BOSTON OMAHA Corp

BOSTON OMAHA CORPORATION

For the Nine Months Ended September 30, 2024 and 2023

**NOTE1. **ORGANIZATION AND BACKGROUND

Boston Omaha was organized on* August 11, 2009with present management taking over operations in February 2015.*Our operations include (i) our outdoor advertising business with multiple billboards across Alabama, Arkansas, Florida, Georgia, Illinois, Iowa, Kansas, Missouri, Nebraska, Nevada, Oklahoma, South Dakota, Tennessee, Virginia, West Virginia, and Wisconsin; (ii) our insurance business that specializes in surety bond underwriting and brokerage; (iii) our broadband business that provides high-speed broadband services to its customers, (iv) our asset management business, and (v) our minority investments primarily in real estate, real estate services, private aviation infrastructure, and banking. Our billboard operations are conducted through our subsidiary, Link Media Holdings, LLC, our insurance operations are conducted through our subsidiary, General Indemnity Group, LLC, our broadband operations are conducted through our subsidiary, Boston Omaha Broadband, LLC, and our asset management operations are conducted through our subsidiary, Boston Omaha Asset Management, LLC.

We completed an acquisition of an outdoor advertising business and entered the outdoor advertising industry on* June 19, 2015.From2015* through2023, we have completed more thantwenty 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 insurance company. From2017* through2022, we completedfour additional acquisitions of surety brokerage businesses.

On* March 10, 2020,we completed the acquisition of a rural broadband internet provider located in Arizona. On December 29, 2020,we completed the acquisition of asecond* broadband internet provider located in Utah. On* April 1, 2022,we completed the acquisition of ourthird* 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 of units of a special purpose acquisition company, which we refer to as the “SPAC,” named Yellowstone Acquisition Company, which we refer to as “Yellowstone.” Yellowstone completed its initial public offering on October 26, 2020and on January 25, 2022completed a business combination with Sky Harbour Group and Yellowstone changed its name to Sky Harbour Group Corporation (see Note8* for further discussion).

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**NOTE2. **SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation Policy

The financial statements of Boston Omaha Corporation include the accounts of the Company and our consolidated subsidiaries, which are comprised of voting interest entities in which we have a controlling financial interest and variable interest entities for which we have determined that we are the primary beneficiary. 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. Our determination 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 total equity investment at risk upon inception is sufficient to finance the entity’s activities without additional subordinated financial support. We make judgments regarding the sufficiency of the equity at risk basedfirst 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 direct and 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 reporting entity 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 absorb losses or the right to receive benefits from such entity that could potentially be significant to such entity. Performance of that analysis requires the exercise of judgment.

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 performance including, butnot limited to, the ability to direct operating decisions and activities. In addition, we consider the rights of other investors to participate in those decisions. We determine whether we are the primary beneficiary of a VIE at the time we become involved with a variable interest entity and reconsider that conclusion continually.

We consolidate any VIE of which we are the primary beneficiary. Such VIEs consist of24th Street Fund I and24th Street Fund II, collectively “the24th Street Funds,” and Fund One Boston Omaha Build for Rent LP, which we refer to as "BFR".

Total assets of the consolidated VIEs included within our consolidated balance sheets were approximately $42,900,000 and $96,500,000 as of* September 30, 2024* and* December 31, 2023,respectively. Total liabilities of the consolidated VIEs included within our consolidated balance sheets were approximately $39,000 and $132,000 as of September 30, 2024* and* December 31, 2023,respectively. As of September 30, 2024* and* December 31, 2023,the aggregate fair value of the24th* Street Funds’ and BFR's investments in special purpose entities was approxim ately $41,700,000 and $65,000,000, respectively. The assets of the consolidated VIEs* may*only be used to settle obligations of the same VIE.

Our consolidated subsidiaries at* September 30, 2024* 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”

Link Billboards Oklahoma, LLC which we refer to as “LBO”

General Indemnity Group, LLC which we refer to as “GIG”

United Casualty and Surety Insurance Company which we refer to as “UCS”

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”

Fund One Boston Omaha Build for Rent LP which we refer to as “BFR”

BOAM BFR, LLC which we refer to as “BOAM BFR”

BOC Business Services, LLC which we refer to as “BBS”

BOC Ops, LLC which we refer to as "BOC Ops"

Yellowstone Acquisition Company which we refer to as “Yellowstone”

BOC Yellowstone, LLC which we refer to as “BOC Yellowstone”

BOC Yellowstone II, LLC which we refer to as “BOC Yellowstone II”

24th Street Asset Management LLC which we refer to as*“24th* Street”

24th Street Fund I, LLC which we refer to as*“24th* Street Fund I”

24th Street Fund II, LLC which we refer to as*“24th* Street Fund II”

Boston Omaha Broadband, LLC which we refer to as “BOB”

FIF AireBeam, LLC which we refer to as “AireBeam”

Fiber Fast Homes, LLC which we refer to as “FFH”

FIF Utah, LLC which we refer to as “FIF Utah”

FIF St George, LLC which we refer to as “FIF St George” or "InfoWest"

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Revenue****s

The majority of our advertising revenues are derived from contracts for advertising space on billboard structures and broadband internet services and are accounted for under Financial Accounting Standards Board, which we refer to as the “FASB,” Accounting Standards Codification, which we refer to as “ASC,”606*,* Revenue from Contracts with Customers,and under ASC840, Leases.

Premium revenues derived from our insurance operations are subject to ASC944, 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 thanone 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. Advertising revenue 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 production services are accounted for under ASC606, Revenue from Contracts with Customers. Revenues are recognized at a point in time upon satisfaction of the contract, which is typically less thanone week.

Practical expedients and exemptions: The Company is utilizing the following practical expedients and exemptions from ASC606. We generally expense sales commissions when incurred because the amortization period isone year or less. These costs are recorded within costs of billboard revenues exclusive of depreciation and amortization. We donot disclose the value of unsatisfied performance obligations as the majority of our contracts with customers have an original expected length of less thanone year. For contracts with customers which exceedone year, the future amount to be invoiced to the customer corresponds directly with the value to be received by the customer.

