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XM Satellite Radio Holdings Inc. Announces Fourth Quarter and Full Year 2005 Results; XM to Exceed Nine Million Subscribers and Reach Cash Flow Break-

4 March 2006

XM Satellite Radio Holdings Inc. (Nasdaq: XMSR) today reported financial and operating results for the fourth quarter and full year ended December 31, 2005. XM reported sharply higher 2005 revenue, and the Company said it expected to report positive cash flow from operations in the fourth quarter of 2006.


(Logo: http://www.newscom.com/cgi-bin/prnh/20000724/XMSATLOGO )


"2005 was a significant growth year for XM in which we added more than 2.7 million net subscribers," said Hugh Panero, President and CEO of XM Satellite Radio. "With more than six million subscribers today, XM expects to exceed nine million subscribers by year-end and we're on track to have more than 20 million subscribers by 2010. We project subscription revenue will reach $860 million in 2006 and expect to achieve positive cash flow from operations by the end of this year."


Panero continued, "Last week, we reinforced XM's position as the premium content leader across all of radio with our announcement of the "Oprah & Friends" channel that will complement our music, talk and sports programming starting in September."


XM ended 2005 with 5,932,957 subscribers, an increase of 84 percent over 2004. Despite an intensely competitive marketplace in the fourth quarter, XM achieved net subscriber additions of 898,315. Later than expected activations from strong holiday sales brought the total to more than six million during the first week of January.


"XM achieved significant growth, added quality content and signed up important new automotive distribution partners in 2005," Panero said. "At the start of 2005, XM had 3.2 million subscribers and led the satellite radio competition by 2.1 million subscribers. Over the course of the year, XM increased that lead to 2.6 million subscribers."


Fourth Quarter and Full-Year Financial Results


For the fourth quarter of 2005, XM reported quarterly total revenue of $177 million, an increase of 113 percent over the $83.1 million total revenue reported in fourth quarter of 2004. XM's full year 2005 total revenue was $558.3 million, an increase of 128 percent over the $244.4 million total revenue recorded in 2004. These quarterly and annual increases in revenue were driven by our significant subscriber growth and increases in average revenue per subscriber in connection with our price increase implemented in the second quarter of 2005.


For the fourth quarter, subscriber acquisition cost (SAC), a component of cost per gross addition (CPGA) was $89 compared to $64 in the same period last year. CPGA in the fourth quarter was $141 compared to $104 in the same period last year. These increases were primarily due to higher marketing expenses to meet a one-time competitive event in the fourth quarter. For full year 2005, SAC was $64, a slight increase from $62 in 2004, and CPGA was $109, compared to $100 in 2004. In the first quarter of 2006, XM expects a more normalized market environment and projects that SAC and CPGA will decrease in 2006.


XM reported an EBITDA loss of ($199.4) million for the fourth quarter of 2005, including $25.3 million in de-leveraging charges, compared to an EBITDA loss of ($139.7) million for the fourth quarter of 2004, which included $41.6 million in de-leveraging charges. The full year EBITDA loss was ($434.3) million, including $27.6 million in de-leveraging charges, compared to a 2004 EBITDA loss of ($388.4) million which included $76.6 million of de-leveraging charges. The increased EBITDA loss primarily resulted from our increase in subscribers as well as the higher fourth quarter marketing expenses.


XM's net loss for the fourth quarter of 2005 was ($268.3) million as compared to a net loss of ($188.2) million in the fourth quarter of 2004. For the full year 2005, XM's net loss was ($666.7) million, compared to a net loss of ($642.4) million in 2004.


In 2005, we continued to strengthen XM's balance sheet by selected de-leveraging activities. Specifically, XM entered into agreements to exchange debt with carrying value of $80 million ($94 million accreted face value at maturity) for $41 million cash and 18.3 million common shares. This activity related to the retirement of 100 percent or $23 million face value of our 14% Senior Secured Notes due 2010, $15 million of our 12% Senior Secured Notes due 2010 and $56 million of our 10% Senior Secured Convertible Discount Notes due 2009. From these activities, we recognized de-leveraging charges of approximately $28 million while eliminating $45 million of future interest payments. In January 2006, XM exchanged $52 million aggregate of the 10% Senior Secured Convertible Discount Notes due 2009 for 17.1 million shares. The Company estimated that this transaction would release it from $21 million of interest payments over the next four years. XM will recognize approximately $18 million of de-leveraging charges in connection with this transaction in the first quarter of 2006.


