8-K/A

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): July 3, 2006

Otelco Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-32362	52-2126395
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

505 Third Avenue East, Oneonta, AL 35121

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (205) 625-3574

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

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

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

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

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

As previously reported on a current report on Form 8-K filed on July 5, 2006 (the “Original Filing”), on July 3, 2006, Otelco Inc. (“Otelco” or “we”) completed the acquisition of all of the outstanding shares of Mid-Maine Communications, Inc. (“Mid-Maine”). This current report on Form 8-K/A amends the Original Filing to include the financial statements and pro forma financial information required by Item 9.01 of Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired

The audited financial statements of Mid-Maine as of and for the years ended December 31, 2004 and 2005 are filed as Exhibit 99.1 to this current report on Form 8-K/A. The unaudited financial statements of Mid-Maine as of and for the six months ended June 30, 2005 and 2006 are filed as Exhibit 99.2 to this current report on Form 8-K/A.

(b) Pro forma financial information

The unaudited pro forma consolidated balance sheet as of June 30, 2006 and consolidated statements of income for the year ended December 31, 2005 and for the six months ended June 30, 2006 are filed as Exhibit 99.3 to this current report on Form 8-K/A.

(d) Exhibits

See Exhibit Index.

EXHIBIT INDEX

Exhibit No.	Description
23.1	Consent of Berry Dunn McNeil & Parker, an independent registered public accounting firm
99.1	Audited consolidated financial statements of Mid-Maine as of and for the years ended December 31, 2004 and 2005
99.2	Unaudited consolidated financial statements of Mid-Maine as of and for the six months ended June 30, 2005 and 2006
99.3	Unaudited pro forma consolidated balance sheet as of June 30, 2006 and consolidated statements of income for the year ended December 31, 2005 and for the six months ended June 30, 2006

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.

	OTELCO INC.
Date: September 18, 2006
	By:	/s/ Curtis L. Garner, Jr.
		Name: Curtis L. Garner, Jr.
		Title:   Chief Financial Officer

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Otelco Inc.

We consent to the incorporation in the Current Report on Form 8-K/A of Otelco Inc. of our report dated February 7, 2006 (except for Note 4, as to which the date is February 23, 2006, and notes 14 and 15, as to which the date is September 15, 2006), with respect to the consolidated balance sheets of Mid-Maine Communications, Inc and Subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of income, and accumulated deficit and cash flows for the years then ended.

/s/ Berry, Dunn, McNeil & Parker

BERRY, DUNN, MCNEIL & PARKER

September 18, 2006

EX-99.1

Exhibit 99.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REPORT

Board of Directors

Mid-Maine Communications, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Mid-Maine Communications, Inc. and Subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of income and accumulated deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Mid-Maine Communications, Inc. and Subsidiaries as of December 31, 2005 and 2004, and the consolidated results of their operations and their consolidated cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

As described in Note 14, the 2005 and 2004 financial statements have been restated to correctly report deferred charges, accounts receivable and deferred revenues.

/s/ Berry, Dunn, McNeil & Parker

Portland, Maine

February 7, 2006 (except for Note 4, as to which the date is February 23, 2006, and Notes 14 and 15, as to which the date is September 15, 2006)

MID-MAINE COMMUNICATIONS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (Restated)

December 31, 2005 and 2004

ASSETS

	2005		2004
Current assets
Cash and cash investments	$	458,545	$	368,546
Accounts receivable, net of allowance for doubtful accounts of $12,500 in 2005 and $38,700 in 2004		2,241,548		2,280,737
Materials and supplies		1,145,777		956,199
Prepaid expenses and other current assets		204,506		210,438
Rural Telephone Bank stock		372,667		-
Income taxes receivable		222,338		-
Total current assets		4,645,381		3,815,920
Property, plant and equipment
General support assets		5,727,777		5,414,609
Information origination/termination equipment		93,444		92,972
Central office equipment		20,631,343		18,579,420
Cable and wire facilities		15,194,913		14,749,773
		41,647,477		38,836,774
Less accumulated depreciation		23,811,832		20,627,674
		17,835,645		18,209,100
Plant held for future use		13,000		13,000
Telecommunications plant under construction		268,975		10,155
Net property, plant and equipment		18,117,620		18,232,255
Noncurrent assets
Goodwill		1,918,559		1,918,559
Investments in nontraded stocks		641,777		914,248
Deferred charges, net		589,160		749,233
Other noncurrent assets, net		248,914		400,997
Total noncurrent assets		3,398,410		3,983,037
	$	26,161,411	$	26,031,212

The accompanying notes are an integral part of these consolidated financial statements.

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LIABILITIES AND STOCKHOLDERS' EQUITY

	2005			2004
Current liabilities
Current portion of long-term debt	$	886,000		$	686,000
Accounts payable		1,352,735			1,635,556
Accrued expenses		1,079,834			1,072,178
Deferred revenue		1,076,418			1,097,069
Income taxes payable		-			39,324
Total current liabilities		4,394,987			4,530,127
Deferred income taxes		2,967,351			2,716,696
Long-term debt, excluding current portion		17,560,099			18,203,255
Total liabilities		24,922,437			25,450,078
Commitments and contingencies (Notes 5, 8, 11, 13 and 15)
Stockholders' equity
Common stock, par value $.01; 20,000 shares authorized, 3,513.27 shares issued and outstanding		35			35
Additional paid-in capital		2,570,568			2,570,568
Accumulated deficit		(1,331,629	)		(1,989,469	)
Total stockholders' equity		1,238,974			581,134
	$	26,161,411		$	26,031,212

The accompanying notes are an integral part of these consolidated financial statements.

