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

Exhibit 99.1

News Release

For Immediate Release	Contact:	Bob Lougee (703) 721-3080
Wednesday, August 1, 2007		bob.lougee@usamobility.com

USA Mobility Reports Second Quarter Operating Results

Net Income Increases to $13.0 Million;
Subscriber and Revenue Trends Improve,
Board Declares $0.65 Per Share Cash Distribution

Alexandria, VA (August 1, 2007) —USA Mobility, Inc. (Nasdaq: USMO), a leading provider ofwireless messaging and communications services, today announced operating results for the second quarter ended June 30, 2007. Reported net income was $13.0 million, or $0.47 per fully diluted share, compared to $11.0 million, or $0.40 per fully diluted share, in the second quarter of 2006.

Key results in the second quarter included:

• Reported revenue was $107.5 million, compared to $111.5 million in the first quarter of 2007 and $127.2 million in the second quarter of 2006.

• The quarterly rate of revenue erosion improved to 3.7 percent from 3.9 percent in the first quarter, while the annual rate of revenue erosion in second quarter improved to 15.5 percent from 17.3 percent in the first quarter of 2007.

• Average revenue per unit (“ARPU”) was $8.54, compared to $8.65 in the first quarter and $8.74 in the year-earlier quarter.

• Operating expenses — excluding depreciation, amortization and accretion — totaled $74.1 million, a reduction of $2.3 million, or 3.0 percent, from the first quarter and a reduction of $15.4 million, or 17.2 percent, from the second quarter of 2006.

• EBITDA (earnings before interest, tax, depreciation, amortization and accretion) totaled $33.3 million, while EBITDA margin (or EBITDA as a percentage of revenue) was 31.0 percent.

• Operating income was $20.9 million, compared to $18.7 million in the second quarter of 2006.

• Net unit loss was 155,000, compared to 193,000 in the first quarter and 203,000 in the year-earlier quarter. Units in service at June 30, 2007 totaled 3,757,000, compared to 3,912,000 at March 31, 2007 and 4,431,000 at June 30, 2006.

• The quarterly rate of subscriber erosion was 4.0 percent, compared to 4.7 percent in the first quarter. The annual rate of unit loss improved to 15.2 percent at June 30, 2007 from 15.6 percent at March 31, 2007.

• Capital expenses were $3.5 million, compared to $5.1 million in the first quarter.

• The Company’s cash balance at June 30, 2007 was $57.6 million.

“USA Mobility continued to make steady progress during the quarter toward our 2007 goals and objectives,” said Vincent D. Kelly, president and chief executive officer. “Despite the challenges of an increasingly competitive wireless industry, the Company’s quarterly and annual rate of subscriber and revenue erosion again improved, albeit modestly. However, we are still challenged with a very high rate of gross subscriber cancellations, losing approximately two subscribers for every new subscriber we added last quarter. During the quarter, we partially offset the revenue impact of these losses through higher gross pager placements as well as increases in such non-pager revenue as cellular and product sales.

“In addition,” Kelly said, “our strategy to aggressively market and sell our services to our core subscriber segments generated some positive results, particularly inhealthcare – now 40 percent of our direct subscriber base — where subscriber levels remained relatively flat with the prior quarter. We look for continued progress in these core segments, which includeGovernment Services,Large Enterprises andFirst Responders, in the second half of 2007.” Toward that end, Kelly said the Company announced several product and service enhancements during the quarter aimed at its core customers. “In June, for example, we launched the nation’s first wide area coaster pager, called ReadyCall, to support healthcare providers. We also formed an alliance with WeatherBug Professional to provide severe weather alerts to first responder organizations.”

Kelly also noted that the Company returned approximately $45.0 million in capital to stockholders during the second quarter in the form of cash distributions, consistent with its strategy of returning cash to stockholders. The Company paid a regular quarterly cash distribution of $0.65 per share and a special cash distribution of $1.00 per share on June 7, 2007. Both distributions were paid as a return of capital.

