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

EXHIBIT 99.1

News Release

For Immediate Release	Contact: Bob Lougee (703) 721-3080
Wednesday, October 29, 2008	bob.lougee@usamobility.com

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

Revenue Per Unit and Expense Trends Continue to Improve

Alexandria, VA (October 29, 2008) — USA Mobility, Inc. (Nasdaq: USMO), a leading provider of wireless messaging and communications services, today announced operating results for the third quarter ended September 30, 2008.

In addition, the Company’s Board of Directors declared a regular quarterly cash distribution of $0.25 per share. The cash distribution will be paid on December 10, 2008 to stockholders of record on November 14, 2008. The Company expects the entire amount of the cash distribution to be paid as a return of capital.

Total revenue for the third quarter was $88.4 million, compared to $92.1 million in the second quarter and $105.4 million in the third quarter of 2007. Net income in the third quarter was $2.4 million, or $0.09 per fully diluted share, compared to net income of $15.5 million, or $0.56 per fully diluted share, in the year-earlier quarter. The decrease in net income primarily resulted from a $7.3 million income tax expense in the third quarter due to a reduction in the carrying value of deferred income tax assets (DTAs). Absent the incremental income tax expenses, net income for the third quarter would have been $9.7 million, or $0.35 per fully diluted share.

Third quarter results included:

• Total paging ARPU (average revenue per unit) increased to $8.69 in the third quarter, compared to $8.54 in the second quarter and $8.62 in the year-earlier quarter.

• Operating expenses (excluding depreciation, amortization, accretion and goodwill impairment) were $62.8 million in the third quarter, compared to $61.5 million in the second quarter. The increase resulted from severance and restructuring charges of $5.1 million. Absent severance and restructuring

	charges, operating expenses in the third quarter would have been $57.7 million, a decrease of 5.8 percent from the second quarter and 20.5 percent from the third quarter of 2007.
•	EBITDA (earnings before interest, taxes, depreciation, amortization, accretion and goodwill impairment) in the third quarter totaled $25.5 million, compared to $30.6 million in the second quarter and $31.6 million in the third quarter of 2007. Excluding the $5.1 million of severance and restructuring charges, EBITDA would have been $30.6 million in the third quarter, approximately the same as the prior quarter.
•	EBITDA margin (or EBITDA as a percentage of revenue) was 28.9 percent in the third quarter, compared to 33.2 percent in the second quarter and 29.9 percent in the third quarter of 2007. Absent the severance and restructuring charges, EBITDA margin in the third quarter would have been 34.6 percent.
•	Units in service totaled 3,002,000 at September 30, 2008, compared to 3,176,000 at June 30, 2008. Net unit loss in the third quarter was 174,000, compared to 157,000 in the second quarter and 137,000 in the third quarter of 2007.
•	The annual rate of subscriber erosion was 17.1 percent, compared to 15.5 percent in the second quarter and 15.0 percent in the year-earlier quarter. The quarterly rate of subscriber loss was 5.5 percent, compared to 4.7 percent in second quarter and 3.7 percent in the third quarter of 2007.
•	The annual rate of revenue erosion was 16.2 percent, compared to 14.3 percent in the second quarter, while the quarterly rate of revenue erosion was 4.0 percent, compared to 2.8 percent in the prior quarter.
•	Capital expenses were $6.2 million, compared to $3.9 million in the second quarter.
•	The Company’s cash balance at September 30, 2008 was $103.7 million.

“USA Mobility again made excellent progress during the third quarter,” said Vincent D. Kelly, president and chief executive officer, “as we continued to successfully manage our costs, maximize cash flow, and generate solid revenue and profitability. In addition, we restructured pricing on selected products to better reflect current values, resulting in higher average revenue per unit and a strong operating margin, and continued to focus on sales opportunities in our core market segments of Healthcare, Government and Large Enterprise. At the same time,” he added, “we were disappointed at the continued high level of net unit loss during the quarter as gross unit placements slowed relative to past trends. In fact, in the third quarter we lost almost 2.7 subscribers for every new subscriber we added.” Kelly noted, however, that net unit loss rates among the Company’s core market segments were again lower than for other customers. “Healthcare, in particular, continues to be our most stable segment,” he said, “and now represents 41.5 percent of our customer base.”

