Good morning, and welcome to USA Mobility Second Quarter Investor Call. Today's call is being recorded. On line today, we have Vince Kelly, President and Chief Executive Officer; Shawn Endsley, Chief Financial Officer; Kate Bolseth, Chief Operating Officer of the company's software subsidiary, Amcom Software; and Sean Collins, EVP of Selling and Marketing of Amcom. At this time, for opening comments, I will turn the call over to Mr. Endsley. Please go ahead, sir.

Good morning. Thank you for joining us for our second quarter investor update. Before we discuss our operating results, I want to remind everyone that today's conference call may include forward-looking statements that are subject to risks and uncertainties relating to USA Mobility's future financial and business performance. Such statements may include estimates of revenue, expenses and income, as well as other predictive statements or plans, which are dependent upon future events or conditions. These statements represent the company's estimates only on the date of this conference call and are not intended to give any assurance as to actual future results. USA Mobility's actual results could differ materially from those anticipated in these forward-looking statements. Although these statements are based upon assumptions that the company believes to be reasonable, they are subject to risks and uncertainties. Please review the Risk Factors section relating to our operations and the business environment in which we compete contained in our 2011 Form 10-K, our second quarter Form 10-Q and related company documents filed with the Securities and Exchange Commission. Please note that USA Mobility assumes no obligation to update any forward-looking statements from past or present filings and conference calls. With that, I'll turn the call over to Vince.

Thank you, Shawn, and good morning. Before we review our second quarter results, I want to comment briefly on the management realignment we announced last month, including the appointment of Kate Bolseth as Chief Operating Officer in Amcom. Previously, Kate was Amcom's Vice President of Product Strategy and Development, and in that role, she's been instrumental in the company's growth in recent years. Kate succeeds Dan Mayleben who, along with former Amcom President Chris Heim, left Amcom in June to pursue an opportunity outside the company. We're delighted to have Kate join our senior management team. She also joins us on our call this morning. Sean Collins joins us as well. He was recently promoted to the Executive Vice President of Selling and Marketing at Amcom and continues to play a key role for us in that capacity as we look to grow our Software business. Finally, Jim Boso, has been promoted to President of our wireless company, USA Mobility Wireless. Formerly Executive Vice President of Sales and Marketing at USA Mobility, Jim has made significant contributions to the success of our business over the years. We were very pleased to be able to fill this key positions from within the company, a testament to the managerial talent and bench strength in both our key businesses. I would also note that we are currently working with Spencer Stuart in conducting a search for a new President of Amcom to replace Chris Heim, who remains a director of USA Mobility. We hope to fill that key position in the next several months. In the meantime, I personally have relocated to Minneapolis to help oversee our Software operations and conduct recruiting activities from Amcom's headquarters office. Turning to our quarterly results. Let me begin by highlighting what we believe was another outstanding…

Thanks, Vince. Before I review our quarterly results, I wanted to let you know that we expect to file our second quarter Form 10-Q later today. I encourage you to review the Form 10-Q since it contains many aspects of our business operations and financial performance that we will not have time to cover on this call. As Vince said, we are pleased with our second quarter results, which were largely in line with the previously announced financial guidance for 2012. Record low subscriber churn, reduced operating expenses and a stable ARPU contributed to strong cash flows and high margins in our Wireless business, while the Software business reported an increase in quarter-over-quarter revenue and bookings, a higher backlog at June 30 and a solid pipeline of future sales leads. Looking first at our Wireless business, we were especially pleased with the improvement in both subscriber and revenue trends during the quarter. With respect to our customer base, we ended the quarter with 1,583,000 units in service, a net decrease of 34,000 units compared to a decline of 49,000 units in the second quarter of 2011. The quarterly rate of subscriber loss improved to 2.1% from 2.7% in the year-earlier quarter, while our annual rate of net unit loss improved to 11% from 12.2% a year ago. Both the quarterly and annual unit loss rates reached their best levels in nearly 8 years. Gross placements in Wireless totaled 55,000 units in the second quarter compared to 45,000 units in the first quarter and 66,000 units in the second quarter of 2011. Gross disconnects declined to 89,000 units from 115,000 units in the year-earlier quarter. As a result, the net -- the disconnect rate improved to 5.5% in the second quarter from 6.2% a year earlier. Healthcare, again, was our most…

