Spok (SPOK) 8-K Cash Flow Margins Improve; Operating Expenses Decline; $39.1 Million in Capital Returned to Stockholders in 2008

Exhibit 99.1

News Release

For Immediate Release	Contact:	Bob Lougee (703) 721-3080
Tuesday, March 3, 2009		bob.lougee@usamobility.com

USA Mobility Reports Fourth Quarter and 2008 Operating Results;
Announces Regular Quarterly and Special Cash Distribution,
Plus Supplement to Share Repurchase Program

Cash Flow Margins Improve; Operating Expenses Decline;
$39.1 Million in Capital Returned to Stockholders in 2008

Alexandria, VA (March 3, 2009) — 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, 2008.

In addition, the Company’s Board of Directors declared a regular quarterly cash distribution of $0.25 per share and special cash distribution of $1.00 per share. The cash distributions will be paid on March 31, 2009 to stockholders of record on March 17, 2009. The Company expects the entire amount of the cash distributions to be paid as a return of capital.

Also, the Board approved a supplement to the Company’s previously announced plan to buy back up to $50 million of USA Mobility common stock over a 12-month period. Under the plan, which commenced last August, the Company had repurchased approximately 4.4 million shares for $38.1 million as of December 31, 2008. The supplement resets the balance in the share repurchase program to $25 million and extends the purchase period through December 31, 2009.

Total revenue for the fourth quarter was $84.3 million, compared to $88.4 million in the third quarter of 2008 and $100.2 million in the fourth quarter of 2007. EBITDA (earnings before interest, taxes, depreciation, amortization and accretion) for the fourth quarter of 2008 was $29.8 million, or 35.4 percent of revenue, the

highest quarterly EBITDA margin in more than four years. Fourth quarter operating income was $18.1 million, compared to $13.6 million in the year-earlier quarter. For the full-year 2008, total revenue was $359.4 million, compared to $424.6 million in 2007, while EBITDA was $115.9 million, or 32.2 percent of revenue, compared to $124.5 million, or 29.3 percent of revenue, in 2007.

The Company reported net income of $8.0 million, or $0.32 per fully diluted share, for the fourth quarter, compared to a net loss of $46.7 million, or $1.70 per fully diluted share, in the fourth quarter of 2007. The fourth quarter 2007 loss resulted primarily from $54.3 million in income tax expense that reduced the carrying value of deferred income tax assets. Absent the incremental income tax expense, net income for the fourth quarter of 2007 would have been $7.6 million, or $0.28 per fully diluted share.

For 2008, the Company reported a net loss of $157.1 million, or $5.83 per fully diluted share, compared to a net loss of $5.2 million, or $0.19 per fully diluted share, in 2007. The loss resulted from the goodwill impairment in the first quarter of 2008 for which the Company incurred a $188.2 million non-cash expense to write-off its entire goodwill balance. Absent the goodwill write-down, net income for 2008 would have been $31.1 million, or $1.15 per fully diluted share.

Key results and highlights for the fourth quarter and 2008 included:

• Net unit losses were 187,000 in the fourth quarter, compared to 174,000 in the third quarter, while the quarterly rate of unit erosion increased to 6.2 percent in the fourth quarter from 5.5 percent in the third quarter. The annual rate of unit erosion was 19.2 percent in 2008, compared to 15.1 percent in 2007. Net unit losses were 670,000 in 2008 versus 620,000 in 2007. Total units in service at year-end 2008 were 2,815,000, compared to 3,485,000 a year earlier.

• The quarterly rate of revenue erosion increased to 4.6 percent in the fourth quarter from 4.0 percent in the third quarter. The year-over-year rate of revenue decline increased to 15.3 percent in 2008 from 14.7 percent in 2007.

• Operating expenses (excluding depreciation, amortization, accretion and goodwill impairment) were $54.4 million for the fourth quarter, a reduction of $21.3 million, or 28.1 percent, from $75.7 million in the year-earlier quarter. For the full year, operating expenses (excluding depreciation, amortization, accretion and goodwill impairment) declined by $56.6 million, or 18.8 percent, to $243.5 million from $300.1 million in 2007. Expense reduction during the year was largely the result of network rationalization, staff reductions and company-wide cost efficiencies.

