Spok (SPOK) 8-K USA Mobility Reports 2005 Operating Results

Exhibit 99.1

For Immediate Release	Contact: Bob Lougee (703) 721-3080
Wednesday, May 24, 2006

USA Mobility Reports 2005 Operating Results

Filing of Financial Restatements and 10-K Completed,
Date for First Quarter Earnings Release and Conference Call Scheduled

Alexandria, VA (May 24, 2006) — USA Mobility, Inc. (Nasdaq: USMO), a leading provider of wireless messaging services, today announced final operating results for the fourth quarter and year ended December 31, 2005. The company had announced preliminary and unaudited 2005 operating results on April 3, 2006, pending filing of its 2005 Form 10-K and financial restatements for the years ended 2002, 2003 and 2004 and interim periods of 2004 and 2005. USA Mobility completed those filings today.

Reported revenue for 2005, the first full year of operations following the merger between Arch Wireless, Inc. and Metrocall Holdings, Inc. on November 16, 2004, totaled $618.6 million, compared to $788.7 million in 2004 on a pro forma basis. EBITDA (Earning before interest, tax, and depreciation, amortization and accretion) for 2005 was $158.5 million, or 25.6 percent of revenue, while operating income was $27.1 million. Net income for 2005 was $12.9 million, or $0.47 per fully diluted share.

The company announced earlier in the year that it would file an amended Form 10-K/A for the year ended December 31, 2004 and amended Form 10-Q/A’s for the three interim quarterly periods of 2004 and 2005. The purpose of the amended filings was to amend and restate financial statements and other financial information for the years 2002, 2003 and 2004 and first three quarters of 2004 and 2005 to reflect certain corrections and adjustments, including restatement of income taxes and deferred tax assets for those periods. The errors, which occurred in certain earlier reporting periods, were identified by the company’s internal accounting staff in the process of preparing its year-end 2005 operating results. The errors did not impact revenue, cash, or cash flow from operations.

The 2005 annual and fourth quarter results reported today vary from the preliminary results contained in USA Mobility’s April 3, 2006 news release as follows:

• In the fourth quarter of 2005, the company recognized a reduction of service, repair and maintenance (SRM) expense of $1.2 million. Of that total, $0.9 million represents a gain due to the difference between the company’s estimated deconstruction obligations under the company’s Asset Retirement Obligation (“ARO”) and the actual expenses incurred during that period. The remaining $0.3 million corresponds to the reclassification of accretion expense from SRM expense into depreciation, amortization and accretion. In the past, the company had included accretion expense as a component of SRM expense.

• The company’s fourth quarter results also reflect a net reduction of depreciation, amortization and accretion of $12.2 million, as compared to the preliminary 2005 operating results announced on April 3. A total of $12.5 million of the reduction represents an adjustment to the depreciable life of the paging infrastructure assets, while accretion increased by $0.3 million, reflecting the reclassification of accretion from SRM expense as discussed above.

• For the year-ended 2005, the company recognized a reduction of SRM expense of $2.6 million. Of that total, $1.5 million represents a gain due to the difference between the company’s estimated deconstruction obligations under the ARO and the actual expenses incurred during that period. The remaining $1.0 million corresponds to the reclassification of accretion expense from SRM expense into depreciation, amortization and accretion.

• The company’s 2005 year-end results also reflect a reduction of depreciation, amortization and accretion of $22.1 million, as compared to preliminary 2005 operating results. A total of $23.1 million of the reduction represents an adjustment to the depreciable life of the paging infrastructure assets, with accretion increasing by $1.0 million, reflecting the reclassification of accretion from SRM expense as discussed above.

The cumulative effect of the restatements on the 40-month period affected (June 2002 – September 2005) is as follows:

• The income statement reflects an increase to depreciation, amortization and accretion expense of $14.8 million, and a decrease to all other operating expenses of $5.8 million resulting in a decrease in operating income of $9.0 million, and a decrease to net income of $2.5 million.