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MID-MAINE COMMUNICATIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Income and Accumulated Deficit (Restated)

Years Ended December 31, 2005 and 2004

	2005			2004
Telecommunications revenue	$	22,047,203		$	20,237,561
Operating expenses
Network		8,617,497			7,337,044
Sales and marketing		5,281,170			5,141,290
General and administrative		2,407,331			2,380,271
Depreciation, amortization and loss on sale of building and equipment		3,487,145			3,004,623
Total operating expenses		19,793,143			17,863,228
Operating income		2,254,060			2,374,333
Other income (expense)
Interest and dividends		293,718			58,352
Interest expense		(1,251,488	)		(985,035	)
Other nonoperating expense		(198,459	)		-
Net other expense		(1,156,229	)		(926,683	)
Income before income taxes		1,097,831			1,447,650
Income taxes		439,991			607,241
Net income		657,840			840,409
Accumulated deficit, beginning of year, as previously reported		1,689,339			2,537,522
Adjustments for corrections of errors (Note 14)		(300,130	)		(292,356	)
Accumulated deficit, beginning of year, as restated		1,989,469			2,829,878
Accumulated deficit, end of year, as restated	$	1,331,629		$	1,989,469

The accompanying notes are an integral part of these consolidated financial statements.

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MID-MAINE COMMUNICATIONS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Restated)

Years Ended December 31, 2005 and 2004

	2005			2004
Cash flows from operating activities
Net income	$	657,840		$	840,409
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, amortization and loss on sale of building and equipment		3,487,145			3,004,623
Amortization of deferred financing costs		64,200			73,033
Patronage dividends		(113,564	)		(75,969	)
Deferred income taxes		205,500			554,541
Decrease (increase) in unbilled revenues		12,083			(143,306	)
Decrease (increase) in
Accounts receivable		39,188			(14,499	)
Income taxes receivable		(177,182	)		354,643
Materials and supplies		(189,578	)		(284,753	)
Prepaid expenses and other current assets		51,155			(21,278	)
Deferred charges		107,381			-
Increase (decrease) in
Accounts payable		(282,821	)		(523,530	)
Income taxes payable		(39,324	)		-
Accrued expenses		7,656			148,667
Deferred revenue		(20,651	)		(56,030	)
Net cash provided by operating activities		3,809,028			3,856,551
Cash flows from investing activities
Plant additions		(3,176,366	)		(3,792,634	)
Plant removal costs and salvage costs		-			(671	)
Payment of deferred charges		(135,520	)		(179,161	)
Purchase of customer list		-			(58,303	)
Proceeds from sale of assets		22,646			400,000
Net cash used by investing activities		(3,289,240	)		(3,630,769	)
Cash flows from financing activities
Net proceeds on revolving credit facilities		246,405			507,054
Principal payments on long-term debt		(689,562	)		(630,313	)
Redemption of patronage capital certificates		13,368			-
Net cash used by financing activities		(429,789	)		(123,259	)
Net increase in cash and cash investments		89,999			102,523
Cash and cash investments, beginning of year		368,546			266,023
Cash and cash investments, end of year	$	458,545		$	368,546

The accompanying notes are an integral part of these consolidated financial statements.

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MID-MAINE COMMUNICATIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2005 and 2004

Nature of Business

Mid-Maine Communications, Inc. and Subsidiaries (the Company) derives its operating revenues through its subsidiaries, Mid-Maine Telecom, Inc. and Mid-Maine TelPlus, from providing telecommunications services to subscribers in Central and Southern Maine. The Company extends credit at standard terms, after appropriate review, to its subscribers and domestic interexchange carriers. Mid-Maine Telecom, Inc. is subject to regulation by the Federal Communications Commission (FCC) and the Maine Public Utilities Commission (MPUC) for rates and other matters and Mid-Maine TelPlus is subject to limited regulation by both agencies.

1. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basis of Reporting

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Mid-Maine Telecom, Inc., and Mid-Maine TelPlus. All significant intercompany accounts and transactions have been eliminated in consolidation.

Regulatory Accounting

Mid-Maine Telecom, Inc. follows the accounting prescribed by the Uniform System of Accounts of the FCC and the MPUC, and Statement of Financial Accounting Standards (SFAS) No. 71, "Accounting for the Effects of Certain Types of Regulation." This accounting recognizes the economic effects of rate regulation by recording costs and a return on investment as such amounts are recovered through rates authorized by regulatory authorities. The Company annually reviews the continued applicability of SFAS No. 71 based on the current regulatory and competitive environment.

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Cash and Cash Investments

The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk with respect to these accounts.

Cash and cash investments includes cash held in escrow in the amount of approximately $91,000 related to the acquisition of a customer list, as described in Note 12. It also includes a $100,000 minimum cash balance used as collateral for a line of credit, as described in Note 3.

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a charge to earnings and a credit to a valuation allowance based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.

Accounts receivable include charges for services provided which have not been billed at the end of the period.

Materials and Supplies

Materials and supplies, consisting of cable, network components and other telecommunications materials, are valued at the lower of average cost or market.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost with additions to telecommunications plant in service and replacements of property capitalized at original cost, which includes labor, material and overhead.

Depreciation is computed on average plant investment by primary plant accounts using the straight-line method over the assets' estimated useful lives.

During 2005, the Company revised the depreciable lives on certain equipment to more accurately reflect the expected remaining useful lives. The Company recalculated depreciation on the affected assets from the date placed in service through January 1, 2005. The impact of this cumulative change was to increase depreciation expense and accumulated depreciation by $227,000 in 2005.

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Deferred Charges

Deferred charges include loan origination fees incurred which are deferred and amortized using methods approximating the interest method over the contractual life of the loans. The amortization of the fees is recorded as an increase to interest expense.

Goodwill

Goodwill initially arose from the purchase of the customer base and assets used to provide service in Mid-Maine Telecom, Inc.'s service area from GTE of Maine in 1994. By agreement with the MPUC, the goodwill is excluded from the regulated operations for ratemaking purposes. Additional goodwill was created in 2000 upon Mid-Maine TelPlus's acquisition of an Internet service provider's assets. The goodwill is reviewed annually for impairment.

Deferred Revenue

Deferred revenue consists of advance payments received from customers for Internet services and amounts billed in advance for other telecommunications services. The amounts related to Internet services are recognized as earned over a one-year period.

Income Taxes

Deferred income taxes are provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes, and for operating losses and tax credits that are available to offset taxable income in future years.

The Company and its subsidiaries file consolidated income tax returns.

Interest Rate Swaps

During 2004, the Company entered into interest rate swap agreements that do not qualify as cash flow hedges in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." Therefore, changes in fair value for these interest rate swaps are recognized as interest income or interest expense in the consolidated statements of income and accumulated deficit.

