Spok (SPOK) 8-K USA Mobility Reports Fourth Quarter and 2010 Operating Results; Announces Regular Quarterly Dividend

Exhibit 99.1

News Release

For Immediate Release	Contact:	Bob Lougee (800) 611-8488
Wednesday, February 23, 2011		bob.lougee@usamobility.com

USA Mobility Reports Fourth Quarter and 2010 Operating Results;
Announces Regular Quarterly Dividend

Subscriber and Revenue Trends Improve; Operating Expenses Decline;
$44.2 Million in Capital Returned to Stockholders in 2010

Springfield, VA (February 23, 2011) — USA Mobility, Inc. (Nasdaq: USMO), a leading provider of wireless messaging and communications services, today announced operating results for the fourth quarter and year ended December 31, 2010.

In addition, the Company’s Board of Directors declared a regular quarterly dividend distribution of $0.25 per share. The dividend distribution will be paid on March 31, 2011 to stockholders of record on March 17, 2011.

For the fourth quarter, total revenues were $54.6 million, compared to $56.7 million in the third quarter of 2010 and $65.4 million in the fourth quarter of 2009. EBITDA (earnings before interest, taxes, depreciation, amortization and accretion) was $16.9 million in the fourth quarter of 2010, compared to $21.0 million in the year-earlier quarter. Fourth quarter operating income was $12.7 million, compared to $12.2 million in the fourth quarter of 2009. Fourth quarter results were negatively impacted by a one-time litigation settlement expense of $2.1 million in connection with breach of contract claims and by $1.7 million in severance expenses for planned headcount reductions in 2011. Absent the one-time litigation settlement and severance expenses, operating income would have been $16.5 million and EBITDA $20.7 million.

Net income for the fourth quarter of 2010 was $40.5 million, or $1.82 per fully diluted share, compared to $3.6 million, or $0.16 per fully diluted share, in the year-earlier quarter. The significant increase in net

income in the fourth quarter was largely the result of a $32.9 million decrease in the deferred income tax asset valuation allowance, which adjusted the balance of deferred income tax assets to their estimated realizable amounts. This resulted in an offsetting benefit to income tax expense. Excluding the income tax benefit, the one-time litigation settlement and severance expenses, net income in the fourth quarter would have been $10.0 million, or $0.45 per fully diluted share.

For the full-year 2010, revenues totaled $233.3 million, compared to $289.7 million in 2009, while EBITDA was $81.3 million, or 34.9 percent of revenue, compared to $99.3 million, or 34.3 percent of revenue, in the prior year. The Company reported net income for 2010 of $77.9 million, or $3.45 per fully diluted share, compared to a net income of $67.6 million, or $2.90 per fully diluted share, for 2009.

Key results and highlights for the fourth quarter and 2010 included:

• Net unit losses were 61,000 in the fourth quarter, compared to 77,000 in the third quarter and 115,000 in the year-earlier quarter, while the quarterly rate of unit erosion improved to 3.2 percent from 3.8 percent in the third quarter and 5.0 percent in the fourth quarter of 2009. The annual rate of unit erosion was 13.4 percent in 2010, compared to 22.5 percent in 2009. Net unit losses were 293,000 in 2010 versus 633,000 in 2009. Units in service at year-end 2010 totaled 1,889,000, compared to 2,182,000 a year earlier.

• The quarterly rate of revenue erosion improved to 3.6 percent in the fourth quarter from 4.1 percent in the third quarter. The annual rate of revenue erosion was 16.4 percent, compared to 18.4 percent in the third quarter and 22.4 percent in the year-earlier quarter. The year-over-year rate of revenue decline was 19.5 percent in 2010 compared to 19.4 percent in 2009.

• Operating expenses (excluding depreciation, amortization and accretion) were $37.8 million for the fourth quarter, a reduction of 14.9 percent from $44.4 million in the year-earlier quarter. Fourth quarter 2010 operating expenses included a one-time litigation settlement expense of $2.1 million and severance expenses of $1.7 million. For 2010, operating expenses declined 20.2 percent to $151.9 million from $190.4 million in 2009. Expense reduction during the year was largely the result of continued network rationalization, staff reductions and implementation of other company-wide cost efficiencies.

• Average revenue per unit (ARPU) was $8.74 for the fourth quarter, compared to $8.85 in the third quarter and $8.88 in the fourth quarter of 2009. For the year, ARPU totaled $8.84, compared to $8.77 in 2009.