• The assets on the balance sheet as of September 30, 2005 reflect a decrease to property, plant and equipment of $10.4 million, and decrease to the deferred tax asset of $4.4 million, a decrease to accounts receivable of $0.7 million, and an increase to goodwill of $2.8 million, for an overall reduction to assets of $12.7 million.

• Liabilities and equity on the balance sheet as of September 30, 2005 reflect an increase of $8.1 million in liabilities, primarily a result of the asset retirement obligation, and a reduction to equity of $20.8 million.

The company said its integration of Arch and Metrocall was substantially completed in 2005, leading to significant improvements in overall operating results. Among them was a steady improvement in the year-over-year rate of subscriber and revenue decline. Other major accomplishments during the year included: successfully consolidating to a single customer service and billing platform; decommissioning Arch’s two-way paging network; beginning the rationalization the one-way paging networks; reducing total operating expenses, excluding depreciation, amortization and accretion by 18.9% on a pro forma basis; repaying $140 million in bank debt incurred at the time of the merger; paying a special dividend representing a $41 million return of capital to investors; negotiating long-term contract with its largest site landlord representing substantial future cost savings; and strengthening the company’s operational structure and management team.

“Our first year of operation was a very successful one,” said Vincent D. Kelly, president and chief executive officer. “We achieved our principal goals of integrating the nation’s two largest paging carriers and generating significant costs savings. In meeting those objectives, we also became debt free, returned capital to our shareholders, laid the foundation for continued operational efficiencies in the future and began to explore potential alternative sources of revenue. As we move through 2006,” Kelly added, “we expect to make additional improvements to our operations and expand our selling and marketing initiatives as we continue to serve the needs of our nationwide customer base while remaining focused on our cash flow strategy.”

Thomas L. Schilling, chief financial officer, said: “While the process of amending our financial statements was time-consuming, the adjustments and restatements were necessary under generally accepted accounting principles because they had a material impact on our income statement. However,” Schilling added, “I would also note that restated items had no impact on the fundamentals of our business – that is, the company’s previously reported revenue, cash positions, or cash flow from operating activities.”

The company announced that it will report first quarter 2006 operating results on Thursday, May 25, at approximately 4:00 p.m. Eastern Time and will hold a conference call for investors on its first quarter results at 11:00 a.m. Eastern Time on Friday, May 26, 2006. The call-in number for the investor call is 888-802-2275 (toll-free) or 913-312-1267 (toll). The pass code for the call is 1643835 (followed by the # sign). A replay of the call will be available from 3:00 p.m. ET on May 26 until 11:59 p.m. on Friday, June 9. The replay number is 888-203-1112 (toll-free) or 719-457-0820 (toll). The pass code for the replay is 1643835 (followed by the # sign).

About USA Mobility

USA Mobility, Inc., headquartered in Alexandria, Virginia, is a leading provider of paging products and other wireless services to the business, government, healthcare and emergency response sectors. USA Mobility offers traditional one-way and advanced two-way paging via its nationwide networks covering more than 90% of the U.S. population. In addition, the company offers mobile voice and data services through Sprint Nextel and Cingular Wireless, including BlackBerry and GPS location applications. The company’s product offerings include wireless connectivity systems for medical, business, government and other campus environments. USA Mobility focuses on the business-to-business marketplace and supplies mobile connectivity solutions to over two-thirds of the Fortune 1000 companies. 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 expectations for 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 BALANCE SHEETS
(in thousands)