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Reclassifications

Certain reclassifications of 2004 balances have been made to be consistent with the 2005 presentation.

Revenue Recognition

Operating revenues are recognized when services are provided to customers. Interstate network access revenues are recorded based on estimates of the Company's telephone plant investment, operating expenses, and allowable rates of return on investments allocable to those services. Nationwide pooling of the revenues is administered by the National Exchange Carrier Association (NECA), of which the Company is a member. NECA files interstate access charge tariff schedules with the FCC and accumulates and distributes pooled revenues, derived from interstate access services, to its members. The Company records the effect of NECA settlements, including retroactive adjustments, upon notification of such settlements from NECA. Intrastate network access services revenues are based on intrastate access tariffed rates to applied intrastate access usage.

Maine law requires that rates for intrastate access service be less than or equal to those charged for interstate access services. The Company reduced its intrastate access rates to the interstate level effective June 1, 2003. The MPUC approved a request by the Company for funding under the Maine Universal Service Fund (MUSF). This Fund is intended to recover the revenue reduction that will result from the lower intrastate access rates. The Company began receiving funds from the MUSF effective June 1, 2003. Chapter 288 of the MPUC rules requires that local exchange carriers that receive universal service funding must establish "local basic service rates that are no less than those of Verizon exchanges that have basic service calling areas of a similar size." Subsequently, the Company has periodically raised its local rates to match the "Verizon Levels," with the latest increase effective in January 2005.

Advertising

The Company expenses the cost of advertising as incurred. Advertising expense amounted to $329,000 in 2005 and $467,000 in 2004.

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2. Investments in Nontraded Stocks

Investments in nontraded stocks consist of the following:

	2005		2004
Rural Telephone Finance Cooperative (RTFC) Patronage Capital Certificates, carried at original cost	$	37,699	$	37,699
CoBank Patronage Certificates, carried at original cost, plus increases due to patronage equity distributions		604,078		503,882
Rural Telephone Bank (RTB) Class C stock, carried at cost		372,667		372,667
		1,014,444		914,248
Less RTB stock classified as current at December 31, 2005		372,667		-
	$	641,777	$	914,248

During 2005, the Board of Directors of the Rural Telephone Bank (RTB) approved the liquidation and dissolution of the RTB. The liquidation and dissolution process was subsequently initiated with the signing of the 2006 Agricultural Appropriations bill by the President. Following the signing of the Appropriations bill, the RTB prepared Stock Redemption Agreements (“Agreements”) for execution by the shareholders. These Agreements must be executed and returned to the RTB in order for redemption payments to be made to the shareholders.

The Company received its Agreement subsequent to December 31, 2005, executed the document and returned it to the RTB. The Company expects to receive redemption payments of approximately $573,000 for the redemption of all of its shares of Class C stock before June 2006.

3. Line of Credit

The Company has a $300,000 line of credit, collateralized by a minimum funds balance of $100,000 held in a checking account, with a local lending institution bearing interest at a variable rate of one month LIBOR plus 3.50% (7.89% at December 31, 2005). The line of credit expires December 8, 2006 and may be renewed annually subject to the institution's review of credit and pricing. There were no advances as of December 31, 2005 and 2004.

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4. Long-Term Debt

Long-term debt consists primarily of notes payable by the Companies to their primary lending institution (the lender), collateralized by all property. The Company also issued a note payable to the former owner of an Internet service provider during 2004, as described in Note 12.

Long-term debt consists of the following:

	2005		2004
Note payable to former owner of an Internet service provider, due in monthly installments based on customer retention (estimated to approximate $6,000) until paid in full. Interest will be charged at a fixed rate of 5.00%.	$	91,172	$	166,448
Variable rate note payable, due in monthly installments of $31,914 through March 2010, plus interest at a fixed rate of 4.35% until January 2006, at which time the Company will assess whether to fix the rate or revert back to the bank's short-term rate.		1,627,581		2,010,542
Variable rate note payable, due in monthly installments of $19,277 through March 2010, plus interest at a fixed rate of 4.45% until January 2006, at which time the Company will assess whether to fix the rate or revert back to the bank's short-term rate.		1,002,411		1,233,736
Revolving credit facility refinanced in February 2006.		15,724,935		15,478,529
		18,446,099		18,889,255
Less current portion		886,000		686,000
Long-term debt, excluding current portion	$	17,560,099	$	18,203,255

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On February 23, 2006, the Company executed a loan agreement with CoBank for a $22 million term loan and a $2 million revolving loan ("revolver") referred to collectively as the "Credit Facilities." The proceeds will be used to refinance the existing CoBank revolving credit facility and pay a one time dividend of up to $6.3 million, as well as for capital expenditures and general corporate purposes. The Credit Facilities are collateralized by the stock of the Company and its subsidiaries, as well as the assets of Mid-Maine Communications, Inc. and Mid Maine TelPlus, Inc.

The term loan is subject to quarterly mandatory principal repayments beginning on December 31, 2006. The quarterly scheduled installments are due on the last business day of each March, June, September, and December. The revolver became available on the date of closing and there is no scheduled amortization. The Credit Facilities mature in December 2012.

At the Company's option, the Credit Facilities will bear interest at either the Base Rate (the higher of (i) the Prime Rate of the 30 largest U.S. Banks, as quoted in the Wall Street Journal, or (ii) the overnight Federal Funds Rate plus 0.50%) plus an applicable margin or LIBOR plus the applicable margin. The applicable margin (ranging from 0.75%-1.75% for the Base Rate option and 1.75%-2.75% for the LIBOR option) will be determined quarterly based on the Company's Total Leverage Ratio, as defined. Under the terms of the agreement, within six months after the closing date, the Company will be required to maintain a fixed rate on $11 million of the term loan for a minimum of three years from inception.

The notes are subject to certain covenants which restrict creation of other debt and require the Company to meet certain debt coverage and other financial ratios. The current portion of the long-term debt at December 31, 2005 and estimated maturities disclosed in this note reflect the terms of this debt.