“Based on these results and our current cash position,” Kelly added, “the Company’s Board of Directors earlier today declared a regular quarterly cash distribution of $0.65 per share, payable on September 6, 2007 to stockholders of record on August 16, 2007.” The Company expects the entire amount of the cash distribution to be paid as a return of capital.

“The payment of cash distributions reflects our commitment to return cash to stockholders” Kelly said. “However,” he cautioned, “because the Company faces increasing operating challenges as our revenue base erodes and our opportunity to extract costs diminishes, the Board and management will weigh our options for returning capital to stockholders very carefully going forward to ensure that we sufficiently meet our internal capital requirements while continuing to operate the Company efficiently and profitably. Our top two risk factors have to do with revenue erosion and our ability to cut costs. We have seen continued high levels of gross subscriber cancellations this quarter. We have also fallen behind on our site rent reduction savings forecast though we made up for that shortfall in other expense areas this quarter. However, the longer term impact of higher than anticipated gross subscriber cancellations as well as higher than forecast expenses would be to reduce the amount of cash we will generate in future periods. So while we are pleased with many aspects of our current operating performance, we are also cautious of these risks and we are working hard to mitigate them.”

Thomas L. Schilling, chief financial officer, said the Company continued to reduce operating expenses during the quarter. “Excluding depreciation, amortization and accretion, operating expenses decreased 3.0 percent from the first quarter and 17.2 percent from the second quarter of 2006,” he said. “Although the pace of expense reduction slowed from previous quarters, as expected, we continued to meet our expense reduction goals in most major expense categories. One exception,” Schilling noted, “was slightly higher than expected network costs in connection with tower site leases. While we will continue to reduce total operating expenses, we expect site lease expense to exceed earlier expectations for at least the next 18 months.” Schilling said the combination of lower revenue and ARPU in the quarter, along with a slowing rate of operating expense reduction, contributed to a decrease in EBITDA from the prior quarter. Even so, he added, the EBITDA margin of 31.0 percent in the second quarter increased from 29.6 percent in the year-earlier quarter.

“Overall, we are pleased and encouraged by our second quarter financial results, while recognizing the risks and challenges we face,” Schilling said. “However, due to our strong first half performance, we are adjusting our previous financial guidance for 2007 and now forecasting revenues between $420 million to $425 million versus our previous guidance of $400 million to $410 million, operating expenses – excluding depreciation, amortization and accretion – between $293 million to $298 million versus our previous guidance of $295 million to $300 million, and leaving our guidance on capital expenses unchanged at between $18 million to $20 million.”

* * * * * * * *

As previously announced, USA Mobility plans to host a conference call for investors on its second quarter results at 10:00 a.m. Eastern Time on Thursday, August 2, 2007. The dial-in number for the call is 866-409-1563 (toll-free) or 913-312-6683 (toll). The pass code for the call is 1745515. A replay of the call will be available from 2:30 p.m. ET on August 2 until 11:59 p.m. on Thursday, August 16. The replay number is 888-203-1112 (toll-free) or 719-457-0820 (toll). The pass code for the replay is 1745515.