Thank you, Shawn. Before we take your questions, I want to comment briefly on a few other items that may be of interest. First, I will provide a quick update on some of our recent sales and marketing activities. Second, I will review our current capital allocation strategy. And third, I'll briefly comment on our overall business outlook. With respect to sales and market activities, both our Wireless and Software business continued to aggressively pursue new business during the quarter. On the Wireless side, we continued to sell wireless messaging solutions to our target market segments of Healthcare, Government and Large Enterprise. These core segments represented approximately 91% of our direct subscriber base at June 30 compared to 90% a year ago. They also accounted for approximately 87% of our direct paging revenue in the second quarter compared to 84% in the year-earlier quarter. During the quarter, our Wireless team turned in a very strong performance, exceeding expectations for subscribers, gross additions, retention and revenue. A particular note, total net unit loss for the quarter was 2.1%, the lowest in the company's recent history, with Healthcare again contributing the highest number of gross placements and fewest disconnects. Paging's long-standing value proposition, low cost, reliability and survivability compared to other wireless technologies continued to create significant demand for our wireless products among healthcare providers. For the quarter, 37 hospitals each added 200 or more units for their incoming residents, fellows and medical students. In addition, our Wireless sales team added 3 new hospital accounts during the second quarter. Also, our Wireless business launched a new product, AMC Select, in May in collaboration with Amcom. AMC Select is a hosted version of the Amcom Mobile Connect smartphone and tablet messaging solution. The hosted solution enables critical messages sent to USA Mobility Wireless…

[Operator Instructions] And we'll go first to Jim Altschul with Aviation Advisory Service.

And I apologize if you covered this in the previous calls because I have missed some of your calls in the past, here but the gain you recorded in the year-ago quarter for selling, what is it, excess spectrum bandwidth, is that likely to be a onetime thing? Or is there any possibility that in the future, you can sell some additional spectrum above on -- what I'm trying to get a handle on, is there some potential untapped value in the collection of spectrum that you have?

Jim, right now, we don't have any negotiations going on to sell spectrum. There's potential, of course, always in the future that we might be able to sell some additional spectrum, but I would not bake that into any valuation model. That would be more be a nice thing to have happen, but it's not in the card at this time.

But do you have some spectrum -- I mean, in order to, I guess, sell spectrum, you need to have some spectrum that you're not using. Do you have any additional -- any spectrum that could be sold if the right opportunity presented itself that you're not currently using?

Not right now. In the future, who knows what could happen 2, 3, 4, 5 years from now? But right now, we're using all our spectrum.

How did this opportunity do come up that you have some unused spectrum? I mean, what kind of buyer was this who bought it?

We had -- as you can imagine, we consolidated most of what was the paging industry in the early 2000s, and one of the transactions that we did was to combine 2 large, independent paging companies that both had independent 2-way paging networks. So we actually sold 2-way spectrum after we had completed the integration of those acquisitions such that we had transitioned the subscribers onto one 2-way network. And we didn't multiple 2-way networks, if you're following me. So that provided an opportunity to sell off some unused 2-way spectrum. As I said, right not, we're using our spectrum, but who knows what might happen in the future?

We'll go next to Mark Phelan with M22 Capital.

In previous calls, you guys have mentioned that for the software market, the target market, you forecasted a $750 million market. Is there any chance you can kind of just go through your calculus and then how you got to that number?

All we did was basically look at the overall universe of healthcare companies out there and then take an average penetration rate against that. I don't have that work-up with me right now. But it was fairly straightforward exercise. And I would say nothing has changed significantly in that outlook. The only thing that we're seeing, unfortunately, is just that overall volume of business is just slowing. We're not losing deals. They just keep getting pushed out. People are cautious. They're hesitant to pull the trigger. Obviously, it affects our company. It affects our top line. It affects our outlook. It affects, quite frankly, the commissions that our salespeople make. So we still think it's a very robust market, and the demographics look fantastic going forward. But the whole economy right now has a different feel than it did a year ago when we were doing these projections. We felt we were kind of in a 3% to 4%, maybe, growing economy. And right now, it's kind of a hold on, and let's wait for the next shoe to drop economy. And that affects CIOs' purchasing decisions.

