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

January 4, 2008
Date of report (Date of earliest event reported)

NEW ULM TELECOM, INC.

(Exact name of registrant as specified in its charter)

Minnesota	0-3024	41-0440990
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

27 North Minnesota Street
New Ulm, MN 56073
(Address of principal executive offices, including zip code)

(507) 354-4111
(Registrant’s telephone number, including area code)

          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):

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))

This Form 8-K/A amends the Current Report on Form 8-K filed by New Ulm Telecom, Inc. on January 7, 2008 in connection with the acquisition described in Item 2.01 below that was completed on January 4, 2008. This amended Form 8-K/A is being filed to include the financial information required by Item 9.01.

Item 2.01 Completion of Acquisition or Deposition of Assets

On January 4, 2008, New Ulm Telecom, Inc. (“New Ulm”) completed the acquisition of Hutchinson Telephone Company (“HTC”) for approximately $78 million pursuant to the terms of the Agreement and Plan of Merger dated as of August 3, 2007, as amended. The transaction was structured as a reverse triangular merger under which a newly formed subsidiary of New Ulm merged into HTC at closing, with HTC continuing as a subsidiary of New Ulm. The acquisition has resulted in a combined company that provides phone, video and internet services with over 50,000 connections in a number of Minnesota and Iowa communities.

In keeping with the Merger Agreement, approximately $72 million of the $78 million was distributed to former shareholders of HTC immediately. An additional $5.7 million was placed in an escrow account covering (i) indemnification of New Ulm in the amount of $5.2 million covering the representations and warranties of HTC for a period of 15 months from closing and (ii) a “True-Up Reserve” and “Shareholder Fund Amount” in the aggregate amount of $500,000.

ITEM 9.01 Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired.
	The following audited consolidated financial statements of Hutchinson Telephone Company are filed with this Report as Exhibit 99.1:
	•	Independent Auditors’ Report for the years ended December 31, 2007, 2006 and 2005
	•	Consolidated Balance Sheets for the years ended December 31, 2007 and 2006
	•	Consolidated Statement of Income for the years ended December 31, 2007, 2006 and 2005
	•	Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2007, 2006 and 2005
	•	Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005
	•	Notes to Consolidated Financial Statements
(b)	Pro Forma Financial Information
	The following unaudited pro forma combined condensed financial statements of New Ulm Telecom, Inc. and Hutchinson Telephone Company are filed with this Report as Exhibit 99.2:

1

	•	Introduction to Pro Forma Combined Condensed Financial Information
	•	Pro Forma Combined Condensed Balance Sheet as of December 31, 2007
	•	Pro Forma Combined Condensed Statement of Operations for the year ended December 31, 2007
	•	Notes to Pro Forma Combined Condensed Financial Statements
(c)	Exhibits

99.1	Consolidated Financial Statements of Hutchinson Telephone Company, Years Ended December 31, 2007 and 2006
99.2	New Ulm Telecom, Inc. Unaudited Pro Forma Combined Condensed Financial Statements as of and for the year ended December 31, 2007

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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.

	New Ulm Telecom, Inc.
Date: March 21, 2008	By:	/s/ Nancy Blankenhagen
		Nancy Blankenhagen
		Chief Financial Officer

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EX-99.1

EXHIBIT 99-1

INDEPENDENT AUDITORS’ REPORT

Board of Directors
Hutchinson Telephone Company
New Ulm, Minnesota

We have audited the accompanying consolidated balance sheet of Hutchinson Telephone Company and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of income, stockholders’ equity and cash flows for the years ended December 31, 2007, 2006 and 2005. 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 auditing standards generally accepted in the United States of America. 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Hutchinson Telephone Company and subsidiaries as of December 31, 2007 and 2006, and the results of their operations and their cash flows for the years ended December 31, 2007, 2006 and 2005 in conformity with accounting principles generally accepted in the United States of America.

/s/ Olsen Thielen & Co., Ltd.
St. Paul, Minnesota
March 20, 2008

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HUTCHINSON TELEPHONE COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2007 AND 2006

ASSETS
	2007			2006
CURRENT ASSETS:
Cash and Cash Equivalents	$	12,789,488		$	14,792,645
Short-Term Cash Investments		—			5,192,388
Marketable Securities		1,617,230			2,107,547
Accounts Receivable		900,982			1,806,375
Accounts Receivable from Affiliates		34,802			58,447
Income Taxes Receivable		564,979			—
Current Portion of Notes Receivable		23,096			21,014
Inventories		696,727			575,053
Current Portion of Prepaid Expenses		243,757			261,839
Total Current Assets		16,871,061			24,815,308
INVESTMENTS AND OTHER ASSETS:
Prepaid Expenses		38,204			54,772
Notes Receivable		17,129			22,141
Notes Receivable from Affiliates		—			200,000
Other Investments		7,861,720			6,699,102
Deferred Charges		916,063			196
Total Investments and Other Assets		8,833,116			6,976,211
TELECOMMUNICATIONS PLANT:
In Service		48,364,484			48,914,277
Under Construction		251,717			305,332
Less Accumulated Depreciation		(28,787,023	)		(28,408,879	)
Net Telecommunications Plant		19,829,178			20,810,730
TOTAL ASSETS	$	45,533,355		$	52,602,249

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

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HUTCHINSON TELEPHONE COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2007 AND 2006

