Group Finance Director’s report
for the nine months ended 31 December 2005
INTRODUCTION
The MTN Group changed its financial year-end from
31 March to 31 December in line with its operating
cycle and international peers. Consequently, the
reported results cover a period of nine months and
are not directly comparable to the audited results for
the full year to 31 March 2005. To facilitate comparison
and evaluation of the results for the period ended
31 December 2005, the unaudited operating results
for the nine months ended 31 December 2004 are
included for revenue, expenses and earnings before
interest, tax, depreciation and amortisation (EBITDA), as
the transition to IFRS did not have a significant impact
on these.
The MTN Group recorded a strong performance for
the period under review, driven mainly by mobile
subscriber growth and improved customer
focus in all the Group’s established operations.
Consolidated revenue increased by 26% to
R27,2 billion for the nine months ended
December 2005 from R21,5 billion for the
nine months to December 2004. Adjusted
HEPS was 338,2 cents for the current
period, which compares favourably with
the previous 12-month adjusted HEPS
of 366 cents. The Group EBITDA margin
was 41,3%, up from 39,8% for the
nine months to December 2004, and
remained virtually flat compared to 41,4% at
31 March 2005.
The Group’s non-South African operations contributed
43% of revenue (March 2005: 40%), 55% of EBITDA
(March 2005: 50%) and 55% of profit after tax (March
2005: 51%) (excluding MTN Nigeria’s deferred tax credit)
to Group results, with MTN Nigeria being the most
significant of the international operations.
The Group’s total asset base at 31 December 2005 was
R44,8 billion, an increase of 51% on the total assets of R29,7 billion as adjusted for IFRS (previously disclosed
as R29,3 billion) as at 31 March 2005. During the
review period, the MTN Group successfully concluded
acquisitions of MTN Côte d’Ivoire (51%), MTN Zambia
(100%), Irancell (49%), MTN Congo Brazzaville (100%)
and Mascom (44% indirect). These acquisitions have
moved the Group’s net debt to equity ratio to 4,5% and
reversed the March 2005 position when the Group was
holding more cash than debt. While we are pleased with
the progress of our expansion strategy we will continue
to pursue value-enhancing expansion opportunities
supported by the Group’s strong balance sheet.
back to top
MACROECONOMIC ENVIRONMENT
Economic conditions in the markets in which the
Group operates were favourable during the period with
interest rates remaining relatively low and the functional
currencies, except for the rand, remaining stable against
the US dollar. The telecommunications sector in most of
the countries in which the Group operates has remained
competitive, with mobile competition in Nigeria
increasing considerably.
Exchange rates
Table 1 sets out movements in the closing and average
exchange rates between the rand and the currencies of
the Group’s international operations.
Average exchange rates remained fairly stable during
the period. While all the functional currencies of
the Group’s international operations strengthened
slightly against the rand, only the 4% strengthening
of the Nigerian naira had a noteworthy positive
effect on Group revenues. On a weighted basis,
average exchange rate movements between the
rand and the functional currencies of the Group’s
international operations increased reported revenue
by 2% compared to the nine months ended
31 December 2004.
Table 1: Current vs previous periods’ exchange rates
| USD |
6,47 |
6,33 |
6,15 |
(2) |
|
6,32 |
6,21 |
(2) |
| NGN (Nigeria) |
20,23 |
21,04 |
21,44 |
4 |
|
20,42 |
21,38 |
5 |
| CFA (Cameroon) |
84,77 |
85,99 |
86,17 |
1 |
|
89,94 |
83,89 |
(7) |
| UGX (Uganda) |
277,59 |
281,81 |
284,29 |
1 |
|
287,30 |
280,08 |
(3) |
| SZL (Swaziland) |
1,00 |
1,00 |
1,00 |
— |
|
1,00 |
1,00 |
— |
| RWF (Rwanda) |
87,18 |
93,27 |
94,33 |
7 |
|
90,23 |
92,33 |
2 |
| PUL (Botswana)* |
0,86 |
— |
— |
— |
|
0,86 |
— |
— |
| XOF (Côte d’Ivoire)* |
84,52 |
— |
— |
— |
|
87,68 |
— |
— |
| ZMK (Zambia)* |
570,71 |
— |
— |
— |
|
577,76 |
— |
— |
| CFCB (Congo Brazzaville)* |
89,24 |
— |
— |
— |
|
88,02 |
— |
— |
| IRR (Iran)* |
1 420,80 |
— |
— |
— |
|
1 436,49 |
— |
— |
|
|
|
|
|
|
|
|
|
| *Operation acquired during the period |
The effects of closing exchange rate movements on
the consolidated balance sheet were minimal, as
the 31 December 2005 rates were similar to those
prevailing at 31 March 2005. The 5% strengthening of
the naira increased the Group’s period-end assets by
approximately 1,3%.
back to top
SUBSCRIBERS
Table 2 shows double-digit subscriber growth rates
across all MTN operations, with the total closing
base (including acquisitions) reflecting more than
23 million subscribers. Since June 2005, ARPUs have
remained relatively stable, with a marginal decline of
USD1 in Nigeria, and South Africa remaining flat on
the strength of good prepaid performance. ARPUs recorded for the current nine-month period are not
directly comparable to those disclosed for 31 March
2005 as ARPUs for December 2005 are based on a
90-day activity subscriber definition. In the period
up to March 2005 all ARPUs except MTN South Africa
were based on 30-day activity.