Kelly said the Company ended the quarter with a strong balance sheet, including cash balances exceeding $100 million. “USA Mobility is an unusual company in today’s market environment, with no debt, significant cash and a

high cash flow margin,” he said. “As a result, our Board today declared a $0.25 quarterly cash distribution consistent with our policy to return capital to stockholders.” Kelly cautioned, however, that the Board will continue to monitor the Company’s capital distribution policy going forward. “Notwithstanding our strong results over the past two quarters due to ARPU enhancements and cost control, we recognize that continued levels of subscriber erosion, exacerbated by a challenging economy, will reduce our future cash flow levels and operating margins.”

In response to the declining subscriber base and weakening economy, Kelly said the Company recently launched a series of internal initiatives for the balance of 2008 and throughout 2009 designed to create greater operational efficiencies throughout the organization as well as enhance existing cost reduction efforts. Included among the initiatives are plans to accelerate the Company’s network rationalization program to further reduce site rent costs, restructure sales and marketing operations to better focus resources on core market segments, and consolidate various administrative functions and responsibilities. “These changes are necessary in order for us to partially offset the impact of declining revenues and to meet our long-term goals for free cash flow, customer sales and retention, quality customer service, and technically efficient networks,” said Kelly, “as we continue to provide reliable and cost effective wireless communications services to our customers nationwide.”

Commenting on the Company’s appeal of the Federal Communications Commission’s Back-Up Power Order (Order), Kelly said the case is still pending. “In the meantime,” he added, “we made significant progress during the third quarter to deconstruct redundant transmitters in connection with our long-term network rationalization program. While we believe the Court will ultimately vacate the Order based on the merits of our appeal, our ongoing program to eliminate transmitters is steadily reducing the potential cost of compliance should the Order eventually be upheld.”

Additionally, the FCC is considering changes to its rules governing the collection of universal service fees. Such changes could significantly increase the contributions the Company is required to make to the Universal Service Fund. Currently, the FCC assesses universal service contributions based on telecommunications carriers’ interstate revenues, but it is considering imposing instead a flat monthly charge of $1.00 or more per assigned telephone number. Contributing on the basis of assigned telephone numbers would cost the Company far more than the existing revenue-based methodology. The Company has presented its position to the FCC that paging carriers should be exempt from any numbers-based contribution requirement in light of important public policy and legal considerations. If the FCC adopts a numbers-based methodology and refuses to grant an exemption for paging carriers, the Company’s attempt to recover the increased contribution costs from customers could significantly diminish demand for the Company’s services, and our failure to recover such increased contribution costs could have a material adverse impact on the Company’s financial performance.

Thomas L. Schilling, chief operating officer and chief financial officer, said the Company reported solid financial and operating results for the third quarter. “Higher revenue per unit was largely the result of our program to adjust retail prices that we initiated last June,” he said, “while a continued emphasis on cost reduction contributed to our

strong EBITDA and cash flow margins. Our recurring operating expenses, excluding a $5.1 million charge for severance and restructuring in the third quarter, continued to decline as a result of numerous cost control efforts,” Schilling noted, “and are down 20.5 percent from the third quarter of 2007, continuing to outpace the 16.2 percent annual rate of revenue erosion.”

Commenting on the reduction of DTAs in the third quarter, Schilling explained: “Accounting rules require us to evaluate whether or not the Company will use all of its DTAs to offset future taxable income. As a result, based on current trends for subscribers, operating expenses and capital expenses — which, of course, are subject to change — we projected future levels of taxable income that mandated a reduction in the carrying value of our DTAs based on our effective tax rate of approximately 38 percent. Going forward, we will continue to evaluate our operating trends and will adjust the carrying value of our DTAs, either up or down, as circumstances warrant.”