LIABILITIES AND STOCKHOLDERS’ EQUITY
	2007		2006
CURRENT LIABILITIES:
Accounts Payable	$	705,858	$	680,877
Dividends Payable		—		3,900,881
Income Taxes Payable		—		4,958,961
Accrued Taxes		89,446		92,308
Deferred Income Taxes		537,469		—
Other Accrued Liabilities		606,525		1,313,058
Advance Billings		209,693		201,899
Total Current Liabilities		2,148,991		11,147,984
DEFERRED CREDITS:
Loan Guarantees		4,407,220		4,774,644
Income Taxes		2,685,806		2,584,680
Other Deferred Credits		407,459		1,948,746
Total Deferred Credits		7,500,485		9,308,070
STOCKHOLDERS’ EQUITY:
Common Stock - $10 Par Value, 270,000 Shares Authorized 63,326 Shares Issued and Outstanding		633,260		633,260
Retained Earnings		34,332,152		30,902,716
Accumulated Other Comprehensive Income		918,467		610,219
Total Stockholders’ Equity		35,883,879		32,146,195
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	45,533,355	$	52,602,249

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

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HUTCHINSON TELEPHONE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME
YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005

	2007			2006			2005
OPERATING REVENUES:
Local Network	$	3,599,636		$	3,627,595		$	3,642,703
Network Access		8,495,588			8,451,955			8,754,085
Directory Advertising, Billing and Other Services		623,057			621,736			609,293
Video and Internet Services		2,550,124			2,619,387			2,458,631
Other Nonregulated Services		1,297,514			1,522,596			1,472,940
Total Operating Revenues		16,565,919			16,843,269			16,937,652
OPERATING EXPENSES:
Plant Operations, Excluding Depreciation		3,298,900			3,348,269			3,039,836
Cost of Video and Internet Services		2,215,712			2,221,088			2,171,218
Cost of Other Nonregulated Services		600,555			775,279			650,457
Depreciation		3,071,358			3,188,115			3,038,153
Selling, General and Administrative		5,261,689			4,609,296			3,998,497
Total Operating Expenses		14,448,214			14,142,047			12,898,161
OPERATING INCOME		2,117,705			2,701,222			4,039,491
OTHER INCOME AND (EXPENSES):
Interest and Dividend Income		709,407			692,294			370,560
Gain on Sale of Midwest Wireless		705,479			10,815,137			—
Gain on Sale of Marketable Securities		173,786			—			—
Equity in Earnings of Affiliates		1,808,551			1,155,667			428,157
Interest Expense		(12,489	)		(654,699	)		(665,641	)
Net Other Income and (Expenses)		3,384,734			12,008,399			133,076
INCOME BEFORE INCOME TAXES		5,502,439			14,709,621			4,172,567
INCOME TAX EXPENSE		(2,073,003	)		(5,858,014	)		(1,649,259	)
NET INCOME	$	3,429,436		$	8,851,607		$	2,523,308
BASIC EARNINGS PER COMMON SHARE	$	54.16		$	139.78		$	39.83
DIVIDENDS PER COMMON SHARE	$	—		$	61.60		$	12.50

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

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HUTCHINSON TELEPHONE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005

					Retained Earnings			Accumulated Other Comprehensive Income
		Common Stock									Total
	Shares		Amount
BALANCE on December 31, 2004		63,326	$	633,260	$	24,221,257		$	815,815		$	25,670,332
Comprehensive Income:
Net Income						2,522,308						2,522,308
Net Unrealized Holding Loss									(299,505	)		(299,505	)
Total Comprehensive Income												2,222,803
Common Stock Dividends						(791,575	)					(791,575	)
BALANCE on December 31, 2005		63,326		633,260		25,951,990			516,310			27,101,560
Comprehensive Income:
Net Income						8,851,607						8,851,607
Net Unrealized Holding Gain									93,909			93,909
Total Comprehensive Income												8,945,516
Common Stock Dividends						(3,900,881	)					(3,900,881	)
BALANCE on December 31, 2006		63,326		633,260		30,902,716			610,219			32,146,195
Comprehensive Income:
Net Income						3,429,436						3,429,436
Net Unrealized Holding Gain									308,248			308,248
Total Comprehensive Income												3,737,684
BALANCE on December 31, 2007		63,326	$	633,260	$	34,332,152		$	918,467		$	35,883,879

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

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HUTCHINSON TELEPHONE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005