Got it. Okay. And then just in terms of, I guess, your top 3 or 4 software products, have they increased in demand over the last 6 to 12 months? Or do you forecast that? Or do you see those kinds of decline?

Okay. Sean Collins, our EVP of Sales and Marketing, is going to take that one. Go ahead, Sean.

Yes. The trend has certainly moved towards more of the mobility applications that Vince kind of outlined in his summary. So we've seen a dramatic uptick for those conversations, as well as deals getting done. But it's more than just an app on those tablets and phones. There's a whole security element, et cetera, that plays in a CIO or CFO's world if we're looking at these types of applications. So that's where the trend is. And our core products such as the traditional call center space continue to be stable for us, but the growth is outside of that.

Got it. And the call center, it's at least staying stable, you're not getting cannibalized by the mobile sub?

We are not today, no.

No. The mobile stuff is really an extension if you think about it. People want to take all that wonderful information that we can provide internal and kind of go that last mile and put it on iPhones, Androids, BlackBerries, tablets, et cetera. And there's a lot of people looking at that space right now. Quite frankly, we've got a fantastic product in Amcom Mobile Connect. We continue to add functionality to that and with our new product Amcom Care Connect, which will also be able to link up with Amcom Mobile Connect. So we've got a lot of stuff going in that space, and we've got a lot of trials out there and a lot of interest from the hospitals. But again, these are transactions that take typically 12 months for a decision to happen. They go into a normal capital budget cycle. So while it looks great from a long-term perspective, we've been a little bit disappointed over the shorter term, and we are very focused right now on making sure that we have the right market offerings in this mobile space going forward so that we can meet our future expectations.

I got it. And then last question, you guys significantly lowered your revenue guidance for Software. Is there a specific customer or specific product that, I guess, characterizes that decline? Or was it hard to pinpoint any one thing, just general?

You know what, you can't really pinpoint any one thing. I mean, I'm in here temporarily, while we're recruiting for a president for this and I've been meeting with the team, and I have wanted to look at the business from the ground up, what are we doing sales rep by sales rep, what's out there, what are we likely to get, and I've wanted to realistically forecast that against the backdrop of what I see and what we all see and hear from our customers is a slowing and a more cautious economy. And I want to instill kind of the culture that we've had on the Wireless side with respect to setting expectations, that we set expectations that we meet and then we eventually beat, and then we come back and do it again next time. So part of that is on me. And it's a learning process for me and for the crew here, but we don't want to be in a position where we're not achieving what we tell you guys we're going to achieve. So there's never any guarantee in the future. You're always going to do what you say you do, but in general, that has been our culture and that's what I'd like to see continue.

And we'll go next to Brent Morrison with Wells Fargo.

A couple of calls in the past you mentioned that some of the hangups for Amcom was hospitals inundated with electronic medical records installation or implementation. Can you comment on that? Is that part of the -- causing part of the slowness? Or is it just the adversity to the signing a big contract?

Sean, do you want to take that?

Absolutely. That continues in the marketplace today. So I believe the tail on that runs through 2015. So that on top of the increasing [ph] economy, that segment within healthcare, that the overall budget and bucket that they're dealing with, as well as the actual spend of that budget for personnel on those sites to fully implement, roll out those applications. So we've got to about 2015 with those current states, and it does play a role into the impact of overall projects.

It's also not a blanket statement across the whole base such that if you think it's kind of a giant bulge moving through the snake as it digests, it's not that for the whole sector. It's that on a customer-by-customer basis. The larger hospitals would tend to be further along than some of the medium-size hospitals. So everyone's kind of at a different point on the curve with respect to the EMR implementation. But it does impact us. And it's not the only thing that's causing this slowdown from our prior view, but it is one of the things.

Okay. Can you comment on the hotel win in the quarter? That's relatively new with you guys announcing anything outside of Healthcare. What are they using that hospitals don't? Or is there anything that specific that, us, investors, should know?

