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

Exhibit 99.1

For Immediate Release	Contact:	Bob Lougee (703) 721-3080
Wednesday, April 29, 2009		bob.lougee@usamobility.com

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

Company Continues to Reduce Operating Expenses;
Cash Flow Margin Reaches Record High;
Exclusive Two-Way Pager Launched

Alexandria, VA (April 29, 2009) —USA Mobility, Inc. (Nasdaq: USMO), a leading provider ofwireless messaging and communications services, today announced operating results for the first quarter ended March 31, 2009.

In addition, the Company’s Board of Directors declared a regular quarterly cash distribution of $0.25 per share, payable on June 18, 2009 to stockholders of record on May 20, 2009. The Company expects the entire distribution to be paid as a return of capital.

Total revenue for the first quarter was $79.7 million, compared to $84.3 million in the fourth quarter of 2008 and $94.8 million in the year-earlier quarter. EBITDA (earnings before interest, taxes, depreciation, amortization, accretion and goodwill impairment) in the first quarter totaled $28.6 million, compared to $29.8 million in the fourth quarter of 2008 and $29.9 million in the first quarter of 2008.

Net income for the first quarter was $10.0 million, or $0.43 per fully diluted share, compared to a net loss of $177.8 million, or $6.48 per fully diluted share, in the first quarter of 2008. The year-earlier loss resulted from a goodwill impairment 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 in the first quarter of 2008 would have been $10.4 million, or $0.38 per fully diluted share.

First quarter results included:

• EBITDA margin (or EBITDA as a percentage of revenue) increased to 35.9 percent, compared to 35.4 percent in the fourth quarter of 2008 and 31.6 percent in the year-earlier quarter, reaching its highest level in more than four years.

• The quarterly rate of revenue erosion was 5.4 percent, compared to 4.6 percent in the fourth quarter and 5.4 percent in the first quarter of 2008. The annual rate of revenue erosion for the first quarter was 15.9 percent, compared to the same rate for the fourth quarter and 15.0 percent in the year-earlier quarter.

• Total paging ARPU (average revenue per unit) increased to $8.86 in the first quarter from $8.71 in the fourth quarter and $8.49 in the year-earlier quarter.

• Net unit loss was 208,000 in the first quarter, compared to 187,000 in the fourth quarter of 2008 and 152,000 in the first quarter of 2008. Units in service totaled 2,607,000 at March 31, 2009, compared to 2,815,000 at December 31, 2008.

• The quarterly rate of subscriber loss was 7.4 percent in the first quarter, historically the quarter with the highest net churn, compared to 6.2 percent in the fourth quarter and 4.4 percent in the first quarter of 2008. The annual rate of subscriber erosion was 21.8 percent in the first quarter, compared to 19.2 percent in the fourth quarter of 2008 and 14.8 percent in the year-earlier quarter.

• Operating expenses (excluding depreciation, amortization, accretion and goodwill impairment) totaled $51.1 million in the first quarter, a reduction of $13.8 million, or 21.2 percent, from $64.8 million in the first quarter of 2008. Quarterly operating expenses declined 6.2 percent from the fourth quarter of 2008 and, as a percentage of revenue, are at their lowest level in more than four years.

• Capital expenses were $6.1 million, compared to $4.2 million in the fourth quarter of 2008.

• The Company’s cash balance at March 31, 2009 was $65.1 million.

“We reported excellent operating results for the first quarter,” said Vincent D. Kelly, president and chief executive officer. “Despite a very difficult economy and high unemployment nationwide, our results exceeded a majority of our performance objectives and were consistent with the financial guidance we provided earlier this year. Although the pace of subscriber losses accelerated during the quarter, as expected, we posted our highest ARPU in nearly three years. In addition, we continued to generate substantial free cash flow while successfully managing the business profitably with a low-cost operating structure. In fact, due to lower expenses, our EBITDA margin reached a record high 35.9 percent.”

Kelly said the Company continued to focus sales and marketing efforts around its core market segments of Healthcare, Government and Large Enterprise during the quarter. “These core segments represented approximately 82.1 percent of our direct subscriber base and 75.7 percent of our direct paging revenue at the end of the first quarter. Once again Healthcare was our best performing market segment with the highest rate of gross placements and lowest rate of net unit loss as healthcare providers continue to benefit from the reliability of paging for their most critical messaging needs. Indeed, our networks today carry the lion’s share of messaging to hospitals across the country, providing paging service to 40 percent of all U.S. hospitals and 63 percent of major hospitals (those with at least 200 beds).”