Table 2: Subscriber growth per operation
| South Africa |
|
10 235 000 |
|
|
8 001 000 |
|
28 |
|
|
R169 |
R168 |
R169 |
| – Contract |
|
1 654 000 |
|
|
1 391 000 |
|
19 |
|
|
R541 |
R544 |
R555 |
| – Prepaid |
|
8 581 000 |
|
|
6 610 000 |
|
30 |
|
|
R93 |
R90 |
R88 |
| Nigeria |
|
8 370 000 |
|
|
5 574 000 |
|
50 |
|
|
$22 |
$23 |
$23 |
| Cameroon |
|
1 248 000 |
|
|
919 000 |
|
36 |
|
|
$16 |
$17 |
$18 |
| Uganda |
|
982 000 |
|
|
782 000 |
|
26 |
|
|
$15 |
$15 |
$15 |
| Rwanda |
|
275 000 |
|
|
209 000 |
|
32 |
|
|
$17 |
$17 |
$17 |
| Swaziland |
|
213 000 |
|
|
156 000 |
|
37 |
|
|
R149 |
R149 |
R152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Existing operations at 1 April 2005 |
|
21 323 000 |
|
|
15 641 000 |
|
36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Côte d’Ivoire |
|
1 080 000 |
|
|
— |
|
— |
|
|
$20 |
$19 |
— |
| Mascom (Botswana) |
|
479 000 |
|
|
— |
|
— |
|
|
$21 |
$22 |
— |
| Congo Brazzaville |
|
210 000 |
|
|
— |
|
— |
|
|
$21 |
— |
— |
| Zambia |
|
97 000 |
|
|
— |
|
— |
|
|
$20 |
$24 |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
| New operations |
|
1 866 000 |
|
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL all operations |
|
23 189 000 |
|
|
15 641 000 |
|
48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Proportionate subscribers |
|
22 135 300 |
|
|
15 031 040 |
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
back to top
INCOME STATEMENT
Group revenue
Revenue by operation
The 26% increase in the Group’s revenue compared
to the nine-month period ended 31 December 2004
was primarily attributable to the growth in subscriber
bases across all operations.
As indicated in table 3 MTN South Africa and MTN
Nigeria remain the most substantial contributors to
total Group revenue and account for 94% of revenue
growth, excluding new operations.
Table 3: Analysis of MTN Group revenue by operation
| MTN South Africa |
15 507 |
13 086 |
17 673 |
19 |
19 |
57 |
| MTN Nigeria |
9 034 |
6 967 |
9 310 |
30 |
25 |
33 |
| MTN Cameroon |
1 037 |
897 |
1 218 |
16 |
15 |
4 |
| MTN Uganda |
453 |
386 |
520 |
17 |
15 |
2 |
| MTN Rwanda |
99 |
74 |
100 |
34 |
26 |
— |
| MTN Swaziland |
77 |
58 |
76 |
33 |
33 |
— |
|
|
|
|
|
|
|
| Existing operations at 1 April 2005 |
26 207 |
21 468 |
28 897 |
22 |
— |
96 |
|
|
|
|
|
|
|
| MTN Côte d’Ivoire (6 months) |
768 |
— |
— |
— |
— |
3 |
| MTN Zambia (5 months) |
75 |
— |
— |
— |
— |
— |
| Mascom (Botswana) (3 months) |
82 |
— |
— |
— |
— |
— |
| MTN Congo Brazzaville (1 month) |
29 |
— |
— |
— |
— |
— |
| Irancell |
— |
— |
— |
— |
— |
— |
|
|
|
|
|
|
|
| New operations |
954 |
— |
— |
— |
— |
4 |
|
|
|
|
|
|
|
| TOTAL wireless operations |
27 161 |
21 468 |
28 897 |
27 |
— |
100 |
|
|
|
|
|
|
|
| Other operations |
36 |
68 |
80 |
(47) |
(47) |
— |
| Head office companies |
15 |
12 |
17 |
25 |
— |
— |
|
|
|
|
|
|
|
| TOTAL |
27 212 |
21 548 |
28 994 |
26 |
— |
100 |
|
|
|
|
|
|
|
| * The revenue for the nine months ended December 2004 is for comparison purposes only and has not been audited. |
| ** Less than 1% |
| † Local currency |
Revenue composition
Table 4 shows that revenue composition for the MTN
Group did not vary significantly from March 2005 to
December 2005. At 89% wireless communications
continued to dominate Group consolidated revenue.
Connection fee revenue decreased by 70% mainly
due to the substantial reduction in connection fees
charged by MTN Nigeria. The increase in telephones
and accessory revenue of 41% was due to a 47% increase in handset revenue in South Africa, which
is the only operation with significant telephone and
accessories revenue. Data revenue increased to 5,2%
of Group revenue excluding handsets.
Table 4: MTN Group revenue composition
| Wireless telecommunications |
|
24 157 |
|
|
19 440 |
|
|
26 179 |
|
|
24 |
|
89 |
|
|
91 |
| Airtime and subscription |
|
18 608 |
|
|
14 553 |
|
|
19 623 |
|
|
28 |
|
68 |
|
|
68 |
| Interconnect |
|
5 403 |
|
|
4 406 |
|
|
6 036 |
|
|
23 |
|
20 |
|
|
21 |
| Connection fees |
|
146 |
|
|
481 |
|
|
520 |
|
|
(70) |
|
1 |
|
|
2 |
| Cellular telephones and accessories |
|
2 351 |
|
|
1 671 |
|
|
2 158 |
|
|
41 |
|
9 |
|
|
7 |
| Satellite communications |
|
36 |
|
|
68 |
|
|
80 |
|
|
(47) |
|
** |
|
|
** |
| Other |
|
668 |
|
|
369 |
|
|
577 |
|
|
81 |
|
2 |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL |
|
27 212 |
|
|
21 548 |
|
|
28 994 |
|
|
26 |
|
100 |
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| * The results for the nine months ended December 2004 are for comparative purposes only and have not been audited.
|
| ** Less than 1%
|
Group EBITDA
Group EBITDA margin remained virtually unchanged at
41% since 31 March 2005. The EBITDA margin in MTN
South Africa decreased by 1,8% to 32,3% compared to 31 March 2005 due to higher handset revenue during
the nine-month period. Excluding acquisitions during
the period, international operations contributed
49% of EBITDA. Of the acquisitions, MTN Zambia
and Irancell reported negative EBITDA: MTN Zambia
can be viewed as a startup, while Irancell is still to
begin commercial operations. The most significant
foreign exchange impact on EBITDA was the 2%
strengthening of the naira.
