mtn nigeria communications plc - fmdq group

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Nigeria Corporate Analysis | Public Credit Rating MTN Nigeria Communications Plc Nigeria Corporate Analysis July 2019 Financial data: (USD’m Comparative) 31/12/17 31/12/18 N/USD (avg.) 305.3 305.6 N/USD (close) 305.5 306.5 Total assets 3,141.1 3,039.9 Total debt 835.9 572.9 Total capital 336.6 683.0 Cash & equiv. 293.2 173.0 Turnover 2,906.1 3,400.5 EBITDA 1,151.3 1,480.7 NPAT 265.6 476.8 Op. cash flow 523.5 927.6 Market share* 38% Market cap** USD8.7bn/N2.68trn * Based on Nigerian Communications Commission’s statistics as at Feb. 2019 **As at 21 May 2019 @ N306.4/USD. Central Bank of Nigeria exchange rates Rating history: Initial rating/last rating (June 2019) Long term: AA(NG) Short term: A1+(NG) Rating outlook: Stable Related methodologies/research: Global Master Criteria for Rating Corporate Entities, updated February 2018 Glossary of Terms/Ratio, February 2018 GCR contacts: Primary Analyst Adekemi Adebambo Senior Analyst [email protected] Committee Chairperson Dave King [email protected] Analyst location: Lagos, Nigeria Tel: +234 1 904-9462-3 Website: http://www.globalratings.com.ng Summary rating rationale The ratings reflect MTN Nigeria Communications Plc’s ("MTN Nigeria" or “the Company”) strong market position as the leading provider of cellular telecommunications services in Nigeria. Cognisance has also been taken of the well-established brand, broad spectrum of licences and technical support provided by MTN Group Limited (“MTN”, or “the Group”). While substantial capital requirements serve as an effective barrier to entry, the industry faces a high level of regulatory oversight. Positively, the low cyclicality of core earnings supports a strong sector risk assessment. Elevated regulatory risk, however, serves to constrain the ratings. In respect of MTN Nigeria, this is reflected in developments such as the allegation of illegal repatriation of dividends (resolved confidentially), an ongoing tax dispute and ramifications of the delayed disconnection of unregistered subscribers. While the Company’s enhanced enterprise risk protocols will bode positively, this will need to translate into sustained regulatory compliance track record. While a sound gross margin reflects rigour in the supply chain and procurement efficiencies, the reported EBITDA margin was largely distorted (since FY15) by the adoption of the tower and base transceiver site (“BTS”) lease model, albeit firm. The normalised EBITDA margin was closer to historical levels, albeit reflecting moderate compression from imported cost pressures and the impact of devaluation of the Naira. The rebound in the EBITDA margin in 1Q FY19 is expected to be sustained over the rating horizon, on the back of subscriber base growth, enhanced operating efficiencies and the growth in data and digital services income, inter alia. To mitigate foreign currency exposure, MTN Nigeria has raised the proportion of Naira debt to 72%, from a relatively even split Naira and USD debt utilisation previously. While the reduction in the foreign currency denominated debt is noted, the Company remains susceptible to currency risk in view of the sizeable import requirements of the industry, and this curtails the capital risk profile to an extent. Positively, earning based gearing metrics remains conservative at 1.2x at 1Q FY19, and is expected to remain within range for the ratings, over the rating horizon. Debt service metrics, however, are viewed as moderate in comparison, and could weaken with the adoption of additional debt. Operating cash flow coverage of interest-bearing debt is sound, and is expected to remain robust, albeit this may be tempered by the extent to which management leverages medium term capex. MTN Nigeria evidences strong funding flexibility, with concentration mitigated by relationships with local and international banks as well as export credit agencies. The liquidity profile has been tempered by the sharp fall in cash reserves, albeit unutilised facilities covered expiring facilities and capital commitments above 1x, with Global Credit Rating Company Limited (“GCR”) expecting coverage of at least 1.3x for FY19. Factors that could trigger a rating action may include Positive change: Sustained earnings enhancement, supported by resilient volumes, cost rigour and improved risk protocols. Favourable resolution of ongoing tax litigation would further entrench the ratings. Sustained access to debt and equity capital markets would be positively considered. Negative change: Higher than forecast gearing, particularly in the light of significant dividend payout as well as unduly elevated capex, could result in liquidity strain and impede debt serviceability. Materially adverse socio-political or regulatory developments would be negatively considered. Security class Rating scale Rating Rating outlook Expiry date Long term National AA(NG) Stable June 2020 Short term National A1+(NG)

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Page 1: MTN Nigeria Communications Plc - FMDQ Group

Nigeria Corporate Analysis | Public Credit Rating

MTN Nigeria Communications Plc

Nigeria Corporate Analysis July 2019

Financial data:

(USD’m Comparative) ‡

31/12/17 31/12/18

N/USD (avg.) 305.3 305.6

N/USD (close) 305.5 306.5

Total assets 3,141.1 3,039.9

Total debt 835.9 572.9

Total capital 336.6 683.0

Cash & equiv. 293.2 173.0

Turnover 2,906.1 3,400.5

EBITDA 1,151.3 1,480.7

NPAT 265.6 476.8

Op. cash flow 523.5 927.6

Market share* 38%

Market cap** USD8.7bn/N2.68trn

* Based on Nigerian Communications

Commission’s statistics as at Feb. 2019

**As at 21 May 2019 @ N306.4/USD.

‡Central Bank of Nigeria exchange rates

Rating history:

Initial rating/last rating (June 2019)

Long term: AA(NG)

Short term: A1+(NG)

Rating outlook: Stable

Related methodologies/research:

Global Master Criteria for Rating Corporate

Entities, updated February 2018

Glossary of Terms/Ratio, February 2018

GCR contacts:

Primary Analyst

Adekemi Adebambo

Senior Analyst

[email protected]

Committee Chairperson

Dave King

[email protected]

Analyst location: Lagos, Nigeria

Tel: +234 1 904-9462-3

Website: http://www.globalratings.com.ng

Summary rating rationale

The ratings reflect MTN Nigeria Communications Plc’s ("MTN Nigeria" or

“the Company”) strong market position as the leading provider of cellular

telecommunications services in Nigeria. Cognisance has also been taken of the

well-established brand, broad spectrum of licences and technical support

provided by MTN Group Limited (“MTN”, or “the Group”).

While substantial capital requirements serve as an effective barrier to entry, the

industry faces a high level of regulatory oversight. Positively, the low

cyclicality of core earnings supports a strong sector risk assessment.

Elevated regulatory risk, however, serves to constrain the ratings. In respect of

MTN Nigeria, this is reflected in developments such as the allegation of illegal

repatriation of dividends (resolved confidentially), an ongoing tax dispute and

ramifications of the delayed disconnection of unregistered subscribers. While

the Company’s enhanced enterprise risk protocols will bode positively, this will

need to translate into sustained regulatory compliance track record.

While a sound gross margin reflects rigour in the supply chain and procurement

efficiencies, the reported EBITDA margin was largely distorted (since FY15)

by the adoption of the tower and base transceiver site (“BTS”) lease model,

albeit firm. The normalised EBITDA margin was closer to historical levels,

albeit reflecting moderate compression from imported cost pressures and the

impact of devaluation of the Naira. The rebound in the EBITDA margin in 1Q

FY19 is expected to be sustained over the rating horizon, on the back of

subscriber base growth, enhanced operating efficiencies and the growth in data

and digital services income, inter alia.

To mitigate foreign currency exposure, MTN Nigeria has raised the proportion

of Naira debt to 72%, from a relatively even split Naira and USD debt utilisation

previously. While the reduction in the foreign currency denominated debt is

noted, the Company remains susceptible to currency risk in view of the sizeable

import requirements of the industry, and this curtails the capital risk profile to

an extent.

Positively, earning based gearing metrics remains conservative at 1.2x at 1Q

FY19, and is expected to remain within range for the ratings, over the rating

horizon. Debt service metrics, however, are viewed as moderate in comparison,

and could weaken with the adoption of additional debt.

Operating cash flow coverage of interest-bearing debt is sound, and is expected

to remain robust, albeit this may be tempered by the extent to which

management leverages medium term capex.

MTN Nigeria evidences strong funding flexibility, with concentration mitigated

by relationships with local and international banks as well as export credit

agencies. The liquidity profile has been tempered by the sharp fall in cash

reserves, albeit unutilised facilities covered expiring facilities and capital

commitments above 1x, with Global Credit Rating Company Limited (“GCR”)

expecting coverage of at least 1.3x for FY19.

Factors that could trigger a rating action may include

Positive change: Sustained earnings enhancement, supported by resilient volumes,

cost rigour and improved risk protocols. Favourable resolution of ongoing tax

litigation would further entrench the ratings. Sustained access to debt and equity

capital markets would be positively considered.

Negative change: Higher than forecast gearing, particularly in the light of

significant dividend payout as well as unduly elevated capex, could result in

liquidity strain and impede debt serviceability. Materially adverse socio-political or

regulatory developments would be negatively considered.

Security class Rating scale Rating Rating outlook Expiry date Long term National AA(NG)

Stable June 2020 Short term National A1+(NG)

Page 2: MTN Nigeria Communications Plc - FMDQ Group

Nigeria Corporate Analysis | Public Credit Rating Page 2

Company profile

MTN Nigeria is the leading domestic provider of cellular

telecommunications services. Incorporated in November

2000 as a private limited liability company, MTN Nigeria

has converted to a public company in April 2019. Based

on Nigerian Communications Commission (“NCC” or

“the Commission”) statistics as at February 2019, the

Company accounts for 38%1 of GSM subscriber base.

Subsidiaries include XS Broadband Limited (“XS

Broadband”), Visafone Communications Limited

(“Visafone”) and Yellow Digital Financial Services

Limited (“YDFS”). Details of domestic licences are

reflected in Appendix 1.

MTN Nigeria also has the largest distribution network in

the country, with over one million retail points of contact.