Kelly also said the Company introduced an exclusive two-way paging device to the market at the end of the first quarter. Called the ST902, the new device uses a disposable battery. “It’s the first new disposable battery two-way pager to come to market in many years, and was the culmination of more than two years of product development. In working with our customers, we found that many of them prefer a disposable battery rather than a rechargeable battery,” Kelly explained. “For example, hospitals often use their pagers around the clock, passing them from one shift to the next, and often don’t want to take a pager out of service to be recharged. In addition, many first responders require a wireless communications device they can take into the field where plug-in electrical outlets may not be available. As a result, we saw a need for a new two-way pager that was powered by a common, disposable AA battery. With permanent exclusivity on this new two-way pager, we will aggressively market the device to customers this year.”

USA Mobility again returned capital to stockholders in the first quarter, Kelly noted. “We continued to meet our goal of generating sufficient free cash flow to return capital to stockholders in the form of cash distributions. We produced $27.3 million in cash from operations in the quarter, allowing us to pay a regular quarterly cash distribution of $0.25 per share and a special cash distribution of $1.00 per share on March 31, 2009. Together, the distributions represented a return of capital to our stockholders of approximately $28.5 million. Including the first quarter distributions, we have now returned $305.4 million to stockholders over the past four years. In addition, the Board of Directors on April 29, 2009 declared a regular quarterly cash distribution of $0.25 per share, payable on June 18, 2009 to stockholders of record on May 20, 2009. The Company expects the June distribution, a total of approximately $5.7 million, to be paid as a return of capital.”

Kelly added: “We continued to buy back shares of the Company’s common stock during the first quarter under the stock repurchase program we commenced last August. As of March 31, we had purchased a total of approximately 4.6 million shares for $40.8 million, at an average price of $8.78 per share, and had approximately $22.3 million available for additional purchases under the currently approved plan, which extends through the end of 2009.”

Thomas L. Schilling, chief operating officer and chief financial officer, said the Company’s expenses declined significantly during the first quarter as a result of an internal reorganization and related cost control programs initiated late last year. “Operating expenses (excluding depreciation, amortization, accretion and goodwill impairment) decreased 21.2 percent from the year-earlier quarter,” he said, “outpacing the year-over-year decline in revenue of 15.9 percent. In addition,” Schilling noted, “operating expense as a percentage of revenue was 64.1 percent in the first quarter, the lowest level in more than four years.”

Schilling added, “The combination of lower expenses and higher ARPU contributed to an increase in first quarter EBITDA margin compared to the prior quarter. Although we are pleased and encouraged by financial results in the first quarter, we are maintaining our previous financial guidance for 2009 of revenues between $285 million to $295 million, operating expenses (excluding depreciation, amortization and accretion) between $198 million to $203 million, and capital expenses between $19 million to $21 million, however, economic conditions may result in later changes to our guidance.”

* * * * * * * * *

USA Mobility plans to host a conference call for investors on its first quarter results at 10:00 a.m. Eastern Time on Thursday, April 30, 2009. The dial-in number for the call is 866-290-0916 (toll-free) or 913-312-1416 (toll). The pass code for the call is 4591325. A replay of the call will be available from 3:00 p.m. ET on April 30 until 11:59 p.m. on Thursday, May 14. The replay number is 888-203-1112 (toll-free) or 719-457-0820 (toll). The pass code for the replay is 4591325.

* * * * * * * * *

USA Mobility’s Annual Meeting of Stockholders will be held at 9:00 a.m. Eastern Time on Wednesday, May 20, 2009 in Alexandria, VA.

About USA Mobility

USA Mobility, Inc., headquartered in Alexandria, Virginia, is a comprehensive provider of reliable and affordable wireless communications solutions to the healthcare, government, large enterprise and emergency response sectors. As a single-source provider, USA Mobility‘s focus is on the business-to-business marketplace and supplying wireless connectivity solutions to 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 through Sprint 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 offers M2M (machine-to-machine) telemetry solutions for numerous applications that include asset tracking, utility meter reading and other remote device monitoring applications on a national scale. For further information visit www.usamobility.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act: Statements contained herein or in prior press releases which are not historical fact, such as statements regarding USA Mobility’s future operating and financial performance, are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that may cause USA Mobility’s actual results to be materially different from the future results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expectations include, but are not limited to, declining demand for paging products and services, the ability to continue to reduce operating expenses, future capital needs, competitive pricing pressures, competition from both traditional paging services and other wireless communications services, government regulation, reliance upon third-party providers for certain equipment and services, as well as other risks described from time to time in periodic

reports and registration statements filed with the Securities and Exchange Commission. Although USA Mobility believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. USA Mobility disclaims any intent or obligation to update any forward-looking statements.

