Notes to the Group financial statements l Note 5.2

5.2 Intangible assets and goodwill
 

Goodwill

Goodwill is measured at cost less accumulated impairment losses and is not amortised but tested for impairment annually.

As the functional currencies of MTN Sudan Company Limited and MTN Syria (JSC) are currencies of hyperinflationary economies, goodwill relating to these subsidiaries is restated by applying the change in the general price indices from the date of acquisition to the current reporting date.

Goodwill arising on the acquisition of subsidiaries is included in intangible assets. Goodwill arising on the acquisition of an associate or joint venture is included in “investment in associates and joint ventures”, and is tested for impairment as part of the overall balance.

Gains or losses on the disposal of an entity include the carrying amount of goodwill allocated to the entity sold.

The Group annually reviews the carrying amounts of intangible assets with indefinite useful lives for impairments. The recoverable amounts of the assets are estimated in order to determine the extent, if any, of the impairment loss.

Intangible assets with finite useful lives

The Group’s intangible assets with finite useful lives are as follows:

  • licences;
  • customer relationships;
  • computer software; and
  • other intangible assets.

Intangible assets with finite useful lives are measured at historical cost less accumulated amortisation and impairment losses. Intangible assets acquired through business combinations are initially shown at fair value and are subsequently carried at the initially determined fair value less accumulated amortisation and impairment losses. The initial cost incurred in respect of licences is capitalised. Contingent licence fees are expensed as they are incurred.

As the functional currencies of MTN Sudan Company Limited and MTN Syria (JSC) are currencies of hyperinflationary economies, intangible assets relating to these subsidiaries are restated by applying the change in the general price indices from the date of acquisition to the current reporting date.

Amortisation is calculated on a straight-line basis to write off the cost of intangible assets over their estimated useful lives. Amortisation relating to MTN Sudan Company Limited and MTN Syria (JSC) is based on the restated amounts, which have been adjusted for the effects of hyperinflation.

Useful lives are reviewed on an annual basis with the effects of any changes in estimate accounted for on a prospective basis. The residual values of intangible assets are assumed to be zero.

The basis for determining the useful lives for the various categories of intangible assets is as follows:

Licences

The useful lives of licences are determined primarily with reference to the unexpired licence period.

Customer relationships

The useful life principally reflects management’s view of the average economic life of the customer base and is assessed by reference to factors such as customer churn rates. An increase in churn rates may lead to a reduction in the estimated useful life.

Software

The useful life is determined with reference to the licence term of the computer software. For unique software products controlled by the Group, the useful life is based on historical experience with similar assets as well as anticipation of future events such as technological changes, which may impact the useful life.

Other intangible assets

Useful lives of other intangible assets are based on management’s estimates and take into account historical experience as well as future events which may impact the useful lives.

The estimated useful lives of intangible assets with finite useful lives are as follows:

  2015
Years
  2014
Years
 
Licences 3 – 20   3 – 20  
Customer relationships 5 – 10   5 – 10  
Software 3 – 6   3 – 6  
Other intangible assets 3 – 10   3 – 10  

The gain or loss arising on the disposal or retirement of an intangible asset is included in profit or loss.

Costs associated with maintaining intangible assets are recognised as an expense as incurred. Costs that are directly associated with the production of identifiable intangible assets controlled by the Group, and that will probably generate economic benefits, are capitalised when all criteria for capitalisation are met.

Expenditure that enhances or extends the performance of intangible assets beyond their original specifications is recognised as a capital improvement and added to the original cost of the assets. Expenditure on research activities is recognised as an expense in the period in which it is incurred.

Determination of fair values

The fair value of customer relationships acquired in a business combination is determined using the multi-period excess earnings method, whereby the subject asset is valued after deducting a fair return on all other assets that are part of creating the related cash flows.

The fair value of patents and trademarks acquired in a business combination is based on the discounted estimated royalty payments that have been avoided as a result of the patent or trademark being owned.

The fair values of all other intangible assets acquired in a business combination applicable to the Group are based on the discounted cash flows expected to be derived from the use and eventual sale of the assets.

Impairment

An impairment loss is recognised in profit or loss if the carrying amount of an asset or a cash-generating unit exceeds its estimated recoverable amount. For the purpose of impairment testing, assets are grouped together into cash-generating units. The recoverable amount of an asset or cash-generating unit is the higher of its value in use and its fair value less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.

An impairment loss is subsequently reversed only to the extent that the asset or cash-generating unit’s carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised. A reversal of an impairment loss is recognised immediately in profit or loss. An impairment loss in respect of goodwill is not reversed.