• Average revenue per unit (ARPU) was $8.71 for the fourth quarter, an increase from $8.62 in the fourth quarter of 2007. For the year, ARPU totaled $8.64, compared to $8.55 in 2007. ARPU levels

	increased modestly during 2008 due principally to structural pricing changes and a reduction in billing and service credits.
•	EBITDA as a percentage of revenue, or EBITDA margin, was 35.4 percent in the fourth quarter, compared to 24.5 percent the year-earlier quarter.
•	Capital expenses totaled $18.3 million in 2008, equal to the prior year.
•	The Company generated $87.9 million in cash during the year from operating and investing activities and had a cash balance of $75.0 million at December 31, 2008.
•	During the year the Company distributed to stockholders total cash distributions of $1.40 per share of common stock, representing a return of capital to stockholders of $39.1 million.
•	The number of full-time equivalent employees declined from 1,003 at the beginning of the year to 811 at year-end as a result of ongoing consolidation and expense control initiatives.

“Despite a difficult economy and ongoing industry challenges, we again made excellent progress in the fourth quarter and throughout 2008,” said Vincent D. Kelly, president and chief executive officer. “We continued to operate the Company profitably while meeting our primary performance targets, reducing operating costs, increasing margins and revenue per unit, upgrading organizational efficiencies and refocusing selling and marketing around our core market segments. At the same time, we met our goal of generating substantial cash flow that enabled us to continue to return capital to stockholders.”

Kelly noted, however, that subscriber and revenue trends deteriorated during the fourth quarter due largely to a weakening economy. “We experienced an acceleration of subscriber and revenue erosion over the second half of 2008 after years of steady improvement as gross unit placements slowed relative to past trends. However,” he added, “we were able to offset a portion of the revenue loss through solid increases in paging ARPU which reached its highest level in several years.”

Kelly said the Company continued to concentrate its sales and marketing efforts during the year around its core market segments of Healthcare, Government and Large Enterprise, which together represented 81 percent of the Company’s direct subscriber base at year-end and 75 percent of direct paging revenue in the fourth quarter. “Healthcare continues to be our best performing market segment, contributing 55 percent of direct gross placements during the quarter, while net churn among Healthcare accounts remained the lowest among our subscriber segments.”

Kelly said USA Mobility paid cash distributions to stockholders totaling $1.40 per share during 2008, representing a total of $39.1 million, “consistent with our stated capital allocation strategy, and we repurchased $38.1 million of our common stock under our stock buy-back program through year end. In

addition,” Kelly noted, “we are delighted to be able to pay a special cash distribution of $1.00 per share to our stockholders in the first quarter of 2009. We will operate the business throughout the year consistent with our cash flow strategy and, after the end of the year, the Board and management will again evaluate our cash position and outlook and consider the case for another special distribution and/or more share repurchases.” However, he cautioned, “the rate at which the Company will continue to return capital to stockholders, either in the form of cash distributions or share repurchases, will depend largely on future operating results as well as various other business and economic factors.”

Kelly said the Company was pleased with the resolution of several key regulatory issues in the fourth quarter, including the termination of a pending rule by the Federal Communications Commission (FCC) to require back-up power for large commercial mobile radio service (CMRS) providers, which could have resulted in higher network costs for USA Mobility and other telecom operators. The FCC voluntarily withdrew its rule, which had been challenged in court in early 2008 by USA Mobility and various other wireless providers, after the Federal Office of Management and Budget last November rejected the FCC’s request to approve related information-collection requirements. The FCC also declined to take action on a proposal to change the rules for the collection of contributions to the Universal Service Fund which, if approved, could have resulted in substantially higher fees assessed to the Company and its customers.

Thomas L. Schilling, chief operating officer and chief financial officer, said: “Overall, we were pleased with our 2008 results, which equaled or exceeded our expectations. However, the current economic conditions are clearly impacting our subscriber base and will require even more urgency in our cost reduction efforts.”

Schilling added: “Fourth quarter operating expenses (excluding depreciation, amortization, accretion and goodwill impairment) decreased 28.1 percent from the year-earlier quarter and, as a percentage of revenue, were at their lowest level in more than four years. The significant drop in operating costs was largely the result of incremental savings from our network rationalization program, including lower site rents, combined with the successful implementation of a company-wide internal reorganization last summer.” Schilling also noted that “total paging ARPU increased to $8.71 in the fourth quarter from $8.62 in the fourth quarter of 2007, largely the result of structural price changes and a reduction in the rate of billing and service credits.”