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 before satisfying our performance obligation. The term between invoicing and when a payment is due isnot significant. For certain services we require payment before the product or services are delivered to the customer. The balance of deferred revenue is considered short-term and will be recognized in revenue withintwelve months.

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 ceded is initially written as prepaid reinsurance premiums and is amortized over the reinsurance contract period in proportion to the amount of insurance protection provided. Premiums ceded of $2,453,929 and $1,091,642 for thenine months ended* September 30, 2024* and2023, respectively, are included within “Premiums earned” in our consolidated statements of operations.

Commissions

We generate revenue from commissions on surety bond sales and account for commissions under ASC606. Insurance commissions are earned from various insurance companies based upon our agency agreements with them. We arrange with various insurance companies for the provision of a surety bond for entities that 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 the insurance agency on behalf of the insurance company. The insurance commissions are calculated based upon a stated percentage applied to the gross premiums on bonds. 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 are rendered. Revenue received or receivable in advance of the delivery of services is included in deferred revenue.

Credit Losses

We estimate credit losses on financial instruments based on amounts expected to be collected. The allowance for credit losses is estimated based on historical collections, accounts receivable aging, economic indicators, and expected future trends.

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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 original maturity ofthree months or less to be cash equivalents.

Cash Held by BOAM Funds and Other

Cash held by BOAM Funds and other represents cash and cash equivalents held by consolidated BOAM Funds and other consolidated entities. Such amounts arenot available to fund the general liquidity needs of Boston Omaha.

Loss 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. We involve an independent,third-party actuary to assist us in the estimation of reserves for losses and loss adjustment expenses. Estimates are based on paid and incurred loss development factors and expected loss ratios, which are primarily driven by historical claims paid and incurred data and consideration of the level of premiums written during the current and prior year. Since the reserves are based on estimates, the ultimate liability* may*differ from the estimated reserve. The effects of changes in estimated reserves are included within "Cost of insurance revenues" in our consolidated results of operations in the period in which the estimates are updated. The reserves are included within "Accounts payable and accrued expenses" in our consolidated balance sheets.

Investments in Unconsolidated Entities

We account for investments where we have significant influence but donot have a controlling interest, typically ownership of less than50% and more than20%, using the equity method of accounting. In accordance with ASC323-30, we account for investments in limited partnerships and limited liability companies using the equity method of accounting when our investment is more than minimal (greater than3% to5%). 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, are recorded as a reduction of the investment.

We monitor our equity method investments for factors indicating other-than-temporary impairment. We consider several factors when evaluating our investments, including, butnot limited to, (i) the period of time for which the fair value has been less than the carrying value, (ii) operating and financial performance of the investee, (iii) the investee’s future business plans and projections, (iv) discussions with their management, and (v) our ability and intent to hold the investment until it recovers in value.

Retention of Specialized Accounting

Each of the24th Street Funds, and Fund One Boston Omaha Build for Rent LP qualify as investment companies and apply specialized industry accounting. We report fund investments on our consolidated balance sheets at their estimated fair value, with gains (losses) resulting from changes in fair value reflected within ‘Other investment income’ in the accompanying consolidated statements of operations. Accordingly, the accompanying consolidated financial statements reflect different accounting policies for investments depending on whether ornot they are held through a consolidated investment company.

Income Taxes

We compute our year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pre-tax income or loss and adjust the provision for discrete tax items recorded in the period.

The realization of deferred tax assets, including net operating loss carryforwards, is dependent on the generation of future taxable income sufficient to realize the tax deductions, carryforwards and credits. Valuation allowances on deferred tax assets are recognized if it is determined that it is more likely thannot that the asset willnot be realized.

Pursuant to Section382 of the Internal Revenue Code of1986, as amended, annual use of our net operating losses* maybe limited if it is determined that an ownership shift has occurred. An ownership shift is generally defined as a cumulative change in equity ownership by‘‘5%* shareholders’’ that exceeds50 percentage points over a rollingthree-year period. At this time, a Section382 study hasnot been performed to determine if such an ownership shift has occurred.

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Recently Issued Accounting Pronouncements

In* November 2023,the Financial Accounting Standards Board (“FASB”) issued guidance that requires incremental segment disclosures on an annual and interim basis related to significant segment expenses. This guidance is effective for annual reporting periods beginning on January 1, 2024and interim periods within the calendar year beginning on January 1, 2025.*The disclosure requirements must be applied retrospectively to all prior periods presented in the financial statements.

In* December 2023,the FASB issued ASU2023*-09, Income Taxes (Topic740*): Improvements to Income Tax Disclosures*, which requires companies to disclose disaggregated information related to the effective tax rate reconciliation and income taxes paid. This guidance is effective for public entities as of* December 15, 2024.We donot* anticipate the adoption of this guidance will have a material impact on our consolidated financial statements.

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**NOTE3. **CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

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 the total of those amounts as presented in the consolidated statements of cash flows.

**NOTE4. **ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:

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**NOTE5. **PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

Depreciation expense for thenine months ended* September 30, 2024and2023* was $10,721,927 and $8,825,619, respectively.

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**NOTE6. BUSINESS ACQUISITIONS **

2024 Acquisitions

We didnot complete any acquisitions during thefirst nine months of fiscal2024.

2023 Acquisitions

24th Street Asset Management

On* May 1, 2023,Boston Omaha Asset Management, LLC, our wholly-owned subsidiary, acquired 100% of the membership interests in24th* Street Asset Management LLC, from the members of24th Street for cash and BOC Class A common stock valued at $5,016,494 in the aggregate. Prior to the transaction, BOAM indirectly owned 48% of the membership interests of24th Street. The consideration consisted of $2,759,072 in cash paid at closing, an additional $1,254,102 in cash subject to holdback, and 45,644 shares of BOC Class A common stock. Our purchase price allocation related to24th Street Asset Management includes carried interest and goodwill of $9,110,478 and $536,626, respectively.