* * * * * * * * *

About USA Mobility

USA Mobility, Inc., headquartered in Alexandria, Virginia, is a comprehensive provider of reliable and affordable wireless communications solutions to thehealthcare,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 over 70 percent of the Fortune 1000 companies. The Company operates nationwide networks for both one-way paging and advanced two-way messaging services. In addition, USA Mobility offers mobile voice and data services throughSprint Nextel, includingBlackBerry devices 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 visitwww.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
	3/31/06			6/30/06			9/30/06			12/31/06			3/31/07			6/30/07
Revenue:
Paging service	$	125,673		$	118,872		$	112,129		$	107,520		$	104,003		$	98,248
Cellular		2,026			2,096			1,728			1,877			2,087			2,497
Product sales		6,131			5,180			4,851			5,394			4,400			5,335
Other		1,062			1,057			845			1,253			1,052			1,390
Total revenue		134,892			127,205			119,553			116,044			111,542			107,470
Operating expenses:
Cost of products sold		786			1,169			1,184			698			687			1,508
Service, rental and maintenance		48,092			44,769			42,489			41,770			39,033			39,356
Selling and marketing		11,059			11,118			10,929			10,796			10,242			9,975
General and administrative		36,142			32,208			30,994			28,533			26,448			23,297
Depreciation, amortization and accretion		18,794			18,900			18,361			17,244			13,318			12,450
Severance and restructuring		170			321			682			3,413			17			—
Total operating expenses		115,043			108,485			104,639			102,454			89,745			86,586
% of total revenue		85.3	%		85.3	%		87.5	%		88.3	%		80.5	%		80.6	%
Operating income		19,849			18,720			14,914			13,590			21,797			20,884
% of total revenue		14.7	%		14.7	%		12.5	%		11.7	%		19.5	%		19.4	%
Interest income, net		549			1,023			717			1,579			951			932
Other income (expense), net		62			988			103			(353	)		(516	)		826
Income before income tax expense		20,460			20,731			15,734			14,816			22,232			22,642
Income tax expense		(8,195	)		(9,779	)		(7,075	)		(6,511	)		(9,206	)		(9,676	)
Net income	$	12,265		$	10,952		$	8,659		$	8,305		$	13,026		$	12,966
Basic net income per common share	$	0.45		$	0.40		$	0.32		$	0.30		$	0.47		$	0.47
Diluted net income per common share	$	0.45		$	0.40		$	0.31		$	0.30		$	0.47		$	0.47
Basic weighted average common shares outstanding		27,397,307			27,399,533			27,400,853			27,401,492			27,434,418			27,440,094
Diluted weighted average common shares outstanding		27,503,230			27,587,958			27,575,039			27,597,919			27,578,066			27,570,346
Reconciliation of operating income to EBITDA (b):
Operating income	$	19,849		$	18,720		$	14,914		$	13,590		$	21,797		$	20,884
Add back: Depreciation, amortization and accretion		18,794			18,900			18,361			17,244			13,318			12,450
EBITDA	$	38,643		$	37,620		$	33,275		$	30,834		$	35,115		$	33,334
% of total revenue		28.6	%		29.6	%		27.8	%		26.6	%		31.5	%		31.0	%

(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
	3/31/06			6/30/06			9/30/06			12/31/06			3/31/07			6/30/07
Units in service
Beginning units in service
Direct one-way		3,835			3,678			3,547			3,429			3,318			3,179
Direct two-way		348			324			307			292			280			263
Total direct		4,183			4,002			3,854			3,721			3,598			3,442
Indirect one-way		603			535			483			449			417			378
Indirect two-way		100			97			94			89			90			92
Total indirect		703			632			577			538			507			470
Total beginning units in service		4,886			4,634			4,431			4,259			4,105			3,912
Gross placements
Direct one-way		108			119			120			112			91			112
Direct two-way		15			15			15			15			12			14
Total direct		123			134			135			127			103			126
Indirect one-way		24			18			24			36			19			25
Indirect two-way		4			5			5			6			8			8
Total indirect		28			23			29			42			27			33
Total gross placements		151			157			164			169			130			159
Gross disconnects
Direct one-way		(265	)		(250	)		(238	)		(222	)		(230	)		(220	)
Direct two-way		(39	)		(32	)		(30	)		(28	)		(29	)		(32	)
Total direct		(304	)		(282	)		(268	)		(250	)		(259	)		(252	)
Indirect one-way		(92	)		(70	)		(58	)		(68	)		(58	)		(57	)
Indirect two-way		(8	)		(8	)		(10	)		(5	)		(6	)		(5	)
Total indirect		(100	)		(78	)		(68	)		(73	)		(64	)		(62	)
Total gross disconnects		(404	)		(360	)		(336	)		(323	)		(323	)		(314	)
Net gain (loss)
Direct one-way		(157	)		(131	)		(118	)		(111	)		(139	)		(108	)
Direct two-way		(24	)		(17	)		(15	)		(12	)		(17	)		(18	)
Total direct		(181	)		(148	)		(133	)		(123	)		(156	)		(126	)
Indirect one-way		(68	)		(52	)		(34	)		(32	)		(39	)		(32	)
Indirect two-way		(4	)		(3	)		(5	)		1			2			3
Total indirect		(72	)		(55	)		(39	)		(31	)		(37	)		(29	)
Total net change		(253	)		(203	)		(172	)		(154	)		(193	)		(155	)
Ending units in service
Direct one-way		3,678			3,547			3,429			3,318			3,179			3,071
Direct two-way		324			307			292			280			263			245
Total direct		4,002			3,854			3,721			3,598			3,442			3,316
Indirect one-way		535			483			449			417			378			346
Indirect two-way		97			94			89			90			92			95
Total indirect		632			577			538			507			470			441
Total ending units in service		4,634			4,431			4,259			4,105			3,912			3,757