	December 31, 2004		December 31, 2005
	(Restated)
ASSETS
Current assets:
Cash and cash equivalents	$	46,995	$	37,547
Accounts receivable, net		40,078		38,177
Deposits		117		1,687
Prepaid rent, expenses and other		15,343		8,973
Deferred income tax assets		25,525		18,895
Total current assets	$	128,058	$	105,279
Property and equipment, net		220,028		127,802
Goodwill		154,369		149,478
Intangible assets, net		67,129		40,654
Deferred income tax assets		207,046		207,150
Other assets		5,517		3,430
TOTAL ASSETS	$	782,147	$	633,793
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	47,558	$	13
Accounts payable and other accrued liabilities		86,478		65,719
Customer deposits		4,316		3,104
Deferred revenue		23,623		17,924
Total current liabilities	$	161,975	$	86,760
Long-term debt, less current maturities		47,500		—
Other long-term liabilities		16,632		14,040
TOTAL LIABILITIES	$	226,107	$	100,800
Stockholders’ equity:
Preferred stock		—		—
Common stock		3		3
Additional paid-in capital		536,252		521,298
Retained earnings		19,785		11,692
TOTAL STOCKHOLDERS’ EQUITY		556,040		532,993
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	782,147	$	633,793

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

	Year Ended December 31,
	2004			2005
	(Restated)
Revenue:
Service, rental and maintenance, net of service credits	$	470,751		$	592,690
Product sales		19,409			25,882
Total revenue		490,160			618,572
Operating expenses:
Cost of products sold		4,347			4,483
Service, rental and maintenance		160,144			215,588
Selling and marketing		36,085			43,145
General and administrative		130,046			177,438
Depreciation, amortization and accretion		107,629			131,328
Stock based compensation		4,863			2,832
Severance and related termination costs		11,938			16,609
Total operating expenses		455,052			591,423
Operating income		35,108			27,149
Interest expense		(6,365	)		(2,412	)
Interest income		451			1,089
Loss on extinguishment of long-term debt		(1,031	)		(1,338	)
Other income, net		814			(1,004	)
Income before income tax expense		28,977			23,484
Income tax expense		(16,810	)		(10,577	)
Net income	$	12,167		$	12,907
Basic net income per common share	$	0.58		$	0.47
Diluted net income per common share	$	0.58		$	0.47
Basic weighted average common shares outstanding		20,839,959			27,275,040
Diluted weighted average common shares outstanding		20,966,405			27,427,120
Reconciliation of operating income to EBITDA:
Operating income	$	35,108		$	27,149
Addback:
Depreciation, amortization and accretion		107,629			131,328
EBITDA (a)	$	142,737		$	158,477

(a) EBITDA or Earnings before interest, taxes, depreciation and amortization is a non-GAAP measure and is presented for analytical purposes only.

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

	Year Ended December 31,
	2004			2005
	(Restated)
Cash flows from operating activities:
Net income	$	12,167		$	12,907
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion		107,629			131,328
Deferred income tax expense		17,766			7,461
Loss on extinguishment of long-term debt		1,036			1,338
Accretion of long-term debt and other non-cash interest expense		372			714
Deferred stock compensation		4,863			2,832
Provisions for doubtful accounts, service credits and other		13,565			25,055
Gain on disposals of property and equipment		(93	)		1,287
Changes in assets and liabilities:
Accounts receivable		(2,158	)		(23,439	)
Prepaid expenses and other		4,745			5,109
Intangibles and other long-term assets		(4,962	)		7,978
Accounts payable and accrued expenses		(28,451	)		(21,276	)
Customer deposits and deferred revenue		(8,790	)		(6,911	)
Other long-term liabilities		(3,424	)		(5,129	)
Net cash provided by operating activities	$	114,265		$	139,254
Cash flows from investing activities:
Purchases of property and equipment		(19,232	)		(13,499	)
Proceeds from disposals of property and equipment		2,998			168
Receipts from note receivable		271			285
Merger of companies, net of cash acquired		(117,759	)		—
Net cash used for investing activities	$	(133,722	)	$	(13,046	)
Cash flows from financing activities:
Issuance of long-term debt		140,000			—
Repayment of long-term debt		(105,017	)		(95,045	)
Dividends paid		—			(40,691	)
Purchase of common stock		(3,113	)		—
Proceeds from exercise of options		—			80
Net cash used for financing activities	$	31,870		$	(135,656	)
Net decrease in cash and cash equivalents	$	12,413		$	(9,448	)
Cash and cash equivalents, beginning of period		34,582			46,995
Cash and cash equivalents, end of period	$	46,995		$	37,547
Supplemental disclosure:
Interest paid	$	6,966		$	2,245
State income taxes paid	$	1,729		$	562