Broadband Acquisitions

On* June 16, 2023,*our subsidiary, FIF St. George, acquired from Pro Communication and Construction Services, LLC, which we refer to as “ProComm,” broadband construction equipment and related assets for a purchase price of $2,881,000 paid in cash. The acquisition was completed for the purpose of expanding our broadband presence in the Western United States. Our final purchase price allocation related to ProComm includes property, plant and equipment, intangibles, and goodwill of $844,500, $1,046,000 and $990,500, respectively. The intangible assets primarily include customer relationships which have a useful life offifteen years.

On* October 24, 2023,*our subsidiary, FIF St. George, acquired from Cable Systems, LLC, which we refer to as “Cable Systems”, substantially all of the business assets and related assets for a purchase price of $4,375,000. The consideration consisted of $3,937,500 in cash paid at closing, and an additional $437,500 in cash subject to holdback. The acquisition was completed for the purpose of expanding our broadband presence in the Western United States. Ourfinal purchase price allocation related to Cable Systems includes property, plant and equipment, intangibles, and goodwill of $1,664,240, $1,797,000 and $913,760, respectively. The intangible assets include customer relationships which have a useful life offifteen years.

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NOTE6. BUSINESS ACQUISITIONS (Continued)

Pro Forma Information

The following is the unaudited pro forma information assuming all business acquisitions occurred on* January 1, 2023.*For all of the business acquisitions, depreciation and amortization have been included in the calculation of the pro forma information provided below, based upon the actual acquisition costs. Depreciation is computed on the straight-line method over the estimated remaining economic lives of the assets, ranging from four years totwenty years. Amortization is computed on the straight-line method over the estimated useful lives of the assets ranging from five years tofifty years.

The information included in the pro forma amounts is derived from historical information obtained from the sellers of the businesses.

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**NOTE7. **INTANGIBLE ASSETS

Intangible assets consist of the following:

Future Amortization

The future amortization associated with the intangible assets is as follows:

Amortization expense for thenine months ended* September 30, 2024and2023* was $5,746,002 and $5,510,794, respectively.

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NOTE7. INTANGIBLE ASSETS (Continued)

As of* September 30, 2024*, the weighted average amortization period, in months, for intangible assets is as follows:

NOTE8. INVESTMENTS**, INCLUDING INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD**

Short-term Investments

Short-term investments consist of U.S. Treasury securities and common stock warrants. The U.S. Treasury securities are held by UCS, classified as held to maturity, mature in less thantwelve months, and are reported at amortized cost which approximates fair value. Our common stock warrants of Sky Harbour Group Corporation are measured at fair value, with any unrealized holding gains and losses during the period included in earnings.

Marketable Equity Securities

Our marketable equity securities are publicly traded stocks measured at fair value using quoted prices for identical assets in active markets and classified as Level1 within the fair value hierarchy. Our marketable equity securities are held by UCS. Marketable equity securities as of* September 30, 2024* and* December 31, 2023* are as follows:

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U.S. Treasury Trading 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 debt securities 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 as of* September 30, 2024* and* December 31, 2023* are as follows:

Long-term Investments

Long-term investments consist of U.S. Treasury securities held to maturity, investments in special purpose entities, and equity investments inthree private companies. We have the intent and the ability to hold the U.S. Treasury securities to maturity. Treasury securities are stated at amortized cost which approximates fair value and are held by UCS.

24th Street Fund I &24th Street Fund II

On* May 1, 2023,our subsidiary, Boston Omaha Asset Management, LLC, acquired 100% of the membership interests in24th* Street Asset Management LLC, from the members of24th Street other than BOAM, for cash and BOC Class A common stock for a total purchase price of $5,016,494 in the aggregate. Prior to the transaction, BOAM indirectly owned 48% of the membership interests of24th Street. The consideration consisted of $2,759,072 in cash at closing, an additional $1,254,102 in cash subject to holdback, and 45,644 shares of BOC Class A common stock.

As a result of the transaction, we began consolidating24th Street and the24th Street Funds, for which24th Street serves as general partner, beginning in thesecond quarter of fiscal2023. Also, in connection with the acquisition, we recognized a non-cash gain of approximately $4,600,000 within ‘Equity in income of unconsolidated affiliates’ related to the remeasurement of our previously held interest in24th Street Asset Management as of* May 1, 2023.*

Each of the24th Street Funds holds investments in special purpose entities whose primary assets are real estate property. We include the24th Street Funds’ investments in special purpose entities within long-term investments in our Consolidated Balance Sheets.

Equity Investments

During* May 2018,we invested $19,058,485 in voting common stock of CB&T Holding Corporation, which we refer to as “CB&T,” the privately held parent company of Crescent Bank & Trust. Our investment represents 15.60% of CB&T’s outstanding common stock. CB&T is a closely held corporation, whose majority ownership rests withone* family.

In* July 2023,we invested approximately $3,000,000 in voting preferred stock of MyBundle.TV Inc., which we refer to as “MyBundle.” The preferred stock hasone* vote per share and is convertible into whole shares of common stock, determined according to the conversion formula contained in MyBundle’s amended and restated articles of incorporation.

We reviewed our investments as of* September 30, 2024* and concluded thatno impairment to the carrying value was required.

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Investment in Unconsolidated Affiliates

We have various investments in equity method affiliates, whose businesses are in real estate, real estate services, and private aviation infrastructure. One of the investments in affiliates, Logic Real Estate Companies, LLC, which we refer to as “Logic,” is managed by an entity controlled by a member of our board of directors.

