TIDMRMG 
 
 


RAMBLER MEDIA LIMITED AUDITED FINANCIAL RESULTS FOR THE 12 MONTHS ENDED 31 DECEMBER 2008

 


Revenue up 59% year-on-year to US$110.0 million (2007, US$69.1 million)

 


112% year-on-year growth in EBITDA to US$16.1 million (2007, US$7.6 million)

 


First year of positive net profit from continuing operations

 


Rambler Media Ltd. ("Rambler" , the "Company" or the "Group"), operating one of Russia's most popular internet brands, today announces its consolidated financial results in accordance with International Financial Reporting Standards (IFRS) for the twelve months ended 31 December 2008. The following information has been audited by PricewaterhouseCoopers CI LLP.

 


FINANCIAL HIGHLIGHTS

 
 
    -- 59% year-on-year growth in consolidated revenue to US$110.0 million(2007, 


US$69.1 million)

 
 
    -- 89% year-on-year growth in consolidated contextual revenue to US$47.0 


million(2007, US$24.9 million)

 
 
    -- 49% year-on-year growth in display / banner advertising to US$49.5 


million(2007, US$33.3 million) despite marked slow down in Q4
2008

 
 
    -- 112% year-on-year growth in consolidated EBITDA to US$16.1 million(2007, 


US$7.6 million) with EBITDA margin of 14.7% (2007, 11%). Adverse
macroeconomic conditions in Q4 2008, which is usually the strongest
quarter in the year, halted the progress that the Company had
demonstrated in the previous five quarters

 
 
    -- Consolidated net profit after interest and tax of US$3.3 million 


(2007, US$5.7 million profit including net gain of US$7.1 million from
disposal of TV operation). First year of positive net profit from
continuing operations

 
    -- Significant cost saving measures initiated in Q4 2008, including 


headcount reduction from 730 employees as at 31 October 2008 down to
660 employees at 31 December 2008 with further cost reductions planned
for 2009

 
    -- US$15.8 million cash generated from operations (2007, US$12.0 million) 
 
    -- Strong balance sheet with cash position of US$29.0 million including 


US$4.1 million in Begun and zero debt at 31 December 2008

 


Chairperson's Statement

 


"Rambler Media entered 2008 with an ambitious programme to launch new services and partnerships in order to benefit from the growth in online advertising market in Russia. In spite of the difficult economic conditions which have undoubtedly affected ad markets towards the end of the year, 2008 will remain a historic year for Rambler's underlying business, with record revenue and profitability levels and for the first time a positive annual net profit from continuing operations. According to recently published market statistics1, the Russian internet advertising market grew 55% in 2008. Rambler's sales grew almost 60% in the same period, therefore beating the performance of the market and demonstrating that successful change is underway.

 


"However, the global credit crisis and its effect on the market outlook have continued to worsen in 2009. These factors together with a general lack of liquidity on AIM have contributed to the company's share price falling to an all time low. New market realities require a necessity to implement the Group's strategy for growth with even more determination and focus on effective cost management going forward.

 


"In March 2009, we announced the appointment of new Board directors. I am honored to have joined Rambler at this challenging time. Important initiatives have already been implemented to aggressively manage the Group's costs and position Rambler stronger as advertisers will allocate more of their spending on the internet in Russia. Our priorities through the year will be to further enhance Rambler's position as one of Russia's favourite internet destinations for media and entertainment and attract the greatest number of visitors to our sites.

 


"We continue to believe in the long-term opportunities that the internet offers in Russia and we are confident that Rambler is well positioned to weather the downturn and maintain its status as one of the leading internet brands in Russia.

 


"On behalf of Rambler Media's Board of Directors, I would like to thank all shareholders for their continued support and all employees for their hard work and dedication."

 


Julia Solovieva,Chairperson

 


(1) Source: Mindshare Interaction, Feb 2009

 


Rambler User Statistics

 
 
    -- Unique number of visitors to rambler.ru up 28% year-on-year to 38 


million per month on average in the year (2007, 29.6 million). Rambler
reached a peak of 45 million unique visitors in December

 
    -- Average monthly page views reached 2.7 billion during 2008, up 16% 


from 2007.

 
    -- Total number of registered email accounts reached 48.6 million, up 60% 


year-on-year, with over 15 million active accounts.

 


Russian Internet / Advertising Market

 


(source:MindShare Interaction)

 
 
    -- Total Russian online advertising market reached around US$590 million 


(RUR14.7 billion) in 2008, thus growing 55% from 2007 and accounting
for around 5% of the total Russian advertising market.

 
    -- Russian Internet display advertising up 45% year-on-year in 2008 to 


US$233 million (RUR 5.8 billion) and accounted for 40% of total online
ad spending

 
    -- Russian Contextual advertising up 61% year-on-year in 2008 to US$358 


million (RUR 8.9 billion) and accounted for 60% of total online ad
spending

 


Financial Review

 


"I joined Rambler's management team as CFO in October 2008. I have been a dedicated Rambler user since 1997 and for me, the chance to participate in the sustainable growth of Rambler, one of Russia's leading brands in the internet space, has been extremely gratifying.

 


In 2008, Rambler reported major improvements in its financial results. Revenue was up nearly 60% year-on-year and the Group generated healthy cash flows. The noticeable slowdown which affected the advertising market in Russia in Q4 2008 had a negative impact on EBITDA and temporarily held back our progress. Nonetheless, the EBITDA margin for the full year 2008 was considerably higher than in 2007.

