated financial statements upon adoption. See Note 2 to the consolidated financial statementsfor a detailed discussion of recently issued accounting pronouncements. In December 2019, the FASB issued guidance which simplifies the accounting for income taxes by removing certain exceptions to the general principlesand improves consistent application of Generally Accepted Accounting Principles for other areas by clarifying and amending existing guidance. This guidance iseffective January 1, 2021. We do not expect adoption will have a material impact on our disclosures. In January 2020, the FASB issued ASU No. 2020-01, Clarifying the Interactions between Topic 321, Investments—Equity Securities,Topic 323, Investments—Equity Method and Joint Ventures, and Topic 815, Derivatives and Hedging. This ASU clarifies that when accounting for certain equitysecurities, a company should consider observable transactions before applying or upon discontinuing the equity method of accounting for the purposes of applyingthe measurement alternative. This guidance is effective January 1, 2021, with early adoption permitted. We do not expect adoption will have a material impact onour financial statements. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Not applicable as we are a “smaller reporting company.” Item 8. Financial Statements and Supplementary Data. Our Consolidated Financial Statements and the related notes, together with the Report of Independent Registered Public Accounting Firm thereon, are setforth below beginning on page F-1 and are incorporated herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Not applicable. 56Table of Contents Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reportsfiled or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in companyreports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officers and Chief FinancialOfficer, to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officers and Chief Financial Officer carried out an evaluation ofthe effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2020. On March 31, 2021, we filed our original AnnualReport on Form 10-K for the year ended December 31, 2020. Based upon their evaluation at that earlier time, our Chief Executive Officers and Chief FinancialOfficer had concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.Subsequently, in connection with the preparation of this Form 10-K/A, our management re-evaluated, with the participation of our Chief Executive Officers andChief Financial Officer, the effectiveness of our disclosure controls and procedures as of December 31, 2020. Based upon that evaluation, our Chief ExecutiveOfficers and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2020 because of thematerial weakness in our internal control over financial reporting described below. Management’s Report on Internal Control over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Asdefined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, the Company’s internal control over financial reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company; (ii) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accountingprinciples, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of theCompany; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assetsthat could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluationof effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies and procedures may deteriorate. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonablepossibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management, under the supervision and with the participation of the Company’s principal executive officers and principal financial officer, evaluated theeffectiveness of the Company’s internal control over financial reporting as of December 31, 2020 using the criteria set forth by the Committee of SponsoringOrganizations of the Treadway Commission in Internal Control - Integrated Framework (2013) (“COSO 2013 Framework”). We completed the acquisitions of AireBeam and Utah Broadband in March and December of 2020, respectively. The acquired businesses are included inour 2020 consolidated financial statements and constitute 2.8% and 4.7% of consolidated total assets, respectively, and 1.6% and 2.1% of consolidated net assets(excluding goodwill and intangibles acquired), respectively, as of December 31, 2020. AireBeam and Utah Broadband constitute 8.3% and less than 1% ofconsolidated revenues for the year ended December 31, 2020, respectively. As the acquisitions occurred in March and December of 2020, we excluded theacquisitions’ internal control over financial reporting from the scope of our assessment of the effectiveness of our internal control over financial reporting. Thisexclusion is in accordance with the general guidance issued by the Staff of the Securities and Exchange Commission that an assessment of internal control overfinancial reporting of a recently acquired business may be omitted from our scope in the year of acquisition if specified conditions are satisfied. Based on our assessment of the Company's internal control over financial reporting, the following control deficiencies in internal control over financialreporting were identified as of December 31, 2020. The Company did not design and implement effective controls addressing the technical accounting complexities associated with the formation of andfinancial reporting for a special purpose acquisition company. This deficiency was due to insufficient knowledge and experience of the Company’s personnel withrespect to accounting complexities associated with the corporate governance and capital structure of special purpose acquisition companies, and the fact that theCompany did not perform an effective risk assessment to identify and evaluate relevant risks of material misstatement associated with sponsoring and financialreporting for a special purpose acquisition company. The control deficiency described above resulted in misstatements to the Company’s consolidated financial statements that were corrected after theissuance of the annual consolidated financial statements. This control deficiency creates a reasonable possibility that a material misstatement to the consolidatedfinancial statements will not be prevented or detected on a timely basis and, therefore, we concluded that the deficiency represents a material weakness in ourinternal control over financial reporting and, therefore, that our internal control over financial reporting was not effective as of December 31, 2020. Management has been implementing and continues to implement measures designed to remediate the control deficiencies contributing to the materialweakness, such that these controls are designed, implemented and operating effectively. The remediation actions include performing an assessment of risks ofmaterial misstatement associated with the accounting and financial reporting for the special purpose acquisition company, evaluating the assignment ofresponsibilities associated with the accounting for the Company's investment in Yellowstone, including considering hiring additional resources and providingadditional training to existing resources. Management believes that these actions, and the improvements achieved as a result, will effectively remediate the material weakness. However, thematerial weakness in our internal control over financial reporting will not be considered remediated until the remediated controls operate for a sufficient periodof time and management has concluded, through testing, that these controls are operating effectively. As a result of the material weakness noted above, the Company completed additional substantive procedures prior to filing this Form 10-K/A for the yearended December 31, 2020. Based on these procedures, management believes that the Company’s consolidated financial statements included in this Form 10-K/Ahave been prepared in accordance with generally accepted accounting principles. The Company’s principal executive officers and principal financial officer havecertified that, based on such officer’s knowledge, the consolidated financial statements, and other financial information included in this Form 10-K/A, fairlypresent in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Form 10-K/A. In addition, management developed a remediation plan for the identified material weakness, which is described above. Changes in Internal Control over Financial Reporting During the fourth quarter of the fiscal year, other than as described above related to the consolidation of Yellowstone, there has been no change in ourinternal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reportingsubsequent to the Original Filing. 57Table of Contents Item 9B. Other Information. None. PART III Item 10. Directors, Executive Officers and Corporate Governance. Management Executive Officers and Directors. The following table lists the current members of our Board of Directors and our executive officers as of March 26,2021. The address for our directors and officers is c/o Boston Omaha Corporation, 1601 Dodge Street, Suite 3300, Omaha, Nebraska 68102. Name Age Position(s)(1)(2)(3) Alex B. Rozek 42 Co-Chairperson of the Board, Co-President and Co-Chief Executive Officer Adam K. Peterson 39 Co-Chairperson of the Board, Co-President and Co-Chief Executive Officer Joshua P. Weisenburger 37 Chief Financial Officer, Secretary, and Treasurer Bradford B. Briner 44 DirectorXX Brendan J. Keating 39 Director Frank H. Kenan II 39 Director XX Jeffrey C. Royal 44 DirectorXXX Vishnu Srinivasan 42 DirectorX X (1) Member of Audit and Risk Committee(2) Member of Compensation Committee(3) Member of Nominating and Corporate Governance Committee 58Table of Contents Each executive officer is elected or appointed by, and serves at the discretion of, our Board of Directors. The elected officers of the Company will holdoffice until their successors are duly elected and qualified, or until their earlier resignation or removal. Alex B. Rozek, age 42, has been Co-Chairperson of our Board of Directors, Co-Chief Executive Officer and President since February 2015, when hebecame a member of our Board of Directors. He also serves as the Managing Member of Boulderado Partners, LLC, a private investment partnership founded inJuly 2007. From 2004 to 2007, Mr. Rozek served as an analyst for Water Street Capital and Friedman Billings Ramsey Group. Prior to 2004, he worked forHunton & Williams and FedEx. Since August 2020, Mr. Rozek has served as Co-Chairperson of the Board of Directors and Co-Chief Executive Officer ofYellowstone Acquisition Company, a special purpose acquisition company which trades on the NASDAQ Capital Market and in which one of our subsidiariesserves as sponsor. Mr. Rozek is also one of three appointees from the town of Woodstock to ECFiber, a fiber telecommunications cooperative in east-centralVermont. Mr. Rozek graduated with a B.S. in Biology and a Minor in Chemistry from the University of North Carolina at Chapel Hill. Our Board of Directors hasdetermined that Mr. Rozek’s 17 years’ experience in business operations, investments and financial analysis qualifies him to be a member of the Board of Directorsin light of the Company’s business and structure. Adam K. Peterson, age 39, has been Co-Chairperson of our Board of Directors since February 2015, when he became a member of our Board ofDirectors, and has been President since December 2017. Since June 2014, Mr. Peterson has served as the Manager of The Magnolia Group, LLC, an SECregistered investment advisor and the general partner of Magnolia Capital Fund, LP, Magnolia BOC I, LP, and Magnolia BOC II, LP. Since August 2020, Mr.Peterson has served as Co-Chairperson of the Board of Directors and Co-Chief Executive Officer of Yellowstone Acquisition Company, a special purposeacquisition company which trades on the NASDAQ Capital Market and in which one of our subsidiaries serves as sponsor. Since June 2017, Mr. Peterson hasserved as a Director for Nicholas Financial, Inc., a publicly traded company on the NASDAQ Global Select Market. From May 2016 through March 2021, Mr.Peterson has served as a Director for Brampton Brick Ltd., a publicly traded Canadian company traded on the Toronto Stock Exchange. From November 2005through August 2014, Mr. Peterson served as the Chief Investment Officer of Magnolia Capital Partners, LP and related entities. From May 2004 through June2006, Mr. Peterson was a financial analyst for Kiewit Corporation. Mr. Peterson graduated with a B.S. in Finance from Creighton University. Our Board ofDirectors has determined that Mr. Peterson’s 16 years’ experience in business operations, investments and financial analysis qualifies him to be a member of theBoard of Directors in light of the Company’s business and structure. Joshua P. Weisenburger, age 37, has served as our Chief Financial Officer, Secretary and Treasurer since June 2017. Mr. Weisenburger, who joined us in2016, has also served as our Chief Accounting Officer and our Controller. Mr. Weisenburger also serves as the Chief Financial Officer of Yellowstone AcquisitionCompany, a special purpose acquisition company which trades on the NASDAQ Capital Market and in which one of our subsidiaries serves as sponsor. From July2011 through June 2016, Mr. Weisenburger was employed by Ecolab, Inc., a global leader in water, hygiene and energy technologies and services. At Ecolab, Mr.Weisenburger served first as a finance manager and then as a finance controller throughout various divisions within the company. Prior to his time at Ecolab, Mr.Weisenburger was employed from June 2005 through August 2009 by Kiewit Corporation, a construction, engineering and mining services company, and heldseveral different treasury roles. Mr. Weisenburger graduated with a B.S. in Finance from Creighton University and an MBA from the University of Minnesota -Carlson School of Management. 59Table of Contents Bradford B. Briner, age 44, has served as a member of our Board of Directors since April 2016. Mr. Briner is also currently a member of our Audit andRisk Committee and Compensation Committee. Mr. Briner joined Willett Advisors in 2012 and is the Co-Chief Investment Officer. Willett Advisors is theinvestment management arm of the Bloomberg Family and for Bloomberg Philanthropies. Previously, Mr. Briner was the Managing Director of PrivateInvestments for Morgan Creek Capital, a $10 billion fund of funds that he co-founded in 2004. Mr. Briner graduated from the University of North Carolina atChapel Hill as a Morehead Scholar with a degree in economics with distinction. Mr. Briner also received an MBA with distinction from Harvard BusinessSchool. Our Board of Directors has determined that Mr. Briner’s 22 years’ experience in real estate, investment and management services qualifies him to be amember of the Board of Directors in light of the Company’s business and structure. Brendan J. Keating, age 39, has served as a member of our Board of Directors since February 2016. Since August 2015, Mr. Keating has been Managerand CEO of Logic Real Estate Companies, LLC, a company based in Las Vegas, Nevada and formed in 2015 which provides commercial property brokerage andproperty management services. A trust controlled by members of Mr. Keating’s family owns a majority of the membership interest in Logic Real EstateCompanies, LLC. From 2005 to 2015, Mr. Keating was employed at The Equity Group, a company providing services to the commercial real estate marketin brokerage, investment, management, development, consulting, tax appeal and facility maintenance services. Mr. Keating served as a principal of The EquityGroup from 2007 to 2015. Mr. Keating has a B.S. in Finance and Entrepreneurship from Creighton University. Our Board of Directors has determined that Mr.Keating’s 16 years’ experience in commercial real estate brokerage, investment and management services qualifies him to be a member of the Board of Directorsin light of the Company’s business and structure. Frank H. Kenan II, age 39, has served as a member of our Board of Directors since June 2017. Mr. Kenan is also currently a member of ourCompensation Committee and Nominating and Corporate Governance Committee. Since August 2014, Mr. Kenan has served as the Co-Founder and Principal ofKD Capital Management, LLC. From September 2011 to December 2014, Mr. Kenan served as an Investment Analyst at Boulderado Group, LLC. From January2006 to January 2008, Mr. Kenan served as a Development Associate at Edens & Avant. From May 2005 to January 2006, Mr. Kenan served as an Analyst atVivum Group. Mr. Kenan currently serves as a member of the Board of Directors for Flagler Systems, Inc. a hospitality and real estate company. Mr. Kenan alsoserves on the board of advisors for the University of North Carolina’s Kenan-Flagler Business School and the Family Enterprise Center at Kenan-Flagler BusinessSchool. Mr. Kenan holds a B.S. from the College of Charleston and an M.B.A. from the University of North Carolina at Chapel Hill – Kenan-Flagler BusinessSchool. Our Board of Directors has determined that Mr. Kenan’s 16 years’ experience in investments and financial analysis qualifies him to be a member of theBoard of Directors in light of the Company’s business and structure. Jeffrey C. Royal, age 44, has served as a member of our Board of Directors since January 2019. Mr. Royal is also currently a member of our Audit andRisk Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Since January 2006, Mr. Royal has been the President ofDundee Bank located in Omaha, Nebraska and also serves as the Chairman and a director of Mackey Banco, Inc. (the holding company for Dundee Bank). Prior tojoining Dundee Bank, he was Second Vice President of First National Bank of Omaha. Mr. Royal has also served as a Director for Nicholas Financial, Inc., apublicly traded company on the NASDAQ Global Select Market, since October 2017. Since June 2018, Mr. Royal has served as a Director of Bridges InvestmentFund, Inc., a mutual fund which trades on The NASDAQ Stock Market. Mr. Royal has served on the Board of Directors of each of Eagle Bank and Tri-ValleyBank since 2009 and 2013, respectively. These banks merged in January 2021 and Mr. Royal serves as the non-executive Chairman of the combined entities, nowoperating as Riverstone Bank. Mr. Royal has also served as a Director of Brunswick State Bank since 2007. Mr. Royal received both his Bachelor’s and Master’sdegree in Business Administration from Creighton University and completed the Stonier Graduate School of Banking at Georgetown University and the Universityof Pennsylvania. Our Board of Directors has determined that Mr. Royal’s 15 years’ experience in banking qualifies him to be a member of the Board of Directorsin light of the Company’s business and structure. Vishnu Srinivasan, age 42, has served as a member of our Board of Directors since June 2017. Mr. Srinivasan is also currently a member of our Audit andRisk Committee and Nominating and Corporate Governance Committee. Mr. Srinivasan joined The Ohio State University as its Chief Investment Officer in May2020. Previously, he was employed by Ganesh Investments, L.L.C., which is focused on public and private equity investments as a Vice President and then aManaging Director from 2012 through May 2020. Ganesh Investments provides investment advisory services to members of the Pritzker family and theircharitable foundations. From November 2009 to October 2012, Mr. Srinivasan was an Analyst at Alyeska Investment Group, a long/short hedge fund. FromAugust 2002 until October 2009, Mr. Srinivasan was a Principal and held various other roles at Berkshire Partners, a private equity fund. Mr. Srinivasan graduatedsumma cum laude from the Wharton School at the University of Pennsylvania with a degree in economics. Mr. Srinivasan also received an MBA from HarvardBusiness School. Our Board has determined that Mr. Srinivasan’s 19 years’ experience in public and private equity, investment and management services qualifieshim to be a member of the Board of Directors in light of the Company’s business and structure. Significant Employees In addition to our Executive Officers, we also employ the following significant employees: W. Scott LaFoy, age 59, joined Link in May 2018 to manage Link's merger and acquisition activities and was named Chief Executive Officer in April2020. From 2015 to 2018, Mr. LaFoy served as general manager for the Chattanooga division of Fairway Outdoor Advertising. From 1999 until its acquisition byFairway Outdoor Advertising in 2015, Mr. LaFoy owned and operated LaFoy Outdoor Advertising. From 1996 until 1999, he served as Regional President forClear Channel Outdoor/Eller Media and Regional Director for its predecessor Universal Outdoor. Mr. LaFoy has more than 35 years' experience in managementof outdoor advertising businesses. Mr. LaFoy holds a B.A. in Interdisciplinary Studies and a Minor in History from the University of Central Florida. Dave Herman, age 36, has served as President of GIG since August 2019 and previously served as GIG's Chief Operating Officer since January 2019.Prior to joining GIG, Mr. Herman owned Anthros Consulting, Inc., a company that combined business strategy with software systems, data visualization, andanalytics expertise from May 2015 through December 2018. From February 2013 through May 2015, Mr. Herman was employed by McKinsey and Company,specializing in operations, supply chain, and strategic turnarounds. Mr. Herman holds a Ph.D. in Materials Science and Engineering from Northwestern University,a certificate of Management for Scientists and Engineers from the Kellogg School of Management at Northwestern University, and a B.S. in Materials Science andEngineering and Minor in Engineering Management from Cornell University. Robert Thomas, age 57, was appointed as President of UCS in August 2019 and previously served as UCS' Chief Operating Officer from October 2017 toAugust 2019. From April 2011 through March 2017, Mr. Thomas served as President of Hanover Surety and previously served as President of Argo Surety fromMarch 2008 through March 2011. Mr. Thomas has been employed in the surety insurance industry since 2001 and the reinsurance industry from 1987 through2001. Mr. Thomas holds a B.A. in Business Administration and Management from the University of Saint Thomas. 60Table of Contents Board of Directors Family Relationships. None of our officers or directors has any family relationship with any other director or officer. “Family relationship” for thispurpose means any relationship by blood, marriage or adoption, not more remote than first cousin. Board Composition. The number of directors of the Company is established by the Board in accordance with the Company’s bylaws. Other thandirectors elected by our Class B common stock, the directors are elected at the annual meeting of stockholders, and shall hold office until each director’s successoris elected and qualified, unless sooner displaced. The Company’s certificate of incorporation and bylaws provide that the authorized number of directors may be determined by resolution of the Board ofDirectors or by the stockholders at the annual meeting, at any special meeting of stockholders, or by written consent in lieu of an annual or special meeting of thestockholders. The Company’s certificate of incorporation and bylaws also provide that vacancies and newly created directorships may be filled by a majority of thedirectors then in office and that directors may be removed, with or without cause, by the holders of capital stock representing a majority in voting power of theshares then entitled to vote at an election of directors, unless otherwise specified by law or the certificate of incorporation. The certificate of incorporation providesthat two of the directors are elected solely by the holders of Class B common stock. Members of the Board discussed various business matters informally on numerous occasions throughout the year and held 11 formal telephonic Boardmeetings and six unanimous written consents of directors in lieu of meetings. All current directors attended at least 75% of the aggregate of the meetings of ourBoard of Directors and the meetings held by committees of the Board on which they served. Independent directors endeavor to meet on a regular basis as often asnecessary to fulfill their responsibilities. Our Board of Directors currently has seven members, including four independent directors. Messrs. Peterson and Rozek are designated by MCF and BP,and Mr. Keating is affiliated with Logic, in which we own a 30% interest, and 24th Street Holding Company, LLC, in which we own a 49.9% interest, both directlyand indirectly through our ownership in Logic, and therefore none of Messrs. Peterson, Rozek, or Keating are considered independent. Other than members electedby the holders of our Class B common stock, members of the Board of Directors are elected at our annual meeting of stockholders to serve for a term of one year oruntil their successors have been elected and qualified, subject to prior death, resignation, retirement or removal from office. Under the terms of our certificate ofincorporation, the holders of our Class B common stock elect two members to our Board of Directors, which members currently are Mr. Rozek and Mr. Peterson. Director Independence. The Company’s Class A common stock is listed on the NASDAQ Capital Market stock exchange. The Board considers the statusof its members pursuant to the independence requirements set forth in the applicable NASDAQ rules and applicable federal securities laws. Our Board of Directorshas affirmatively determined that each of Bradford B. Briner, Frank H. Kenan II, Jeffrey C. Royal and Vishnu Srinivasan is an independent director under theapplicable rules of NASDAQ and as such term is defined in Rule 10A-3(b)(1) under the Exchange Act. As of December 31, 2020, the members of the Audit andRisk Committee, Compensation Committee and Nominating and Corporate Governance Committee are also “independent” for purposes of Section 10A-3 of theExchange Act and applicable NASDAQ listing requirements. 