• EBITDA as a percentage of revenue (EBITDA margin) was 30.9 percent in the fourth quarter, compared to 32.2 percent the year-earlier quarter. Absent the severance and litigation settlement expenses, EBITDA margin would have been 37.8 percent in the fourth quarter of 2010.

• Capital expenses were $4.7 million in the fourth quarter versus $5.0 million in the year-earlier quarter. For 2010, capital expenses totaled $8.7 million, compared to $17.2 million in 2009.

• The Company generated $72.8 million in cash during the year from operating and investing activities and had an ending cash balance of $129.2 million at December 31, 2010.

• The number of full-time equivalent employees declined from 672 at the beginning of the year to 540 at year-end as a result of various consolidation and expense control initiatives.

“Despite a still recovering economy, we made excellent progress in the fourth quarter and throughout 2010,” said Vincent D. Kelly, president and chief executive officer. “We continued to operate the Company profitably while meeting our primary performance goals, including improved rates of subscriber and revenue erosion, significant expense reduction, solid ARPU, strong operating margins and enhanced organizational efficiencies. We also continued to focus sales and marketing initiatives around our core market segments, especially Healthcare. In addition, we again met our goal of generating sufficient cash flow to return significant capital to stockholders.”

Kelly said subscriber and revenue trends, after deteriorating for much of 2008 and 2009, began to improve in the fourth quarter of 2009 and improved steadily throughout 2010 as the overall economy stabilized. “We were pleased to see marked improvement in the pace of subscriber and revenue erosion over the past year as our net loss rates reached their lowest level in more than five years. Healthcare continued to be our best performing market segment, contributing 73.8 percent of our direct gross placements in the fourth quarter, while a net churn of 1.1 percent among Healthcare accounts remained significantly lower than all other subscriber segments.” He added that the Healthcare market segment represented 62.9 percent of the Company’s direct subscriber base at year-end as well as 57.0 percent of direct paging revenue in the fourth quarter.

Kelly said USA Mobility paid cash distributions to stockholders totaling $2.00 per share during 2010, including regular quarterly cash distributions of $0.25 per share and a special cash distribution of $1.00 per share in the fourth quarter. The distributions represented a return of capital to stockholders of $1.90 per share, and cash dividends of $0.10 per share. “We were delighted to be able to return capital to stockholders during the year, consistent with our capital allocation strategy, as well as distribute a portion of cash as dividends. Over the past six years we have now returned $366.6 million to our stockholders. In addition,”

he noted, “we repurchased $8.9 million of our common stock during 2010, and have now repurchased a total of $51.7 million since the inception of our stock buy-back program in 2008.”

Shawn E. Endsley, chief financial officer, said: “Overall, we were pleased with our 2010 operating results, which met or exceeded our expectations. Although we continued to operate in a challenging environment, we were able to again reduce operating expenses at a faster pace than our revenue decline and thus maintain strong EBITDA margins throughout the year. At the same time, ARPU remained strong and capital expenses declined, allowing us to generate net operating cash flow after investing activities of $72.8 million.”

Endsley added: “For the year, operating expenses (excluding depreciation, amortization and accretion) declined 20.2 percent from 2009, outpacing the 19.5 percent year-over-year decline in revenues. In fact, our costs declined faster than revenues in 2010 for the fifth straight year. Expense savings were largely the result of significant progress in our network rationalization program, including lower site rents, combined with staff reductions and various cost savings efforts made throughout the Company.”

Endsley said the non-recurring expense items in the fourth quarter included a reduction to the deferred income tax asset valuation allowance of $32.9 million which resulted in a benefit to income tax expense, partially offset by $2.1 million in litigation settlement expense involving breach of contract claims and by $1.7 million in severance expenses for our 2011 headcount reduction plans. He added: “Excluding the one-time items, fourth quarter net income would have been $10.0 million, or $0.45 per fully diluted share.”

Commenting on the Company’s financial guidance, Endsley said: “We are pleased that once again our annual results were either within or better than the financial guidance we provided. Total revenue of $233.3 million was within our guidance range of $230 million to $235 million; operating expenses (excluding depreciation, amortization and accretion) of $151.9 million were below the guidance range of $156 million to $159 million; and capital expenses of $8.7 million were within the guidance range of $7 million to $9 million. With respect to wireless company guidance for 2011, the Company expects revenue to be in a range from $182 million to $192 million, operating expenses (excluding depreciation, amortization and accretion) to be in a range from $132 million to $136 million, and capital expenses in a range from $5 million to $7 million.”

