Spok (SPOK) 8-K USA Mobility Reports First Quarter Operating Results; Board Declares Quarterly Cash Distribution

Exhibit 99.1

News Release

For Immediate Release	Contact:	Bob Lougee (800) 611-8488
Wednesday, May 5, 2010		bob.lougee@usamobility.com

USA Mobility Reports First Quarter Operating Results;
Board Declares Quarterly Cash Distribution

Subscriber and Revenue Trends Improve;
Operating Expenses Again Reduced;
Cash Flow Margins Maintained

Springfield, VA (May 5, 2010) — USA Mobility, Inc. (Nasdaq: USMO), a leading provider of wireless messaging and communications services, today announced operating results for the first quarter ended March 31, 2010.

In addition, the Company’s Board of Directors declared a regular quarterly cash distribution of $0.25 per share, payable on June 25, 2010 to stockholders of record on May 20, 2010. Of the $0.25 cash distribution, the Company expects $0.23 will be a return of capital and $0.02 will be a dividend distribution.

Total revenue for the first quarter was $62.8 million, compared to $65.4 million in the fourth quarter of 2009 and $79.7 million in the year-earlier quarter. First quarter EBITDA (earnings before interest, taxes, depreciation, amortization and accretion) totaled $22.0 million, compared to $21.0 million in the fourth quarter and $28.6 million in the first quarter of 2009.

Net income for the first quarter was $8.9 million, or $0.39 per fully diluted share, compared to $10.0 million, or $0.43 per fully diluted share, in the year-earlier quarter.

First quarter results included:

• Net unit loss was 83,000 in the first quarter, compared to 115,000 in the prior quarter and 208,000 in the first quarter of 2009. Units in service totaled 2,099,000 at March 31, 2010, compared to 2,607,000 a year earlier.

• The quarterly rate of subscriber loss improved to 3.8 percent, compared to 5.0 percent in the fourth quarter and 7.4 percent in the first quarter of 2009. The annual rate of subscriber erosion was 19.5 percent in the first quarter, compared to 22.5 percent in the fourth quarter and 21.8 percent in the year-earlier quarter.

• The quarterly rate of revenue erosion improved to 4.0 percent, compared to 5.9 percent in the fourth quarter and 5.4 percent in the first quarter of 2009. The annual rate of revenue erosion for the first quarter was 21.2 percent, compared to 22.4 percent in the fourth quarter and 15.9 percent in the year-earlier quarter.

• Total paging ARPU (average revenue per unit) increased to $9.00 in the first quarter from $8.88 in the fourth quarter and $8.86 in the year-earlier quarter. Quarterly ARPU reached its highest level since the third quarter of 2005.

• Operating expenses (excluding depreciation, amortization and accretion) totaled $40.8 million in the first quarter, a reduction of $10.2 million, or 20.0 percent, from $51.1 million in the first quarter of 2009. Quarterly operating expenses declined 7.9 percent from the fourth quarter of 2009.

• EBITDA margin (or EBITDA as a percentage of revenue) was 35.0 percent, compared to 32.2 percent in the fourth quarter of 2009 and 35.9 percent in the year-earlier quarter.

• Capital expenses were $1.7 million, compared to $5.0 million in the fourth quarter of 2009.

• The Company repurchased 364,407 shares of common stock during the quarter under its buy back program, and approximately $20.4 million remains available for purchases under the currently approved plan.

• The Company’s cash balance at March 31, 2010 was $115.6 million.

Vincent D. Kelly, president and chief executive officer, said: “Despite a still sluggish economy, USA Mobility reported outstanding operating results for the first quarter that met or exceeded our key performance objectives and were consistent with the financial guidance we provided earlier this year. We were particularly pleased to see significant improvement in the pace of both subscriber and revenue erosion. Through our continued focus on cost reductions and maintaining operating margins we again generated sufficient cash flow to return significant capital to stockholders in the form of cash distributions and share repurchases.”

Kelly said the Company continued to focus sales and marketing efforts during the quarter around its core market segments of Healthcare, Government and Large Enterprise. “These core segments represented approximately 86.8 percent of our direct subscriber base and 81.5 percent of our direct paging revenue at the end of the first quarter. Healthcare continued to be our best performing market segment with the highest rate of gross placements and lowest rate of net unit loss as healthcare providers continue to benefit from the reliability of paging for their most critical messaging needs. In fact, our networks today carry the bulk of messaging traffic to hospitals across the

country, providing paging service to 44 percent of all U.S. hospitals and 63 percent of major hospitals (those with at least 200 beds).”