Yes. Sean is going to take that. This is Sean and Kate's first time with public shareholders. So Sean, we're not just not giving the name of that account. But he's going to take that. We also have another nice one in the pipeline that we hope to get any day now. But why don't you talk about that?

Yes, absolutely. So part of the economy out West on this property, the cranes are moving back out there. And this was actually consolidation of -- the strategy was consolidation of several properties into one bigger -- so they took the first bite of that. They'll be implementing this, putting in a new data center, all of our software, so to speak, in the cloud that they'll manage, and then the idea is to bring on more property. So this is in that casino gaming, hoteling space.

Okay. And then lastly, you guys cut the dividend to preserve capital for probably acquisitions. With debt being so cheap these days and the recurring cash flow of the Wireless business, why did you choose to pay off the debts so rapidly as opposed to using the free cash flow to make acquisitions and use some leverage on the balance sheet?

A couple of things there. I mean, I think we've been pretty clear for the last several quarters that we were looking at this whole area very closely in terms of our capital allocation strategy. But with debt, we basically -- we're losing money carrying debt on this company. There's no sense in paying interest to the bank if you don't need it. In terms of acquisitions and preserving capital for acquisitions, that's absolutely the stated game plan. However, I want to be careful at the price we pay. We've been looking at a lot of companies. I will tell you there's nothing specifically of scale that's in the crosshairs right now such that you guys might see an announcement from us in the next 30 days. Valuations are a little bit of a challenge. There's a ton of money out there on the private equity side. The good news there is those guys tend to be cautious. And a lot of these guys are trying to get strategics to come in, seeking a higher valuation that they can't get on the private equity side. And I don't want to fall for that. And so we're going cautiously, but we're going to build our capital. When we make a decision like this, we tend to look at a multiyear period. We have to -- we're running a business here. So we can't look necessarily quarter-to-quarter. We have look over a period of multiple years. The last time we reduced our dividend was way back in early 2008, and we held that dividend of $1 a year for a very long time. My view is we can hold this dividend of $0.50 a year for a very long time, build capital. And when the right acquisition comes along to help build this company and at the right price, we'll be in a position to execute. So there's no point right now in keeping a lot of debt on the books and paying interest to the bank. We can't earn that much with the cash. And so it's just a simple math exercise.

Okay. And then lastly, you talked about not wanting to overpay and I agree with you 100%. Looking back at Amcom and what we've seen over the last, I don't know, 18 months now, more or less, it seems like you did overpay. So what changed? I know the economy slowed a lot and people are apprehensive about taking on more expenses, but the multiple that you paid on this thing is very high. So...

Well, I guess, I can appreciate...

Whether it the cross-selling kind of potential, the synergies that just we haven't seen yet that we could see on the next couple of years? But I'd hope that we don't see those multiples paid again.

Look, I appreciate and I respect your view, and I thank you for your feedback. I don't necessarily agree with you 100% because I think one of the intangibles that's very difficult to quantify is the extremely positive impact that we have felt on the Wireless side since we've done that acquisition. When we go and we renegotiate with these large hospital contracts on multiyear contracts, and we talked to the CIOs, it is out of strategy to get in front one of the CIOs and say, "We're just going to run a paging company, and we're running on liquidating trust." And who knows if we're going to be around in 3 or 4 or 5 years. They would not like to hear that. And I don't think it's a coincidence that since we've done the Amcom acquisition and since Amcom is so incredibly respected, as is evidenced by its 99% software maintenance renewal rate, since we've done that acquisition, the actual paging results and the erosion in our paging top line have improved significantly. So I hear you, and I very much appreciate the feedback and what you say, but I also there are some other things that we have to factor in. But going forward, I agree. We want to be cautious, and I think I articulated that we are being cautious in terms of what we pay. But that's kind of my view on your remark.

No, that's a great point about the Amcom acquisition, reducing the churn of Wireless. Is there maybe other statistics that you can help us digest that? I know you've said it in the past how some percent of the cancellations became Amcom cost [ph] clients. Is there anything maybe in the future that you can articulate that will help us understand that?