 


In 2009, we are facing new global uncertainties and more adverse market conditions. The recent slowdown in the market is likely to continue and has prompted us to implement cost reductions across our operations and expenses with heightened financial discipline. We have introduced a 'Profit and Loss approach' to project management when developing new products, thus ensuring that responsibility is taken across the organisation both for top-line and bottom-line results. These elements have been introduced as part of Rambler's renewed focus on media and entertainment core strategy. A number of projects that do not appear to be effective or consume too much resource are under review and we will reallocate those resources to more promising products. These measures will continue to be implemented as we seek to aggressively control our cost base so as to continue the year-on-year progress in profitability that Rambler has been making.

 


It is important to note that the continuing weakening of the Ruble/US$ exchange rate will have an impact on the Group's reported US$ results in 2009. However, our activities are conducted primarily in Roubles and we expect our full year Rouble results to remain at similar levels in 2009 compared to 2008. Rambler's websites remain among the most popular in Russia with around 45 million unique monthly visitors in December. We intend to continue to generate free cash flow from operations in 2009 and to use our strong cash position during the economic downturn as an opportunity to participate in market consolidation.

 


We are confident that, of all media channels, the internet will be best placed to withstand these difficult conditions as it presents advertisers with cost effective and highly targeted ways to reach a premium Russian audience. There is ample room for internet to increase its share of the total advertising market in Russia, which currently stands at only around 5% of 'ad pie' even though Russia constitutes one of the largest internet communities in Europe".

 


Nikita Serguienko, Chief Financial Officer

 


FINANCIAL SUMMARY

 
(US$ '000s)                                        Jan-Dec   Jan - Dec 
                                                   2008      2007 
Group Revenue                                      110,033   69,083 
Rambler Media excl. Begun                          77,948    54,162 
Begun's partner network                            32,085    14,921 
Investment income                                  106       902 
Total revenue and investment income                110,139   69,985 
EBITDA*                                            16,150    7,631 
EBITDA margin**                                    14.7%     11.0% 
Operating profit                                   3,804     940 
Net profit attributable to equity                  3,570     6,080 
holders of the Group 
Net gain from disposal of subsidiaries             589       - 
(included in net profit  above) 
Net gain from disposal of subsidiaries             -         7,089 
classified as discontinued  operations 
Earnings / (loss) per share from continuing        0.232     (0.066) 
operations - basic  (US$ per share) 
Earnings / (loss) per share from continuing        0.232     (0.066) 
operations - diluted  (US$ per share) 
Earnings per share from discontinued               -         0.461 
operations - basic (US$ per  share) 
Earnings per share from discontinued operations    -         0.460 
- diluted (US$ per  share) 
 
 


* Earnings before interest, tax, depreciation and amortisation** Total EBITDA divided by total revenue.

 


The results for the 12 months ended 31 December 2008 are as follows:

 
(US$ '000s)                         Total 
Total revenue                       110,033 
Operating expenses and overheads    (101,337) 
                                    8,696 
Investment income                   106 
Share of profit of an associate     663 
Depreciation and amortisation       6,685 
EBITDA                              16,150 
 
 


*EBITDA includes US$2,009,000 provision for potential tax related charges, US$2,671,000 foreign currency translation gain and US$78,000 relating to share options costs, and excludes non-recurring impairment charge of US$5,661,000

 


The results for the 12 months ended 31 December 2007 are as follows:

 
(US$ '000s)                         Total 
Total revenue                       69,083 
Operating expenses and overheads    (67,524) 
                                    1,559 
Investment income                   902 
Depreciation and amortisation       5,170 
EBITDA                              7,631 
 
 


*EBITDA includes US$2,826,000 provision for potential tax related charges, US$1,808,000 foreign currency translation loss and US$134,000 relating to share options costs, and excludes non-recurring goodwill impairment charge of US$1,521,000

 


OTHER INFORMATION

 


The financial statements should be read in conjunction with the notes in Rambler Media's 2008 annual report, which was published today, 21 April 2008, and is available on www.ramblermedia.com.

 


The Group will host a conference call to present the results at 1 pm London Time (4 pm Moscow Time) today (21 April 2009). The results statement and the annual report are available on Rambler Media's website at www.ramblermedia.com.

 


To participate in the conference call, please register online at:

 


www.sharedvalue.net/ramblermedia/fy2008.

 


The number for the conference call will be made available upon registration.

 


***

 


For further information, please visit www.ramblermedia.com or contact:

 
Rambler Media                Shared Value Limited 
Konstantin Vorontsov         Nicolas Duperrier 
Marina Anisimova             Tel. +44 (0) 20 7321 5010 
Tel. +7 495 745 3619         rambler@sharedvalue.net 
info@ramblermedia.com 
ING Wholesale Banking 
Daniel Friedman 
Tel. +44 (0) 20 7767 1000 
 
 


ABOUT RAMBLER MEDIA

 


Rambler Media is an internet media and services group which operates or has interests in leading Russian language internet brands including the Russian open portal 'Rambler.ru', on-line newspaper 'Lenta.ru', product comparison website 'Price.ru', internet catalogue and navigation system 'Top 100' and contextual advertising company 'Begun'. Rambler Media's shares are traded on AIM, the junior market of the London Stock Exchange under the symbol 'RMG'.

 


For more information on Rambler Media, visit our corporate website at www.ramblermedia.com.