Tables to Follow

USA MOBILITY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (a)

(unaudited and in thousands, except share and per share amounts)

	For the three months ended
	3/31/08			6/30/08			9/30/08			12/31/08			3/31/09
Revenues:
Paging service	$	86,773		$	83,360		$	80,533		$	75,989		$	72,021
Cellular		1,859			1,547			1,494			993			991
Product sales		4,871			5,741			5,014			5,863			5,271
Other		1,255			1,427			1,316			1,413			1,408
Total revenues		94,758			92,075			88,357			84,258			79,691
Operating expenses:
Cost of products sold		1,081			1,408			1,291			1,812			1,669
Service, rental and maintenance		33,969			31,583			29,069			28,199			22,955
Selling and marketing		7,836			7,549			6,756			6,144			6,062
General and administrative		21,808			20,782			20,631			18,289			20,186
Severance and restructuring		145			153			5,063			(35	)		190
Depreciation, amortization and accretion		12,513			11,674			11,075			11,750			11,270
Goodwill impairment		188,170			—			—			—			—
Total operating expenses		265,522			73,149			73,885			66,159			62,332
% of total revenues		280.2	%		79.4	%		83.6	%		78.5	%		78.2	%
Operating (loss) income		(170,764	)		18,926			14,472			18,099			17,359
% of total revenues		-180.2	%		20.6	%		16.4	%		21.5	%		21.8	%
Interest income, net		578			672			471			79			26
Other income, net		125			202			205			90			112
(Loss) income before income tax expense		(170,061	)		19,800			15,148			18,268			17,497
Income tax expense		7,739			9,528			12,730			10,235			7,516
Net (loss) income	$	(177,800	)	$	10,272		$	2,418		$	8,033		$	9,981
Basic net (loss) income per common share	$	(6.48	)	$	0.37		$	0.09		$	0.32		$	0.43
Diluted net (loss) income per common share	$	(6.48	)	$	0.37		$	0.09		$	0.32		$	0.43
Basic weighted average common shares outstanding		27,459,068			27,474,156			27,474,156			25,348,440			23,134,072
Diluted weighted average common shares outstanding		27,459,068			27,600,976			27,602,296			25,444,277			23,479,796
Reconciliation of operating (loss) income to EBITDA (b):
Operating (loss) income	$	(170,764	)	$	18,926		$	14,472		$	18,099		$	17,359
Add back: depreciation, amortization and accretion		12,513			11,674			11,075			11,750			11,270
Add back: goodwill impairment		188,170			—			—			—			—
EBITDA	$	29,919		$	30,600		$	25,547		$	29,849		$	28,629
% of total revenues		31.6	%		33.2	%		28.9	%		35.4	%		35.9	%

(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
	3/31/08			6/30/08			9/30/08			12/31/08			3/31/09
Units in service
Beginning units in service
Direct one-way		2,854			2,733			2,614			2,490			2,349
Direct two-way		221			206			196			184			171
Total direct		3,075			2,939			2,810			2,674			2,520
Indirect one-way		312			286			261			227			196
Indirect two-way		98			108			105			101			99
Total indirect		410			394			366			328			295
Total beginning units in service		3,485			3,333			3,176			3,002			2,815
Gross placements
Direct one-way		77			90			76			61			67
Direct two-way		8			11			8			7			6
Total direct		85			101			84			68			73
Indirect one-way		17			22			12			8			8
Indirect two-way		16			7			7			6			4
Total indirect		33			29			19			14			12
Total gross placements		118			130			103			82			85
Gross disconnects
Direct one-way		(199	)		(209	)		(199	)		(202	)		(218	)
Direct two-way		(22	)		(21	)		(20	)		(20	)		(20	)
Total direct		(221	)		(230	)		(219	)		(222	)		(238	)
Indirect one-way		(44	)		(47	)		(47	)		(39	)		(43	)
Indirect two-way		(5	)		(10	)		(11	)		(8	)		(12	)
Total indirect		(49	)		(57	)		(58	)		(47	)		(55	)
Total gross disconnects		(270	)		(287	)		(277	)		(269	)		(293	)
Net gain (loss)
Direct one-way		(122	)		(119	)		(123	)		(142	)		(151	)
Direct two-way		(14	)		(10	)		(12	)		(12	)		(14	)
Total direct		(136	)		(129	)		(135	)		(154	)		(165	)
Indirect one-way		(27	)		(25	)		(35	)		(31	)		(35	)
Indirect two-way		11			(3	)		(4	)		(2	)		(8	)
Total indirect		(16	)		(28	)		(39	)		(33	)		(43	)
Total net change		(152	)		(157	)		(174	)		(187	)		(208	)
Ending units in service
Direct one-way		2,732			2,614			2,491			2,349			2,198
Direct two-way		207			196			184			171			157
Total direct		2,939			2,810			2,675			2,520			2,355
Indirect one-way		285			261			226			196			161
Indirect two-way		109			105			101			99			91
Total indirect		394			366			327			295			252
Total ending units in service		3,333			3,176			3,002			2,815			2,607