  Goodwill
Rm
Licences
Rm
Customer
relationships
Rm
Software1
Rm
Other
intangible
assets
Rm
Capital
work-
in-progress
Rm
Total
Rm
Carrying amount at 1 January 2014 24 160 5 629 – 6 459 271 1 232 37 751
Additions2 844 71 816 2 144 247 1 108 5 230
Disposals – – – (204) – – (204)
Re-allocations – 210 – 2 197 – (2 296) 111
Amortisation for the year – (882) (31) (2 320) (18) – (3 251)
Impairment loss (2 033) – – (74) – – (2 107)
Other movements – – 11 (1) (9) – 1
Effect of movements in exchange rates3 (746) (26) (5) (137) – 1 (913)
Carrying amount at 31 December 2014 22 225 5 002 791 8 064 491 45 36 618
Comprising:              
Cost 24 258 13 841 5 212 17 023 1 134 45 61 513
Accumulated amortisation and impairment losses (2 033) (8 839) (4 421) (8 959) (643) – (24 895)
  22 225 5 002 791 8 064 491 45 36 618
Carrying amount at 1 January 2015 22 225 5 002 791 8 064 491 45 36 618
Additions2 – 8 948 3 2 860 4 1 000 12 815
Acquisitions through business combinations (note 9.4) 742 3 752 – – – – 4 494
Disposals – (163) – (87) – – (250)
Re-allocations – 217 – (498) – (783) (1 064)
Amortisation for the year – (1 136) (150) (2 439) (11) – (3 736)
Impairment loss (504) – – – – – (504)
Other movements 456 2 – (299) – 4 163
Effect of movements in exchange rates3 4 312 2 478 20 568 – (27) 7 351
Carrying amount at 31 December 2015 27 231 19 100 664 8 169 484 239 55 887
Comprising:              
Cost 29 768 29 512 5 360 17 992 1 137 239 84 008
Accumulated amortisation and impairment losses (2 537) (10 412) (4 696) (9 823) (653) – (28 121)
  27 231 19 100 664 8 169 484 239 55 887
1 Included in software are leased assets with a carrying amount of R742 million (2014: R733 million).
2 Included in additions are capitalised borrowing costs of R43 million (2014: R45 million). The capitalisation rate for the year was 8,6% (2014: 8,6%).
3 Includes the effect of hyperinflation.
5.2.1 Goodwill
 

A summary of the goodwill allocation and related assumptions applied for impairment testing purposes are presented below:

  2015   2014  
  Growth
rate
%
Discount
rate
%
Carrying
amount
Rm
  Growth
rate
%
Discount
rate
%
Carrying
amount
Rm1
 
MTN Côte d’Ivoire S.A. 3,0 18,2 3 064   2,5 12,2 2 599  
Scancom Limited (MTN Ghana) 7,4 21,9 6 905   7,5 19,5 6 008  
MTN Sudan Company Limited 5,2 23,7 1 190   10,0 32,6 444  
MTN Yemen 8,0 34,2 4 018   7,1 26,2 2 883  
MTN Afghanistan Limited 5,0 19,2 1 656   5,0 19,2 1 421  
MTN Uganda Limited 5,0 18,5 743   5,0 17,2 676  
MTN Congo S.A. 2,5 14,2 1 035   2,7 11,6 860  
MTN Syria (JSC) 6,0 29,0 249   6,5 25,7 126  
MTN Cyprus Limited 1,9 11,6 902   2,0 9,9 726  
Spacetel Benin SA 2,8 15,2 1 388   2,8 14,2 1 150  
Areeba Guinea S.A. 5,0 27,2 490   5,9 17,0 793  
Mobile Telephone Networks Proprietary Limited (South Africa) 5,5 16,3 2 287   5,9 13,4 2 287  
Afrihost Proprietary Limited 5,5 16,3 319   5,9 13,4 319  
Lonestar Communications Corporation LLC (Liberia) 6,4 16,4 400   5,0 16,4 287  
MTN Rwandacell 5,0 16,0 449   5,0 14,6 370  
MTN Nigeria Communications Limited (Visafone) 7,0 20,6 742   – – –  
MTN Zambia 5,0 12,9 231   5,0 17,8 298  
Spacetel Guinea-Bissau SA 3,0 11,2 375   2,0 13,4 310  
Other     788       668  
Total     27 231       22 225  

Goodwill is tested annually for impairment. The recoverable amounts of CGUs were determined based on value-in-use calculations. The calculations mainly used cash flow projections based on financial budgets approved by management covering a three to 10-year period. Management is confident that projections covering periods longer than three years are appropriate based on the long-term nature of the Group’s infrastructure and operating model. Cash flows beyond the above period were extrapolated using the estimated growth rates as mentioned above.

The following key assumptions were used for the value-in-use calculations:

  • growth rates: the Group used steady growth rates to extrapolate revenues beyond the budget period cash flows. The growth rates were consistent with publicly available information relating to long-term average growth rates for each of the markets in which the respective CGU operated. The average growth rates used ranged from 1,9% to 8,0% (2014 2,0% to 10,0%); and
  • discount rates: discount rates ranged from 11,2% to 34,2% (2014: 9,9% to 32,6%). Discount rates used reflect both time value of money and other specific risks relating to the relevant CGU.