 


Certain statements within this announcement constitute forward-looking statements. Such forward-looking statements involve risks and other factors which may cause the actual results, achievements or performance of the Group to be materially different from any future results, achievements or performance expressed or implied by such forward-looking statements. Such risks and other factors include, but are not limited to, general economic and business conditions, changes in government regulations, and court interpretations of such regulations, currency fluctuations (including the US$/Rbs rate), competition, and changes in development plans. There can be no assurance that the results and events contemplated by the forward-looking statements contained in this announcement will, in fact, occur. Any forward-looking statements made in this announcement represent management's best judgment as to what may occur in the future and are correct only as at the date of this announcement. The Group will not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances occurring after the date of this announcement except as required by applicable law or by any applicable regulatory authority.

 


Rambler Media Limited, Condensed consolidated full-yearly financial information, 31 December 2008

 
Contents 
                                               Page 
Annual management report                       7 
Balance sheet                                  14 
Income statement                               15 
Cash flow statement                            16 
Statement of changes in equity                 17 
Statement of directors' responsibilities       18 
Auditors' report                               19 
 
 


Annual management report

 


Rambler Media is an internet media and services group which operates or has interests in leading Russian language internet brands including the Russian open portal 'Rambler.ru', on-line newspaper 'Lenta.ru', product comparison website 'Price.ru', internet catalogue and navigation system 'Top 100' and contextual advertising company 'Begun'. Rambler Media's shares are traded on AIM, the junior market of the London Stock Exchange under the symbol 'RMG'.

 


1.Highlights

 
 
    -- 59% year-on-year growth in consolidated revenue to US$110.0 million 


(2007, US$69.1 million)

 
    -- 89% year-on-year growth in consolidated contextual revenue to US$47.0 


million (2007, US$24.9 million)

 
    -- 49% year-on-year growth in display / banner advertising to US$49.5 


million (2007, US$33.3 million) despite marked slow down in Q4 2008

 
    -- 112% year-on-year growth in consolidated EBITDA to US$16.1 million 


(2007, US$7.6 million) with EBITDA margin of 14.7% (2007, 11%).
Adverse macroeconomic conditions in Q4 2008, which is usually the
strongest quarter in the year, halted the progress that the Company
had demonstrated in the previous five quarters

 
    -- Consolidated net profit after interest and tax of US$3.3 million 


(2007, US$5.7 million profit including net gain of US$7.1 million from
disposal of TV operation). First year of positive net profit from
continuing operations

 
    -- Significant cost saving measures initiated in Q4 2008, including 


headcount reduction from 730 employees as at 31 October 2008 down to
660 employees at 31 December 2008 with further cost reductions planned
for 2009

 
    -- US$15.8 million cash generated from operations (2007, US$12.0 million) 
 
    -- Strong balance sheet with cash position of US$29.0 million including 


US$4.1 million in Begun and zero debt at 31 December 2008

 


2. Key Statistics

 


Rambler User Statistics

 
 
    -- Unique number of visitors to rambler.ru up 28% year-on-year to 38 


million per month on average in the year (2007, 29.6 million). Rambler
reached a peak of 45 million unique visitors in December

 
    -- Average monthly page views reached 2.7 billion during 2008, up 16% 


from 2007.

 
    -- Total number of registered email accounts reached 48.6 million, up 60% 


year-on-year, with over 15 million active accounts.

 


Russian Internet / Advertising Market (source: MindShare Interaction)

 
 
    -- Total Russian online advertising market reached around US$590 million 


(RUR14.7 billion) in 2008, thus growing 55% from 2007 and accounting
for around 5% of the total Russian advertising market.

 
    -- Russian Internet display advertising up 45% year-on-year in 2008 to 


US$233 million (RUR 5.8 billion) and accounted for 40% of total online
ad spending

 
    -- Russian Contextual advertising up 61% year-on-year in 2008 to US$358 


million (RUR 8.9 billion) and accounted for 60% of total online ad
spending

 


3. Performance

 


3.1. Financial Summary

 
(US$ '000s)                                       Jan-Dec   Jan - Dec 
                                                  2008      2007 
Group Revenue                                     110,033   69,083 
Rambler Media excl. Begun                         77,948    54,162 
Begun's partner network                           32,085    14,921 
Investment income                                 106       902 
Total revenue and investment income               110,139   69,985 
EBITDA*                                           16,150    7,631 
EBITDA margin**                                   14.7%     11.0% 
Operating profit                                  3,804     940 
Net profit attributable to equity                 3,570     6,080 
holders of the Group 
Net gain from disposal of subsidiaries            589       - 
(included in net profit  above) 
Net gain from disposal of subsidiaries            -         7,089 
classified as discontinued  operations 
Earnings / (loss) per share from continuing       0.232     (0.066) 
operations - basic  (US$ per share) 
Earnings / (loss) per share from continuing       0.232     (0.066) 
operations - diluted  (US$ per share) 
Earnings per share from discontinued              -         0.461 
operations - basic (US$ per  share) 
Earnings per share from discontinued operations   -         0.460 
- diluted (US$ per  share) 
 
 


* Earnings before interest, tax, depreciation and amortisation** Total EBITDA divided by total revenue.