Sky Harbour Group Corporation

In* October 2020,our subsidiary BOC Yellowstone LLC, served as sponsor for the underwritten initial public offering of a special purpose acquisition company named Yellowstone Acquisition Company. Yellowstone sold in its public offering 13,598,898 units at a price of $10.00 per unit, each unit consisting ofone share of Class A common stock and a redeemable warrant to purchaseone-half of a share of Class A common stock at an exercise price of $11.50 per share. Between Augustand November 2020,we invested, through BOC Yellowstone, approximately $7.8 million through the purchase of 3,399,724 shares of Class B common stock and 7,719,779 non-redeemable private placement warrants, each warrant entitling us to purchaseone share of Class A common stock at $11.50 per share. BOC Yellowstone, as the sponsor of Yellowstone and under the terms of the public offering, owned approximately 20% of Yellowstone’s issued and outstanding common stock. The purpose of the offering was to pursue a business combination in an industry other than thethree* industries in which we owned and operated businesses at that time: outdoor advertising, surety insurance, and broadband services businesses. The Units were sold at a price of $10.00 per unit, generating gross proceeds to Yellowstone of $125,000,000, and traded on the NASDAQ Stock Market, LLC under the ticker symbol “YSACU.” After the securities 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.

On* August 1, 2021,Yellowstone entered into a business combination agreement with Sky Harbour LLC (“SHG”), a developer of private aviation infrastructure focused on building, leasing, and managing business aviation hangars. On September 14, 2021,*our subsidiary BOC YAC Funding LLC completed the previously-announced investment of $55 million in Series B Preferred Units of SHG. In addition to our $55 million investment, we also agreed to provide SHG an additional $45 million through the purchase of additional shares of Yellowstone Class A common stock at a price of $10 per share through a private placement investment (“PIPE”).

On* January 25, 2022,*Yellowstone completed the previously announced proposed business combination with SHG following stockholder approval. As a result, SHG became a consolidated subsidiary of Yellowstone and Yellowstone was renamed Sky Harbour Group Corporation, which we refer to as “Sky Harbour.” In connection with the business combination, our Series B Preferred Units of SHG converted into 5,500,000 shares of Sky Harbour Group Class A common stock at a price of $10 per share. Also, in connection with the business combination, we entered into a subscription agreement with Sky Harbour, pursuant to which Sky Harbour sold to us 4,500,000 shares of Class A common stock at a price of $10 per share, for total cash consideration of $45 million.

During thefirst quarter of fiscal2022, we recognized a non-cash gain of $24,977,740 related to our deconsolidation of Yellowstone, which is included within other income on our Consolidated Statement of Operations. Of the total gain recognized on deconsolidation, approximately $10,000,000 relates to the remeasurement of our retained investment in Sky Harbour via the Sponsor shares, Series B Preferred Units, and PIPE investment, each of which converted into shares of Sky Harbour’s Class A common stock on the transaction date, and approximately $15,000,000 relates to the deconsolidation of Yellowstone’s assets and liabilities as of the transaction date. The fair value of our retained investment at the deconsolidation date was measured based upon the observable trading price of Sky Harbour’s Class A common stock. Subsequent to the business combination, we account for our equity investment in Sky Harbour under the equity method.

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On* November 2, 2023,Sky Harbour entered into a Securities Purchase Agreement with certain investors, pursuant to which Sky Harbour agreed to sell and issue to the Investors at an initial closing an aggregate of 6,586,154 shares of the Company’s Class A common stock, par value $0.0001 per share and accompanying warrants to purchase up to an aggregate of 1,141,600 shares of Class A Common Stock, for an aggregate purchase price of $42,810,000. On November 29, 2023,Sky Harbour sold and issued to the Investors an aggregate of 2,307,692 PIPE Shares of the Company's Class A common stock, par value $0.0001 per share and accompanying PIPE warrants to purchase an aggregate of 400,000 shares of Class A Common Stock for an aggregate purchase price of $15,000,000. Together with thefirst* closing on* November 2, 2023,the aggregate PIPE financing through the Purchase Agreement totaled $57,810,000. In connection with Sky Harbour's financing transactions occurring in November 2023,*we recorded a dilution loss of approximately $2,200,000 within ‘Equity in income of unconsolidated affiliates’ to reflect the decrease in our ownership of Sky Harbour's net assets.

All the shares of Sky Harbour Class A common stock and Sky Harbour warrants to purchase Class A common stock that we hold have been registered under the Securities Act. However, our ability to resell any significant portion of these shares is limited by both the large number of shares and warrants we hold relative to the average trading volume of these securities which* mayprevent us from selling shares as we retainone* seat on Sky Harbour’s Board of Directors. The terms of the Sky Harbour business combination prohibited us from selling any of our securities in Sky Harbour prior to* January 25, 2023and has since expired. The carrying value of our investment in Sky Harbour’s Class A common stock as of September 30, 2024* is approximately $72,900,000. If our investment in Sky Harbour’s Class A common stock was accounted for at fair value based on its quoted market price as of * September 30, 2024*it would be valued at approximately $137,300,000.

The following table is a reconciliation of our investments in equity affiliates as presented in investments in unconsolidated affiliates on our consolidated balance sheets, together with combined summarized financial data related to the unconsolidated affiliates:

Combined summarized financial data for these affiliates is as follows:

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**NOTE9. **FAIR VALUE

The fair value hierarchy prioritizes inputs to valuation techniques used to measure fair value intothree broad levels:

Level1** — Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities.

Level2** — Inputs other than quoted prices in active markets that are observable either directly or indirectly, including: quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that arenot active or other inputs that are observable or can be corroborated by observable market data.

Level3** — Unobservable inputs that are supported by little orno market data and require the reporting entity to develop its own assumptions.

At* September 30, 2024* and* December 31, 2023*, our financial instruments included cash, cash equivalents, receivables, marketable securities, investments, accounts payable, and long-term debt. The carrying value of cash, cash equivalents, receivables, and accounts payable approximates fair value due to the short-term nature of the instruments. The carrying value of borrowings, if any, under our revolving line of credit facility approximates fair value because of the variable market interest rate charged to us for these borrowings. The fair value of borrowings under our term loan facility is estimated using quoted prices for similar debt (level2 in the fair value hierarchy). At* September 30, 2024*, the estimated fair value of our term loan borrowings included within long-term debt was $24,589,800, which is less than the carrying amount of $26,731,376.