	2007			2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	3,429,436		$	8,851,607		$	2,522,308
Adjustments to Reconcile Net Income to Net Cash Provided By (Used In) Operating Activities:
Depreciation		3,071,358			3,188,115			3,038,153
Transfer of Telecommunications Plant		(10,599	)		12,402			83,884
Gain on Sale of Midwest Wireless		(705,479	)		(10,815,137	)		—
Gain on Sale of Marketable Securities		(173,786	)		—			—
Equity in Earnings of Affiliates		(1,808,551	)		(1,155,667	)		(428,157	)
Distributions from Affiliates		841,273			724,970			717,749
Changes in Assets and Liabilities:
Accounts Receivable		905,393			28,579			148,738
Accounts Receivable from Affiliates		23,645			(35,620	)		32,177
Income Taxes Receivable		(564,979	)		—			289,314
Notes Receivable		2,930			13,969			20,777
Inventories		(13,146	)		(2,151	)		12,566
Prepaid Expenses		34,650			(69,721	)		13,543
Accounts Payable		24,981			(14,497	)		(131,257	)
Income Taxes Payable		(4,958,961	)		4,927,473			31,488
Accrued Taxes		(2,862	)		800			2,268
Other Accrued Liabilities		(706,533	)		171,629			(131,949	)
Advance Billings		7,794			10,558			21,592
Deferred Income Taxes		429,057			(1,472,601	)		11,341
Other Deferred Credits		(1,541,283	)		621,959			287,554
Net Cash Provided By (Used In) Operating Activities		(1,715,662	)		4,986,667			6,542,089
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Telecommunications Plant		(2,092,589	)		(1,695,871	)		(2,036,565	)
Salvage, Net of Cost of Plant Removal		13,384			54,908			46,723
Change in Materials and Supplies		(108,528	)		(4,553	)		36,186
Purchase of Marketable Securities		(7,857,055	)		(1,008,102	)		—
Sale of Marketable Securities		9,038,943			—			—
Purchase of Short-Term Cash Investments		(7,098,795	)		(5,192,388	)		(1,171,000	)
Sale of Short-Term Cash Investments		12,291,183			779,000			3,859,663
Purchase of Other Investments		(562,769	)		(797,824	)		(278,250	)
Redemption of Other Investments		705,479			15,733,769			41,902
Net Payments from (Loans to) Affiliates		200,000			123,500			(3,000	)
Change in Deferred Charges		(915,867	)		46,716			174,921
Net Cash Provided By Investing Activities		3,613,386			8,039,155			670,580
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal Payments of Long-Term Debt		—			(9,450,005	)		(773,732	)
Increase in Construction and Equipment Payables		—			14,951			56,005
Dividends Paid		(3,900,881	)		(791,575	)		(775,744	)
Net Cash Used In Financing Activities		(3,900,881	)		(10,226,629	)		(1,493,471	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(2,003,157	)		2,799,193			5,719,198
CASH AND CASH EQUIVALENTS at Beginning of Year		14,792,645			11,993,452			6,274,254
CASH AND CASH EQUIVALENTS at End of Year	$	12,789,488		$	14,792,645		$	11,993,452

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

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HUTCHINSON TELEPHONE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

The Company’s principal line of business is providing local telephone service and access to long-distance telephone service through its local exchange network. In addition, the Company also provides services such as switched digital video, internet and long distance. The revenues reported on the statement of income reflect the relative importance of each type of service. The principal market for these telecommunications services are local residential and business customers residing in and around Hutchinson and Litchfield, Minnesota.

Basis of Accounting

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America including certain accounting practices prescribed by the Federal Communications Commission (FCC) and the state regulatory commission in Minnesota.

Accounting Estimates

The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expense, and disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates.

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Hutchinson Cellular, Inc. and Hutchinson Telecommunications, Inc. All significant intercompany transactions and accounts have been eliminated.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are stated at cost, which approximates fair value.

Short-Term Cash Investments

Short-Term interest bearing investments are those with maturities of less than one year but greater than three months when purchased. These investments are readily convertible to cash and are stated at cost, which approximates fair value.

Receivables

Receivables are reported at the amount the Company expects to collect on balances outstanding at year end. The Company monitors outstanding balances and periodically writes off balances that are determined to be uncollectible. The Company has concluded that losses on balances outstanding at year end will be immaterial.

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HUTCHINSON TELEPHONE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Inventories

Inventories are recorded at the lower of average cost or market. Inventories consist of the following:

	2007		2006
Telephone Equipment for Sale or Lease	$	138,923	$	125,777
Construction Materials and Supplies		557,804		449,276
Total	$	696,727	$	575,053

Property and Depreciation

Property and equipment are recorded at original cost. Additions, improvements or major renewals are capitalized. If the assets are sold, retired or otherwise disposed of in the ordinary course of business, the cost plus removal costs less salvage is charged to accumulated depreciation, and the original cost is removed from the asset accounts.

Depreciation is computed using the straight-line method based on estimated service or remaining useful lives of the assets. The composite depreciation rates for telecommunications plant were 6.4% in 2007 and 6.6% in 2006.

Marketable Securities

The Company’s marketable securities have been classified as available-for-sale and are reported at fair value with unrealized gains and losses recorded as part of stockholders’ equity. Investments accounted for using the equity method of accounting and investments which do not have readily determinable fair market values are not affected by this accounting principle.

Realized gains and losses on dispositions are based on the net proceeds and the adjusted book value of the securities sold, using the specific identification method.

Other Investments

The Company follows the equity method of accounting for holdings of 20% to 50% of the voting stock of other operating companies. The equity method is also used for limited liability company interests of greater than 5%. Some investments with ownership interests less than this percentage are accounted for using the equity method because management has influence over operating and financial activities. Under the equity method, the Company’s investment reflects the original cost and recognition of the Company’s share of undistributed earnings or losses of the entity. Other long-term investments are accounted for under the cost method of accounting. This method requires the Company to periodically evaluate whether non-temporary decreases in values of the investments have occurred, and if so, to write the investments down to net realizable values. As the Company is exempt from disclosing estimated fair values, the Company does not estimate fair values for cost method investments if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair values.

Revenue Recognition

Revenues are recognized when earned. Interstate revenues are based upon average schedule settlements with the National Exchange Carrier Association and tariffs filed with the FCC. Local network and intrastate revenues are based upon tariffs filed with the state regulatory commission.

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HUTCHINSON TELEPHONE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

The provision for income taxes consists of an amount for taxes currently payable and a provision for tax consequences deferred to future periods. Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The major temporary differences that gave rise to the net deferred tax liability are differences in investments tax bases and book bases, depreciation which for tax purposes is determined based on accelerated methods and shorter lives, and unrealized gains on marketable securities.

Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average shares outstanding of 63,326.