USA MOBILITY, INC.
PRO FORMA UNITS IN SERVICE ACTIVITY (a) (b)
units in thousands (unaudited)

	Three Months Ended
	March 2004			June 2004			September 2004			December 2004			March 2005			June 2005			September 2005			December 2005
Direct One-Way:
Beginning units in service		5,329			5,100			4,909			4,690			4,464			4,273			4,114			3,977
Gross placements		226			181			182			166			141			134			125			126
Disconnects		(455	)		(372	)		(401	)		(392	)		(332	)		(293	)		(262	)		(268	)
Ending units in service		5,100			4,909			4,690			4,464			4,273			4,114			3,977			3,835
Two-Way:
Beginning units in service		506			483			462			449			422			397			382			365
Gross placements		40			32			35			29			22			29			17			18
Disconnects		(63	)		(53	)		(48	)		(56	)		(47	)		(44	)		(34	)		(36	)
Ending units in service		483			462			449			422			397			382			365			347
Indirect One-Way:
Beginning units in service		1,716			1,474			1,253			1,101			987			859			762			685
Gross placements		157			145			160			143			107			92			26			26
Disconnects		(399	)		(366	)		(312	)		(257	)		(235	)		(189	)		(103	)		(107	)
Ending units in service		1,474			1,253			1,101			987			859			762			685			604
Two-Way:
Beginning units in service		131			123			121			115			94			91			90			89
Gross placements		20			16			20			7			7			7			3			18
Disconnects		(28	)		(18	)		(26	)		(28	)		(10	)		(8	)		(4	)		(7	)
Ending units in service		123			121			115			94			91			90			89			100
Total
Beginning units in service		7,682			7,180			6,745			6,355			5,967			5,620			5,348			5,116
Gross placements		443			374			397			345			277			262			171			188
Disconnects		(945	)		(809	)		(787	)		(733	)		(624	)		(534	)		(403	)		(418	)
Ending units in service		7,180			6,745			6,355			5,967			5,620			5,348			5,116			4,886
Adjusted Proforma ARPU
Direct One-Way	$	9.10		$	8.96		$	8.89		$	8.75		$	8.65		$	8.61		$	8.48		$	8.27
Direct Two-Way	$	25.15		$	24.68		$	24.22		$	23.93		$	23.98		$	23.65		$	24.28		$	23.76
Indirect One-Way	$	4.06		$	4.26		$	4.12		$	4.26		$	4.07		$	4.11		$	4.36		$	4.66
Indirect Two-Way	$	12.89		$	12.07		$	11.30		$	10.41		$	9.16		$	8.71		$	8.42		$	7.80
Total	$	9.15		$	9.16		$	9.14		$	9.09		$	9.01		$	9.02		$	9.04		$	8.90

(a)	Assumes Arch and Metrocall combined as of January 1, 2004 and the unit in service adjustment reflected in March 2004.
(b)	Amounts have been adjusted for rounding.

USA MOBILITY, INC.
SUMMARY OF CONSOLIDATED OPERATING RESULTS (a)
(unaudited and in thousands)