* * * * * * * * *

USA Mobility plans to host a conference call for investors on its fourth quarter and 2010 results at 10:00 a.m. Eastern Time on Thursday, February 24, 2011. Dial-in numbers for the call are 719-325-2105 or 888-539-3686. The pass code for the call is 1716214. A replay of the call will be available from 2:00 p.m. ET on February 24 until 11:59 p.m. on Thursday, March 10. Replay numbers are 719-457-0820 or 888-203-1112. The pass code for the replay is 1716214.

* * * * * * * * *

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			6/30/10			9/30/10			12/31/10
Revenues:
Paging service	$	72,021		$	67,972		$	63,308		$	59,657		$	57,832		$	54,875		$	52,778		$	50,319
Cellular		991			775			980			795			708			624			532			499
Product sales		5,271			5,269			4,354			3,927			3,358			2,732			2,805			2,784
Other		1,408			1,129			856			993			886			881			595			1,046
Total revenues		79,691			75,145			69,498			65,372			62,784			59,112			56,710			54,648
Operating expenses:
Cost of products sold		1,669			1,421			1,593			1,513			1,209			1,134			819			1,051
Service, rental and maintenance		22,955			21,290			20,950			20,115			18,941			17,175			16,821			16,221
Selling and marketing		6,062			5,600			5,198			4,955			4,557			4,394			4,060			3,915
General and administrative		20,186			22,801			16,050			15,289			15,812			15,924			12,907			14,829
Severance and restructuring		190			52			15			2,480			314			41			86			1,738
Depreciation, amortization and accretion		11,270			11,174			10,689			8,781			7,304			6,698			5,899			4,226
Total operating expenses		62,332			62,338			54,495			53,133			48,137			45,366			40,592			41,980
% of total revenues		78.2	%		83.0	%		78.4	%		81.3	%		76.7	%		76.7	%		71.6	%		76.8	%
Operating income		17,359			12,807			15,003			12,239			14,647			13,746			16,118			12,668
% of total revenues		21.8	%		17.0	%		21.6	%		18.7	%		23.3	%		23.3	%		28.4	%		23.2	%
Interest income (expense), net		26			28			16			(1	)		3			4			6			3
Other income (expense), net		112			(42	)		185			275			78			180			2,320			227
Income before income tax expense (benefit)		17,497			12,793			15,204			12,513			14,728			13,930			18,444			12,898
Income tax expense (benefit)		7,516			(31,953	)		6,003			8,883			5,843			841			3,060			(27,642	)
Net income	$	9,981		$	44,746		$	9,201		$	3,630		$	8,885		$	13,089		$	15,384		$	40,540
Basic net income per common share	$	0.43		$	1.96		$	0.40		$	0.16		$	0.39		$	0.59		$	0.70		$	1.84
Diluted net income per common share	$	0.43		$	1.93		$	0.40		$	0.16		$	0.39		$	0.58		$	0.69		$	1.82
Basic weighted average common shares outstanding		23,134,072			22,858,573			22,856,951			22,830,040			22,654,240			22,307,488			22,060,636			22,050,512
Diluted weighted average common shares outstanding		23,479,796			23,200,736			23,194,360			23,167,729			22,967,192			22,620,707			22,372,786			22,323,551
Reconciliation of operating income to EBITDA (b):
Operating income	$	17,359		$	12,807		$	15,003		$	12,239		$	14,647		$	13,746		$	16,118		$	12,668
Add back: depreciation, amortization and accretion		11,270			11,174			10,689			8,781			7,304			6,698			5,899			4,226
EBITDA	$	28,629		$	23,981		$	25,692		$	21,020		$	21,951		$	20,444		$	22,017		$	16,894
% of total revenues		35.9	%		31.9	%		37.0	%		32.2	%		35.0	%		34.6	%		38.8	%		30.9	%