Thomas L. Schilling, chief operating officer and chief financial officer, said the Company continued to reduce operating expenses in the first quarter. “Operating expenses (excluding depreciation, amortization and accretion) decreased 20.0 percent from the year-earlier quarter,” Schilling noted, “including a 22.2 percent reduction in payroll expense and a 19.1 decline in site rent expense. In addition, operating expenses as a percentage of revenue was 65.0 percent in the first quarter versus 67.8 percent in the prior quarter, while the combination of lower expenses and higher ARPU resulted in an EBITDA margin of 35.0 percent as compared to 32.2 percent in the fourth quarter of 2009.”

The Company maintained its previous financial guidance for 2010 of revenues between $228 million to $238 million, operating expenses (excluding depreciation, amortization and accretion) between $158 million to $163 million, and capital expenses between $10 million to $12 million.

* * * * * * * * *

USA Mobility plans to host a conference call for investors on its first quarter results at 10:00 a.m. Eastern Time on Thursday, May 6, 2010. The dial-in number for the call is 877-440-5807 (toll-free) or 719-325-4803 (toll). The pass code for the call is 5365764. A replay of the call will be available from 3:00 p.m. ET on May 6 until 11:59 p.m. on Thursday, May 20. The replay number is 888-203-1112 (toll-free) or 719-457-0820 (toll). The pass code for the replay is 5365764.

* * * * * * * * *

USA Mobility’s Annual Meeting of Stockholders will be held at 9:00 a.m. Eastern Time on Wednesday, May 12, 2010 in Alexandria, VA.

About USA Mobility

USA Mobility, Inc., headquartered in Springfield, Virginia, is a comprehensive provider of reliable and affordable wireless communications solutions to the healthcare, government, large enterprise and emergency response sectors. As a single-source provider, USA Mobility‘s focus is on the business-to-business marketplace and supplying wireless connectivity solutions to organizations nationwide. The Company operates the largest one-way paging and advanced two-way paging networks in the United States. In addition, USA Mobility offers mobile voice and data services through Sprint Nextel and T-Mobile, including BlackBerry^® smartphones and GPS location applications. The Company’s product offerings include customized wireless connectivity systems for the healthcare, government and other campus environments. USA Mobility also offers M2M (machine-to-machine) telemetry solutions for numerous applications that include asset tracking, utility meter reading and other remote device monitoring applications on a national scale. For further information visit www.usamobility.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act: Statements contained herein or in prior press releases which are not historical fact, such as statements regarding USA Mobility’s future operating and financial performance, are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that may cause USA Mobility’s actual results to be materially different from the future results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expectations include, but are not limited to, declining demand for paging products and services, the ability to continue to reduce operating expenses, future capital needs, competitive pricing pressures, competition from both traditional paging services and other wireless communications services, government regulation, reliance upon third-party providers for certain equipment and services, as well as other risks described from time to time in periodic reports and registration statements filed with the Securities and Exchange Commission. Although USA Mobility believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. USA Mobility disclaims any intent or obligation to update any forward-looking statements.

Tables to Follow

USA MOBILITY, INC.
CONDENSED CONSOLIDATED RESULTS OF OPERATIONS (a)

(unaudited and in thousands, except share and per share amounts)