	For the year ended December 31,
	2004
	Proforma			2005
Revenues:
Service, rental and maintenance, net of service credits	$	754,696		$	592,690
Product sales		34,009			25,882
Total revenue		788,705			618,572
Operating expenses:
Cost of products sold		8,475			4,483
Service, rental and maintenance		256,382			215,588
Selling and marketing		65,847			43,145
General and administrative		216,317			177,438
Depreciation, amortization and accretion		145,328			131,328
Stock based compensation		6,401			2,832
Severance and restructuring		13,622			16,609
Total operating expenses		712,372			591,423
Operating income		76,333			27,149
Interest expense		(7,360	)		(2,412	)
Interest income		451			1,089
Loss on extinguishment of long-term debt		—			(1,338	)
Other income, net		163			(1,004	)
Income before income tax expense		69,587			23,484
Income tax expense		(33,006	)		(10,577	)
Net income	$	36,581		$	12,907
Basic net income per common share	$	1.36		$	0.47
Diluted net income per common share	$	1.34		$	0.47
Basic weighted average common shares outstanding		26,938,871			27,275,040
Diluted weighted average common shares outstanding		27,313,706			27,427,120
Reconciliation of operating income to EBITDA:
Operating income	$	76,333		$	27,149
Addback:
Depreciation, amortization and accretion		145,328			131,328
EBITDA (b)	$	221,661		$	158,477

(a)	Pro forma amounts assume the merger of Arch Wireless, Inc. and Metrocall Holdings, Inc. as of January 1, 2004.
(b)	EBITDA or Earnings before interest, taxes, depreciation and amortization is a non-GAAP measure and is presented for analytical purposes only.

USA MOBILITY, INC.
SUMMARY OF CONSOLIDATED OPERATING RESULTS
(unaudited and in thousands)

	For the three months ended
	March 31,			June 30,			September 30,			December 31,			March 31,			June 30,			September 30,			December 31,
	2004			2004			2004			2004			2005			2005			2005			2005
Revenues:
Service, rental and maintenance, net of service credits	$	119,546		$	111,174		$	104,785		$	135,246		$	159,150		$	151,483		$	145,014		$	137,043
Product sales		4,113			4,623			4,632			6,041			6,527			6,054			6,940			6,361
Total revenue		123,659			115,797			109,417			141,287			165,677			157,537			151,954			143,404
Operating expenses:
Cost of products sold		938			856			691			1,862			1,279			929			945			1,330
Service, rental and maintenance		38,790			36,739			36,653			47,962			56,353			56,104			53,739			49,392
Selling and marketing		9,068			8,757			7,862			10,398			10,402			11,156			11,276			10,311
General and administrative		31,304			29,150			27,615			41,977			48,427			46,491			43,261			39,259
Depreciation, amortization and accretion		26,353			28,327			21,867			31,082			40,595			35,224			28,876			26,633
Stock based compensation		2,267			1,908			1,865			(1,177	)		1,385			597			271			579
Severance and restructuring		3,689			602			1,228			6,419			5,137			9,904			855			713
Total operating expenses		112,409			106,339			97,781			138,523			163,578			160,405			139,223			128,217
Operating income (loss)		11,250			9,458			11,636			2,764			2,099			(2,868	)		12,731			15,187
Interest expense		(3,400	)		(1,770	)		(18	)		(1,177	)		(1,411	)		(734	)		(232	)		(35	)
Interest income		71			70			89			221			197			235			214			443
Loss on extinguishment of long-term debt		—			—			—			(1,031	)		(594	)		(432	)		(312	)		—
Other income, net		168			177			66			403			137			(73	)		76			(1,144	)
Income (loss) before income tax expense		8,089			7,935			11,773			1,180			428			(3,872	)		12,477			14,451
Income tax expense		(3,256	)		(1,690	)		(9,369	)		(2,495	)		(291	)		61			(3,750	)		(6,597	)
Net income (loss)	$	4,833		$	6,245		$	2,404		$	(1,315	)	$	137		$	(3,811	)	$	8,727		$	7,854
Basic net income (loss) per common share	$	0.24		$	0.31		$	0.12		$	(0.06	)	$	0.01		$	(0.14	)	$	0.32		$	0.29
Diluted net income (loss) per common share	$	0.24		$	0.31		$	0.12		$	(0.06	)	$	0.01		$	(0.14	)	$	0.32		$	0.29
Basic weighted average common shares outstanding		20,000,000			19,965,076			19,914,099			23,461,642			27,108,034			27,226,076			27,365,701			27,396,187
Diluted weighted average common shares outstanding		20,078,213			20,109,191			20,041,555			23,461,642			27,320,212			27,226,076			27,465,990			27,459,261
Reconciliation of operating income to EBITDA:
Operating income (loss)	$	11,250		$	9,458		$	11,636		$	2,764		$	2,099		$	(2,868	)	$	12,731		$	15,187
Addback:
Depreciation, amortization and accretion		26,353			28,327			21,867			31,082			40,595			35,224			28,876			26,633
EBITDA (a)	$	37,603		$	37,785		$	33,503		$	33,846		$	42,694		$	32,356		$	41,607		$	41,820