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

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

	For the three months ended
	3/31/06			6/30/06			9/30/06			12/31/06			3/31/07			6/30/07
ARPU
Direct one-way	$	8.17		$	8.06		$	7.95		$	7.86		$	7.96		$	7.87
Direct two-way		23.61			23.75			23.27			23.61			23.91			24.02
Total direct		9.44			9.32			9.16			9.09			9.18			9.08
Indirect one-way		4.53			4.59			4.49			4.56			4.45			4.12
Indirect two-way		6.93			6.99			6.53			6.63			6.30			6.10
Total indirect		4.89			4.97			4.82			4.92			4.79			4.53
Total one-way		7.69			7.63			7.54			7.49			7.57			7.48
Total two-way		19.85			19.87			19.35			19.55			19.46			19.18
Total paging ARPU	$	8.80		$	8.74		$	8.60		$	8.57		$	8.65		$	8.54
Gross disconnect rate (a)
Direct one-way		-6.9	%		-6.8	%		-6.7	%		-6.5	%		-6.9	%		-6.9	%
Direct two-way		-11.1	%		-9.8	%		-9.8	%		-9.5	%		-10.5	%		-12.2	%
Total direct		-7.3	%		-7.0	%		-7.0	%		-6.7	%		-7.2	%		-7.3	%
Indirect one-way		-15.3	%		-13.1	%		-12.0	%		-15.1	%		-14.0	%		-15.1	%
Indirect two-way		-7.1	%		-8.2	%		-10.6	%		-5.8	%		-6.2	%		-5.4	%
Total indirect		-14.2	%		-12.4	%		-11.8	%		-13.5	%		-12.6	%		-13.2	%
Total one-way		-8.1	%		-7.6	%		-7.4	%		-7.5	%		-7.7	%		-7.8	%
Total two-way		-10.2	%		-9.5	%		-10.0	%		-8.6	%		-9.4	%		-10.4	%
Total paging gross disconnect rate		-8.3	%		-7.8	%		-7.6	%		-7.6	%		-7.9	%		-8.0	%
Net gain / loss rate (b)
Direct one-way		-4.1	%		-3.6	%		-3.3	%		-3.2	%		-4.2	%		-3.4	%
Direct two-way		-6.8	%		-5.2	%		-4.9	%		-4.4	%		-6.0	%		-6.8	%
Total direct		-4.3	%		-3.7	%		-3.5	%		-3.3	%		-4.3	%		-3.7	%
Indirect one-way		-11.3	%		-9.8	%		-7.1	%		-7.1	%		-9.5	%		-8.5	%
Indirect two-way		-3.5	%		-2.6	%		-4.5	%		1.0	%		2.5	%		3.3	%
Total indirect		-10.2	%		-8.7	%		-6.7	%		-5.7	%		-7.3	%		-6.2	%
Total one-way		-5.1	%		-4.3	%		-3.8	%		-3.7	%		-4.8	%		-3.9	%
Total two-way		-6.1	%		-4.6	%		-4.8	%		-3.1	%		-3.9	%		-4.2	%
Total paging net gain / loss rate		-5.2	%		-4.4	%		-3.9	%		-3.6	%		-4.7	%		-4.0	%