Maturities on long-term debt, including the new Credit Facilities as well as existing loans which were not refinanced, for the next five years are estimated to be as follows:

2006	$	886,000
2007		1,433,000
2008		1,914,000
2009		2,414,000
2010		2,773,000

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5. Interest Rate Swaps

The Company maintains two interest rate swap agreements (the agreements) to mitigate the impact of fluctuations in interest rates on earnings and cash flows. The agreements have notional amounts that are not similar to the outstanding principal balances of the Company's variable rate loans. The agreements are derivative financial instruments dated as of and maturing at different times than the variable rate loans. The notional amounts of derivatives do not represent actual amounts exchanged by parties and, thus, are not a measure of the exposure of the Company through its use of derivatives. The amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives. The Company is obligated to pay interest quarterly at the fixed swap rate and receives a payment based on the three-month London Interbank Offered Rate (LIBOR). Amounts related to the swap agreements are recognized as quarterly payments become due. The counterparty to the contracts is also the Company's primary lender. Credit loss from counterparty nonperformance is not anticipated. The swaps do not qualify as hedges and therefore the income and losses are recognized as interest income or interest expense in the consolidated statements of income and accumulated deficit. The following outlines the significant terms of these agreements:

Variable Loan Rate %	Fixed Interest Rate Swap Rate %	December 31, 2005 Notional Amount	Original Notional Amount	Date Entered
LIBOR	2.80%	$3,000,000	$3,000,000	April 28, 2004
LIBOR	3.87%	3,000,000	3,000,000	April 28, 2004

The combined fair value of the swaps was approximately $85,000 (asset) and $(18,000) (liability) as of December 31, 2005 and 2004, respectively.

6. Fair Value of Financial Instruments

The Company's financial instruments consist of cash and cash investments, accounts receivable, investments in nontraded stocks, accounts payable, notes payable, and interest rate swaps. The fair values of all financial instruments approximate their carrying values at December 31, 2005 and 2004.

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7. Income Taxes

The actual tax expense differs from that calculated at the statutory federal rate, principally because of state income taxes.

The components of income tax expense (benefit) are:

	Current		Deferred			Total
2005
Federal	$	166,800	$	232,974		$	399,774
State		67,693		(27,476	)		40,217
	$	234,493	$	205,498		$	439,991
2004
Federal	$	-	$	439,048		$	439,048
State		52,700		115,493			168,193
	$	52,700	$	554,541		$	607,241

The components of the deferred tax liability at December 31 are as follows:

	2005			2004
Temporary differences related to:
Depreciation	$	2,961,220		$	3,172,800
Amortization		221,999			214,929
Net operating loss carryovers		-			(400,300	)
Alternative minimum tax credit carryover		(140,766	)		(152,200	)
Other		(75,102	)		(118,533	)
	$	2,967,351		$	2,716,696

The Company used all of its federal net operating loss carryforward as of December 31, 2005.

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8. Leases

The Company leases certain office space and vehicles under noncancellable operating leases with terms ranging from three to four years.

Future minimum lease payments required under the leases are as follows:

2006	$	219,000
2007		205,000
2008		182,000
2009		7,000
	$	613,000

Lease expense under these leases approximated $272,000 for 2005 and $290,000 for 2004.

9. 401(k) Profit Sharing Pension Plan

The 401(k) Profit Sharing Pension Plan, which covers substantially all employees, is contributory, with discretionary matching contributions to be determined by the Company. The Company matched up to a maximum of 4.5% of the employee deferral for 2005 and 2004, which amount approximated $146,000 and $122,000 for 2005 and 2004, respectively.

10. Cash Flow Information

Cash paid for interest expense and paid (received) for income taxes was as follows:

	2005		2004
Interest	$	1,090,000	$	957,000
Net income tax payments (refunds)	$	451,000	$	(302,000	)

The Company purchased a customer list during 2004, a portion of which was paid for with a $247,523 non-cash financing transaction. The non-cash transaction included the issuance of a note payable to the seller in amount of $182,477 and the assumption of service liabilities related to customer contracts in the amount of $65,046.

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11. Commitment

The Company has an agreement with an independent contractor to purchase and install software at a cost of approximately $150,000. The implementation is expected to be completed in 2006.

12. Acquisition of Customer List

In August 2004, the Company entered into a purchase and sale agreement to acquire the contracts, records, and intellectual property (domain name and related assets) of an Internet service provider. The customer contracts were prepaid for service periods of six or twelve months. The Company assumed the service liabilities (reflected as deferred revenue in the financial statements) associated with these prepaid customer contracts as well. The Company paid cash, issued a note to the seller, and assumed prepaid liabilities as consideration for the purchase of the customer list. The Company also established an escrow account in the amount of $90,000 which is available to the seller in the event the Company fails to make payments under the note. This amount is included in cash and cash investments at December 31, 2005 and 2004.

13. Disputed Claim

Mid-Maine TelPlus ("TelPlus") expects to have a written claim presented shortly by Verizon Communications (Verizon) in the amount of approximately $515,000. This claim relates to a dispute over a five-year agreement entered into between the two entities in September of 2000.

Since TelPlus has not yet received Verizon's claim, it cannot examine the details of the claim and cannot predict the outcome of the matter at this time. However, TelPlus intends to defend against the claim vigorously as well as assert a credit for overcharging by Verizon. No amounts related to this disputed claim have been recorded in the financial statements.

14. Prior Period Adjustments

The Company's accumulated deficits as of January 1, 2005 and 2004 have been restated to properly report the accumulated amortization of certain deferred charges by $206,066 and $226,502, respectively. A decrease in deferred charges, net, of $308,837 in 2005 and $342,837 in 2004 and a decrease in deferred income taxes of $123,207 in 2005 and $136,771 in 2004 was recorded in the consolidated balance sheets. Also, depreciation, amortization, and loss on sale of building and equipment decreased by $34,000 and income taxes increased by $13,564 in the 2005 and 2004 consolidated statements of income and accumulated deficit.

The Company's accumulated deficits as of January 1, 2005 and 2004 have been restated to properly report unbilled revenues, included in accounts receivable, and deferred revenues, by $94,064 and $65,854, respectively. An increase in accounts receiveable of $314,327 in 2005 and $392,617 in 2004, and an increase in deferred revenue of $578,201 in 2005 and $549,113 in 2004 were recorded in the consolidated balance sheets. A decrease in deferred income taxes of $105,269 in 2005 and $62,432 in 2004 was also recorded in the consolidated balance sheets. Also, revenues decreased by $107,378 in 2005 and $46,933 in 2004, and income taxes decreased by $42,838 in 2005 and $18,723 in 2004, in the consolidated statements of income and accumulated deficit.