(a) EBITDA or Earnings before interest, taxes, depreciation and amortization is a non-GAAP measure and is presented for analytical purposes only.

USA MOBILITY, INC.
SUMMARY OF CONSOLIDATED OPERATING RESULTS (a)
(unaudited and in thousands)

	For the three months ended
	March 31,			June 30,			September 30,			December 31,
	2004			2004			2004			2004			March 31,			June 30,			September 30,			December 31,
	Pro forma			Pro forma			Pro forma			Pro forma			2005			2005			2005			2005
Revenues:
Service, rental and maintenance, net of service credits	$	206,356		$	193,917		$	182,452		$	171,971		$	159,150		$	151,483		$	145,014		$	137,043
Product sales		8,016			8,997			9,027			7,969			6,527			6,054			6,940			6,361
Total revenue		214,372			202,914			191,479			179,940			165,677			157,537			151,954			143,404
Operating expenses:
Cost of products sold		1,878			2,199			2,124			2,274			1,279			929			945			1,330
Service, rental and maintenance		67,121			64,167			62,365			62,729			56,353			56,104			53,739			49,392
Selling and marketing		18,299			17,475			15,667			14,406			10,402			11,156			11,276			10,311
General and administrative		53,707			51,181			50,289			61,140			48,427			46,491			43,261			39,259
Depreciation, amortization and accretion		38,238			39,550			32,496			35,045			40,595			35,224			28,876			26,633
Stock based compensation		5,966			2,810			2,093			(2,784	)		1,385			597			271			579
Severance and restructuring		3,689			602			1,228			6,419			5,137			9,904			855			713
Total operating expenses		188,898			177,984			166,262			179,229			163,578			160,405			139,223			128,217
Operating income (loss)		25,474			24,930			25,217			711			2,099			(2,868	)		12,731			15,187
Interest expense		(2,188	)		(1,971	)		(1,753	)		(1,448	)		(1,411	)		(734	)		(232	)		(35	)
Interest income		—			—			—			451			197			235			214			443
Loss on extinguishment of long-term debt		—			—			—			—			(594	)		(432	)		(312	)		—
Other income, net		110			201			17			(165	)		137			(73	)		76			(1,144	)
Income (loss) before income tax expense		23,396			23,160			23,481			(451	)		428			(3,872	)		12,477			14,451
Income tax expense		(9,410	)		(7,810	)		(14,077	)		(1,709	)		(291	)		61			(3,750	)		(6,597	)
Net income (loss)	$	13,986		$	15,350		$	9,404		$	(2,160	)	$	137		$	(3,811	)	$	8,727		$	7,854
Basic net income (loss) per common share	$	0.52		$	0.57		$	0.35		$	(0.08	)	$	0.01		$	(0.14	)	$	0.32		$	0.29
Diluted net income (loss) per common share	$	0.51		$	0.56		$	0.34		$	(0.08	)	$	0.01		$	(0.14	)	$	0.32		$	0.29
Basic weighted average common shares outstanding		26,961,046			26,926,122			26,875,145			26,992,900			27,108,034			27,226,076			27,365,701			27,396,187
Diluted weighted average common shares outstanding		27,324,881			27,355,859			27,288,223			26,992,900			27,320,212			27,226,076			27,465,990			27,459,261
Reconciliation of operating income to EBITDA:
Operating income (loss)	$	25,474		$	24,930		$	25,217		$	711		$	2,099		$	(2,868	)	$	12,731		$	15,187
Addback:
Depreciation, amortization and accretion		38,238			39,550			32,496			35,045			40,595			35,224			28,876			26,633
EBITDA (b)	$	63,712		$	64,480		$	57,713		$	35,756		$	42,694		$	32,356		$	41,607		$	41,820