XM ended the year with $711 million in cash and cash equivalents with additional capacity provided by our undrawn $135 million GM Facilities. XM will opportunistically continue to improve and reshape the balance sheet in 2006.


XM is the Premium Content Leader with an Unmatched Programming Lineup


The "Oprah & Friends" channel completes XM's programming plan to deliver the best in music, sports and talk to our customer base.


* Oprah & Friends: XM will launch the exclusive "Oprah & Friends" channel


this September. The channel will feature a broad range of original


programming including a weekly radio show hosted by Oprah Winfrey and


Gayle King. Other regular segments will be hosted by popular "Oprah"


personalities including Bob Greene, Dr. Mehmet Oz, Dr. Robin Smith,


Marianne Williamson, and Nate Berkus. The channel will be broadcast


from a new state-of-the-art XM studio at Harpo Studios in Chicago.


* Major League Baseball: XM's acclaimed coverage of Major League Baseball


gears up this month as pitchers and catchers report to spring training


in preparation for the 2006 season. XM's baseball coverage includes


live broadcasts of all 39 games of the inaugural World Baseball


Classic, plus live coverage of spring training games in Florida and


Arizona.


* Bob Dylan and more: Music legend Bob Dylan and hip-hop superstar


Ludacris are each hosting their own exclusive XM music show starting


this year. They join Tom Petty, Snoop Dogg, and Quincy Jones amongst


others to make XM's commercial-free music line-up even more appealing.


* Sports Talk: NASCAR champions Dale Earnhardt, Jr. and Jimmie Johnson


and Duke Basketball Coach Mike Krzyzewski, among others, have all


joined XM's sports radio talk line-up.


* Take Five: In 2005, XM debuted Take Five, a talk and lifestyle channel


focused on women. Take Five offers daily satellite radio broadcasts of


the "Ellen DeGeneres Show," the "Tyra Banks Show," the "Good Morning


America Radio Show," and also features content from the Food Network,


Home and Garden Television and the "Satellite Sisters."


* FOX News and Other Leading Talk Programming: XM offers the FOX News


Channel, the top-rated cable news network, as well as the recently


launched FOX News Talk radio channel, which features well known TV and


radio commentators from the FOX line-up. XM is also the exclusive


satellite radio home for Air America Radio, featuring Al Franken.


* NHL Hockey, World Cup Germany 2006 and College Sports: XM began


broadcasting NHL games this season and will become the NHL's exclusive


satellite radio broadcast partner for the 2007-8 season through a ten-


year agreement. This May, XM will broadcast the play-by-play of all 64


soccer matches of the 2006 FIFA(R) World Cup Germany in both English


and Spanish in cooperation with legendary sportscaster Andres Cantor.


We also recently expanded our college sports offering with BIG EAST


basketball and football broadcasts, adding to our existing ACC, PAC-10


and Big Ten broadcasts.


XM Introduces the First Integrated Portable XM Satellite Radio/MP3 Player


In January, at the Consumer Electronic Show in Las Vegas, XM unveiled the Pioneer Inno(TM) and Samsung Helix(TM). These products, smaller than a deck of cards, combine live XM and MP3, two of the most popular forms of audio entertainment over the past 20 years. Subscribers will be able to record XM favorites for enjoyment at their convenience -- similar to television recording capabilities -- plus purchase and download their own MP3 songs, and listen to their music anywhere and everywhere. These new products will begin shipping in March and be available in significant quantities during the second quarter.


Other key products for XM in 2006 will be the recently-introduced Audiovox XM Xpress, Delphi XM RoadyXT and the AGT Sportscaster plug-and-play radios as well as the XM Passport. The Passport is the first satellite radio "mini" tuner; a tiny, portable cartridge that delivers XM content to consumer electronic devices for the home, vehicle, and portable use via one subscription.


Nissan and Hyundai Join XM's Exclusive Factory-Installed OEM Partners, GM,


Honda and Toyota


In 2005, XM entered into exclusive arrangements for the distribution of factory-installed satellite radios in Nissan and Hyundai automobiles while our key OEM partners GM, Honda and Toyota expanded their distribution of vehicles with XM radios.