(a)	Gross disconnect rate is current period disconnected units divided by prior period ending units in service.
(b)	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 CUSTOMER SEGMENT (a)
(unaudited)

	For the three months ended
	3/31/06			6/30/06			9/30/06			12/31/06			3/31/07			6/30/07
Gross placement rate
Healthcare		3.8	%		4.5	%		4.1	%		4.2	%		3.6	%		4.8	%
Government		2.2	%		2.3	%		2.6	%		2.1	%		2.2	%		2.5	%
Large enterprise		2.6	%		3.0	%		3.8	%		3.9	%		2.7	%		3.0	%
Other		2.7	%		3.0	%		3.3	%		3.1	%		2.6	%		3.2	%
Total direct		2.9	%		3.3	%		3.5	%		3.4	%		2.9	%		3.7	%
Total indirect		4.0	%		3.7	%		5.1	%		7.8	%		5.3	%		6.9	%
Total		3.1	%		3.4	%		3.7	%		4.0	%		3.2	%		4.1	%
Gross disconnect rate
Healthcare		-4.6	%		-4.7	%		-5.3	%		-4.6	%		-4.6	%		-5.0	%
Government		-5.7	%		-6.3	%		-5.9	%		-5.8	%		-5.8	%		-6.4	%
Large enterprise		-7.7	%		-7.4	%		-6.9	%		-6.8	%		-8.4	%		-9.3	%
Other		-10.3	%		-9.5	%		-9.3	%		-9.5	%		-10.9	%		-10.5	%
Total direct		-7.3	%		-7.0	%		-7.0	%		-6.7	%		-7.2	%		-7.3	%
Total indirect		-14.2	%		-12.4	%		-11.8	%		-13.5	%		-12.6	%		-13.2	%
Total		-8.3	%		-7.8	%		-7.6	%		-7.6	%		-7.8	%		-8.0	%
Net loss rate
Healthcare		-0.7	%		-0.2	%		-1.1	%		-0.4	%		-1.1	%		-0.2	%
Government		-3.5	%		-4.1	%		-3.3	%		-3.6	%		-3.6	%		-3.8	%
Large enterprise		-5.1	%		-4.3	%		-3.0	%		-2.9	%		-5.7	%		-6.2	%
Other		-7.5	%		-6.6	%		-6.1	%		-6.4	%		-8.3	%		-7.2	%
Total direct		-4.3	%		-3.7	%		-3.5	%		-3.3	%		-4.3	%		3.7	%
Total indirect		-10.2	%		-8.7	%		-6.7	%		-5.7	%		-7.3	%		-6.2	%
Total		-5.2	%		-4.4	%		-3.9	%		-3.6	%		-4.7	%		-4.0	%
End of period units in service % of total
Healthcare		29.0	%		30.5	%		31.5	%		32.5	%		33.6	%		35.0	%
Government		16.4	%		16.4	%		16.6	%		16.5	%		17.9	%		18.0	%
Large enterprise		10.2	%		10.2	%		10.1	%		10.3	%		13.8	%		13.6	%
Other		30.8	%		29.9	%		29.2	%		28.3	%		22.7	%		21.7	%
Total direct		86.4	%		87.0	%		87.4	%		87.6	%		88.0	%		88.3	%
Total indirect		13.6	%		13.0	%		12.6	%		12.4	%		12.0	%		11.7	%
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