Goodwill impairment

During the year, an impairment loss amounting to R504 million (2014: R2 033 million) was recognised relating to Areeba Guinea S.A. which forms part of the small opco cluster segment (2014: MTN Sudan Company Limited.

5.2.2 Encumbrances
 

Borrowings are secured by intangible assets of Scancom Limited (MTN Ghana) with a carrying amount of R391 million (2014: R539 million) (note 6.1).

1 Restated, refer to note 1.6.4.

5.2.3 Licences
 
Licence agreements Type Granted/
renewed
Term
Mobile Telephone Networks Proprietary Limited (South Africa) ECS licence 15/01/2009 15 years
  ECNS licence 15/01/2009 20 years
  900MHz    
  1 800MHz 1/01/2010 Renewable annually
  3G    
MTN Uganda Limited 900MHz 15/04/1998 20 years
  1 800MHz
MTN Rwandacell Limited GSM 01/07/2008 13 years
  SNO 30/06/2006 15 years
MTN Zambia Limited 900MHz 23/09/2010 15 years
  1 800MHz
  2 100MHz
MTN Nigeria Communications Limited 1 800MHz 03/11/2015 5 years
  900MHz
  3G spectrum licence 01/05/2007 15 years
  Unified access licence
(including international gateway)
01/09/2006 15 years
  WACS 01/01/2010 20 years
  WiMax 3,5GHz spectrum 2 007 Renewable annually
  Digital Terrestrial TV
broadcasting licence
12/08/2015 10 years
  800MHz 01/01/2015 10 years
  Microwave spectrum
8GHz – 26GHz
2 001 Renewable annually
Scancom Limited (MTN Ghana) 1 800MHz 02/12/2004 15 years
  900MHz
  3G 23/01/2009 15 years
  International Gateway1 08/11/2014 5 years
  Fixed access service of unified access 06/07/2015 4 years
Mobile Telephone Networks Cameroon Limited 2G 15/02/2015 15 years
  3G
  4G
MTN Côte d’Ivoire S.A. 900MHz 02/04/1996 20 years
  1 800MHz
  WiMax 2,5 – 3,5GHz 31/07/2002 20 years
  3G/UMTS 1,9/2,1GHz 31/05/2012 10 years
  Universal networks 04/01/20162 17 years
Spacetel Benin SA 900MHz 19/10/2007 25 years
  1 800MHz
  Universal licence 19/03/2012 20 years
1 Licence renewal confirmed in 2015.
2 Licence operational in 2015.

Licence agreements Type Granted/
renewed
Term
Areeba Guinea S.A. 900MHz 31/08/2005 18 years
  1 800MHz
  3G 14/08/2013 10 years
  WiMax 04/08/2014 5 years
MTN Congo S.A. 900MHz 25/11/2011 15 years
  1 800MHz 25/11/2011 15 years
  International gateway 05/02/2002 15 years
  Optical fibre licence 02/04/2010 15 years
  3G 25/11/2011 17 years
  2G 25/11/2011 15 years
  International gateway by optical fibre 03/06/2013 10 years
Lonestar Communications Corporation LLC (Liberia) Universal Telecommunication licence 04/08/2015 15 years
Spacetel Guinea-Bissau SA 900MHz 23/05/2014 10 years
  1 800MHz
  3G 17/07/2015 10 years
  4G
MTN Syria (JSC) 900MHz 29/06/2002 15 years
  1 800MHz 22/03/2007 10 years
  3G 29/04/2009 8 years
  ISP 2009 Renewable annually
  Freehold licence 01/01/2015 20 years
MTN Sudan Company Limited 2G +3G    
  Transmission    
  VSAT gateway 25/10/2003 20 years
  VSAT hub    
  VSAT terminal    
MTN Afghanistan Limited 3G unified licence 01/07/2012 15 years
MTN Yemen 900MHz1 31/07/2000 15 years
  1 800MHz 17/02/2008
MTN Cyprus Limited 900MHz    
  1 800MHz 01/12/2003 20 years
  4G (LTE) 2 100MHz    
During the year, the Group concluded negotiations on behalf of Lonestar Communications Corporation LLC (Liberia) for a universal licence. This resulted in the termination of the 900MHz, 1 800MHz, WiMax and 3G licences and the acquisition of a Universal Telecom licence with a term of 15 years with effect from 4 August 2015.
1 Renewal application lodged. Licence fees are accrued for a monthly basis.
5.2.4 Events after reporting period
 

Scancom Limited (MTN Ghana) acquisition of licence

During December 2015, Scancom Limited (MTN Ghana) was successful in its bid to obtain a 15-year 4G/LTE licence in the 800MHz spectrum band for an amount of US$67,5 million. 10% of the purchase consideration was settled before year end as part of the bidding process with the remainder settled on 27 January 2016, following which time the National Communications Authority provided MTN Ghana with provisional authorisation pending issuance of the licence.