 


The results for the 12 months ended 31 December 2008 are as follows:

 
(US$ '000s)                                         Total 
Total revenue                                       110,033 
Operating expenses and overheads                    (101,337) 
                                                    8,696 
Investment incomeShare of profit of an associate    106 
                                                    663 
Depreciation and amortisation                       6,685 
EBITDA                                              16,150 
 
 


*EBITDA includes US$2,009,000 provision for potential tax related charges, US$2,671,000 foreign currency translation gain and US$78,000 relating to share options costs, and excludes non-recurring impairment charge of US$5,661,000

 


The results for the 12 months ended 31 December 2007 are as follows:

 
(US$ '000s)                         Total 
Total revenue                       69,083 
Operating expenses and overheads    (67,524) 
                                    1,559 
Investment income                   902 
Depreciation and amortisation       5,170 
EBITDA                              7,631 
 
 


*EBITDA includes US$2,826,000 provision for potential tax related charges, US$1,808,000 foreign currency translation loss and US$134,000 relating to share options costs, and excludes non-recurring goodwill impairment charge of US$1,521,000

 


3.2. The Group's financial review

 


3.2.1 Revenue

 


Group revenue for the twelve months to 31 December 2008 increased by 59% year-on-year to reach US$110.0 million (2007, US$69.1 million), including US$32.1 million (2007, US$14.9 million) from Begun's partner network. Begun partner network revenue is part of consolidated contextual revenue.

 


Display / banner advertising revenue grew by 49% to US$49.5 million (2007, US$33.3 million), representing 45% of the Group's total revenue. Most of display advertising on Rambler's pages is sold through Video International Group's IMHO VI.

 


Contextual revenue, generated through the sale of search-related or text-based advertising on Rambler's and Begun's partner sites, was up 89% to US$47.0 million in 2008 (2007, US$24.9 million), representing 43% of the Group's total revenue.

 


Other revenues attributable mainly to listing fees (Price comparison) and mobile revenues (SMS) amounted to US$13.6 million (2007, US$10.9 million), representing 12% of the Group's total revenue.

 


3.2.2. EBITDA

 


During 2008, the Group's consolidated EBITDA increased by 112% to US$16.1 million (2007, US$7.6 million). New initiatives were implemented by Rambler to accelerate top-line revenue growth, including the reinforcement of Rambler's strategic partnership with IMHO VI which resulted in successful increases in display advertising sales on Rambler's web properties.

 


During the fourth quarter of the year, which is usually the strongest, Rambler experienced a 5% year-on-year decline in sales due to a sharp decline in market activity. The slowdown had a negative impact on EBITDA and halted the progress that the company had made in the previous five quarters. Rambler introduced a cost reduction programme which translated into higher restructuring costs but intended to deliver benefits in 2009.

 


3.2.3. Operating Expenses

 


The Group's operating expenses (including depreciation, amortisation and tax related provisions) reached US$101.3 million in 2008, up 50% from US$67.5 million in 2007 (including Begun's operating expenses from August 2007).

 


Direct costs, including commissions, content, traffic acquisition costs, data centre costs and mobile costs rose by 81% from US$22.4 million in 2007 to US$40.6 million in 2008, mainly as a result of increased revenues and commissions paid to partners of Begun's advertising network. Without the impact of Begun's commissions to its advertising network, the growth in direct costs would have been limited to 59% year-on-year. Commissions on banner sales rose by 172% from US$3.6 million in 2007 to US$9.8 million in 2008 as a result of increased revenues and the establishment of a progressive commission-based sales agreement in 2008 through the sale of Index20 to IMHO VI.

 


In 2008, the Group's labour costs continued to stabilise and accounted for 30% of total operating expenses and less than 28% of total revenues, compared to 32% in 2007. Labour costs rose by 38% to US$30.3 million (2007, US$22.0 million).

 


The Group's results include provisions for potential tax related charges. These provisions relate to potential liabilities for taxes other than income tax, which arise from the legal structure of the Group and the jurisdictions in which various income and expense items are recognised and assessed. In 2008, the provision for potential tax-related charges amounted to approximately US$2.0 million (2007, US$2.8 million), net of relative tax release of US$1.6 million (2007, US$0.1 million) upon expiry of the review period by the tax authorities.

 


Legal and professional fees went up from US$3.0 million in 2007 to US$4.8 million in 2008 primarily in connection with advice on transactions and Rambler's intention to sell a stake in Begun to Google. In October 2008, the Russian Federal Anti-Monopoly Service (FAS) issued a statement in which it refused to approve Google's acquisition of 100% of Begun. The agreement with Google was therefore cancelled. Rambler continues to own a 50.1% stake in Begun until further notice.

 


The Group's amortisation expense went down by 5% from US$3.7 million in 2007 to US$3.5 million. The Group's depreciation expense went up by 124% from US$1.4 million to US$3.2 million in line with the increase in the underlying depreciable fixed assets.

 


The Group's consolidated net profit from continuing operations after interest and tax was US$3.3 million in 2008 (2007, US$1.4 million loss). In addition to the net loss in 2007, the disposal of the TV operation (classified as discontinued operations in 2007) generated a net gain on disposal of US$7.1 million in 2007.

 


The Group's basic earnings per share from continuing operations in 2008 were US$0.232 (2007, loss of US$0.066).

 


3.2.4. Operating profit

 


The Group reported an operating profit of US$3.8 million after US$5.7 million impairment charge in 2008 related principally to Damochka.ru (2007, US$0.9 million after US$1.5 million impairment charge).

 


4. Position

 


The Group ended the period with cash balances of US$29.0 million including US$4.1 million in Begun (31 December 2007, US$31.5 million). The Group has no debt obligations.

 


Rambler generated US$15.8 million cash from operations in 2008 (2007, US$12.0 million).

