Exhibit 99.3

USA MOBILITY, INC. UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements have been prepared to give effect to the merger of Arch Wireless, Inc. and Metrocall Holdings, Inc. Pursuant to the terms of the merger agreement, Patriots Acquisition Sub, Inc. and Wizards Acquisition Sub, Inc, two wholly owned subsidiaries of USA Mobility, Inc. (USA Mobility) will merge with and into Arch and Metrocall, respectively. USA Mobility presently has no operations and was formed specifically to facilitate the merger transaction. Under the terms of the merger agreement, holders of Arch common stock will receive one share of USA Mobility common stock for each common share held of Arch Wireless. Holders of Metrocall common stock will receive consideration totaling $150 million of cash and 7,560,515 shares of USA Mobility common stock assuming 1.876 USA Mobility shares will be exchanged for each Metrocall share not subject to the cash election. Upon consummation of the merger exchange, former Arch and Metrocall common shareholders will hold approximately 72.5% and 27.5%, respectively, of USA Mobility’s common stock on a fully diluted basis.

These pro forma financial statements do not purport to be indicative of the consolidated financial position or results of operations for future periods or the results that actually would have been realized had the merger occurred on the dates specified in these pro forma financial statements.

The merger will be accounted for under the purchase method of accounting pursuant to Statement of Financial Accounting Standard (SFAS) No. 141, Business Combinations. Arch Wireless, Inc. has been deemed the “accounting acquirer” as a result of its former shareholders holding a majority of the common stock of USA Mobility following the merger and Arch representatives holding five of nine board of director positions of the combined company. Accordingly, the basis of Arch’s assets and liabilities as of the acquisition date will be reflected on the balance sheet of USA Mobility at their historical basis. Amounts allocated to Metrocall’s assets and liabilities will be based upon the total purchase price and the estimated fair value of such assets and liabilities on the effective date of the merger. The purchase price allocations reflected in the accompanying pro forma condensed consolidated balance sheet were made based upon preliminary estimates and assumptions. The actual amount and allocation of purchase price may differ significantly from the pro forma amounts included herein.

The unaudited pro forma condensed consolidated financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with the historical consolidated financial statements and the notes thereto of Arch included herein and Metrocall as included in Metrocall’s Annual Report on Form 10-K for the year ended December 31, 2003 or Amendment No. 1 to quarterly report on Form 10-Q for the six months ended June 30, 2004.

The unaudited pro forma condensed consolidated balance sheet was prepared as if the merger occurred on June 30, 2004. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2003 and for the six months ended June 30, 2004 were prepared as if the merger occurred on January 1, 2003. To prepare the pro forma condensed consolidated statements of operations for the year ended December 31, 2003, Metrocall’s historical statement of operations for the year ended December 31, 2003 was combined on a pro forma basis with the historical statement of operations of WebLink Wireless for the period January 1, 2003 to November 17, 2003, as if Metrocall had acquired WebLink on January 1, 2003. Metrocall’s historical statement of operations includes the results of operations of WebLink for the period November 18 to December 31, 2003. Refer to “Metrocall Holdings, Inc. — WebLink Acquired Assets” for further information on this pro forma financial information.

USA MOBILITY, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

June 30, 2004

(dollars in thousands)



								Pro Forma
								Adjustments
			Arch			Metrocall								USA Mobility
			(Historical)			(Historical)		Debit			Credit			(Pro Forma)

CURRENT ASSETS




	Cash and cash equivalents		$	22,367		$	26,659							$	49,026




	Accounts receivable			20,279			21,984								42,263




	Deposits			3,224			1,216								4,440




	Prepaid rent			384			224								608




	Prepaid expenses and other current assets			8,331			2,321								10,652




	Deferred tax assets, net of allowance			25,893			2,782				$	2,782	(2)		25,893

		Total current assets		80,478			55,186					2,782			132,882




Property and equipment, net				167,321			53,997	$	38,000	(1)					259,318




Intangible assets, net				—			2,302		276,549	(1)		2,302	(2)		296,366
									19,817	(4)




Deferred tax assets, net of allowance				191,955			45,412					45,412	(2)		191,955
												—




Other assets				3			5,003								5,006

		TOTAL ASSETS	$	439,757		$	161,900	$	334,366		$	50,496		$	885,527

LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES




	Current maturities of other long-term debt		$	—		$	339							$	339




	Accounts payable			8,403			7,978								16,381




	Accrued compensation and benefits			7,131			7,878				$	2,934	(5)		17,943




	Accrued expenses and other current liabilities			23,015			14,525					10,000	(1)		47,540