(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
	3/31/08			6/30/08			9/30/08			12/31/08			3/31/09
ARPU
Direct one-way	$	7.83		$	7.85		$	8.08		$	8.09		$	8.11
Direct two-way		23.68			23.90			23.78			23.77			23.68
Total direct		8.95			8.97			9.16			9.16			9.15
Indirect one-way		4.10			4.57			4.79			5.12			7.05
Indirect two-way		7.52			7.08			5.35			4.53			4.58
Total indirect		4.97			5.28			4.96			4.93			6.19
Total one-way		7.47			7.54			7.79			7.85			8.03
Total two-way		18.44			18.07			17.29			16.84			16.66
Total paging ARPU	$	8.49		$	8.54		$	8.69		$	8.71		$	8.86
Gross disconnect rate (b)
Direct one-way		-7.0	%		-7.6	%		-7.6	%		-8.1	%		-9.3	%
Direct two-way		-10.2	%		-10.4	%		-10.2	%		-10.6	%		-11.8	%
Total direct		-7.2	%		-7.8	%		-7.8	%		-8.3	%		-9.5	%
Indirect one-way		-13.9	%		-16.4	%		-17.9	%		-17.3	%		-22.0	%
Indirect two-way		-5.3	%		-8.8	%		-10.3	%		-7.7	%		-11.6	%
Total indirect		-11.8	%		-14.3	%		-15.7	%		-14.3	%		-18.5	%
Total one-way		-7.7	%		-8.5	%		-8.6	%		-8.9	%		-10.3	%
Total two-way		-8.7	%		-9.8	%		-10.2	%		-9.6	%		-11.7	%
Total paging gross disconnect rate		-7.7	%		-8.6	%		-8.7	%		-9.0	%		-10.4	%
Net gain (loss) rate (c)
Direct one-way		-4.3	%		-4.3	%		-4.7	%		-5.7	%		-6.4	%
Direct two-way		-6.4	%		-5.2	%		-6.1	%		-6.8	%		-8.5	%
Total direct		-4.4	%		-4.4	%		-4.8	%		-5.8	%		-6.6	%
Indirect one-way		-8.5	%		-8.6	%		-13.2	%		-13.7	%		-17.8	%
Indirect two-way		11.0	%		-2.4	%		-4.1	%		-1.5	%		-8.2	%
Total indirect		-3.9	%		-6.9	%		-10.6	%		-10.0	%		-14.6	%
Total one-way		-4.7	%		-4.8	%		-5.5	%		-6.4	%		-7.3	%
Total two-way		-1.1	%		-4.2	%		-5.4	%		-4.9	%		-8.4	%
Total paging net (loss) gain rate		-4.4	%		-4.7	%		-5.5	%		-6.2	%		-7.4	%