 


5. Principal risks

 


Russian taxation and currency control regulations

 


A substantial part of the operations of the Group is conducted in Russia or involves transactions with Russian entities. As a result the Group has significant exposure to the Russian taxation and currency control regimes.

 


Russian tax and customs legislation is subject to varying interpretations, and changes, which can occur frequently. Management's interpretation of such legislation as applied to the transactions and activity of the Group may be challenged by the relevant authorities.

 


The Russian tax authorities may be taking a more assertive position in their interpretation of the legislation and assessments, and it is possible that transactions and activities that have not been challenged in the past may be challenged. The Supreme Arbitration Court issued guidance to lower courts on reviewing tax cases providing a systemic roadmap for anti-avoidance claims, and it is possible that this will significantly increase the level and frequency of tax authorities scrutiny.

 


As a result, significant additional taxes, penalties and interest may be assessed. Fiscal periods remain open to review by the authorities in respect of taxes for three calendar years preceding the year of review. Under certain circumstances reviews may cover longer periods.

 


Russian transfer pricing legislation introduced on 1 January 1999 provides the possibility for tax authorities to make transfer pricing adjustments and impose additional tax liabilities in respect of all controllable transactions, provided that the transaction price differs from the market price by more than 20%.

 


Controllable transactions include transactions with interdependent parties, as determined under the Russian Tax Code, all cross-border transactions (irrespective whether performed between related or unrelated parties), transactions where the price applied by a taxpayer differs by more than 20% from the price applied in similar transactions by the same taxpayer within a short period of time, and barter transactions. There is no formal guidance as to how these rules should be applied in practice. In the past, the arbitration court practice with this respect has been contradictory.

 


Tax liabilities arising from intercompany transactions are determined using actual transaction prices. It is possible with the evolution of the interpretation of the transfer pricing rules in the Russian Federation and the changes in the approach of the Russian tax authorities, that such transfer prices could potentially be challenged in the future. Given the brief nature of the current Russian transfer pricing rules, the impact of any such challenge cannot be reliably estimated; however, it may be significant to the financial condition and/or the overall operations of the entity.

 


The Group includes companies incorporated outside of Russia. Russian tax laws do not provide detailed rules on taxation of foreign companies. It is possible that with the evolution of the interpretation of these rules and the changes in the approach of the Russian tax authorities, the non-taxable status of some or all of the foreign companies of the Group in Russia may be challenged. Where the Group believes that it is probable that its position could not be sustained, the related tax and associated balances have been accrued. However, it is possible that additional challenges may occur and the impact of such challenges, if any, cannot be reliably estimated; however, it may be significant to the financial condition and/or the overall operations of the entity.

 


Russian tax legislation does not provide definitive guidance in certain areas. From time to time, the Group adopts interpretations of such uncertain areas that reduce the overall tax rate of the Group. As noted above, such tax positions may come under heightened scrutiny as a result of recent developments in administrative and court practices; the impact of any challenge by the tax authorities cannot be reliably estimated; however, it may be significant to the financial condition and/or the overall operations of the entity.

 


Business risks

 


The Group's business risk is difficult to evaluate because the Group has a limited operating history in an emerging and rapidly evolving market. The Group derives nearly all of its net revenue from online advertising, which is a relatively new advertising medium. The Group's ability to succeed in this market may be restrained by limited resources, expenses, risks, and complications frequently encountered by similar companies in emerging and changing markets. To address these risks, the Group must, amongst other things:

 
 
    -- maintain and increase the size of its audience; 
 
    -- maintain and increase its advertisers' base; 
 
    -- implement and successfully execute its business and marketing strategy; 
 
    -- continue to develop and upgrade its technology; 
 
    -- continually update and improve its service offerings and features; 
 
    -- find and integrate strategic transactions; 
 
    -- respond to industry and competitive developments; and 
 
    -- attract, retain, and motivate qualified personnel. 
 


The Group may not be successful in addressing these risks, particularly as some of them are largely beyond its control. If the Group is unable to do so, its business, financial condition, and results of operations would be materially and adversely affected.

 


Directors believe in the long-term prospects of the internet and the advertising market in Russia. The underlying dynamics of more Russian consumers coming online and online users continuing to increase their media consumption via the internet, is set to continue. However, faced with deteriorating macroeconomic and financial markets, Directors consider that the current crisis and its effects on market conditions in Russia will continue to be the major risk for the Company in 2009. The weakening of the Rouble/US$ exchange rate, in particular, is anticipated to have an impact on the Company's reported US$ results.

 


6. Forward-Looking Statements

 


Certain statements in this annual report are forward-looking. Although the Group believes that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to be correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements.

 


7. Other Information

 


The financial statements should be read in conjunction with the notes in Rambler Media's 2008 annual report, which was published today, 21 April 2008, and is available on www.ramblermedia.com.