Schilling also noted that the Company was maintaining its previously announced financial guidance for 2008, with revenues for the year expected to be between $355 million to $360 million, operating expenses (excluding depreciation, amortization, accretion and goodwill impairment) expected to be between $245 million to $250 million, and capital expenses for 2008 to range from $18 million to $20 million.

* * * * * * * * *

USA Mobility plans to host a conference call for investors on its third quarter results at 10:00 a.m. Eastern Time on Thursday, October 30, 2008. The dial-in number for the call is 866-316-1372 (toll-free) or 913-312-1272 (toll). The pass code for the call is 4281933. A replay of the call will be available from 2:00 p.m. ET on October 30 until 11:59 p.m. on Thursday, November 13. The replay number is 888-203-1112 (toll-free) or 719-457-0820 (toll). The pass code for the replay is 4281933.

* * * * * * * * *

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 a majority 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® 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 offersM2M (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 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, our ability to continue to reduce operating expenses and to generate cash from operations, our future capital needs, competitive pricing pressures, competition from both traditional paging services and other wireless communications services, technological improvements in hand-held devices and transmission services offered by our competitors, 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 STATEMENTS OF OPERATIONS (a)
(unaudited and in thousands, except share and per share amounts)

	For the three months ended
	3/31/07			6/30/07			9/30/07			12/31/07			3/31/08			6/30/08			9/30/08
Revenues:
Paging service	$	104,003		$	98,248		$	95,393		$	91,825		$	86,773		$	83,360		$	80,533
Cellular		2,087			2,497			2,035			1,705			1,859			1,547			1,494
Product sales		4,400			5,335			6,851			5,618			4,871			5,741			5,014
Other		1,052			1,390			1,145			1,040			1,255			1,427			1,316
Total revenues		111,542			107,470			105,424			100,188			94,758			92,075			88,357
Operating expenses:
Cost of products sold		687			1,508			2,435			1,603			1,081			1,408			1,291
Service, rental and maintenance		39,033			39,356			36,746			36,795			33,969			31,583			29,069
Selling and marketing		10,242			9,975			9,891			8,720			7,836			7,549			6,756
General and administrative		26,448			23,297			23,606			23,316			21,808			20,782			20,631
Severance and restructuring		17			—			1,177			5,235			145			153			5,063
Depreciation, amortization and accretion		13,318			12,450			12,048			10,872			12,513			11,674			11,075
Goodwill impairment		—			—			—			—			188,170			—			—
Total operating expenses		89,745			86,586			85,903			86,541			265,522			73,149			73,885
% of total revenues		80.5	%		80.6	%		81.5	%		86.4	%		280.2	%		79.4	%		83.6	%
Operating income (loss)		21,797			20,884			19,521			13,647			(170,764	)		18,926			14,472
% of total revenues		19.5	%		19.4	%		18.5	%		13.6	%		-180.2	%		20.6	%		16.4	%
Interest income, net		951			932			856			709			578			672			471
Other (expense) income, net		(516	)		826			1,038			802			125			202			205
Income (loss) before income tax expense		22,232			22,642			21,415			15,158			(170,061	)		19,800			15,148
Income tax expense		9,206			9,676			5,947			61,816			7,739			9,528			12,730
Net income (loss)	$	13,026		$	12,966		$	15,468		$	(46,658	)	$	(177,800	)	$	10,272		$	2,418
Basic net income (loss) per common share	$	0.47		$	0.47		$	0.56		$	(1.70	)	$	(6.48	)	$	0.37		$	0.09
Diluted net income (loss) per common share	$	0.47		$	0.47		$	0.56		$	(1.70	)	$	(6.48	)	$	0.37		$	0.09
Basic weighted average common shares outstanding		27,434,418			27,440,094			27,445,028			27,450,035			27,459,068			27,474,156			27,474,156
Diluted weighted average common shares outstanding		27,578,066			27,570,346			27,594,513			27,450,035			27,459,068			27,600,976			27,602,296
Reconciliation of operating income (loss) to EBITDA (b):
Operating income (loss)	$	21,797		$	20,884		$	19,521		$	13,647		$	(170,764	)	$	18,926		$	14,472
Add back: depreciation, amortization and accretion		13,318			12,450			12,048			10,872			12,513			11,674			11,075
Add back: goodwill impairment		—			—			—			—			188,170			—			—
EBITDA	$	35,115		$	33,334		$	31,569		$	24,519		$	29,919		$	30,600		$	25,547
% of total revenues		31.5	%		31.0	%		29.9	%		24.5	%		31.6	%		33.2	%		28.9	%