	Accrued restructuring charges			8,470			565								9,035




	Deferred revenues and subscriber deposits			21,316			14,005								35,321

		Total current liabilities		68,335			45,290					12,934			126,559




Long-term debt, less current maturities				—			15					150,000	(1)		150,015




Other long-term liabilities				6,921			3,780					19,817	(4)		30,518

		Total liabilities		75,256			49,085					182,751			307,092
STOCKHOLDERS’ EQUITY




	Common stock			2			56	$	56			1	(1)		3




	Additional paid-in capital			344,576			85,012		85,012	(3)		216,867	(1)		558,331
									3,112	(6)




	Treasury stock			(3,112	)		—					3,112	(6)		—




	Unearned compensation			(2,261	)		—								(2,261	)




	Retained earnings			25,296			27,747					22,749	(3)		22,362
									50,496	(2)
									2,934	(5)

		Total stockholders’ equity		364,501			112,815		141,610			242,729			578,435

		TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	439,757		$	161,900	$	141,610		$	425,480		$	885,527

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

USA MOBILITY, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2004

(in thousands, except share and per share amounts)


		Arch			Metrocall			Pro Forma			USA Mobility
		(Historical)			(Historical)			Adjustments			Pro Forma

Revenues		$	239,456		$	177,830					$	417,286
OPERATING EXPENSES




	Cost of products sold		1,794			2,283						4,077




	Service, rent and maintenance		75,976			56,380						132,356




	Selling and marketing		17,825			18,002						35,827




	General and administrative		60,085			50,361		$	(4,103	)(11)		106,343




	Depreciation and amortization		57,380			17,213			52,115	(7)		109,495
									(17,213	)(7)




	Stock based and other compensation		5,448			2,351						7,799




	Restructuring expenses		3,018			—						3,018

			221,526			146,590			30,799			398,915

Operating income			17,930			31,240			(30,799	)		18,371




Interest expense			(5,029	)		(273	)		(6,000	)(8)		(6,273	)
									5,029	(8)




Interest expense — Dividends and accretion of series A preferred			—			(4,479	)		4,479	(8)		—




Other income (expense)			345			(34	)					311

Income before income tax expense			13,246			26,454			(27,291	)		12,409




Income tax expense			(5,325	)		(11,730	)		12,066	(12)		(4,989	)

Net income (loss)		$	7,921		$	14,724		$	(15,225	)	$	7,420

Basic net income (loss) per common share		$	0.40								$	0.28

Diluted net income (loss) per common share		$	0.39								$	0.27

Basic weighted-average common shares outstanding			19,982,635						6,739,127			26,537,532

									(184,230	)(10)




Diluted weighted-average common shares outstanding			20,093,617						7,560,515			27,469,902

									(184,230	)(10)

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

USA MOBILITY, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2003

(in thousands, except share and per share amounts)


			Arch			Metrocall			Pro Forma			USA Mobility
			(Historical)			(Pro Forma)			Adjustments			Pro Forma

Revenues			$	597,478		$	417,940					$	1,015,418
OPERATING EXPENSES




	Cost of products sold			5,580			9,465						15,045




	Service, rent and maintenance			192,159			132,042						324,201




	Selling and marketing			45,639			45,953						91,592




	General and administrative			166,167			112,736		$	(600	)(11)		278,303




	Depreciation and amortization			118,917			41,188			104,459	(7)		223,376
										(41,188	)(7)




	Stock based and other compensation			11,420			1,725						13,145




	Restructuring expenses			11,481			7,907						19,388

				551,363			351,016			62,671			965,050

Operating income				46,115			66,924			(62,671	)		50,368




Interest expense				(19,788	)		(4,944	)		(12,000	)(8)		(13,461	)
										23,271	(8)




Interest expense — Dividends and accretion of series A preferred				—			(12,428	)		12,428	(8)		—




Interest income				551			—						551




Other income (expense)				516			286						802

Income before reorganization items, net				27,394			49,838			(38,972	)		38,260




Reorganization items, net				(425	)		—						(425	)

Income before income tax expense				26,969			49,838			(38,972	)		37,835




Income tax expense				(10,841	)		(26,140	)		21,771	(12)		(15,210	)

		Net income (loss)	$	16,128		$	23,698		$	(17,201	)	$	22,625

Basic net income (loss) per common share			$	0.81								$	0.85

Diluted net income (loss) per common share			$	0.81								$	0.83

Basic weighted-average common shares outstanding				20,000,000						6,739,127			26,554,897

										(184,230	)(10)




Diluted weighted-average common shares outstanding				20,034,476						7,560,515			27,410,761

										(184,230	)(10)