Warrants

Our Private Placement warrants related to Sky Harbour are considered level2 and measured at fair value using observable inputs for similar assets in an active market. Our re-measurement of the Private Placement warrants from* January 1, 2024to September 30, 2024* and* January 1, 2023to September 30, 2023,*resulted in gains of approximately $11,800,000 and $12,000, respectively, which are included within "Other investment income" within our Consolidated Statements of Operations.

Fund I, Fund II and BFR Special Purpose Entities

We report fund investments on our Consolidated Balance Sheets at their estimated fair value, with gains (losses) resulting from changes in fair value reflected within "Other investment income" in the accompanying Consolidated Statements of Operations. Each of the24th Street Funds’ and BFR's investments in special purpose entities invested in real estate are categorized in Level3 of the fair value hierarchy. The primary asset held by each special purpose entity is real estate property, for whichthird-party appraisals were obtained. Appraisals on the investments in special purpose entities used an income capitalization and/or comparable sales approach to value the underlying real estate property. The income capitalization approach used capitalization rates ranging from 6.50% to 6.75%. The comparable sales approach used observable market transactions to value the underlying real estate property.

As of* September 30, 2024*, the aggregate fair value of the24th Street Funds’ and BFR's investments in special purpose entities was approxim ately $41,700,000.

Marketable Equity Securities

On an investment life-to-date basis, we have realized net gains on the sale of equity securities within the marketable equity portfolio held at Boston Omaha of approximately $84,000,000. These amounts exclude any realized gains on equity securities held within the marketable equity portfolio managed by UCS.

Sky Harbour Group Corporation Class A common stock

We account for our 18.6% equity interest in Sky Harbour, comprised of 12,440,642 shares of Class A common stock, under the equity method. If our investment in Sky Harbour’s Class A common stock was accounted for at fair value based on its quoted market price as of * September 30, 2024*, it would be valued at approximately $137,300,000.

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NOTE9. FAIR VALUE (Continued)

Marketable Equity Securities and U.S. Treasury Trading Securities

Marketable equity securities and U.S. Treasury trading securities are reported at fair values. Substantially all of the fair value is determined using observed prices of publicly traded securities, level1 in the fair value hierarchy.

NOTE10**.**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 our outdoor advertising and broadband assets. The following table reflects information related to our asset retirement obligations:

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NOTE11**.**CAPITAL STOCK

On* April 25, 2022,we filed a new shelf registration statement on Form S-3 (FileNo.* 333-264470) that was declared effective on* May 11, 2022,relating to the 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 the Company for up to $500,000,000. Additionally, in the2022* Shelf Registration Statement, we have registered for resale up to 8,297,093 shares of Class A common stock acquired in2018 or earlier in private placements in accordance with the terms of a2018 registration rights agreement. We willnot receive any proceeds from the sale of Class A common stock by the selling shareholders. The selling stockholders are the Massachusetts Institute of Technology, or “MIT,” as well as238 Plan Associates LLC, an MIT pension and benefit fund and a limited partnership holding our Class A common stock for the economic benefit of MIT. We* may,from time to time, inone* or more offerings, offer and sell Class A common stock or preferred stock, various series of debt securities and/or warrants. We or any selling security holders* mayoffer these securities from time to time in amounts, at prices and on terms determined at the time of offering. We maysell these securities to or throughone* or more underwriters, dealers or agents, or directly to purchasers on a delayed or continuous basis. Unless otherwise set forth in an applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities that we offer for general corporate purposes, including, butnot limited to, financing our existing businesses and operations, and expanding our businesses and operations through additional hires, strategic alliances, and acquisitions. Unless otherwise set forth in a prospectus supplement, we willnot receive any proceeds from the sale of securities by any selling stockholders.

On* December 8, 2022,we entered into an “at the market” equity offering program (the “ATM Program”) pursuant to a Sales Agreement (the “Sales Agreement”) by and between us and Wells Fargo Securities, LLC (“WFS”). This ATM Program is consistent with our historical practice of having available to management the option to issue stock from time to time in order to continue to fund the growth of our fiber-to-the-home broadband business, acquire additional billboards, and make other such investments in assets as needed to seek to grow intrinsic value per share. Our general preference is always to have options available to us from a capital allocation perspective which includes, but isnot* limited to, having a regularly filed ATM program. Pursuant to the terms of the Sales Agreement, we* maysell, from time to time, shares of our Class A common stock, with an aggregate sales price of up to $100,000,000 through WFS, in transactions that are deemed to be “at the market” offerings as defined in Rule415* of the Securities Act of1933, as amended (the “Securities Act”).

Upon delivery of a placement notice (a “Placement Notice”) and upon the terms and subject to the conditions of the Sales Agreement, WFS will use reasonable efforts consistent with its normal trading and sales practices, applicable laws and the rules of the New York Stock Exchange (“NYSE”) to sell the shares of Class A common stock from time to time based upon our instructions for the sales, including price, time, or size limits specified, and otherwise in accordance with, the terms of such Placement Notice. Pursuant to the Sales Agreement, WFS* maysell shares of Class A common stock by any method permitted by law deemed to be an “at the market” offering as defined in Rule415* of the Securities Act, including without limitation sales made through the NYSE or on any other existing trading market for the Class A common stock. Notwithstanding the foregoing, WFS* may**not* purchase shares of Class A common stock for its own account as principal unless expressly authorized to do so by the Company.

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NOTE11**.CAPITAL STOCK (Continued)**

We intend to use the net proceeds from the ATM Program, after deducting WFS’ commissions and our offering expenses, for general corporate purposes, which* mayinclude financing our existing businesses and operations, and expanding our businesses and operations through additional acquisitions and minority investments, and additional hires. Such expansion mayinclude future billboard acquisitions, broadband acquisitions, acquisitions of surety insurance companies and other growth of the Company’s insurance activities, additional investments in real estate management, homebuilding and other real estate service businesses, additional investments in subprime automobile lending, and acquisitions of other businesses. We havenot* determined the amount of net proceeds to be used for any specific purpose, and management will retain broad discretion over the allocation of net proceeds. While the Company hasno current agreements, commitments or understandings for any specific acquisitions at this time, it* may*use a portion of the net proceeds for these purposes.