(a)	Slight variations in totals are due to rounding.
(b)	EBITDA or earnings before interest, taxes, depreciation, amortization, accretion and goodwill impairment 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
Units in service	3/31/07			6/30/07			9/30/07			12/31/07			3/31/08			6/30/08			9/30/08
Beginning units in service
Direct one-way		3,318			3,179			3,071			2,961			2,854			2,733			2,614
Direct two-way		280			263			245			232			221			206			196
Total direct		3,598			3,442			3,316			3,193			3,075			2,939			2,810
Indirect one-way		417			378			346			330			312			286			261
Indirect two-way		90			92			95			97			98			108			105
Total indirect		507			470			441			427			410			394			366
Total beginning units in service		4,105			3,912			3,757			3,620			3,485			3,333			3,176
Gross placements
Direct one-way		91			112			107			81			77			90			76
Direct two-way		12			14			13			10			8			11			8
Total direct		103			126			120			91			85			101			84
Indirect one-way		19			25			35			29			17			22			12
Indirect two-way		8			8			7			7			16			7			7
Total indirect		27			33			42			36			33			29			19
Total gross placements		130			159			162			127			118			130			103
Gross disconnects
Direct one-way		(230	)		(220	)		(217	)		(188	)		(199	)		(209	)		(199	)
Direct two-way		(29	)		(32	)		(26	)		(21	)		(22	)		(21	)		(20	)
Total direct		(259	)		(252	)		(243	)		(209	)		(221	)		(230	)		(219	)
Indirect one-way		(58	)		(57	)		(51	)		(47	)		(44	)		(47	)		(47	)
Indirect two-way		(6	)		(5	)		(5	)		(6	)		(5	)		(10	)		(11	)
Total indirect		(64	)		(62	)		(56	)		(53	)		(49	)		(57	)		(58	)
Total gross disconnects		(323	)		(314	)		(299	)		(262	)		(270	)		(287	)		(277	)
Net gain (loss)
Direct one-way		(139	)		(108	)		(110	)		(107	)		(122	)		(119	)		(123	)
Direct two-way		(17	)		(18	)		(13	)		(11	)		(14	)		(10	)		(12	)
Total direct		(156	)		(126	)		(123	)		(118	)		(136	)		(129	)		(135	)
Indirect one-way		(39	)		(32	)		(16	)		(18	)		(27	)		(25	)		(35	)
Indirect two-way		2			3			2			1			11			(3	)		(4	)
Total indirect		(37	)		(29	)		(14	)		(17	)		(16	)		(28	)		(39	)
Total net change		(193	)		(155	)		(137	)		(135	)		(152	)		(157	)		(174	)
Ending units in service
Direct one-way		3,179			3,071			2,961			2,854			2,732			2,614			2,491
Direct two-way		263			245			232			221			207			196			184
Total direct		3,442			3,316			3,193			3,075			2,939			2,810			2,675
Indirect one-way		378			346			330			312			285			261			226
Indirect two-way		92			95			97			98			109			105			101
Total indirect		470			441			427			410			394			366			327
Total ending units in service		3,912			3,757			3,620			3,485			3,333			3,176			3,002

