Boston Omaha Corp. Announces Plans to Restate 2020 Financial Statements Due to Changes in Accounting for Yellowstone Acquisit...
May 18 2021 - 5:25PM
Business Wire
- No Material Change Anticipated in the Results of
Operations for Boston Omaha Corporation's Core Businesses and
Investments (other than Yellowstone Acquisition Company)
- To Restate 2020 Financial Statements to Include Yellowstone
Acquisition Company Financial Statements in Consolidated Financial
Statements and Incorporate Changes in Accounting for Yellowstone
Warrants Following Recent Statement on Accounting for Warrants in
SPACs
Boston Omaha Corporation (NASDAQ: BOMN) (“Boston Omaha”
or the “Company”) today announced it will restate its financial
statements contained in its Annual Report on Form 10-K for the year
ended December 31, 2020 (the “Annual Report”). The Company recently
reassessed its prior accounting of Yellowstone Acquisition Company
("Yellowstone"), a special purpose acquisition company (“SPAC”)
sponsored by the Company. The Company and its Audit Committee in
discussion with its auditor, KPMG, have reevaluated such accounting
and decided to restate its Annual Report to consolidate the
financial statements of Yellowstone and to account for the
Yellowstone public and private warrants in accordance with the
recent statements (the “Statement”) by the Securities and Exchange
Commission (the “SEC”). Additional time is needed to allow the
Company to include the financial statements of Yellowstone in the
Company’s financial statements for the year ended December 31,
2020.
NO MATERIAL CHANGE IS EXPECTED IN THE COMPANY’S
RESULTS OF OPERATIONS FOR ITS CORE OPERATING BUSINESSES
(BILLBOARDS, INSURANCE AND BROADBAND SERVICES) AND ITS OTHER
INVESTMENTS FOR THE YEAR ENDED DECEMBER 31, 2020. AS
YELLOWSTONE COMPLETED ITS IPO IN OCTOBER 2020, THE RESTATEMENT DOES
NOT AFFECT THE COMPANY’S QUARTERLY REPORTS ON FORM 10-Q FOR
THE PERIODS PRIOR TO OCTOBER 2020 OR ANY EARLIER AUDITED FINANCIAL
STATEMENTS.
Notwithstanding the determination to consolidate Yellowstone’s
financials, all funds raised in Yellowstone's initial public
offering remain in trust for the benefit of Yellowstone and its
shareholders until such time as those funds are either returned to
Yellowstone shareholders or Yellowstone completes a successful
business combination, in which event all such funds held in trust
will be transferred to the company combining with Yellowstone. In
any event, the Company anticipates that Yellowstone's inclusion in
the Company's financial statements on a going-forward basis will
mirror the duration of Yellowstone as an entity, which is limited
given the short life span of SPACs.
Due to the restatement, the Company’s audited consolidated
financial statements as of and for the year ended December 31, 2020
(the “Yellowstone Non-Reliance Period”) included in the Annual
Report filed with the SEC should no longer be relied upon due to
the absence of consolidated financial statements of Yellowstone
within the financial statements of the Company for the period from
the date of the Yellowstone IPO in October 2020 through December
31, 2020 and to account for the Yellowstone public and private
warrants in accordance with the recent SEC Statement. As a result,
the Annual Report will require a restatement to incorporate the
consolidation and to account for the Yellowstone public and private
warrants. Similarly, any previously issued or filed reports, press
releases, earnings releases, and investor presentations or other
communications describing the Company’s consolidated financial
statements and other related financial information covering the
Yellowstone Restatement Period should no longer be relied upon due
to the absence of consolidated financial statements of Yellowstone
and the accounting of the Yellowstone public and private
warrants.
The Company intends to restate the consolidated financial
statements for the year ending December 31, 2020 to reflect the
inclusion of the Yellowstone financial results as soon as
practicable. Due to the required restatement of the Annual Report,
the Company was not able to file its Form 10-Q for the quarter
ended March 31, 2021 by the May 17, 2021 deadline, but has filed a
Form 12b-25, is working diligently to finalize the restated
financial statements, and to file its Quarterly Report on Form 10-Q
for the quarter ended March 31, 2021 by the deadline extension of
May 24, 2021.