- 15 -

15. Subsequent Events

On July 3, 2006, Otelco Inc., a publicly traded telecommunications company headquartered in Alabama, acquired the Company for approximately $37.8 million in cash.

As part of the transaction, the former stockholders of the Company assumed the potential liability associated with the disputed claim (Note 13).

The Company received payments of approximately $573,000 in April 2006 for the redemption of all of its shares of RTB Class C stock (Note 2).

The note payable to a former owner of an Internet service provider was repaid during June 2006 (Note 4). The amounts in escrow were subsequently released.

The Company terminated its interest rate swaps and received a net settlement of $96,000 in June 2006 (Note 5).

The Company purchased and installed software of approximately $144,000 during 2006 (Note 11).

- 16 -

EX-99.2

Mid-Maine Communications, Inc. & Subsidiaries
Consolidated Balance Sheets
June 30, 2006 and December 31, 2005
ASSETS
			(Restated)
	June 30, 2006		December 31, 2005
	(Unaudited)
Current assets
Cash and cash investments	$	568,460	$	458,545
Accounts receivable, net of allowance for doubtful accounts of $12,039 in 2006 and $12,500 in 2005		2,332,103		2,241,548
Materials and supplies		1,260,198		1,145,777
Prepaid expenses and other current assets		171,423		204,506
Rural Telephone Bank stock		-		372,667
Income taxes receivable		314,804		222,338
Total current assets		4,646,988		4,645,381
Property, plant and equipment
General support assets		5,706,201		5,727,777
Information origination/termination equipment		93,652		93,444
Central office equipment		21,210,626		20,631,343
Cable and wire facilities		15,296,954		15,194,913
		42,307,433		41,647,477
Less accumulated depreciation and amortization		25,664,402		23,811,832
		16,643,031		17,835,645
Plant held for future use		13,000		13,000
Telecommunications plant under construction		917,753		268,975
Net property, plant and equipment		17,573,784		18,117,620
Noncurrent assets
Goodwill		1,918,559		1,918,559
Investments in nontraded stocks		695,678		641,777
Deferred charges, net		294,231		589,160
Other noncurrent assets, net		155,844		248,914
Total noncurrent assets		3,064,312		3,398,410
	$	25,285,084	$	26,161,411

The accompanying notes are an integral part of these consolidated financial statements.

1

LIABILITIES AND STOCKHOLDERS' EQUITY
		June 30, 2006			(Restated) December 31, 2005
Current liabilities
Current portion of long term debt	$	1,214,000		$	886,000
Accounts payable		775,831			1,352,735
Accrued expenses		1,997,760			1,079,834
Deferred revenue		1,114,927			1,076,418
Total current liabilities		5,102,518			4,394,987
Deferred income taxes		2,664,641			2,967,351
Long-term debt, excluding current portion		22,858,849			17,560,099
Total liabilities		30,626,008			24,922,437
Stockholders' equity
Common stock, par value $.01; 20,000 shares authorized, 3,513.27 shares issued and outstanding		35			35
Additional paid-in capital		2,570,568			2,570,568
Accumulated deficit		(7,911,527	)		(1,331,629	)
Total stockholders' equity		(5,340,924	)		1,238,974
	$	25,285,084		$	26,161,411

The accompanying notes are an integral part of these consolidated financial statements.

Mid-Maine Communications, Inc. & Subsidiaries
Consolidated Statements of Income and Accumulated Deficit
For The Six Months Ended June 30,
(Unaudited)
	2006			2005
Telecommunications revenue	$	11,357,027		$	10,901,454
Operating Expenses
Network		5,068,605			4,729,390
Sales and marketing		1,936,039			2,113,505
General and administrative		2,208,235			1,492,493
Depreciation, amortization and loss on sale of equipment		2,567,479			1,767,829
Total operating expenses		11,780,358			10,103,217
Operating income (loss)		(423,331	)		798,237
Other income (expense)
Interest and dividends		311,362			339,921
Interest expense		(808,171	)		(598,253	)
Non-operating		200,333			(107,381	)
Net other expense		(296,476	)		(365,713	)
Income (loss) before income taxes		(719,807	)		432,524
Income taxes (benefit)		(289,909	)		173,010
Net income (loss)		(429,898	)		259,514
Accumulated deficit, beginning of year, as restated		(1,331,629	)		(1,989,469	)
Dividends paid		6,150,000			-
Accumulated deficit, end of period, as restated	$	(7,911,527	)	$	(1,729,955	)

The accompanying notes are an integral part of these consolidated financial statements.

2

Mid-Maine Communications, Inc. & Subsidiaries
Consolidated Statements of Cash Flows (Restated)
For The Six Months Ended June 30,
(Unaudited)
	2006			2005
Cash flows from operating activities
Net income (loss)	$	(429,898	)	$	259,541
Adjustments to reconcile net income to net cash provided (used) by operating activities:
Depreciation, amortization and loss on sale of equipment		2,119,099			1,735,729
Amortization of deferred financing costs		448,380			32,100
Deferred income taxes		(302,710	)		146,782
Decrease (increase) in
Accounts receivable		(90,555	)		(385,638	)
Materials and supplies		(114,422	)		(141,467	)
Prepaid expenses and other current assets		405,751			(53,062	)
Income taxes receivable		(92,466	)		-
Increase (decrease) in
Accounts payable		(576,904	)		8,101
Accrued expenses		917,926			(342,461	)
Deferred revenue		38,509			695,567
Income taxes payable		-			72,500
Net cash provided by operating activities		2,322,710			2,027,665
Cash flows from investing activities
Plant additions		(1,425,615	)		(1,536,430	)
Payment of deferred charges		(214,831	)		-
Increase in investments, net		(49,099	)		(16,128	)
Net cash used by investing activities		(1,689,545	)		(1,552,558	)
Cash flows from financing activities
Dividends paid		(6,150,000	)		-
Net proceeds from revolving credit facilities		5,626,750			-
Principal payments on long-term debt		-			(489,742	)
Net cash used by financing activities		(523,250	)		(489,742	)
Net increase in cash and cash investments		109,915			(14,635	)
Cash and cash investments, beginning of year		458,545			368,546
Cash and cash investments, end of period	$	568,460		$	353,911

The accompanying notes are an integral part of these consolidated financial statements.