(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
	3/31/07			6/30/07			9/30/07			12/31/07			3/31/08			6/30/08			9/30/08
ARPU
Direct one-way	$	7.96		$	7.87		$	7.98		$	7.93		$	7.83		$	7.85		$	8.08
Direct two-way		23.91			24.02			24.17			24.06			23.68			23.90			23.78
Total direct		9.18			9.08			9.16			9.09			8.95			8.97			9.16
Indirect one-way		4.45			4.12			4.35			4.11			4.10			4.57			4.79
Indirect two-way		6.30			6.10			5.30			8.20			7.52			7.08			5.35
Total indirect		4.79			4.53			4.56			5.06			4.97			5.28			4.96
Total one-way		7.57			7.48			7.61			7.55			7.47			7.54			7.79
Total two-way		19.46			19.18			18.74			19.30			18.44			18.07			17.29
Total paging ARPU	$	8.65		$	8.54		$	8.62		$	8.62		$	8.49		$	8.54		$	8.69
															��
Gross disconnect rate (b)
Direct one-way		-6.9	%		-6.9	%		-7.1	%		-6.4	%		-7.0	%		-7.6	%		-7.6	%
Direct two-way		-10.4	%		-12.2	%		-10.5	%		-9.1	%		-10.2	%		-10.4	%		-10.2	%
Total direct		-7.2	%		-7.3	%		-7.3	%		-6.6	%		-7.2	%		-7.8	%		-7.8	%
Indirect one-way		-14.0	%		-15.0	%		-14.7	%		-14.1	%		-13.9	%		-16.4	%		-17.9	%
Indirect two-way		-6.2	%		-5.9	%		-5.7	%		-6.7	%		-5.3	%		-8.8	%		-10.3	%
Total indirect		-12.6	%		-13.2	%		-12.8	%		-12.5	%		-11.8	%		-14.3	%		-15.7	%
Total one-way		-7.7	%		-7.8	%		-7.8	%		-7.1	%		-7.7	%		-8.5	%		-8.6	%
Total two-way		-9.4	%		-10.4	%		-9.2	%		-8.4	%		-8.7	%		-9.8	%		-10.2	%
Total paging gross disconnect rate		-7.9	%		-8.0	%		-8.0	%		-7.2	%		-7.7	%		-8.6	%		-8.7	%
Net gain / loss rate (c)
Direct one-way		-4.2	%		-3.4	%		-3.6	%		-3.6	%		-4.3	%		-4.3	%		-4.7	%
Direct two-way		-5.9	%		-6.9	%		-5.3	%		-4.6	%		-6.4	%		-5.2	%		-6.1	%
Total direct		-4.3	%		-3.6	%		-3.7	%		-3.7	%		-4.4	%		-4.4	%		-4.8	%
Indirect one-way		-9.5	%		-8.5	%		-4.6	%		-5.4	%		-8.5	%		-8.6	%		-13.2	%
Indirect two-way		2.5	%		3.2	%		2.1	%		0.8	%		11.0	%		-2.4	%		-4.1	%
Total indirect		-7.3	%		-6.2	%		-3.2	%		-4.0	%		-3.9	%		-6.9	%		-10.6	%
Total one-way		-4.8	%		-3.9	%		-3.7	%		-3.8	%		-4.7	%		-4.8	%		-5.5	%
Total two-way		-3.9	%		-4.2	%		-3.3	%		-3.0	%		-1.1	%		-4.2	%		-5.4	%
Total paging net gain / loss rate		-4.7	%		-4.0	%		-3.7	%		-3.7	%		-4.4	%		-4.7	%		-5.5	%