Commenting on the Company’s financial guidance, Schilling said: “We are pleased the financial guidance we provided for 2008 was either within or better than our target estimates. “Total revenue of $359.4 million was within our guidance range of $355 million to $360 million; operating expenses (excluding depreciation, amortization, accretion and goodwill impairment) of $243.5 million were better than the guidance range of $245 million to $250 million; and capital expenses of $18.3 million were within the guidance range of $18

million to $20 million. With respect to guidance for 2009, the Company expects revenue to be in a range from $285 million to $295 million, operating expenses (excluding depreciation, amortization and accretion) to be in a range from $198 million to $203 million, and capital expenses in a range from $19 million to $21 million.”

* * * * * * * * *

USA Mobility plans to host a conference call for investors on its fourth quarter and 2008 results at 10:00 a.m. Eastern Time on Wednesday, March 4, 2009. The dial-in number for the call is 800-817-4887 (toll-free) or 913-905-1087 (toll). The pass code for the call is 5160424. A replay of the call will be available from 3:00 p.m. ET on March 4 until 11:59 p.m. on Wednesday, March 18. The replay number is 888-203-1112 (toll-free) or 719-457-0820 (toll). The pass code for the replay is 5160424.

* * * * * * * * *

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 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 throughSprint Nextel, 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 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 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 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			12/31/08
Revenues:
Paging service	$	104,003		$	98,248		$	95,393		$	91,825		$	86,773		$	83,360		$	80,533		$	75,989
Cellular		2,087			2,497			2,035			1,705			1,859			1,547			1,494			993
Product sales		4,400			5,335			6,851			5,618			4,871			5,741			5,014			5,863
Other		1,052			1,390			1,145			1,040			1,255			1,427			1,316			1,413
Total revenues		111,542			107,470			105,424			100,188			94,758			92,075			88,357			84,258
Operating expenses:
Cost of products sold		687			1,508			2,435			1,603			1,081			1,408			1,291			1,812
Service, rental and maintenance		39,033			39,356			36,746			36,795			33,969			31,583			29,069			28,199
Selling and marketing		10,242			9,975			9,891			8,720			7,836			7,549			6,756			6,144
General and administrative		26,448			23,297			23,606			23,316			21,808			20,782			20,631			18,289
Severance and restructuring		17			—			1,177			5,235			145			153			5,063			(35	)
Depreciation, amortization and accretion		13,318			12,450			12,048			10,872			12,513			11,674			11,075			11,750
Goodwill impairment		—			—			—			—			188,170			—			—			—
Total operating expenses		89,745			86,586			85,903			86,541			265,522			73,149			73,885			66,159
% of total revenues		80.5	%		80.6	%		81.5	%		86.4	%		280.2	%		79.4	%		83.6	%		78.5	%
Operating income (loss)		21,797			20,884			19,521			13,647			(170,764	)		18,926			14,472			18,099
% of total revenues		19.5	%		19.4	%		18.5	%		13.6	%		-180.2	%		20.6	%		16.4	%		21.5	%
Interest income, net		951			932			856			709			578			672			471			79
Other (expense) income, net		(516	)		826			1,038			802			125			202			205			90
Income (loss) before income tax expense		22,232			22,642			21,415			15,158			(170,061	)		19,800			15,148			18,268
Income tax expense		9,206			9,676			5,947			61,816			7,739			9,528			12,730			10,235
Net income (loss)	$	13,026		$	12,966		$	15,468		$	(46,658	)	$	(177,800	)	$	10,272		$	2,418		$	8,033
Basic net income (loss) per common share (b)	$	0.47		$	0.47		$	0.56		$	(1.70	)	$	(6.48	)	$	0.37		$	0.09		$	0.32
Diluted net income (loss) per common share (b)	$	0.47		$	0.47		$	0.56		$	(1.70	)	$	(6.48	)	$	0.37		$	0.09		$	0.32
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			25,348,440
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			25,444,277
Reconciliation of operating income (loss) to EBITDA (c):
Operating income (loss)	$	21,797		$	20,884		$	19,521		$	13,647		$	(170,764	)	$	18,926		$	14,472		$	18,099
Add back: depreciation, amortization and accretion		13,318			12,450			12,048			10,872			12,513			11,674			11,075			11,750
Add back: goodwill impairment		—			—			—			—			188,170			—			—			—
EBITDA	$	35,115		$	33,334		$	31,569		$	24,519		$	29,919		$	30,600		$	25,547		$	29,849
% of total revenues		31.5	%		31.0	%		29.9	%		24.5	%		31.6	%		33.2	%		28.9	%		35.4	%

