EX-99.1 3 v052827_ex99-1.htm
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.
 
- 1 -

 
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.
 
- 2 -

 
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.
 
- 3 -

 
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.
 
- 4 -

 
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.

- 5 -

 
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.

- 6 -

 
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.

- 7 -

 
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.

- 8 -

 
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.

- 9 -

 
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
 

- 10 -

 
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
 

- 11 -

 
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.

- 12 -

 
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.

- 13 -

 
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.

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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).

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