 
Rambler Media 
Limited 
Company 
and Consolidated 
Balance Sheets 
as at 
31 December 2008 
(in thousands 
US dollars, 
unless otherwise 
stated) 
                                  Company              Consolidated 
                         Notes    2008      2007       2008       2007 
Assets 
Non Current 
Assets 
Property, plant          8        -         -          5,311      7,865 
and equipment 
Goodwill                 9        -         -          2,974      18,416 
Intangible               9        658       -          4,805      23,773 
assets 
Investments in           30       46,774    51,756     -          - 
subsidiaries 
Investments in           10       -         -          504        - 
associates 
Financial assets         11       -         -          29         - 
Deferred income          15       -         -          673        1,503 
tax asset 
                                  47,432    51,756     14,296     51,557 
Current Assets 
Trade                    12       -         -          7,057      11,628 
receivables 
Prepayments                       43        2          1,880      2,143 
VAT receivable                    -         -          335        559 
Other                             -         -          589        842 
receivables 
Bank and cash            13       10,625    15,784     25,018     31,462 
balances 
                                  10,668    15,786     34,879     46,634 
Non-current              23       -         -          34,658     5,231 
assets 
held for sale 
Total Assets                      58,100    67,542     83,833     103,422 
Liabilities 
Current 
Liabilities 
Trade and other          14       835       1,235      11,872     11,613 
payables 
Current income                    -         -          1,894      8,193 
tax payable 
VAT payable                       -         -          1,117      1,813 
Other provisions         24       -         -          4,208      10,887 
for liabilities 
and charges 
Deferred income                   -         -          945        5,242 
                                  835       1,235      20,036     37,748 
Liabilities              23       -         -          18,530     1,331 
directly 
associated 
with assets held 
for sale 
Non 
Current 
Liabilities 
Deferred income          15       -         -          762        6,149 
tax liability 
                                  -         -          762        6,149 
Total                             835       1,235      39,328     45,228 
liabilities 
Shareholders' 
equity 
Issued capital           16       138       165        138        165 
Share premium                     53,514    64,053     53,514     64,053 
Options reserve                   189       148        189        148 
Assets valuation                  -         -          807        966 
reserve 
Retained                          1,540     2,991      (7,548)    (13,315) 
earnings/(accumulated 
losses) 
Currency                          1,884     (1,050)    (2,315)    (446) 
translation 
reserve 
Total                             57,265    66,307     44,785     51,571 
shareholders' 
equity 
Minority                          -         -          (308)      1,876 
interests 
directly 
associated 
with assets 
held 
for sale 
 
Minority                 17       -         -          28         4,747 
interests 
Liabilities and                   58,100    67,542     83,833     103,422 
Shareholders' 
Equity 
 
 


Approved on 17 April 2009

 


Julia Solovieva , Chairperson of the Board Nikita Serguienko, CFO

 
Rambler Media Limited 
Consolidated Income Statement for 
the Year Ended 31 December 2008 
(in thousands US dollars, unless otherwise stated) 
 
 
                                       Notes    2008         2007 
=--------------------------------------------------------------------- 
Continuing operations: 
=--------------------------------------------------------------------- 
Revenue                                18       110,033      69,083 
=--------------------------------------------------------------------- 
=--------------------------------------------------------------------- 
Investment income                      18       106          902 
=--------------------------------------------------------------------- 
=--------------------------------------------------------------------- 
Operating expenses                     19       (101,337)    (67,524) 
=--------------------------------------------------------------------- 
=--------------------------------------------------------------------- 
Impairment expense                     9        (5,661)      (1,521) 
=--------------------------------------------------------------------- 
=--------------------------------------------------------------------- 
Share of profit of an associate        10       663          - 
=--------------------------------------------------------------------- 
=--------------------------------------------------------------------- 
Operating profit                                3,804        940 
=--------------------------------------------------------------------- 
=--------------------------------------------------------------------- 
Gain on disposal of a subsidiary       28       589          - 
=--------------------------------------------------------------------- 
=--------------------------------------------------------------------- 
Profit before interest and taxation             4,393        940 
=--------------------------------------------------------------------- 
=--------------------------------------------------------------------- 
Finance income                         18       832          1,449 
=--------------------------------------------------------------------- 
=--------------------------------------------------------------------- 
Profit before taxation                          5,225        2,389 
=--------------------------------------------------------------------- 
=--------------------------------------------------------------------- 
Taxation                               20       (1,943)      (3,814) 
=--------------------------------------------------------------------- 
=--------------------------------------------------------------------- 
Profit / (loss) from continuing                 3,282        (1,425) 
operations 
=--------------------------------------------------------------------- 
=--------------------------------------------------------------------- 
Discontinued operations: 
=--------------------------------------------------------------------- 
Profit from discontinued operations    23       -            7,089 
=--------------------------------------------------------------------- 
=--------------------------------------------------------------------- 
Profit for the year                             3,282        5,664 
=--------------------------------------------------------------------- 
=--------------------------------------------------------------------- 
Profit attributable to: 
=--------------------------------------------------------------------- 
Profit attributable to equity                   3,570        6,080 
holders of parent 
=--------------------------------------------------------------------- 
=--------------------------------------------------------------------- 
Minority interest                      17       (288)        (416) 
=--------------------------------------------------------------------- 
=--------------------------------------------------------------------- 
Profit / (loss) for the year                    3,282        5,664 
=--------------------------------------------------------------------- 
Earnings / (loss) per share            21       0.232        (0.066) 
from continuing 
operations  attributable to equity 
holders of the parent 
- basic  and diluted 
(expressed in US$ per share) 
=--------------------------------------------------------------------- 
Earnings / (loss) per share            21       -            0.461 
from discontinued 
operations attributable 
to equity holders of the  parent - 
basic (expressed in US$ per share) 
=--------------------------------------------------------------------- 
Earnings / (loss) per share            21       -            0.460 
from discontinued 
operations attributable to 
equity holders of the 
parent - diluted 
(expressed in US$ per share) 
=--------------------------------------------------------------------- 
 
 


The notes available in the annual report are an integral part of these financial statements.