(a)	Slight variations in totals are due to rounding.
(b)	Basic and diluted net income (loss) per common share is computed independently for each period presented. As a result, the sum of the quarterly basic and diluted net loss per common share for the years ended December 31, 2007 and 2008 does not equal the total computed for the year.
(c)	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
	3/31/07			6/30/07			9/30/07			12/31/07			3/31/08			6/30/08			9/30/08			12/31/08
Units in service
Beginning units in service
Direct one-way		3,318			3,179			3,071			2,961			2,854			2,733			2,614			2,490
Direct two-way		280			263			245			232			221			206			196			184
Total direct		3,598			3,442			3,316			3,193			3,075			2,939			2,810			2,674
Indirect one-way		417			378			346			330			312			286			261			227
Indirect two-way		90			92			95			97			98			108			105			101
Total indirect		507			470			441			427			410			394			366			328
Total beginning units in service		4,105			3,912			3,757			3,620			3,485			3,333			3,176			3,002
Gross placements
Direct one-way		91			112			107			81			77			90			76			61
Direct two-way		12			14			13			10			8			11			8			7
Total direct		103			126			120			91			85			101			84			68
Indirect one-way		19			25			35			29			17			22			12			8
Indirect two-way		8			8			7			7			16			7			7			6
Total indirect		27			33			42			36			33			29			19			14
Total gross placements		130			159			162			127			118			130			103			82
Gross disconnects
Direct one-way		(230	)		(220	)		(217	)		(188	)		(199	)		(209	)		(199	)		(202	)
Direct two-way		(29	)		(32	)		(26	)		(21	)		(22	)		(21	)		(20	)		(20	)
Total direct		(259	)		(252	)		(243	)		(209	)		(221	)		(230	)		(219	)		(222	)
Indirect one-way		(58	)		(57	)		(51	)		(47	)		(44	)		(47	)		(47	)		(39	)
Indirect two-way		(6	)		(5	)		(5	)		(6	)		(5	)		(10	)		(11	)		(8	)
Total indirect		(64	)		(62	)		(56	)		(53	)		(49	)		(57	)		(58	)		(47	)
Total gross disconnects		(323	)		(314	)		(299	)		(262	)		(270	)		(287	)		(277	)		(269	)
Net gain (loss)
Direct one-way		(139	)		(108	)		(110	)		(107	)		(122	)		(119	)		(123	)		(142	)
Direct two-way		(17	)		(18	)		(13	)		(11	)		(14	)		(10	)		(12	)		(12	)
Total direct		(156	)		(126	)		(123	)		(118	)		(136	)		(129	)		(135	)		(154	)
Indirect one-way		(39	)		(32	)		(16	)		(18	)		(27	)		(25	)		(35	)		(31	)
Indirect two-way		2			3			2			1			11			(3	)		(4	)		(2	)
Total indirect		(37	)		(29	)		(14	)		(17	)		(16	)		(28	)		(39	)		(33	)
Total net change		(193	)		(155	)		(137	)		(135	)		(152	)		(157	)		(174	)		(187	)
Ending units in service
Direct one-way		3,179			3,071			2,961			2,854			2,732			2,614			2,491			2,349
Direct two-way		263			245			232			221			207			196			184			171
Total direct		3,442			3,316			3,193			3,075			2,939			2,810			2,675			2,520
Indirect one-way		378			346			330			312			285			261			226			196
Indirect two-way		92			95			97			98			109			105			101			99
Total indirect		470			441			427			410			394			366			327			295
Total ending units in service		3,912			3,757			3,620			3,485			3,333			3,176			3,002			2,815