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

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

	For the three months ended
	3/31/06			6/30/06			9/30/06			12/31/06			3/31/07			6/30/07
Account size ending units in service (000’s)
1 to 3 units		358			327			300			275			251			232
4 to 10 units		203			188			175			163			150			139
11 to 50 units		489			456			426			398			368			344
51 to 100 units		265			249			238			226			215			200
101 to 1,000 units		1,068			1,027			999			967			924			898
>1,000 units		1,619			1,607			1,583			1,569			1,534			1,503
Total		4,002			3,854			3,721			3,598			3,442			3,316
End of period units in service % of total direct
1 to 3 units		8.9	%		8.5	%		8.1	%		7.6	%		7.3	%		7.0	%
4 to 10 units		5.1	%		4.9	%		4.7	%		4.5	%		4.4	%		4.2	%
11 to 50 units		12.2	%		11.8	%		11.4	%		11.1	%		10.7	%		10.4	%
51 to 100 units		6.6	%		6.5	%		6.4	%		6.3	%		6.2	%		6.0	%
101 to 1,000 units		26.7	%		26.6	%		26.9	%		26.9	%		26.8	%		27.1	%
>1,000 units		40.5	%		41.7	%		42.5	%		43.6	%		44.6	%		45.3	%
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Account size net loss rate
1 to 3 units					-8.7	%		-8.0	%		-8.3	%		-9.0	%		-7.6	%
4 to 10 units					-7.5	%		-6.9	%		-6.6	%		-7.9	%		-7.6	%
11 to 50 units					-6.8	%		-6.5	%		-6.6	%		-7.6	%		-6.4	%
51 to 100 units					-6.2	%		-4.2	%		-5.2	%		-4.9	%		-6.9	%
101 to 1,000 units					-3.8	%		-2.7	%		-3.2	%		-4.4	%		-2.8	%
>1,000 units					-0.7	%		-1.6	%		-0.9	%		-2.2	%		-2.0	%
Total					-3.7	%		-3.5	%		-3.3	%		-4.3	%		-3.7	%
Account size ARPU
1 to 3 units	$	14.02		$	14.14		$	14.07		$	14.16		$	14.71		$	14.67
4 to 10 units		13.02			13.08			12.99			13.03			13.42			13.40
11 to 50 units		10.88			10.81			10.72			10.73			10.95			10.93
51 to 100 units		9.59			9.53			9.39			9.27			9.44			9.48
101 to 1,000 units		8.34			8.29			8.21			8.15			8.24			8.24
>1,000 units		8.18			8.05			7.89			7.88			7.92			7.80
Total	$	9.44		$	9.32		$	9.16		$	9.09		$	9.18		$	9.08
Cellular revenue
Number of activations		6,829			6,969			6,374			5,818			5,450			8,046
Revenue from cellular services (000’s)	$	2,026		$	2,096		$	1,728		$	1,877		$	2,087		$	2,497