(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			6/30/10			9/30/10			12/31/10
Units in service
Beginning units in service
Direct one-way		2,349			2,198			2,079			1,969			1,881			1,804			1,749			1,692
Direct two-way		171			157			147			141			133			126			121			109
Total direct		2,520			2,355			2,226			2,110			2,014			1,930			1,870			1,801
Indirect one-way		196			161			139			116			101			90			82			75
Indirect two-way		99			91			84			71			67			79			75			74
Total indirect		295			252			223			187			168			169			157			149
Total beginning units in service		2,815			2,607			2,449			2,297			2,182			2,099			2,027			1,950
Gross placements
Direct one-way		67			74			64			55			53			62			58			45
Direct two-way		6			7			9			5			5			6			4			6
Total direct		73			81			73			60			58			68			62			51
Indirect one-way		8			9			7			6			3			3			3			2
Indirect two-way		4			2			1			2			15			1			1			1
Total indirect		12			11			8			8			18			4			4			3
Total gross placements		85			92			81			68			76			72			66			54
Gross disconnects
Direct one-way		(218	)		(193	)		(174	)		(143	)		(130	)		(117	)		(115	)		(92	)
Direct two-way		(20	)		(17	)		(15	)		(13	)		(12	)		(11	)		(16	)		(9	)
Total direct		(238	)		(210	)		(189	)		(156	)		(142	)		(128	)		(131	)		(101	)
Indirect one-way		(43	)		(31	)		(30	)		(21	)		(14	)		(11	)		(10	)		(9	)
Indirect two-way		(12	)		(9	)		(14	)		(6	)		(3	)		(5	)		(2	)		(5	)
Total indirect		(55	)		(40	)		(44	)		(27	)		(17	)		(16	)		(12	)		(14	)
Total gross disconnects		(293	)		(250	)		(233	)		(183	)		(159	)		(144	)		(143	)		(115	)
Net gain (loss)
Direct one-way		(151	)		(119	)		(110	)		(88	)		(77	)		(55	)		(57	)		(47	)
Direct two-way		(14	)		(10	)		(6	)		(8	)		(7	)		(5	)		(12	)		(3	)
Total direct		(165	)		(129	)		(116	)		(96	)		(84	)		(60	)		(69	)		(50	)
Indirect one-way		(35	)		(22	)		(23	)		(15	)		(11	)		(8	)		(7	)		(7	)
Indirect two-way		(8	)		(7	)		(13	)		(4	)		12			(4	)		(1	)		(4	)
Total indirect		(43	)		(29	)		(36	)		(19	)		1			(12	)		(8	)		(11	)
Total net change		(208	)		(158	)		(152	)		(115	)		(83	)		(72	)		(77	)		(61	)
Ending units in service
Direct one-way		2,198			2,079			1,969			1,881			1,804			1,749			1,692			1,645
Direct two-way		157			147			141			133			126			121			109			106
Total direct		2,355			2,226			2,110			2,014			1,930			1,870			1,801			1,751
Indirect one-way		161			139			116			101			90			82			75			68
Indirect two-way		91			84			71			67			79			75			74			70
Total indirect		252			223			187			168			169			157			149			138
Total ending units in service		2,607			2,449			2,297			2,182			2,099			2,027			1,950			1,889