61Table of Contents Board Leadership Structure. Our Board of Directors does not have a formal policy on whether the roles of Co-Chief Executive Officers and Co-Chairmen of the Board of Directors should be separate. However, Messrs. Rozek and Peterson currently serve as both Co-Chief Executive Officers and Co-Chairman. Our Board of Directors has considered its leadership structure and believes at this time that the Company and its stockholders are best served by havingboth persons serve in both positions. Combining the roles fosters accountability, effective decision-making and alignment between interests of our Board ofDirectors and management. Our Board currently has no lead independent director. Our Board of Directors expects to periodically review its leadership structure to ensure that it continues to meet the Company’s needs. Role of Board in Risk Oversight. While the full Board of Directors has the ultimate oversight responsibility for the risk management process, itscommittees oversee risk in certain specified areas. In particular, our Audit and Risk Committee oversees management of enterprise risks as well as financial risks.Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements and theincentives created by the compensation awards it administers. Our Nominating and Corporate Governance Committee works together with our Audit and RiskCommittee and they are responsible for overseeing the management of compliance and regulatory risks facing the Company and risks associated with businessconduct and ethics. Our Nominating and Corporate Governance Committee also oversees risks associated with corporate governance. Pursuant to our Board ofDirectors’ instruction, management regularly reports on applicable risks to the relevant committee or the full Board of Directors, as appropriate, with additionalreview or reporting on risks conducted as needed or as requested by our Board of Directors and its committees. Committees and Director Selection. Our Board of Directors has assigned certain of its responsibilities to permanent committees consisting of Boardmembers appointed by it. Our Audit and Risk Committee currently consists of Bradford B. Briner, Jeffrey C. Royal, and Vishnu Srinivasan, with Mr. Briner serving as chair of thecommittee. The Audit and Risk Committee assists the Board of Directors in its oversight responsibilities relating to the integrity of our financial statements, ourcompliance with legal and regulatory requirements, our independent auditor’s qualifications and independence, and the establishment and performance of ourinternal audit function and the performance of the independent auditor. The Audit and Risk Committee was formed in June 2017, and held four meetings and actedby unanimous written consent one time during fiscal 2020. The Board has determined that each of the members of the Audit and Risk Committee meets the criteriafor independence under the applicable listing standards of NASDAQ, and that, due to his experience as described in the section entitled “Executive Officers andDirectors,” Mr. Briner also qualifies as an “audit committee financial expert” and “independent” as defined by the applicable rules adopted by the SEC andNASDAQ. Our Board of Directors has adopted a written charter under which the Audit and Risk Committee operates, and which was amended and restated onFebruary 21, 2020. A copy of the Audit and Risk Committee charter is available on our website athttps://www.bostonomaha.com/documents/81/1bc381bf3541d2da6b7c080b1ee114ec.pdf. Our Compensation Committee currently consists of Bradford B. Briner, Frank H. Kenan II, and Jeffrey C. Royal, with Mr. Kenan serving as chair of thecommittee. The Compensation Committee of the Board of Directors is authorized to review our compensation and benefits plans to ensure they meet our corporateobjectives, approve the compensation structure of our executive officers and evaluate our executive officers’ performance and advise on salary, bonus and otherincentive and equity compensation. The Compensation Committee has authority under its charter to engage the services of outside advisors, experts and others toassist the Compensation Committee. In 2020, no compensation consultant was engaged for employee or executive compensation. The Compensation Committeewas created in June 2017 and held one meeting and acted by unanimous written consent twice during fiscal 2020. The Board has determined that each of themembers of the Compensation Committee meets the criteria for independence under the applicable NASDAQ listing standards. Our Board of Directors hasadopted a written charter under which the Compensation Committee operates, and which was amended and restated on May 30, 2019. A copy of the CompensationCommittee charter is available on our website at https://www.bostonomaha.com/documents/81/d636071762fda9fcadbd82bc7cca4b92.pdf. 62Table of Contents Our Nominating and Corporate Governance Committee currently consists of Frank H. Kenan II, Jeffrey C. Royal and Vishnu Srinivasan, with Mr.Srinivasan serving as chair of the committee. The Nominating and Corporate Governance Committee is primarily concerned with identifying individuals qualifiedto become members of our Board of Directors, selecting the director nominees for the next annual meeting of the stockholders, selection of the director candidatesto fill any vacancies on our Board of Directors and the development of our corporate governance guidelines and principles. The Nominating and CorporateGovernance Committee was created in June 2017 and held two meetings and acted by unanimous written consent five times in fiscal 2020. Our Board of Directorshas adopted a written charter under which the Nominating and Corporate Governance Committee operates, and which was amended and restated on May 30, 2019.A copy of the Nominating and Corporate Governance Committee charter is available on our website athttps://www.bostonomaha.com/documents/81/0f0db6ab6083bb4fc913fcbbb592f366.pdf. The Company’s Nominating and Corporate Governance Committee identifies individuals qualified to become members of our Board of Directors throughrecommendations from members of the Committee and other Board members and executive officers of the Company and will consider candidates who arerecommended by stockholders, as described below. These factors focus on skills, expertise or background and may include decision-making ability, judgment,personal integrity and reputation, experience with businesses and other organizations of comparable size, and the extent to which the candidate would be adesirable addition to the Board of Directors and any committees of the Board of Directors. We are committed to diversity in all aspects of our business and activities and at all levels of our business, including our Board of Directors. Our Boardof Directors highly values diversity and supports the election and appointment of diverse candidates to the Board. The Board believes that having directors ofdiverse perspectives, opinions, backgrounds, skills and experiences contributes to a balanced and effective Board. The Board is committed to administering adirector election process that encourages and promotes consideration of diverse candidates in the nomination and election of directors to the Board. The Boardencourages our stockholders to consider diversity when nominating individuals for member director positions. In selecting nominees for independent directorpositions, we have in the past and will continue to consider many factors, with an emphasis on diversity of perspectives, opinions, backgrounds, skills andexperiences. On June 5, 2017, we amended and restated our bylaws, which we refer to as the “Amended and Restated Bylaws,” providing for advance noticerequirements for stockholder proposals at meetings and ownership thresholds for certain control group nominations and actions. Prior to June 5, 2017, we did nothave a policy that permitted stockholders to recommend candidates for election as directors or a process for stockholders to send communications to the Board ofDirectors. Pursuant to the Amended and Restated Bylaws, a stockholder who, in accordance with Rule 14a-8, under the Exchange Act, wants to present a proposalfor inclusion in the Company’s proxy statement and proxy card relating to either the Company’s annual stockholders’ meeting or a special stockholders’ meetingmust submit the proposal to the Company and, pursuant to Article I, Sections 2 and 3 of our Amended and Restated Bylaws, the notice of the proposal must bedelivered to or mailed and received at the principal executive offices of the Company (i) not later than the close of business on the 90th day, nor earlier than theclose of business on the 120th day in advance of the anniversary of the previous year’s annual meeting if such meeting is to be held on a day which is not more than30 days in advance of the anniversary of the previous year’s annual meeting or not later than 70 days after the anniversary of the previous year’s annual meeting;and (ii) with respect to any other annual meeting of stockholders, no later than the close of business on the tenth day following the date of a press release reportedby the Dow Jones News Services, The Associated Press or a comparable national news service or in a document filed by the Company with the SEC pursuant toSection 13, 14, or 15(d) of the Exchange Act containing the date of such meeting. However, if the date of our 2021 Annual Meeting of Stockholders occurs morethan 30 days before or 70 days after the anniversary of the 2020 Annual Meeting of Stockholders, a stockholder notice will be timely if it is received at ourprincipal executive office no later than the close of business on the tenth day following the date of a press release reported by the Dow Jones News Services, TheAssociated Press or a comparable national news service or in a document filed by the Company with the SEC pursuant to Section 13, 14, or 15(d) of the ExchangeAct containing the date of such meeting. The Company expects to announce shortly a date in the late summer or early fall for its 2021 Annual Meeting ofStockholders. 63Table of Contents All proposals must be mailed to the Company’s principal executive office, at the address stated herein, and should be directed to the attention of theSecretary of the Company. The Nominating and Corporate Governance Committee will evaluate new director candidates in view of the criteria described above, as well as otherfactors the Committee deems to be relevant, through reviews of biographical and other information, input from others, including members of the Board ofDirectors and executive officers of the Company, and personal discussions with the candidate when warranted by the results of these other assessments. TheNominating and Corporate Governance Committee will evaluate any director candidates recommended by stockholders under the same process. In determiningwhether to recommend to the Board of Directors the nomination of a director who is a member of the Board of Directors, the Nominating and CorporateGovernance Committee will review the Board of Directors performance of such director and solicit feedback about the director from other members of the Boardof Directors. Compensation of Directors. In July 2018, our Board of Directors adopted a policy whereby Directors that are not directly employed by us or any of ourwholly-owned subsidiaries, which we refer to as “Outside Directors” shall each receive compensation at the rate of $10,000 per year, payable quarterly in advanceon the first day of each calendar quarter. The Board of Directors also provided that these guidelines may be modified by the Compensation Committee of the Boardof Directors. Additionally, in July 2018, the Board of Directors adopted a policy whereby Outside Directors are required to hold $50,000 of the Company’s Class Acommon stock (either directly or indirectly), which amount is converted to a fixed share amount using the average closing price of our Class A common stockduring the immediately preceding three months for the period ending June 30, 2018 for any Outside Directors in July 2018 and three months from the last day ofthe calendar month preceding the date of appointment of any director appointed thereafter. Outside Directors are required to achieve fully their respectiveownership level within three years and 50% of the requirement within 18 months from adoption or election, as applicable. The Board of Directors also providedthat these guidelines may be modified by the Compensation Committee of the Board of Directors. All of our Outside Directors are currently in compliance with allof these ownership guidelines. Each of Messrs. Rozek and Peterson receive compensation as officers of our Company, and we reimburse all of our directors for reasonable travel andother expenses incurred in attending Board and committee meetings. Code of Business Conduct and Ethics We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible forfinancial reporting. The code of business conduct and ethics is available on our website at www.bostonomaha.com. We will furnish to any person without charge,upon written request, a copy of our code of business conduct and ethics and requests may be directed to Co-Chief Executive Officer of Boston Omaha Corporation,1601 Dodge Street, Suite 3300, Omaha, Nebraska 68102. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on ourwebsite as referenced above. Corporate Governance Guidelines We have adopted corporate governance guidelines in accordance with the corporate governance rules of NASDAQ, as applicable, that serve as a flexibleframework within which our Board of Directors and its committees will operate. These guidelines cover a number of areas, including the size and composition ofthe Board, Board membership criteria and director qualifications, director responsibilities, Board agendas, roles of the Co-Chairman and Co-Chief ExecutiveOfficers, executive sessions, standing Board committees, Board member access to management and independent advisors, director communications with thirdparties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy ofour corporate governance guidelines is available on our website at www.bostonomaha.com. 64Table of Contents Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who own more than ten percent of any publiclytraded class of the Company’s equity securities, to file reports of ownership and changes in ownership of equity securities of the Company with the SEC. Officers,directors, and greater-than-ten percent stockholders are required by the SEC’s regulations to furnish the Company with copies of all Section 16(a) forms that theyfile. Based upon a review of Forms 3 and Forms 4 and amendments thereto furnished to the Company during the most recent fiscal year and Forms 5 andamendments thereto furnished to the Company with respect to its most recent fiscal year, we believe that our executive officers and directors, and ten percentstockholders complied with all Section 16(a) filing requirements during the fiscal year ended December 31, 2020. Item 11. Executive Compensation. The following table sets forth information with respect to the compensation of our principal executive officers and the other most highly compensatedexecutive officer other than our principal executive officers for the Company’s last two completed fiscal years: Name and principal position Year Salary ($) Bonus ($) All othercompensation ($)(1) Total ($) Alex B. Rozek 2020 $286,000 - - $286,000 Co-Chief Executive Officer and Co-President (Principal ExecutiveOfficer) 2019 $275,000 - - $275,000 Adam K. Peterson 2020 $286,000 - $6,197 $292,197 Co-Chief Executive Officer and Co-President (Principal ExecutiveOfficer) 2019 $23,660 - - $23,660 Joshua P. Weisenburger 2020 $250,000 $135,000 $10,741 $395,741 Chief Financial Officer, Chief Accounting Officer, Secretary, andTreasurer 2019 $220,000 $125,000 $8,763 $353,763 (1)Employer contribution to 401(k) plan. 65Table of Contents Director and Officer Outstanding Equity Awards at Fiscal Year-End We had no outstanding equity awards to directors or officers at December 31, 2020. We do not currently have any equity incentive plans established and,as a result, none of our officers or directors is a party to any equity incentive plan with the Company. Director Compensation In July 2018, our Board of Directors adopted a policy whereby directors that are not directly employed by us or any of our wholly-owned subsidiariesshall each receive compensation at the rate of $10,000 per year, payable quarterly in advance on the first day of each calendar quarter. Directors that are directlyemployed by us or by any of our wholly-owned subsidiaries shall not receive such compensation. All of our directors are also reimbursed for their reasonable traveland other expenses incurred in attending Board and committee meetings. The following table sets forth information with respect to the compensation of ourdirectors, excluding Messrs. Peterson and Rozek who are included in the officer’s table above, for the Company’s last completed fiscal year: Name Year Fees earned orpaid in cash ($) All other compensation($) Total ($) Bradford B. Briner 2020 $10,000 - $10,000 Brendan J. Keating 2020 $10,000 - $10,000 Frank H. Kenan II 2020 $10,000 - $10,000 Vishnu Srinivasan 2020 $10,000 - $10,000 Jeffrey C. Royal 2020 $10,000 - $10,000 The Board of Directors also provided that these guidelines may be modified by the Compensation Committee of the Board of Directors. Each of Messrs. Rozek and Peterson receive compensation as officers of our Company, and we reimburse all of our directors for reasonable travel andother expenses incurred in attending Board and committee meetings. Compensation Committee Interlocks and Insider Participation Our Compensation Committee members currently are Frank H. Kenan II, Bradford B. Briner and Jeffrey C. Royal, and none of the CompensationCommittee members was, during the fiscal year, an officer or employee of the Company, or was formerly an officer of the Company. Except as described below,none of our executive officers serve as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of anyother entity that has one or more of its executive officers serving as a member of our Board or Compensation Committee. Entities controlled by Mr. Keating serveas the Manager of Logic and 24th Street Holding Company, LLC. None of the current members of the Compensation Committee of our Board has ever been anemployee of the Company. 66Table of Contents Employment Contracts, Termination of Employment and Change in Control Arrangements Rozek and Peterson Employment Agreements. On August 1, 2015, we entered into employment agreements with each of Alex B. Rozek and Adam K.Peterson. Mr. Rozek and Mr. Peterson each serve as a Co-Chief Executive Officer and as a Co-President. Each of the employment agreements has a one-year term,with automatic successive one-year renewal terms unless we or the executive decline to renew the agreement. Each of the employment agreements provides for abase salary at federal minimum wage per year through December 31, 2015, and an annualized base salary of $275,000 thereafter. However, each of theseagreements was amended to delay an increase in the base salary from federal minimum wage until such time as approved by the Compensation Committee. OnJanuary 2, 2019, the Compensation Committee approved compensating Mr. Rozek at the base salary of $275,000 per year. On December 27, 2019, theCompensation Committee approved compensating Mr. Peterson at the base salary of $275,000 per year, effective January 1, 2020. On February 3, 2020, theCompensation Committee approved increases to the base salaries of Mr. Rozek and Mr. Peterson from $275,000 to $286,000, effective retroactively to January 1,2020 and on March 25, 2021 increased the base salaries for each of Mr. Peterson and Mr. Rozek to $425,000 per year, effective January 1, 2021. Each of theemployment agreements also provides for certain severance payments to the executives in the event their employment is terminated by us without “cause” or if theexecutive terminates his employment for “good reason.” Each of Messrs. Rozek and Peterson participate in a management incentive bonus plan, which we refer to as the “MIBP,” effective as of August 1, 2015,under which participants of such plan are eligible to receive cash bonus awards based on achievement by the Company of certain net growth target objectives. Eachof Alex B. Rozek and Adam K. Peterson are eligible to participate in the management incentive bonus plan pursuant to their respective employment agreements.The management incentive bonus plan provides for a bonus pool, determined on an annual basis by the Compensation Committee of the Board of Directors, equalto up to 20% of the amount by which our stockholders’ equity for the applicable fiscal year (excluding increases in stockholders’ equity per share resulting fromissuances by the Company of its securities or securities of any subsidiary for cash consideration) exceeds 106% of our stockholders’ equity for the preceding fiscalyear. On February 27, 2018, the Compensation Committee of the Board of Directors approved changes to the MIBP, effected through an amendment andrestatement of the MIBP, including placing certain caps on the total payments under the MIBP through December 2032 and additional annual caps thereafter, aswell as establishing a high water mark under the MIBP so that any decrease in adjusted stockholders’ equity per share in any prior year must be first recoupedbefore the 6% hurdle test is applied. Previously, there were no caps on the amounts payable under the MIBP. In the event that either Mr. Rozek or Mr. Peterson’s employment is terminated without cause or if either elects to terminate his employment for “GoodReason,” he is entitled to receive severance payments equal to the amounts which would have been payable to him under the MIBP if he had remained with usthrough the remainder of the fiscal year in which his employment terminated multiplied by a fraction equal to the number of days during the fiscal year that theexecutive remained employed by us divided by 365. Severance payments also will include an amount equal to four months’ base salary for each full 12 monthperiod the executive is employed by us commencing August 1, 2015, except that in no event shall severance payments exceed the then current base salary on amonthly basis multiplied by 12. For purposes of these employment agreements, "Good Reason" means any of the following: (i) a substantial diminution in theduties and responsibilities of the named executive; (ii) a substantial diminution in the named Executive's compensation or benefits; or (iii) relocation of theCompany's place of business in which Executive is employed to a location outside of a thirty (30) mile radius of his then current place of employment. None of our officers receive salary or other compensation as officers and/or directors of Yellowstone. Herman Employment Agreement. On January 1, 2019, we hired David Herman to serve as the Chief Operating Officer of our wholly-owned subsidiaryGeneral Indemnity Group, LLC. On August 9, 2019, Mr. Herman became President of General Indemnity Group, LLC. In connection with the employment of Mr.Herman, General Indemnity Group, LLC and Mr. Herman entered into an employment letter agreement, pursuant to which Mr. Herman currently receives anannual base salary of $300,000 per year. In addition, Mr. Herman is eligible to receive an annual cash bonus, based on achievement of certain performance metricsdetermined within 30 days of the commencement of each fiscal year, that are tied to personal performance goals, overall company performance measured bygrowth of gross written premium, and a discretionary amount determined by the Company’s senior management. In the event Mr. Herman’s employment isterminated by General Indemnity Group, LLC without “Cause” or by Mr. Herman for “Good Reason,” Mr. Herman will be eligible to receive severance pay equalto twelve months’ base salary. Thomas Employment Agreement. On August 30, 2019, we hired Robert Thomas to serve as the President of United Casualty and Surety InsuranceCompany, a wholly-owned subsidiary of our wholly-owned subsidiary General Indemnity Group, LLC. In connection with the employment of Mr. Thomas,United Casualty and Surety Insurance Company and Mr. Thomas entered into an employment letter agreement, pursuant to which Mr. Thomas will receive anannual base salary of $275,000 per year, which may be increased in increments up to $320,000 as determined by the growth of annual in-force written premium. In addition, Mr. Thomas is eligible to receive an annual bonus, based on “Adjusted Pre-Tax Underwriting Income” performance, subject to a three-year vestingschedule whereby 60% of a positive bonus is payable 60 days following the end of each calendar year, 30% of the earned bonus is paid one year thereafter, and theremaining 10% is paid two years thereafter. Negative bonus amounts for a given year will be applied against any unvested positive bonus amounts from prioryears that have not yet been paid. In the event that, after five years of employment, Mr. Thomas’s employment is terminated by United Casualty and SuretyInsurance Company without “Cause” or by Mr. Thomas for “Good Reason,” Mr. Thomas will be entitled to be paid upon termination for any unvested portions ofpreviously earned bonuses. 67Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth as of March 26, 2021 certain information with respect to the beneficial ownership of our common stock by (i) each personknown by us to own beneficially more than 5% of our outstanding shares of each of our Class A common Stock and our Class B Common Stock, (ii) each of ourdirectors, (iii) each of our named executive officers and (iv) all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to shares. Unlessotherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of common stock,except to the extent authority is shared under applicable law. MCF has warrants to purchase 52,778 shares of our Class B common stock and BP has warrants topurchase 51,994 shares of our Class B common stock. All Class B common stock is convertible to Class A common stock at the option of the holder. Unlessotherwise indicated, the address of each person named in the table is c/o Boston Omaha Corporation, 1601 Dodge Street, Suite 3300, Omaha, Nebraska 68102. Class A common stock Class B common stock Name of Beneficial Owner Shares Percentage ofOutstandingClass of Stock Shares Percentage ofOutstandingClass of Stock Percentage ofAggregate VotingPower of Class Acommon stock andClass B commonstock (1) Percentage ofAggregateEconomic Interestof Class Acommon stock andClass B commonstock (2) 5% stockholders: Magnolia Capital Fund, L.P. (3) - - 580,558 50.03% 15.37% 2.12%Magnolia BOC I, LP 7,960,095 30.41% 21.07% 29.12%Magnolia BOC II, LP (4) 2,070,328 7.91% 5.48% 7.57%The Magnolia Group, LLC 93,176 * * * Boulderado Partners, LLC (5) 515,151 1.97% 579,774 49.97% 16.71% 4.01%T. Rowe Price Associates, Inc. 2,101,876 8.03% 5.56% 7.69%Named executive officers anddirectors: Adam K. Peterson (3)(6) 10,220,936 39.05% 580,558 50.03% 42.42% 39.51%Alex B. Rozek (5)(7) 796,429 3.04% 579,774 49.97% 17.45% 5.03%Bradford B. Briner (8) 20,000 * * * Brendan J. Keating (9) 100,000 * * * Frank H. Kenan II (10) 181,666 * * * Vishnu Srinivasan 7,000 * * * Jeffrey C. Royal 5,000 * * * Joshua P. Weisenburger 3,400 * * * All directors and officers as a group (8persons) 11,334,431 43.30% 1,160,332 100.00% 60.72% 45.71%_______________________ *Less than 1% (1)The percent of Percentage of Aggregate Voting Power of Class A common stock and Class B common stock reflects that each share of Class Bcommon stock has 10 votes for each share of Class A common stock and assumes all outstanding Class B common stock warrants are exercised. (2)The percent of aggregate economic interest is based on both our Class A common stock and Class B common stock combined. The Class Bcommon stock converts to Class A common stock on a 1:1 basis. (3)Includes warrants to purchase 52,778 shares of our Class B common stock. (4)Based on information provided in that certain Schedule 13G filed with the SEC on May 25, 2018 and that certain Schedule 13G filed with the SECon February 14, 2019, shares held by Magnolia BOC II, LP are voted by The Magnolia Group, LLC at the direction of 238 Plan Associates LLC,and 238 Plan Associates LLC may be deemed to have voting and dispositive power over such shares. (5)Includes warrants to purchase 51,994 shares of our Class B common stock. (6)Represents amount of shares and warrants owned by Adam K. Peterson, Magnolia Capital Fund, LP, Magnolia BOC I, LP, Magnolia BOC II, LPand The Magnolia Group, LLC. Mr. Peterson serves as the manager of The Magnolia Group, LLC, the general partner of each of Magnolia CapitalFund, LP, Magnolia BOC I, LP and Magnolia BOC II, LP. (7)Represents shares and warrants owned by Boulderado Partners, LLC and 281,278 shares of Class A common stock held by trusts of which Mr.Rozek is the trustee and over which he has voting power, but as to which he disclaims beneficial ownership. Mr. Rozek serves as the manager ofBoulderado Capital, LLC, the manager of Boulderado Partners, LLC. On January 15, 2019, BP distributed to certain of its limited partner investors485,169 shares of Class A common stock. (8)Represents 10,000 shares of Class A common stock held by a limited liability company of which Mr. Briner is the Managing Member and 10,000shares of Class A common stock held by Mr. Briner. (9)Represents 47,400 shares of Class A common stock held by a trust established for the benefit of Mr. Keating and members of his family, 6,800shares of Class A common stock held by Mr. Keating, and 40,800 shares of Class A common stock held in retirement and 401(k) accounts for thebenefit of Mr. Keating. (10)Represents 58,276 shares of Class A common stock held by KD Capital, L.P., of which Mr. Kenan serves as a manager and owns 100% of KDCapital Management, LLC, which is the general partner of KD Capital, L.P. and 123,390 shares of Class A common stock held by a trust underwhich Mr. Kenan is both the trustee and beneficiary.68Table of Contents Changes in Control There are no arrangements known to the Company, including any pledge by any person of securities of the Company, the operation of which may at asubsequent date result in a change in control of the Company. Outstanding Equity Awards at Fiscal Year-End We had no outstanding equity awards at December 31, 2020. We do not currently have any compensation plans (including individual compensationarrangements) under which equity securities are authorized for issuance, and, as a result, none of our officers and directors is a party to any equity compensation orincentive plan with the Company. Item 13. Certain Relationships and Related Transactions, and Director Independence. The following discussion is a brief summary of certain material arrangements, agreements and transactions we have with related parties. It does notinclude all of the provisions of our material arrangements, agreements and transactions with related parties, does not purport to be complete and is qualified in itsentirety by reference to the arrangements, agreements and transactions described. We enter into transactions with our stockholders and other entities owned by, oraffiliated with, our direct and indirect stockholders in the ordinary course of business. These transactions include, among others, professional advisory, consultingand other corporate services. The holders of record of the shares of Class B common stock, exclusively and as a separate class, are entitled to elect two directors to our Board ofDirectors, which number of Class B Directors may be reduced pursuant to the terms and conditions of the Amended and Restated Voting and First RefusalAgreement. Any Class B Director may be removed without cause by, and only by, the affirmative vote of the holders of eighty percent (80%) of the shares of ClassB common stock exclusively and as a separate class, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a writtenconsent of such stockholders. Matters requiring the unanimous approval of the Class B Directors are described in the risk factor entitled “Certain actions cannot betaken without the approval of MCF and BP due to their ownership of Class B common stock.” Each of BP and MCF agreed as part of the Amended and Restated Voting and First Refusal Agreement also originally entered into on June 19, 2015 toelect as the Class B Directors each of Alex B. Rozek, as a nominee of BP, and Adam Peterson, as a nominee of MCF. In the event of (a) the death of a Class BDirector, (b) the incapacitation of a Class B Director as a result of illness or accident, which makes it reasonably unlikely that the Class B Director will be able toperform his normal duties for the Company for a period of ninety (90) days, or (c) a change of control of BP or MCF, then the Class B stockholder whichnominated such dead or incapacitated Class B Director, or the Class B stockholder undergoing such change of control, shall convert all of such Class B commonstock into shares of our Class A common stock, in accordance with the procedures set forth in the certificate of incorporation. The Amended and Restated Votingand First Refusal Agreement also provides each of us and the other parties to the Amended and Restated Voting and First Refusal Agreement with the right of firstrefusal to purchase the Class B common stock proposed to be sold by the other holder of Class B common stock. On February 22, 2018, the Company entered into a Class A Common Stock Purchase Agreement for the 2018 private placement, pursuant to which theCompany sold to MBOC I, MBOC II, and BBOC $150,000,000 in unregistered shares of Class A common stock at a price of $23.30, a slight premium to theclosing price of shares of Class A common stock of $23.29 on the NASDAQ Capital Market, as reported by NASDAQ on the date of the Class A Common StockPurchase Agreement. MBOC I and MBOC II are entities managed by Magnolia, and BBOC, which subsequently contributed all of its shares of Class A commonstock to MBOC I, was an entity managed by Boulderado Group, LLC. The Class A Common Stock Purchase Agreement was approved by an independent specialcommittee of our Board of Directors with the advice of independent legal counsel and an independent investment banking firm which provided a fairness opinionto the special committee. The closing of the first tranche of shares to be sold under the agreement occurred on March 6, 2018, consisting of a total of 3,300,000shares resulting in total gross proceeds of $76,890,000. The closing of the second tranche of shares sold under the agreement occurred on May 15, 2018,consisting of a total of 3,137,768 shares resulting in total gross proceeds of approximately $73,110,000. The limited partners of each of MBOC I and MBOC IIhave the right to receive an in-kind distribution of their interests in the partnerships upon written request. On March 6, 2018, Magnolia BOC I and Magnolia BOCII entered into a registration rights agreement with the Company pursuant to which the Company is obligated at any time after March 6, 2021 to register up to6,437,768 shares of Class A common stock held by Magnolia BOC I and Magnolia BOC II upon demand and which also grant the holders of these sharespiggyback registration rights as described in the registration rights agreement. Such registration rights expire upon the earlier of March 31, 2033 or the date all suchshares may be freely sold without restriction under Rule 144. Mr. Peterson and Mr. Rozek also receive compensation from Magnolia and Boulderado for their roles as managers of Magnolia and Boulderado,respectively. Two of our investments in affiliates, Logic and 24th Street Holding Company, LLC, are managed by Brendan Keating, a member of our board ofdirectors. During fiscal 2020, we invested $6,000,000 in 24th Street Fund I, LLC and 24th Street Fund II, LLC. The funds are managed by 24th Street AssetManagement LLC, a subsidiary of 24th Street Holding Company, LLC, and will focus on opportunities within secured lending and direct investments incommercial real estate. 69Table of Contents Policy and Procedures for the Review, Approval or Ratification of Transactions with Related Persons Our Board of Directors has adopted a written policy and procedures, which we refer to as the “Related Party Policy,” for the review, approval orratification of “Related Party Transactions” by the independent members of the Audit and Risk Committee of our Board of Directors. For purposes of the RelatedParty Policy, a “Related Party Transaction” is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships(including the incurrence or issuance of any indebtedness or the guarantee of indebtedness) in which (1) the aggregate amount involved will or may be reasonablyexpected to exceed $120,000 in any fiscal year, (2) the Company or any of its subsidiaries is a participant, and (3) any Related Party (as defined therein) has or willhave a direct or indirect material interest. The Related Party Policy defines “Related Party” as any person who is, or, at any time since the beginning of the Company’s last fiscal year, was (1) anexecutive officer, director or nominee for election as a director of the Company or any of its subsidiaries, (2) a person with greater than five percent(5%) beneficial interest in the Company, (3) an immediate family member of any of the individuals or entities identified in (1) or (2) of this paragraph, and (4) anyfirm, corporation or other entity in which any of the foregoing individuals or entities is employed or is a general partner or principal or in a similar position or inwhich such person or entity has a five percent (5%) or greater beneficial interest. Immediate family members, each of which we refer to as a “Family Member,”includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone residing in such person’s home, other than a tenant or employee. Prior to the Company entering into any Related Party Transaction, such Related Party Transaction will be reported to our outside corporate counsel whowill report the same to the Audit and Risk Committee. Management, with assistance from our outside corporate counsel, will conduct an investigation andevaluation of the Related Party Transaction and will report its findings to the Audit and Risk Committee, including a summary of material facts. The Audit andRisk Committee will review the material facts of all Related Party Transactions which require the Audit and Risk Committee’s approval and either approve ordisapprove of the Related Party Transaction, subject to the exceptions described below. If advance notice of a Related Party Transaction has been given to theAudit and Risk Committee and it is not possible to convene a meeting of the Audit and Risk Committee, then the chairman of the Audit and Risk Committee willconsider whether the Related Party Transaction is appropriate and, if it is, will approve the Related Party Transaction, with the Audit and Risk Committee beingasked to ratify the Related Party Transaction at the next regularly scheduled meeting of the Audit and Risk Committee. In the event the Audit and Risk Committeedoes not ratify any such Related Party Transaction, management shall make all reasonable efforts to cancel or annul such Related Party Transaction. In determiningwhether to approve or ratify a Related Party Transaction, the Audit and Risk Committee will consider all factors it deems appropriate, including the factors listedbelow in “Review Criteria.” Entering into a Related Party Transaction without the approval or ratification required by the terms of the Related Party Policy is prohibited and aviolation of such policy. In the event the Company’s directors, executive officers or Chief Accounting Officer become aware of a Related Party Transaction thatwas not previously approved or ratified under the Related Party Policy, such person will promptly notify the Audit and Risk Committee (or, if it is not practicablefor the Company to wait for the Audit and Risk Committee to consider the matter, the chairman of the Audit and Risk Committee), which will consider whether theRelated Party Transaction should be ratified or rescinded or whether other action should be taken, with such review considering all of the relevant facts andcircumstances regarding the Related Party Transaction, including the factors listed below in “Review Criteria.” The chairman of the Audit and Risk Committeewill report to the Committee at its next regularly scheduled meeting any actions taken under the Related Party Policy pursuant to the authority delegated in thisparagraph. The Audit and Risk Committee will also review all of the facts and circumstances pertaining to the failure to report the Related Party Transaction to theAudit and Risk Committee and will take, or recommend to our Board of Directors, any action the Audit and Risk Committee deems appropriate. No member of the Audit and Risk Committee or director of our Board will participate in any discussion or approval of a Related Party Transaction forwhich he or she is a Related Party, except that the Audit and Risk Committee member or Board member will provide all material information concerning theRelated Party Transaction to the Audit and Risk Committee. If a Related Party Transaction will be ongoing, the Audit and Risk Committee may establish guidelines for the Company’s management to follow in itsongoing dealings with the Related Party. Thereafter, the Audit and Risk Committee, on at least an annual basis, will review and assess ongoing relationships withthe Related Party to ensure that they are in compliance with the Audit and Risk Committee’s guidelines and that the Related Party Transaction remains appropriate. 70Table of Contents Review Criteria. All Related Party Transactions will be reviewed in accordance with the standards set forth in the Related Party Policy after fulldisclosure of the Related Party’s interests in the transaction. As appropriate for the circumstances, the Audit and Risk Committee will review and consider: ●the Related Party’s interest in the Related Party Transaction; ●the terms of the Related Party Transaction, including the approximate dollar value of the amount involved in the Related Party Transaction and theapproximate dollar value of the amount of the Related Party’s interest in the transaction without regard to the amount of any profit or loss; ●whether the transaction is being undertaken in the ordinary course of business of the Company; ●whether the transaction with the Related Party is proposed to be, or was, entered into on terms no less favorable to the Company than terms that couldhave been reached with an unrelated third party; ●the purpose of, and the potential benefits to the Company of, the Related Party Transaction; ●a description of any provisions or limitations imposed as a result of entering into the Related Party Transaction; ●whether the proposed transaction includes any potential reputational risk issues for the Company which may arise as a result of or in connection withthe Related Party Transaction; ●whether the proposed transaction would violate any requirements of the Company’s financing or other material agreements; and ●any other relevant information regarding the Related Party Transaction or the Related Party. The Audit and Risk Committee, or its chairman, as applicable, may approve or ratify the Related Party Transaction only if the Audit and Risk Committeedetermines in good faith that, under all of the circumstances, the transaction is fair to the Company. The Audit and Risk Committee, in its sole discretion, mayimpose such conditions as it deems appropriate on the Company or the Related Party in connection with approval of the Related Party Transaction. Pre-Approved Related Party Transactions. The Audit and Risk Committee has determined that the following transactions will be deemed pre-approvedor ratified and will not require review or approval of the Audit and Risk Committee, even if the aggregate amount involved will exceed $120,000, unless otherwisespecifically determined by the Audit and Risk Committee: ●Any employment or compensation by the Company of an executive officer of the Company or any of its subsidiaries if the related compensationconforms with our Company’s compensation policies, if the executive officer is not a Family Member of another executive officer or of a director ofour Board; and ●Any compensation paid to a director of our Board if the compensation is consistent with the Company’s bylaws and any compensation policies. Notwithstanding anything to the contrary in the Related Party Policy, in the event the bylaws of the Company require review by our Board of Directorsand/or approval of a Related Party Transaction, the Audit and Risk Committee, and its chairman, will not have the authority to review or approve a Related PartyTransaction but will provide a recommendation to our Board of Directors for the Board’s use in its consideration of a given Related Party Transaction. 71Table of Contents Director Independence Our Board currently consists of Messrs. Rozek, Peterson, Keating, Briner, Kenan, Royal and Srinivasan. Currently, we consider only Messrs. Briner,Kenan, Royal and Srinivasan to be “independent”, as Messrs. Rozek and Peterson have a direct employment relationship with us and Mr. Keating serves as thechief executive officer of two companies in which we currently own a 30% and 49.9% equity stake respectively, both directly and indirectly. The majority of ourBoard of Directors is “independent” in accordance with NASDAQ rules including, in the judgment of the Board, the requirement that such directors have nomaterial relationship with us (either directly or as a partner, stockholder or officer of an organization that has a relationship with us). The Board has adopted thefollowing standards to assist it in determining whether a director has a material relationship with us. Under these standards, a director will not be considered tohave a material relationship with us if he or she is not: (a)a director who is, or during the past three years was, employed by us, other than prior employment as an interim executive officer (provided theinterim employment did not last longer than one year); (b)a director who accepted or has an immediate family member who accepted any compensation from us in excess of $120,000 during any period oftwelve consecutive months within the three years preceding the determination of independence, other than the following: (i)compensation for Board or Board committee service; (ii)compensation paid to an immediate family member who is our employee (other than an executive officer); (iii)compensation received for former service as an interim executive officer (provided the interim employment did not last longer than oneyear); or (iv)benefits under a tax-qualified retirement plan, or non-discretionary compensation; (c)a director who is an immediate family member of an individual who is, or at any time during the past three years was, employed by us as anexecutive officer; (d)a director who is, or has an immediate family member who is, a partner in, or a controlling stockholder or an executive officer of, any organization towhich we made, or from which we received, payments (other than those arising solely from investments in our securities or payments under non-discretionary charitable contribution matching programs) that exceed 5% of the organization’s consolidated gross revenues for that year, or $200,000,whichever is more, in any of the most recent three fiscal years; (e)a director who is, or has an immediate family member who is, employed as an executive officer of another entity where at any time during the mostrecent three fiscal years any of our executive officers served on the compensation committee of such other entity; or (f)a director who is, or has an immediate family member who is, a current partner of our outside auditor, or was a partner or employee of our outsideauditor who worked on our audit at any time during any of the past three years. Ownership of a significant amount of our stock, by itself, does not constitute a material relationship. For relationships not covered by these standards, thedetermination of whether a material relationship exists shall be made by the other members of the Board who are independent (as defined above). 72Table of Contents Item 14. Principal Accountant Fees and Services. During fiscal 2020 and fiscal 2019, the aggregate fees that we paid to our independent auditors for professional services were as follows: Year Ended December 31, 2020 2019 Audit Fees (1) $535,560 $641,000 Audit-Related Fees (2) $-0- $-0- Tax Fees $-0- $-0- All Other Fees $-0- $-0- (1)Fees for audit services include fees associated with the annual audit and the review of our quarterly reports on Form 10-Q, as well as associated consents andcomfort letters.(2)Fees for audit-related services include fees associated with audits for our various acquisitions. Audit and Risk Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm Our Audit and Risk Committee pre-approves all audit and permissible non-audit services provided by our independent registered public accounting firm.These services may include audit services, audit-related services and tax services, as well as specifically designated non-audit services that, in the opinion of theAudit and Risk Committee, will not impair the independence of the independent registered public accounting firm. Our Audit and Risk Committee annuallyreviews the audit and permissible non-audit services performed by our independent registered public accounting firm, and reviews and approves the fees chargedby it. Our Audit and Risk Committee has considered the role of our independent registered public accounting firm in providing tax and audit services and otherpermissible non-audit services to us and has concluded that the provision of such services was compatible with the maintenance of the independence of ourindependent registered public accounting firm in the conduct of its auditing functions. Changes in Independent Registered Accounting Firm On August 17, 2020 (“Dismissal Date”) the Audit Committee approved the dismissal of MaloneBailey, LLP ("MaloneBailey") as the Company’sindependent registered public accounting firm. The reports of MaloneBailey on the financial statements for the fiscal years ended December 31, 2019 and 2018 contained no adverse opinion ordisclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principle, except that MaloneBailey’s report on internalcontrol over financial reporting expressed an opinion that the Company had not maintained effective internal control over financial reporting as of December 31,2018. The material weaknesses identified related to the design and operating effectiveness of process controls over the review and approval of journal entries andthe approval and authorization of expenditures. For the fiscal year ended December 31, 2019, MaloneBailey expressed an opinion that the Company maintained, inall material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - IntegratedFramework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. During the fiscal years ended December 31, 2019 and 2018 and the subsequent interim period through the Dismissal Date, there were no disagreements(as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304) with MaloneBailey on any matter of accounting principlesor practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of MaloneBailey would havecaused MaloneBailey to make reference thereto in its reports on the Company’s financial statements for such years. During the fiscal years ended December 31,2019 and 2018 and the subsequent interim period through the Dismissal Date, there have been no reportable events (as that term is defined in Item 304(a)(1)(v) ofRegulation S-K), except for the material weaknesses described above, all of which were subsequently remediated as of December 31, 2019. On August 17, 2020, the accounting firm of KPMG LLP (“KPMG”) was engaged by the Committee as the Company’s new independent registered publicaccounting firm to perform independent audit services for the Company for the fiscal year ending December 31, 2020 (including with respect to the Company'squarterly period ending September 30, 2020), effective immediately. During the fiscal year ended December 31, 2019 and December 31, 2018 and through the subsequent interim period as of August 17, 2020, neither theCompany, nor any party on behalf of the Company, consulted with KPMG with respect to either (i) the application of accounting principles to a specifiedtransaction, either completed or proposed, or the type of the audit opinion that might be rendered with respect to the Company's consolidated financial statements,and no written report or oral advice was provided to the Company by KPMG that was an important factor considered by the Company in reaching a decision as toany accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any “disagreement” (as that term is defined in Item 304(a)(1)(iv) ofRegulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K). 73Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules. (a) The following consolidated financial statements and the related notes thereto of the Company and the Accounting Firm thereon are filed as part of thisreport: 1.Financial Statements: PageReports of Independent Registered Public Accounting FirmsF-1Consolidated Balance Sheets – December 31, 2020 and December 31, 2019F-6Consolidated Statements of Operations – Years ended December 31, 2020 and December 31, 2019F-8Consolidated Statements of Changes in Stockholders’ Equity – Years ended December 31, 2020 and December 31, 2019F-9Consolidated Statements of Cash Flows – Years ended December 31, 2020 and December 31, 2019F-10Notes to Consolidated Financial StatementsF-13 2.Exhibits: See Item 15(b) below. (b)Exhibits The exhibits listed in the Exhibit Index attached hereto are incorporated herein by reference. Item 16. Form 10-K Summary. The Company has determined not to include a summary of information required by this Item 16 of the Annual Report on Form 10-K. 74Table of Contents EXHIBIT INDEX Exhibit No.Exhibit Description 2.1 (*)Asset Purchase and Contribution Agreement by and among Utah Broadband, LLC, FIF Utah, LLC and certain other parties dated December 12,2021 filed as Exhibit 2.1 to the Company’s Current report on form 8-K as filed with the Commission on December 17, 2020. 3.1 (*)Certificate of Incorporation of the Company, filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the Commission onMarch 19, 2015. 3.2 (*)Bylaws of the Company, filed as Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the Commission on March 19, 2015. 3.3 (*)Amended and Restated Certificate of Incorporation of the Company, filed as Exhibit 4.7 to the Company’s Current Report on Form 8-K filedwith the Commission on June 24, 2015. 3.4 (*)Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company’s CurrentReport on Form 8-K filed with the Commission on October 22, 2015. 3.5 (*)Second Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company’sCurrent Report on Form 8-K filed with the Commission on March 14, 2016. 3.6 (*)Second Amended and Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-Kfiled with the Commission on May 26, 2017. 3.7 (*)First Amendment to the Second Amended and Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company’sCurrent Report on Form 8-K filed with the Commission on May 7, 2018. 3.8 (*)Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Boston Omaha Corporation dated June 2, 2020.,filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the Commission on June 2, 2020. 3.9 (*)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 theCommission on April 1, 2020. 4.1 (*)Specimen Stock Certificate evidencing shares of Class A common stock (previously known as “Common Stock”), filed as Exhibit 4.01 to theCompany’s Registration Statement on Form S-1, as amended, (File No. 333-170054) originally filed with the Commission on October 20, 2010. 4.2 (*)Form of Class B Common Stock (previously known as “Class A Common Stock”) Purchase Warrant, filed as Exhibit 4.6 to the Company’sCurrent Report on Form 8-K filed with the Commission on June 24, 2015. 4.3 (*)Amended and Restated Voting and First Refusal Agreement dated May 26, 2017 by and among the Company, Magnolia Capital Fund, L.P. andBoulderado Partners, LLC, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 26, 2017. 4.5 (*)Class A Common Stock Purchase Agreement dated February 22, 2018, among Boston Omaha Corporation and the Purchasers named therein,filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 26, 2018. 4.6 (*)Registration Rights Agreement dated March 6, 2018, among Boston Omaha Corporation and the Purchasers named therein, in the form attachedas Annex I to the Class A Common Stock Purchase Agreement dated February 22, 2018, among Boston Omaha Corporation and the Purchasersnamed therein, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 26, 2018. 4.7 (*)Board Observer Letter dated March 6, 2018, among Boston Omaha Corporation and the Purchasers named therein, in the form attached asAnnex II to the Class A Common Stock Purchase Agreement dated February 22, 2018, among Boston Omaha Corporation and the Purchasersnamed therein, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 26, 2018. 4.8 (*)Stockholders Agreement dated as of May 15, 2018 by and among Boston Omaha Corporation, Magnolia BOC I LP and Boulderado BOC, LP,filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 15, 2018. 75Table of Contents 10.1 (*)(+)Employment Agreement dated August 1, 2015 by and between the Company and Alex B. Rozek, filed as Exhibit 10.1 to the Company’s CurrentReport on Form 8-K filed with the Commission on August 5, 2015. 10.2 (*)(+)Employment Agreement dated August 1, 2015 by and between the Company and Adam K. Peterson, filed as Exhibit 10.2 to the Company’sCurrent Report on Form 8-K filed with the Commission on August 5, 2015. 10.3 (*)Form of Indemnification Agreement by and among the Company and each of its current directors, filed as Exhibit 10.6 to the Company’sRegistration Statement on Form S-1, as amended, (File No. 333-216040) originally filed with the Commission on February 13, 2017. 10.4 (*)(+)Amendment No. 1 to Employment Agreement dated June 5, 2017 by and between the Company and Alex B. Rozek, filed as Exhibit 10.8 to theCompany’s Registration Statement on Form S-1, as amended, (File No. 333-216040) originally filed with the Commission on February 13, 2017. 10.5 (*)(+)Amendment No. 1 to Employment Agreement dated June 5, 2017 by and between the Company and Adam K. Peterson, filed as Exhibit 10.9 tothe Company’s Registration Statement on Form S-1, as amended, (File No. 333-216040) originally filed with the Commission on February 13,2017. 10.6 (*)(+)Amended and Restated Management Incentive Bonus Plan, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with theCommission on February 28, 2018. 10.7 (*)(+)Amendment No. 2 to Employment Agreement dated February 27, 2018 by and between the Company and Alex B. Rozek, filed as Exhibit 10.2to the Company’s Current Report on Form 8-K filed with the Commission on February 28, 2018. 10.8 (*)(+)Amendment No. 2 to Employment Agreement dated February 27, 2018 by and between the Company and Adam K. Peterson, filed as Exhibit10.3 to the Company’s Current Report on Form 8-K filed with the Commission on February 28, 2018. 10.9 (*)Credit Agreement, dated August 12, 2019 by and between Link Media Holdings, LLC, and First National Bank of Omaha filed as Exhibit 10.1to the Company’s Current Report on Form 8-K filed with the Commission on August 13, 2019. 10.10 (*)Security Agreement, dated August 12, 2019, by and among Link Media Holdings, LLC and the Subsidiary Guarantors in Favor of First NationalBank of Omaha filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on August 13, 2019. 10.11 (*)Subsidiaries Guaranty dated August 12, 2019 by and among the Subsidiary Guarantors in Favor of First National Bank of Omaha filed as Exhibit10.3 to the Company’s Current Report on Form 8-K filed with the Commission on August 13, 2019. 10.12 (*)$5,000,000 Revolving Note dated August 12, 2019 issued by Link Media Holdings, LLC in favor of First National Bank of Omaha filed asExhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on August 13, 2019. 10.13 (*)$24,900,000 Term Loan Note 1 dated August 12, 2019 issued by Link Media Holdings, LLC to First National Bank of Omaha filed as Exhibit10.4 to the Company’s Current Report on Form 8-K filed with the Commission on August 13, 2019. 10.14 (*)First Amendment to Credit Agreement dated October 25, 2019 filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with theCommission on October 25, 2019. 10.15 (*)Second Amendment to Credit Agreement dated June 25, 2020 filed as Exhibit 10.1 to the Company’s Current report on Form 8-K as filed withthe Commission on June 30, 2020. 10.16(*)Term Loan 2 Promissory Note dated August 31, 2020 filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with theCommission on September 4, 2020. 14.1 (*)Code of Business Conduct and Ethics, filed as Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed with the Commission on March30, 2016. 76Table of Contents 21.1 (#)Schedule of Subsidiaries of the Company. 23.1 (#)Consent of KPMG, LLP, Independent Registered Public Accounting Firm. 23.2 (#)Consent of MaloneBailey, LLP, Independent Registered Public Accounting Firm. 31.1 (#)Certification of Co-Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). 31.2 (#)Certification of Co-Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). 31.3 (#)Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). 32.1 (#)(##)Certification of the Co-Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 32.2 (#)(##)Certification of the Co-Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 32.3 (#)(##)Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 101.INSInline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embeddedwithin the Inline XBRL 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. 104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). (*)Incorporated by reference to the filing indicated.(+)Management contract or compensatory plan or arrangement.(#)Filed herewith.(##)The certifications attached as Exhibits 32.1, 32.2 and 32.3 that accompany this Report, are not deemed filed with the SEC and are not to be incorporatedby reference into any filing of Boston Omaha Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, asamended, whether made before or after the date of this Report irrespective of any general incorporation language contained in such filing. 77Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed onits behalf by the undersigned, thereunto duly authorized. BOSTON OMAHA CORPORATION(Registrant) By: /s/ Alex B. Rozek Alex B. Rozek,Co-President (Principal Executive Officer) May 24, 2021 By: /s/ Adam K. Peterson Adam K. Peterson,Co-President (Principal Executive Officer) May 24, 2021 By: /s/ Joshua P. Weisenburger Joshua P. Weisenburger Chief Financial Officer (Principal Financial and Accounting Officer) May 24, 2021 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and inthe capacities and on the dates indicated: Name TitleDate /s/Alex B. Rozek President, and Co-Chief Executive Officer, Co-Chairman of the Board of DirectorsMay 24, 2021 Alex B. Rozek (Principal Executive Officer) /s/Adam K. Peterson President, and Co-Chief Executive Officer, Co-Chairman of the Board of DirectorsMay 24, 2021 Adam K. Peterson (Principal Executive Officer) /s/Bradford B. Briner DirectorMay 24, 2021 Bradford B. Briner /s/Brendan J. Keating DirectorMay 24, 2021 Brendan J. Keating /s/Frank H. Kenan II DirectorMay 24, 2021 Frank H. Kenan II /s/Jeffrey C. Royal DirectorMay 24, 2021 Jeffrey C. Royal /s/Vishnu Srinivasan DirectorMay 24, 2021 Vishnu Srinivasan /s/Joshua P. Weisenburger Chief Financial OfficerMay 24, 2021 Joshua P. Weisenburger (Principal Financial and Accounting Officer) 78Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Boston Omaha Corporation: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Boston Omaha Corporation and subsidiaries (the Company) as of December 31, 2020, therelated consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year ended December 31, 2020, and the related notes(collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financialposition of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020, in conformity withU.S. generally accepted accounting principles. Correction of Misstatements As discussed in Note 2 to the consolidated financial statements, the 2020 consolidated financial statements have been restated to correct certain misstatements. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules andregulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required tohave, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding ofinternal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financialreporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in theconsolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. F-1Table of Contents Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicatedor required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion onthe consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on thecritical audit matters or on the accounts or disclosures to which they relate. Valuation of goodwill for the insurance brokerage operations and insurance carrier operations reporting units. As discussed in Note 16 to the consolidated financial statements, the goodwill balance related to the General Indemnity Group, LLC reportable segment as ofDecember 31, 2020 was $8,719,294, which relates to the insurance brokerage operations and insurance carrier operations reporting units (collectively, “insurancereporting units”). As discussed in Note 3, the Company performs a goodwill impairment test annually at the reporting unit level and whenever events or changes incircumstances indicate that the carrying amount may not be fully recoverable. This involves estimating the fair value of each reporting unit and comparing it to thecarrying amount of the reporting unit. The Company employs a third-party valuation expert for its review of the reporting units. We identified the evaluation of the goodwill impairment test for the insurance reporting units as a critical audit matter. Specifically, the forecasts of premiumsearned and net sales and the determination of discount rates, used to estimate the fair value of the reporting units involved a high degree of auditor judgment andspecialized skills and knowledge. As such assumptions represented subjected determinations of future industry and economic conditions subjective auditorjudgment was required. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design of the Company’s internal control related tothe Company’s goodwill impairment process, specifically the control related to the development of the forecasts of premiums earned and net sales. We evaluatedthe reasonableness of the forecasts of premiums earned and net sales, by (1) comparing current and past performance of the reporting units, (2) comparing theCompany’s historical forecasts to actual results to assess the Company’s ability to accurately forecast, and (3) performing sensitivity analyses to assess the impactof changes in those assumptions on the Company’s determination of fair value. We involved valuation professionals with specialized skills and knowledge, whoassisted in evaluating the discount rates used in the estimate by comparing the inputs to the discount rates to publicly available data for comparable entities andassessing the resulting discount rates. Evaluating the fair value of the Customer Relationship Intangible Assets acquired in the FibAire Communications, LLC and Utah Broadband, LLC Acquisitions. As discussed in Note 7 to the consolidated financial statements, FIF AireBeam LLC (AireBeam), a wholly-owned subsidiary of the Company, acquiredsubstantially all of the business assets of FibAire Communications, LLC (FibAire) on March 10, 2020, for an aggregate purchase price of $13,712,491 that waspaid 90% in cash and with the issuance of 10% of the outstanding equity of AireBeam to the seller. The Company acquired, among other tangible and intangibleassets, a customer relationship intangible asset for $1,480,000. Separately, FIF Utah LLC (FIF Utah) a wholly-owned subsidiary of the Company, acquiredsubstantially all of the business assets of Utah Broadband, LLC (UBB) on December 29, 2020, for an aggregate purchase price of $26,603,700 that was paid 80%in cash and with the issuance of 20% of the outstanding equity of FIF Utah to the seller. The fair value allocation is preliminary and as of December 31, 2020 theCompany is in the process of obtaining a final third-party valuation of the tangible and intangible assets. The Company acquired, among other tangible andintangible assets, a customer relationship intangible asset for $7,400,000. F-2Table of Contents We identified the evaluation of the initial measurement of the customer relationship intangible assets acquired as a critical audit matter. The forecasted financialdata used in the discounted cash flow models to estimate the acquisition date fair value of the customer relationship intangible assets required a high degree ofauditor judgment. Specifically, subjective auditor judgment was required to evaluate the following assumptions included in the discounted cash flow models,which had limited observable market information, as the estimated fair values of such assets were sensitive to possible changes to these assumptions: -Forecasted revenue -Customer retention factors -Forecasted operating performance margins -Discount rates. The following are the primary procedures we performed to address this critical audit matter. For the FibAire and UBB customer relationship intangible assetsacquired, we performed the following procedures. We compared the Company’s forecasted revenue and operating performance margin assumptions to those ofcomparable companies using data publicly available. We assessed the Company’s forecasted revenue, customer retention factor and forecasted operatingperformance margin assumptions for comparison to those of a market participant, including consideration of recent similar market transactions. We compared theCompany’s forecasted revenue, customer retention factor and forecasted operating performance margin assumptions to the respective acquired company’shistorical results to assess the Company’s ability to accurately forecast. We involved valuation professionals with specialized skills and knowledge to assist in theevaluation of the discount rates used in the valuations, by comparing them against discount rate ranges that were independently developed using publicly availablemarket data for comparable companies. We have served as the Company’s auditor since 2020. Omaha, Nebraska March 29, 2021, except for the effect of the restatement disclosed in Note 2, as to which the date is May 24, 2021 F-3Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors ofBoston Omaha Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Boston Omaha and its subsidiaries (collectively, the “Company”) as of December 31, 2019, andthe related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectivelyreferred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as ofDecember 31, 2019 , and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted inthe United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statementsbased on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are requiredto be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities andExchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess therisks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such proceduresincluded examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accountingprinciples used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our auditprovides a reasonable basis for our opinion. /s/ MaloneBailey, LLPwww.malonebailey.comWe have served as the Company's auditor since 2012.Houston, TexasMarch 13, 2020 F-4Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 F-5Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Consolidated Balance Sheets ASSETS December 31 (As Restated) 2020 2019 Current Assets: Cash and cash equivalents $44,665,972 $16,028,514 Restricted cash 280,269 343,518 Investments held in trust - special purpose acquisition company 138,716,226 - Accounts receivable, net 4,041,563 4,190,543 Interest receivable 286,768 456,827 Short-term investments 7,050,675 6,547,171 Note receivable from affiliate 20,000,000 - Marketable equity securities 64,036,482 55,907,927 U. S. Treasury securities 37,767,945 75,409,199 Funds held as collateral assets 10,006,075 1,858,161 Prepaid expenses 2,197,342 1,422,637 Total Current Assets 329,049,317 162,164,497 Property and Equipment, net 48,508,272 36,825,019 Other Assets: Goodwill 124,446,446 106,272,501 Intangible assets, net 44,373,909 32,271,581 Investments 19,448,519 42,638,240 Investments in unconsolidated affiliates 20,913,896 771,805 Deferred policy acquisition costs 690,555 2,349,699 Right of use assets 52,849,492 53,249,985 Other 427,020 364,883 Total Other Assets 263,149,837 237,918,694 Total Assets $640,707,426 $436,908,210 The accompanying notes are an integral part of the consolidated financial statements. F-6Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Consolidated Balance Sheets (Continued) LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND STOCKHOLDERS' EQUITY December 31, (As Restated) 2020 2019 Current Liabilities: Accounts payable and accrued expenses $6,825,081 $5,675,096 Short-term payables for business acquisitions 771,916 416,166 Lease liabilities 4,354,664 3,801,727 Funds held as collateral 10,006,075 1,858,161 Unearned premiums 3,955,363 8,035,756 Current maturities of long-term debt 1,282,504 504,170 Deferred underwriting fee payable 4,759,615 - Deferred revenue 1,915,031 1,390,154 Total Current Liabilities 33,870,249 21,681,230 Long-term Liabilities: Asset retirement obligations 2,282,273 2,044,705 Lease liabilities 47,581,933 48,199,652 Long-term debt, less current maturities 21,775,146 17,555,830 Other long-term liabilities 116,104 398,750 Warrants liability 8,431,315 - Deferred tax liability 57,000 57,000 Total Liabilities 114,114,020 89,937,167 Redeemable Noncontrolling interest 145,027,149 1,730,058 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, 26,175,555 and 22,455,100 shares issuedand outstanding, respectively 26,176 22,455 Class B common stock, $.001 par value, 1,161,116 shares authorized, 1,055,560 shares issued and outstanding 1,056 1,056 Additional paid-in capital 424,204,641 367,029,421 Accumulated deficit (42,665,616) (21,811,947) Total Stockholders' Equity 381,566,257 345,240,985 Total Liabilities, Redeemable Noncontrolling Interest, and Stockholders' Equity $640,707,426 $436,908,210 The accompanying notes are an integral part of the consolidated financial statements. F-7Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Consolidated Statements of Operations For the Years Ended December 31, (As Restated) 2020 2019 Revenues: Billboard rentals, net $28,260,964 $28,429,167 Broadband services 3,836,537 - Premiums earned 11,723,886 10,944,313 Insurance commissions 1,494,379 1,567,331 Investment and other income 427,697 448,327 Total Revenues 45,743,463 41,389,138 Costs and Expenses: Cost of billboard revenues (exclusive of depreciation and amortization) 11,272,349 11,321,149 Cost of broadband revenues (exclusive of depreciation and amortization) 546,106 - Cost of insurance revenues (exclusive of depreciation and amortization) 6,690,203 6,290,218 Employee costs 13,041,388 11,945,895 Professional fees 4,186,841 3,664,370 General and administrative 6,595,872 6,346,698 Amortization 3,987,003 10,471,973 Depreciation 3,704,700 3,102,168 Loss on disposition of assets 199,555 223,890 Bad debt expense 373,649 299,881 Accretion 140,704 134,992 Total Costs and Expenses 50,738,370 53,801,234 Net Loss from Operations (4,994,907) (12,412,096) Other Income (Expense): Interest income 1,661,680 3,198,527 Dividend income 1,074,539 710,169 Equity in income of unconsolidated affiliates 5,575,571 479,366 Unrealized (loss) gain on securities (10,399,932) 6,273,337 Gain on disposition of investments 5,714,207 572,181 Remeasurement of warrant liability (217,582) - Interest expense (841,828) (302,749) Net Loss Before Income Taxes (2,428,252) (1,481,265)Income Tax (Provision) Benefit - - Net Loss (2,428,252) (1,481,265)Noncontrolling interest in subsidiary loss (income) 2,379,163 (5,658) Net Loss Attributable to Common Stockholders $(49,089) $(1,486,923) Basic and Diluted Net Loss per Share $(0.00) $(0.07)Basic and Diluted Weighted Average Class A and Class B Common Shares Outstanding 25,675,820 22,778,405 The accompanying notes are an integral part of the consolidated financial statements. F-8Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Consolidated Statements of Changes in Stockholders' Equity No. of shares Class ACommonStock Class BCommonStock Class ACommonStock Class BCommonStock AdditionalPaid-inCapital AccumulatedDeficit Total Stockholders' equity January 1, 2019 21,029,324 1,055,560 $21,029 $1,056 $335,518,323 $(20,325,024) $315,215,384 Stock issued for cash 1,391,103 - 1,391 - 32,203,341 - 32,204,732 Stock issued for business acquisition 34,673 - 35 - 710,068 710,103 Increase in redeemable noncontrolling interest - - - - (378,821) - (378,821) Offering costs - - - - (1,023,490) - (1,023,490) Net loss attributable to common stockholders,December 31, 2019 - - - - - (1,486,923) (1,486,923) Stockholders' equity December 31, 2019 22,455,100 1,055,560 $22,455 $1,056 $367,029,421 $(21,811,947) $345,240,985 Stock issued for cash 3,720,455 - 3,721 - 59,546,030 - 59,549,751 Decrease in redeemable noncontrolling interestdue to redemption - - - - 323,649 - 323,649 Decrease in redeemable noncontrolling interestof broadband subsidiary - - - - 434,281 - 434,281 Contributions from noncontrolling interest - - - - 299,615 - 299,615 Offering costs - - - - (3,428,355) - (3,428,355) Adjustment to increase NCI to maximumredemption value (As Restated) - - - - - (20,804,580) (20,804,580) Net loss attributable to common stockholders,December 31, 2020 (As Restated) - - - - - (49,089) (49,089) Stockholders' equity December 31, 2020 (AsRestated) 26,175,555 1,055,560 $26,176 $1,056 $424,204,641 $(42,665,616) $381,566,257 The accompanying notes are an integral part of the consolidated financial statements. F-9Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Consolidated Statements of Cash Flows For the Years Ended December 31, (As Restated) 2020 2019 Cash Flows from Operating Activities: Net Loss $(2,428,252) $(1,481,265)Adjustments to reconcile net loss to cash provided by operating activities: Amortization of right of use assets 3,972,875 3,621,195 Depreciation, amortization, and accretion 7,832,407 13,709,133 Loss on disposition of assets 199,555 223,890 Bad debt expense 373,649 299,881 Equity in earnings of unconsolidated affiliates (5,575,571) (479,366)Unrealized losses (gains) on securities 10,399,932 (6,273,337)Remeasurement of warrant liability 217,582 - Issuance costs related to warrant liability 509,899 - Gain on disposition of investments (5,714,207) (572,181)Changes in operating assets and liabilities: Accounts receivable (23,669) (25,980)Interest receivable 170,059 (423,275)Prepaid expenses (757,117) (593,537)Distributions from unconsolidated affiliates 1,433,480 541,108 Deferred policy acquisition costs 1,659,144 (937,451)Other assets (24,790) (89,651)Accounts payable and accrued expenses 740,112 1,988,287 Lease liabilities (3,855,126) (3,408,812)Unearned premiums (4,080,393) 3,100,446 Deferred