It has network coverage2 across 87% of the population and

has largest fibre network in Nigeria (more than 25,800km)

to facilitate 4G and mobile broadband. The investment in

fibre allows MTN Nigeria to monetise excess capacity and

share infrastructure with other operators. Besides voice

telephony, the Company provides a communication and

network backbone which supports financial services,

education, energy, media and entertainment as well as

mobile money and digital opportunities.

MTN Nigeria is a subsidiary of MTN International

(Mauritius) Limited, with the ultimate parent company

being South Africa based MTN. Established in 1994,

MTN has developed into a leading emerging markets

cellular telecommunication services provider with

operations in 21 countries in Africa and Middle East. The

Group provides strong support for MTN Nigeria in

technology innovation, brand management, procurement

and corporate governance. MTN has national and

international scale ratings of Aa3 and Ba1 respectively

from Moody’s (January 2019), and AA and BB+ on

respectively from Fitch (February 2019). MTN Nigeria is

operationally integral to the Group, accounting for 28% of

the subscriber base (FY18) and around a third of revenue

and EBITDA.

Operating environment

The Telecommunication industry in Nigeria is highly

regulated. A number of regulatory issues impacted the

Company’s credit risk profile over the period under

review, with the latest being an allegation by the Central

Bank of Nigeria (“CBN”), in August 2018, that MTN

Nigeria had illegally repatriated USD8.1bn in dividends

between 2007 and 2015. The matter was subsequently

resolved through a confidential agreement and payment of

USD52.3m (being a notional reversal of private placement

proceeds relating to certificates of capital importation

issued without final regulatory approval). This follows a

May 2018 tax dispute, wherein the Attorney General of the

Federation ordered MTN Nigeria to remit unpaid taxes of

USD2bn alleged to be tax arrears on imported equipment

and payments to suppliers. MTN Nigeria contends that it

1 (65.6m) of GSM subscribers, although the Company’s own data places this lower at 60.3m

subscribers (37% market share), with the difference being that MTN Nigeria excludes

subscribers whose only activity was incoming SMS/voice (with no recharge).

is not in default, however, the Company is seeking legal

resolution of the matter.

In addition, the recent domestic listing3 was a commitment

made as part of the settlement for failure to disconnect 5.2

million unregistered SIM cards per an NCC deadline. A

fine of just over N1trn was reduced to N330bn, with the

Company having settled the full amount over a three-year

period, with the final instalment of N55bn paid at end-May

2019.

Economic overview

Real GDP growth improved to 1.9% in 2018 (2017: 0.8%),

supported by improvements in the non-oil sector (mainly

agriculture, information communication technology,

transport support services and manufacturing). However,

growth was constrained by the resurgence of Boko-Haram

attacks in the North-East, clashes between herdsmen and

farmers, and the uncertain domestic political environment.

Moreover, heightened capital outflows due to rising yields

in the United States and United Kingdom were

experienced. As a positive, the inflation rate declined from

a high of 18.7% in January 2017 to 11.4% in April 2019

(March 2019: 11.3%). This has been supported by tight

monetary policy. While the monetary policy rate had been

flat at 14% since July 2016, it was recently reviewed

downward to 13.5%.

Much of the first half of 2019 has been dominated by the

elections. As such, significant policy changes and

implementation are only expected in the second half. Most

corporates are generally expected to register constrained

earnings performance in 1H 2019, before the level of

economic activity picks up in the second half. This level

is, however, dependent on a peaceful post-election

environment, curtailment of security challenges and

improvement within key sectors. In real terms, the nation’s

GDP increased y/y by 2% in 1Q 2019 (1Q 2018: 1.9%) but

contracted by 0.4% q/q.

Telecommunication industry overview

Telecommunication and information services contributed

9.5% of the nation’s GDP in 2018 (2017: 8.7%). The

industry is broadly divided into the Fixed and Mobile

segments, with four GSM operators being licenced in

Nigeria namely MTN Nigeria, Airtel Nigeria Limited,

Globacom Limited (“Glo”), and 9mobile.

Table 1: Industry

statistics - GSM

subscribers

February 2019

Subscriber base

(millions) Percentage (%)

MTN Nigeria 65.6 37.8

Globacom 46.0 26.5

Airtel 45.0 26.0

9mobile 16.7 9.7

Total 173.3 100.0

MTN Nigeria is classified as a dominant operator in the

mobile voice segment, and as joint dominant operator in

the upstream segment with Glo. Certain asymmetric

requirements were introduced for dominant operators,

which prevent MTN Nigeria from using its leading

2 with services deployed across 223 cities and more than 10,000 villages and communities

throughout the 36 states of Nigeria and Abuja. 3 20.35billion shares of 2k each were listed on the local bourse at N90 each, placing the

value of the Company at around N1.8trn at the time of listing.

Page 3: MTN Nigeria Communications Plc - FMDQ Group

Nigeria Corporate Analysis | Public Credit Rating Page 3

subscriber base to subsidise on-net tariffs at levels lower

than the interconnect rate. In addition, MTN Nigeria’s

pricing plans and promotions have to be approved by the

NCC. Industry revenue is largely prepaid and there has

been stability in voice tariffs due to the price floor

established by the NCC. While pricing for the fast-

growing data segment is still unregulated, the considerable

regulatory oversight constrains the sector risk profile. In

addition, to regulatory limitations, pricing power in the

sector is also constrained by competitive pressure, while

players have to contend with substantial costs of capital

accumulation, technological changes and disruption.