	For the three months ended
	3/31/09			6/30/09			9/30/09			12/31/09			3/31/10
Revenues:
Paging service	$	72,021		$	67,972		$	63,308		$	59,657		$	57,832
Cellular		991			775			980			795			708
Product sales		5,271			5,269			4,354			3,927			3,358
Other		1,408			1,129			856			993			886
Total revenues		79,691			75,145			69,498			65,372			62,784
Operating expenses:
Cost of products sold		1,669			1,421			1,593			1,513			1,209
Service, rental and maintenance		22,955			21,290			20,950			20,115			18,941
Selling and marketing		6,062			5,600			5,198			4,955			4,557
General and administrative		20,186			22,801			16,050			15,289			15,812
Severance and restructuring		190			52			15			2,480			314
Depreciation, amortization and accretion		11,270			11,174			10,689			8,781			7,304
Total operating expenses		62,332			62,338			54,495			53,133			48,137
% of total revenues		78.2	%		83.0	%		78.4	%		81.3	%		76.7	%
Operating income		17,359			12,807			15,003			12,239			14,647
% of total revenues		21.8	%		17.0	%		21.6	%		18.7	%		23.3	%
Interest income (expense), net		26			28			16			(1	)		3
Other income (expense), net		112			(42	)		185			275			78
Income before income tax expense (benefit)		17,497			12,793			15,204			12,513			14,728
Income tax expense (benefit)		7,516			(31,953	)		6,003			8,883			5,843
Net income	$	9,981		$	44,746		$	9,201		$	3,630		$	8,885
Basic net income per common share	$	0.43		$	1.96		$	0.40		$	0.16		$	0.39
Diluted net income per common share	$	0.43		$	1.93		$	0.40		$	0.16		$	0.39
Basic weighted average common shares outstanding		23,134,072			22,858,573			22,856,951			22,830,040			22,654,240
Diluted weighted average common shares outstanding		23,479,796			23,200,736			23,194,360			23,167,729			22,967,192
Reconciliation of operating income to EBITDA (b):
Operating income	$	17,359		$	12,807		$	15,003		$	12,239		$	14,647
Add back: depreciation, amortization and accretion		11,270			11,174			10,689			8,781			7,304
EBITDA	$	28,629		$	23,981		$	25,692		$	21,020		$	21,951
% of total revenues		35.9	%		31.9	%		37.0	%		32.2	%		35.0	%

(a)	Slight variations in totals are due to rounding.
(b)	EBITDA or earnings before interest, taxes, depreciation, amortization and accretion is a non-GAAP measure and is presented for analytical purposes only.

USA MOBILITY, INC.
UNITS IN SERVICE ACTIVITY (a)

(unaudited and in thousands)

	For the three months ended
	3/31/09			6/30/09			9/30/09			12/31/09			3/31/10
Units in service
Beginning units in service
Direct one-way		2,349			2,198			2,079			1,969			1,881
Direct two-way		171			157			147			141			133
Total direct		2,520			2,355			2,226			2,110			2,014
Indirect one-way		196			161			139			116			101
Indirect two-way		99			91			84			71			67
Total indirect		295			252			223			187			168
Total beginning units in service		2,815			2,607			2,449			2,297			2,182
Gross placements
Direct one-way		67			74			64			55			53
Direct two-way		6			7			9			5			5
Total direct		73			81			73			60			58
Indirect one-way		8			9			7			6			3
Indirect two-way		4			2			1			2			15
Total indirect		12			11			8			8			18
Total gross placements		85			92			81			68			76
Gross disconnects
Direct one-way		(218	)		(193	)		(174	)		(143	)		(130	)
Direct two-way		(20	)		(17	)		(15	)		(13	)		(12	)
Total direct		(238	)		(210	)		(189	)		(156	)		(142	)
Indirect one-way		(43	)		(31	)		(30	)		(21	)		(14	)
Indirect two-way		(12	)		(9	)		(14	)		(6	)		(3	)
Total indirect		(55	)		(40	)		(44	)		(27	)		(17	)
Total gross disconnects		(293	)		(250	)		(233	)		(183	)		(159	)
Net (loss) gain
Direct one-way		(151	)		(119	)		(110	)		(88	)		(77	)
Direct two-way		(14	)		(10	)		(6	)		(8	)		(7	)
Total direct		(165	)		(129	)		(116	)		(96	)		(84	)
Indirect one-way		(35	)		(22	)		(23	)		(15	)		(11	)
Indirect two-way		(8	)		(7	)		(13	)		(4	)		12
Total indirect		(43	)		(29	)		(36	)		(19	)		1
Total net change		(208	)		(158	)		(152	)		(115	)		(83	)
Ending units in service
Direct one-way		2,198			2,079			1,969			1,881			1,804
Direct two-way		157			147			141			133			126
Total direct		2,355			2,226			2,110			2,014			1,930
Indirect one-way		161			139			116			101			90
Indirect two-way		91			84			71			67			79
Total indirect		252			223			187			168			169
Total ending units in service		2,607			2,449			2,297			2,182			2,099

(a) Slight variations in totals are due to rounding.