revenue 124,877 414,464 Net Cash Provided by Operating Activities 5,174,446 9,613,549 Cash Flows from Investing Activities: Payments on short-term payables for business acquisitions (500) (1,964,990)Proceeds from disposition of assets - 44,275 Business acquisitions, net of cash acquired (33,624,202) (7,473,891)Purchase of preferred units - (12,000,000)Redemption of preferred units 12,000,000 - Investment in unconsolidated affiliates (6,000,000) (264,834)Purchases of equipment and related assets (8,573,296) (2,812,228)Issuance of note receivable from affiliate (20,000,000) - Proceeds from sales of investments 779,815,640 1,153,720,175 Purchase of investments (893,017,606) (1,189,875,105)Net Cash Used in Investing Activities (169,399,964) (60,626,598) The accompanying notes are an integral part of the consolidated financial statements. F-10Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Consolidated Statements of Cash Flows (Continued) For the Years Ended December 31, (As Restated) 2020 2019 Cash Flows from Financing Activities: Proceeds from issuance of stock 59,549,751 32,204,732 Proceeds from issuance of stock within SPAC 135,988,980 - Contributions from non-controlling interest 299,615 - Purchase of non-controlling interest in subsidiary (1,406,409) - Proceeds from long-term debt 5,500,000 18,060,000 Principal payments of long-term debt (502,350) - Receipt of funds held as collateral 10,006,075 - Offering costs within SPAC (3,201,505) - Offering costs (3,428,355) (1,023,490)Net Cash Provided by Financing Activities 202,805,802 49,241,242 Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash 38,580,284 (1,771,807)Cash, Cash Equivalents, and Restricted Cash, Beginning of Year 16,372,032 18,143,839 Cash, Cash Equivalents, and Restricted Cash, End of Year $54,952,316 $16,372,032 Interest Paid in Cash $823,715 $236,654 Income Taxes Paid in Cash $- $- The accompanying notes are an integral part of the consolidated financial statements. F-11Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Consolidated Statement of Cash Flows (Continued)Supplemental Schedules of Non-cash Investing and Financing Activities For the Years Ended December 31, 2020 2019 Payable as consideration for business acquisition - 779,296 Asset retirement obligations - 85,294 Class A common stock issued for business acquisition - 710,103 Increase (decrease) in redeemable noncontrolling interest of subsidiary (757,930) 378,821 The accompanying notes are an integral part of the consolidated financial statements. F-12Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 1.ORGANIZATION AND BACKGROUND Boston Omaha was organized on August 11, 2009 with present management taking over operations in February 2015. Our operations include (i) our outdooradvertising business with multiple billboards across Alabama, Florida, Georgia, Illinois, Iowa, Kansas, Missouri, Nebraska, Nevada, Virginia, West Virginia, andWisconsin; (ii) our insurance business that specializes in surety bond underwriting and brokerage; (iii) our broadband business that provides high-speed broadbandservices to its customers, and (iv) our minority investments primarily in real estate services, homebuilding, and banking. Our billboard operations are conductedthrough our subsidiary, Link Media Holdings, LLC, our insurance operations are conducted through our subsidiary, General Indemnity Group, LLC, and ourbroadband operations are conducted through our subsidiary, Fiber is Fast, LLC. We completed an acquisition of an outdoor advertising business and entered the outdoor advertising industry on June 19, 2015. From 2015 through 2020, we havecompleted seventeen additional acquisitions of outdoor advertising businesses. On April 20, 2016, we completed an acquisition of a surety bond brokerage business. On December 7, 2016, we acquired a fidelity and surety bond insurancecompany. From July through November 2017 we completed the acquisition of two surety brokerage businesses and acquired a majority stake in a third suretybrokerage business, thus expanding our operations in insurance. During the first quarter of 2020, we purchased the non-controlling interest in our third suretybrokerage business from the non-controlling owner. On March 10, 2020, we completed the acquisition of a rural broadband internet provider located in Arizona. On December 29, 2020, we completed the acquisitionof a second 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 ofunits of a special purpose acquisition company (“SPAC”) named Yellowstone Acquisition Company, which we refer to as “Yellowstone”. Yellowstone completedits initial public offering on October 26, 2020 (see Note 18 for further discussion). NOTE 2.RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS We previously accounted for our investment in Yellowstone under the equity method of accounting. In light of the Staff Statement on Accounting and ReportingConsiderations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) issued by the staff of the SEC dated April 12, 2021 (the “SEC StaffStatement”), the Company re-evaluated its accounting for its investment in Yellowstone under Accounting Standards Codification 810, Consolidation. Based on our evaluation of the facts and circumstances, we concluded that our investment in Yellowstone, which provides us with the right, among others, toappoint the board members of Yellowstone, represents a controlling financial interest in the entity requiring consolidation of the entity. As a result, we arereclassifying our investment in Yellowstone to reflect the full consolidation of Yellowstone. Our previously recognized investment in Yellowstone, whichconsisted of shares of Yellowstone's Class B common stock accounted for under the equity method of accounting as well as warrants to purchase shares ofYellowstone's Class A common stock which were accounted for as derivative assets recorded at fair value, is now eliminated in consolidation. We are also correcting an error within our Statement of Cash Flows relating to the reporting of funds held as collateral to present them as restricted cash with theassociated cash inflows included within cash flows from financing activities. The funds held as collateral reside within money market accounts and we arerestricted as to their use, but the funds meet the definition of cash and cash equivalents and should be reported within the statement of cash flows. The below table summarizes the effect of the restatement on each financial statement line item as of the date, and for the period, indicated. The effects of therestatement are incorporated within Notes 3, 4, 7, 9, 10, 11, 16, 18 and 19 to the financial statements. December 31, 2020 As Previously Reported Adjustments As Restated Balance Sheet Cash and cash equivalents $43,543,778 $1,122,194 $44,665,972 Investments held in trust - special purpose acquisition company - 138,716,226 138,716,226 Prepaid expenses 1,794,155 403,187 2,197,342 Total Current Assets 188,807,710 140,241,607 329,049,317 Investments 24,234,782 (4,786,263) 19,448,519 Investments in unconsolidated affiliates 25,315,696 (4,401,800) 20,913,896 Total Other Assets 272,337,903 (9,188,066) 263,149,837 Total Assets 509,653,885 131,053,541 640,707,426 Accounts payable and accrued expenses 6,361,778 463,303 6,825,081 Deferred underwriting fee payable - 4,759,615 4,759,615 Total Current Liabilities 28,647,331 5,222,918 33,870,249 Warrants liability - 8,431,315 8,431,315 Total liabilities 100,459,787 13,654,233 114,114,020 Redeemable Noncontrolling interest 6,318,389 138,708,760 145,027,149 Accumulated deficit (21,356,164) (21,309,452) (42,665,616)Total Stockholders' Equity (Deficit) $402,875,709 $(21,309,452) $381,566,257 Statement of Operations Professional fees $3,530,278 $656,563 $4,186,841 General and administrative 6,283,582 312,290 6,595,872 Total Costs and Expenses 49,769,517 968,853 50,738,370 Net Loss from Operations (4,026,054) (968,853) (4,994,907)Equity in income (loss) of unconsolidated affiliates 5,187,159 388,412 5,575,571 Unrealized (loss) gain on securities (8,260,941) (2,138,991) (10,399,932)Gain on disposition of investments 5,701,909 12,298 5,714,207 Remeasurement of warrant liability - (217,582) (217,582)Income (Loss) Before Income Taxes 496,464 (2,924,716) (2,428,252)Noncontrolling interest in subsidiary (income) loss (40,681) 2,419,844 2,379,163 Net income (loss) Attributable to Common Stockholders 455,783 (504,872) (49,089)Basic and Diluted Net Loss per Share $0.02 $(0.02) $0.00 Statement of Cash Flows Net income (loss) $496,464 $(2,924,716) $(2,428,252)Equity in earnings of unconsolidated affiliates (5,187,159) (388,412) (5,575,571)Unrealized losses (gains) on securities 8,260,941 2,138,991 10,399,932 Remeasurement of warrant liability - 217,582 217,582 Issuance costs related to warrant liability - 509,899 509,899 Gain on disposition of investments (5,701,909) (12,298) (5,714,207)Prepaid expenses (353,930) (403,187) (757,117)Accounts payable and accrued expenses 276,806 463,306 740,112 Net Cash Provided by Operating Activities 5,573,281 (398,835) 5,174,446 Purchase of Yellowstone warrants (7,719,779) 7,719,779 - Investment in unconsolidated affiliates (5,715,625) (284,375) (6,000,000)Proceeds from sales of investments 513,815,641 265,999,999 779,815,640 Purchase of investments (488,315,757) (404,701,849) (893,017,606)Net Cash Used in Investing Activities (38,133,518) (131,266,446) (169,399,964)Proceeds from issuance of stock within SPAC - 135,988,980 135,988,980 Receipt of funds held as collateral - 10,006,075 10,006,075 Offering costs within SPAC - (3,201,505) (3,201,505)Net Cash Provided by Financing Activities 60,012,252 142,793,550 202,805,802 Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash $27,452,015 $11,128,269 $38,580,284 F- 13Table of Contents NOTE 3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (As Restated) Consolidation Policy The financial statements of Boston Omaha Corporation include the accounts of the Company and our consolidated subsidiaries, which are comprised of votinginterest entities in which we have a controlling financial interest and a variable interest entity, Yellowstone, in which we are the primary beneficiary in accordancewith ASC 810, Consolidation. The equity attributable to non-controlling interests in subsidiaries is shown separately in the accompanying consolidated balancesheets. All significant intercompany profits, losses, transactions and balances have been eliminated in consolidation. Variable Interest Entities (VIEs) We determine whether an entity is a VIE and, if so, whether it should be consolidated by utilizing judgments and estimates that are inherently subjective. Ourdetermination 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 totalequity investment at risk upon inception is sufficient to finance the entity’s activities without additional subordinated financial support. We make judgmentsregarding 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 directand 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 reportingentity 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 absorblosses or the right to receive benefits from such entity that could potentially be significant to such entity. Performance of that analysis requires the exercise ofjudgment. 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 performanceincluding, but not limited to, the ability to direct operating decisions and activities. In addition, we consider the rights of other investors to participate in thosedecisions. We determine whether we are the primary beneficiary of a VIE at the time we become involved with a variable interest entity and reconsider thatconclusion continually. Our consolidated subsidiaries include: Link Media Holdings, LLC which we refer to as “LMH”Link Media Alabama, LLC which we refer to as “LMA”Link Media Florida, LLC which we refer to as “LMF”Link Media Wisconsin, LLC which we refer to as “LMW”Link Media Georgia, LLC which we refer to as “LMG”Link Media Midwest, LLC which we refer to as “LMM”Link Media Omaha, LLC which we refer to as “LMO”Link Media Properties, LLC which we refer to as “LMP”Link Media Southeast, LLC which we refer to as “LMSE”Link Media Services, LLC which we refer to as “LMS”General Indemnity Group, LLC which we refer to as “GIG”The Warnock Agency, Inc. which we refer to as “Warnock”United Casualty and Surety Insurance Company which we refer to as “UCS”Surety Support Services, Inc. which we refer to as “SSS”South Coast Surety Insurance Services, LLC which we refer to as “SCS”Boston Omaha Investments, LLC which we refer to as “BOIC”Boston Omaha Asset Management, LLC which we refer to as “BOAM”BOAM BFR LLC which we refer to as "BOAM BFR"BOC DFH, LLC which we refer to as “BOC DFH”BOC OPS LLC which we refer to as "BOC OPS"BOC Yellowstone LLC which we refer to as "BOC Yellowstone"BOC Yellowstone II LLC which we refer to as “BOC Yellowstone II”Fiber is Fast, LLC which we refer to as "FIF"FIF AireBeam LLC, which we refer to as “AireBeam”FIF Utah LLC, which we refer to as “FIF Utah”Yellowstone Acquisition Company, which we refer to as "Yellowstone" F- 14Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (As Restated) (Continued) Cash and Cash Equivalents For purposes of the statement of cash flows, we consider all highly liquid investments, with the exception of U.S. Treasury securities, purchased with an originalmaturity of three months or less to be cash equivalents. Restricted Cash We have cash that is restricted for the payment of insurance premiums. Accounts Receivable Billboard Rentals Accounts receivable are recorded at the invoiced amount, net of advertising agency commissions, sales discounts, and allowances for doubtful accounts. Weevaluate the collectability of accounts receivable based on our knowledge of our customers and historical experience of bad debts. In circumstances where we areaware of a specific customer’s inability to meet its financial obligations, we record a specific allowance to reduce the amounts recorded to what we believe will becollected. For all other customers, we recognize reserves for bad debt based upon historical experience of bad debts as a percentage of revenue, adjusted forrelative improvement or deterioration in its agings and changes in current economic conditions. As of December 31, 2020 and 2019, the allowance for doubtfulaccounts was $217,871 and $127,635, respectively. Insurance Accounts receivable consists of premiums and anticipated salvage. All of the receivables have payment terms of less than twelve months. Anticipated salvage is the amount we expect to receive from principals pursuant to indemnification agreements. Broadband Accounts receivable are recorded at the invoiced amount, net of allowances for doubtful accounts. We evaluate the collectability of accounts receivable based onour knowledge of our customers and historical experience of bad debts. In circumstances where we are aware of a specific customer’s inability to meet its financialobligations, we record a specific allowance to reduce the amounts recorded to what we believe will be collected. As of December 31, 2020, the allowance fordoubtful accounts was $110,651. F- 15Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (As Restated) (Continued) Deferred Policy Acquisition Costs Policy acquisition costs consist primarily of commissions to agents and brokers and premium taxes, fees, and assessments. Such costs that are directly related to thesuccessful acquisition of new or renewal insurance contracts are deferred and amortized over the related policy period, generally one to three years. Therecoverability of these costs is analyzed by management quarterly, and if determined to be impaired, is charged to expense. We do not consider anticipatedinvestment income in determining whether a premium deficiency exists. All other acquisition expenses are charged to operations as incurred. Property and Equipment Property and equipment are carried at cost less depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of theassets, which range from four years to twenty years as follows: Years Structures 15 Digital displays and electrical 10 Static and tri-vision displays 10 to 15 Fiber, towers, and broadband equipment 5 to 20 Vehicles, equipment, and furniture 4 to 7 Maintenance and repair costs are charged against income as incurred. Significant improvements or betterments are capitalized and depreciated over the estimatedlife of the asset. Periodic internal reviews are performed to evaluate the reasonableness of the depreciable lives for property and equipment. Actual usage, physical wear and tear,replacement history, and assumptions about technology evolution are reviewed and evaluated to determine the remaining useful lives of the assets. Remaininguseful life assessments are made to anticipate the loss in service value that may precede physical retirement, as well as the level of maintenance required for theremaining useful life of the asset. Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not berecoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cashflows expected to be generated by the asset or asset group before interest expense. If the carrying amount of an asset exceeds its estimated future cash flows, animpairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset or asset group. Assets to be disposedof would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would no longer bedepreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections ofthe balance sheet. Acquisitions For transactions that meet the definition of a business combination, we allocate the purchase price, including any contingent consideration, to the assets acquiredand the liabilities assumed at their estimated fair values as of the date of the acquisition with any excess of the purchase price paid over the estimated fair value ofnet assets acquired recorded as goodwill. The determination of the final purchase price and the acquisition-date fair value of identifiable assets acquired andliabilities assumed may extend over more than one period and result in adjustments to the preliminary estimate recognized in the prior period financial statements. For transactions which meet the definition of asset purchases, we proportionally allocate the purchase price to the assets based on their relative fair value acquiredand the liabilities assumed at their estimated fair values as of the date of the acquisition. The fair value of the assets acquired and liabilities assumed is typically determined by using either estimates of replacement costs or discounted cash flowvaluation methods. When determining the fair value of tangible assets acquired, we must estimate the cost to replace the asset with a new asset, adjusted for anestimated reduction in fair value due to age of the asset, and the economic useful life. When determining the fair value of intangible assets acquired, we mustestimate the applicable discount rate and the timing and amount of future cash flows. Key assumptions utilized in estimating the future cash flows expected to begenerated by each reporting unit primarily relate to forecasted revenues and premiums earned. Goodwill Goodwill represents future economic benefits arising from other assets acquired in a business combination that are not individually identified and separatelyrecognized. Goodwill is subject to an annual impairment test. We designated October 1 as the date of our annual goodwill impairment test. We are required toidentify our reporting units and determine the carrying value of each reporting unit. We analyze financial information of our operations to identify discretesegments that constitute a reporting unit. We assign assets acquired and liabilities assumed in business combinations to those reporting units. We have identifiedfour reporting units: billboard operations, broadband operations, insurance brokerage operations, and insurance carrier operations. We are required to determine thefair value of each reporting unit and compare it to the carrying amount of the reporting unit. To the extent the carrying amount of a reporting unit exceeds the fairvalue of the reporting unit, we would be required to book an impairment loss. For our annual review of reporting units, we employ a third party valuation expert. F- 16Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (As Restated) (Continued) Goodwill (Continued) We conduct a qualitative assessment by examining relevant events and circumstances which could have a negative impact on our goodwill, includingmacroeconomic conditions, industry and market conditions, cost factors, overall financial performance, reporting unit dispositions and acquisitions, our marketcapitalization and other relevant events specific to us. If, after assessing the totality of events or circumstances described above, we determine that it is more likelythan not that the fair value of a reporting unit is less than its carrying amount, we will perform a quantitative impairment test. If industry and economic conditionsdeteriorate, we may be required to assess goodwill impairment before the next annual test, which could result in impairment charges. The discounted cash flowapproach that we use for valuing goodwill as part of the impairment testing approach involves estimating future cash flows expected to be generated from therelated assets, discounted to their present value using a risk-adjusted discount rate. We performed our annual measurement for impairment of the goodwill of our reporting units and concluded the fair value of each reporting unit exceeded itscarrying amount at its annual impairment test date on October 1, 2020 and 2019; therefore, we were not required to recognize an impairment loss. During 2020 and 2019, goodwill of more than $18,150,000 and $3,500,000, respectively, was recorded in connection with acquisitions in our billboard andbroadband segments. Purchased Intangibles and Other Long-Lived Assets We amortize intangible assets with finite lives over their estimated useful lives, which range between two and fifty years as follows: Years Customer relationships 3 to 10 Permits, licenses, and lease acquisition costs 10 to 50 Noncompetition and nonsolicitation agreements 2 to 5 Technology, trade names, and trademarks 2 to 20 Site location 15 Purchased intangible assets, including long-lived assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carryingamount of the assets may not be fully recoverable. Factors considered in reviewing the asset values include consideration of the use of the asset, the expected lifeof the asset, and regulatory or contractual provisions related to such assets. Market participation assumptions are compared to our experience and the results of thecomparison are evaluated. For finite-lived intangible assets, the period over which the assets are expected to contribute directly to future cash flows is evaluatedagainst our historical experience. Impairment losses are recognized only if the carrying amount exceeds its fair value. Asset Retirement Obligations We are required to record the present value of obligations associated with the retirement of tangible long-lived assets in the period in which the obligation isincurred. The liability is capitalized as part of the long-lived asset’s carrying amount. With the passage of time, accretion of the liability is recognized as anoperating expense and the capitalized cost is depreciated over the expected useful life of the related asset. Our asset retirement obligations relate to thedismantlement, removal, site reclamation, and similar activities related to the decommissioning of our billboard structures and broadband towers. F- 17Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (As Restated) (Continued) Investments, Short-term and Long-term Investments include certificates of deposits, U.S Treasury securities, marketable equity securities, investments in corporate bonds, and equity investments asdiscussed below. U.S. Treasury securities held by our insurance entities are classified as held-to-maturity and are accounted for at amortized cost. We have both theintent and ability to hold the bonds to maturity. U.S. Treasury securities held by non-insurance entities are classified as trading securities and are accounted for atfair value. Unrealized holding gains and losses during the period are included in earnings. Marketable equity securities are stated at fair value. Certificates ofdeposit are accounted for at carrying value with no adjustments for changes in fair value. Premiums and discounts are amortized or accreted over the lives of therelated fixed maturities as an adjustment to the yield using the effective interest method. Dividend and interest income are recognized when earned. Realizedinvestment gains and losses are included in earnings. Equity Investments Our equity investments consist of investment in two private companies in which we do not have the ability to exercise significant influence over their operatingand financial activities. These investments are carried at cost as there is no market for the common stock and LLC units, accordingly, no quoted market price isavailable. The investments are tested for impairment, at least annually, and more frequently upon the occurrences of certain events. We have adopted theprovisions of ASU 2016-01 and use the measurement alternative, defined as cost, less any impairment, plus or minus changes resulting from observable pricechanges in orderly transactions for identical or similar investments of the same issuer. Investments in Unconsolidated Entities We account for investments in less than 50% owned and more than 20% owned entities using the equity method of accounting. In accordance with ASC 323-30,we account for investments in limited partnerships and limited liability companies using the equity method of accounting when its investment is more thanminimal. Our share of income (loss) of such entities is recorded as a single amount as equity in income (loss) of unconsolidated affiliates. Dividends, if any, arerecorded as a reduction of the investment. Funds Held as Collateral Assets Funds held as collateral assets consist principally of cash collateral received from principals to guarantee performance on surety bonds issued by us, as well as allother contractual obligations of the principals to the surety. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reportedamounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates relate to allocation of asset acquisition price between tangible and intangible assets, usefullives for depreciation, amortization and accretion, impairment of goodwill, valuation of insurance loss reserves, and the valuation of deferred tax assets andliabilities. Accordingly, actual results could differ from those estimates. During the fourth quarter of 2019, management extended the useful lives of certainintangible assets (see further discussion within Note 8). Fair Value Measurements We determine the fair value of our financial instruments using the fair value hierarchy, which requires us to maximize the use of observable inputs and minimizethe use of unobservable inputs when measuring fair value. Subsequent Events We have performed an evaluation of subsequent events through the date on which the financial statements are issued. F- 18Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (As Restated) (Continued) Revenues The majority of our advertising revenues are derived from contracts for advertising space on billboard structures and are accounted for under Financial AccountingStandards Board, which we refer to as the “FASB,” Accounting Standards Codification, which we refer to as “ASC,” 606, Revenue from Contracts withCustomers. Contracts which began prior to January 1, 2019 are accounted for under ASC 840, Leases and will continue to be accounted for as a lease until thecontract ends or is modified. Contract revenues, under ASC 840, Leases and ASC 606, Revenue from Contracts with Customers, are recognized ratably over theircontract life. Premium revenues derived from our insurance operations are subject to ASC 944, Financial Services – Insurance. Revenue Recognition Billboard Rentals We generate revenue from outdoor advertising through the leasing of advertising space on billboards. The terms of the contracts range from less than one month tothree years and are generally billed monthly. Revenue for advertising space rental is recognized on a straight-line basis over the term of the contract. Advertisingrevenue 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 productionservices 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. Production services revenue recognized in 2020 and in 2019 was $1,373,339 and $1,341,995, respectively. 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 beforesatisfying our performance obligation. The term between invoicing and when a payment is due is not significant. For certain services we require payment beforethe product or services are delivered to the customer. The balance of deferred revenue is considered short-term and will be recognized in revenue within twelvemonths. F- 19Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (As Restated) (Continued) Revenue Recognition (Continued) Premiums and Unearned Premium Reserves Premiums written are recognized as revenues based on a pro-rata daily calculation over the respective terms of the policies in-force. The cost of reinsurance cededis initially written as prepaid reinsurance premiums and is amortized over the reinsurance contract period in proportion to the amount of insurance protectionprovided. Premiums ceded of $595,750 and $726,764 for the years ended December 31, 2020 and 2019, respectively, are included within “Premiums earned” inour consolidated statements of operations. Commissions We generate revenue from commissions on surety bond sales and account for commissions under ASC 606. Insurance commissions are earned from variousinsurance companies based upon our agency agreements with them. We arrange with various insurance companies for the provision of a surety bond for entitiesthat require a surety bond. The insurance company sets the price of the bond. The contract with the insurance company is fulfilled when the bond is issued by theinsurance agency on behalf of the insurance company. The insurance commissions are calculated based upon a stated percentage applied to the gross premiums onbonds. Commissions are recognized at a point in time, on a bond-by-bond basis as of the policy effective date and are generally nonrefundable. Broadband Revenues Broadband revenue is derived principally from internet services and is recognized on a straight-line basis over the term of the contract in the period the services arerendered. Revenue received or receivable in advance of the delivery of services is included in deferred revenue. Right of Use Assets and Lease Liabilities Right of use, which we refer to as “ROU", assets and lease liabilities are recognized at the lease commencement date based on the present value of lease paymentsover the lease term. The present value of lease payments is determined primarily using the incremental borrowing rate based on the information available at thelease commencement date. We have elected not to recognize ROU assets and lease liabilities for short-term leases for all classes of underlying assets. Short-termleases are leases with terms greater than 1 month, but less than 12 months. Redeemable Noncontrolling Interest (As Restated) Redeemable noncontrolling interests are interests in subsidiaries that are redeemable outside of our control either for cash or other assets. These interests areclassified as mezzanine equity and measured at the estimated redemption value at the end of each reporting period. The resulting increases or decreases in theestimated redemption amount are effected by corresponding charges against retained earnings, or in the absence of retained earnings, additional paid-in capital. AtDecember 31, 2020, Redeemable Noncontrolling Interests recorded within our Consolidated Balance Sheets relate to our Broadband subsidiaries (see Note 7) andour Special Purpose Acquisition Company (see Note 18). At December 31, 2019, the Redeemable Noncontrolling Interest recorded within our ConsolidatedBalance Sheets relates to one of our Insurance subsidiaries which was redeemed during 2020. Losses and Loss Adjustment Expenses Unpaid losses and loss adjustment expenses represent estimates for the ultimate cost of unpaid reported and unreported claims incurred and related expenses.Estimates for losses and loss adjustment expenses are based on past experience of investigating and adjusting claims and consideration of the level of premiumswritten during the current and prior year. Since the reserves are based on estimates, the ultimate liability may differ from the estimated reserve. The effects ofchanges in estimated reserves are included within cost of insurance revenues in our results of operations in the period in which the estimates are updated. Thereserves are included within accounts payable and accrued expenses in our consolidated balance sheets. Segment Information Operating segments are defined as the components of an enterprise about which separate financial information is available that is evaluated regularly by the chiefoperating decision maker in deciding how to allocate resources and in assessing performance. Our chief operating decision makers direct the allocation ofresources to operating segments based on the profitability, cash flows, and growth opportunities of each respective segment. Our current operations for the years ended December 31, 2020 and 2019 include the outdoor advertising industry, the broadband services industry, and theinsurance industry. F- 20Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (As Restated) (Continued) Earnings Per Share Basic income (loss) per common share is computed by dividing the net income (loss) available to Class A common stockholders and Class B common stockholdersby the weighted average number of Class A common and Class B common shares outstanding during the year. Diluted earnings per share reflect the potentialdilution of securities that could share in earnings of an entity. In a loss year, dilutivecommon equivalent shares are excluded from the loss per share calculation as the effect would be anti-dilutive. For the years ended December 31, 2020 and 2019,we had potentially dilutive securities in the form of stock warrants. Income Taxes We account for income taxes in accordance with ASC Topic 740 which requires us to provide a net deferred tax asset or liability equal to the expected future taxbenefit or expense of temporary reporting differences between book and tax accounting, any available operating loss or tax credit carry forwards. Income taxes areprovided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differencesbetween the bases of certain assets and liabilities for financial and income tax reporting. Deferred tax assets and liabilities represent the future tax returnconsequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also arerecognized for operating losses that are available to offset future federal income taxes. Valuation allowances are established when necessary to reduce deferred taxassets to amounts expected to be realized. We recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the years ended December 31,2020 and 2019, we recognized no interest and penalties. As of December 31, 2020 and 2019, we had no accruals for interest and penalties. Class A Common Stock Subject to Possible Redemption (As Restated) As discussed in Note 18, all of the 13,598,898 Class A Common Stock sold as part of the Units in Yellowstone's Public Offering contain a redemption featurewhich allows for the redemption of such public shares in connection with Yellowstone's liquidation, if there is a stockholder vote or tender offer in connection witha business combination and in connection with certain amendments to Yellowstone's second amended and restated certificate of incorporation. In accordance withSEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the controlof the Company require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve theredemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal theredemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are effected by charges againstadditional paid in capital and accumulated deficit. At December 31, 2020, Yellowstone's Class A Common Stock subject to possible redemption is included within"Redeemable noncontrolling Interest" in our Consolidated Balance Sheets. Warrants Liability (As Restated) For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-incapital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded asa liability at their initial fair value on the date of issuance, and each balance sheet date thereafter. We account for warrants for shares of Yellowstone's commonstock as liabilities at fair value on the balance sheet. The warrants are subject to remeasurement at each balance sheet date and any change in fair value isrecognized in our statement of operations. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements ofoperations. The initial fair value of the warrants was estimated using a binomial lattice model (see Note 10), with subsequent measurement based on observabletrading prices of the warrants. COVID-19 Impact A new strain of novel coronavirus which causes a severe respiratory disease (“COVID-19”) was identified in 2019, and subsequently declared a pandemic in 2020by the World Health Organization, affecting the populations of the United States as well as many foreign countries. The recent COVID-19 outbreak has createdsignificant volatility and economic disruption and the impact on our future operations and financial position is uncertain. The outbreak of COVID-19 may havematerially negatively impacted, and may continue to materially negatively impact our business, financial performance and condition, operating results and cashflows and the value of our investments in other businesses. However, the significance, extent and duration of such impact remain largely uncertain and dependenton future developments that cannot be accurately predicted at this time, such as the continued severity, duration, transmission rate and geographic spread ofCOVID-19 in the United States and other regions in which we operate, the extent and effectiveness of the containment measures taken, and the response of theoverall economy, the financial markets and the population, particularly in areas in which we operate, once the current containment measures are lifted. The rapiddevelopment and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19. As a result, we cannot provide an estimate ofthe overall impact of the COVID-19 pandemic on our business. Nevertheless, COVID-19 presents material uncertainty and risk with respect to our business,financial performance and condition, operating results and cash flows. F- 21Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (As Restated) (Continued) Recent Accounting Pronouncements In February 2016, the FASB established Topic 842, Leases, by issuing ASU No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclosekey information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition toTopic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes aright-of-use model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leaseswill be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. We adopted Topic 842 effective January 1, 2019, using the modified retrospective transition approach. Additionally, we adopted the package of practicalexpedients, which permitted us not to reassess under the new standard our prior conclusions about lease identification, lease classification, and initial direct costs.We also adopted the use of hindsight and the practical expedient pertaining to land easements. The most significant effects of Topic 842 were the recognition of$49,066,289 of operating lease assets and liabilities and the de-recognition of $811,709 of favorable lease assets, $1,945,820 of prepaid land lease assets and$1,316,000 of accrued rent liabilities. We applied Topic 842 to all leases as of January 1, 2019 with comparative periods continuing to be reported under Topic840. In the adoption of Topic 842, we carried forward the assessment from Topic 840 of whether our contracts contain or are leases, the classification of our leases,and remaining lease terms. We do not have any finance leases. The adoption of the standard did not have a significant effect on our consolidated results ofoperations or cash flows. Note 14 contains further details. On May 20, 2020, the SEC issued a final rule that amends the financial statement requirements for acquisitions and dispositions of businesses, including real estateoperations, and related pro forma financial information. As noted in the final rule, the amendments “are intended to improve for investors the financial informationabout acquired or disposed businesses, facilitate more timely access to capital, and reduce the complexity and costs to prepare the disclosure.” Among otherchanges, the final rule modifies the significance tests and improves the disclosure requirements for (i) acquired or to be acquired businesses, (ii) real estateoperations, and (iii) pro forma financial information. The final rule is applicable for a registrant’s fiscal year beginning after December 31, 2020. We adopted thisguidance effective January 1, 2020. In December 2019, the FASB issued guidance which simplifies the accounting for income taxes by removing certain exceptions to the general principles andimproves consistent application of GAAP for other areas by clarifying and amending existing guidance. This guidance is effective January 1, 2021. We do notexpect adoption will have a material impact on our disclosures. In January 2020, the FASB issued ASU No. 2020-01, Clarifying the Interactions between Topic 321, Investments—Equity Securities, Topic 323, Investments—Equity Method and Joint Ventures, and Topic 815, Derivatives and Hedging. This ASU clarifies that when accounting for certain equity securities, a companyshould consider observable transactions before applying or upon discontinuing the equity method of accounting for the purposes of applying the measurementalternative. This guidance is effective January 1, 2021, with early adoption permitted. We do not expect adoption will have a material impact on our financialstatements. NOTE 4.RESTRICTED CASH (As Restated) Restricted cash consists of the following: December 31, 2020 2019 Insurance premium escrow $280,269 $343,518 The following table sets forth a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated statements of cash flows that agrees to thetotal of those amounts as presented in the consolidated statements of cash flows. December 31, (As Restated) 2020 2019 Cash and cash equivalents $44,665,972 $16,028,514 Funds held as collateral 10,006,075 - Restricted cash 280,269 343,518 Total Cash, Cash Equivalents, and Restricted Cash as Presented in the Consolidated Statements of Cash Flows $54,952,316 $16,372,032 F- 22Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 5.ACCOUNTS RECEIVABLE Accounts receivable consist of the following: December 31, 2020 2019 Trade accounts $3,537,864 $3,346,215 Premiums 832,221 971,963 Allowance for doubtful accounts (328,522) (127,635) Total Accounts Receivable, net $4,041,563 $4,190,543 NOTE 6.PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2020 2019 Structures and displays $42,858,525 $41,320,458 Fiber, towers, and broadband equipment 11,358,650 - Vehicles and equipment 2,522,810 1,245,210 Office furniture and equipment 2,150,729 990,810 Accumulated depreciation (10,382,442) (6,731,459) Total Property and Equipment, net $48,508,272 $36,825,019 Depreciation expense for the years ended December 31, 2020 and 2019 was $3,704,700, and $3,102,168 respectively. During the years ended December 31, 2020and 2019, we incurred losses on the disposition of assets in the amount of $199,555 and $223,890, respectively. F- 23Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 7. BUSINESS ACQUISITIONS (As Restated) 2020 Acquisitions During the year ended December 31, 2020, we completed two acquisitions of broadband service providers and related assets. These acquisitions were accountedfor as business combinations under the provisions of ASC 805. A summary of the acquisitions is provided below. Broadband Acquisitions FIF AireBeam On March 10, 2020, FIF AireBeam, LLC, our wholly-owned subsidiary, acquired substantially all of the business assets of FibAire Communications, LLC, whichwe refer to as "FibAire", a broadband services provider, as well as other assets used in the business operations owned by entities related to FibAire. The acquisitionwas accounted for as a business combination under the provisions of ASC 805. Under the terms of the asset purchase agreement, all purchased assets were sold ona debt-free basis to AireBeam. The total purchase price of $13,712,491 was paid 90% in cash and the remaining 10% of the purchase price was paid by issuing toFibAire 10% of the outstanding equity of AireBeam. $1,851,186 of the cash proceeds will be held in escrow for a minimum of one year from the closing to provideindemnification for certain representations and warranties made by FibAire in the asset purchase agreement. At any time, FibAire has the option, but not theobligation, to sell AireBeam its entire ownership interest in AireBeam. AireBeam would be obligated to purchase the units and pay for the purchase over a three-year period if FibAire elects to exercise this option. At any time after December 31, 2023, AireBeam has the option, but not the obligation, to purchase FibAire’sownership interest in AireBeam, with payment due in full upon exercise of the option. The purchase price for the units under either of these put/call options isbased upon a multiple of earnings before interest, taxes, depreciation, amortization, and certain other expenses. The 10% interest outstanding owned by FibAire isincluded within "Redeemable Noncontrolling interest" in our consolidated Balance Sheet. The following is a summary of the allocation of the purchase price, which includes the final fair value allocation of the assets acquired and liabilities assumed: December 31, 2020 Assets Acquired Property, plant and equipment $3,112,459 Customer relationships 1,480,000 Permits 260,000 Trade names and trademarks 970,000 Goodwill 7,124,158 Software 990,000 Right of use assets 337,966 Other 184,737 Total Assets Acquired 14,459,320 Liabilities Assumed Accounts payable and deferred revenue 317,768 Lease liabilities 337,966 Other 91,095 Total Liabilities Assumed 746,829 Total $13,712,491 AireBeam's results of operations are recognized from March 10, 2020, the date of acquisition, through December 31, 2020. For the year ended December 31,2020, revenues and earnings recognized from the date of acquisition in our consolidated statement of operations were $3,772,109 and $364,125, respectively.Acquisition costs of $287,934 were expensed in professional fees during the year. Included in our property, plant, and equipment caption are fiber, tower, andbroadband equipment assets acquired in the transaction which have useful lives ranging from five to twenty years. The intangible assets include customerrelationships and permits (ten year useful life) and trade names and trademarks (twenty year useful life). F- 24Table of Contents BOSTON OMAHA CORPORATION and SUBSIDIARIESNotes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 7. BUSINESS ACQUISITIONS (As Restated) (Continued) 2020 Acquisitions (Continued) Broadband Acquisitions FIF Utah On December 29, 2020, FIF Utah, our wholly-owned subsidiary, acquired substantially all of the business assets of Utah Broadband, LLC, which we refer to as“UBB”, a broadband services provider, as well as other assets used in the business operations owned by entities related to UBB. Under the terms of the Agreement,FIF Utah will assume only certain liabilities of UBB. The total purchase price of $26,603,700 was paid 80% in cash and the remaining 20% of the purchase pricewas paid by issuing to UBB 20% of the outstanding equity of FIF Utah. A portion of the cash purchase price will be held in escrow to provide a source ofindemnification for any breaches of the representations and warranties, covenants and other obligations of UBB under the Agreement. At any time, UBB has theoption, but not the obligation, to sell FIF Utah its entire ownership interest in FIF Utah. FIF Utah would be obligated to purchase the units and pay for the purchaseover a three-year period if UBB elects to exercise this option. Subject to the occurrence of certain future events, FIF Utah has the option, but not the obligation, topurchase UBB’s ownership interest in FIF Utah, with payment due in full upon exercise of the option. The purchase price for the units under either of these put/calloptions is based upon a multiple of earnings before interest, taxes, depreciation, amortization, and certain other expenses. The 20% interest outstanding owned byUBB is included within "Redeemable Noncontrolling interest" in our consolidated Balance Sheet. Due to the timing of the transaction, the initial accounting for the business combination is incomplete. In order to develop our preliminary fair values, we utilizedasset information received from UBB and fair value allocation benchmarks from similar completed transactions. We are currently in the process of assessingUBB’s documentation of contracts related to customer relationships, detailed structure reports, operating leases, and asset retirement obligations; and therefore theinitial allocation of the purchase price is subject to refinement. The purchase was recorded at fair value and preliminarily allocated as follows: December 31, 2020 Assets Acquired Property, plant and equipment $6,170,000 Customer relationships 7,400,000 Permits 330,000 Trade names and trademarks 1,910,000 Goodwill 11,030,000 Right of use assets 3,226,355 Other 201,000 Total Assets Acquired 30,267,355 Liabilities Assumed Accounts payable and deferred revenue 437,300 Lease liabilities 3,226,355 Total Liabilities Assumed 3,663,655 Total $26,603,700 FIF Utah's results of operations are recognized from December 29, 2020, the date of acquisition, through December 31, 2020. For the year ended December 31,2020, revenues and earnings recognized from the date of acquisition in our consolidated statement of operations were $64,428 and $21,340, respectively. Acquisition costs of $352,998 were expensed in professional fees during the year. Included in our property, plant, and equipment caption are fiber, tower, andbroadband equipment assets acquired in the transaction which have useful lives ranging from five to twenty years. The intangible assets include customerrelationships and permits (ten year useful life) and trade names and trademarks (twenty year useful life). F- 25Table of Contents BOSTON OMAHA CORPORATION and SUBSIDIARIESNotes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 7. BUSINESS ACQUISITIONS (As Restated) (Continued) 2019 Acquisitions Billboard Acquisitions Image Outdoor Advertising, Inc. On August 30, 2019, our subsidiary, LMSE, acquired from Image Outdoor Advertising, LLC, which we refer to as “Image”, 61 billboard structures and relatedassets located in West Virginia. The acquisition was completed for the purpose of expanding our presence in the outdoor advertising market in the SoutheasternUnited States. The purchase price consisted of $6,915,501 in cash, net of adjustments, and 34,673 shares of our Class A common stock for a total purchase price of$7,625,604 and includes $398,750 that was held back by LMSE and will be disbursed, subject to any claims for indemnification, over an 18 month period. Thefinal purchase price allocation related to Image includes property, plant and equipment, intangibles, and goodwill of $1,544,970, $3,152,000 and $3,058,633,respectively, as well as other net liabilities of $129,999. Alpha Displays, Inc. On October 1, 2019, our subsidiary, LMO, acquired certain billboard assets in Missouri from Alpha Displays, Inc. The purchase price for the acquired assets was$1,337,685 and includes $380,546 that was held back by LMO and will be disbursed, subject to any claims for indemnification, over an 18 month period. Theassets were acquired for the purpose of expanding our presence in the outdoor advertising market in the Midwestern United States. F- 26Table of Contents BOSTON OMAHA CORPORATION and SUBSIDIARIESNotes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 7. BUSINESS ACQUISITIONS (As Restated) (Continued) Pro Forma Information (Restated) The following is the unaudited pro forma information assuming all business acquisitions occurred on January 1, 2019. For all of the business acquisitionsdepreciation and amortization have been included in the calculation of the pro forma information provided below, based upon the actual or preliminary acquisitioncosts. Depreciation is computed on the straight-line method over the estimated