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

NOTES TO UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS


(1)	To record the issuance of 7,560,515 shares of $0.0001 par value USA Mobility common stock valued at $28.68 per share and $150 million of debt in exchange for all of the outstanding common stock and stock equivalents of Metrocall Holdings, Inc. The per share price was calculated by taking the average of the closing stock price of Arch common stock for the seven day period beginning three days before and ending three days after March 29, 2004, the date the merger was publicly announced. The value of Arch common stock was utilized in the purchase price calculation since Arch was deemed the “accounting acquirer”, its exchange ratio is 1 to 1 and it carries similar transfer restrictions to those of USA Mobility common stock. The amount of debt that will be incurred to finance the cash election is undetermined at this time, but may be as much as $150 million depending on the available cash on hand of Arch and Metrocall at the time of the closing of the merger.

	The provisions of SFAS No. 141 require the purchase price to be allocated to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values as of the consummation date. The allocation below is based on management estimates. The actual allocation may differ significantly from the pro forma amounts included below. The preliminary calculation of the purchase price, excess of purchase price over the fair value of identifiable assets acquired and the allocation of purchase price are as follows (in thousands):






Consideration Exchanged:




	Fair value of shares issued to Metrocall stockholders — 7,560,515 shares at $28.68 per share)	$	216,868




	Cash election payments		150,000




	Transaction costs		10,000	(a)




Liabilities Assumed:




	Capital leases and other long-term obligations		354




	Accounts payable		7,978




	Accrued expenses		22,968




	Customer deposits and deferred revenue		14,005




	Other liabilities		3,780

Total purchase price			425,953




Less estimated fair value of identifiable assets acquired:




	Cash and cash equivalents		26,659




	Accounts receivable, net		21,984




	Prepaid expenses and other current assets		3,761




	Property and equipment		91,997	(b)




	Other assets		5,003




	Intangible assets		276,549	(c)

		$	425,953

Excess of purchase price over the estimated fair value of identifiable assets		$	—


	(a)	Primarily includes investment banking, legal, accounting and other costs, which are currently known or have been incurred. This amount may increase as additional legal, accounting, printing, financing and other costs are incurred.


	(b)	The fair value of property and equipment has been estimated by management based upon historical book values and the results of valuations, adjusted by management to reflect the passage of time since the valuation was prepared, performed for the purposes of Metrocall’s fresh-start accounting and its purchase of the WebLink assets. Management believes the amounts approximate fair value,


		however they are preliminary and may change upon preparation of the third-party valuation that will be utilized in the final purchase price allocation.


	(c)	Intangible assets consist primarily of assets related to customer relationships of approximately $220,000, FCC licenses of $2,300 and goodwill of $54,249. Assets representing customer relationships and FCC licenses will be amortized over their expected useful lives of 3 and 5 years respectively. Goodwill will not be amortized. The estimated fair value of customer relationships was based upon preliminary studies undertaken by management. The estimated fair value of FCC licenses was based on recent valuations and other studies recently performed. The estimated value allocated to goodwill was based on the residual of the preliminary purchase price over the preliminary fair values of the other identifiable tangible and intangible assets.

		If it is later determined that the fair values of property and equipment, customer relationships or FCC licenses is less than included above or the consideration exchanged is less than determined above or other intangible assets are identified, the purchase price allocations could be significantly different than stated above and any such difference could result in higher or lower amortization expense than what is reflected on the pro forma statements of operations (see note 7). Further, if the purchase price exceeds the fair value of the identifiable tangible and intangible assets, any such excess will be classified as excess of purchase price over the fair value of the identifiable tangible and intangible assets and that balance would not be amortizable, which may result in less amortization expense in future periods.


(2)	To writeoff Metrocall intangible and deferred income tax balances.

(3)	To eliminate the common stock, additional paid-in capital and retained earnings balances of Metrocall as follows:







Common stock	$	56




Additional paid-in capital	$	85,012





Metrocall retained earnings at June 30, 2004	$	27,747




Less: write-off of intangibles and deferred tax assets		(50,496	)

Adjustment to eliminate remaining retained earnings	$	(22,749	)


(4)	To record the deferred tax liability and the associated intangible asset resulting from the excess of purchase price over tax bases of the net assets acquired. As discussed above, the purchase price calculation and allocation are preliminary. SFAS No. 109, Accounting for Income Taxes, requires a deferred tax liability be recorded if the fair value of the net assets acquired exceeds the tax bases of those assets excluding any fair value allocated to goodwill (excess of purchase price over the fair value of identified assets). The amount recorded assumes the identifiable intangible assets referred to in note 1 are not goodwill and are amortizable for tax purposes. If it is later determined that the allocation of purchase price results in less intangibles and the recognition of goodwill or if the identified intangibles are not amortizable for tax purposes, that balance of the assets would be reduced or removed from the deferred tax assessment and would likely result in the recording of a lower deferred tax liability.