(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			6/30/10			9/30/10			12/31/10
ARPU
Direct one-way	$	8.11		$	8.18		$	8.08		$	8.04		$	8.16		$	8.05		$	8.07		$	8.05
Direct two-way		23.68			23.62			23.42			23.59			23.61			23.55			23.11			22.57
Total direct		9.15			9.21			9.10			9.06			9.17			9.06			9.01			8.92
Indirect one-way		7.05			7.43			7.51			7.77			8.78			8.87			9.60			9.13
Indirect two-way		4.58			5.19			5.49			5.14			4.84			4.25			4.09			3.98
Total indirect		6.19			6.60			6.74			6.73			7.04			6.65			6.86			6.48
Total one-way		8.03			8.14			8.05			8.02			8.19			8.09			8.14			8.09
Total two-way		16.66			16.86			17.09			17.32			16.76			16.06			15.54			14.96
Total paging ARPU	$	8.86		$	8.96		$	8.89		$	8.88		$	9.00		$	8.87		$	8.85		$	8.74
Gross disconnect rate (b)
Direct one-way		-9.3	%		-8.8	%		-8.4	%		-7.2	%		-6.9	%		-6.5	%		-6.6	%		-5.5	%
Direct two-way		-11.8	%		-11.0	%		-10.2	%		-8.9	%		-9.1	%		-8.5	%		-13.0	%		-8.5	%
Total direct		-9.5	%		-8.9	%		-8.5	%		-7.3	%		-7.1	%		-6.6	%		-7.0	%		-5.7	%
Indirect one-way		-22.0	%		-19.4	%		-21.9	%		-18.9	%		-13.7	%		-12.8	%		-12.5	%		-12.1	%
Indirect two-way		-11.6	%		-9.1	%		-16.4	%		-8.5	%		-4.9	%		-6.8	%		-2.6	%		-5.8	%
Total indirect		-18.5	%		-15.6	%		-19.8	%		-14.9	%		-10.1	%		-9.9	%		-7.7	%		-8.9	%
Total one-way		-10.3	%		-9.5	%		-9.2	%		-7.9	%		-7.3	%		-6.8	%		-6.8	%		-5.7	%
Total two-way		-11.7	%		-10.3	%		-12.5	%		-8.8	%		-7.7	%		-7.9	%		-9.0	%		-7.4	%
Total paging gross disconnect rate		-10.4	%		-9.6	%		-9.5	%		-8.0	%		-7.3	%		-6.9	%		-7.0	%		-5.9	%
Net gain / loss rate (c)
Direct one-way		-6.4	%		-5.4	%		-5.3	%		-4.4	%		-4.1	%		-3.1	%		-3.2	%		-2.7	%
Direct two-way		-8.5	%		-6.4	%		-4.4	%		-5.5	%		-5.0	%		-4.2	%		-9.5	%		-4.6	%
Total direct		-6.6	%		-5.5	%		-5.2	%		-4.5	%		-4.2	%		-3.1	%		-3.6	%		-2.8	%
Indirect one-way		-17.8	%		-13.7	%		-16.9	%		-13.6	%		-10.5	%		-9.8	%		-9.2	%		-9.8	%
Indirect two-way		-8.2	%		-7.2	%		-14.9	%		-5.2	%		17.1	%		-4.7	%		-0.9	%		-4.6	%
Total indirect		-14.6	%		-11.3	%		-16.1	%		-10.4	%		0.7	%		-7.4	%		-5.1	%		-7.2	%
Total one-way		-7.3	%		-6.0	%		-6.0	%		-5.0	%		-4.4	%		-3.4	%		-3.5	%		-3.0	%
Total two-way		-8.4	%		-6.7	%		-8.2	%		-5.4	%		2.5	%		-4.4	%		-6.1	%		-4.6	%
Total paging net gain / loss rate		-7.4	%		-6.0	%		-6.2	%		-5.0	%		-3.8	%		-3.5	%		-3.8	%		-3.2	%