Nonetheless, favourable demographics and relatively low

mobile penetration underpins strong prospects for the

Nigerian telecoms industry. Emerging spectrum trading,

active network sharing and higher broadband penetration

should boost industry growth in the long term.

The NCC allocates frequency licences to mobile network

operators (“MNOs”) based on successful bids and/or

pricing regulations, subject to annual renewal, with the

average tenor of a licence being five-10 years. Spectrum

licence fees usually run into billions of naira and are based

a range of parameters, with a five-year, 2GHz licence in a

Tier 1 region, for example, costing up to N36bn. An annual

operating levy of 2.5% of a MNO’s audited net revenue is

payable to NCC within 90 days after the end of the first

year of the licence and thereafter quarterly payments based

on the licensee’s assessed net revenue.

In order to enhance operational efficiency, MTN Nigeria

transferred mobile network towers to INT Towers during

FY14 and FY15. Under the terms of the agreement, the

towers were transferred at net book value, with 70% of

tower infrastructure transferred. MTN Nigeria will be the

anchor tenant for an initial period of 10 years, renewable

for further five-year terms. INT Towers is wholly-owned

by IHS Holding, in which MTN has a 29% stake. While

this allowed MTN Nigeria to monetise value in its tower

infrastructure, foreign exchange risk remains inherent in

the operating structure, as c.65% of the lease costs are

indexed to N/USD exchange rate.

Corporate governance and shareholding structure

MTN Nigeria’s corporate governance structure complies

with the relevant requirements of the Companies and

Allied Matter Act and the NCC’s Code of Corporate

Governance for Telecommunications Sector. The Board of

Directors comprises one executive director and 13 non-

executive directors. Management has indicated that the

Company is in the process of appointing a second

executive director to comply with NCC requirements.

Board members have very extensive experience covering

diverse sectors of the economy. MTN has a combined

78.8% stake in MTN Nigeria, while Nigerian investors

own 19.4%. The remainder is held by the South African

Government Employees Pension Fund. MTN Nigeria has

a solid management team with a mix of local and

international expertise.

4 Airtime, subscription, interconnect and roaming fees are collectively referred to as

‘Voice’

Table 2: Corporate governance summary

No. of directors 14

Independent non-executives 2

Non-independent non-executives 11 (Including the Chairman)

Executives 1 (The Managing Director)

Frequency of meetings Minimum of quarterly.

Board committees

Audit, Risk Management and Compliance

Committee; Nomination and Governance

Committee; Remuneration, Human Resources and

Social and Ethics Committee

Internal control & compliance Yes, independent reports to Audit and Risk

Committee.

External auditor PricewaterhouseCoopers issued clean audits for all

years under review.

Earnings diversification

Airtime and subscription4 has historically accounted for

over 60% of revenue (five-year average: 65%). Although,

the rapid growth in data is expected to see its contribution

rise to c.50% in the long term, from 16% in FY18. MTN

Nigeria is well positioned to provide 4G services with its

wider range of spectrum holdings versus peers, leveraging

an extensive infrastructure/subscriber base. Concentration

risk is inherent in the large trade partner profile, with 45

entities contributing 75% of total sales. As such, MTN

Nigeria intends to extend its reach to include selling

directly to retailers and end-users (through digital

channels).

Table 3: Revenue

diversification

Revenue (N’m) Revenue contribution (%)

FY17 FY18 FY17 FY18

Airtime and subscription 556,577.8 676,381.4 62.7 65.1

Data 116,798.3 165,169.4 13.2 15.9

Short message service 12,622.5 14,270.4 1.4 1.4

Interconnect and roaming 103,566.9 107,182.7 11.7 10.3

Digital 69,410.5 40,706.1 7.8 3.9

Value Added Service 24,015.7 30,540.5 2.7 2.9

Others (handset,

accessories and other rev.) 4,188.8 4,867.5 0.5 0.5

Total 887,180.5 1,039,117.8 100.0 100.0

Financial performance

A five-year financial synopsis and the unaudited three-

month interim results to March 2019 are appended to this

report, while commentary follows.