(a)	Pro forma amounts assume the merger of Arch Wireless, Inc. and Metrocall Holdings, Inc. as of January 1, 2004.
(b)	EBITDA or Earnings before interest, taxes, depreciation and amortization is a non-GAAP measure and is presented for analytical purposes only.

USA MOBILITY, INC.
Cumulative Summary of Adjustments to Assets and Liabilities
(In thousands)

	December 31,									Quarter ended
	2002			2003			2004			3/31/05			6/30/05			9/30/05
Assets
Increase (decrease) in:
Accounts receivable, net	$	—		$	—		$	(740	)	$	(740	)	$	(740	)	$	(740	)
Other receivables		—			—			—			—			—			(2	)
Property and equipment, net		4,710			(5,367	)		3,520			2,172			551			(10,358	)
Goodwill		—			—			2,578			2,578			2,561			2,847
Deferred income tax assets		—			(11,883	)		(19,588	)		(17,326	)		(19,415	)		(4,412	)
Total impact on Assets	$	4,710		$	(17,250	)	$	(14,230	)	$	(13,316	)	$	(17,043	)	$	(12,665	)
Total Assets, as restated	$	442,634		$	495,495		$	782,147		$	736,121		$	702,661		$	688,893
Liabilities
Increase (decrease) in:
Accrued taxes	$	536		$	1,317		$	2,235		$	2,405		$	1,498		$	(24	)
Accrued restructuring		—			—			856			856			856			856
Accrued other		2,939			780			951			762			874			(2,964	)
Other long-term liabilities		5,404			9,012			9,025			10,889			8,920			10,242
Total impact on Liabilities	$	8,879		$	11,109		$	13,067		$	14,912		$	12,148		$	8,110
Total Liabilities, as restated	$	328,410		$	169,231		$	226,107		$	178,309		$	146,401		$	123,380
Equity
Increase (decrease) in:
Additional paid-in capital	$	—		$	(21,070	)	$	(18,694	)	$	(18,470	)	$	(18,271	)	$	(18,227	)
Retained earnings		(4,169	)		(7,289	)		(8,603	)		(9,758	)		(10,920	)		(2,548	)
Total impact on Equity	$	(4,169	)	$	(28,359	)	$	(27,297	)	$	(28,228	)	$	(29,191	)	$	(20,775	)
Total Equity, as restated	$	114,224		$	326,264		$	556,040		$	557,812		$	556,260		$	565,513
Total impact on Liabilities and Equity	$	4,710		$	(17,250	)	$	(14,230	)	$	(13,316	)	$	(17,043	)	$	(12,665	)
Total Liabilities and Equity, as restated	$	442,634		$	495,495		$	782,147		$	736,121		$	702,661		$	688,893

USA Mobility, Inc.
Summary of Adjustments to
Operating Income, Net Income, and Earnings per Share
(In thousands except per share amounts)

