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BOMN Boston Omaha

Filed: 11 Oct 18, 4:36pm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported):  October 11, 2018 (August 31, 2018)

 

BOSTON OMAHA CORPORATION (formerly known as REO PLUS, INC.)

(Exact name of registrant as specified in its Charter)

 

Delaware

001-38113

27-0788438

(State or other jurisdiction of

Incorporation)

(Commission File Number)

(IRS Employer Identification Number)

 

 

(Address and telephone number of principal executive offices, including zip code)

 

1411 Harney St., Suite 200

Omaha, Nebraska 68102

 

 (857) 256-0079

___________________________________

(Former name or address, if changed since last report)

Not Applicable

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Registrant under any of the following provisions (see General Instruction A.2. below):

 

☐           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

EXPLANATORY NOTE

 

On September 4, 2018, Boston Omaha Corporation (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Initial 8-K”) to disclose that it had completed the acquisition of assets from Waitt Outdoor, LLC (“Waitt”). This Form 8-K/A amends the Initial 8-K to include the historical audited and unaudited financial statements of Waitt and the pro forma combined financial information required by Items 9.01(a) and 9.01(b) of Form 8-K that were excluded from the Initial 8-K in reliance on the instructions to such items.

 

ITEM 9.01                 FINANCIAL STATEMENTS AND EXHIBITS

 

(a)

Financial Statements of Businesses Acquired.

 

The audited financial statements of Waitt for the years ended December 31, 2017 and December 31, 2016 are filed herewith as Exhibit 99.1.

 

The unaudited financial statements of Waitt for the six months ended June 30, 2018 and 2017 are filed herewith as Exhibit 99.2.

 

(b)

Pro Forma Financial Information.

 

The unaudited pro forma consolidated balance sheet of the Company as of June 30, 2018, the unaudited pro forma consolidated statements of operations of the Company for the six months ended June 30, 2018 and for the year ended December 31, 2017, and the notes to the unaudited pro forma consolidated financial statements, all giving effect to the acquisition by the Company of Waitt are filed herewith as Exhibit 99.3.

 

(d)

Exhibits.

 

The Exhibit Index set forth below is incorporated herein by reference.

 

EXHIBIT INDEX

 

 

Exhibit

Number

Exhibit Title
  

23.1

Consent of Lutz & Company, P.C., Independent Registered Public Accounting Firm of Waitt Outdoor, LLC.

 

99.1

Audited Financial Statements of Waitt Outdoor, LLC for the Years Ended December 31, 2017 and December 31, 2016.

 

99.2

Unaudited Financial Statements of Waitt Outdoor, LLC for the Six Months Ended June 30, 2018 and 2017.

 

99.3

Unaudited Pro Forma Consolidated Balance Sheet of the Company as of June 30, 2018, Unaudited Pro Forma Consolidated Statements of Operations of the Company For the Six Months Ended June 30, 2018 and the year ended December 31, 2017, and Notes to the Unaudited Pro Forma Consolidated Financial Statements, all giving effect to the acquisition by the Company of Waitt.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

BOSTON OMAHA CORPORATION

 

  (Registrant) 

 

 

 

 

 

By:

/s/ Joshua P. Weisenburger

 

 

 

Joshua P. Weisenburger 

 

 

 

Chief Financial Officer 

 

 

 

Date: October 11, 2018

 

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