Table 4: Income

statement (N'm) FY17 FY18 1Q FY18 1Q FY19 YOY %∆

Revenue 887,180 1,039,118 249,223 282,093 13.2

Gross Profit 701,263 841,827 197,813 229,137 15.8

EBITDA* 351,463 452,460 104,283 150,432 44.3

Net interest** (9,485) (18,679) (4,190.7) (21,361) 409.7

Forex & reserving (78,554) (26,092) (4,628) 1,206 n.a

Key ratios (%)

Gross margin 79.0 81.0 79.4 81.2 n.a

EBITDA margin 39.6 43.5 41.8 53.3 n.a

Capex intensity (%)‡ 23.1 20.6 22.9 18.9 n.a

*Excludes provision for regulatory fine and notional reversal of CCIs

**Excludes net forex losses ‡Capex as a percentage of revenue

Turnover continues to be sustained by a strong subscriber

base, albeit some variability has resulted historically from

macroeconomic conditions, as well as operational and

regulatory factors (including the disconnection of

unregistered subscribers). The Company gained additional

Page 4: MTN Nigeria Communications Plc - FMDQ Group

Nigeria Corporate Analysis | Public Credit Rating Page 4

6 million subscribers in FY18, translating to a 17% top line

growth to N1trn. The EBITDA margin has reflected

modest variability over the review period. GCR notes that

a part of the distortion in reported EBITDA margin

historically had to do with the BTS lease costs (75% of

direct network costs), although the ‘normalised margin’

was also impacted to an extent by adverse cost pressures.

The strong EBITDA margin reported in 1Q FY19 is

expected to be sustained on the back of subscriber base

growth, enhanced operating efficiencies and the growth in

data services income. Overall, MTN Nigeria’s earnings

margins are firm and in line with those of global players,

with further upside potential based on favourable

demographics.

Table 5: Industry

metrics (%)

MTN

Nigeria

AT & T

(USA)

Vodafone

(England)

China

Mobile

(China)

Etisalat

(UAE)

Vodacom

(RSA)

EBITDA margin* 43.5 35.9 31.6 37.4 49.4 38.1

Op. margin 27.4 15.3 11.2 16.5 24.5 28.1

Net int. cover (x) 15.2 3.3 13.4 n.a 22.3 11.5

Capex intensity 20.6 12.2 17.5 26.1 14.0 15.7

*Based on reported EBITDA

Source: Financial statements, FY18

The Company’s net foreign exchange losses moderated to

N26.1bn in FY18, from N78.6bn in FY17 due to stable

exchange rates and ongoing measures to reduce foreign

currency debt exposure below 40% of debt. After

accounting for net foreign exchange loss and other

expenses, NPBT more than doubled to N221.3bn in FY18

but remained within historical high levels.

Cash flows

Cash generation has been robust and has trended in line

with EBITDA, barring adjustments for unrealised losses,

impairments and other provisions. Cash generated by

operations rose by around N89bn to N445.9bn in FY18,

and further by an annualised 37% as at 1Q FY19. MTN

Nigeria is expected to continue to reflect a well-controlled

working capital cycle, barring shocks such as currency

shortages (which led to a large release in FY16 for

example) Typically, trade partners purchase stock for cash

or on a seven-day credit term. As such, trade debtors have

accounted for less than 5% of revenue over the review

period. However, average trade debtors’ days are pushed

out to a maximum of 15 days. Technical partners, service

providers as well as intercompany transactions are settled

in 30 days, helping to optimise the cash conversion cycle.

Overall, the variability in operating cash flow arising from

fines is a concern, while the Company’s cash generative

capability is expected to continue to be checked somewhat

by market sensitivities to currency movements and the

industry’s inherent reliance on a high component of

imported capex.

To maintain its market leadership, the Company has made

significant investments in network infrastructure, and

information systems over the review period, with capex

intensity having averaged 20% between FY14 and FY18.

Total capex spend between FY14 and FY18 amounted to

N853.5bn and was largely financed by internally

generated cash. This was followed by a N53.4bn outlay in

5 In line with requirements of the newly adopted IFRS 16 on leases

1Q FY19, with the bulk of the spend relating to network

assets. The immediate capex plan is focused on network

infrastructure (including 4G roll and network

enhancement), with capex intensity anticipated to be

moderate in the medium term. As most of the capex will

be debt financed, this, along with an aggressive dividend

policy, may place pressure on the ratings.

MTN Nigeria distributed around 80% of net income as

dividends, with payments totalling N502.3bn over the

review period. GCR expects MTN Nigeria to have the

flexibility to reduce its dividend payout ratio, otherwise it

could negatively impact our assessment of leverage and

liquidity, which is currently considered to be conservative.

According to management, MTN Nigeria’s target

dividend payout ratio is 80% but will take investment

plans, loan covenants, business outlook, tax regulations

and other factors into consideration.

Funding profile

Table 6: Funding

profile (N’m) FY16 FY17 FY18 1Q FY19

ST debt 100,054.3 119,820.2 143,875.9 153,958.1

LT debt 189,783.3 135,544.9 31,438.3 601,060.0

Total debt* 289,837.6 255,365.1 175,314.2 755,018.1

Cash (146,369.0) (89,565.0) (53,011.7) (54,351.1)

Net Debt 143,468.6 165,800.1 122,302.5 700,667.0

Key ratios (%):

Total debt: EBITDA 73.2 72.7 38.7 125.5

Net debt: EBITDA 36.2 47.2 27.0 116.4

EBITDA: net int. (x) 37.1 24.2 9.6 7.0

Cash: ST debt (x) 1.5 0.7 0.4 0.4

*Includes lease obligations in 1Q FY19 as per IFRS 16 on leases

At 3Q FY18, over 70% of loans were due for repayment

within a 12-month period. In this regard, management

obtained a N200bn seven-year syndicated loan from a

consortium of 12 Nigerian banks, in August 2018. During

1Q FY19, the Company made a drawdown of N100bn

from the local currency medium term facility for working

capital, debt refinancing and capex.