(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
	3/31/07			6/30/07			9/30/07			12/31/07			3/31/08			6/30/08			9/30/08
Gross placement rate (b)
Healthcare		3.6	%		4.8	%		4.5	%		3.6	%		3.3	%		4.8	%		3.8	%
Government		2.2	%		2.5	%		2.5	%		2.0	%		2.2	%		2.1	%		2.2	%
Large enterprise		2.7	%		3.0	%		2.9	%		2.7	%		2.4	%		2.3	%		2.2	%
Other		2.6	%		3.2	%		3.4	%		2.4	%		2.5	%		2.6	%		2.4	%
Total direct		2.9	%		3.7	%		3.6	%		2.8	%		2.8	%		3.4	%		3.0	%
Total indirect		5.3	%		6.9	%		9.6	%		8.5	%		8.0	%		7.4	%		5.1	%
Total		3.2	%		4.1	%		4.3	%		3.5	%		3.4	%		3.9	%		3.2	%
Gross disconnect rate (b)
Healthcare		-4.6	%		-5.0	%		-5.6	%		-5.0	%		-5.1	%		-5.8	%		-6.0	%
Government		-5.8	%		-6.4	%		-6.8	%		-6.0	%		-6.7	%		-8.5	%		-8.5	%
Large enterprise		-8.4	%		-9.3	%		-7.6	%		-6.9	%		-8.6	%		-9.2	%		-9.2	%
Other		-10.9	%		-10.5	%		-10.5	%		-9.5	%		-10.7	%		-10.5	%		-10.1	%
Total direct		-7.2	%		-7.3	%		-7.3	%		-6.6	%		-7.2	%		-7.8	%		-7.8	%
Total indirect		-12.6	%		-13.2	%		-12.8	%		-12.5	%		-11.8	%		-14.3	%		-15.7	%
Total		-7.9	%		-8.0	%		-8.0	%		-7.2	%		-7.7	%		-8.6	%		-8.7	%
Net loss rate (b)
Healthcare		-1.1	%		-0.2	%		-1.0	%		-1.3	%		-1.7	%		-0.9	%		-2.1	%
Government		-3.6	%		-3.8	%		-4.3	%		-4.0	%		-4.5	%		-6.4	%		-6.3	%
Large enterprise		-5.7	%		-6.2	%		-4.6	%		-4.3	%		-6.2	%		-6.9	%		-7.0	%
Other		-8.3	%		-7.2	%		-7.2	%		-7.1	%		-8.2	%		-7.9	%		-7.8	%
Total direct		-4.3	%		-3.6	%		-3.7	%		-3.7	%		-4.4	%		-4.4	%		-4.8	%
Total indirect		-7.3	%		-6.2	%		-3.2	%		-4.0	%		-3.9	%		-6.9	%		-10.6	%
Total		-4.7	%		-4.0	%		-3.7	%		-3.7	%		-4.4	%		-4.7	%		-5.5	%
End of period units in service % of total (b)
Healthcare		33.6	%		35.0	%		36.2	%		37.1	%		38.3	%		40.0	%		41.5	%
Government		17.9	%		18.0	%		17.8	%		17.8	%		17.9	%		17.7	%		17.6	%
Large enterprise		13.8	%		13.6	%		13.5	%		13.5	%		13.1	%		12.8	%		12.6	%
Other		22.6	%		21.7	%		20.7	%		19.8	%		18.9	%		18.0	%		17.4	%
Total direct		88.0	%		88.3	%		88.2	%		88.2	%		88.2	%		88.5	%		89.1	%
Total indirect		12.0	%		11.7	%		11.8	%		11.8	%		11.8	%		11.5	%		10.9	%
Total		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
	3/31/07			6/30/07			9/30/07			12/31/07			3/31/08			6/30/08			9/30/08
Account size ending units in service (000’s)
1 to 3 units		251			232			216			200			184			172			159
4 to 10 units		150			139			129			120			112			104			97
11 to 50 units		368			344			319			298			276			255			236
51 to 100 units		215			200			189			176			164			155			144
101 to 1,000 units		924			898			856			827			784			750			716
>1,000 units		1,534			1,503			1,483			1,454			1,419			1,374			1,323
Total		3,442			3,316			3,193			3,075			2,939			2,810			2,675
End of period units in service % of total direct
1 to 3 units		7.2	%		7.0	%		6.7	%		6.5	%		6.2	%		6.1	%		6.0	%
4 to 10 units		4.4	%		4.2	%		4.1	%		3.9	%		3.8	%		3.7	%		3.6	%
11 to 50 units		10.7	%		10.4	%		10.0	%		9.7	%		9.4	%		9.1	%		8.8	%
51 to 100 units		6.2	%		6.0	%		5.9	%		5.7	%		5.6	%		5.5	%		5.4	%
101 to 1,000 units		26.9	%		27.1	%		26.8	%		26.9	%		26.7	%		26.7	%		26.8	%
>1,000 units		44.6	%		45.3	%		46.5	%		47.3	%		48.3	%		48.9	%		49.4	%
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Account size net loss rate
1 to 3 units		-9.0	%		-7.6	%		-6.6	%		-7.6	%		-7.8	%		-6.9	%		-7.0	%
4 to 10 units		-7.9	%		-7.6	%		-7.0	%		-7.5	%		-6.5	%		-7.2	%		-6.7	%
11 to 50 units		-7.5	%		-6.4	%		-7.3	%		-6.6	%		-7.6	%		-7.4	%		-7.4	%
51 to 100 units		-4.9	%		-6.9	%		-5.7	%		-6.4	%		-6.9	%		-5.5	%		-7.5	%
101 to 1,000 units		-4.4	%		-2.8	%		-4.7	%		-3.3	%		-5.2	%		-4.3	%		-4.6	%
>1,000 units		-2.2	%		-2.0	%		-1.3	%		-2.0	%		-2.4	%		-3.2	%		-3.7	%
Total		-4.3	%		-3.6	%		-3.7	%		-3.7	%		-4.4	%		-4.4	%		-4.8	%
Account size ARPU
1 to 3 units	$	14.68		$	14.67		$	14.90		$	14.83		$	14.66		$	14.62		$	14.72
4 to 10 units		13.41			13.40			13.68			13.62			13.56			13.56			13.92
11 to 50 units		10.95			10.93			11.15			11.07			10.99			11.03			11.40
51 to 100 units		9.44			9.48			9.74			9.74			9.57			9.76			10.36
101 to 1,000 units		8.24			8.24			8.35			8.38			8.23			8.45			8.91
>1,000 units		7.93			7.80			7.86			7.81			7.75			7.70			7.72
Total	$	9.18		$	9.08		$	9.16		$	9.09		$	8.95		$	8.97		$	9.16
Cellular revenue
Number of activations		5,450			8,046			5,579			5,070			4,509			3,970			3,779
Revenue from cellular services (000’s)	$	2,087		$	2,497		$	2,035		$	1,705		$	1,859		$	1,547		$	1,494

