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Note 17 - Subsequent Events | 3 Months Ended
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Mar. 31, 2024
Notes to Financial Statements |
Subsequent Events [Text Block] | NOTE 17. SUBSEQUENT EVENTS 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, which were the original owners of the businesses we acquired in 2020 and 2022, respectively, 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 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. The two 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. 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 the 30 trading days ended March 28, 2024 as reported on the New York Stock Exchange. 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. Under the original operating agreements established for each of FIF Utah LLC and FIF St. George, LLC, each of the sellers and Boston Omaha held put and call rights for the sellers' membership interests. In April 2024, we received distributions totaling approximately $10.5 million from the 24th Street Funds and BFR fund, which was previously included in "Cash held by BOAM funds and other" within our consolidated balance sheet. Separation Agreement with Alex Rozek 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 from his positions as Co-Chief Executive Officer and as the Co-Chairperson and member of the Board of Directors (the “Board”) of the Company. Mr. Rozek’s resignations were not the result of a disagreement with the Company on any matter related to the Company’s operations, policies or practices. Separation and Benefits 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 Group Corporation (“Sky Harbour”). The parties agreed that such resignation is deemed without “Cause” and without “Good Reason,” in each case, pursuant to Mr. Rozek’s employment agreement with the Company. Pursuant to the Separation Agreement, the parties have agreed that (a) the Company will cause its subsidiary to transfer to Mr. Rozek 200,000 shares of Class A Common Stock, par value $0.0001 of Sky Harbour (“SKYH Shares”), as consideration for his efforts in connection with the successful launch of Sky Harbour, (b) Mr. Rozek will receive severance of $960,000, to be paid in equal monthly installments for a period of 18 months following the Release Effective Date (as defined below), and (c) Mr. Rozek will receive employee benefits of $75,000, to be paid in equal monthly installments for a period of 18 months following the Release Effective Date (as defined below). In consideration thereof, Mr. Rozek has agreed to customary non-solicit, non-competition, confidentiality, cooperation, and return of property covenants. As additional consideration for entering into a non-competition agreement, the Company will pay Mr. Rozek $250,000 within three (3) business days of the Release Effective Date (as defined below). In addition, (a) Mr. Rozek and the named executive officers and board of directors of the Company agreed to a mutual non-disparagement covenant and (b) 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. As a condition to the foregoing benefits and the Company’s obligations under the Separation Agreement, Mr. Rozek entered into a mutual general release of claims (the “General Release”) with the Company. The foregoing benefits will only be provided if Mr. Rozek does not revoke the General Release, with such benefits payable within three (3) business days following May 16, 2024, the last date on which Mr. Rozek may revoke the General Release (the “Release Effective Date”). Securities Repurchase Pursuant to Section 2 of the Separation Agreement, the Company agreed to repurchase from Mr. Rozek and Boulderado Partners, LLC, an entity controlled by Mr. Rozek (“Boulderado”, together with Mr. Rozek, the “Selling Parties”), in the aggregate, 210,000 shares of Company Class A Common Stock, par value $0.001 per share, 527,780 shares of Company Class B Common Stock, par value $0.001 per share (“Class B Common Stock”) and 51,994 warrants to acquire 51,994 shares of Company Class B Common Stock. Pursuant to the Separation Agreement, the Company agreed to repurchase from Mr. Rozek and Boulderado Partners, LLC, an entity controlled by Mr. Rozek (“Boulderado”, together with Mr. Rozek, the “Selling Parties”), in the aggregate, 210,000 shares of Company Class A Common Stock, par value $0.001 per share, 527,780 shares of Company Class B Common Stock, par value $0.001 per share (“Class B Common Stock”) and 51,994 warrants to acquire 51,994 shares of Company Class B Common Stock. The aggregate purchase price payable to Mr. Rozek is $9,175,600, comprised of (a) a cash payment of $8,800,480 and (b) 36,705 shares of Class A Common Stock, par value $0.0001 of Sky Harbour Group Corporation (“Sky Harbour” and such shares, the “SKYH Shares”). The aggregate purchase price payable to Boulderado is $9,951,113.62, comprised of (a) a cash payment of $7,960,890.90 and (b) 194,738 SKYH Shares. In connection with such repurchase, the Selling Parties provided the Company with customary representations and warranties with respect to the sale of the securities it held, as well as agreed to joint and several indemnification obligations to the Company with respect to such representations and warranties and the statements set forth in the instruments transferring such securities to the Company. BOAM Matters Pursuant to the Separation Agreement, effective as of May 9, 2024, each of Mr. Rozek, Adam Peterson and Brendan Keating (the “Class C Holders”) (i) resigned as a manager of Boston Omaha Asset Management, LLC (“BOAM”), a subsidiary of the Company, (ii) forfeited all of his Class C Units (as defined in the Amended and Restated Limited Liability Company Agreement of BOAM, dated January 6, 2023 (the “BOAM LLCA”) to BOAM for no consideration, and (iii) delivered to BOAM a duly executed Form of Release (as defined in the BOAM LLCA) pursuant to Section 10.01(a) of the BOAM LLCA.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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