(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			12/31/08
ARPU
Direct one-way	$	7.96		$	7.87		$	7.98		$	7.93		$	7.83		$	7.85		$	8.08		$	8.09
Direct two-way		23.91			24.02			24.17			24.06			23.68			23.90			23.78			23.77
Total direct		9.18			9.08			9.16			9.09			8.95			8.97			9.16			9.16
Indirect one-way		4.45			4.12			4.35			4.11			4.10			4.57			4.79			5.12
Indirect two-way		6.30			6.10			5.30			8.20			7.52			7.08			5.35			4.53
Total indirect		4.79			4.53			4.56			5.06			4.97			5.28			4.96			4.93
Total one-way		7.57			7.48			7.61			7.55			7.47			7.54			7.79			7.85
Total two-way		19.46			19.18			18.74			19.30			18.44			18.07			17.29			16.84
Total paging ARPU	$	8.65		$	8.54		$	8.62		$	8.62		$	8.49		$	8.54		$	8.69		$	8.71
Gross disconnect rate (b)
Direct one-way		-6.9	%		-6.9	%		-7.1	%		-6.4	%		-7.0	%		-7.6	%		-7.6	%		-8.1	%
Direct two-way		-10.4	%		-12.2	%		-10.5	%		-9.1	%		-10.2	%		-10.4	%		-10.2	%		-10.6	%
Total direct		-7.2	%		-7.3	%		-7.3	%		-6.6	%		-7.2	%		-7.8	%		-7.8	%		-8.3	%
Indirect one-way		-14.0	%		-15.0	%		-14.7	%		-14.1	%		-13.9	%		-16.4	%		-17.9	%		-17.3	%
Indirect two-way		-6.2	%		-5.9	%		-5.7	%		-6.7	%		-5.3	%		-8.8	%		-10.3	%		-7.7	%
Total indirect		-12.6	%		-13.2	%		-12.8	%		-12.5	%		-11.8	%		-14.3	%		-15.7	%		-14.3	%
Total one-way		-7.7	%		-7.8	%		-7.8	%		-7.1	%		-7.7	%		-8.5	%		-8.6	%		-8.9	%
Total two-way		-9.4	%		-10.4	%		-9.2	%		-8.4	%		-8.7	%		-9.8	%		-10.2	%		-9.6	%
Total paging gross disconnect rate		-7.9	%		-8.0	%		-8.0	%		-7.2	%		-7.7	%		-8.6	%		-8.7	%		-9.0	%
Net gain / loss rate (c)
Direct one-way		-4.2	%		-3.4	%		-3.6	%		-3.6	%		-4.3	%		-4.3	%		-4.7	%		-5.7	%
Direct two-way		-5.9	%		-6.9	%		-5.3	%		-4.6	%		-6.4	%		-5.2	%		-6.1	%		-6.8	%
Total direct		-4.3	%		-3.6	%		-3.7	%		-3.7	%		-4.4	%		-4.4	%		-4.8	%		-5.8	%
Indirect one-way		-9.5	%		-8.5	%		-4.6	%		-5.4	%		-8.5	%		-8.6	%		-13.2	%		-13.7	%
Indirect two-way		2.5	%		3.2	%		2.1	%		0.8	%		11.0	%		-2.4	%		-4.1	%		-1.5	%
Total indirect		-7.3	%		-6.2	%		-3.2	%		-4.0	%		-3.9	%		-6.9	%		-10.6	%		-10.0	%
Total one-way		-4.8	%		-3.9	%		-3.7	%		-3.8	%		-4.7	%		-4.8	%		-5.5	%		-6.4	%
Total two-way		-3.9	%		-4.2	%		-3.3	%		-3.0	%		-1.1	%		-4.2	%		-5.4	%		-4.9	%
Total paging net gain / loss rate		-4.7	%		-4.0	%		-3.7	%		-3.7	%		-4.4	%		-4.7	%		-5.5	%		-6.2	%