3

MID-MAINE COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization and Basis of Financial Reporting

Basis of Presentation and Principlies of Consolidation
The conaolidated financial statements include the accounts of Mid-Maine communications, Inc. (the “Company”), its wholly owned subsidiaries, Mid-Maine Telecom, Inc. and Mid-Maine TelPlus, Inc. The accompanying consolidated financial statements include the accounts of the Company and all of its subsidiaries after elimination of all material intercompany balances and transactions.

2. Other Income

Other income included the gain of $200,333 from the liquidation of the Rural Telephone Bank (RTB) stock. The RTB stock liquidation resulted from the United States Department of Agriculture closing the Rural Telephone Bank. As part of the liquidation process, the Company received April 2006, $573,000 for the redemption of all outstanding RTB stock owned by Mid-Maine Telecom, Inc. The investment had a cost of $372,667.

3. Subsequent Events

On July 3, 2006, Otelco, a publicly traded telecommunications company headquartered in Alabama, acquired the Company for approximately $37.8 million in cash, subject to post-closing adjustments.

4

EX-99.3

Exhibit 99.3

Introduction to Unaudited Pro Forma Financial Statements

The following unaudited pro forma consolidated balance sheet as of June 30, 2006 and unaudited pro forma consolidated statements of income for the year ended December 31, 2005 and for the six months ended June 30, 2006 are based on the corresponding historical financial statements of Otelco Inc. (“Otelco”) and Mid-Maine Communications, Inc. (“Mid-Maine”), after giving effect to the acquisition of Mid-Maine and the financing transaction related thereto, which occurred on July 3, 2006.

The unaudited pro forma consolidated balance sheet gives effect to the acquisition and related financing transaction as if they had occurred on June 30, 2006. The unaudited pro forma consolidated statements of income give effect to the acquisition and related financing transaction as if they had occurred on January 1, 2005.

The unaudited pro forma financial statements are based on available information and certain estimates and assumptions set forth in the accompanying notes to such financial statements. These unaudited pro forma financial statements do not give effect to any integration costs or any cost savings or other operating efficiencies that could result from the acquisition. These unaudited pro forma financial statements are provided for informational purposes only, and do not purport to represent our financial condition or our results of operations that would have been achieved if the acquisition and related financing transaction had occurred on the dates noted above, or to project the financial condition or results of operations for any future date or period.

The acquisition will be treated as a purchase business combination for accounting purposes and Mid-Maine’s assets acquired and liabilities assumed will be recorded at fair value with the exception of those assets which are related to the Mid-Maine Telecom, Inc. subsidiary. As a regulated telephone company, the assets of Mid-Maine Telecom, Inc. are recorded at their original purchase price less accumulated depreciation. We have reflected the preliminary assessment of the purchase price allocation. It includes assignment of value to intangibles associated with a non-compete agreement and the acquisition of customers. The final assessment of the fair value of the assets and liabilities could change. Any such change would be reflected in regular quarterly financial reporting.

These unaudited pro forma financial statements should be read in conjunction with the historical financial statements of Otelco included in its annual report on Form 10-K for the year ended December 31, 2005 and its quarterly reports on Form 10-Q for the fiscal quarters ended March 31, 2006 and June 30, 2006 and the historical financial statements of Mid-Maine included elsewhere in this current report on Form 8-K/A.

1

OTELCO INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2006
(unaudited)
					Pro Forma
	Otelco Inc.		Mid Maine		Adjustments				Pro Forma
Assets
Current assets
Cash	$	9,025,517	$	568,460	$	(116,053	)	2	$	9,159,538
						41,571		4
						(359,957	)	7
Accounts receivable - customers		1,204,558		2,332,103		(32,149	)	4		3,504,512
Unbilled revenue		1,853,499		-						1,853,499
Other receivables		1,763,082		-						1,763,082
Materials & supplies		975,074		1,260,198		(95,859	)	5		2,091,562
						(47,851	)	4
Prepaid expenses		437,326		171,423		22,500		2		631,249
Income tax receivables		749,591		314,804						1,064,395
Deferred income taxes		872,675		-						872,675
Total current assets		16,881,322		4,646,988		(587,798	)			20,940,512
Property and equipment, net		42,661,952		17,573,784						60,235,736
Other assets
Goodwill		119,431,993		1,918,559		(10,241,619	)	1		136,919,052
						95,859		5
						38,429		4
						5,543,234		6
						14,599,986		2
						180,431		7
						85,940		8
						5,266,240		1
Amortizable intangibles		1,485,226		-		10,241,619		1		11,726,845
Investments		555,588		695,678		-				1,251,266
						-
Loan cost		6,284,735		202,311		(202,311	)	3		7,610,529
						1,146,268		2
						179,526		7
Interest rate cap		6,460,374		-						6,460,374
Deferred charges		85,940		91,920		(85,940	)	2		91,920
Other noncurrent assets		-		155,844						155,844
Total assets	$	193,847,130	$	25,285,084	$	26,259,864			$	245,392,078

See accompanying notes to the unaudited pro forma consolidated financial statements.

2

OTELCO INC.

PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2006

(unaudited)

			Pro Forma
	Otelco Inc.	Mid Maine	Adjustments	Pro Forma
Liabilities and Stockholders' Equity

Current liabilities
Accounts payable	$	961,175	$	775,831		$				$	1,737,006
Accrued liabilities		3,299,229		1,997,760			(274,450	)	2		5,022,539
Advanced billing & payments		1,184,739		1,114,927							2,299,666
Customer deposits		224,827		-							224,827
Current portion of debt		-		1,214,000			(1,214,000	)	2		-
Total current liabilities		5,669,970		5,102,518			(1,488,450	)			9,284,038
Deferred income tax		15,345,890		2,664,640			5,266,240		1		23,276,770
Other liabilities		176,308		-							176,308
Total other liabilities & deferred		15,522,198		2,664,640			5,266,240				23,453,078
Total long-term notes payable		161,075,498		22,858,849			40,000,000		2		201,075,498
							(22,858,849	)	2
Derivative liability		1,519,632		-							1,519,632
Class B Common Conv Sen Sub Notes		3,876,917		-							3,876,917
Stockholder's equity
Class A stock - Mid Maine		-		35			(35	)	6		-
Class A stock $.01 par value - Otelco		96,767		-							96,767
Class B stock $.01 par value - Otelco		5,447		-							5,447
Additional paid in capital		3,695,090		2,570,569			(2,570,569	)	6		3,695,090
Retained earnings (deficit)		-		(7,911,527	)		(202,311	)	3		-
							8,113,838		6
Accumulated other comprehensive income		2,385,611		-							2,385,611
Total stockholders' equity		6,182,915		(5,340,923	)		5,340,923				6,182,915
Total liabilities and stockholders' equity	$	193,847,130	$	25,285,084		$	26,259,864			$	245,392,078

See accompanying notes to the unaudited pro forma consolidated financial statements.

3

OTELCO INC.

Notes to the Unaudited Pro Forma Consolidated Balance sheet

as of June 30, 2006

1. The Company is still in the process of performing its allocation of the purchase, and the final allocation is subject to completion of a review by a third party valuation specialist. Our preliminary allocation consists of:

A. Incremental value of intangible assets of $8,401,529 related to customer relationships.

B. Incremental value of intangible assets of $1,840,090 related to non-competition agreement.

C. Offsetting adjustment to goodwill of ($10,241,619) for items A. and B. as indicated above.

D. Recognition of deferred taxes of $5,266,240.

2. To record the activity for the acquisition. This activity consists of the following:

A. GE loan proceeds of $40,000,000.

B. Elimination of Mid-Maine old loan consisting of long-term notes payable of $22,858,849, current portion of debt $1,214,000, and accrued interest liability of $274,450.

C. GE annual administrative fee of $22,500.

D. Loan cost of $1,146,268.

E. Transaction payments totaling $14,599,986 including payments to selling shareholders.

F. Record the net-effect of the acquistion on cash totaling ($116,053).

3. Elimination of Mid-Maine's old loan cost of $202,311.

4. To record the final working capital adjustment of $41,571 per the plan merger agreement section # 2.5.4.

5. To record adjustment of $95,859 related to the internet inventory to reflect current replacement cost.

6. Reclassification of stockholder's equity of $5,543,234 to goodwill which consists of class A stock of $35, additional paid in capital of $2,570,569, and retained (deficit) of ($8,113,838).

7. Record legal fees totaling $359,957 related to Mid-Maine acquisition. These have been allocated to goodwill and loan cost in the amounts of $180,431 and $179,526, respectively.

8. Reclassify transaction cost of $85,940 to goodwill.

4

OTELCO INC.
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2005
(unaudited)
							Pro Forma
	Otelco Inc.			Mid Maine			Adjustments				Pro Forma
Telecommunications revenue	$	46,972,222		$	22,156,992		$				$	69,129,214
Operating expenses
Cost of services and products		12,611,499			12,284,460							24,895,959
Selling, general and administrative expenses		6,710,542			4,131,327			(81,000	)	1		10,760,869
Depreciation and amortization		9,585,299			3,487,145			22,500		2		14,546,938
								(71,783	)	3
								265,159		3
								338,573		4
								920,045		5
Total operating expenses		28,907,340			19,902,932			1,393,494				50,203,766
Income from operations		18,064,882			2,254,060			(1,393,494	)			18,925,448
Other income (expense)
Interest expense		(16,355,087	)		(1,255,296	)		1,255,296		6		(18,395,280	)
								(2,648,526	)	6
								608,333		7
Change in fair value of derivative		958,621			-							958,621
Other income		577,769			99,067							676,836
Total other expense		(14,818,697	)		(1,156,229	)		(784,897	)			(16,759,823	)
Income before income tax and accretion expense		3,246,185			1,097,831			(2,178,391	)			2,165,625
Income tax expense		(1,011,675	)		(439,991	)		830,459		8		(621,207	)
Income before accretion expense		2,234,510			657,840			(1,347,932	)			1,544,418
Accretion of Class B common convertible to senior subordinated notes		(442,926	)		-							(442,926	)
Net income available to common stockholders	$	1,791,584		$	657,840		$	(1,347,932	)		$	1,101,492
Weighted average shares outstanding:
Basic		9,676,733										9,676,733
Diluted		10,221,404										10,221,404
Net income per share
Basic	$	0.19									$	0.11		9
Diluted	$	0.12									$	0.06		9
Dividends declared per share	$	0.71									$	0.71

See accompanying notes to the unaudited pro forma consolidated financial statements.

5

OTELCO INC.

Notes to the Unaudited Pro Forma Consolidated Statements of Income

For the Year Ended December 31, 2005

1. Net impact of $81,000 reflects senior management changes at closing of acquisition.

2. To record amortization of $22,500 related to GE Administrative fee (annual).

3. Adjustment to eliminate Mid-Maine historical loan cost amortization expense of $71,783 and to reflect the pro forma loan cost amortization expense of $265,159 associated with the incremental $40 million loan included in the amended and restated credit facility.

4. Increase in amortization expense of $338,573 related to customer relationships that have been assigned lives of between 15 and 25 years.

5. Increase in amortization expense of $920,045 is related to non-competition agreement that has been assigned a life of 2 years.

6. Adjustment to eliminate Mid-Maine historical interest expense of $1,255,296 and to reflect the pro forma interest expense of $2,648,526 associated with the incremental $40 million loan included in the amended and restated credit facility.

7. To record reduction in interest expense of $608,333 related to existing Otelco loan of $80M due to entering an amended and restated credit agreement.