(5)	To record a restructuring charge in accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, related to severance expense for certain Arch management personnel.

(6)	To eliminate Arch treasury stock that will be canceled as a result of the merger transaction.

(7)	To remove depreciation and amortization expense related to the Metrocall tangible and intangible assets and to record depreciation and amortization expense for the tangible and intangible assets referred to above on a straight-line basis. Depreciation and amortization expense was calculated assuming a three-year average estimated useful life for customer relationships and a five-year estimated useful life for FCC licenses. The three-year estimated useful life assumed to calculate the amortization expense reflected in the pro forma statements of operations for the customer relationship asset is consistent with current practices of both Arch and Metrocall, however, the underlying characteristics of the customer relationship asset may differ from past experience which may result in a longer or shorter estimated useful life. The estimated useful life assigned to FCC licenses is consistent with Arch’s historical accounting policy. As discussed


	above, the amount, classification and estimated useful lives of the tangible and intangible assets are preliminary and based on management estimates. If any of these estimates change, the amount of depreciation and amortization expense could change materially.

(8)	To remove the historical Arch and Metrocall interest expenses associated with notes and preferred stock since the merger agreement requires both companies to fully redeem all of their debt prior to consummation of the merger and to record interest expense associated with the borrowings to finance the Metrocall cash election consideration. Interest expense was calculated using an assumed 8% rate on $150 million of borrowings resulting in $12 million and $6 million for the year ended December 31, 2003 and the six months ended June 30, 2004, respectively.


	Interest expense on these borrowings would be as follows if interest rates were to increase or decrease by 1/8 of a percent (in thousands):


			Six Months
	Year Ended		Ended
	December 31,		June 30,
Assumed Change In Rate	2003		2004





Increase of 1/8%	$	12,188	$	6,094




Decrease of 1/8%	$	11,813	$	5,906


	(9)	Arch has a long-term incentive plan for which compensation expense is recognized ratably over a 38 month service period which commenced on January 1, 2003. At June 30, 2004, other long-term liabilities includes $5.8 million related to this plan which represents the obligations due to plan participants as of the balance sheet date. In the event there is a “change in control” of Arch, as defined in the plan document, vesting would accelerate and result in an additional liability of $6.4 million. The board of directors of Arch and Metrocall have determined the merger does not constitute a change in control of Arch, therefore this additional amount has not been reflected in these pro forma financial statements. The liability at June 30, 2004 was valued at $27.94 per share, determined in accordance with the plan. The incentive payable in accordance with this plan is directly attributable to the performance of Arch’s common stock. An increase or decrease of one dollar in the per share price of Arch’s common stock will result in increases or decreases of up to $437,000 for each dollar fluctuation in the total amount payable in accordance with this plan.


(10)	To reduce the outstanding number of shares by 184,230 shares of Arch stock not contemplated to be exchanged by the merger agreement.

(11)	To eliminate legal, accounting and other expenses directly related to the merger incurred and expensed by Metrocall. Metrocall expensed these costs since Arch has been deemed the accounting acquirer.

(12)	To adjust income tax expense to the anticipated effective rate of approximately 40%.

METROCALL HOLDINGS, INC. — WEBLINK ACQUIRED ASSETS

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

STATEMENT OF OPERATIONS

On November 18, 2003, Metrocall acquired certain assets and assumed certain of the liabilities of WebLink Wireless, Inc. and certain of its subsidiaries (“the WebLink Acquired Assets”) pursuant to an Asset Purchase Agreement. Metrocall and WebLink have also entered into a Management and Spectrum Lease Agreement under which WebLink will provide certain services and lease to Metrocall the spectrum usage rights granted under FCC licenses pending the FCC’s approval of the transfer of such licenses to Metrocall. Please refer to Metrocall’s Annual Report on Form 10-K for the year ended December 31, 2003 for additional information, which is incorporated herein by reference.

The following unaudited pro forma condensed consolidated statement of operations has been prepared to give effect to Metrocall’s acquisition of the WebLink Acquired Assets as if the transaction occurred on January 1, 2003, the beginning of Metrocall’s fiscal year. These pro forma financial statements do not purport to be indicative of the consolidated results of operations for future periods or the results that actually would have been realized had the acquired assets been consolidated during the specified period. A pro forma condensed consolidated balance sheet has not been presented as the WebLink Acquired Assets were included in Metrocall’s historical consolidated balance sheet as of June 30, 2004. Please refer to Amendment No. 1 to Metrocall’s Quarterly Report on Form 10-Q for the six months ended June 30, 2004, which is incorporated herein by reference.