USA MOBILITY, INC.
AVERAGE REVENUE PER UNIT (ARPU) AND CHURN (a)

(unaudited)

	For the three months ended
	3/31/09			6/30/09			9/30/09			12/31/09			3/31/10
ARPU
Direct one-way	$	8.11		$	8.18		$	8.08		$	8.04		$	8.16
Direct two-way		23.68			23.62			23.42			23.59			23.61
Total direct		9.15			9.21			9.10			9.06			9.17
Indirect one-way		7.05			7.43			7.51			7.77			8.78
Indirect two-way		4.58			5.19			5.49			5.14			4.84
Total indirect		6.19			6.60			6.74			6.73			7.04
Total one-way		8.03			8.14			8.05			8.02			8.19
Total two-way		16.66			16.86			17.09			17.32			16.76
Total paging ARPU	$	8.86		$	8.96		$	8.89		$	8.88		$	9.00
Gross disconnect rate (b)
Direct one-way		-9.3	%		-8.8	%		-8.4	%		-7.2	%		-6.9	%
Direct two-way		-11.8	%		-11.0	%		-10.2	%		-8.9	%		-9.1	%
Total direct		-9.5	%		-8.9	%		-8.5	%		-7.3	%		-7.1	%
Indirect one-way		-22.0	%		-19.4	%		-21.9	%		-18.9	%		-13.7	%
Indirect two-way		-11.6	%		-9.1	%		-16.4	%		-8.5	%		-4.9	%
Total indirect		-18.5	%		-15.6	%		-19.8	%		-14.9	%		-10.1	%
Total one-way		-10.3	%		-9.5	%		-9.2	%		-7.9	%		-7.3	%
Total two-way		-11.7	%		-10.3	%		-12.5	%		-8.8	%		-7.7	%
Total paging gross disconnect rate		-10.4	%		-9.6	%		-9.5	%		-8.0	%		-7.3	%
Net (loss) gain rate (c)
Direct one-way		-6.4	%		-5.4	%		-5.3	%		-4.4	%		-4.1	%
Direct two-way		-8.5	%		-6.4	%		-4.4	%		-5.5	%		-5.0	%
Total direct		-6.6	%		-5.5	%		-5.2	%		-4.5	%		-4.2	%
Indirect one-way		-17.8	%		-13.7	%		-16.9	%		-13.6	%		-10.5	%
Indirect two-way		-8.2	%		-7.2	%		-14.9	%		-5.2	%		17.1	%
Total indirect		-14.6	%		-11.3	%		-16.1	%		-10.4	%		0.7	%
Total one-way		-7.3	%		-6.0	%		-6.0	%		-5.0	%		-4.4	%
Total two-way		-8.4	%		-6.7	%		-8.2	%		-5.4	%		2.5	%
Total paging net (loss) gain rate		-7.4	%		-6.0	%		-6.2	%		-5.0	%		-3.8	%

(a)	Slight variations in totals are due to rounding.
(b)	Gross disconnect rate is current period disconnected units divided by prior period ending units in service.
(c)	Net (loss) gain rate is net current period placements and disconnected units in service divided by prior period ending units in service.

USA MOBILITY, INC.
SUPPLEMENTAL INFORMATION BY MARKET SEGMENT (a)

(unaudited)

	For the three months ended
	3/31/09			6/30/09			9/30/09			12/31/09			3/31/10
Gross placement rate (b)
Healthcare		3.7	%		4.4	%		3.8	%		3.4	%		3.5	%
Government		1.7	%		2.4	%		2.4	%		1.9	%		1.8	%
Large enterprise		2.4	%		2.2	%		3.3	%		2.2	%		2.1	%
Other		2.4	%		2.5	%		2.3	%		2.2	%		2.4	%
Total direct		2.9	%		3.4	%		3.3	%		2.8	%		2.9	%
Total indirect		3.9	%		4.3	%		3.7	%		4.5	%		10.9	%
Total		3.0	%		3.5	%		3.3	%		3.0	%		3.5	%
Gross disconnect rate (b)
Healthcare		-6.8	%		-6.2	%		-6.7	%		-5.5	%		-4.9	%
Government		-9.9	%		-10.7	%		-10.7	%		-9.4	%		-9.1	%
Large enterprise		-13.3	%		-13.0	%		-10.7	%		-9.4	%		-10.3	%
Other		-13.0	%		-12.4	%		-10.6	%		-10.1	%		-11.0	%
Total direct		-9.5	%		-8.9	%		-8.5	%		-7.3	%		-7.1	%
Total indirect		-18.5	%		-15.6	%		-19.8	%		-14.9	%		-10.1	%
Total		-10.4	%		-9.6	%		-9.5	%		-8.0	%		-7.3	%
Net (loss) gain rate (b)
Healthcare		-3.1	%		-1.8	%		-2.9	%		-2.1	%		-1.4	%
Government		-8.2	%		-8.4	%		-8.3	%		-7.5	%		-7.4	%
Large enterprise		-10.9	%		-10.9	%		-7.4	%		-7.2	%		-8.1	%
Other		-10.6	%		-10.0	%		-8.3	%		-7.9	%		-8.6	%
Total direct		-6.6	%		-5.5	%		-5.2	%		-4.5	%		-4.2	%
Total indirect		-14.6	%		-11.3	%		-16.1	%		-10.4	%		0.7	%
Total		-7.4	%		-6.0	%		-6.2	%		-5.0	%		-3.8	%
End of period units in service % of total (b)
Healthcare		44.9	%		49.8	%		51.5	%		53.2	%		54.5	%
Government		17.2	%		15.6	%		15.3	%		14.9	%		14.4	%
Large enterprise		12.0	%		11.8	%		11.8	%		11.4	%		10.9	%
Other		16.2	%		13.7	%		13.2	%		12.8	%		12.1	%
Total direct		90.3	%		90.9	%		91.8	%		92.3	%		91.9	%
Total indirect		9.7	%		9.1	%		8.2	%		7.7	%		8.1	%
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