From* January 1, 2023through December 31, 2023*,we sold 1,532,065 shares of our Class A common stock under the ATM Program for gross proceeds of $37,526,663. For sales of Class A common stock by WFS, we paid WFS a commission at a rate of 3% of the gross sales price per share. In addition, we have agreed to pay certain expenses incurred by WFS in connection with the offering. We didnot sell any shares of our Class A common stock under the ATM program during thefirst three quarters of2024. We haveno obligation to sell any shares under the Sales Agreement and* may*at any time suspend the offering of the ATM Program under the Sales Agreement. The Sales Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which we and WFS have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The ATM Program pursuant to the Sales Agreement will automatically terminate upon the issuance and sale of all the shares through WFS in an aggregate amount of $100,000,000. We also have the right to terminate the ATM Program with WFS upon notice to WFS without penalty.

On* July 23, 2024,the Board approved and authorized a share repurchase program (the “Share Repurchase Program”), pursuant to which the Company intends to repurchase up to $20 million of its Class A common stock, from time to time, in the open market, privately negotiated transactions, or otherwise in compliance with Rule10b*-18 under the Securities Exchange Act of1934. The Board also authorized the Company, in its discretion, to establish “Rule10b5-1 trading plans” for these share repurchases. The Share Repurchase Program went into effect on or about* August 15, 2024,following the release of the quarterly report on Form10*-Q for the quarter ended* June 30, 2024and will terminate on September 30, 2025,unless earlier terminated in the discretion of the Board. The actual timing, number, and value of shares repurchased under the Share Repurchase Program will depend on a number of factors, including constraints specified in applicable SEC regulations, price, general business and market conditions, and alternative investment opportunities. Pursuant to the Share Repurchase Program, the Company isnot* obligated to repurchase any specific number of shares of its Class A common stock and shallnot repurchase more than 25% of the average daily volume of its stock over the previous20 trading days. During thethree months ended* September 30, 2024*, we repurchased 97,262 shares of our Class A common stock for a total cost of $1,380,180.

At* September 30, 2024*, there were 52,778 outstanding warrants for our Class B common stock and 784 outstanding warrants for our Class A common stock. Each share of Class B common stock is identical to Class A common stock in liquidation, dividend and similar rights. The only differences between our Class B common stock and our Class A common stock are that each share of Class 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 without the approval of the holders of the Class B common stock.

A summary of warrant activity for thenine months ended* September 30, 2024* is presented in the following table.

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NOTE11**.CAPITAL STOCK (Continued)**

Separation Agreement with Alex Rozek

Separation and Benefits

On* May 9, 2024,the Company, Alex R. Rozek, and certain other parties set forth therein, entered into a Separation and Stock Repurchase Agreement (the “Separation Agreement”). Effective as of May 9, 2024,*Mr. Rozek resigned as an officer and director of the Company and all of its direct and indirect subsidiaries, other than as a member of the board of directors of Sky Harbour.

Securities Repurchase

Pursuant to the Separation Agreement, the Company repurchased from Mr. Rozek and Boulderado Partners, LLC, an entity controlled by Mr. Rozek, in the aggregate,210,000 shares of Company Class A Common Stock,527,780 shares of Company Class B Common Stock, and 51,994 warrants to acquire 51,994 shares of Company Class B Common Stock.

The price of the Class A shares repurchased was based on the30-trading day volume-weighted average price of the Class A Common Stock for the30 trading days endingtwo trading days prior to the execution of the Separation Agreement. The price of the Class B shares repurchased was based on the30-trading day volume-weighted average price of the Class A Common Stock for the30 trading days endingtwo trading days prior to the execution of the Separation Agreement plus a blocking/control premium, for which management employed athird-party valuation expert.

The aggregate purchase price paid to Mr. Rozek was $9,175,605, comprised of cash payments of $8,800,480 and 36,705 shares of Class A Common Stock of Sky Harbour. The aggregate purchase price paid to Boulderado was $9,951,113, comprised of cash payments of $7,960,891 and 194,738 shares of Class A Common Stock of Sky Harbour.

Separation and Benefits

Pursuant to the Separation Agreement, (a) we transferred to Mr. Rozek 200,000 shares of Class A Common Stock, par value $0.0001 of Sky Harbour, as consideration for his efforts in connection with the successful launch of Sky Harbour, (b) Mr. Rozek received severance of $960,000, to be paid in equal monthly installments for a period of18 months, and (c) Mr. Rozek received employee benefits of $75,000, to be paid in equal monthly installments for a period of18 months, each of which are included within "Employee costs" within our consolidated statements of operations.

Mr. Rozek agreed to customary non-solicitation, non-competition, confidentiality, cooperation, and return of property covenants. As consideration for entering into a non-competition agreement, we paid Mr. Rozek $250,000.

In addition, Mr. Rozek and the named executive officers and board of directors of the Company agreed to a mutual non-disparagement covenant, and the Company agreed, subject to certain conditions, to retain Mr. Rozek as its representative on the board of directors of Sky Harbour until* December 31, 2026.*

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NOTE12. LONG-TERM DEBT

Link Credit Facility

On* August 12, 2019,Link Media Holdings, Inc., (“Link”), a wholly owned subsidiary of Boston Omaha Corporation (“BOC”), which owns and operates BOC’s billboard businesses, 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 provided an initial term loan (“Term Loan1”), an incremental term loan (“Term Loan2”) and a revolving line of credit. Link initially borrowed approximately $18,000,000 under Term Loan1* and $5,500,000 under Term Loan2. These loans are secured by all 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 has joined as a guarantor to the obligations under the Credit Agreement. These loans arenot guaranteed by BOC or any of BOC’s non-billboard businesses.