Presentation of Taxes Collected From Customers

Sales, excise, and other taxes are imposed on most of the Company’s sales to nonexempt customers. The Company collects taxes from customers and remits the entire amounts to the governmental authorities. The Company’s accounting policy is to exclude the taxes collected and remitted from revenues and expenses.

Recently Issued Accounting Principles

In June 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, or FIN 48. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attributable for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This pronouncement also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 was adopted by the Company for the year ended December 31, 2007. The effect of the adoption of FIN 48 was not significant to the Company.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”), which is effective for interim and annual reporting periods beginning after November 15, 2007. This statement provides a definition of fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements for future transactions. We do not expect the adoption of this pronouncement to have a material impact on our financial position or results of operations.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). The Statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 will be effective for the first fiscal year that begins after November 15, 2007. We do not expect the adoption of this pronouncement to have a material impact on our financial position or results of operations.

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HUTCHINSON TELEPHONE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - INVESTMENTS

The Company has a 33.33% ownership in Direct Communications, LLC, (DC) a competitive local exchange carrier. The Company has transactions with DC for circuit routes. During 2007, 2006 and 2005 revenues from these transactions were $87,960, $74,576 and $127,478.

The Company has a 33.33% ownership in SHAL Networks, Inc. and SHAL, LLC (SHAL) which were formed to provide fiber optic cable facilities. The Company has transactions with SHAL for circuit routes. During 2007, 2006 and 2005 revenues from these transactions were $105,818, $86,320, and $118,175 and charges from SHAL were $281,968, $283,980 and $276,580.

At December 31, 2006, the Company had two unsecured notes receivable of $200,000 from SHAL at 3% payable upon demand, these were paid in full in 2007.

During 2006, the Company received a noncash dividend from SHAL Networks, Inc. consisting of $100,000 of accounts receivable from SHAL, LLC. The Company then contributed the accounts receivable to SHAL, LLC as a capital contribution.

The Company, along with the other members of SHAL, have agreed to guarantee a portion of SHAL’s debt. The Company would be required to pay guaranteed portions if SHAL cannot make payments or if the debt is called. At December 31, 2007, SHAL owed $5,872,204 on the guaranteed debt. The note is due in 2014. The Company’s potential liability under the guarantee is not to exceed $2,577,809. As a result of the guarantee the Company has recorded on the balance sheet an increase in other investments at December 31, 2007 and 2006 of $1,957,401 and $2,164,159 with corresponding increases to loan guarantees.

The Company has a 14.29% ownership in Independent Emergency Services, LLC (IES) which was formed to provide E911 telecommunications and data base services. The Company has a contract to provide management and support services to IES. During 2007, 2006 and 2005, charges for these services totaled $1,063,996, $830,681 and $688,150. At December 31, 2007 and 2006, the Company had a receivable from IES in the amount of $17,417 and $11,711.

The Company has a 33.33% ownership in En-Tel Communications, LLC (En-Tel) which was formed to provide competitive local exchange services. The Company has transactions with En-Tel for circuit routes and phone service. During 2007, 2006 and 2005, revenues from these transactions were $19,819, $30,608 and $20,189.

The Company, along with some of the other members of En-Tel, have agreed to guarantee two of En-Tel’s debt instruments. The Company would be required to pay guaranteed portions if En-Tel cannot make payments or if the debt is called. At December 31, 2007, En-Tel owed $8,676,586 on the first note payable. The note is due in 2015. The Company’s potential liability under the guarantee of this note is not to exceed $3,034,722.

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HUTCHINSON TELEPHONE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - INVESTMENTS (Continued)

At December 31, 2007, En-Tel owed $4,899,628 on a second note payable. The note is due in 2018. The Company’s potential liability under this guarantee is not to exceed $2,750,000. As a result of the guarantee, the Company’s balance sheet at December 31, 2007 and 2006 shows an increase in other investments of $2,449,819 and $2,610,485 with corresponding increases to loan guarantees.

The Company has a 8.19% interest in Broadband Visions, LLC (BBV) which provides video headend and internet services. During 2007, 2006 and 2005, charges for these services totaled $179,297, $170,284 and $171,621. The Company provides management and fiber optic transport to BBV. Revenues from management services totaled $216,153, $173,674 and $116,579 in 2007, 2006 and 2005. At December 31, 2007 and 2006, the Company had a receivable from BBV in the amount of $17,246 and $46,652.

Included in Partnership and LLC Investments was an investment in Midwest Wireless Holdings L.L.C. (MWH). In November of 2005, MWH and Alltel Corporation (Alltel) entered into an agreement for Alltel to purchase MWH. The transaction was closed October 4, 2006 after the satisfaction of conditions and the receipt of regulatory approvals. Under the terms of the agreement, all of the members of MWH sold their membership interests to Alltel. Upon closing, the members received approximately 90% of the sale proceeds. Alltel delivered the other 10% to the escrow agent. The escrow account will be used for any true-up adjustments, indemnifications, and other specified costs. Funds not used for such purposes will be released to the members by January 2008.

In October 2006, the Company received $15,679,787 from the sale of its membership units as compared to its investment in MWH of $4,864,650 at closing. A pre-tax gain of $10,815,137 was recorded in 2006. No receivable had been recorded for the funds held in escrow, since the release of funds was contingent on future events.

In 2007, the Company received $751,091 including interest income, and recorded this as income. In January of 2008 under new management, the final release of the escrowed funds took place. The Company received $1,127,982 including interest income, which will be recorded in 2008 when the contingency was finally resolved.