(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
	3/31/07			6/30/07			9/30/07			12/31/07			3/31/08			6/30/08			9/30/08			12/31/08
Gross placement rate (b)
Healthcare		3.6	%		4.8	%		4.5	%		3.6	%		3.3	%		4.8	%		3.8	%		3.0	%
Government		2.2	%		2.5	%		2.5	%		2.0	%		2.2	%		2.1	%		2.2	%		2.1	%
Large enterprise		2.7	%		3.0	%		2.9	%		2.7	%		2.4	%		2.3	%		2.2	%		2.1	%
Other		2.6	%		3.2	%		3.4	%		2.4	%		2.5	%		2.6	%		2.4	%		2.2	%
Total direct		2.9	%		3.7	%		3.6	%		2.8	%		2.8	%		3.4	%		3.0	%		2.5	%
Total indirect		5.3	%		6.9	%		9.6	%		8.5	%		8.0	%		7.4	%		5.1	%		4.4	%
Total		3.2	%		4.1	%		4.3	%		3.5	%		3.4	%		3.9	%		3.2	%		2.7	%
Gross disconnect rate (b)
Healthcare		-4.6	%		-5.0	%		-5.6	%		-5.0	%		-5.1	%		-5.8	%		-6.0	%		-6.4	%
Government		-5.8	%		-6.4	%		-6.8	%		-6.0	%		-6.7	%		-8.5	%		-8.5	%		-9.3	%
Large enterprise		-8.4	%		-9.3	%		-7.6	%		-6.9	%		-8.6	%		-9.2	%		-9.2	%		-8.9	%
Other		-10.9	%		-10.5	%		-10.5	%		-9.5	%		-10.7	%		-10.5	%		-10.1	%		-11.4	%
Total direct		-7.2	%		-7.3	%		-7.3	%		-6.6	%		-7.2	%		-7.8	%		-7.8	%		-8.3	%
Total indirect		-12.6	%		-13.2	%		-12.8	%		-12.5	%		-11.8	%		-14.3	%		-15.7	%		-14.3	%
Total		-7.9	%		-8.0	%		-8.0	%		-7.2	%		-7.7	%		-8.6	%		-8.7	%		-9.0	%
Net loss rate (b)
Healthcare		-1.1	%		-0.2	%		-1.0	%		-1.3	%		-1.7	%		-0.9	%		-2.1	%		-3.4	%
Government		-3.6	%		-3.8	%		-4.3	%		-4.0	%		-4.5	%		-6.4	%		-6.3	%		-7.1	%
Large enterprise		-5.7	%		-6.2	%		-4.6	%		-4.3	%		-6.2	%		-6.9	%		-7.0	%		-6.8	%
Other		-8.3	%		-7.2	%		-7.2	%		-7.1	%		-8.2	%		-7.9	%		-7.8	%		-9.2	%
Total direct		-4.3	%		-3.6	%		-3.7	%		-3.7	%		-4.4	%		-4.4	%		-4.8	%		-5.8	%
Total indirect		-7.3	%		-6.2	%		-3.2	%		-4.0	%		-3.9	%		-6.9	%		-10.6	%		-10.0	%
																						��
Total		-4.7	%		-4.0	%		-3.7	%		-3.7	%		-4.4	%		-4.7	%		-5.5	%		-6.2	%
End of period units in service % of total (b)
Healthcare		33.6	%		35.0	%		36.2	%		37.1	%		38.3	%		40.0	%		41.5	%		42.8	%
Government		17.9	%		18.0	%		17.8	%		17.8	%		17.9	%		17.7	%		17.6	%		17.4	%
Large enterprise		13.8	%		13.6	%		13.5	%		13.5	%		13.1	%		12.8	%		12.6	%		12.5	%
Other		22.6	%		21.7	%		20.7	%		19.8	%		18.9	%		18.0	%		17.4	%		16.8	%
Total direct		88.0	%		88.3	%		88.2	%		88.2	%		88.2	%		88.5	%		89.1	%		89.5	%
Total indirect		12.0	%		11.7	%		11.8	%		11.8	%		11.8	%		11.5	%		10.9	%		10.5	%
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
	3/31/07			6/30/07			9/30/07			12/31/07			3/31/08			6/30/08			9/30/08			12/31/08
Account size ending units in service (000’s)
1 to 3 units		251			232			216			200			184			172			159			149
4 to 10 units		150			139			129			120			112			104			97			89
11 to 50 units		368			344			319			298			276			255			236			218
51 to 100 units		215			200			189			176			164			155			144			133
101 to 1,000 units		924			898			856			827			784			750			716			681
>1,000 units		1,534			1,503			1,483			1,454			1,419			1,374			1,323			1,250
Total		3,442			3,316			3,193			3,075			2,939			2,810			2,675			2,520
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	%		5.9	%		5.9	%
4 to 10 units		4.4	%		4.2	%		4.1	%		3.9	%		3.8	%		3.7	%		3.6	%		3.5	%
11 to 50 units		10.7	%		10.4	%		10.0	%		9.7	%		9.4	%		9.1	%		8.8	%		8.7	%
51 to 100 units		6.2	%		6.0	%		5.9	%		5.7	%		5.6	%		5.5	%		5.4	%		5.3	%
101 to 1,000 units		26.9	%		27.1	%		26.8	%		26.9	%		26.7	%		26.7	%		26.8	%		27.0	%
>1,000 units		44.6	%		45.3	%		46.5	%		47.3	%		48.3	%		48.9	%		49.5	%		49.6	%
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		-9.0	%		-7.6	%		-6.6	%		-7.6	%		-7.8	%		-6.9	%		-7.0	%		-6.9	%
4 to 10 units		-7.9	%		-7.6	%		-7.0	%		-7.5	%		-6.5	%		-7.2	%		-6.7	%		-7.8	%
11 to 50 units		-7.5	%		-6.4	%		-7.3	%		-6.6	%		-7.6	%		-7.4	%		-7.4	%		-7.6	%
51 to 100 units		-4.9	%		-6.9	%		-5.7	%		-6.4	%		-6.9	%		-5.5	%		-7.5	%		-7.2	%
101 to 1,000 units		-4.4	%		-2.8	%		-4.7	%		-3.3	%		-5.2	%		-4.3	%		-4.6	%		-4.9	%
>1,000 units		-2.2	%		-2.0	%		-1.3	%		-2.0	%		-2.4	%		-3.2	%		-3.7	%		-5.5	%
Total		-4.3	%		-3.6	%		-3.7	%		-3.7	%		-4.4	%		-4.4	%		-4.8	%		-5.8	%
Account size ARPU
1 to 3 units	$	14.68		$	14.67		$	14.90		$	14.83		$	14.66		$	14.62		$	14.72		$	14.68
4 to 10 units		13.41			13.40			13.68			13.62			13.56			13.56			13.92			13.89
11 to 50 units		10.95			10.93			11.15			11.07			10.99			11.03			11.40			11.35
51 to 100 units		9.44			9.48			9.74			9.74			9.57			9.76			10.36			10.25
101 to 1,000 units		8.24			8.24			8.35			8.38			8.23			8.45			8.91			8.98
>1,000 units		7.93			7.80			7.86			7.81			7.75			7.70			7.72			7.75
Total	$	9.18		$	9.08		$	9.16		$	9.09		$	8.95		$	8.97		$	9.16		$	9.16
Cellular revenue
Number of activations		5,450			8,046			5,579			5,070			4,509			3,970			3,779			2,287
Revenue from cellular services (000’s)	$	2,087		$	2,497			$2,035			$1,705			$1,859		$	1,547		$	1,494		$	993