Table 5: MTN Group EBITDA analysis by operation
| MTN South Africa |
5 009 |
4 154 |
6 018 |
21 |
21 |
32 |
32 |
34 |
| MTN Nigeria |
4 727 |
3 557 |
4 883 |
33 |
24 |
52 |
51 |
52 |
| MTN Cameroon |
498 |
391 |
520 |
28 |
27 |
48 |
44 |
43 |
| MTN Uganda |
226 |
195 |
264 |
16 |
14 |
50 |
51 |
51 |
| MTN Rwanda |
52 |
34 |
48 |
51 |
42 |
53 |
47 |
48 |
| MTN Swaziland |
42 |
35 |
39 |
22 |
29 |
55 |
59 |
51 |
|
|
|
|
|
|
|
|
|
| Existing operations at 1 April 2005 |
10 554 |
8 366 |
11 772 |
26 |
— |
39 |
39 |
41 |
|
|
|
|
|
|
|
|
|
| MTN Côte d’Ivoire (6 months) |
361 |
— |
— |
— |
— |
47 |
— |
— |
| MTN Zambia (5 months) |
(6) |
— |
— |
— |
— |
(8) |
— |
— |
| Mascom (Botswana) (3 months) |
44 |
— |
— |
— |
— |
53 |
— |
— |
| MTN Congo Brazzaville (1 month) |
13 |
— |
— |
— |
— |
45 |
— |
— |
| Irancell (1 month) |
(6) |
— |
— |
— |
— |
0 |
— |
— |
|
|
|
|
|
|
|
|
|
| New operations |
406 |
— |
— |
— |
— |
42 |
— |
— |
|
|
|
|
|
|
|
|
|
| TOTAL wireless operations |
10 960 |
8 366 |
11 772 |
31 |
— |
40 |
39 |
41 |
|
|
|
|
|
|
|
|
|
| Other operations |
— |
11 |
14 |
(100) |
(100) |
— |
— |
— |
| Head office companies |
271 |
190 |
214 |
43 |
43 |
— |
— |
— |
|
|
|
|
|
|
|
|
|
| TOTAL |
11 231 |
8 567 |
12 000 |
31 |
— |
41 |
40 |
41 |
|
|
|
|
|
|
|
|
|
* The EBITDA for the nine months ended December 2004 is for comparison purposes only and has not been audited. |
| ** Local currency |
† Restated |
Depreciation
The Group’s depreciation and amortisation of
R2,8 billion for the 12 month ended 31 March is
slightly lower than the R3 billion for the 12 months
ended 31 March 2005. The implementation of IFRS has
led to a decrease of depreciation of R270 million for
the nine-month period due to a revision of the useful
lives of property plant and equipment by MTN South
Africa. Due to the increased network roll out by MTN Nigeria, depreciation in this operation was slightly
higher for the nine months than for the previous
12 months.
Amortisation of intangible assets has increased to
R256 million for the nine-month period compared to
R189 million for the 12 months ended 31 March 2005.
IFRS 3: Business Combinations requires that when new
businesses are acquired, the fair value of intangibles
including subscriber bases and licences are recognised
as assets. The amortisation of R54 million of these
intangibles has had a limited impact on the current
period as MTN Côte d’Ivoire has only been amortised
for six months and Mascom for three months. The
impact of the other acquisitions has been negligible. In
the next financial year, this amortisation will, however,
be accounted for on all new acquisitions for the full
financial year.
Finance costs
The Group’s EBITDA to net interest cover remains
strong at 30 times.
The Group recorded net finance costs of R373 million
for the nine months compared to R270 million for
the previous 12 months. Net finance costs include
non-cash charges of R330 million, mainly comprising
fair value movements of minority put options of
R124 million and unrealised foreign exchange losses
of R181 million.
MTN South Africa continued to record net finance
income due to strong cash flows and low average
debt levels. Surplus cash decreased due to significant
dividend payments to MTN Holdings during the latter
part of the period. Net finance costs for MTN Nigeria
decreased from the prior year as the operation moved
from a net debt to a cash-positive position.
Taxation
The Group’s effective tax rate remains low at 17,4%,
which is similar to the effective tax rate of 17% for the
previous financial period. The Group’s effective tax
rate would have been approximately 33,4% had MTN
Nigeria been taxed at the Nigerian statutory tax rate of
30%. The tax charge includes STC of R135 million.
MTN Nigeria remains within its five-year tax holiday
which expires on 1 April 2007. From 1 April 2007
onwards capital allowances on capital expenditure
incurred during the five-year period may be claimed as
deductions against taxable income.
According to IAS 12: Income Taxes, MTN Nigeria
has been obliged to recognise a deferred tax
asset representing the tax effect of the deductible
temporary differences as depreciation has been recognised and capital allowances for tax purposes will
only be recognised in the future. To date the Group
has recognised a deferred tax asset of R1,1 billion in
this regard, with R354 million of this recognised in
the current year. The Group has adjusted its headline
earnings to exclude this positive effect.
For the financial year ending 31 December 2007,
MTN Nigeria will be required to pay tax as its Pioneer
Status will have expired. As reflected in the graph
below both the tax charge and cash tax payable will
be significantly higher than Nigeria’s statutory tax rate
of 30% as:
• The commencement provisions of Nigerian tax law
results in double taxation which leads to a higher tax
charge, and
• A portion of the deferred tax asset is utilised during
the period.