I think right now, it's very hard to quantify because it's more of a qualitative assessment and a conversational assessment. I think going forward, as we continue to make inroads on mobility -- look, I don't want to sit here for a second and tell you the paging is going to be around forever. Ironically, when the economy really starts to get nervous, as it is right now, I think we'd all agree that we are in a nervous economy, paging also benefits from that. But at some point, the cost of smartphones, the cost of just new technology will be driven down. These guys will continue to battle themselves -- each other in the market for subscribers. It will get driven down, and it will cause more churn. And I'm talking of a 5-year period. I'm not talking over a 5-quarter period. But it will cause higher future churn at some point out there in the distance. And if we have Amcom Mobile Connect and AMC Select and other mobile applications, kind of our #1 area we're targeting for development acquisition is mobile clinical applications. If we continue to do a good job there, we can migrate subscribers as we've begun to start doing onto Amcom/smartphone-type platform and off the paging, and we'll capture that revenue base, as well as capture the revenue base from some of our competitors. So that's kind of where I think you would see the numbers that you're looking for, but I don't have it for you right now.

We'll go next to Rich Murphy with Cross River.

Not to beat a dead horse here, on the multiples, you're looking at future acquisitions. But you will have about $60 million in cash, it looks like, at the end of this year plus the $40 million of debt. What size acquisition is out there that you guys would look to make? Or is it going to be little niche acquisitions?

We're going to do both. We've been looking at -- smaller niche acquisitions that will allow us to accelerate in many case functionality within our development, ongoing efforts. But we would also look at larger acquisitions if we thought there was one that would make sense for us long term. And again, I think what I'm telling you guys this morning is we're going to be cautious on that, too, with respect to valuations. So I would say there's not one particular type of acquisition that makes sense. We did IMCO, the Critical Test Results Management acquisition, which really focuses on a clinical application for radiology though that can be used in other types of clinical applications. And that was really a technology buy because it would have taken us a long time to build that thing, multiple years, and we didn't have the in-house clinical expertise, i.e., somebody that's an expert on how radiology works inside of a hospital and with referring physicians and with the radiologists themselves, et cetera. So that was kind of a buy of a technology as opposed to pay a buy of a business with a lot revenue and cash flow to get scale. And I would say we are open to doing both in the future.

And what is the plan as far as getting a multiple for your stock as you transition from this liquidating trust to a more accrual software company? Is that a 5-year plan? Is that something you think you can do through a few acquisitions? And in your mind, what is the strategy?

I think it's both. I think we have to execute on acquisitions smartly. I think we have to develop good software. We have to prove to everybody that we can grow that Software business over time. And then as that percentage of our consolidated business on the Software side grows, then I think you'll start seeing the multiple. Because you're right, the multiple we trade at is extremely low right now, and that's simply a factor of 75% of our business right now, is still the paging and the Wireless business. Only about 1/4 of our businesses is Software business. And that really needs to flip-flop over time. We don't give long-term projections. We typically give at the beginning of the year an outlook for the current year that doesn't include acquisitions. But it's something -- your question is something I am very focused on, our board and advisors are very focused on. We understand it very clearly. And we think there is long-term upside potential in our stock if we execute our business plan well.

And finally, last thing just on the buyback. Is that a -- what -- give us some granularity on that? Is it something you're going to -- is it a program? I mean today, for example, stock's under book value again. So is that -- is there a metric you're looking at to when you're going to buy back stock?

Yes, there actually is. We don't disclose our actual grid, I think it's a 10b-18 plan. But I would point out that it doesn't go into effect until tomorrow. So unfortunately, it's not in effect right now. Now I think I said when we were talking earlier, historically, we've bought back about $50 million worth of stock at an average price of just over $9 a share. The majority of that stock we bought back was in 2008. So we've probably had, let's say, $9 a share, but we stopped paying $4 a share of dividends on it. You can see that we've been very opportunistic in buying stock back. It's something that we talk about a lot. My personal view is that most companies screw up share repurchases, and they way overpay. You get 2 years beyond the share repurchase, and they way overpay. We've been one of those companies that's actually done it pretty smartly, and I don't think we want the change our approach there. So I think we look to be opportunistic. But unfortunately, today we can't do a whole lot about it.

[Operator Instructions] We'll go next to Chi Chow [ph] with Crédit Suisse.