(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		12/31/08
Cost of products sold	$	687	$	1,508		$	2,435	$	1,603	$	1,081	$	1,408	$	1,291	$	1,812
Service, rental and maintenance
Site rent		22,284		22,115			20,705		19,602		17,792		16,756		15,463		14,785
Telecommunications		7,058		6,622			5,289		6,356		6,204		5,503		5,072		5,307
Payroll and related		6,488		6,657			6,871		6,878		6,683		6,504		5,827		5,490
Stock based compensation		31		30			26		25		17		19		19		18
Other		3,172		3,932			3,855		3,934		3,273		2,801		2,688		2,599
Total service, rental and maintenance		39,033		39,356			36,746		36,795		33,969		31,583		29,069		28,199
Selling and marketing
Payroll and related		6,740		6,259			5,984		5,517		5,164		4,797		4,317		4,145
Commissions		2,170		2,386			2,140		2,056		1,724		2,037		1,742		1,213
Stock based compensation		93		91			67		52		39		50		49		60
Other		1,239		1,239			1,700		1,095		909		665		648		726
Total selling and marketing		10,242		9,975			9,891		8,720		7,836		7,549		6,756		6,144
General and administrative
Payroll and related		9,560		9,343			9,487		8,744		8,682		8,129		7,847		7,992
Stock based compensation		304		299			214		180		190		247		253		298
Bad debt		1,402		1,075			854		1,015		711		691		680		618
Facility rent		2,947		3,066			2,614		2,177		2,073		2,199		1,937		1,689
Telecommunications		1,764		1,526			1,402		1,366		1,048		983		936		834
Outside services		5,504		5,222			5,136		4,854		5,359		4,584		4,632		4,519
Taxes, licenses and permits		2,316		(20	)		1,815		2,218		1,958		2,055		2,216		372
Other		2,651		2,786			2,084		2,762		1,787		1,894		2,130		1,967
Total general and administrative		26,448		23,297			23,606		23,316		21,808		20,782		20,631		18,289
Severance and restructuring		17		—			1,177		5,235		145		153		5,063		(35	)
Depreciation, amortization and accretion		13,318		12,450			12,048		10,872		12,513		11,674		11,075		11,750
Goodwill impairment		—		—			—		—		188,170		—		—		—
Operating expenses	$	89,745	$	86,586		$	85,903	$	86,541	$	265,522	$	73,149	$	73,885	$	66,159
Capital expenses	$	5,086	$	3,525		$	4,528	$	5,184	$	3,988	$	3,892	$	6,214	$	4,242