Headline earnings per share
Adjusted HEPS of 338,2 cents was recorded for the
nine months to 31 December 2005. This compares
favourably with the adjusted HEPS of 366 cents for the
12 months to 31 March 2005.
The Board continues to report adjusted headline
earnings in addition to basic headline earnings.
Adjusted headline earnings have been adjusted for:
• The positive impact on earnings that the deferred
tax credit had in Nigeria has been reversed. This
decreased HEPS during the period by 20 cents.
• The implementation of IFRS requires the Group to
account for a written put option held by a minority
shareholder of one of the Group’s subsidiaries, which
gives the minority the right to require the subsidiary
to acquire its shareholding at fair value. Prior to
the implementation of IFRS, the shareholding was
treated as a minority shareholder in the subsidiary
as all risks and rewards associated with these
shares, including dividends, accrued to the minority
shareholder.
IAS 32 requires that under the circumstances
described above, (a) the present value of the future
redemption amount be reclassified from equity to
financial liabilities and that the financial liability thus
reclassified subsequently be measured in accordance
with IAS 39; (b) in accordance with IAS 39, all
subsequent changes in the fair value of the liability
together with the related interest charges arising from
present valuing the future liability, be recognised in
the income statement and (c) the minority shareholder
holding the put option no longer be regarded as a
minority shareholder, but rather as a creditor from the
date of entering into the put option.
The fair value movement on the financial instrument
resulted in an increase in HEPS of 1,1 cents per share.
The finance charges reflected as a result of this
treatment had a negative impact of 5,8 cents and the
Group’s increased share in the results of the subsidiary,
as a consequence of the minority shareholder being
accounted for as a creditor, was 6,3 cents. This resulted
in a net positive impact of 1,6 cents which has been
reversed in the adjusted HEPS.
The Board believes that accounting for this put option
as required by IAS 32 and IAS 39 does not adequately
reflect the economic realities of the transaction in that
the minority shareholder currently participates in the
equity risks and rewards of the subsidiary. Accounting
for changes in the fair value of the financial instrument
in the income statement is misleading, because if the
put option was excercised at fair value it stands to
reason that these shares could be sold for the same
price with no impact on profitability or cash flow.
Inherently, a transaction at fair market value implies
that one party receives an asset at fair value, and the
other party pays for it at fair value. To suggest that
a profit or loss is made on this transaction is, in the
opinion of the directors, inherently misleading.
MTN South Africa
Revenue December 2004 vs 2005
MTN South Africa recorded revenues of R15,5 billion
for the period, an increase of 19% driven by the
28% increase in subscribers and the 47% increase in
handset revenue.
The 13% increase in airtime and subscription revenue
and 16% increase in interconnect revenue was driven
by the 19% and 30% respective increases in contract
and prepaid subscriber bases. The contribution of
prepaid subscribers to overall revenue continues to
increase due to rapid growth in that segment.
The growth in interconnect revenue was as a result
of increased minutes terminated from other mobile
operators due to the growth of the mobile market
while fixed-line interconnect revenue remained
relatively static.
Handset revenue increased by 47% during the period,
driven by high demand for more expensive handsets
by both new and existing subscribers. The large
increase in handset revenue had a positive impact on revenue growth as growth excluding handset revenue
was 14%.
Data revenue amounted to 8,2% of total revenue
excluding handsets, with SMS revenue still comprising
the bulk of this. Data revenue now includes revenue
relating to data and SMS included in bundled
products. Previously this revenue was included in
subscription revenue. Had this adjustment not been
made, data as a percentage of revenue excluding
handsets would have been 6,4%.
EBITDA and expenditure December 2004 vs 2005
MTN South Africa’s EBITDA was 21% higher during
the period, fuelled by solid revenue growth of 14%
(excluding handsets), tight cost controls and efficiency
improvements. EBITDA margin excluding handset
revenue has increased by 2% to 38%.
Sales, distribution and marketing costs increased due
to the additional costs associated with securing new
distribution channels, as well as incremental costs
associated with higher subscriber acquisition activity.
Handset costs were significantly higher than the
previous year due to the increase in the volume and
price of handsets sold.
Direct network operating costs increased by only
5,7% due to maintenance as well as rent and utilitiesrelated
efficiencies, while the limited increase in
other expenses was due to the release of bad debt
provisions during the period.
Table 6: MTN South Africa revenue and expense summary
| Wireless telecommunications |
|
12 824 |
|
|
11 272 |
|
|
15 243 |
|
14 |
| Airtime and subscription fees |
|
9 003 |
|
|
7 956 |
|
|
10 781 |
|
13,2 |
| Interconnect fees |
|
3 781 |
|
|
3 259 |
|
|
4 427 |
|
16,0 |
| Connection fees |
|
40 |
|
|
57 |
|
|
35 |
|
(29,8) |
| Cellular telephones and accessories |
|
2 284 |
|
|
1 556 |
|
|
2 022 |
|
46,8 |
| Other |
|
399 |
|
|
262 |
|
|
408 |
|
52,3 |
|
|
|
|
|
|
|
|
|
|
|
| Total revenue |
|
15 507 |
|
|
13 090 |
|
|
17 673 |
|
18,5 |
|
|
|
|
|
|
|
|
|
|
|
| Direct network operating costs |
|
(1 042) |
|
|
(986) |
|
|
(1 264) |
|
5,7 |
| Cost of handsets and other accessories |
|
(2 399) |
|
|
(1 890) |
|
|
(2 573) |
|
27,0 |
| Interconnect and roaming costs |
|
(2 341) |
|
|
(2 020) |
|
|
(2 713) |
|
15,9 |
| Employee benefit and consulting expenses |
|
(698) |
|
|
(613) |
|
|
(843) |
|
14,0 |
| Selling, distribution and marketing expenses |
|
(3 457) |
|
|
(2 901) |
|
|
(3 637) |
|
19,2 |
| Other expenses (general and administration) |
|
(561) |
|
|
(526) |
|
|
(625) |
|
6,6 |
|
|
|
|
|
|
|
|
|
|
|
| Total operating expenses |
|
(10 498) |
|
|
(8 936) |
|
|
(11 655) |
|
17,5 |
|
|
|
|
|
|
|
|
|
|
|
| EBITDA |
|
5 009 |
|
|
4 154 |
|
|
6 018 |
|
20,6 |
|
|
|
|
|
|
|
|
|
|
|
| *The results for the nine months ended December 2004 are for comparison purposes only and have not been audited.
|
MTN Nigeria
Revenue December 2004 vs 2005
MTN Nigeria’s revenue grew by 30%, mainly driven by
the strong increase in subscribers over the nine months
despite competitive market conditions. MTN Nigeria’s
subscriber base increased by 50% with connection fees
dropping below 500 naira by the end of the period.