The Company is currently determining the exact amounts and full
effect of not including the Yellowstone financial statements in the
Company’s consolidated financial statements covering the
Yellowstone Non-Reliance Period and the impact of the accounting
for the Yellowstone public and private warrants. Accordingly,
investors and others should rely only on financial information and
other disclosures regarding the Yellowstone Non-Reliance Period
once the Company restates its consolidated financial statements for
the Yellowstone Non-Reliance Period and not rely on any previously
issued or filed earnings press releases, investor presentations or
other communications related thereto covering the Yellowstone
Non-Reliance Period. Determination of the impact of the restatement
items described above are subject to continued analysis by
management and could change based on further review and analysis.
The Company’s internal review is ongoing and, although not
expected, the Company may identify further items requiring
restatement. As a result, there can be no assurance that the actual
effects of the restatements will be only as described above.
Management is assessing the effect of the restatement on the
Company’s internal control over financial reporting and its
disclosure controls and procedures. The Company expects to report
at least one material weakness following completion of its analysis
of the cause of these restatements relating to the accounting for
the Yellowstone public and private warrants and the accounting for
the consolidation of Yellowstone. A material weakness is a
deficiency, or a combination of deficiencies, in internal control
over financial reporting, such that there is a reasonable
possibility that a material misstatement of a company’s annual or
interim financial statements will not be prevented or detected on a
timely basis. The existence of one or more material weaknesses
precludes a conclusion by management that the Company’s disclosure
controls and procedures and internal control over financial
reporting are effective. As a result of the material weakness
involving the non-consolidation of the Yellowstone financial
statements and the accounting for the Yellowstone public and
private warrants the Company believes its internal control over
financial reporting for these specific items was not effective as
of December 31, 2020 and its disclosure controls and procedures
were not effective for the Yellowstone Non-Reliance Period. The
Company plans to implement steps to remediate the identified
material weaknesses shortly after the filing of the Form 10-Q for
the quarter ended March 31, 2021.
The Company’s management and the Audit Committee have discussed
the matters disclosed in Item 4.02 of its Form 8-K filed today with
the SEC announcing the need to restate the Company’s financial
statements, as described above, with the Company’s independent
registered accounting firm, KPMG LLP.
About Boston Omaha Corporation
Boston Omaha Corporation is a public holding company with three
majority owned businesses engaged in outdoor advertising, surety
insurance and broadband telecommunications services. The Company
also maintains minority investments including investments in a
bank, a national residential homebuilder, commercial real estate
services businesses and Yellowstone Acquisition Company.
Forward-Looking Statements
Forward-Looking Statements: This press release contains
“forward-looking” statements. All statements other than statements
of historical fact are statements that could be deemed
forward-looking statements. The Company advises caution in reliance
on forward-looking statements. Forward-looking statements include,
without limitation, the Company’s plans related to restatement of
the consolidated financial statements as of and for the year ended
December 31, 2020 and the Company’s estimates related to the items
requiring restatement included in the consolidated financial
statements covering the Yellowstone Non-Reliance Period. These
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results to differ materially from
those implied by forward-looking statements, including the outcome
of the Company’s completion of the quantification and evaluation of
the specific impact of the absence of Yellowstone financial
statements in the Company’s financial results and previously issued
financial statements, including the possibility of material
adjustments thereto; the discovery of additional and unanticipated
information during the procedures required to be completed before
the Company is able to file its required reports; and the
application of accounting or tax principles in an unanticipated
manner. See also additional risk factors set forth in the Company’s
periodic filings with the SEC, including, but not limited to, those
risks and uncertainties listed in the section entitled “Risk
Factors,” in the Company’s Annual Report on Form 10-K filed with
the SEC on March 29, 2021. All forward-looking statements in this
Current Report on Form 8-K are based on information available to
the Company as of the date of this filing. The Company expressly
disclaims any obligation to update or alter its forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by applicable law.
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version on businesswire.com: https://www.businesswire.com/news/home/20210518006179/en/
Boston Omaha Corporation Catherine Vaughan 617-875-8911
cathy@bostonomaha.com
Boston Omaha (NASDAQ:BOMN)
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