8. Adjustments to reflect the income tax effect of $830,459 related to the pro forma adjustments.

6

9. Income per Common Share and Potential Common Share

Basic income per common share is computed by dividing net income by the weighted-average number of shares outstanding for the period. Diluted income per common share reflects the potential dilution that could occur if the Class B common stock were exercised into IDSs with Class A common shares. Class B common stock is convertible on a one-for-one basis into IDSs each of which includes a Class A common share. For periods prior to our conversion, membership units were treated on an as if converted basis into Class A and Class B common shares. For 2004, the shares associated with the purchase of Mid-Missouri Holding Corp., the sale of common shares by the Company, and the buy-back of common shares by the Company, were prorated from December 21, 2004 until the end of the year.

A reconciliation of the common shares for the Company's basic and diluted income per common share calculation is provided for historical and pro forma earnings as follows:

	For the Year Ended December 31, 2005
	Historical		Pro Forma
Weighted average common shares		9,676,733		9,676,733
Weighted average common shares and potential common sharess		10,221,404		10,221,404
Net income available to common shareholders	$	1,791,584	$	1,101,492
Net income per basic share	$	0.19	$	0.11
Net income available to common shareholders	$	1,791,584	$	1,101,492
Plus: Accretion expense of Class B common convertible to senion subordinated notes		442,926		442,926
Less: Change in fair value of derivative		958,621		958,621
Net Income available for diluted shares	$	1,275,889	$	585,797
Net income per diluted share	$	0.12	$	0.06

 

7

OTELCO INC.
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2006
(unaudited)
								Pro Forma
	Otelco Inc.			Mid Maine				Adjustments				Pro Forma
Telecommunications revenue	$	23,071,211		$	11,382,545		A	$				$	34,453,756
Operating expenses
Cost of services and products		6,361,801			6,289,514								12,651,315
Selling, general and administrative expenses		3,152,664			2,948,884		B		(40,500	)	1		5,430,810
									(630,238	)	2
Depreciation and amortization		4,664,374			2,567,478				11,250		3		7,539,223
									(465,768	)	4
									132,579		4
									169,287		5
									460,023		6
Total operating expenses		14,178,839			11,805,876				(363,367	)			25,621,348
Income from operations (loss)		8,892,372			(423,331	)			363,367				8,832,408
Other income (expense)
Interest expense		(8,447,105	)		(808,171	)			808,171		7		(9,755,700	)
									(1,612,762	)	7
									304,167		8
Change in fair value of derivative		310,462			-								310,462
Other income		2,996,509			511,695				(200,333	)	2		3,307,871
Total other expense		(5,140,134	)		(296,476	)			(700,757	)			(6,137,367	)
Income before income tax and accretion expense		3,752,238			(719,807	)			(337,390	)			2,695,041
Income tax expense		(1,232,610	)		289,909				128,622		9		(814,079	)
Income before accretion expense		2,519,628			(429,898	)			(208,768	)			1,880,962
Accretion of Class B common convertible to senior subordinated notes		(221,463	)		-								(221,463	)
Net income available to common stockholders	$	2,298,165		$	(429,898	)		$	(208,768	)		$	1,659,499
Weighted average shares outstanding:
Basic		9,676,733											9,676,733
Diluted		10,221,404											10,221,404
Net income per share
Basic	$	0.24										$	0.17		10
Diluted	$	0.22										$	0.15		10
Dividends declared per share	$	0.35										$	0.35

See accompanying notes to the unaudited pro forma consolidated financial statements.

8

OTELCO INC.

Notes to the Unaudited Pro Forma Consolidated Statements of Income

For the Six Months Ended June 30, 2006

A Reflects reclassification of bad debt expense to selling, general and administrative expenses.

B Includes $630,238 of one-time expenses. These expenses consist of senior bonus payments of $466,782 and transaction costs of $163,456 related to the sale of Mid-Maine.

 

1. Net impact of $40,500 reflects senior management changes at closing of acquisition.

2. Eliminates three one-time non-operational items: gain of $200,333 on sale of Rural Telephone Bank stock;senior management bonus payment of $466,782 related to the sale of Mid-Maine; and transaction costs of $163,456 related to the sale of Mid-Maine.

3. To record amortization of $11,250 related to GE Administrative fee (annual fee prorated).

4. Adjustment to eliminate Mid-Maine historical loan cost amortization expense of $465,768 and to reflect the pro forma loan cost amortization expense of $132,579 associated with the incremental $40 million loan included in the amended and restated credit facility.

5. Represents an increase in amortization expense of $169,287 related to customer relationships that havebeen assigned lives of between 15 and 25 years.

6. Represents an increase in amortization expense of $460,023 related to non-competition agreement that has been assigned a life of 2 years.

7. Adjustment to eliminate Mid-Maine historical interest expense of $808,171 and to reflect the pro forma interest expense of $1,612,762 associated with the incremental $40 million loan included in the amended and restated credit facility.

8. To record reduction in interest expense of $304,167 related to original loan of $80M due to entering an amended and restated credit agreement.

9. Adjustments to reflect the income tax effect of $128,622 related to the pro forma adjustments.

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10. Income per Common Share and Potential Common Share

Basic income per common share is computed by dividing net income by the weighted-average number of shares outstanding for the period. Diluted income per common share reflects the potential dilution that could occur if the Class B common stock were exercised into IDSs with Class A common shares. Class B common stock is convertible on a one-for-one basis into IDSs each of which includes a Class A common share. For periods prior to our conversion, membership units were treated on an as if converted basis into Class A and Class B commonshares. For 2004, the shares associated with the purchase of Mid-Missouri Holding Corp., thesale of common shares by the Company, and the buy-back of common shares by the Company,were prorated from December 21, 2004 until the end of the year.

A reconciliation of the common shares for the Company's basic and diluted income per common share calculation is provided for historical and pro forma earnings as follows:

	For the Six Months Ended June 30, 2006
	Historical		Pro Forma
Weighted average common shares		9,676,733		9,676,733
Weighted average common shares and potential common shares		10,221,404		10,221,404
Net income available to common shareholders	$	2,298,165	$	1,659,499
Net income per basic share	$	0.24	$	0.17
Net income available to common shareholders	$	2,298,165	$	1,659,499
Plus: Accretion expense of Class B common convertible to senior subordinated notes		221,463		221,463
Less: Change in fair value of derivative		310,462		310,462
Net Income available for diluted shares	$	2,209,166	$	1,570,500
Net income per diluted share	$	0.22	$	0.15

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