The Company also reported obligations under finance

lease of N503.2bn5 (and an opening balance adjustment of

N515.3bn termed Right of Use Assets and classified under

fixed assets). Consequently, net debt increased

significantly by N578.4bn at 1Q FY19 (inclusive of the

reported lease obligations), while the total obligation

related to drawn facilities amounted to N252bn. MTN

Nigeria intends to float a N100bn Commercial Paper

Programme during 2Q FY19 to finance working capital.

In May 2019, MTN Nigeria signed a N200bn syndicated

term loan contract with a consortium of seven banks. The

loan has a two-year principal moratorium and seven-year

tenor and will be committed towards capex and working

capital requirements. MTN Nigeria is shifting towards

local currency denominated debt to reduce exposure to

foreign currency risk and mitigate its exchange rate

exposure. However, in view of the hard currency

Page 5: MTN Nigeria Communications Plc - FMDQ Group

Nigeria Corporate Analysis | Public Credit Rating Page 5

exposures and sizeable import requirements of the

industry, the risk is expected to remain high.

Table 7: Debt profile Loan

type

Currency Interest

rate

(%)*

FY18

(N'bn)

1Q

FY19

(N’bn)

Maturity

Facility D - local

banks

Syndicate

d term

loan

NGN 15 85.3 86.3 Nov. 2019

Facility E – First Rand

Bank and two others

Syndicate

d term

loan

USD 4 9.9 9.7 Apr. 2019

Facility F1 and F3 -

KFW equipment

financing facility

Export

credit

facility

USD 3 8.9 4.4 Aug. 2019

Facility F2 – KFW

equipment finance

Export

credit

facility

USD 2 5.9 2.9 Aug. 2019

Facility G - Chinese

banks syndicated

equipment finance

Export

credit

facility

USD 5 9.0 5.9 Dec. 2019

Facility J and J1 -

Credit Suisse

Buyers

credit term

loan

USD 8 27.0 25.1 Feb/June

2022

Facility H- KFW/

Citi Bank

Buyers

credit

term loan

USD 3 21.2 17.7 Mar. 2022

Local Banks Loan

Import

finance

facility

NGN 6.5 8.1 - 6 months

revolving

Facility M- Local

Banks Commercial

Syndication Loan

syndicated

term loan NGN 15 - 100.0 Jul. 2025

Total 175.3 251.8

*All the loans (except facility F2) carry floating interest rates which are benchmarked

against NIBOR or LIBOR as applicable.

The earnings based gearing metric remained conservative

at 1.2x at 1Q FY19 and is expected to trend within range

for the ratings, over the rating horizon. While MTN

Nigeria has historically earned substantial interest

income, supporting robust debt service, it has had to

contend with the rising cost of funding amidst continued

contraction of hitherto sizeable liquid assets. Thus, the

cash debt service declined to 24.2x in FY18 (FY17:

37.1x). Including the cost related to leases, cash interest

cover is misaligned to the very conservative gearing, and

is much more vulnerable to sensitivities arising from

changes in the debt profile and/or EBITDA. Operating

cash flow coverage of interest bearing debt also remains

robust, at well over 1.5x at FY18, although this will be

tested by the extent to which management will leverage

its infrastructure spend over the medium term.

In respect of liquidity, MTN Nigeria presently has a local

currency loan limit of N729.3bn and a global USD loan

limit of around USD825m. Of this, committed and

unutilised balances are N200bn (in local currency loans)

and USD40m. Accordingly, committed unutilised

facilities and unrestricted cash covered interest bearing

debt and capital commitments above 1x in 1Q FY19.

GCR expects the Company to maintain coverage of at

least 1.3x over the next 12 months (including full

coverage of the commercial paper).

Page 6: MTN Nigeria Communications Plc - FMDQ Group

Nigeria Corporate Analysis | Public Credit Rating Page 6

MTN Nigeria Communications Plc

(Naira in millions except as noted)

Present Year end: 31 December 2014 2015 2016 2017 2018 1Q 2019‡

Statement of comprehensive income

Turnover 824,806.8 807,448.8 793,673.0 887,180.5 1,039,117.8 282,092.9 EBITDA* 484,791.8 443,490.0 396,156.5 351,462.8 452,460.4 150,432.4 Depreciation (150,418.6) (140,407.2) (143,738.9) (150,466.6) (167,862.7) (56,563.9) Operating income* 334,373.2 303,082.7 252,417.6 200,996.2 284,597.7 93,868.4 Net finance chargeso (27,385.1) (18,782.9) (14,558.1) (9,485.0) (18,679.0) (21,360.7) Other gains/losses inc. fair value movements (10,938.9) (11,991.1) (91,140.5) (78,554.1) (26,092.1) 1,206.2 Other operating income/expense including fine** (5,442.8) (284,643.7) (20,067.8) (5,067.5) (18,484.0) (3,617.6) NPBT 290,606.4 (12,334.9) 126,651.2 107,889.7 221,342.6 70,096.3 Taxation charge (81,579.5) (67,955.0) (37,850.9) (26,819.4) (75,656.7) (21,654.9) NPAT 209,026.9 (80,289.9) 88,800.3 81,070.2 145,685.9 48,441.4