Congratulations on getting the Amcom business going to the right direction again. And yes, congratulations to Kate and Sean also and Jim. I guess I just wanted to get a little much more color on the turnover of Amcom. Is it just Chris? And also, has this kind of led to other important departures in the business, particularly in the sales organization? Can you just kind of give us kind of a broader color if it's been more than Chris? And then I also, I guess, would love to kind to hear about any sort of potential organizational changes at Amcom.

Okay. But just real quick. Chris Heim, who was President of Amcom Software; and Dan Mayleben, who was the Chief Operating of Amcom Software, both left at the same time. And they left together, and they left voluntarily. I don't want to speak for them, but they were presented an opportunity outside the company. I'm aware of it. I can't -- I didn't ask them could I disclose it, so I'm not going to disclose it. But they left on very friendly basis. Chris was on the Board of Directors. He remains on the Board of Directors. I know Chris. I talk to him on a regular basis. He has been extremely helpful in this transition. We have lost nobody else voluntarily. They have a no solicit, no hire that's in effect. So they can't approach employees in their new opportunity. And also, I would tell you that Chris has told me and he's told our Board of Directors he wouldn't do that anyway. So no one else has left. Those 2 guys went for an opportunity. They are both, if you kind of look at their background and their history, entrepreneurs. They want to take a shot at something where there's no guarantee they'll be successful. It's a little bit different of a mindset and approach than someone that works inside of a public company that wants to make x amount of money each year going forward and maybe earn a little more if they do a good job. It's a whole different kind of way of looking at business and opportunity. And I've said to them both, "God bless you. I wish you the best of luck. We've got a business to run." And Kate, Sean and the rest of the team are looking forward to the future. And we haven't changed a thing we're doing with respect to our approach to the business other than maybe tightening some things up in a few places around here. I think I also mentioned that we engaged Spencer Stuart. We're doing an executive search right now for the position of President of Amcom Software so that I can move back home and be with my wife and daughter again one day. And we hope to get that done before the end of the year. I mean, it's not going to happen tomorrow in terms of an announcement, but I would hope that we would have that done before the end of the year. So I would say I'm very bullish on Amcom Software. Nothing has changed as a result of those 2 guys leaving. And again, we all wish Chris and Dan luck in their future endeavors.

Okay. And then just in terms of the business conditions for Amcom. One hand, I've focused on the backlog improving and also the operational revenue improving this past quarter. But then on the other hand, you're reducing guidance. So on net, has the business conditions, are they about the same as they where 90 days ago? Or have they improved a little bit? Or are they continuing to deteriorate?

I would say that the pipeline, the prospects are just as good, if not better, than they have been. We have a couple of deals, quite frankly, particularly on the international side that we really thought we were going to get in the second quarter. And they didn't get canceled. They got pushed off. And then we have some deals on the international side that just plain old got canceled due to budgetary issues going on, particularly in Europe, Australia and some other places, that we really had been counting on. I would say that from a pipeline perspective, the consolidated pipeline is as big or bigger than it was 90 days ago. But I would say the general business environment, like I was saying earlier on some of my comments, the volume of business or the ability of CIOs to pull the trigger or the desire to have slowed. There's just no question about it. People are cautious. I mean, we've put in the one big teaching hospital finally last quarter, and they delayed, delayed, delayed. And then the only thing that got them pull the trigger is they wanted an implementation date by a date certain. And we said, "Look, if you delay much longer, we're not going to be able to have this installed and up and working by your deadline." So then they finally pulled the trigger. So there's just a lot of that going on. People are just cautious. It's a crazy year. It's an election year. Everybody is just kind of waiting to see what happens. And whoever gets elected, I don't care, but I will be delighted because I will be delighted when we put 2012 behind us and everybody can just start moving forward again without kind of worrying about what taxes are going to be, what the overall economy is going to be, what the Fed's are going to do. I mean, if things have just slowed down right now, people kind of holding their breath. So I would say the business environment has deteriorated, unfortunately. But the prospects for the company have not. It just slowed. Okay. That seems to be it for our questions. I want to thank everyone for joining us today. We look forward to speaking with you again after we release our third quarter results in 90 days. Everyone, have a great day, and thank you very much.

That does conclude today's conference. We thank you for your participation.