	Seven Months
	Ended			Year Ended
	December 31,			December 31,						Quarter ended
	2002			2003			2004			3/31/05			6/30/05			9/30/05
Operating income (loss) — as previously reported	$	25,326		$	46,115		$	29,046		$	3,869		$	(1,601	)	$	11,890
Increase (decrease) due to:
Service, rental and maintenance expense		2,684			2,549			504			44			73			605
General and administrative expense		(536	)		(781	)		(747	)		(5	)		742			1,522
Depreciation and amortization		(6,317	)		(10,421	)		7,161			(1,809	)		(2,082	)		(1,286	)
Severance and related termination costs		—			—			(856	)		—			—			—
Operating income (loss) — as restated	$	21,157		$	37,462		$	35,108		$	2,099		$	(2,868	)	$	12,731
Net income (loss) — as previously reported	$	827		$	16,128		$	13,481		$	1,292		$	(2,649	)	$	355
Adjustments to operating income (loss), net		(4,169	)		(8,653	)		6,062			(1,770	)		(1,267	)		841
Other income, net — increase (decrease)		—			—			156			(156	)		—			—
Income tax expense — (increase) decrease		—			5,533			(7,532	)		771			105			7,531
Net income (loss) — as restated	$	(3,342	)	$	13,008		$	12,167		$	137		$	(3,811	)	$	8,727

	Seven Months
	Ended			Year Ended
	December 31,			December 31,						Quarter ended
	2002			2003			2004			3/31/05			6/30/05			9/30/05
Diluted net income per common share — as previously reported	$	0.04		$	0.81		$	0.64		$	0.05		$	(0.10	)	$	0.01
Effect of adjustments to income		(0.21	)		(0.16	)		(0.06	)		(0.04	)		(0.04	)		0.31
Diluted net income per common share — as restated	$	(0.17	)	$	0.65		$	0.58		$	0.01		$	(0.14	)	$	0.32

USA MOBILITY, INC.
SUMMARY OF RESTATEMENT ADJUSTMENT IMPACTS
(in thousands)

	For the quarter ended December 31, 2005									For the year ended December 31, 2005
	Previously									Previously
	reported			Restatement						reported			Restatement
	April 3, 2006			adjustments			Final			April 3, 2006			adjustments			Final
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(audited)
Revenues:
Service, rental and maintenance, net of service credits	$	137,043		$	—		$	137,043		$	592,690		$	—		$	592,690
Product sales		6,361			—			6,361			25,882			—			25,882
Total revenue		143,404			—			143,404			618,572			—			618,572
Operating expenses:
Cost of products sold		1,330			—			1,330			4,483			—			4,483
Service, rental and maintenance (a)		50,593			(1,201	)		49,392			218,160			(2,572	)		215,588
Selling and marketing		10,311			—			10,311			43,145			—			43,145
General and administrative		39,260			(1	)		39,259			177,438			—			177,438
Depreciation, amortization and accretion (a)		38,809			(12,176	)		26,633			153,403			(22,075	)		131,328
Stock based compensation		579			—			579			2,832			—			2,832
Severance and restructuring		714			(1	)		713			16,609			—			16,609
Total operating expenses		141,596			(13,379	)		128,217			616,070			(24,647	)		591,423
Operating income		1,808			13,379			15,187			2,502			24,647			27,149
Interest expense		(35	)		—			(35	)		(2,412	)		—			(2,412	)
Interest income		443			—			443			1,089			—			1,089
Loss on extinguishment of long-term debt		—			—			—			(1,338	)		—			(1,338	)
Other income, net		(1,144	)		—			(1,144	)		(1,004	)		—			(1,004	)
Income before income tax expense	$	1,072		$	13,379		$	14,451		$	(1,163	)	$	24,647		$	23,484
Income tax expense								(6,597	)								(10,577	)
Net income							$	7,854								$	12,907
Reconciliation of operating income to EBITDA:
Operating income	$	1,808		$	13,379		$	15,187		$	2,502		$	24,647		$	27,149
Addback:
Depreciation, amortization and accretion		38,809			(12,176	)		26,633			153,403			(22,075	)		131,328
EBITDA (b)	$	40,617		$	1,203		$	41,820		$	155,905		$	2,572		$	158,477

(a)	Previously (as reported April 3, 2006), USA Mobility included accretion expense in service, rental and maintenance expense; final figures reflect accretion expense as part of depreciation, amortization and accretion.
(b)	EBITDA or Earnings before interest, taxes, depreciation and amortization is a non-GAAP measure and is presented for analytical purposes only.