(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
	3/31/07		6/30/07			9/30/07		12/31/07		3/31/08		6/30/08		9/30/08
Cost of products sold	$	687	$	1,508		$	2,435	$	1,603	$	1,081	$	1,408	$	1,291
Service, rental and maintenance
Site rent		22,284		22,115			20,705		19,602		17,792		16,756		15,463
Telecommunications		7,058		6,622			5,289		6,356		6,204		5,503		5,072
Payroll and related		6,488		6,657			6,871		6,878		6,683		6,504		5,827
Stock based compensation		31		30			26		25		17		19		19
Other		3,172		3,932			3,855		3,934		3,273		2,801		2,688
Total service, rental and maintenance		39,033		39,356			36,746		36,795		33,969		31,583		29,069
Selling and marketing
Payroll and related		6,740		6,259			5,984		5,517		5,164		4,797		4,317
Commissions		2,170		2,386			2,140		2,056		1,724		2,037		1,742
Stock based compensation		93		91			67		52		39		50		49
Other		1,239		1,239			1,700		1,095		909		665		648
Total selling and marketing		10,242		9,975			9,891		8,720		7,836		7,549		6,756
General and administrative
Payroll and related		9,560		9,343			9,487		8,744		8,682		8,129		7,847
Stock based compensation		304		299			214		180		190		247		253
Bad debt		1,402		1,075			854		1,015		711		691		680
Facility rent		2,947		3,066			2,614		2,177		2,073		2,199		1,937
Telecommunications		1,764		1,526			1,402		1,366		1,048		983		936
Outside services		5,504		5,222			5,136		4,854		5,359		4,584		4,632
Taxes, licenses and permits		2,316		(20	)		1,815		2,218		1,958		2,055		2,216
Other		2,651		2,786			2,084		2,762		1,787		1,894		2,130
Total general and administrative		26,448		23,297			23,606		23,316		21,808		20,782		20,631
Severance and restructuring		17		—			1,177		5,235		145		153		5,063
Depreciation, amortization and accretion		13,318		12,450			12,048		10,872		12,513		11,674		11,075
Goodwill impairment		—		—			—		—		188,170		—		—
Operating expenses	$	89,745	$	86,586		$	85,903	$	86,541	$	265,522	$	73,149	$	73,885
Capital expenditures	$	5,086	$	3,525		$	4,528	$	5,184	$	3,988	$	3,892	$	6,214