 
Rambler Media Limited 
Consolidated Statement of Cash Flows for 
the Year Ended 31 December 2008 
(in thousands US dollars, unless otherwise stated) 
 
 
                                        Notes    2008       2007 
=---------------------------------------------------------------------- 
Cash flows from operating activities 
=---------------------------------------------------------------------- 
Profit for the year                              3,570      6,080 
=---------------------------------------------------------------------- 
Adjusted for: 
=---------------------------------------------------------------------- 
Profit attributable to discontinued              -          (7,089) 
operations 
=---------------------------------------------------------------------- 
Minority interest                                (288)      (416) 
=---------------------------------------------------------------------- 
Interest received                                (832)      (1,449) 
=---------------------------------------------------------------------- 
Share of profit of associates                    (663)      - 
=---------------------------------------------------------------------- 
Investment income                                (106)      (902) 
=---------------------------------------------------------------------- 
Taxation charge                                  1,943      3,814 
=---------------------------------------------------------------------- 
Share based payment charge                       78         134 
=---------------------------------------------------------------------- 
FX translation (gain) / loss                     (2,671)    1,809 
=---------------------------------------------------------------------- 
Impairment                                       5,661      1,521 
=---------------------------------------------------------------------- 
Depreciation and amortisation                    6,685      5,170 
=---------------------------------------------------------------------- 
Increase in other provisions                     2,009      2,826 
for liabilities and charges 
=---------------------------------------------------------------------- 
Overhead costs attributable                      -          57 
to discontinued 
operationspaid  by continuing 
operations 
=---------------------------------------------------------------------- 
Loss on disposal of fixed assets                 (370)      - 
and intangible assets 
=---------------------------------------------------------------------- 
Operating cash flows before                      15,016     11,555 
working capital changes 
=---------------------------------------------------------------------- 
Decrease/ (increase) in trade                    3,583      (4,776) 
and other receivables 
=---------------------------------------------------------------------- 
Decrease/ (increase) in prepayments              94         (48) 
=---------------------------------------------------------------------- 
(Decrease)/ increase in trade                    (396)      2,991 
and other payables 
=---------------------------------------------------------------------- 
(Decrease)/ increase                             (2,497)    2,290 
in deferred income 
=---------------------------------------------------------------------- 
Cash from operations                             15,800     12,012 
=---------------------------------------------------------------------- 
Income taxes paid                                (6,944)    (1,598) 
=---------------------------------------------------------------------- 
=---------------------------------------------------------------------- 
Net cash from operating activities               8,856      10,414 
=---------------------------------------------------------------------- 
=---------------------------------------------------------------------- 
Cash flows from investing activities 
=---------------------------------------------------------------------- 
Acquisition of subsidiary                        (4,063)    (18,131) 
undertakings, 
net of cashacquired 
=---------------------------------------------------------------------- 
Dividend income                                  566        1,345 
=---------------------------------------------------------------------- 
Purchase of property,                            (3,036)    (4,583) 
plant and equipment 
=---------------------------------------------------------------------- 
Purchase of intangible assets                    (1,484)    (396) 
=---------------------------------------------------------------------- 
Net cash used in investing                       (8,017)    (21,765) 
activities 
- continuing operations 
=---------------------------------------------------------------------- 
=---------------------------------------------------------------------- 
Net cash from investing activities               -          20,523 
- discontinued operations 
=---------------------------------------------------------------------- 
=---------------------------------------------------------------------- 
Net cash used in investing                       (8,017)    (1,242) 
activities 
=---------------------------------------------------------------------- 
=---------------------------------------------------------------------- 
Cash flows from financing activities 
=---------------------------------------------------------------------- 
Proceeds from equity financing                   -          1,904 
=---------------------------------------------------------------------- 
Dividends paid                                   (4,010)    - 
=---------------------------------------------------------------------- 
Finance income                                   802        1,449 
=---------------------------------------------------------------------- 
Net cash from financing activities               (3,208)    3,353 
=---------------------------------------------------------------------- 
=---------------------------------------------------------------------- 
Net (decrease) / increase in cash                (2,369)    12,525 
=---------------------------------------------------------------------- 
Cash at the beginning of the            13       31,462     18,461 
year - continuing operations 
=---------------------------------------------------------------------- 
Cash at the beginning of                13       1          476 
the year classified 
as asset held for sale 
=---------------------------------------------------------------------- 
=---------------------------------------------------------------------- 
Cash at the end of the year             13       25,018     31,462 
- continuing operations 
=---------------------------------------------------------------------- 
Cash at the end of the                  13       4,075      1 
year classified 
as asset held for sale 
=---------------------------------------------------------------------- 
=---------------------------------------------------------------------- 
Material non-cash transactions: 
=---------------------------------------------------------------------- 
Purchases on barter terms                        (320)      (917) 
=---------------------------------------------------------------------- 
Sales on barter terms                            320        917 
=---------------------------------------------------------------------- 
 
 


The notes available in the annual report are an integral part of these financial statements.

 
 


The availability of the Rambler Companies' retained earnings for distribution to shareholders is determined by the Articles of Association of the individual companies within the Rambler Companies and by relevant legal and fiscal regulations and may not correspond to the figures presented above.

 


The notes available in the annual report are an integral part of these financial statements.