11

HUTCHINSON TELEPHONE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - INVESTMENTS (Continued)

Investments at December 31, 2007 and 2006 are as follows:

	2007
	Cost andGuarantees		Prior Income(Loss)			2005Income(Loss)			2006Income(Loss)			2007Income(Loss)			Cumulative Distributions			Total			2006Total
MWH	$	1,569,484	$	3,047,214		$	1,248,496		$	1,220,276		$	—		$	(2,220,820	)	$	4,864,650		$	4,864,650
Less Sale																			(4,864,650	)		(4,864,650	)
En-Tel		5,505,107		(1,899,809	)		(539,226	)		(380,381	)		(333,345	)		—			2,352,346			2,366,381
SHAL, LLC		3,267,401		(1,227,089	)		(506,850	)		(77,143	)		1,868,229			(723,000	)		2,601,548			1,663,077
SHAL Networks, Inc.		310,858		1,559,222			96,550			231,433			92,376			(1,100,000	)		1,190,439			1,098,063
IES		54,000		557,171			154,574			139,939			176,395			(656,590	)		425,489			315,415
DC		100,000		235,640			(9,463	)		40,206			19,376			(225,000	)		160,759			191,383
BBV		139,262		922			—			(8,688	)		(12,996	)		(922	)		117,578			130,575
Page-ALL, LLC		302,506		(273,171	)		(15,924	)		(9,975	)		(1,484	)		(1,952	)		—			3,436
	$	11,248,618	$	2,000,100		$	428,157		$	1,155,667		$	1,808,551		$	(4,928,284	)		6,848,159			5,768,330
Note Receivable from Officer																			714,000			672,000
RTFC Patronage Capital																			140,697			116,819
Solix, Inc																			75,000			75,000
Arrive Technology																			83,864			66,953
Total																		$	7,861,720		$	6,699,102

Equity income for the years ended December 31, 2006 and 2005 were insignificant to the operations of the Company. Summarized financial information for SHAL, LLC, SHAL Networks, Inc., and En-Tel for the year ended December 31, 2007 is as follows:

Current Assets	$	5,229,233
Noncurrent Assets		25,896,479
Current Liabilities		4,792,067
Noncurrent Liabilities		21,129,756
Members’ Equity		5,203,889
Revenues		8,482,003
Operating Income		967,259
Net Income		4,884,785

12

HUTCHINSON TELEPHONE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - MARKETABLE SECURITIES AND OTHER COMPREHENSIVE INCOME

The cost and fair values of investment securities available-for-sale at December 31, 2007 and 2006 are as follows:

	Cost		Gross Unrealized Gains		Fair Value
December 31, 2007:
VeriSign, Inc.	$	74,418	$	1,542,812	$	1,617,230
December 31, 2006:
VeriSign, Inc.	$	74,418	$	959,732	$	1,034,150
Wealth Appreciation Fund		1,008,102		65,295		1,073,397
Total	$	1,082,520	$	1,025,027	$	2,107,547

In 2007, proceeds from the sales of marketable securities amounted to $9,038,943. There were $178,689 of gains and $4,903 of losses on the disposition of these securities in 2007. There were no sales of marketable securities in 2006 or 2005.

Subsequent to year end, under new management, all shares of VeriSign, Inc. stock were sold for $1,454,231.

Changes in other comprehensive income are as follows:

	Before Tax			Tax Expense			Net-of-Tax Amount
2007:
Unrealized Gains on Available-for-Sale Securities	$	691,571		$	(279,864	)	$	411,707
Reclassification Adjustment for Gains Recognized in Net Income		(173,786	)		70,326			(103,460	)
Net Unrealized Gain	$	517,785		$	(209,538	)	$	308,247
2006:
Unrealized Gains on Available-for-Sale Securities	$	157,745		$	(63,836	)	$	93,909
2005:
Unrealized Losses on Available-for-Sale Securities	$	(503,100	)	$	203,595		$	(299,505	)

As of December 31, 2007, 2006 and 2005, the amount of unrealized gains on available-for-sale securities included in stockholders’ equity is shown net of deferred income taxes of $624,346, $414,808 and $350,972.

13

HUTCHINSON TELEPHONE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - LINE OF CREDIT

The Company has an unsecured $1,800,000 revolving line of credit at 7.25% with a local bank. The line expires May 10, 2008. No balance was outstanding at December 31, 2007 or 2006.

Cash paid for interest was $12,489 in 2007, $761,591 in 2006 and $674,323 in 2005.

NOTE 5 - INCOME TAXES

Income tax expense consists of the following:

	2007		2006			2005
Current Income Taxes Payable	$	1,643,946	$	7,330,615		$	1,637,918
Deferred Income Taxes		429,057		(1,472,601	)		11,341
Total Income Tax Provision	$	2,073,003	$	5,858,014		$	1,649,259

The Company files a consolidated income tax return with its subsidiaries. Net cash paid for income taxes was $7,167,886 in 2007, $2,403,143 in 2006 and $1,317,116 in 2005.