(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
	3/31/08			6/30/08			9/30/08			12/31/08			3/31/09
Gross placement rate (b)
Healthcare		3.3	%		4.8	%		3.8	%		3.0	%		3.7	%
Government		2.2	%		2.1	%		2.2	%		2.1	%		1.7	%
Large enterprise		2.4	%		2.3	%		2.2	%		2.1	%		2.4	%
Other		2.5	%		2.6	%		2.4	%		2.2	%		2.4	%
Total direct		2.8	%		3.4	%		3.0	%		2.5	%		2.9	%
Total indirect		8.0	%		7.4	%		5.1	%		4.4	%		3.9	%
Total		3.4	%		3.9	%		3.2	%		2.7	%		3.0	%
Gross disconnect rate (b)
Healthcare		-5.1	%		-5.8	%		-6.0	%		-6.4	%		-6.8	%
Government		-6.7	%		-8.5	%		-8.5	%		-9.3	%		-9.9	%
Large enterprise		-8.6	%		-9.2	%		-9.2	%		-8.9	%		-13.3	%
Other		-10.7	%		-10.5	%		-10.1	%		-11.4	%		-13.0	%
Total direct		-7.2	%		-7.8	%		-7.8	%		-8.3	%		-9.5	%
Total indirect		-11.8	%		-14.3	%		-15.7	%		-14.3	%		-18.5	%
Total		-7.7	%		-8.6	%		-8.7	%		-9.0	%		-10.4	%
Net loss rate (b)
Healthcare		-1.7	%		-0.9	%		-2.1	%		-3.4	%		-3.1	%
Government		-4.5	%		-6.4	%		-6.3	%		-7.1	%		-8.2	%
Large enterprise		-6.2	%		-6.9	%		-7.0	%		-6.8	%		-10.9	%
Other		-8.2	%		-7.9	%		-7.8	%		-9.2	%		-10.6	%
Total direct		-4.4	%		-4.4	%		-4.8	%		-5.8	%		-6.6	%
Total indirect		-3.9	%		-6.9	%		-10.6	%		-10.0	%		-14.6	%
Total		-4.4	%		-4.7	%		-5.5	%		-6.2	%		-7.4	%
End of period units in service % of total (b)
Healthcare		38.3	%		40.0	%		41.5	%		42.8	%		44.9	%
Government		17.9	%		17.7	%		17.6	%		17.4	%		17.2	%
Large enterprise		13.1	%		12.8	%		12.6	%		12.5	%		12.0	%
Other		18.9	%		18.0	%		17.4	%		16.8	%		16.2	%
Total direct		88.2	%		88.5	%		89.1	%		89.5	%		90.3	%
Total indirect		11.8	%		11.5	%		10.9	%		10.5	%		9.7	%
Total		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
	3/31/08			6/30/08			9/30/08			12/31/08			3/31/09
Account size ending units in service (000’s)
1 to 3 units		184			172			159			149			137
4 to 10 units		112			104			97			89			82
11 to 50 units		276			255			236			218			199
51 to 100 units		164			155			144			133			125
101 to 1,000 units		784			750			716			681			626
>1,000 units		1,419			1,374			1,323			1,250			1,186
Total		2,939			2,810			2,675			2,520			2,355
End of period units in service % of total direct
1 to 3 units		6.2	%		6.1	%		5.9	%		5.9	%		5.8	%
4 to 10 units		3.8	%		3.7	%		3.6	%		3.5	%		3.5	%
11 to 50 units		9.4	%		9.1	%		8.8	%		8.7	%		8.4	%
51 to 100 units		5.6	%		5.5	%		5.4	%		5.3	%		5.3	%
101 to 1,000 units		26.7	%		26.7	%		26.8	%		27.0	%		26.6	%
>1,000 units		48.3	%		48.9	%		49.5	%		49.6	%		50.4	%
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Account size net loss rate
1 to 3 units		-7.8	%		-6.9	%		-7.0	%		-6.9	%		-7.8	%
4 to 10 units		-6.5	%		-7.2	%		-6.7	%		-7.8	%		-8.8	%
11 to 50 units		-7.6	%		-7.4	%		-7.4	%		-7.6	%		-8.9	%
51 to 100 units		-6.9	%		-5.5	%		-7.5	%		-7.2	%		-6.2	%
101 to 1,000 units		-5.2	%		-4.3	%		-4.6	%		-4.9	%		-8.0	%
>1,000 units		-2.4	%		-3.2	%		-3.7	%		-5.5	%		-5.1	%
Total		-4.4	%		-4.4	%		-4.8	%		-5.8	%		-6.6	%
Account size ARPU
1 to 3 units	$	14.66		$	14.62		$	14.72		$	14.68		$	14.73
4 to 10 units		13.56			13.56			13.92			13.89			14.00
11 to 50 units		10.99			11.03			11.40			11.35			11.41
51 to 100 units		9.57			9.76			10.36			10.25			10.30
101 to 1,000 units		8.23			8.45			8.91			8.98			8.94
>1,000 units		7.75			7.70			7.72			7.75			7.77
Total	$	8.95		$	8.97		$	9.16		$	9.16		$	9.15
Cellular revenue
Number of activations		4,509			3,970			3,779			2,287			2,389
Revenue from cellular services (000’s)	$	1,859		$	1,547		$	1,494		$	993		$	991