(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 gain / loss 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			6/30/10			9/30/10			12/31/10
Gross placement rate (b)
Healthcare		3.7	%		4.4	%		3.8	%		3.4	%		3.5	%		4.4	%		3.9	%		3.4	%
Government		1.7	%		2.4	%		2.4	%		1.9	%		1.8	%		1.9	%		3.1	%		1.5	%
Large enterprise		2.4	%		2.2	%		3.3	%		2.2	%		2.1	%		2.6	%		1.9	%		2.2	%
Other		2.4	%		2.5	%		2.3	%		2.2	%		2.4	%		2.0	%		2.5	%		2.3	%
Total direct		2.9	%		3.4	%		3.3	%		2.8	%		2.9	%		3.5	%		3.4	%		2.8	%
Total indirect		3.9	%		4.3	%		3.7	%		4.5	%		10.9	%		2.5	%		2.6	%		1.7	%
Total		3.0	%		3.5	%		3.3	%		3.0	%		3.5	%		3.4	%		3.3	%		2.7	%
Gross disconnect rate (b)
Healthcare		-6.8	%		-6.2	%		-6.7	%		-5.5	%		-4.9	%		-5.2	%		-5.7	%		-4.4	%
Government		-9.9	%		-10.7	%		-10.7	%		-9.4	%		-9.1	%		-8.3	%		-8.3	%		-7.3	%
Large enterprise		-13.3	%		-13.0	%		-10.7	%		-9.4	%		-10.3	%		-8.3	%		-9.7	%		-7.0	%
Other		-13.0	%		-12.4	%		-10.6	%		-10.1	%		-11.0	%		-9.6	%		-9.3	%		-8.6	%
Total direct		-9.5	%		-8.9	%		-8.5	%		-7.3	%		-7.1	%		-6.6	%		-7.0	%		-5.7	%
Total indirect		-18.5	%		-15.6	%		-19.8	%		-14.9	%		-10.1	%		-9.9	%		-7.7	%		-8.9	%
Total		-10.4	%		-9.6	%		-9.5	%		-8.0	%		-7.3	%		-6.9	%		-7.0	%		-5.9	%
Net loss rate (b)
Healthcare		-3.1	%		-1.8	%		-2.9	%		-2.1	%		-1.4	%		-0.8	%		-1.8	%		-1.1	%
Government		-8.2	%		-8.4	%		-8.3	%		-7.5	%		-7.4	%		-6.4	%		-5.2	%		-5.9	%
Large enterprise		-10.9	%		-10.9	%		-7.4	%		-7.2	%		-8.1	%		-5.7	%		-7.8	%		-4.8	%
Other		-10.6	%		-10.0	%		-8.3	%		-7.9	%		-8.6	%		-7.6	%		-6.8	%		-6.3	%
Total direct		-6.6	%		-5.5	%		-5.2	%		-4.5	%		-4.2	%		-3.1	%		-3.6	%		-2.8	%
Total indirect		-14.6	%		-11.3	%		-16.1	%		-10.4	%		0.7	%		-7.4	%		-5.1	%		-7.2	%
Total		-7.4	%		-6.0	%		-6.2	%		-5.0	%		-3.8	%		-3.5	%		-3.8	%		-3.2	%
End of period units in service % of total (b)
Healthcare		44.9	%		49.8	%		51.5	%		53.2	%		54.5	%		56.1	%		57.1	%		58.3	%
Government		17.2	%		15.6	%		15.3	%		14.9	%		14.4	%		14.1	%		13.9	%		13.5	%
Large enterprise		12.0	%		11.8	%		11.8	%		11.4	%		10.9	%		10.7	%		10.2	%		10.1	%
Other		16.2	%		13.7	%		13.2	%		12.8	%		12.1	%		11.4	%		11.2	%		10.8	%
Total direct		90.3	%		90.9	%		91.8	%		92.3	%		91.9	%		92.3	%		92.4	%		92.7	%
Total indirect		9.7	%		9.1	%		8.2	%		7.7	%		8.1	%		7.7	%		7.6	%		7.3	%
Total		100.0	%		100.0	%		100.0	%		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 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			6/30/10			9/30/10			12/31/10
Account size ending units in service (000’s)
1 to 3 units		137			126			118			109			101			95			88			84
4 to 10 units		82			75			70			66			62			58			54			52
11 to 50 units		199			183			168			158			149			140			130			123
51 to 100 units		125			112			104			97			92			86			79			76
101 to 1,000 units		626			580			546			519			499			483			456			436
>1,000 units		1,186			1,150			1,104			1,065			1,027			1,008			994			980
Total		2,355			2,226			2,110			2,014			1,930			1,870			1,801			1,751
End of period units in service % of total direct
1 to 3 units		5.8	%		5.7	%		5.6	%		5.4	%		5.2	%		5.1	%		4.9	%		4.8	%
4 to 10 units		3.5	%		3.4	%		3.3	%		3.3	%		3.2	%		3.1	%		3.0	%		2.9	%
11 to 50 units		8.4	%		8.2	%		8.0	%		7.8	%		7.7	%		7.5	%		7.2	%		7.0	%
51 to 100 units		5.3	%		5.0	%		4.9	%		4.8	%		4.8	%		4.6	%		4.4	%		4.4	%
101 to 1,000 units		26.6	%		26.0	%		25.9	%		25.8	%		25.9	%		25.8	%		25.3	%		24.9	%
>1,000 units		50.4	%		51.7	%		52.3	%		52.9	%		53.2	%		53.9	%		55.2	%		56.0	%
Total		100.0	%		100.0	%		100.0	%		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	%		-5.8	%		-7.0	%		-4.8	%
4 to 10 units		-8.8	%		-7.9	%		-6.7	%		-6.1	%		-5.3	%		-6.0	%		-7.5	%		-5.0	%
11 to 50 units		-8.9	%		-8.2	%		-7.7	%		-5.9	%		-5.8	%		-6.1	%		-7.3	%		-5.1	%
51 to 100 units		-6.2	%		-10.1	%		-7.6	%		-6.8	%		-4.4	%		-6.5	%		-7.9	%		-4.2	%
101 to 1,000 units		-8.0	%		-7.4	%		-5.9	%		-4.9	%		-3.7	%		-3.3	%		-5.6	%		-4.2	%
>1,000 units		-5.1	%		-3.1	%		-4.0	%		-3.5	%		-3.7	%		-1.9	%		-1.3	%		-1.5	%
Total		-6.6	%		-5.5	%		-5.2	%		-4.5	%		-4.2	%		-3.1	%		-3.6	%		-2.8	%
Account size ARPU
1 to 3 units	$	14.73		$	15.07		$	14.98		$	15.03		$	15.28		$	15.37		$	15.48		$	15.57
4 to 10 units		14.00			14.30			14.24			14.21			14.37			14.35			14.51			14.56
11 to 50 units		11.41			11.65			11.54			11.45			11.86			12.01			12.18			12.26
51 to 100 units		10.30			10.13			10.06			10.06			10.67			10.76			10.69			10.72
101 to 1,000 units		8.94			9.04			8.89			8.82			9.00			8.93			8.82			9.00
>1,000 units		7.77			7.80			7.76			7.79			7.80			7.63			7.64			7.43
Total	$	9.15		$	9.21		$	9.10		$	9.06		$	9.17		$	9.06		$	9.01		$	8.92
Cellular revenue
Number of activations		2,389			2,207			2,633			2,253			2,354			1,885			1,885			1,990
Revenue from cellular services (000’s)	$	991		$	775		$	980		$	795		$	708		$	624		$	532		$	499