The provision for income taxes varied from the federal statutory tax rate as follows:

	2007			2006			2005
Tax at U.S. Statutory Rate		35.0	%		35.0	%		35.0	%
Less Surtax Exemption		(1.0	)		(1.0	)		(1.0	)
State Income Taxes, Net of Federal Benefit		6.5			6.5			6.5
Effect of Federal Tax Exempt Interest Income		(2.6	)		(1.0	)		(1.5	)
Other		(0.2	)		0.3			0.5
Effective Tax Rate		37.7	%		39.8	%		39.5	%

The components of deferred income taxes are as follows:

	2007			2006
Deferred Tax Assets:
Midwest Wireless	$	86,877		$	165,173
Deferred Compensation		62,406			801,614
Other		111,350			—
Total Deferred Tax Assets		260,633			966,787
Deferred Tax Liabilities:
Depreciation		(2,270,029	)		(2,487,382	)
Equity Investments		(589,533	)		(552,424	)
Marketable Securities		(624,346	)		(414,808	)
Other		—			(96,853	)
Total Deferred Tax Liabilities		(3,483,908	)		(3,551,467	)
Net Deferred Tax Liabilities	$	(3,223,275	)	$	(2,584,680	)
Presented on the balance sheet as:
Current	$	(537,469	)	$	—
Long-Term		(2,685,806	)		(2,584,680	)
Net Deferred Tax Liabilities	$	(3,223,275	)	$	(2,584,680	)

14

HUTCHINSON TELEPHONE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - RETIREMENT PLANS

The Company has a defined contribution money purchase pension plan and a defined contribution profit sharing plan in effect for employees who meet certain age and service requirements. Annual contributions are set by the Board of Directors. The Company contributed 12% of qualified salaries in 2007, 2006 and 2005.

In conjunction with the profit sharing plan is a 401(k) Employee Savings Plan. Employees who meet certain age and service requirements may elect to contribute up to the maximum percentage of their salaries as permitted by law. The Company contributes 50% of the first 4% contributed by each employee.

Total expense under the Company’s plans and related benefit liabilities are shown below:

	2007		2006		2005
Retirement Plan Expense	$	461,673	$	394,325	$	409,287
Retirement Plan Liabilities		392,507		326,839		344,092

The Company also provided, through a non-qualified plan, supplemental retirement benefits in excess of qualified plan limits imposed by federal tax law. This plan covered certain key employees and served to restore the combined retirement plan amounts to original benefit levels. The plan was unfunded apart from the general assets of the Company. In 2007, the Company eliminated this program and paid the liability in full.

Total expense and related benefit liabilities are shown below:

	2007		2006		2005
Retirement Plan Expense	$	377,598	$	270,152	$	211,661
Retirement Plan Liabilities		—		1,119,115		859,678

NOTE 7 - SALE OF COMPANY

Subsequent to year end the stock of the Company was sold to New Ulm Telecom, Inc. On January 4, 2008, New Ulm Telecom, Inc. completed the acquisition for approximately $78 million pursuant to the terms of the agreement and plan of merger dated August 3, 2007, as amended. At that time the Company became a subsidiary of New Ulm Telecom, Inc. with the new owners taking over management of its operations.

15

HUTCHINSON TELEPHONE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - CONCENTRATIONS

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments and other accounts receivable. With the exception of the Company’s primary bank which is a high credit quality financial institution, the Company, by policy, limits the amount of credit exposure to any one financial institution. A significant portion of the Company’s revenues are from long distance carriers in the telephone industry, and consequently, the Company is directly affected by the financial well-being of that industry.

A significant portion of the Company’s revenues are from long distance carriers in the telephone industry, and consequently, the Company is directly affected by the financial well being of that industry. However, the credit risk associated with other accounts receivable is minimized due to the large number of long distance carriers, and historically, credit losses have not been significant.

In 2007, 2006 and 2005, the Company received 4% of its revenues from assistance provided by the Federal Universal Service Fund. The manner in which access revenues and Universal Service Funds are determined is currently being modified by regulatory bodies.

16

EX-99.2

EXHIBIT 99-2

New Ulm Telecom, Inc.

Unaudited Pro Forma Combined Condensed Financial Statements for the year ended December 31, 2007

Introduction to the Pro Forma Financial Statements

As previously reported, on January 4, 2008, New Ulm Telecom, Inc. (“New Ulm”) completed the acquisition of Hutchinson Telephone Company (“HTC”) for approximately $78 million pursuant to the terms of the Agreement and Plan of Merger dated as of August 3, 2007, as amended. The transaction was structured as a reverse triangular merger under which a newly formed subsidiary of New Ulm merged into HTC at closing, with HTC continuing as a subsidiary of New Ulm. The acquisition has resulted in a combined company that provides phone, video and internet services with over 50,000 connections in a number of Minnesota and Iowa communities.

In keeping with the Merger Agreement, approximately $72 million of the $78 million was distributed to former shareholders of HTC immediately. An additional $5.7 million was placed in an escrow account covering (i) indemnification of New Ulm in the amount of $5.2 million covering the representations and warranties of HTC for a period of 15 months from closing and (ii) a “True-Up Reserve” and “Shareholder Fund Amount” in the aggregate amount of $500,000.

The allocation of the purchase price to HTC’s assets and liabilities has been based on preliminary estimates of fair values. This allocation is preliminary and further refinements are likely to be made. Criteria have been established in Statement of Financial Accounting Standards No. 141, “Business Combinations” for determining whether intangible assets should be recognized separately from goodwill. Statement of Financial Accounting Standards No., 142, “Goodwill and Other Intangible Assets” provides that goodwill and intangible assets with indefinite lives are not amortized, but rather are tested for impairment on at least an annual basis.

The following unaudited pro forma combined condensed financial statements are based on the historical financial statements of New Ulm and HTC after giving effect to the acquisition by New Ulm of HTC, and assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined condensed financial statements.