On* December 6, 2021,Link entered into a Fourth Amendment to the Credit Agreement with the Lender which modified the original Credit Agreement by merging all outstanding principal amounts under both Term Loan1* and Term Loan2 intoone term loan (the “Term Loan”) having a fixed interest rate of 4.00% per annum, and increasing the total Term Loan borrowing limit to $30,000,000.

On* May 31, 2022,Link entered into a Fifth Amendment to the Credit Agreement with the Lender which modified the Credit Agreement by extending the period of time under which Link mayissue to BOC a cash dividend from January 31, 2022to June 30, 2022*in the amount up to $8,125,000 in the aggregate.

On* April 6, 2023,Link entered into a Sixth Amendment to Credit Agreement (the “Sixth Amendment”) with the Lender. The Sixth Amendment modifies the Credit Agreement to provide additional flexibility for Link in making “Investment Capital Expenditures” byno* longer deducting expenditures which qualify as Investment Capital Expenditures from EBITDA in calculating the Consolidated Fixed Charge Coverage Ratio. As a result, only “Maintenance Capital Expenditures” shall be deducted from EBITDA in testing the Consolidated Fixed Charge Coverage Ratio. The amount of unfunded Investment Capital Expenditures (Investment Capital Expenditures other than expenditures funded by BOC) allowable during any test period shallnot exceed the Investment Capital Expenditure Available Amount during such test period.

On* September 22, 2023,*Link entered into a Seventh Amendment to the Credit Agreement with the Lender which modified the Credit Agreement by increasing the maximum availability under the revolving line of credit loan facility from $5,000,000 to $10,000,000.

On* February 14, 2024,*Link entered into an Eighth Amendment to the Credit Agreement with the Lender which modified the Credit Agreement to provide additional flexibility for Link to issue dividends to BOC.

On* May 30, 2024,*Link entered into a Ninth Amendment to the Credit Agreement with the Lender which modified the Credit Agreement by increasing the maximum availability under the revolving line of credit loan facility from $10,000,000 to $15,000,000.

As of* September 30, 2024*, Link has borrowed $30,000,000 through the Term Loan under the Credit Facility. Principal amounts under the Term Loan are payable in monthly installments according to a25-year amortization schedule. Principal payments commenced on* July 1, 2020for amounts previously borrowed under Term Loan1* and* October 1, 2020for amounts previously borrowed under Term Loan2.* The Term Loan is payable in full on* December 6, 2028.*

The revolving line of credit loan facility has a $15,000,000 maximum availability. Interest payments are based on the30-day U.S. Prime Rate minus an applicable margin ranging between 0.65% and 1.15% dependent on Link’s consolidated leverage ratio. The revolving line of credit is due and payable on* August 12, 2026.*

Long-term debt included within our consolidated balance sheet as of* September 30, 2024* consists of Term Loan borrowings of $26,731,376, of which $842,893 is classified as current. As of* September 30, 2024*, there was $9,600,000 outstanding related to the revolving line of credit, which is included within long-term debt in our consolidated balance sheets.

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 ending on the last day of any fiscal quarter of Link (a) beginning with the fiscal quarter ended* June 30, 2024ofnot* greater than 3.50 to1.00, (b) beginning with the fiscal quarter ending* December 31, 2026ofnot* greater than 3.25 to1.00 and (c) beginning with the fiscal quarter ending* December 31, 2027and thereafter ofnot* greater than 3.00 to1.00, and a minimum consolidated fixed charge coverage ratio ofnot less than 1.15 to1.00 measured quarterly, based on rollingfour quarters. The Company was in compliance with these covenants as of* September 30, 2024*.

The Credit Agreement includes representations and warranties, reporting covenants, affirmative covenants, negative covenants, financial covenants and events 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 of certain insolvency and bankruptcy events of default the loans will automatically accelerate.

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Boston Omaha Broadband Credit Facility

On* September 17, 2024,three operating subsidiaries of Boston Omaha Broadband, LLC (“BOB”) entered into a Credit Agreement (the “Credit Agreement”) with First National Bank of Omaha (the “Lender”) under which certain subsidiaries of BOB can borrow up to $20,000,000 in the aggregate in term loans (the “Credit Facility”). Thethree operating subsidiaries which are the borrowers under the Credit Agreement are FIF AireBeam, LLC, FIF St. George, LLC, and FIF Utah, LLC (collectively, the “Borrowers”). The loan is guaranteed by BOB but isnot* guaranteed by BOC or any other businesses owned by BOC and its other subsidiaries. The loans under the Credit Facility are secured by all assets of each of the Borrowers. Funds available under the Credit Facility are to be used for capital expenditures associated with capital acquisition and leasing of capital equipment for expansion of the Borrowers’ businesses and must be drawn by* September 16, 2025.*

The Credit Agreement provides for incremental drawdowns of the term loan in minimum increments of $1,000,000. Each term loan is duefive years following the borrowing date of such term loan. Principal under each term loan is amortized in equal monthly payments over a 10-year period from the date of each term loan. Interest under each term loan accrues at the “Applicable Margin,” which is set at (a)2.75% per annum with respect to any SOFR Loan, and (b)1.75% per annum with respect to any Base Rate Loan. There is a fee during thefirst year of the Credit Facility equal to 0.25% of any unused portion of the $20 million loan commitment.

Pursuant to the Credit Agreement, BOB is required to comply with the following financial covenants: A consolidated leverage ratio for any test period ending on the last day of any fiscal quarter of BOB ofnot greater than 3.50 to1.00, a minimum consolidated fixed charge coverage ratio ofnot less than 1.15 to1.00 measured quarterly, based on rollingfour quarters, and maximum capital expendituresnot exceeding Consolidated Adjusted EBITDA less dividends and distributions paid to BOB, the cash portion of taxes, unfinanced maintenance capital expenditures, principal amortization payments or redemptions on indebtedness to be paid in cash, cash payments made with respect to capital lease obligations during the period, and cash interest expense for the period.