(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		6/30/10		9/30/10		12/31/10
Cost of products sold	$	1,669	$	1,421	$	1,593		$	1,513	$	1,209	$	1,134	$	819	$	1,051
Service, rental and maintenance
Site rent		11,218		10,223		10,422			9,871		9,079		8,283		8,042		7,629
Telecommunications		4,485		4,284		3,945			3,885		3,831		3,467		3,341		3,066
Payroll and related		5,631		5,286		4,988			4,725		4,586		4,444		4,199		4,319
Stock based compensation		49		7		13			12		6		7		5		6
Other		1,572		1,490		1,582			1,622		1,439		974		1,234		1,201
Total service, rental and maintenance		22,955		21,290		20,950			20,115		18,941		17,175		16,821		16,221
Selling and marketing
Payroll and related		4,175		3,711		3,366			3,199		2,964		2,814		2,659		2,627
Commissions		1,201		1,422		1,328			1,131		1,164		1,367		1,163		1,007
Stock based compensation		109		26		26			26		17		22		17		17
Other		577		441		478			599		412		191		221		264
Total selling and marketing		6,062		5,600		5,198			4,955		4,557		4,394		4,060		3,915
General and administrative
Payroll and related		9,075		7,754		7,213			7,089		6,912		6,621		5,719		6,118
Stock based compensation		569		241		241			241		240		242		15		223
Bad debt		850		750		699			654		713		594		571		547
Facility rent		1,628		1,446		1,457			1,411		1,354		1,326		992		856
Telecommunications		771		721		720			702		657		603		518		480
Outside services		4,514		4,063		3,269			3,051		3,267		3,185		2,463		2,385
Taxes, licenses and permits		1,101		1,695		(680	)		660		1,591		1,836		1,276		1,097
Other		1,678		6,131		3,131			1,481		1,078		1,517		1,353		3,123
Total general and administrative		20,186		22,801		16,050			15,289		15,812		15,924		12,907		14,829
Severance and restructuring		190		52		15			2,480		314		41		86		1,738
Depreciation, amortization and accretion		11,270		11,174		10,689			8,781		7,304		6,698		5,899		4,226
Operating expenses	$	62,332	$	62,338	$	54,495		$	53,133	$	48,137	$	45,366	$	40,592	$	41,980
Capital expenditures	$	6,054	$	4,355	$	1,806		$	5,014	$	1,725	$	563	$	1,730	$	4,720