 


Statements of directors' responsibility

 


The directors are required by the Companies (Jersey) Law 1991 to prepare the consolidated financial statements for each financial year that give a true and fair view of the state of affairs of the Company and the Group as at the end of the financial year and of the profit or loss for that period. In preparing these company and consolidated financial statements, the directors are required to:

 
 
    -- Select suitable accounting principles and applying them consistently; 
 
    -- Make judgments and estimates that are reasonable and prudent; 
 
    -- State whether International Financial Reporting Standards (IFRS) have 


been followed, subject to any material departures disclosed and
explained in the consolidated financial statements; and

 
    -- Prepare the consolidated financial statements on a going concern 


basis, unless it is inappropriate to presume that the Company and the
Group will continue in business for the foreseeable future.

 


The directors confirm that they have complied with the above requirements in preparing these company and consolidated financial statements.

 


The directors are also responsible for:

 
 
    -- Designing, implementing and maintaining an effective and sound system 


of internal controls throughout the Company and the Group;

 
    -- Maintaining proper accounting records that disclose, with reasonable 


accuracy at any time, the financial position of the Company and the
Group, and which enable them to ensure that the company and
consolidated financial statements of the Group comply with the Company
(Jersey) Law 1991 and IFRS;

 
    -- Maintaining statutory accounting records in compliance with local 


legislation and accounting standards in the respective jurisdictions
in which the Company and the Group operates;

 
    -- Taking such steps as are reasonably available to them to safeguard the 


assets of the Company and the Group; and

 
    -- Preventing and detecting fraud and other irregularities. 
 


In the event of the Annual report and consolidated financial statements being published on the Company's website the directors advise that:

 
 
    -- The maintenance and integrity of the Company's website is the 


responsibility of Rambler Media Limited;

 
    -- The work carried out by the auditors does not involve consideration of 


these matters and, accordingly, the auditors accept no responsibility
for any changes that may have occurred to the company and consolidated
financial statements since they were initially presented on the
website;

 
    -- Legislation in Jersey governing preparation and dissemination of 


consolidated financial statements may differ from legislation in other
jurisdictions.

 


PricewaterhouseCoopers CI LLP has expressed its willingness to continue in the office of Auditor and a resolution will be proposed at the annual general meeting that it will be reappointed.

 
Julia Solovieva, Chairperson of the Board     Nikita Serguienko, CFO 
17 April 2009 
 
 


PricewaterhouseCoopers

 


Independent auditors' report to the members of Rambler Media Limited

 
Report on the financial statements 
We have audited the accompanying consolidated financial statements  of Rambler Media Limited which comprise the 
company and  consolidated balance sheets as of 31 December 2008 and the  consolidated income statement, 
the consolidated statement of  changes in shareholders' equity, the consolidated statement of  cash flows 
for the year then ended and a summary of significant  accounting policies and other explanatory notes. 
 
Directors' responsibility for the financial statements 
The directors are responsible for the preparation and fair  presentation of these 
financial statements in accordance with  International Financial Reporting 
Standards and with the  requirements of Jersey law. This responsibility 
includes:  designing, implementing and maintaining internal controls 
relevant  to the preparation and fair presentation of financial statements 
that are free from material misstatement, whether due to fraud or 
error; selecting and applying appropriate accounting policies; and  making 
accounting estimates that are reasonable in the  circumstances. 
 
Auditors' responsibility 
Our responsibility is to express an opinion on these financial  statements based on our audit. We 
conducted our audit in  accordance with International Standards on Auditing. Those  Standards 
require that we comply with ethical requirements and  plan and perform the audit to obtain reasonable 
assurance whether  the financial statements are free from material misstatement. 
 
An audit involves performing procedures to obtain audit evidence  about the amounts and disclosures in the financial 
statements. The  procedures selected depend on the auditors' judgment, including  the assessment of the risks 
of material misstatement of the  financial statements, whether due to fraud or error. In making  those risk assessments, 
the auditor considers internal control  relevant to the entity's preparation and fair presentation 
of the  financial statements in order to design audit procedures that are  appropriate in the circumstances, but 
not for the purpose of  expressing an opinion on the effectiveness of the entity's  internal control. An audit 
also includes evaluating the  appropriateness of accounting policies used and the reasonableness  of accounting 
estimates made by the directors, as well as  evaluating the overall presentation of the financial statements. 
 
We believe that the audit evidence we have obtained is sufficient  and appropriate to provide a basis for our audit opinion. 
 
Opinion 
In our opinion, the consolidated financial statements give a true  and fair view of the financial position 
of the Company and the  Group as of 31 December 2008 and of the financial performance and  cash flows 
of the Group for the year then ended in accordance with  International Financial Reporting Standards and 
have been properly  prepared in accordance with the requirements of the Companies  (Jersey) Law 1991. 
 
We read the other information contained in the Annual Report and  consider the implications for our report if we become 
aware of any  apparent misstatements or material inconsistencies with the  financial statements. The other information 
comprises the  chairperson's statement, the operating and financial reviews,  shareholder information & advisers, corporate 
governance, board of  directors, executive management and the statement of directors'  responsibilities. 
 
In our opinion the information given in the statement of  directors' 
responsibilities is consistent with the financial  statements. 
 
This report, including the opinion, has been prepared for and only  for the Company's members as a body in accordance 
with Article 110  of the Companies (Jersey) Law, 1991 and for no other purpose.  We  do not, in giving 
this opinion, accept or assume responsibility  for any other purpose or to any other person to whom this report 
is shown or into whose hands it may come save where expressly  agreed by our prior consent in writing. 
 
 
 
PricewaterhouseCoopers CI LLP 
Chartered Accountants 
Jersey, Channel Islands 
17 April 2009 
 
 
 
 
 
 


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