Revenue growth was lower than subscriber growth due
to deeper penetration into the market. Furthermore,
competitive pricing and attractive promotions by
competitors have encouraged existing subscribers to
subscribe to more than one mobile network thereby
diminishing their average spend on the MTN network.
ARPU of USD23 reported in June 2005 dropped slightly
to USD22 for the nine-month period.
Connection fees decreased by 77% despite
impressive growth in the subscriber base due to the
highly competitive market resulting in much lower
connection fees being charged to new subscribers.
Connection fees now represent 1% of total revenue
compared to 6% in the previous period.
Handset and accessories revenue decreased by 64% as
MTN Nigeria exited the handset market and a similar
decrease was experienced in related costs.
EBITDA and expenditure December 2004 vs 2005
MTN Nigeria’s EBITDA margin of 52% increased from
51%, while EBITDA has increased by 33% to R4,7 billion.
Direct network operating costs rose to R739 million as
a result of significant increases in rent, utilities and
maintenance, related to the increasing network roll
out; the rent and utility increase was compounded by
increasing fuel costs following higher oil prices.
Handset, accessories, SIM and scratch card costs did
not show a similar decline to handset revenue as the
reduction in handset costs was offset by increased SIM
and scratch card cost.
The increase in interconnect and roaming costs was
due to the larger subscriber bases of our competitors
and booster card offerings increasing outgoing traffic
to other networks.
Sales, distribution and marketing expenses, as well
as employee and consulting costs, increased by
34% and 33% respectively due to the expansion of
operations.
The increase in other expenses was low following
decreased provisions for bad debts, as Private
Telephone Operators paid outstanding Interconnect
balances previously provided for.
Table 7: MTN Nigeria revenue and expense summmary
| Wireless telecommunications |
|
8 798 |
|
|
6 811 |
|
|
9 090 |
|
29 |
| Airtime and subscription fees |
|
7 450 |
|
|
5 421 |
|
|
7 251 |
|
37 |
| Interconnect fees |
|
1 254 |
|
|
974 |
|
|
1 365 |
|
29 |
| Connection fees |
|
94 |
|
|
416 |
|
|
474 |
|
(77) |
| Cellular telephones and accessories |
|
31 |
|
|
86 |
|
|
95 |
|
(64) |
| Other |
|
205 |
|
|
70 |
|
|
125 |
|
193 |
|
|
|
|
|
|
|
|
|
|
|
| Total revenue |
|
9 034 |
|
|
6 967 |
|
|
9 310 |
|
30 |
|
|
|
|
|
|
|
|
|
|
|
| Direct network operating costs |
|
(739) |
|
|
(484) |
|
|
(759) |
|
53 |
| Cost of handsets, accessories, SIM and scratch cards |
|
(240) |
|
|
(332) |
|
|
(398) |
|
(28) |
| Interconnect and roaming costs |
|
(1 052) |
|
|
(625) |
|
|
(771) |
|
68 |
| Employee benefit and consulting expenses |
|
(328) |
|
|
(247) |
|
|
(357) |
|
33 |
| Selling, distribution and marketing expenses |
|
(821) |
|
|
(611) |
|
|
(766) |
|
34 |
| Other expenses (general and administration) |
|
(1 127) |
|
|
(1 111) |
|
|
(1 376) |
|
2 |
|
|
|
|
|
|
|
|
|
|
|
| Total operating expenses |
|
(4 307) |
|
|
(3 410) |
|
|
(4 427) |
|
26 |
|
|
|
|
|
|
|
|
|
|
|
| EBITDA |
|
4 727 |
|
|
3 557 |
|
|
4 883 |
|
33 |
|
|
|
|
|
|
|
|
|
|
|
| *The results for the nine months ended December 2004 are for comparison purposes only and have not been audited.
|
Rest of the operations
Revenue and EBITDA December 2004 vs 2005
MTN Cameroon’s revenue increased by 16%, driven
by strong growth in the subscriber base.
EBITDA margin increased by 4% to 48% due to tight
cost control and efficiency gains.
MTN Uganda maintained its EBITDA margin above
50%, while revenue and EBITDA increased by 17% and
16% respectively.
MTN Rwanda and MTN Swaziland recorded strong
revenue growth of 34% and 33% respectively,
based on similar increases in subscriber bases. This
has translated into an improved EBITDA margin of 53% for MTN Rwanda, while Swaziland recorded an
exceptional EBITDA margin of 55%.
The new operations being MTN Côte d’Ivoire,
MTN Zambia, Mascom (Botswana), MTN Congo
Brazzaville and Irancell contributed a combined
R954 million to Group revenue and R406 million to
Group EBITDA, representing 3,5% and 3,6% of the
Group’s revenue and EBITDA respectively.
back to top
BALANCE SHEET
The total assets for the Group increased by R15 billion
to R44,8 billion at 31 December 2005 from a balance
of R29,7 billion at 31 March 2005, as adjusted for the
implementation of IFRS. This increase is mainly due to
acquisitions concluded during the nine-month period,
explained below. The closing balance sheet has also
been affected by the South Africa rand weakening by
5% against the Nigerian naira; the value of the assets
and liabilities of MTN Nigeria reflected in South African
rand weakening would have therefore increased by
5% during the period.