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

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

	12/31/07		12/31/08
Assets
Current assets:
Cash and cash equivalents	$	64,542	$	75,032
Accounts receivable, net		28,044		25,118
Prepaid expenses and other		8,608		6,226
Deferred income tax assets, net		8,267		6,025
Total current assets		109,461		112,401
Property and equipment, net		75,669		57,867
Goodwill		188,170		—
Intangible assets, net		16,929		6,520
Deferred income tax assets, net		93,884		59,599
Other assets		7,634		4,973
Total assets	$	491,747	$	241,360
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued liabilities	$	52,568	$	40,968
Distributions payable		93		15
Customer deposits		1,592		1,203
Deferred revenue		12,059		9,958
Total current liabilities		66,312		52,144
Other long-term liabilities		51,867		48,478
Total liabilities		118,179		100,622
Stockholders’ equity:
Preferred stock		—		—
Common stock		3		2
Additional paid-in capital		373,565		140,736
Retained earnings		—		—
Total stockholders’ equity		373,568		140,738
Total liabilities and stockholders’ equity	$	491,747	$	241,360

(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
	12/31/07			12/31/08
Cash flows from operating activities:
Net loss	$	(5,198	)	$	(157,077	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, amortization and accretion		48,688			47,012
Goodwill impairment		—			188,170
Deferred income tax expense		91,995			36,831
Amortization of stock based compensation		1,412			1,259
Provisions for doubtful accounts, service credits and other		8,561			5,851
Non-cash transaction tax accrual adjustments		(6,789	)		(5,499	)
(Gain) loss on disposals of property and equipment		(169	)		48
Changes in assets and liabilities:
Accounts receivable		(10,240	)		(2,925	)
Prepaid expenses and other		2,706			3,167
Intangibles and other long-term assets		(582	)		4,279
Accounts payable and accrued liabilities		(11,306	)		(12,586	)
Customer deposits and deferred revenue		(4,793	)		(2,490	)
Net cash provided by operating activities		114,285			106,040
Cash flows from investing activities:
Purchases of property and equipment		(18,323	)		(18,336	)
Proceeds from disposals of property and equipment		323			179
Net cash used in investing activities		(18,000	)		(18,157	)
Cash flows from financing activities:
Cash distributions to stockholders		(98,250	)		(39,061	)
Purchase of common stock		—			(38,332	)
Net cash used in financing activities		(98,250	)		(77,393	)
Net (decrease) increase in cash and cash equivalents		(1,965	)		10,490
Cash and cash equivalents, beginning of period		66,507			64,542
Cash and cash equivalents, end of period	$	64,542		$	75,032
Supplemental disclosure:
Interest paid	$	13		$	11
Income taxes paid (state and local)	$	70		$	462

(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,
	2007			2008
Revenue:
Paging service	$	389,469		$	326,655
Cellular		8,324			5,893
Product sales		22,204			21,489
Other		4,627			5,411
Total revenue		424,624			359,448
Operating expenses:
Cost of products sold		6,233			5,592
Service, rental and maintenance		151,930			122,820
Selling and marketing		38,828			28,285
General and administrative		96,667			81,510
Severance and restructuring		6,429			5,326
Depreciation, amortization and accretion		48,688			47,012
Goodwill impairment		—			188,170
Total operating expenses		348,775			478,715
% of total revenue		82.1	%		133.2	%
Operating income (loss)		75,849			(119,267	)
% of total revenue		17.9	%		-33.2	%
Interest income, net		3,448			1,800
Other income, net		2,150			622
Income (loss) before income tax expense		81,447			(116,845	)
Income tax expense		86,645			40,232
Net loss	$	(5,198	)	$	(157,077	)
Basic net loss per common share	$	(0.19	)	$	(5.83	)
Diluted net loss per common share	$	(0.19	)	$	(5.83	)
Basic weighted average common shares outstanding		27,442,444			26,936,072
Diluted weighted average common shares outstanding		27,442,444			26,936,072
Reconciliation of operating income (loss) to EBITDA (b):
Operating income (loss)	$	75,849		$	(119,267	)
Add back: depreciation, amortization and accretion		48,688			47,012
Add back: goodwill impairment		—			188,170
EBITDA	$	124,537		$	115,915
% of total revenue		29.3	%		32.2	%

(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.