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

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

	12/31/09		12/31/10
Assets
Current assets:
Cash and cash equivalents	$	109,591	$	129,220
Accounts receivable, net		19,051		13,419
Prepaid expenses and other		3,016		2,798
Tax receivables		5,117		5,004
Deferred income tax assets, net		1,068		3,915
Total current assets		137,843		154,356
Property and equipment, net		41,295		27,135
Intangible assets, net		226		511
Tax receivables		—		191
Deferred income tax assets, net		32,123		47,390
Other assets		2,061		1,075
Total assets	$	213,548	$	230,658
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued liabilities	$	35,214	$	27,495
Customer deposits		888		718
Deferred revenue		7,422		6,268
Total current liabilities		43,524		34,481
Other long-term liabilities		11,228		11,787
Total liabilities		54,752		46,268
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—		—
Common stock		2		2
Additional paid-in capital		137,378		129,696
Retained earnings		21,416		54,692
Total stockholders’ equity		158,796		184,390
Total liabilities and stockholders’ equity	$	213,548	$	230,658

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

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

	For the twelve months ended
	12/31/09			12/31/10
Cash flows from operating activities:
Net income	$	67,558		$	77,898
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion		41,914			24,127
Deferred income tax expense		32,433			(18,115	)
Amortization of stock based compensation		1,560			817
Provisions for doubtful accounts, service credits and other		4,515			4,416
Non-cash transaction tax accrual adjustments		(7,218	)		(1,402	)
Loss (gain) on disposals of property and equipment		2			(12	)
Changes in assets and liabilities:
Accounts receivable		1,553			1,216
Prepaid expenses, intangible assets and other assets		(434	)		(164	)
Accounts payable and accrued liabilities		482			(6,038	)
Customer deposits and deferred revenue		(2,851	)		(1,324	)
Other long-term liabilities		(37,654	)		—
Net cash provided by operating activities		101,860			81,419
Cash flows from investing activities:
Purchases of property and equipment		(17,229	)		(8,738	)
Proceeds from disposals of property and equipment		168			75
Net cash used in investing activities		(17,061	)		(8,663	)
Cash flows from financing activities:
Cash distributions to stockholders		(45,502	)		(44,234	)
Purchase of common stock		(4,738	)		(8,893	)
Net cash used in financing activities		(50,240	)		(53,127	)
Net increase in cash and cash equivalents		34,559			19,629
Cash and cash equivalents, beginning of period		75,032			109,591
Cash and cash equivalents, end of period	$	109,591		$	129,220
Supplemental disclosure:
Interest paid	$	2		$	—
Income taxes paid (state and local)	$	447		$	434

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

USA MOBILITY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (a)
(in thousands, except share and per share amounts)

	For the year ended December 31,
	2009			2010
Revenue:
Paging service	$	262,958		$	215,804
Cellular		3,541			2,363
Product sales		18,821			11,679
Other		4,386			3,408
Total revenue		289,706			233,254
Operating expenses:
Cost of products sold		6,196			4,213
Service, rental and maintenance		85,310			69,158
Selling and marketing		21,815			16,926
General and administrative		74,326			59,472
Severance and restructuring		2,737			2,179
Depreciation, amortization and accretion		41,914			24,127
Total operating expenses		232,298			176,075
% of total revenue		80.2	%		75.5	%
Operating income		57,408			57,179
% of total revenue		19.8	%		24.5	%
Interest income, net		69			16
Other income, net		530			2,805
Income before income tax benefit		58,007			60,000
Income tax benefit		(9,551	)		(17,898	)
Net income	$	67,558		$	77,898
Basic net income per common share (b)	$	2.95		$	3.50
Diluted net income per common share (b)	$	2.90		$	3.45
Basic weighted average common shares outstanding		22,918,904			22,265,961
Diluted weighted average common shares outstanding		23,260,431			22,567,030
Reconciliation of operating income to EBITDA (c):
Operating income	$	57,408		$	57,179
Add back: depreciation, amortization and accretion		41,914			24,127
EBITDA	$	99,322		$	81,306
% of total revenue		34.3	%		34.9	%

(a)	Slight variations in totals are due to rounding.
(b)	Basic and diluted net income per common share is computed independently for each period presented. As a result, the sum of the quarterly basic and
	diluted net income per common share for the years ended December 31, 2009 and 2010 may not equal the total computed for the year.
(c)	EBITDA or earnings before interest, taxes, depreciation, amortization and accretion is a non-GAAP measure and is presented for analytical purposes only.