The MTN Group balance sheet has changed
significantly during the period due to the acquisition
of operations in Côte d’Ivoire, Zambia, Botswana,
Iran and the Republic of Congo. These acquisitions
have had a significant impact on the balance sheet of
the Group, resulting in a cash outflow of R6,2 billion,
significant increases in intangible assets and increases
in long-term borrowings.
Irancell has acquired the second GSM licence in Iran
of EUR 300 million. The licence has been capitalised
by Irancell and is amortised over the initial expected
licence period of 15 years. In addition, the licence
conditions specify that certain minimum fees,
based on revenues, are guaranteed and will be paid
annually. We believe these future fees do not meet the
definition of a liability as they are not at present nonexecutory
unconditional obligations. They become
an obligation in the year in which they are due, as
specified in the licence agreement.
Accordingly, Irancell has not raised a liability in this
regard, nor included these fees as part of intangible
assets. The gross value of these fees guaranteed by
Irancell over 15 years is R39,2 billion at an exchange
rate of 1 436 Iranian rials per rand, of which R0,5 billion
will be due in the first year of operation, R1,4 billon
in the second year of operation, R5,2 billion from the
third to the fifth years of operation and R32,1 billion
in the following years. The discounted obligation
is R8,3 billion.
The Irancell agreements specify that 21% of the equity
in Irancell should be listed during 2008/09. It should
be assumed that the Group’s shareholding will dilute
proportionately to 38,7% when the listing occurs.
Terms and conditions are still to be determined.
The conditions of the licence issued to MTN Zambia
specify that 10% of the equity of MTN Zambia should
be transferred to local shareholders. This is expected to
be completed during the 2006 financial year.
Table 8: Balance sheet analysis
| Non-current assets |
|
31 136 |
|
|
7 315 |
13 778 |
10 043 |
|
|
19 151 |
|
63 |
| Tangible assets |
|
20 676 |
|
|
6 740 |
11 347 |
2 589 |
|
|
15 787 |
|
31 |
| Intangible assets (including goodwill) |
|
6 707 |
|
|
362 |
1 188 |
5 157 |
|
|
1 879 |
|
257 |
| Other non-current assets |
|
3 753 |
|
|
213 |
1 243 |
2 297 |
|
|
1 485 |
|
153 |
| Current assets |
|
13 676 |
|
|
7 105 |
3 968 |
2 603 |
|
|
10 579 |
|
29 |
| Bank balances and security cash deposits |
|
7 560 |
|
|
2 582 |
3 341 |
1 637 |
|
|
6 429 |
|
18 |
| Other current assets |
|
6 116 |
|
|
4 523 |
627 |
966 |
|
|
4 150 |
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total assets |
|
44 812 |
|
|
14 420 |
17 746 |
12 646 |
|
|
29 730 |
|
51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital, reserves and minority interests |
|
23 096 |
|
|
5 788 |
11 284 |
6 024 |
|
|
18 416 |
|
25 |
| Non-current liabilities |
|
9 765 |
|
|
2 152 |
3 860 |
3 753 |
|
|
3 715 |
|
163 |
| Long-term liabilities |
|
8 912 |
|
|
1 453 |
3 860 |
3 599 |
|
|
3 019 |
|
195 |
| Deferred taxation |
|
853 |
|
|
699 |
— |
154 |
|
|
696 |
|
23 |
| Current liabilities |
|
11 951 |
|
|
6 480 |
2 602 |
2 869 |
|
|
7 599 |
|
57 |
| Other |
|
10 851 |
|
|
6 083 |
2 483 |
1 974 |
|
|
7 378 |
|
47 |
| Interest-bearing |
|
1 100 |
|
|
397 |
119 |
895 |
|
|
221 |
|
398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total equity and liabilities |
|
44 812 |
|
|
14 420 |
17 746 |
12 646 |
|
|
29 730 |
|
51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 9: Acquisition of new operations
| Loans receivable |
|
1 748 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1 748 |
| Net asset value |
|
1 892 |
|
|
278 |
|
|
4 |
|
|
253 |
|
|
224 |
|
|
1 133 |
| – Property, plant and equipment |
|
965 |
|
|
621 |
|
|
85 |
|
|
172 |
|
|
87 |
|
|
— |
| – Intangible assets |
|
1 964 |
|
|
602 |
|
|
14 |
|
|
93 |
|
|
122 |
|
|
1 133 |
| – Other assets |
|
383 |
|
|
198 |
|
|
53 |
|
|
80 |
|
|
52 |
|
|
— |
| – Liabilities |
|
(1 430) |
|
|
(1 143) |
|
|
(148) |
|
|
(92) |
|
|
(47) |
|
|
— |
| Goodwill |
|
2 662 |
|
|
1 256 |
|
|
343 |
|
|
593 |
|
|
470 |
|
|
— |
| Minorities |
|
136 |
|
|
136 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash outflow |
|
6 166 |
|
|
1 398 |
|
|
347 |
|
|
846 |
|
|
694 |
|
|
2 881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shareholding |
|
|
|
|
51% |
|
|
100% |
|
|
44% |
|
|
100% |
|
|
49% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment
Property, plant and equipment has increased
by R4,9 billion during the nine months ended
31 December 2005. The acquisitions of MTN Côte
d’Ivoire, MTN Zambia, Mascom and MTN Congo
Brazzaville have resulted in property, plant and
equipment at a fair value of R1 billion being added to
the Group’s balance sheet. Capital expenditure for the
nine months ended 31 December 2005 amounted
to R6,7 billion compared to R7,6 billion for the period ended 31 March 2005, with 57% of the expenditure
relating to continued network roll out in Nigeria.