Statement of cash flows Cash generated by operations 524,084.6 530,027.1 149,821.1 357,305.6 445,905.8 151,698.7 Utilised to increase working capital 1,140.0 10,448.2 286,543.6 (72,336.6) (8,418.0) (34,265.4) Net interest paid (25,815.3) (36,249.9) (28,692.4) (36,264.2) (22,420.1) (20,740.4) Regulatory fine paid 0.0 0.0 (80,000.0) (30,000.0) (110,000.0) (55,000.0) Taxation paid (66,743.9) (90,177.1) (80,258.8) (58,876.8) (21,607.4) 0.0 Cash flow from operations 432,665.4 414,048.4 247,413.4 159,828.0 283,460.3 41,693.0 Maintenance capex‡ (139,362.5) (127,825.8) (143,738.9) (150,466.6) (167,862.7) (53,372.8) Discretionary cash flow from operations 293,302.9 286,222.5 103,674.5 9,361.4 115,597.6 (11,679.8) Dividends paid (238,860.8) (101,828.9) 0.0 (50,000.0) (38,612.6) (73,000.0) Retained cash flow 54,442.1 184,393.7 103,674.5 (40,638.6) 76,985.1 (84,679.8) Net expansionary capex 0.0 0.0 (23,440.2) (54,543.1) (46,282.3) 0.0 Investments and other (36,435.5) (174,379.2) (47,612.2) 92,990.9 9,882.9 19,160.1 Proceeds on sale of assets/investments 44,028.5 49,673.0 2,137.6 551.1 652.5 210.5 Shares issued/Deposit for share 0.0 0.0 0.0 0.0 0.0 0.0 Cash movement: (increase)/decrease (61,289.6) 5,164.8 57,184.2 58,013.4 38,698.7 (1,414.8) Borrowings: increase/(decrease) (745.4) (64,852.3) (91,944.0) (56,373.6) (79,936.8) 66,724.0 Net increase/(decrease) in debt (62,035.0) (59,687.5) (34,759.8) 1,639.8 (41,238.2) 65,309.2

Statement of financial position Ordinary shareholders interest^ 171,161.8 (20,973.0) 68,153.0 102,835.9 209,336.3 184,771.6 Outside shareholders interest 0.0 0.0 0.0 0.0 0.0 0.0 Pref shares and conv debentures 0.0 0.0 0.0 0.0 0.0 0.0 Total shareholders' interest 171,161.8 (20,973.0) 68,153.0 102,835.9 209,336.3 184,771.6 Short term debt 63,794.2 86,405.0 100,054.3 119,820.2 143,875.9 153,958.1 Long term debt 329,672.9 250,479.7 189,783.3 135,544.9 31,438.3 601,060.0 Total interest-bearing debt 393,467.1 336,884.7 289,837.6 255,365.1 175,314.2 755,018.1 Interest-free liabilities 412,448.2 666,961.6 658,799.5 601,390.8 547,073.0 497,555.9 Total liabilities 977,077.0 982,873.3 1,016,790.1 959,591.8 931,723.6 1,437,345.6 Fixed and intangible assets (licence and software) 548,257.9 577,184.7 626,142.3 701,024.9 716,375.6 1,238,053.6 Investments and other 27,014.4 26,882.6 26,862.9 17,150.5 19,493.0 16,052.6 Cash and cash equivalent 207,654.2 200,674.3 146,369.0 89,565.0 53,011.7 54,351.1 Other current assets 194,150.5 178,131.7 217,415.9 151,851.5 142,843.2 128,888.2 Total assets 977,077.0 982,873.3 1,016,790.1 959,591.8 931,723.6 1,437,345.6

Ratios Cash flow: Operating cash flow : total debt (%) 110.0 122.9 85.4 62.6 161.7 22.1 Discretionary cash flow : net debt (%) 157.8 210.1 72.3 5.6 94.5 neg

Profitability: Turnover growth (%) 3.9 (2.1) (1.7) 11.8 17.1 8.6 Gross profit margin (%) 80.5 79.4 76.5 79.0 81.0 81.2 EBITDA : revenues (%)* 58.8 54.9 49.9 39.6 43.5 53.3 Operating profit margin (%) * 40.5 37.5 31.8 22.7 27.4 33.3 EBITDA : average total assets (%) 61.1 57.2 47.9 40.5 51.7 53.2 Return on equity (%) 112.3 neg 376.4 93.0 93.3 98.3

Coverage: Operating income : gross interest (x) 6.6 5.4 5.8 4.0 7.0 3.7 Operating income : net interest (x) 12.2 16.1 17.3 21.2 15.2 4.4

Activity and liquidity: Trading assets turnover (x) 1,062.1 1,744.0 neg neg neg neg Days receivable outstanding (days) 9.9 11.2 8.2 5.2 5.1 5.3 Current ratio (:1) 1.1 0.9 0.7 0.4 0.3 0.3

Capitalisation: Net debt: equity (%) 108.6 neg 210.5 161.2 58.4 379.2 Total debt: equity (%) 229.9 neg 425.3 248.3 83.7 408.6 Net debt: EBITDA (%) 38.3 30.7 36.2 47.2 27.0 116.4 Total debt: EBITDA (%) 81.2 76.0 73.2 72.7 38.7 125.5

‡Depreciation used as a proxy for maintenance of capex expenditure.