(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
	3/31/06		6/30/06		9/30/06		12/31/06			3/31/07		6/30/07
Cost of products sold	$	786	$	1,169	$	1,184	$	698		$	687	$	1,508
Service, rental and maintenance
Site rent		26,099		25,021		24,314		24,204			22,284		22,115
Telecommunications and related		9,099		8,480		7,343		7,185			7,058		6,622
Payroll and related		7,046		6,578		6,517		6,136			6,488		6,657
Stock based compensation		81		83		78		78			31		30
Other		5,767		4,607		4,237		4,167			3,172		3,932
Total service, rental and maintenance		48,092		44,769		42,489		41,770			39,033		39,356
Selling and marketing
Payroll and related		7,709		7,317		6,996		6,902			6,740		6,259
Commissions		2,226		2,373		2,407		2,577			2,170		2,386
Stock based compensation		171		166		178		55			93		91
Other		953		1,262		1,348		1,262			1,239		1,239
Total selling and marketing		11,059		11,118		10,929		10,796			10,242		9,975
General and administrative
Payroll and related		12,330		11,412		9,517		9,287			9,560		9,343
Stock based compensation		431		461		484		462			304		299
Bad debt		1,790		1,705		2,035		1,975			1,402		1,075
Facility rent		4,104		3,973		3,468		3,408			2,947		3,066
Telecommunications		2,248		1,982		1,858		1,714			1,764		1,526
Outside services		6,419		5,631		6,162		7,122			5,504		5,222
Taxes, licenses and permits		4,149		2,708		3,036		(501	)		2,316		(20	)
Other		4,671		4,336		4,434		5,066			2,651		2,786
Total general and administrative		36,142		32,208		30,994		28,533			26,448		23,297
Depreciation, amortization and accretion		18,794		18,900		18,361		17,244			13,318		12,450
Severance and restructuring		170		321		682		3,413			17		—
Operating expenses	$	115,043	$	108,485	$	104,639	$	102,454		$	89,745	$	86,586
Capital expenditures		4,424		4,595		5,152		6,819			5,086		3,525

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

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

	12/31/06		6/30/07
			(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	66,507	$	57,636
Accounts receivable, net		26,364		27,672
Prepaid expenses and other		12,294		10,788
Deferred income tax assets		18,399		16,864
Total current assets	$	123,564	$	112,960
Property and equipment, net		91,562		79,838
Goodwill		159,438		199,771
Intangible assets, net		26,339		21,091
Deferred income tax assets		180,244		156,074
Other assets		7,067		7,113
Total assets	$	588,214	$	576,847
Liabilities and stockholders’ equity
Current liabilities:
Current maturities of long-term debt	$	0	$	0
Accounts payable and accrued liabilities		63,979		55,442
Distributions payable		435		157
Customer deposits		2,250		1,858
Deferred revenue		16,194		15,667
Total current liabilities	$	82,858	$	73,124
Other long-term liabilities		29,384		68,793
Total liabilities	$	112,242	$	141,917
Stockholders’ equity:
Preferred stock	$	—	$	—
Common stock		3		3
Additional paid-in capital		475,969		434,927
Retained earnings		—		0
Total stockholders’ equity		475,972		434,930
Total liabilities and stockholders’ equity	$	588,214	$	576,847

(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 six months ended
	6/30/06			6/30/07
Cash flows from operating activities:
Net income	$	23,217		$	25,992
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion		37,695			25,768
Deferred income tax expense		6,446			15,230
Amortization of stock based compensation		1,393			849
Provisions for doubtful accounts and service credits		7,897			6,069
Loss on disposals of property and equipment		404			634
Changes in assets and liabilities:
Accounts receivable		(723	)		(7,376	)
Prepaid expenses and other		(872	)		1,667
Intangibles and other long-term assets		321			345
Accounts payable and accrued liabilities		(7,253	)		(8,948	)
Customer deposits and deferred revenue		(961	)		(919	)
Other long-term liabilities		12,839			3,116
Net cash provided by operating activities	$	80,403		$	62,427
Cash flows from investing activities:
Purchases of property and equipment		(9,019	)		(8,611	)
Proceeds from disposals of property and equipment		56			129
Receipts from long-term notes receivable		190			—
Net cash used in investing activities	$	(8,773	)	$	(8,482	)
Cash flows from financing activities:
Repayment of long-term debt		(13	)		—
Cash distributions to stockholders		—			(62,816	)
Net cash used in financing activities	$	(13	)	$	(62,816	)
Net increase (decrease) in cash and cash equivalents		71,617			(8,871	)
Cash and cash equivalents, beginning of period		37,547			66,507
Cash and cash equivalents, end of period	$	109,164		$	57,636
Supplemental disclosure:
Interest paid	$	17		$	7

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