To prepare the pro forma statement of operations, Metrocall’s statement of operations for the year ended December 31, 2003, which included the results of operations of the WebLink Acquired Assets for the period November 18, 2003 to December 31, 2003, was combined with WebLink’s unaudited statements of operations for the period January 1, 2003 to April 22, 2003 and for the period April 23, 2003 to November 17, 2003.

The unaudited pro forma condensed consolidated statement of operations including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with the historical consolidated financial statements and the notes thereto of Metrocall which were previously reported in Metrocall’s Annual Report on Form 10-K for the year ended December 31, 2003, which is incorporated herein by reference.

METROCALL HOLDINGS, INC. — WEBLINK ACQUIRED ASSETS

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2003



						WebLink Acquired Assets

						January 1			April 23 to
			Metrocall			to April 22,			November 17,						Pro Forma			Metrocall
			Historical			2003			2003			Total			Adjustments			Pro Forma

Revenues			$	336,859		$	36,592		$	57,892		$	94,484		$	(13,403	)(1)	$	417,940
OPERATING EXPENSES




	Costs of good sold			4,804			2,056			2,605			4,661						9,465




	Service, rent and maintenance			94,098			18,968			32,379			51,347			(13,403	)(1)		132,042




	Selling and marketing			40,025			2,532			3,396			5,928						45,953




	General and administrative			93,663			7,668			11,405			19,073						112,736




	Restructuring expenses			6,842			337			728			1,065						7,907




	Stock-based compensation			1,725			—			—			—						1,725




	Depreciation and amortization			37,913			4,508			1,176			5,684			(2,409	)(2)		41,188

				279,070			36,069			51,689			87,758			(15,812	)		351,016

		Income from operations		57,789			523			6,203			6,726			2,409			66,924




Interest expense				(7,099	)		(865	)		(3,511	)		(4,376	)		2,155	(3)		(4,944	)
																4,376




Interest expense dividends and accretion of series A preferred				(12,428	)		—			—			—						(12,428	)




Loss on early extinguishment of debt				—			—			(8,214	)		(8,214	)		8,214	(4)		—




Interest and other income (expense)				463			106			(283	)		(177	)					286

Income (loss) before income taxes				38,725			(236	)		(5,805	)		(6,041	)		17,154			49,838




Income tax provision				(21,754	)		—			—						(4,386	)(5)		(26,140	)

		Net income (loss)	$	16,971		$	(236	)	$	(5,805	)	$	(6,041	)	$	12,768		$	23,698

The accompanying notes are an integral part of this unaudited pro forma condensed consolidated statement of operations.

METROCALL HOLDINGS, INC. — WEBLINK ACQUIRED ASSETS

NOTES TO THE UNAUDITED PRO FORMA STATEMENT OF OPERATIONS

(Dollars in thousands)


(1)	Represents the elimination of revenues recorded by WebLink and expenses incurred by Metrocall for airtime services provided to Metrocall by WebLink under various operating arrangements.

(2)	Represents the adjustment required to reduce WebLink’s historical depreciation and amortization expenses to the expense that Metrocall would have recognized for the period had the transaction occurred on January 1, 2003. Purchase consideration allocated to fixed assets are being depreciated over the average useful lives of the various fixed assets acquired consistent with Metrocall’s long-lived asset accounting policies. Amounts allocated to intangible assets with definite useful lives are being amortized over such useful lives estimated to be a 3 year period for customer contracts and a 5 year period for trademarks and names. Amounts allocated to intangible assets with an indefinite life such as FCC licenses are not amortized but tested for impairment on an annual basis or more frequently if changes in circumstances indicate that the asset might be impaired. Please refer to the notes to the consolidated financial statements included in Metrocall’s Annual Report on Form 10-K for the year ended December 31, 2003.

(3)	Represents the elimination of historical interest expenses of WebLink as no long-term debt was acquired in the transaction and the elimination of accretion related to accrued long-term engineering charges that had been reflected on Metrocall’s balance sheet as of the acquisition date. This obligation was eliminated as a result of the transaction.

(4)	Represents the elimination of historical losses on early extinguishment of debt of WebLink as no long-term debt was acquired in the transaction.

(5)	Represents additional income tax expense based on the results of the acquired assets for the period at Metrocall’s statutory tax rates.

METROCALL HOLDINGS INC 8-K/A