*Excluding provision for regulatory fine **Includes provision for regulatory fine of N275.1bn in FY15, write-back of N20.3bn in FY16 and payment of N19.2bn to CBN in FY18 oExcluding net foreign exchange loss

^net of goodwill ‡three-month unaudited management accounts to March 2019

Page 7: MTN Nigeria Communications Plc - FMDQ Group

Nigeria Corporate Analysis | Public Credit Rating Page 7

Appendix 1 – Details of MTN Nigeria’s licences

*2G, 3G, 4G all refer to the generation of the technology being used for communication. These technologies were developed to take advantage of different spectrum bands.

**MTN may choose not to renew any of the licences provided 12 months advance notice is given to the NCC

^Annual licence fees for spectrum licences are based on frequency regulation pricing formula ∞Renewal fees for the 800MHz spectrum will be based on the frequency fees and pricing regulation in force at the time of renewal

Visafone 800MHz Licence On 31 December 2015, MTN Nigeria acquired 100% share capital of Visafone Communication Limited network for N43.8bn. Although, the acquisition was authorised by NCC, the regulatory body subsequently issued a statement and clarified that the transfer of shares of Visafone to MTN did not automatically mean the transfer of the subsidiary’s 800MHz spectrum licence citing Section 38 of Nigeria Communications Act, 2003. Following protracted engagements with the regulator, NCC held a Public inquiry on the matter in June 20186, and has recently (in April 2019) approved the transfer of the 800MHz spectrum to MTN Nigeria. This positive development should enhance the Company’s market leadership, as its large subscriber base can now have the benefit of the spectrum. The Company expects that its 4G/LTE coverage will reach 24 states in Nigeria by end 2019.

6 Competitors were opposed to the transfer citing that the spectrum would create stronger dominance and monopoly

Details of MTN Nigeria’s

licences Cost Date of Grant

Licence

Tenor(years) Expiry Date Renewal Options/terms Characteristics/uses

Digital Mobile Licence (now

extended as 900MHz &

1800MHz Spectrum Licences)

N20.72bn 1 September 2016 4 31 August 2021 2 extensions secured:

- 10th February 2015 to

31st August 2016 (N2.2bn

paid)

- 1st September 2015 to

31st August 2021

(N18.6bn paid)

- Operational licence and Spectrum

Licence;

- Authorises 2nd generation mobile

services

-Mobile voice/SMS, basic data

(GPRS).

Unified Access Service Licence

(UASL)

N114.6m 1 September 2006 15 31 August 2021 Initial 10-year tenor

5-year extension secured

in 2007 to match tenure of

2GHz Spectrum licence

(3G)

-Operational licence and Spectrum

licence

-Authorises 2nd Generation mobile

services

- Mobile voice/SMS, basic data

(GPRS)

2GHz Spectrum Licence (3G) USD150m 1 May 2007 5 30 April 2022 Automatic renewal by

NCC in the 1st instance;

further renewals

discretionary

- Spectrum Licence for 3rd generation

(3G) services

-Enables high-speed data services

(voice/video calls, live data streaming

etc.)

International Submarine Cable

& Landing Station Licence

(WACS)

USD220.5m 1 January 2010 20 31 December 2030 Eligible for renewal for 10

years at NCC’s discretion

-Authorises MTN to set up and

maintain a landing station for

transmission of international traffic

-Authorises carriage of both MTN/3rd

party traffic

800MHz Spectrum Licence -

Visafone acquisition

USD220m 1 January 2015 10 31 December 2030 Eligible for renewal for 10

years at NCC’s discretion

-Spectrum licence for 4th Generation

4G/LTE) services

-Broadband spectrum

-Enables voice calls over IP-based

networks, Video calling, streaming

and downloading etc

Pay TV Digital Terrestial TV

Broadcasting Services (with

700MHz Spectrum)

USD171m

(N34.1bn)

12 August 2015 10 11 August 2025 Initial term of 5 years with

an additional term of 5

years subject to renewal

formalities

Licence has been regularised for

provision of telecommunication

services

2.6GHz Spectrum N18.9bn 1 August 2016 10 31 July 2026 Eligible for renewal Spectrum licence for 4th Generation

4G/LTE) services

-Broadband spectrum

-Enables voice calls over IP-based

networks, Video calling, streaming

and downloading etc

Page 8: MTN Nigeria Communications Plc - FMDQ Group

Nigeria Corporate Analysis | Public Credit Rating Page 8

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