1

NEW ULM TELECOM, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
DECEMBER 31, 2007

ASSETS

	Historical								New Ulm Telecom, Inc. Pro Forma Combined
						Pro Forma Adjustments (Note 2)
			Hutchinson Telephone Co.
	New Ulm
CURRENT ASSETS:
Cash and Cash Equivalents	$	9,510,309		$	12,789,488	$	59,700,000	(a)
		—			—		(79,539,000	) (b)	$	2,460,797
Other Current Assets		2,139,085			4,081,573		1,084,000	(b)		7,304,658
Total Current Assets		11,649,394			16,871,061		(18,755,000	)		9,765,455
INVESTMENTS AND OTHER ASSETS:
Hector Investment		18,699,104			—		—			18,699,104
Goodwill and Intangibles		3,236,181			—		50,210,000	(b)		53,446,181
Other Investments		2,668,483			8,833,116		—			11,501,599
Total Investments and Other Assets		24,603,768			8,833,116		50,210,000			83,646,884
PROPERTY, PLANT AND EQUIPMENT:
Telecommunications Plant		63,309,122			44,936,672		—			108,245,794
Other Property		3,173,127			1,876,009		—			5,049,136
Video Plant		2,656,683			1,803,520		—			4,460,203
Total Property, Plant and Equipment		69,138,932			48,616,201		—			117,755,133
Less Accumulated Depreciation		46,339,199			28,787,023		—			75,126,222
Net Property, Plant and Equipment		22,799,733			19,829,178		—			42,628,911
TOTAL ASSETS	$	59,052,895		$	45,533,355	$	31,455,000		$	136,041,250
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current Portion of Long-Term Debt	$	27,472		$	—	$	3,500,000	(a)		3,527,472
Other Accounts Payable & Accrued Liabilities		2,332,309			2,148,991		439,000	(b)		4,920,300
Total Current Liabilities		2,359,781			2,148,991		3,939,000			8,447,772
LONG-TERM DEBT, Less Current Portion		61,443			—		56,200,000	(a)		56,261,443
NONCURRENT LIABILITIES:
Loan Guarantees		328,336			4,407,220		—			4,735,556
Income Taxes		3,018,684			2,685,806		7,200,000	(b)		12,904,490
Other Deferred Credits		—			407,459		—			407,459
Total Noncurrent Liabilities		3,347,020			7,500,485		7,200,000			18,047,505
STOCKHOLDERS’ EQUITY:
Common Stock		8,525,725			633,260		(633,260	) (b)		8,525,725
Retained Earnings		44,758,926			35,250,619		(35,250,740	) (b)		44,758,805
Total Stockholders’ Equity		53,284,651			35,883,879		(35,884,000	)		53,284,530
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	59,052,895		$	45,533,355	$	31,455,000		$	136,041,250

See accompanying notes to unaudited pro forma combined condensed financial statements.

2

NEW ULM TELECOM, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2007

	Historical						Pro Forma Adjustments (Note 2)			New Ulm Telecom, Inc. Pro Forma Combined
				Hutchinson Telephone Co.
	New Ulm
OPERATING REVENUES:
Local Network	$	3,865,088		$	3,599,636					$	7,464,724
Network Access		5,891,920			8,495,588						14,387,508
Directory Advertising, Billing and Other Services		752,815			623,057						1,375,872
Video and Internet Services		4,024,805			2,550,124						6,574,929
Other Nonregulated Services		2,766,308			1,297,514						4,063,822
Total Operating Revenues		17,300,936			16,565,919			—			33,866,855
OPERATING EXPENSES:
Plant Operations, Excluding Depreciation and Amortization		2,511,302			3,298,900						5,810,202
Cost of Video and Internet Services		2,287,081			2,215,712						4,502,793
Cost of Other Nonregulated Services		1,518,707			600,555						2,119,262
Depreciation and Amortization		3,893,777			3,071,358			1,500,000	(d)		8,465,135
Selling, General and Administrative		4,028,701			5,261,689						9,290,390
Total Operating Expenses		14,239,568			14,448,214			1,500,000			30,187,782
OPERATING INCOME		3,061,368			2,117,705			(1,500,000	)		3,679,073
OTHER INCOME (EXPENSES):
Abondoned Acquisition Costs		(5,787	)		—			—			(5,787	)
Interest Expense		(32,215	)		(12,489	)		(3,477,000	) (c)		(3,521,704	)
Interest and Dividend Income		895,111			709,407			—			1,604,518
Gain on Sale of Cellular Investment		3,116,624			705,479			—			3,822,103
Gain on Sale of Marketable Securities		—			173,786			—			173,786
Equity Earnings in Hector Comm. Corp.		536,504			—			—			536,504
Equity Earnings in Affiliates		—			1,808,551			—			1,808,551
Other Investment Income		73,220			—			—			73,220
Total Other Income (Expenses)		4,583,457			3,384,734			(3,477,000	)		4,491,191
INCOME BEFORE INCOME TAXES		7,644,825			5,502,439			(4,977,000	)		8,170,264
INCOME TAXES		3,061,853			2,073,003			(2,014,000	) (e)		3,120,856
NET INCOME	$	4,582,972		$	3,429,436		$	(2,963,000	)	$	5,049,408
BASIC AND DILUTED NET INCOME PER SHARE	$	0.90		$	0.67		$	(0.58	)	$	0.99
DIVIDENDS PER SHARE	$	0.40		$	—		$	—		$	0.40
WEIGHTED AVERAGE SHARES OUTSTANDING		5,115,435			5,115,435			5,115,435			5,115,435

See accompanying notes to unaudited pro forma combined condensed financial statements.