In 2006, XM expects to see solid growth in its OEM channel. General Motors expects to produce 1.55 million XM equipped vehicles during calendar 2006, up from 1.4 million in 2005. In September 2005, GM produced its 3 millionth XM- equipped vehicle. Honda announced in the fourth quarter of 2005 that it plans to factory install 550,000 XM radios in model year 2006, up from 400,000 in model year 2005. Toyota will expand XM availability and will launch its first factory-installed program later in 2006.


Most importantly, however, 2006 will be the staging year for more dramatic OEM growth in 2007, 2008 and beyond as Hyundai, Nissan and Toyota production expands. Hyundai plans to offer XM as a standard feature in its vehicles, with installations starting at the end of 2006. Nissan plans to produce more than 500,000 vehicles with XM factory installed during model year 2008 and more than one million vehicles during model year 2010. XM's OEM leadership position has been secured for the long term with the biggest and fastest growing car companies.


2005 XM Strategic Initiatives


* Canadian Satellite Radio (CSR) (Toronto: XSR.SV): XM owns 23% of CSR,


which launched service in November 2005 as XM Canada and completed its


initial public offering in December 2005. XM Canada's channels include


XM commercial-free music and extensive NHL hockey play-by-play coverage


(exclusive to XM beginning with the 2007-2008 season).


* WorldSpace (Nasdaq: WRSP): In July 2005, XM invested $25 million in


WorldSpace. WorldSpace provides satellite radio services in Asia,


Europe, the Middle East and Africa.


* WCS Wireless: In July 2005, XM entered into an agreement to acquire WCS


Wireless, a private entity with wireless spectrum licenses in


geographic areas covering 163 million people throughout the US,


including 15 of the top 20 metropolitan markets, for 5.5 million


shares. XM and WCS Wireless are awaiting necessary regulatory approvals


for license and ownership transfer.


About XM Satellite Radio


XM (Nasdaq: XMSR) is America's number one satellite radio company with more than 6 million subscribers. Broadcasting live daily from studios in Washington, DC, New York City, the Country Music Hall of Fame in Nashville, Toronto and Montreal, XM's 2006 lineup includes 160 digital channels of choice from coast to coast: the most commercial-free music, premier sports, talk, comedy, children's and entertainment programming; and the most advanced traffic and weather information.


XM, the leader in satellite-delivered entertainment and data services for the automobile market through partnerships with General Motors, Honda, Toyota, Hyundai, Nissan, Porsche, Suzuki, Subaru and Volkswagen/Audi, is available in more than 130 different vehicle models for 2006. XM's industry-leading products are available at consumer electronics retailers nationwide. For more information about XM hardware, programming and partnerships, please visit http://www.xmradio.com.


Factors that could cause actual results to differ materially from those in the forward-looking statements in this press release include demand for XM Satellite Radio's service, the Company's dependence on technology and third party vendors, its potential need for additional financing, as well as other risks described in XM Satellite Radio Holdings Inc.'s Form 10-Q filed with the Securities and Exchange Commission on 11-7-05. Copies of the filing are available upon request from XM Radio's Investor Relations Department.


XM SATELLITE RADIO HOLDINGS INC.


UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS


(In thousands Except Share and Per Share Amounts)


Three Months ended Twelve Months ended


December 31, December 31,


2005 2004 2005 2004


Revenue:


Subscription $ 156,251 $ 72,601 $502,612 $220,468


Activation 3,079 1,584 10,066 4,814


Merchandise 8,627 4,115 18,182 7,261


Net ad sales 7,283 4,026 20,103 8,485


Other 1,895 814 7,303 3,145


Total revenue 177,135 83,140 558,266 244,443


Operating expenses:


Cost of revenue:


(excludes depreciation &


amortization, shown below)


Revenue share &


royalties 27,889 13,896 93,874 50,676


Customer care &


billing 24,560 14,806 76,222 40,887


Cost of merchandise 22,267 5,897 40,707 11,557


Ad sales 3,644 2,017 10,058 6,165


Satellite &


terrestrial 11,353 8,067 42,355 35,922


Broadcast & operations:


Broadcast 4,707 2,949 16,609 10,832


Operations 6,851 3,808 24,460 13,192


Total broadcast &


operations 11,558 6,757 41,069 24,024


Programming &


content 30,551 9,735 101,008 32,704


Total cost of revenue 131,822 61,175 405,293 201,935


Research & development


(excludes depreciation


and amortization,


shown below) 10,248 3,929 31,218 23,513


General & administrative


(excludes depreciation


and amortization,


shown below) 13,213 8,728 43,864 28,555


Marketing (excludes


depreciation and


amortization,


shown below):