(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
	3/31/08		6/30/08		9/30/08		12/31/08			3/31/09
Cost of products sold	$	1,081	$	1,408	$	1,291	$	1,812		$	1,669
Service, rental and maintenance
Site rent		17,792		16,756		15,463		14,785			11,218
Telecommunications		6,204		5,503		5,072		5,307			4,485
Payroll and related		6,683		6,504		5,827		5,490			5,631
Stock based compensation		17		19		19		18			49
Other		3,273		2,801		2,688		2,599			1,572
Total service, rental and maintenance		33,969		31,583		29,069		28,199			22,955
Selling and marketing
Payroll and related		5,164		4,797		4,317		4,145			4,175
Commissions		1,724		2,037		1,742		1,213			1,201
Stock based compensation		39		50		49		60			109
Other		909		665		648		726			577
Total selling and marketing		7,836		7,549		6,756		6,144			6,062
General and administrative
Payroll and related		8,682		8,129		7,847		7,992			9,075
Stock based compensation		190		247		253		298			569
Bad debt		711		691		680		618			850
Facility rent		2,073		2,199		1,937		1,689			1,628
Telecommunications		1,048		983		936		834			771
Outside services		5,359		4,584		4,632		4,519			4,514
Taxes, licenses and permits		1,958		2,055		2,216		372			1,101
Other		1,787		1,894		2,130		1,967			1,678
Total general and administrative		21,808		20,782		20,631		18,289			20,186
Severance and restructuring		145		153		5,063		(35	)		190
Depreciation, amortization and accretion		12,513		11,674		11,075		11,750			11,270
Goodwill impairment		188,170		—		—		—			—
Operating expenses	$	265,522	$	73,149	$	73,885	$	66,159		$	62,332
Capital expenditures	$	3,988	$	3,892	$	6,214	$	4,242		$	6,054

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

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

(in thousands)

	12/31/08		3/31/09
			(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	75,032	$	65,075
Accounts receivable, net		25,118		22,601
Prepaid expenses and other		6,226		5,195
Deferred income tax assets, net		6,025		4,577
Total current assets		112,401		97,448
Property and equipment, net		57,867		55,017
Intangible assets, net		6,520		5,711
Deferred income tax assets, net		59,599		54,088
Other assets		4,973		4,393
Total assets	$	241,360	$	216,657
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued liabilities	$	40,983	$	37,621
Customer deposits		1,203		1,103
Deferred revenue		9,958		9,336
Total current liabilities		52,144		48,060
Other long-term liabilities		48,478		48,974
Total liabilities		100,622		97,034
Stockholders’ equity:
Preferred stock		—		—
Common stock		2		2
Additional paid-in capital		140,736		119,621
Retained earnings		—		—
Total stockholders’ equity		140,738		119,623
Total liabilities and stockholders’ equity	$	241,360	$	216,657

(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 three months ended
	3/31/08			3/31/09
Cash flows from operating activities:
Net (loss) income	$	(177,800	)	$	9,981
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation, amortization and accretion		12,513			11,270
Goodwill impairment		188,170			—
Deferred income tax expense		7,735			6,954
Amortization of stock based compensation		246			727
Provisions for doubtful accounts, service credits and other		1,567			1,517
Non-cash transaction tax accrual adjustments		(946	)		(1,394	)
Loss on disposals of property and equipment		12			—
Changes in assets and liabilities:
Accounts receivable		76			1,000
Prepaid expenses and other		363			1,057
Intangibles and other long-term assets		477			(712	)
Accounts payable and accrued liabilities		(5,766	)		(2,373	)
Customer deposits and deferred revenue		(613	)		(722	)
Net cash provided by operating activities		26,034			27,305
Cash flows from investing activities:
Purchases of property and equipment		(3,988	)		(6,054	)
Proceeds from disposals of property and equipment		153			7
Net cash used in investing activities		(3,835	)		(6,047	)
Cash flows from financing activities:
Cash distributions to stockholders		(17,763	)		(28,517	)
Purchase of common stock		—			(2,698	)
Net cash used in financing activities		(17,763	)		(31,215	)
Net increase (decrease) in cash and cash equivalents		4,436			(9,957	)
Cash and cash equivalents, beginning of period		64,542			75,032
Cash and cash equivalents, end of period	$	68,978		$	65,075
Supplemental disclosure:
Interest paid	$	2		$	—
Income taxes paid (state and local)	$	6		$	15

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