3

NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL
STATEMENTS

Note 1 – The Acquisition of Hutchinson Telephone Company

On January 4, 2008, New Ulm completed the acquisition of HTC for approximately $78 million pursuant to the terms of the Agreement and Plan of Merger dated as of August 3, 2007, as amended. The transaction was structured as a reverse triangular merger under which a newly formed subsidiary of New Ulm merged into HTC at closing, with HTC continuing as a subsidiary of New Ulm. The acquisition has resulted in a combined company that provides phone, video and internet services with over 50,000 connections in a number of Minnesota and Iowa communities.

In keeping with the Merger Agreement, approximately $72 million of the $78 million was distributed to former shareholders of HTC immediately. An additional $5.7 million was placed in an escrow account covering (i) indemnification of New Ulm in the amount of $5.2 million covering the representations and warranties of HTC for a period of 15 months from closing and (ii) a “True-Up Reserve” and “Shareholder Fund Amount” in the aggregate amount of $500,000.

The unaudited pro forma combined condensed balance sheet and statements of operations are not necessarily indicative of the financial position and operating results that would have been achieved had the acquisition been completed as of the beginning of the earliest periods presented. They should not be construed as being a representation of financial position or future operating results of the combined companies. The unaudited pro forma combined condensed financial information gives effect only to the adjustments set forth in the accompanying notes and does not reflect any integration or acquisition related costs, or any potential cost savings or other synergies that management expects to realize as a result of the merger.

The accompanying unaudited pro forma combined condensed balance sheet of New Ulm and HTC gives effect to the acquisition of HTC as if it had occurred on December 31, 2007. The unaudited pro forma combined condensed balance sheet, including notes thereto, are based on each entity’s respective historical financial statements and notes. The unaudited pro forma combined condensed balance sheet should be read in conjunction with the Company’s audited consolidated financial statements and notes, presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filed on March 17, 2008 with the Securities and Exchange Commission.

The accompanying unaudited pro forma combined condensed consolidated statement of operations of New Ulm and HTC gives effect to the acquisition of HTC as if it had occurred on January 1, 2007, and reflects the unaudited pro forma combined condensed results of operations of HTC for the year ended December 31, 2007 combined with the unaudited pro forma combined condensed results of operations of New Ulm for the year ended December 31, 2007. The unaudited pro forma combined condensed consolidated statement of operations, including notes thereto, are based on each entity’s respective historical financial statements and notes. The unaudited pro forma combined condensed consolidated statement of operations should be read in conjunction with the Company’s audited consolidated financial statements and notes, together with management’s discussion and analysis of financial condition and results of operations, presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 filed on March 17, 2008 with the Securities and Exchange Commission.

4

The unaudited pro forma combined condensed consolidated statements of operations are presented for illustrative purposes only and are not necessarily indicative of the financial position or results of operations that would have actually been reported had the acquisition occurred as of January 1, 2007 for statement of operations purposes, nor are they necessarily indicative of the future financial position or results of operations of the combined companies.

The unaudited pro forma combined condensed consolidated statements of operations include adjustments, which are based upon preliminary estimates, to reflect the allocation of purchase consideration to the acquired assets and liabilities of HTC. The pro forma adjustments are based upon information and assumptions available at the time of the filing of this report. The unaudited pro forma combined condensed consolidated statements of operations do not include the realization of cost savings from operating efficiencies or synergies that may result from the acquisition.

Note 2 – Adjustments to Unaudited Pro Forma Combined Condensed Financial Statements

The adjustments to the unaudited pro forma combined condensed balance sheet as of December 31, 2007 and the pro forma combined condensed statements of income for the year ended December 31, 2007, in connection to the acquisition of HTC are presented below:

Adjustments to Unaudited Pro Forma Combined Condensed Balance Sheet as of December 31, 2007
(a)	This adjustment reflects the entry into Master Loan Agreements and supplements with CoBank, ACB (CoBank). For purposes of this pro forma statement, the debt is reflected as if the loan documents had been executed on December 31, 2007 as shown below.

New Ulm - MLA	$	15,000,000
New Ulm – Supplement 1		10,000,000
HTC - MLA		29,700,000
HTC – Supplement 1		2,000,000
HTC – Supplement 2		3,000,000
Long Term Debt @ December 31, 2007	$	59,700,000

5

(b) This adjustment reflects the approximately $78 million plus additional expenses that New Ulm paid for HTC. A preliminary reconciliation of the consideration paid by New Ulm over HTC’s net assets acquired is as follows:

Cash consideration/Total purchase price	$	79,539,000
Net assets acquired	$	35,884,000
Record receivable on Sale of MWH, net of income taxes of $439,000	$	645,000
Definitely Lived Intangibles:
Customer Relationships	$	15,000,000
Regulatory Rights	$	3,000,000
Deferred Income Taxes	$	(7,200,000	)
Indefinitely Lived Intangibles:
Trade name	$	3,400,000
Goodwill	$	28,810,000
Total Purchase Price	$	79,539,000

The excess of book value of assets acquired reflects the deferred income taxes recorded on definitely lived intangibles which are amortized for financial reporting, but are not deductible for income tax purposes.

Adjustments to the Unaudited Pro Forma Combined Condensed Statements of Operations
(c)	This adjustment reflects additional estimated interest expense due to New Ulm and HTC financing from CoBank, ACB, based on averaged outstanding CoBank borrowings for the year ended December 31, 2007.
(d)	This reflects estimated amortization expense of definitely lived intangible assets of $1,500,000 for the year ended December 31, 2007.
(e)	This adjustment reflects the estimated tax effect of the above statement of operations adjustments.

Note 3 – Items Not Adjusted

The pro forma statements do not reflect any effect of operating efficiencies, cost savings and other benefits anticipated by New Ulm’s management as a result of the merger.

6