(a)	Slight variations in totals are due to rounding.
(b)	Changes in the classification of units in service are reflected in the quarter when such changes are identified. Such changes are then appropriately reflected in calculating the gross placement, gross disconnect and net (loss) gain rates.

USA MOBILITY, INC.
SUPPLEMENTAL INFORMATION — DIRECT UNITS IN SERVICE AND CELLULAR ACTIVATIONS (a)

(unaudited)

	For the three months ended
	3/31/09			6/30/09			9/30/09			12/31/09			3/31/10
Account size ending units in service (000’s)
1 to 3 units		137			126			118			109			101
4 to 10 units		82			75			70			66			62
11 to 50 units		199			183			168			158			149
51 to 100 units		125			112			104			97			92
101 to 1,000 units		626			580			546			519			499
>1,000 units		1,186			1,150			1,104			1,065			1,027
Total		2,355			2,226			2,110			2,014			1,930
End of period units in service % of total direct
1 to 3 units		5.8	%		5.7	%		5.6	%		5.4	%		5.2	%
4 to 10 units		3.5	%		3.4	%		3.3	%		3.3	%		3.2	%
11 to 50 units		8.4	%		8.2	%		8.0	%		7.8	%		7.7	%
51 to 100 units		5.3	%		5.0	%		4.9	%		4.8	%		4.8	%
101 to 1,000 units		26.6	%		26.0	%		25.9	%		25.8	%		25.9	%
>1,000 units		50.4	%		51.7	%		52.3	%		52.9	%		53.2	%
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Account size net loss rate
1 to 3 units		-7.8	%		-7.9	%		-6.9	%		-7.4	%		-7.6	%
4 to 10 units		-8.8	%		-7.9	%		-6.7	%		-6.1	%		-5.3	%
11 to 50 units		-8.9	%		-8.2	%		-7.7	%		-5.9	%		-5.8	%
51 to 100 units		-6.2	%		-10.1	%		-7.6	%		-6.8	%		-4.4	%
101 to 1,000 units		-8.0	%		-7.4	%		-5.9	%		-4.9	%		-3.7	%
>1,000 units		-5.1	%		-3.1	%		-4.0	%		-3.5	%		-3.7	%
Total		-6.6	%		-5.5	%		-5.2	%		-4.5	%		-4.2	%
Account size ARPU
1 to 3 units	$	14.73		$	15.07		$	14.98		$	15.03		$	15.28
4 to 10 units		14.00			14.30			14.24			14.21			14.37
11 to 50 units		11.41			11.65			11.54			11.45			11.86
51 to 100 units		10.30			10.13			10.06			10.06			10.67
101 to 1,000 units		8.94			9.04			8.89			8.82			9.00
>1,000 units		7.77			7.80			7.76			7.79			7.80
Total	$	9.15		$	9.21		$	9.10		$	9.06		$	9.17
Cellular revenue
Number of activations		2,389			2,207			2,633			2,253			2,354
Revenue from cellular services (000’s)	$	991		$	775		$	980		$	795		$	708

(a) Slight variations in totals are due to rounding.