Capital expenditure in South Africa was R2,3 billion
during the period with 3G roll out contributing to
capital expenditure incurred.
Intangible assets
Intangible assets have increased by R4,8 billion due to
the acquisition of operations.
IFRS 3: Business Combinations requires that all
intangible assets be fair valued on acquisition. This
has resulted in the recognition of subscriber bases of
R351 million which are amortised over their estimated
useful lives of three to five years. In addition, licences
to the value of R1,6 billion have been recognised, including R1,1 billion representing 49% of the Irancell
licence.
Goodwill of R2,7 billion, representing the difference
between the purchase consideration and the fair
value of the assets and liabilities of the operations
acquired, has been recognised. R1,3 billion represents
goodwill on the acquisition of the 51% interest in
MTN Côte d’Ivoire while the investments in MTN
Zambia, Mascom and MTN Congo Brazzaville comprise
the balance. In accordance with IAS 38 Intangible
Assets, goodwill is not amortised but tested annually
for impairment and no impairment provision was
considered necessary for the current financial period
in respect of any of the Group’s cash generating units.
Loans and other non-current receivables have increased
by R1,7 billion due to loans to Irancell, shareholders in Irancell and Mascom. Deferred income tax assets
have increased by R0,6 billion largely due to the further
recognition of the deferred tax asset by MTN Nigeria.
Current assets
The majority of the increase in current assets is due
to higher trade receivables in MTN South Africa of
R1,3 billion from higher trading activity. The new
acquisitions have had a limited impact of R0,2 billion
on the increase in current assets.
Despite the cash outflow of R6,2 billion for the
acquisition of new operations and capital expenditure
of R6,7 billion the Group’s cash balance has increased
by R1,1 billion to R7,6 billion. These balances include
securitised cash deposits in MTN Nigeria of R0,3 billion.
Cash balances in MTN South Africa decreased by
R1,8 billion to R2,4 billion due to cash outflows
for dividends. This was offset by the strong cash
generation of the operation. Cash in MTN Nigeria
increased by R1,8 billion while our portion of the cash
balance in Irancell is R0,5 billion.
Table 10: Analysis of capital expenditure (including software)
| MTN South Africa |
2 256 |
1 745 |
29 |
3 641 |
| MTN Nigeria |
3 849 |
5 518 |
(30) |
5 321 |
| MTN Cameroon |
198 |
194 |
2 |
195 |
| MTN Uganda |
123 |
88 |
40 |
162 |
| MTN Rwanda |
34 |
11 |
209 |
37 |
| MTN Swaziland |
12 |
17 |
(29) |
17 |
|
|
|
|
|
| Existing operations at 1 April 2005 |
6 472 |
7 573 |
(15) |
9 373 |
|
|
|
|
|
| MTN Côte d’Ivoire (6 months) |
180 |
— |
— |
353 |
| MTN Zambia (5 months) |
4 |
— |
— |
401 |
| MTN Congo Brazzaville (1 month) |
1 |
— |
— |
— |
| Irancell |
— |
— |
— |
2 764 |
| Mascom (Botswana) (3 months) |
68 |
— |
— |
50 |
|
|
|
|
|
| New operations |
253 |
— |
— |
3 568 |
| Head office companies |
7 |
3 |
— |
— |
|
|
|
|
|
| Total |
6 732 |
7 576 |
(11) |
12 941 |
|
|
|
|
|
Interest-bearing liabilities
Interest-bearing debt in the Group increased by
R5,4 billion with MTN South Africa’s debt increasing by
R3,5 billion. MTN Nigeria’s interest-bearing borrowings
increased by R0,8 billion to fund network expansion
during the period.
Net cash of R3,2 billion at 31 March 2005 reversed
to net debt of R1 billion at 31 December 2005 due
to the impact of acquisitions, comprising long-term
borrowings of R7,5 billion, short-term borrowings of
R1 billion, cash and cash equivalents of R7,2 billion
and securitised letters of credit of R0,3 billion.
Other liabilities
Other liabilities consist of trade payables, accruals,
taxation, provisions and revenue received in
advance. These liabilities have increased by
R4,4 billion and include the discounted fair value of
put options held by minority shareholders of certain
subsidiaries of R1,4 billion. MTN South Africa’s tax
liabilities have increased by R0,8 billion as R1billion
of tax was only paid in January 2006. Trade creditors
increased by R1,1 billion following heightened
activity during the festive season in South Africa.
Other current liabilities increased due to the
inclusion of the new operations.
back to top
CASH FLOW
Cash flow from operating activities
The MTN Group generated cash from operations
of R11,4 billion for the nine months, a strong performance compared to R12,3 billion for the
previous financial year. Payments of income tax
decreased from R1,9 billion to R1,1 billion, the majority
of which can be attributed to the South African
operation where tax paid decreased by R0,9billion as
the payment was only made in January 2006.
Free cash flow
All the Group’s established operations reported
positive free cash flows. As Irancell is not yet
operational, negative free cash flows, mainly
representing the licence payment were reported.
Merger and acquisition activity has resulted in cash
outflows of R6,2 billion.
Financing activities
Cash of R5,4 billion was generated by financing
activities. South Africa raised R2,4 billion.