The Credit Agreement includes representations and warranties, reporting covenants, affirmative covenants, negative covenants, financial covenants, and events of default customary for financings of this type. Upon the occurrence of an event of default the Lender* may*accelerate the loan. Upon the occurrence of certain insolvency and bankruptcy events of default the loan will automatically accelerate. All assets of the Borrowers, their Subsidiaries and BOB are secured by the grant of a security interest in substantially all of their assets to the Lender.

As of* September 30, 2024,*there wereno amounts outstanding under the Credit Agreement.

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NOTE*13***.**LEASES

We enter into operating lease contracts primarily for land and office space. Agreements are evaluated at inception to determine whether such arrangements contain a lease. Operating leases include land lease contracts and contracts for the use of office space.

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 obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease 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 for inflationary changes. Percentage rent contracts, in which lease expense is calculated as a percentage of advertising revenue, and payments due to changes in inflationary 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 in minimum 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 donot contain any material residual value guarantees or material restrictive covenants.

The implicit rate within our lease agreements is generallynot determinable. As such, we use the incremental borrowing rate, which we refer to as “IBR,” to determine the present value of lease payments at the commencement of the lease. The IBR, as defined in ASC842, is “the rate of interest that a lessee would have to 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 is as follows:

Supplemental cash flow information related to operating leases is as follows:

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NOTE*13***.**** LEASES (Continued)**

Operating Lease Assets and Liabilities

Maturity of Operating Lease Liabilities

As of* September 30, 2024*, our operating leases have a weighted-average remaining lease term of 16.14 years and a weighted-average discount rate of 5.10%.

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NOTE14**.IN****DUSTRY SEGMENTS**

This summary presents our current segments, as described below.

General Indemnity Group, LLC

GIG conducts our insurance operations through its subsidiaries, SCS and UCS. Revenue consists of surety bond sales, insurance commissions, and investment and other income. GIG’s corporate resources are used to support SCS and UCS, and to make additional business acquisitions in the insurance industry.

Link Media Holdings, LLC

LMH conducts our billboard rental operations. LMH billboards are located in Alabama, Arkansas, Florida, Georgia, Illinois, Iowa, Kansas, Missouri, Nebraska, Nevada, Oklahoma, South Dakota, Tennessee, Virginia, West Virginia, and Wisconsin.

Boston Omaha Broadband, LLC

BOB conducts our broadband operations. BOB provides high-speed broadband services to its customers located mainly in Arizona, Florida, Nevada, and Utah.

Boston Omaha Asset Management, LLC

BOAM conducts our asset management operations. We commenced reporting BOAM as a separate segment based on our acquisition of24th Street Asset Management on* May 1, 2023.*BOAM’s prior segment information has been retroactively restated as a result of meeting the requirements for segment reporting.

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NOTE*14***.INDUSTRY SEGMENTS (Continued)**

**NOTE15. **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 thenine months ended* September 30, 2024* and2023:

For thenine months ended* September 30, 2024* and* September 30, 2023* , there was an unfavorable and favorable prior year’s loss development which was the result of a re-estimation of amounts ultimately to be paid on prior year losses and loss adjustment expense. Original estimates are increased or decreased as additional information becomes known regarding individual claims.

NOTE*16***.**CUSTODIAL RISK

As of* September 30, 2024*, we had approximately $18,900,000 in excess of federally insured limits on deposit with financial institutions.

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NOTE17. REDEEMABLE NONCONTROLLING INTEREST

On* April 2, 2024,we entered into agreements with the minority members of each of FIF Utah, LLC and FIF St. George, LLC, entities controlled by us as majority member. Under these agreements, the minority members of each of the entities exchanged their membership interests in the LLCs for unregistered shares of Boston Omaha Class A common stock. Under the securities exchange agreements, Alpine Networks, Inc., a company owned by Steven McGhie, the then Chief Executive Officer of Boston Omaha Broadband, and the sole owner of the minority interest in FIF Utah, LLC, exchanged its approximate 17% interest in FIF Utah, LLC for 275,611 shares of Boston Omaha Class A common stock, which for purposes of the transaction was valued at approximately $4,400,000. Thetwo* owners of the minority interests in FIF St. George, LLC exchanged their combined 20% interest in FIF St. George, LLC for 563,750 shares of Boston Omaha Class A common stock, which for purposes of the transaction was valued at approximately $9,000,000. As a result, Boston Omaha Broadband, LLC, our wholly-owned subsidiary, now owns 100% of the membership interests in each of FIF Utah, LLC and FIF St. George, LLC.

In each transaction, the value for the unregistered Boston Omaha Class A common stock was calculated based on the volume weighted average trading price of a share of Boston Omaha Class A common stock for the30 trading days ended* March 28, 2024*as reported on the New York Stock Exchange. The difference between the fair value of the Class A shares issued and the carrying balance of the noncontrolling interests at the date of the transaction is recorded within additional paid in capital within our consolidated balance sheets.

**NOTE18. **SUBSEQUENT EVENTS

Subsequent to* September 30, 2024*, Boston Omaha Broadband borrowed $3,500,000 pursuant to the Credit Agreement established with First National Bank of Omaha established during thethird quarter of fiscal2024.

On* October 25, 2024,Sky Harbour completed the initial closing of its previously-announced equity raise, issuing 3,955,790 PIPE shares of its Class A Common stock to investors with whom it had previously entered into a securities purchase agreement, for an aggregate purchase price of $37,580,005. The investors have the option to purchase up to an aggregate of 3,955,790 additional shares of Class A Common Stock in asecond* closing to occur on or before* December 20, 2024,for an aggregate purchase price of up to $37,580,005. The amount of thesecond* closing shares, if any, to be issued will be determined by each investor, and thesecond closing will occur, if at all, at the sole discretion of the investors, on or before* December 20, 2024,*subject to customary closing conditions.

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