USA MOBILITY, INC.
CONSOLIDATED OPERATING EXPENSES SUPPLEMENTAL INFORMATION (a)

(unaudited and in thousands)

	For the three months ended
	3/31/09		6/30/09		9/30/09			12/31/09		3/31/10
Cost of products sold	$	1,669	$	1,421	$	1,593		$	1,513	$	1,209
Service, rental and maintenance
Site rent		11,218		10,223		10,422			9,871		9,079
Telecommunications		4,485		4,284		3,945			3,885		3,831
Payroll and related		5,631		5,286		4,988			4,725		4,586
Stock based compensation		49		7		13			12		6
Other		1,572		1,490		1,582			1,622		1,439
Total service, rental and maintenance		22,955		21,290		20,950			20,115		18,941
Selling and marketing
Payroll and related		4,175		3,711		3,366			3,199		2,964
Commissions		1,201		1,422		1,328			1,131		1,164
Stock based compensation		109		26		26			26		17
Other		577		441		478			599		412
Total selling and marketing		6,062		5,600		5,198			4,955		4,557
General and administrative
Payroll and related		9,075		7,754		7,213			7,089		6,912
Stock based compensation		569		241		241			241		240
Bad debt		850		750		699			654		713
Facility rent		1,628		1,446		1,457			1,411		1,354
Telecommunications		771		721		720			702		657
Outside services		4,514		4,063		3,269			3,051		3,267
Taxes, licenses and permits		1,101		1,695		(680	)		660		1,591
Other		1,678		6,131		3,131			1,481		1,078
Total general and administrative		20,186		22,801		16,050			15,289		15,812
Severance and restructuring		190		52		15			2,480		314
Depreciation, amortization and accretion		11,270		11,174		10,689			8,781		7,304
Operating expenses	$	62,332	$	62,338	$	54,495		$	53,133	$	48,137
Capital expenditures	$	6,054	$	4,355	$	1,806		$	5,014	$	1,725

(a) Slight variations in totals are due to rounding.

USA MOBILITY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (a)

(in thousands)

	12/31/09		3/31/10
			(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	109,591	$	115,555
Accounts receivable, net		19,051		17,354
Taxes receivables		5,117		5,136
Prepaid expenses and other		3,016		4,267
Deferred income tax assets, net		1,068		462
Total current assets		137,843		142,774
Property and equipment, net		41,295		36,180
Intangible assets, net		226		466
Deferred income tax assets, net		32,123		26,952
Other assets		2,061		405
Total assets	$	213,548	$	206,777
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued liabilities	$	35,214	$	28,929
Customer deposits		888		837
Deferred revenue		7,422		7,035
Total current liabilities		43,524		36,801
Other long-term liabilities		11,228		11,901
Total liabilities		54,752		48,702
Stockholders’ equity:
Preferred stock		—		—
Common stock		2		2
Additional paid-in capital		137,378		133,413
Retained earnings		21,416		24,660
Total stockholders’ equity		158,796		158,075
Total liabilities and stockholders’ equity	$	213,548	$	206,777

(a) Slight variations in totals are due to rounding.

USA MOBILITY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (a)

(unaudited and in thousands)

	For the three months ended
	3/31/09			3/31/10
Cash flows from operating activities:
Net income	$	9,981		$	8,885
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion		11,270			7,304
Deferred income tax expense		6,954			5,777
Amortization of stock based compensation		727			263
Provisions for doubtful accounts, service credits and other		1,517			1,225
Non-cash transaction tax accrual adjustments		(1,394	)		(350	)
Loss on disposals of property and equipment		—			59
Changes in assets and liabilities:
Accounts receivable		1,000			472
Prepaid expenses, intangibles and other assets		345			(31	)
Accounts payable and accrued liabilities		(2,373	)		(5,273	)
Customer deposits and deferred revenue		(722	)		(438	)
Net cash provided by operating activities		27,305			17,893
Cash flows from investing activities:
Purchases of property and equipment		(6,054	)		(1,725	)
Proceeds from disposals of property and equipment		7			38
Net cash used in investing activities		(6,047	)		(1,687	)
Cash flows from financing activities:
Cash distributions to stockholders		(28,517	)		(5,619	)
Purchase of common stock		(2,698	)		(4,623	)
Net cash used in financing activities		(31,215	)		(10,242	)
Net (decrease) increase in cash and cash equivalents		(9,957	)		5,964
Cash and cash equivalents, beginning of period		75,032			109,591
Cash and cash equivalents, end of period	$	65,075		$	115,555
Supplemental disclosure:
Interest paid	$	—		$	1
Income taxes paid (state and local)	$	15		$	—

(a) Slight variations in totals are due to rounding.