Retention & support 6,584 3,811 22,275 13,286


Subsidies &


distribution 113,852 58,318 264,719 165,704


Advertising &


marketing 66,703 36,429 163,312 88,076


Marketing 187,139 98,558 450,306 267,066


Amortization of


GM liability 9,313 9,313 37,250 37,250


Total marketing 196,452 107,871 487,556 304,316


Depreciation &


amortization 39,028 31,129 145,870 147,165


Total operating


expenses 390,763 212,832 1,113,801 705,484


Operating loss (213,628) (129,692) (555,535) (461,041)


Interest income 7,218 2,610 23,586 6,239


Interest expense (36,557) (19,404) (107,791) (85,757)


Loss from


de-leveraging


transactions (25,345) (41,614) (27,552) (76,621)


Other income 579 485 2,907 2,129


Net loss before


income taxes (267,733) (187,615) (664,385) (615,051)


Provision for


deferred income taxes (593) (586) (2,330) (27,317)


Net Loss (268,326) (188,201) (666,715) (642,368)


8.25% Series B and C


preferred stock


dividend requirement (2,149) (2,149) (8,597) (8,802)


Net Loss attributable


to common


stockholders $(270,425) $(190,350) $(675,312) $(651,170)


Basic and diluted


net loss per share: $(1.22) $(0.93) $(3.07) $(3.30)


Weighted average


shares used in


computing net loss


per share - basic and


diluted 221,929,446 205,179,558 219,620,468 197,317,607


Reconciliation of Net Loss to EBITDA:


Net loss as


reported $(268,326) $(188,201) $(666,715) $(642,368)


Add back


non-EBITDA items


included in net loss:


Interest income (7,218) (2,610) (23,586) (6,239)


Interest expense 36,557 19,404 107,791 85,757


Provision for


deferred income


taxes 593 586 2,330 27,317


Depreciation &


amortization 39,028 31,129 145,870 147,165


EBITDA $(199,366) $(139,692) $(434,310) $(388,368)


As of As of


SELECTED BALANCE SHEET DATA 12/31/2005 12/31/2004


(Unaudited)


Cash and cash equivalents $710,991 $717,867


Restricted investments 5,438 4,492


System under construction 216,527 329,355


Property and equipment, net 673,672 461,333


DARS license 141,276 141,227


Equity investments 187,403 -


Total assets 2,223,661 1,821,635


Total subscriber


deferred revenue 360,638 152,347


Long-term debt, net of


current portion 1,035,584 948,741


Total liabilities 2,412,713 1,485,472


Stockholders' equity 80,948 336,163


XM SATELLITE RADIO HOLDINGS INC.


Three Months ended Twelve Months ended


SELECTED OPERATING METRICS 12/31/2005 12/31/2004 12/31/2005 12/31/2004


(Unaudited)


EBITDA (in thousands) (1) $(199,366) $(139,692) $(434,310) $(388,368)


Subscriber Data:


Net Subscriber


Additions (2) 898,315 713,101 2,703,833 1,868,896


Aftermarket, OEM & Other


Subscribers (3) 5,409,066 2,800,501 5,409,066 2,800,501


Subscribers in OEM


Promotional Periods (4) 460,615 401,988 460,615 401,988


XM Activated Vehicles with


Rental Car Companies (5) 43,928 26,635 43,928 26,635


Data Services


Subscribers (6) 19,348 - 19,348 -


Total Ending Subscribers


(3) (4) (5) (6) (7) 5,932,957 3,229,124 5,932,957 3,229,124


Revenue Data (monthly average):


Subscription Revenue per


Aftermarket, OEM & Other


Subscriber $10.21 $9.20 $9.97 $9.26


Subscription Revenue per


Subscriber in OEM


Promotional Periods $5.84 $5.94 $5.79 $5.82


Subscription Revenue per XM


Activated Vehicle with


Rental Car Companies $9.64 $10.22 $9.88 $9.26


Subscription Revenue per


Subscriber of Data


Services $34.23 $- $34.23 $-


Average Monthly


Subscription Revenue per


Subscriber (ARPU) (8) $9.85 $8.74 $9.51 $8.68


Net Ad Revenue per


Subscriber (9) $0.46 $0.49 $0.38 $0.33


Activation, Equipment and


Other Revenue per


Subscriber $0.86 $0.75 $0.68 $0.58


Total Revenue per


Subscriber $11.17 $9.98 $10.57 $9.59


Expense Data:


Subscriber Acquisition


Costs (SAC) (10) $89 $64 $64 $62


Cost Per Gross Addition


(CPGA) (11) $141 $104 $109 $100


(1) Net loss before interest income, interest expense, income taxes,


depreciation and amortization is commonly referred to in our business


as "EBITDA." EBITDA is not a measure of financial performance under


generally accepted accounting principles. Consistent with regulatory


requirements, EBITDA includes Loss from de-leveraging transactions


and Other income. We believe EBITDA is often a useful measure of a


company's operating performance and is a significant basis used by


our management to measure the operating performance of our business.


Because we have funded and completed the build-out of our system


through the raising and expenditure of large amounts of capital, our


results of operations reflect significant charges for depreciation,


amortization and interest expense. EBITDA, which excludes this


information, provides helpful information about the operating


performance of our business, apart from the expenses associated with


our physical plant or capital structure. EBITDA is frequently used as


one of the bases for comparing businesses in our industry, although


our measure of EBITDA may not be comparable to similarly titled


measures of other companies. EBITDA does not purport to represent


operating loss or cash flow from operating activities, as those terms


are defined under generally accepted accounting principles, and


should not be considered as an alternative to those measurements as


an indicator of our performance.


(2) Total net subscriber additions for the three months ended December


31, 2005, include 782,420 retail (includes data services), 114,084


OEM, and 1,811 rental car net additions.


(3) Ending subscribers at December 31, 2005 include 1,127,350 family plan


subscriptions at a multi-unit rate of $6.99 per radio per month.


(4) OEM Promotional Subscribers are subscribers who have either a portion


or their entire subscription fee paid for by an OEM for a fixed


period following the initial purchase or lease of the vehicle.


Currently, at the time of sale, vehicle owners generally receive a 3-


month trial subscription. XM generally receives two months of the 3-


month trial subscription from the vehicle manufacturer. The automated


activation program provides activated XM radios on dealer lots for


test drives. GM and Honda generally indicate the inclusion of 3


months free of XM service on the window sticker of XM-enabled


vehicles. We measure the success of these programs based on the


percentage that elect to continue to receive the XM service and


convert to self-paying subscribers after the initial promotion


period-we refer to this as the "conversion rate". The conversion rate


for the quarter ended December 31, 2005 is 54 percent and reflects


the auto activation program, with all XM-enabled vehicles activated


for the promotional period.


(5) Rental car activity commenced in late June 2003. At December 31,


2005, there were 43,928 XM subscriptions in rental vehicles. For the


initial Model Year 2003 XM-enabled rental vehicles, XM receives


payments based on the use of the service. Customers are charged $2.99


per day per vehicle for use of the XM service, on which XM receives


a revenue share. For subsequent Model Year 2004 and later vehicles,


XM receives $10 per subscription per month.


(6) Data Services Subscribers are those subscribers that are receiving


services that include stand-alone XM WX Satellite Weather service and


stand-alone XM Radio Online service. Stand-alone XM WX Satellite


Weather service packages range in price from $29.99 to $99.99 per


month. Stand-alone XM Radio Online service is $7.99 per month.


(7) Subscribers are those who are receiving and have agreed to pay for


our satellite audio service and/or data services, either by credit


card or by invoice, including those who are currently in promotional


periods paid in part by vehicle manufacturers, as well as XM


activated radios in vehicles for which we have a contractual right to


receive payment for the use of our satellite audio service and/or


data services. Radios that are revenue generating are counted


individually as subscribers. Promotional periods generally include


the period of trial service plus 30 days for the receipt and


processing of payments.


(8) Subscription Revenue includes monthly subscription revenues for our


satellite audio service and data services, net of any promotions or


discounts.


(9) Net Ad Sales Revenue includes sales of advertisements and program


sponsorships on the XM network net of agency commissions.


(10) SAC is a subset of total CPGA and includes radio manufacturer


subsidies, certain sales, activation and installation commissions,


and hardware-related promotions. These costs are reported in


subsidies & distribution. SAC also includes the negative margin on


equipment sales. These expenses are divided by the appropriate per


unit gross additions, or units manufactured.


(11) CPGA includes all costs in SAC, as well as advertising and marketing


expenses, divided by gross additions for the period.

Source: prnewswire



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