Table 11: MTN Group cash flow
| Cash generated from operations |
11 369 |
4 129 |
5 008 |
2 232 |
— |
12 303 |
| Cash outflow for dividends paid |
(1 081) |
(5 088) |
— |
— |
4 007 |
(680) |
| Cash outflow for interest and tax |
(1 127) |
(799) |
(194) |
(134) |
— |
(2 110) |
|
|
|
|
|
|
|
| Net cash/(used in) from operating activities |
9 161 |
(1 758) |
4 814 |
2 098 |
4 007 |
9 513 |
|
|
|
|
|
|
|
| Cash flows from investing activities |
|
|
|
|
|
|
| *Cash outflows for property, plant and equipment |
(6 732) |
(2 261) |
(3 849) |
(622) |
— |
(7 562) |
| Other investing acitivities |
(6 190) |
(2 100) |
86 |
(169) |
(4 007) |
— |
|
|
|
|
|
|
|
| Net cash used in investing activities |
(12 922) |
(4 361) |
(3 763) |
(791) |
(4 007) |
(7 562) |
|
|
|
|
|
|
|
| Net cash generated from financing activities |
5 357 |
2 429 |
985 |
1 943 |
— |
222 |
|
|
|
|
|
|
|
| Net increase/(decrease) in cash and cash equivalents |
1 596 |
(3 690) |
2 036 |
3 250 |
— |
2 173 |
|
|
|
|
|
|
|
| *Including software |
|
|
|
|
|
|
back to top
CAPITAL COMMITMENTS
The Group is expected to spend significant amounts
on capital expenditure in the next financial year. MTN
Nigeria has approved commitments of R5,3 billion,
MTN South Africa has approved commitments of
R3,6 billion while our share of the commitments for
Irancell’s network roll out is R2,8 billion. It is expected
that MTN Nigeria and Irancell will only use between
80% and 85% of their respective commitments due to
anticipated price reductions and project prioritisation.
These commitments will be financed through cash
flows from operations and raising debt facilities
in greenfield operations where cash flows are not
expected to be sufficient.
back to top
ACCOUNTING POLICIES AND
INTERNATIONAL FINANCIAL REPORTING
STANDARDS
IFRS compliance
In terms of the JSE Listings Requirements, compliance
with IFRS is required for the financial years beginning
on or after 1 January 2005.
Accordingly, Group financial statements for the nine
months ended 31 December 2005, are our first IFRS
compliant financial statements.
However, MTN had in the previous years already
complied with the following SA GAAP standards which
have identical requirements to corresponding IFRS
standards with effect from 17 July 2000:
• IFRS 3 (AC 140) (issued 2004) – Business
Combinations
• IAS 36 (AC 128) (revised 2004) – Impairment of Assets
• IAS 38 (AC 129) (revised 2004) – Intangible Assets
• IAS 27 (AC 132) (revised 2004) – Consolidation and
Separate Financial Statements
Effects of transition from SA GAAP to IFRS
The effect of the transition to IFRS has not been
significant. The impact on disclosed profit before
tax for the 12 months ended 31 March 2005 was a
reduction of R70 million. This comprised:
• A reduction of R78 million for depreciation
of property, plant and equipment due to the
componentisation, review of residual values and
useful lives, implementation of decommissioning
provisions and correction of depreciation
commencement dates.
• An increase of R26 million due to the change of
the functional currency of MTN Mauritius and
the resulting exchange gains and losses on the
revaluation of its dollar-denominated assets and
liabilities being accounted for in the income
statement.
• A reduction of R17 million due to the adoption of
IFRS 2 (Share-based payments).
• A reduction of R1 million for other differences, the
most significant being adjustments to operating
leases as these are now accounted for on the straight
line basis.
The most significant adjustment to the balance sheet
at 31 March 2005 was the reclassification of the foreign
currency translation reserve (FCTR) from other reserves
to retained earnings as the company elected to set the
FCTR to zero as part of the transitional elections.
Early Adoption of IAS 21
The Group has elected to early adopt IAS 21 (revised).
This has been changed to allow exchange gains and
losses on shareholder loans which are considered part
of the net investment in a foreign operation and are
denominated in a third-party currency to be reflected
directly in equity rather than the income statement.
This treatment is similar to the treatment of these
loans when the functional currency of Mauritius was
USD prior to the implementation of IFRS. As a result of
this early adoption, a translation gain of R79 million,
which was reflected in the first six months, was no
longer recognised.
New accounting standards and IFRIC
interpretations
The accounting standards and IFRIC interpretations
below have been published and are mandatory for
periods beginning on or after 1 January 2006. These
standards are not expected to have an impact on
Group’s results:
• IFRS 6: Exploration for and Evaluation of Mineral
Resources
• IFRIC 5: Rights to interest arising from
Decommissioning, Restoration and Environmental
Rehabilitation Funds
• IFRIC 6: Liabilities from participating in a Specific
Market – Waste Electrical and Electronic Equipment
• IFRIC 7: Applying the restatement approach under
the IAS 29: Financial Reporting in Hyperinflationery
Economics
• Circular 2/2006, clarification of certain sections of the
Financial Intelligence Centre Act
IFRIC 4: Determining whether an asset contains a
lease, will be applicable. The Group will apply IFRIC 4
in the 2006 financial year and this is not expected to
change the accounting of any of the Group’s current
arrangements.
IFRS 7: Financial Instruments: Disclosure will be
applied from January 2006. This is expected to result in
additional disclosure regarding market risk as well as
capital disclosures.
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DIVIDENDS

A dividend of 65 cents per share, in line with the
dividend declared in June 2005, has been declared.
The conservative dividend cover policy of five to six
times has not been altered as the Group continues to
explore expansion opportunities.
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CONCLUSION
The Group’s performance over the nine months was
positive relative to the comparable period in the
previous financial year. The results were, however,
impacted by the tariff pressure experienced in Nigeria
while the weakening of the rand against certain
functional currencies of the operations had a positive
impact on results.
Despite significant cash outflows due to acquisitions
during the period the Group’s net debt only increased
by R4,2 billion. The net debt/equity ratio of 5% and
net debt/EBITDA ratio annualised of 7% indicate that
the Group still has significant capacity for further
expansion. The acquisitions have positioned the Group
well for additional growth in future.
IFRS impacted and will continue to impact the
reported financial performance of the Group.

Rob Nisbet
Group Finance Director
22 March 2006
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