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

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

	12/31/07		9/30/08
			(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	64,542	$	103,728
Accounts receivable, net		28,044		25,866
Prepaid expenses and other		8,608		6,859
Deferred income tax assets, net		8,267		5,948
Total current assets		109,461		142,401
Property and equipment, net		75,669		63,102
Goodwill		188,170		—
Intangible assets, net		16,929		9,791
Deferred income tax assets, net		93,884		69,601
Other assets		7,634		5,535
Total assets	$	491,747	$	290,430
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued liabilities	$	52,568	$	48,843
Distributions payable		93		972
Customer deposits		1,592		1,285
Deferred revenue		12,059		11,087
Total current liabilities		66,312		62,187
Other long-term liabilities		51,867		50,249
Total liabilities		118,179		112,436
Stockholders’ equity:
Preferred stock		—		—
Common stock		3		3
Additional paid-in capital		373,565		343,101
Accumulated deficit		—		(165,110	)
Total stockholders’ equity		373,568		177,994
Total liabilities and stockholders’ equity	$	491,747	$	290,430

(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 nine months ended
	9/30/07			9/30/08
Cash flows from operating activities:
Net income (loss)	$	41,460		$	(165,110	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, amortization and accretion		37,816			35,262
Goodwill impairment		—			188,170
Deferred income tax expense		24,231			27,871
Amortization of stock based compensation		1,155			884
Provisions for doubtful accounts, service credits and other		7,573			4,566
Non-cash transaction tax accrual adjustments		(6,130	)		(1,717	)
Changes in assets and liabilities:
Accounts receivable		(8,892	)		(2,388	)
Prepaid expenses and other		3,341			2,501
Intangibles and other long-term assets		(212	)		2,498
Accounts payable and accrued liabilities		(6,500	)		(6,787	)
Customer deposits and deferred revenue		(3,303	)		(1,279	)
Net cash provided by operating activities	$	90,539		$	84,471
Cash flows from investing activities:
Purchases of property and equipment		(13,139	)		(14,094	)
Proceeds from disposals of property and equipment		155			176
Net cash used in investing activities	$	(12,984	)	$	(13,918	)
Cash flows from financing activities:
Cash distributions to stockholders		(80,530	)		(31,367	)
Net cash used in financing activities	$	(80,530	)	$	(31,367	)
Net (decrease) increase in cash and cash equivalents		(2,975	)		39,186
Cash and cash equivalents, beginning of period		66,507			64,542
Cash and cash equivalents, end of period	$	63,532		$	103,728
Supplemental disclosure:
Interest paid	$	11		$	3
Income taxes paid (state and local)	$	404		$	1

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