remaining economic lives of the assets, ranging from two years to twenty years.Amortization is computed on the straight-line method over the estimated useful lives of the assets ranging from two to fifty years. For the Year Ended December 31, (As Restated) 2020 2019 Revenue $55,925,700 $55,824,936 Net Income Attributable to Common Stockholders $2,428,915 $1,775,851 Basic and Diluted Net Income per Share $0.09 $0.08 Basic and Diluted Weighted Average Class A and Class B Common Shares Outstanding 25,675,820 22,801,394 The information included in the pro forma amounts is derived from historical information obtained from the sellers of the businesses. The pro forma amountsabove for basic and diluted weighted average shares outstanding have been adjusted for 2019 to include the stock issued in connection with the acquisitionof Image. NOTE 8.INTANGIBLE ASSETS Intangible assets consist of the following: December 31, 2020 December 31, 2019 Accumulated Accumulated Cost Amortization Balance Cost Amortization Balance Customer relationships $46,740,483 $(20,558,751) $26,181,732 $37,743,900 $(17,890,487) $19,853,413 Permits, licenses, and lease acquisition costs 11,053,673 (2,412,313) 8,641,360 10,305,521 (1,443,337) 8,862,184 Site location 849,347 (193,462) 655,885 849,347 (136,839) 712,508 Noncompetition agreements 626,000 (386,934) 239,066 626,000 (269,318) 356,682 Technology 1,128,000 (212,250) 915,750 138,000 (138,000) - Trade names and trademarks 3,602,202 (369,175) 3,233,027 722,200 (267,900) 454,300 Nonsolicitation agreement 28,000 (28,000) - 28,000 (28,000) - Easements 4,507,089 - 4,507,089 2,032,494 - 2,032,494 Total $68,534,794 $(24,160,885) $44,373,909 $52,445,462 $(20,173,881) $32,271,581 During the fourth quarter of 2019, we updated our analysis of economic lives of customer relationships. As of October 1, 2019, we extended the amortizationperiod to 10 years to better reflect the estimated economic lives of our billboard customers. This change in accounting estimate decreased amortization expense anddecreased the net loss by $2,124,125, or $0.09 per basic and diluted share, in the fourth quarter of 2019. F- 27Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 8.INTANGIBLE ASSETS (Continued) The future amortization associated with the intangible assets is as follows: December 31, 2021 2022 2023 2024 2025 Thereafter Total Customer relationships $3,132,966 $3,132,966 $3,132,966 $3,132,966 $3,132,966 $10,516,902 $26,181,732 Permits, licenses and lease acquisition costs 1,012,947 1,012,947 1,012,947 1,012,947 999,939 3,589,633 8,641,360 Site location 56,623 56,623 56,623 56,623 56,623 372,770 655,885 Noncompetition agreements 101,200 90,366 46,100 1,400 - - 239,066 Technology 99,000 99,000 99,000 99,000 99,000 420,750 915,750 Trade names and trademarks 208,900 208,900 208,900 208,900 208,900 2,188,527 3,233,027 Total $4,611,636 $4,600,802 $4,556,536 $4,511,836 $4,497,428 $17,088,582 $39,866,820 Amortization expense for the years ended December 31, 2020 and 2019 was $3,987,003 and $10,471,973, respectively. Future Amortization The weighted average amortization period, in months, for intangible assets is as follows: Customer relationships 100 Permits, licenses, and lease acquisition costs 102 Site location 139 Noncompetition agreements 26 Technology 111 Trade names and trademarks 186 NOTE 9.INVESTMENTS, INCLUDING INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (As Restated) Short-term Investments Short-term investments consist of certificates of deposit, U.S. Treasury securities, and corporate bonds. Certificates of deposit, U.S. Treasury securities andcorporate bonds held by UCS are classified as held to maturity, mature in less than twelve months, and are reported at amortized cost which approximates fairvalue. Other corporate bonds are classified as trading and reported at fair value, with any unrealized holding gains and losses during the period included inearnings. For the year ended December 31, 2020, gains on redemptions of U.S. Treasury securities held to maturity were $13,159. December 31, 2020 2019 Certificates of deposit $1,035,827 $987,599 Corporate bonds classified as trading 1,020,000 910,000 U.S. Treasury notes and corporate bond held to maturity 4,994,848 4,649,572 Total $7,050,675 $6,547,171 F- 28Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 9.INVESTMENTS, INCLUDING INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (As Restated) (Continued) Marketable Equity Securities During 2019, we began investing in marketable equity securities. Our marketable equity securities are publicly traded stocks measured at fair value using quotedprices for identical assets in active markets and classified as Level 1 within the fair value hierarchy. Our marketable equity securities are held by UCS and BostonOmaha. Marketable equity securities as of December 31, 2020 and 2019 are as follows: Gross Unrealized Fair Cost Gain (Loss) Value Marketable equity securities, December 31, 2020 $68,205,548 $(4,169,066) $64,036,482 Marketable equity securities, December 31, 2019 $49,554,926 $6,353,001 $55,907,927 U.S. Treasury 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 debtsecurities classified as trading are carried at fair value in the consolidated balance sheets, with the change in fair value during the period included in earnings.Interest income is recognized at the coupon rate. Debt securities classified as trading and available for sale as of December 31, 2020 and 2019 are as follows: Gross Unrealized Fair Cost Gain Value U.S. Treasury trading securities, December 31, 2020 $37,766,133 $1,812 $37,767,945 U.S. Treasury securities available for sale, December 31, 2019 $75,488,863 $(79,664) $75,409,199 F- 29Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 9.INVESTMENTS, INCLUDING INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (As Restated) (Continued) Long-term Investments Long-term investments consist of certificates of deposit having maturity dates in excess of twelve months, U.S. Treasury securities, and certain equity investments.The certificates of deposit and U.S. Treasury securities have maturity dates ranging from 2021 through 2023. We have the intent and the ability to hold thecertificates of deposit and U.S. Treasury securities to maturity. Certificates of deposit and U.S. Treasury securities are stated at amortized cost which approximatesfair value and are held by UCS. Long-term investments consist of the following: December 31, (As Restated) 2020 2019 U.S. Treasury securities, held to maturity $286,015 $1,094,983 Certificates of deposit - 380,753 Preferred stock 104,019 104,019 Non-voting preferred units of Dream Finders Holdings, LLC - 12,000,000 Non-voting common units of Dream Finders Holdings, LLC - 10,000,000 Voting common stock of CB&T Holding Corporation 19,058,485 19,058,485 Total $19,448,519 $42,638,240 Equity Investments During May 2018, we invested $19,058,485 in voting common stock of CB&T Holding Corporation, which we refer to as “CBT,” the privately held parentcompany of Crescent Bank & Trust. Our investment represents 14.99% of CBT’s outstanding common stock. CBT is a closely held corporation, whose majorityownership rests with one family. In late December 2017, we invested $10 million in non-voting common units of Dream Finders Holdings LLC, which we refer to as “DFH”, the parent company ofDream Finders Homes, LLC, a national home builder with operations in Colorado, Florida, Georgia, Maryland, North Carolina, South Carolina, Texas andnorthern Virginia. During the first quarter of 2020, we obtained additional non-voting shares of DFH which increased our ownership in the company toapproximately 5.6%. As a result, we began applying the equity method of accounting for our investment in DFH prospectively from January 1, 2020, the date weobtained the additional shares. In May 2019, our subsidiary BOC DFH, LLC invested an additional $12 million in DFH through the purchase of preferred units. DFH was required to pay to us amandatory preferred return of at least 14% per annum on such preferred units and 25% of our preferred units were convertible, at our option, into non-votingcommon units after May 29, 2020 and the remaining preferred units were convertible, at our option, into non-voting common units after May 29, 2021. Themandatory 14% preferred return increased if the preferred units purchased were not redeemed or converted within one year of purchase. Also, we obtainedadditional beneficial conversion terms if the preferred units were not redeemed by May 29, 2021. During the twelve months ended December 31, 2020, DFHredeemed all $12 million of the preferred units purchased in May 2019. During January 2018, we exchanged our convertible note receivable from Breezeway Homes, Inc., which we refer to as “Breezeway,” for 31,227 shares ofpreferred stock. The preferred stock is noncumulative and has a dividend rate of $.2665 per share, should dividends be declared. The preferred stock has one voteper share and is convertible into whole shares of common stock, determined according to the conversion formula contained in Breezeway’s amended and restatedarticles of incorporation. In addition, our investment provides us with a multi-year right to sell insurance and/or warranty products through Breezeway's softwareplatform to its customers. We reviewed our investments as of December 31, 2020 and 2019 and concluded that no impairment to the carrying value was required. F- 30Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 9.INVESTMENTS, INCLUDING INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (As Restated) (Continued) Investment in Unconsolidated Affiliates We have various investments in equity method affiliates, whose businesses are in home building, real estate, real estate services, and asset management. Ourinterest in these affiliates ranges from 5.6% to 30%. Two of the investments in affiliates, Logic Real Estate Companies, LLC and 24th Street Holding Company,LLC, having a combined carrying amount of $687,707 as of December 31, 2020, are managed by an entity controlled by a member of our board of directors. 24th Street Fund I & 24th Street Fund II During 2020, we invested a total of $6,000,000 in two funds, 24th Street Fund I, LLC, and 24th Street Fund II, LLC, that are managed by 24th Street AssetManagement LLC, a subsidiary of 24th Street Holding Company, LLC. The funds will focus on opportunities within secured lending and direct investments incommercial real estate. F- 31Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 9.INVESTMENTS, INCLUDING INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (As Restated) (Continued) The following table is a reconciliation of our investments in equity affiliates as presented in investments in unconsolidated affiliates on our consolidated balancesheets, together with combined summarized financial data related to the unconsolidated affiliates: December 31, (As Restated) 2020 2019 Beginning of year $771,805 $568,713 Additional investments in unconsolidated affiliates 16,000,000 264,834 Distributions received (1,433,480) (541,108)Equity in income of unconsolidated affiliates 5,575,571 479,366 End of year $20,913,896 $771,805 Combined summarized financial data for these affiliates is as follows: December 31, (As Restated) 2020 2019 Revenue $1,147,735,494 $19,374,109 Gross profit 176,953,564 6,731,623 Income from continuing operations 82,992,830 1,806,620 Net income 86,847,498 1,859,438 Note Receivable from AffiliateOn October 2, 2020, we provided an unsecured term loan of $20,000,000 to Dream Finders Holdings, LLC to be used in expanding DFH's footprint in theSoutheast United States. The effective interest rate on the term loan is approximately 14% and the loan matures on May 1, 2021. Interest on unpaid principalaccrues each calendar month and is due and payable monthly in arrears, on the first day of the next calendar month. Monthly interest payments began onNovember 1, 2020 and will continue on the first day of each month until May 1, 2021, when the note matures. Beginning February 1, 2021, and on the first day ofeach month thereafter, payments of $5,000,000 are due such that all outstanding principal and interest is paid by the maturity date. Other than during the existenceof an event of default, all monthly payments are applied first to the payment of unpaid and accrued interest, and finally to the payment of outstanding principaldue. Dream Finders Holdings, LLC has the right to prepay all or any portion of the note, but would be required to pay an amount equal to the excess of the interestwhich would have been due and payable if the note had not been prepaid prior to the maturity date. Any prepayments require no less than ten days notice and mustidentify the aggregate principal amount of the note to be prepaid on such date as well as the related interest to be paid on the prepayment date. F- 32Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 10.FAIR VALUE (As Restated) 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 andliabilities 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 becorroborated 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 December 31, 2020 and 2019, our financial instruments included cash, cash equivalents, restricted cash, receivables, marketable securities, investments,accounts payable, liability-classified warrants, and long-term debt. The carrying value of cash, cash equivalents, restricted cash, receivables, and accounts payableapproximates fair value due to the short-term nature of the instruments. The fair value of long-term debt is estimated using quoted prices for similar debt (level 2 inthe fair value hierarchy). At December 31, 2020 , the estimated fair value of our long-term debt was $23,839,007 which exceeds the carrying amount of$23,057,650. Warrants We have determined that the public warrants issued in connection with Yellowstone's initial public offering in October 2020 are subject to treatment as a liability.We utilized a binomial lattice model to value the warrants as of their issuance date, and subsequently marked them to market based upon their observable tradingprice with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability at October 26, 2020 was determinedusing Level 2 and Level 3 inputs. The key assumptions in the option pricing model utilized relate to expected share-price volatility, expected term, risk-free interestrate and dividend yield. The expected volatility as of the IPO Closing Date was derived from observable public warrant pricing on comparable ‘blank-check’companies that recently went public in 2020 and 2021. The risk-free interest rate is based on the interpolated U.S. Constant Maturity Treasury yield. The expectedterm of the warrants is assumed to be six months until the close of Yellowstone's Business Combination, and the contractual five year term subsequently. Thedividend rate is based on the historical rate, which we anticipate to remain at zero. Our re-measurement of the public warrants from Yellowstone’s IPO date to December 31, 2020 resulted in a loss of $217,582 which is included within"Remeasurement of warrant liability" within our consolidated statement of operations. The warrants were classified as Level 1 instruments as of December 31,2020. Marketable Equity Securities, U.S. Trading Securities, and Corporate Bonds Marketable equity securities and U.S. Treasury trading securities are reported at fair values. Substantially all of the fair value is determined using observed pricesof publicly traded securities, level 1 in the fair value hierarchy. Total Changes Total Carrying Quoted Prices in Fair Values Amount in in Active Included in Consolidated Markets for Realized Gains Current Period Balance Sheet Identical and (Losses) Earnings (Loss) Dec. 31, 2020 Assets (As Restated) (As Restated) Marketable equity securities, U.S. Treasury trading securities, and corporatebonds $102,824,427 $102,824,427 $5,701,048 $(10,399,932) F- 33Table of Contents NOTE 11.INCOME TAXES (As Restated) The components of the income tax (provision) benefit for the years ended December 31, and the tax effects of temporary differences that give rise to deferred taxesat December 31, are as follows: December 31, (As Restated) 2020 2019 Income tax (provision) benefit: Current federal income tax expense (benefit) $(44,486) $513,201 Current state income tax expense (benefit) (12,894) 161,781 Deferred federal income tax expense (benefit) (1,579,511) 1,470,099 Deferred state income tax expense (benefit) 2,224,254 463,432 Total Income Tax Benefit Before Valuation Allowance 587,363 2,608,513 Valuation allowance (587,363) (2,608,513) Deferred tax assets: Net operating loss carryforward - all as of December 31, 2019 $- $8,576,397 Net operating loss carryforward - federal as of December 31, 2020 5,278,699 - Net operating loss carryforward - state as of December 31, 2020 1,833,257 - 2020 Tax credit carryforwards as of December 31, 2020 366,366 - Intangibles 47,731 - Lease liabilities 14,064,430 - Premium adjustments and IBNR 776,456 - Unrealized loss on securities 1,126,052 - Valuation allowance (7,230,229) (6,642,866) Net Deferred Tax Assets $16,262,762 $1,933,531 Deferred tax liabilities: Property and equipment $(1,754,929) $- Right of use assets (14,311,642) - Deferred acquisition costs (187,002) - Investment in unconsolidated subsidiaries (9,189) - Unrealized loss on securities - (1,732,696)Other - (200,835) Total Deferred Tax Liabilities (16,262,762) (1,933,531) Net Deferred Tax Assets/Liabilities $- $- Deferred taxes in the consolidated balance sheet are classified based upon the related asset or liability creating the deferred tax. Deferred taxes not related to aspecific asset or liability, are classified based upon the estimated period of reversal. The tax effects of temporary differences that give rise to deferred taxes are asfollows: At December 31, 2020, we have available federal tax operating loss carry forwards of approximately $25.0 million. This amount takes into consideration thereduction of $1.3 million that was the result of an IRS audit which concluded late summer of 2019. Of the $25.0 million, $10.8 million arose in years beginningbefore 2018. Tax operating loss carry forwards generated in years prior to 2018 may be applied against future taxable income and expire in 2035 through 2037.Tax operating loss carryovers arising in years after 2017 may be carried forward indefinitely. Tax years open to examination by federal taxing authorities include2017 forward. We have available state tax operating loss carry forwards of approximately $30.0 million, which are available to reduce future taxable income andexpire at various times and amounts. The realization of deferred tax assets, including net operating loss carryforwards, is dependent on the generation of future taxable income sufficient to realize thetax deductions, carryforwards and credits. Valuation allowances on deferred tax assets are recognized if it is determined that it is more likely than not that the assetwill not be realized. Because of the historical losses before income taxes, management’s ability to rely on future expectations of taxable income is reduced and,therefore, in management’s judgment, the realization of its deferred tax assets is not more likely than not. As a result of the IPO of Dream Finders Homes, Inc. on January 20, 2021 (see further discussion within Note 18), we expect the valuation allowance recorded related to our deferred tax assets as of December 31, 2020 tobe reversed in the first quarter of 2021. F- 34Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 11.INCOME TAXES (As Restated) (Continued) The reconciliation of the income tax provision, calculated at the U.S. Corporate tax rate of 21%, to our effective income tax rate is as follows: For the Year Ended December 31, (As Restated) 2020 2019 Tax at statutory rate $(280,069) $- Increase (decrease): - Permanent differences 5,422 - State income tax expense (benefit), net of federal income taxes (12,894) - Other (299,822) - Less: valuation allowance 587,363 - Income tax benefit $- $- Uncertain Tax Positions We believe that there are no tax positions taken or expected to be taken that would significantly increase or decrease unrecognized tax benefits within 12 months ofthe reporting date. None of our federal or state income tax returns are currently under examination by the Internal Revenue Service or state authorities. However,2017 and later tax years remain subject to examination by either the Internal Revenue Service or respective states. NOTE 12.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 ouroutdoor advertising and broadband assets. The following table reflects information related to our asset retirement obligations: Balance, January 1, 2019 1,824,419 Additions 85,294 Accretion expense 134,992 Liabilities settled - Balance, December 31, 2019 $2,044,705 Additions 96,864 Accretion expense 140,704 Liabilities settled - Balance, December 31, 2020 $2,282,273 F- 35Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 13.CAPITAL STOCK The authorized common stock of the Company includes up to 38,838,884 shares of Class A common stock and 1,161,116 shares of Class B Common Stock. Eachshare of Class B common stock is identical to the Class A common stock in liquidation, dividend and other economic rights. The only differences between ourClass B common stock and our Class A common stock is that each share of Class B common stock has 10 votes for each share held, while the Class A commonstock has a single vote per share, and certain actions cannot be taken without the approval of the holders of the Class B common stock. In February 2018, we filed a shelf registration statement with the SEC allowing us to sell up to $200,000,000 of our securities. This registration statement wasdeclared effective by the SEC on February 9, 2018. We subsequently entered into a Sales Agreement with Cowen and Company, LLC, which we refer to as“Cowen,” relating to the sale of shares of our Class A common stock to be offered. In accordance with the terms of the Sales Agreement, we may offer and sellfrom time to time up to $50,000,000 of shares of our Class A common stock through Cowen acting as our agent. Cowen is not required to sell any specific amountof securities, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed termsbetween Cowen and us. The compensation to Cowen for sales of Class A common stock sold pursuant to the Sales Agreement will be an amount equal to 3% ofthe gross proceeds of any shares of Class A common stock sold under the Sales Agreement. From March 2018 through August 20, 2019, we sold through Cowenan aggregate of 2,141,452 shares of our Class A common stock under this “at the market” offering, resulting in gross proceeds to us of $49,999,625. For the periodfrom January 1 through August 20, 2019, we sold through Cowen 942,223 shares of our Class A common stock under this at-the-market offering, resulting in grossproceeds to us of $22,753,943 and net proceeds of $22,059,015 after offering costs of $694,928. On August 13, 2019, we entered into a second Sales Agreement with Cowen, relating to the sale of additional shares of our Class A common stock to be offered. Inaccordance with the terms of the second Sales Agreement, we may offer and sell from time to time up to $75,000,000 of shares of our Class A common stockthrough Cowen acting as our agent. Cowen is not required to sell any specific amount of securities, but will act as our sales agent using commercially reasonableefforts consistent with its normal trading and sales practices, on mutually agreed terms between Cowen and us. The compensation to Cowen for sales of Class Acommon stock sold pursuant to the Sales Agreement will be an amount equal to 3% of the gross proceeds of any shares of Class A common stock sold under theSales Agreement. From August 21, 2019 through December 31, 2019, we sold through Cowen 448,880 shares of our Class A common stock under the second “atthe market” offering, resulting in gross proceeds to us of $9,450,789 and net proceeds of $9,122,227, after offering costs of $328,562. During the first half of fiscal2020, we sold under the new "at the market" offering 40,455 shares of our Class A common stock for gross proceeds of $669,751. During the third and fourthquarters of fiscal 2020, we did not sell any shares of our Class A common stock under the new "at the market" offering. The shelf registration statementsubsequently expired in February 2021. On March 18, 2020, our Board of Directors authorized and approved a share repurchase program for us to repurchase up to $20,000,000 worth of shares of ourClass A common stock, which we refer to as the “Repurchase Program.” Under the Repurchase Program, we may repurchase shares, from time to time, in solicitedor unsolicited transactions in the open market, privately-negotiated transactions, or transactions pursuant to a Rule 10b5-1 plan. The Repurchase Program does notobligate us to purchase any particular number of shares and will run through the earlier of June 30, 2021, or our decision that the Repurchase Program is no longerconsistent with our short-term and long-term objectives. We have not repurchased any shares during fiscal year 2020. On May 28, 2020, we entered into an underwriting agreement, which we refer to as the “underwriting agreement,” with Wells Fargo Securities, LLC and Cowenand Company, LLC, as joint lead book-running managers for a public offering of 3,200,000 shares, which we refer to as the “firm shares,” of our Class A commonstock at a public offering price of $16.00 per share. Under the terms of the underwriting agreement, we granted the underwriters an option, exercisable for 30 days,to purchase up to an additional 480,000 shares of Class A common stock at the public offering price less underwriting discounts and commissions, which we referto as the “option shares.” Adam Peterson and Alex Rozek, our Co-Chairmen, together with another member of our board of directors and another employee,purchased, directly or through their affiliates, an aggregate of 39,375 shares of Class A common stock in the offering at the public offering price. On June 2, 2020,we announced the completion of the public offering for a total of 3,680,000 shares, including both the firm shares and all of the option shares issued as a result ofthe underwriters’ exercise in full of their over-allotment option, resulting in total gross proceeds to us of approximately $58.9 million. We raised this capital tofund the planned expansion of our recently acquired fiber-to-the-home broadband, telecommunication business, to seek to grow our Link billboard businessthrough the acquisitions of additional billboard businesses, and for general corporate purposes. We do not have current agreements, commitments orunderstandings for any specific material acquisitions at this time. The shares were sold in the offering pursuant to the Company’s shelf registration statement onForm S-3 (File No. 333-222853) that was declared effective on February 9, 2018, as supplemented by a prospectus supplement dated May 28, 2020. Our Board of Directors also authorized us to enter into written trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, which we refer to as the“Exchange Act.” Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares at times when it might otherwise beprevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. Under any Rule 10b5-1 trading plan, our third-partybroker, subject to Securities and Exchange Commission regulations regarding certain price, market, volume and timing constraints, would have authority topurchase our Class A common stock in accordance with the terms of the plan. We may from time to time, enter into Rule 10b5-1 trading plans to facilitate therepurchase of our Class A common shares pursuant to our Repurchase Program. F- 36Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 13.CAPITAL STOCK (Continued) At December 31, 2020, there were 104,772 outstanding warrants for our Class B common stock and 784 outstanding warrants for our Class A common stock. A summary of warrant activity for the years ended December 31, 2020 and December 31, 2019, is presented in the following table: Shares UnderWarrants WeightedAverageExercise Price WeightedAverageRemainingContractualLife (in years) AggregateIntrinsic Valueof VestedWarrants Outstanding as of January 1, 2019 105,556 $9.95 6.5 $1,419,728 Issued - Exercised - Expired - Outstanding as of December 31, 2019 105,556 $9.95 5.5 $1,170,616 Issued - Exercised - Expired - Outstanding as of December 31, 2020 105,556 $9.95 4.5 $1,868,341 F- 37Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 14.LONG-TERM DEBT On August 12, 2019, Link Media Holdings, Inc., (“Link”), a wholly owned subsidiary of Boston Omaha Corporation (“BOC”), which owns and operates BOC’sbillboard businesses, entered into a Credit Agreement (the “Credit Agreement”) with First National Bank of Omaha (the “Lender”) under which Link could borrowup to $23,560,000 under the term loan portion of the facility and $5,000,000 under the revolving credit line of the facility (the “Credit Facility”). The CreditAgreement provides for an initial term loan (“Term Loan 1”), an incremental term loan (“Term Loan 2”) and a revolving line of credit. These loans are secured byall 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 hasjoined as a guarantor to the obligations under the Credit Agreement. These loans are not guaranteed by BOC or any of BOC’s non-billboard businesses. As of December 31, 2020, Link has borrowed $18,060,000 through Term Loan 1 and $5,500,000 through Term Loan 2 under the Credit Facility. Principal amountsunder each of Term Loan 1 and Term Loan 2 are payable in monthly installments according to a 15-year amortization schedule. These principal paymentscommenced on July 1, 2020 for Term Loan 1 and October 1, 2020 for Term Loan 2. Both term loans are payable in full on August 12, 2026. Term Loan 1 andTerm Loan 2 have fixed interest rates of 4.25% and 3.375%, respectively, per annum. The revolving line of credit loan facility has a $5,000,000 maximum availability. Interest payments are based on the 30-day LIBOR rate plus an applicable marginranging between 2.00 and 2.50% dependent on Link’s consolidated leverage ratio. The revolving line of credit is due and payable on August 11, 2021. Long-term debt included within our consolidated balance sheet as of December 31, 2020 consists of Term Loan 1 and Term Loan 2 borrowings of $23,057,650, ofwhich $1,282,504 is classified as current. There were no amounts outstanding related to the revolving line of credit as of December 31, 2020. 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 endingon the last day of any fiscal quarter of Link (a) beginning with the fiscal quarter ended December 31, 2019 of not greater than 3.50 to 1.00, (b) beginning with thefiscal quarter ended December 31, 2020 of not greater than 3.25 to 1.00, and (c) beginning with the fiscal quarter ending December 31, 2021 and thereafter, of notgreater than 3.00 to 1.0; minimum consolidated fixed charge coverage ratio of not less than 1.15 to 1.00 measured quarterly, based on a rolling four quarters, withtesting that commenced as of December 31, 2019 based on the December 31, 2019 audited financial statements. The Company was in compliance with thesecovenants as of December 31, 2020 and 2019. The Credit Agreement includes representations and warranties, reporting covenants, affirmative covenants, negative covenants, financial covenants and events ofdefault customary for financings of this type. Upon the occurrence of an event of default the Lender may accelerate the loans. Upon the occurrence of certaininsolvency and bankruptcy events of default the loans will automatically accelerate. The aggregate minimum principal payments required on long-term debt as of December 31, 2020 were as follows: $1,282,504 in 2021, $1,236,787 in 2022,$1,288,398 in 2023, $1,339,956 in 2024, $1,398,138 in 2025 and $16,511,867 thereafter. F- 38Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 15.LEASES We enter into operating lease contracts primarily for land and office space. Arrangements are evaluated at inception to determine whether such arrangementscontain a lease. Operating leases include land lease contracts and contracts for the use of office space. In accordance with the transition guidance of ASC 842, sucharrangements are included in our balance sheet as of January 1, 2019. 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 obligationto make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value oflease 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 forinflationary changes. Percentage rent contracts, in which lease expense is calculated as a percentage of advertising revenue, and payments due to changes ininflationary 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 inminimum 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 materialrestrictive 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," todetermine 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 haveto pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment." Operating Lease Cost Operating lease cost for the year ended December 31, 2020 is as follows: Year Ended Year Ended Ended Ended December 31, 2020 December 31, 2019 Statement of Operations Classification Lease cost $6,328,994 $5,989,314 Cost of billboard revenues and general and administrativeVariable and short-term lease cost 467,797 1,019,486 Cost of billboard revenues and general and administrative Total Lease Cost $6,796,791 $7,008,800 Supplemental cash flow information related to operating leases was as follows: Year Ended Year Ended Ended Ended December 31, 2020 December 31, 2019 Cash payments for operating leases $6,211,256 $5,776,931 New operating lease assets obtained in exchange for operating lease liabilities $881,610 $6,551,279 F- 39Table of Contents BOSTON OMAHA CORPORATION and SUBSIDIARIESNotes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 15.LEASES (Continued) Operating Lease Assets and Liabilities December 31, 2020 December 31, 2019 Balance Sheet Classification Lease assets $52,849,492 $53,249,985 Other Assets: Right of use assets Current lease liabilities $4,354,664 $3,801,727 Current Liabilities: Lease liabilitiesNoncurrent lease liabilities 47,581,933 48,199,652 Long-term Liabilities: Lease liabilities Total Lease Liabilities $51,936,597 $52,001,379 Maturity of Operating Lease Liabilities December 31, 2020 2021 $6,553,589 2022 6,058,577 2023 5,682,235 2024 5,197,230 2025 4,909,502 Thereafter 49,903,069 Total lease payments 78,304,202 Less imputed interest (26,367,605) Present Value of Lease Liabilities $51,936,597 As of December 31, 2020 our operating leases have a weighted-average remaining lease term of 17.64 years and a weighted-average discount rate of 4.84%. F- 40Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 16.INDUSTRY SEGMENTS (As Restated) This summary presents our current segments, as described below. General Indemnity Group, LLC GIG conducts our insurance operations through its subsidiaries, Warnock, SSS, SCS and UCS. SSS clients are multi-state and UCS, SCS and Warnock clients arenationwide. Revenue consists of surety bond sales and insurance commissions. Currently, GIG’s corporate resources are used to support Warnock, SSS, SCS andUCS and to make additional business acquisitions in the insurance industry. Link Media Holdings, LLC LMH conducts our billboard rental operations. LMH advertisers are located in Alabama, Florida, Georgia, Illinois, Iowa, Kansas, Missouri, Nebraska, Nevada,Virginia, West Virginia, and Wisconsin. Fiber is Fast, LLC FIF conducts our broadband operations. FIF provides high-speed broadband services to its customers located in Arizona and Utah. Total Year Ended December 31, 2020 (As Restated) GIG LMH FIF Unallocated Consolidated Revenue $13,645,962 $28,260,964 $3,836,537 $- $45,743,463 Segment gross profit 6,955,759 16,988,615 3,290,431 - 27,234,805 Segment (loss) income from operations (197,377) 607,542 388,960 (5,794,032) (4,994,907)Capital expenditures - 4,354,770 43,806,659 734,749 48,896,178 Depreciation and amortization 484,495 6,636,205 571,003 7,691,703 Total Year Ended December 31, 2019 GIG LMH FIF Unallocated Consolidated Revenue $12,959,971 $28,429,167 $- $- $41,389,138 Segment gross profit 6,669,753 17,108,018 - - 23,777,771 Segment loss from operations (2,216,421) (5,765,105) - (4,430,570) (12,412,096)Capital expenditures 46,868 11,728,650 - - 11,775,518 Depreciation and amortization 1,179,450 12,394,691 - - 13,574,141 Total As of December 31, 2020 (As Restated) GIG LMH FIF Unallocated Consolidated Accounts receivable, net $1,160,424 $2,633,711 $247,428 $- $4,041,563 Goodwill 8,719,294 97,572,994 18,154,158 124,446,446 Total assets 54,536,523 219,607,150 48,496,371 318,067,382 640,707,426 Total As of December 31, 2019 GIG LMH FIF Unallocated Consolidated Accounts receivable, net $1,213,823 $2,976,720 $- $- $4,190,543 Goodwill 8,719,294 97,553,207 - - 106,272,501 Total assets 45,956,410 224,258,311 - 166,693,489 436,908,210 F- 41Table of Contents BOSTON OMAHA CORPORATIONand SUBSIDIARIES Notes to Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019 NOTE 17.RESERVES FOR LOSSES AND LOSS ADJUSTMENT EXPENSES The following table provides a reconciliation of the beginning and ending reserve balances for losses and loss adjustment expenses ("LAE") for the years endedDecember 31: 2020 2019 Losses and LAE at beginning of year $1,203,493 $360,514 Provision for losses and LAE claims arising in: Current year 2,221,844 1,590,858 Prior year 694,002 123,044 Total incurred 2,915,846 1,713,902 Losses and LAE payments for claims arising in: Current year 1,182,375 856,778 Prior years 444,630 14,145 Total payments 1,627,005 870,923 Losses and LAE at end of year $2,492,334 $1,203,493 For the year ended December 31, 2020, $444,630 was paid for incurred claims and claim adjustment expenses attributable to insured events of prior years. Therehas been a $168,846 favorable prior year development during the year ended December 31, 2020. Reserves remaining as of December 31, 2020 for prior years are$694,002 as a result of re-estimation of unpaid losses and loss adjustment expenses. For the year ended December 31, 2019, $14,145 was paid for incurred claimsand claim adjustment expenses attributable to insured events of prior years. There was a $223,137 favorable prior year development during the year endedDecember 31, 2019. Reserves remaining as of December 31, 2019 for prior years were $123,044 as a result of re-estimation of unpaid losses and loss adjustment expenses. In bothperiods, the favorable prior years' loss development was the result of a re-estimation of amounts ultimately to be paid on prior year losses and loss adjustmentexpense. Original estimates are increased or decreased as additional information becomes known regarding individual claims. Reinsurance recoverables of$100,620 and $120,000 are included within Loss and Loss Adjustment Reserves as of December 31, 2020 and 2019, respectively. NOTE 18.SPECIAL PURPOSE ACQUISITION COMPANY (As Restated) 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 ofunits of a special purpose acquisition company (“SPAC”) named Yellowstone Acquisition Company, which we refer to as “Yellowstone”. Our subsidiary, BOCYellowstone LLC, which we refer to as “BOC Yellowstone”, served as the sponsor of Yellowstone. The purpose of the offering is to pursue a businesscombination in an industry other than the three industries in which we currently own and operate businesses: outdoor advertising, surety insurance and broadbandservices businesses. Prior to the filing of Yellowstone's Registration Statement on Form S-1, BOC Yellowstone purchased 5,750,000 shares of Yellowstone's Class B common stock,par value $0.0001 per share, for an aggregate price of $25,000. Between October 9, 2020, and December 31, 2020, BOC Yellowstone surrendered 2,350,276 sharesof Class B common stock to Yellowstone for no consideration, resulting in an aggregate of 3,399,724 shares of Yellowstone's Class B common stock outstandingas of December 31, 2020. The shares of Class B common stock will automatically convert into shares of Yellowstone's Class A common stock on a one-for-onebasis at the time of Yellowstone's initial business combination and are subject to certain transfer restrictions. On October 26, 2020, Yellowstone consummated its initial public offering (the “IPO") of 12,500,000 units (the “Units”). Each Unit consisted of one share of ClassA common stock of Yellowstone, par value $0.0001 per share, and one-half of one redeemable warrant of Yellowstone, each whole warrant entitling the holderthereof to purchase one whole share of Yellowstone's Class A Common Stock at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 perunit, generating gross proceeds to Yellowstone of $125,000,000, and trade on the NASDAQ Stock Market, LLC under the ticker symbol “YSACU”. After thesecurities comprising the units began separate trading, the shares of Class A common stock and warrants were listed on NASDAQ under the symbols “YSAC” and“YSACW,” respectively. Also on October 26, 2020, simultaneously with the closing of the IPO, BOC Yellowstone purchased 7,500,000 warrants at a purchase price of $1.00 per warrant,for a total purchase price of $7,500,000. In the event that Yellowstone does not consummate a business combination within 15 months of its initial public offering,our shares of Yellowstone's Class B common stock and warrants will be used to redeem the shares of Class A common stock sold to the public. On November 16, 2020, BOC Yellowstone transferred to BOC Yellowstone II LLC, which we refer to as “BOC Yellowstone II”, 206,250 shares of Class Bcommon stock for no consideration. All other shares of Class B common stock are owned by BOC Yellowstone. BOC Yellowstone sold to the lead investor inYellowstone’s IPO a membership interest in BOC Yellowstone II for a purchase price of $309,375. Upon the completion of any business combination, BOCYellowstone has agreed to transfer the 206,250 shares of Class B common stock to this investor. Any Class B common stock ultimately distributed to the investoris subject to all restrictions imposed on BOC Yellowstone, including but not limited to, waiver of redemption rights in connection with completion of any initialbusiness combination and rights to liquidating distributions from Yellowstone's trust account if Yellowstone fails to complete an initial business combination. Anyshares held by such investor will be subject to the anti-dilution provisions for the Class B common stock and the impact thereof. BOC Yellowstone is the solemanaging member of BOC Yellowstone II. On December 1, 2020, the underwriters' over-allotment option was exercised resulting in the purchase of an additional 1,098,898 Units. In connection with theunderwriter's exercise of the over-allotment option on December 1, 2020, BOC Yellowstone purchased warrants at a price of $1.00 per whole warrant to purchasean additional 219,779 shares of Class A common stock at a price of $11.50 per share. All of the 13,598,898 shares of Class A Common Stock sold as part of the Units in Yellowstone's public offering contain a redemption feature which allows for theredemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with a businesscombination and in connection with certain amendments to Yellowstone’s second amended and restated certificate of incorporation. In accordance with SEC andits staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of theCompany require common stock subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption andliquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company classifies all shares of Yellowstone's Class A Common Stock as redeemable noncontrolling interest within temporary equity and recognizes changesin redemption value immediately as they occur and adjusts the carrying value of redeemable noncontrolling interest to equal the redemption value at the end ofeach reporting period. Increases or decreases in the carrying amount of redeemable common stock are effected through charges against accumulated deficit.Earnings and losses are shared pro rata between Yellowstone's Class A common stock and Class B common stock. Yellowstone’s assets that are measured at fair value on a recurring basis at December 31, 2020 are comprised of $138,716,226 of marketable U.S. treasurysecurities held in the Trust Account, all of which are classified as Level 1 instruments within the fair value hierarchy. NOTE 19.CUSTODIAL RISK (As Restated) As of December 31, 2020, we had approximately $50,982,625 in excess of federally insured limits on deposit with financial institutions. NOTE 20.SUBSEQUENT EVENTS On January 20, 2021, Dream Finders Homes, Inc. announced the pricing of its initial public offering of 9,600,000 shares of Class A common stock at the initialpublic offering price of $13.00 per share. Shares of Class A common stock began trading on the NASDAQ Global Select Market under the symbol “DFH” onThursday, January 21, 2021. Concurrent with the closing of the initial public offering, all of the outstanding non-voting common units and Series A preferred unitsof DFH were converted into shares of Class A common stock of Dream Finders Homes, Inc., and all of the outstanding common units of DFH LLC were convertedinto shares of Class B common stock of Dream Finders Homes, Inc. As a result, our previous equity interest in DFH was converted into 4,681,099 shares of DFHClass A common stock, which will no longer be accounted for under the equity method but marked to market each reporting period consistent with the otherpublicly traded equity securities we hold. In addition, one of our subsidiaries purchased 120,000 shares of DFH Class A common stock at $13.00 per share in theinitial public offering. At March 26, 2021, our total investment in DFH, based on its closing price on such date, was valued at over $111 million, before applyingany required fair value adjustments or discounts related to the lack of marketability associated with our lock-up period. Any decrease in the value of DFH commonstock before we can liquidate our holdings in DFH could materially adversely impact our operating results and our stockholders’ equity. On January 25, 2021, DFH repaid the note receivable in full including the future scheduled interest payments prior to the maturity of the note. The totalprepayment amount, including interest which would have been due had the note not been prepaid, was $20,567,776. On January 26, 2021, our subsidiary, LMH, acquired certain billboard assets and easements in Kansas from Thomas Outdoors, LLC. The purchase price for theacquired assets was $6,102,508. Subsequent to December 31, 2020, Boston Omaha Corporation sold approximately $34,600,000 of its marketable equity securities. On April 1, 2021, our subsidiary, GIG, acquired 100% of the membership units of an insurance brokerage company for a purchase price $2,225,000. Themembership units were acquired for the purpose of expanding our presence in the surety and fidelity insurance business in the United States. On April 6, 2021, we closed on the previously announced underwritten public offering of our Class A common stock, par value $0.001 per share (“Class Acommon stock”), at a price to the public of $25.00 per share, for a total of 2,645,000 shares, of which 2,345,000 shares were sold by us, including 345,000 sharesissued as a result of the underwriters’ exercise in full of their option to purchase additional shares, and 300,000 shares were sold by a selling stockholder. Theoffering results in total gross proceeds to us of approximately $58.6 million, before deducting the underwriting discount and offering expenses. We did not receiveany of the proceeds from the sale of shares by the selling stockholder. F-42Exhibit 21.1 LIST OF SUBSIDIARIESBOSTON OMAHA CORPORATION a Delaware corporation SubsidiaryJurisdictionBOAM BFR LLCDelawareBOC DFH, LLCDelawareBOC OPS LLCDelawareBOC Yellowstone LLCDelawareBOC Yellowstone II LLCDelawareBoston Omaha Asset Management, LLCDelawareBoston Omaha Investments, LLCDelawareFiber is Fast, LLCDelawareFIF AireBeam LLCDelawareFIF Utah LLCDelawareGeneral Indemnity Group, LLCDelawareLink Media Alabama, LLCAlabamaLink Media Florida, LLCFloridaLink Media Georgia, LLCGeorgiaLink Media Holdings, LLCDelawareLink Media Midwest, LLCDelawareLink Media Omaha, LLCDelawareLink Media Properties, LLCDelawareLink Media Services, LLCDelawareLink Media Southeast, LLCDelawareLink Media Wisconsin, LLCWisconsinSouth Coast Surety Insurance Services, LLCCaliforniaSurety Support Services, Inc.KansasThe Warnock Agency, Inc.GeorgiaUnited Casualty and Surety Insurance CompanyNebraskaYellowstone Acquisition CompanyDelaware Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the registration statement (No. 333-254870) on Form S-3 of our report dated March 29, 2021, except for the effectof the restatement disclosed in Note 2, as to which the date is May 24, 2021, with respect to the consolidated balance sheet of Boston Omaha Corporation andsubsidiaries as of December 31, 2020, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year endedDecember 31, 2020, and the related notes, which report appears in the December 31, 2020 annual report on Form 10-K/A of Boston Omaha Corporation. Omaha, Nebraska May 24, 2021 Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (No. 333-254870) on Form S-3 of our report dated March 13, 2020 withrespect to the consolidated financial statements of Boston Omaha Corporation and its subsidiaries included in this Annual Report on Form 10-K/A for theyear ended December 31, 2020. /s/ MaloneBailey, LLPwww.malonebailey.comHouston, TexasMay 24, 2021 Exhibit 31.1 CERTIFICATIONSI, Alex B. Rozek, certify that: 1.I have reviewed this annual report on Form 10-K/A of Boston Omaha Corporation; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles; c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant's internal control over financial reporting; and 5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions): a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controlover financial reporting. Date: May 24, 2021 /s/ Alex B. Rozek Alex B. Rozek, Co-Chief Executive Officer(Principal Executive Officer) Exhibit 31.2 CERTIFICATIONSI, Adam K. Peterson, certify that: 1.I have reviewed this annual report on Form 10-K/A of Boston Omaha Corporation; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles; c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant's internal control over financial reporting; and 5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions): a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controlover financial reporting. Date: May 24, 2021 /s/ Adam K. Peterson Adam K. Peterson, Co-Chief Executive Officer(Principal Executive Officer) Exhibit 31.3CERTIFICATIONSI, Joshua P. Weisenburger, certify that: 1.I have reviewed this annual report on Form 10-K/A of Boston Omaha Corporation; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have: a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles; c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,the registrant's internal control over financial reporting; and 5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions): a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controlover financial reporting. Date: May 24, 2021 /s/ Joshua P. Weisenburger Joshua P. Weisenburger, Chief Financial Officer(Principal Financial Officer) Exhibit 32.1 CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Boston Omaha Corporation (the "Company") on Form 10-K/A for the year ended December 31, 2020 as filedwith the Securities and Exchange Commission on or about the date hereof (the "Report"), the undersigned, in the capacities and on the date indicated below, herebycertifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany. Dated: May 24, 2021/s/ Alex B. Rozek Alex B. Rozek, Co-Chief Executive Officer(Principal Executive Officer) Exhibit 32.2 CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Boston Omaha Corporation (the "Company") on Form 10-K/A for the year ended December 31, 2020 as filedwith the Securities and Exchange Commission on or about the date hereof (the "Report"), the undersigned, in the capacities and on the date indicated below, herebycertifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany. Dated: May 24, 2021/s/ Adam K. Peterson Adam K. Peterson, Co-Chief Executive Officer(Principal Executive Officer) Exhibit 32.3 CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Boston Omaha Corporation (the "Company") on Form 10-K/A for the year ended December 31, 2020 as filedwith the Securities and Exchange Commission on or about the date hereof (the "Report"), the undersigned, in the capacities and on the date indicated below, herebycertifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theCompany. Dated: May 24, 2021/s/ Joshua P. Weisenburger Joshua P. Weisenburger, Chief Financial Officer(Principal Financial Officer)

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