IHS Holding Limited (IHS) Q1 2022 Earnings Report, Transcript and Summary

And welcome to the IHS Holding Limited Earnings Results Call for the 3-month period ended March 31, 2022. Please note that today's conference is being webcast and recorded. [Operator Instructions] At this time, I'd like to turn the conference over to Colby Synesael. Please go ahead, sir.

Thank you, operator. Thanks also to everyone for joining the call today. I'm Colby Synesael, the SVP of Communications here at IHS. With me today are Sam Darwish, the Chairman and CEO of IHS Towers; and Steve Howden, CFO. This morning, we published our financial statements for the 3-month period ended March 31, 2022, on the Investor Relations section of our website and issued a related earnings release and presentation. These are the consolidated results of IHS Holding Limited, which is listed on the New York Stock Exchange under the ticker symbol IHS, and which comprises the entirety of the group's operations. Before we discuss the results, I would like to draw your attention to the disclaimers set out at the beginning of the presentation document on Slide 2, which should be read in full, along with the cautionary statement regarding forward-looking statements set out in our earnings release and 6-K filed as well today. In particular, the information to be discussed may contain forward-looking statements, which, by their nature, involve known and unknown risks, uncertainties and other important factors, some of which are beyond our control that are difficult to predict and other factors which may cause actual results, performance or achievements or industry results to be materially different from any future results, performance or achievements or industry results expressed or implied by such forward-looking statements, including those discussed in the Risk Factors section of the 20-F filed with the Securities and Exchange Commission today and our other filings with the SEC. We'll also refer to non-IFRS measures that we view as important in assessing the performance of our business. Reconciliation of non-IFRS metrics to the nearest IFRS metric can be found in our earnings presentation, which is available on the Investor Relations section of our website. And with that, I'd like to turn the call over to Sam Darwish, our Chairman and CEO.

Thanks, Colby, and welcome, everyone, to our first quarter 2022 earnings results call. We had another strong quarter with revenue, adjusted EBITDA and RLFCF, all above our own internal expectations as well as consensus estimates. And we are now tracking towards the higher end of our initial 2022 revenue and adjusted EBITDA guidance before factoring in the benefit from adding in our acquisition in South Africa that we expect to close imminently. Steve will take you through the results in greater detail, but before doing so, I'm going to discuss our growth strategy, including a focus on revenue adjusted EBITDA and RLFCF; provide an overview of IHS following our recent acquisition of the GTS SP5 portfolio in Brazil and the pending MTN portfolio in South Africa; address how we are working to improve our low free float and trading liquidity, which many investors have highlighted as an issue; provide a strategic update on our LatAm business; and lastly, update you on certain sustainability or ESG initiatives. On Slide 4, the charts show our revenue, adjusted EBITDA and RLFCF results over the past 5 years that generated organic revenue growth of 18.2%; adjusted EBITDA growth of 15.1%; and RLFCF growth of 9.9% compounded annually during this time. This is meant to reflect our long and established track record of generating attractive risk-adjusted growth, including top line organic growth of 16% in 2021. We believe this attractive growth is a function of the key elements of our strategy, namely the strong demand trends in our markets, the inherent benefits of the colocation model, thoughtful and prudently financed M&A and a broadening focus on other communications infrastructure solutions, including fiber, all with a focus on driving attractive profitability, and ultimately, ROIC for our shareholders over time. The charts on Slide 5 are similar to those on Slide 4, except the focus on the past 5 quarters as opposed to 5 years. You can see we delivered strong double-digit growth for reported and organic revenue, adjusted EBITDA and RLFCF year-on-year this past quarter. Steve will discuss our results in greater detail, but I am very proud of our performance as it symbolizes the resilience of our business and contract structures in a turbulent macro environment across the globe. On Slide 6, you can see that including the approximately 5,700 towers subject to the imminent completion of our pending deal in South Africa, of course, IHS will own nearly 39,000 towers across 11 countries, making us the third largest independent multinational tower company by tower count in the world. This geographical scale helps both further diversify our revenue stream, having initially been founded as a Nigerian tower company, but also positions us in some of the largest emerging markets in the world, including the 3 largest countries in Africa by GDP: Nigeria, South Africa and Egypt. And of course, Brazil, which is the largest LatAm country by GDP. In fact, [ as you need ] a full quarter impact from GTS SP5 and MTN South Africa, our largest market, Nigeria, now accounts for approximately 64% of total revenue versus 72% a year ago and 76% just before we entered LatAm. And that's despite what continues to be an outsized growth in Nigeria. Turning to Slide 7. As I just mentioned, we have now closed the acquisition of 2,115 towers from GTS, known as SP5 in Brazil, and expect to close MTN Start Africa soon. In Egypt, numerous commercial opportunities are continuing to be discussed, but we are taking longer given the macro environment to evaluate them. Note that for the GTS SP5 portfolio, we closed the deal in mid-March and that this was already factored into guidance assuming an April 1 close; and that our 2022 guidance also now reflects the MTN portfolio in South Africa, assuming a June 1 close, as Steve will discuss shortly. We are happy with our current geographic footprint. And as we noted last quarter, our current focus on M&A is in our existing markets with a particular focus on South Africa, Brazil and Egypt, as we look to leverage our cost structures that are already in place. Even then, we intend to remain disciplined as we search for deals that we expect will create value for our shareholders. Also, with additional projects ongoing, including our carbon diesel reduction plan that I will touch on later, there are other things we are working on to further complement our already strong top line organic growth and we do not feel any pressure to chase M&A. But rather, we'll continue to look for the right deals at the right value. Before moving on to talk about our LatAm business, I want to address investor feedback regarding our low free float and trading liquidity post IPO. You may recall that our shareholder agreement with our pre-IPO shareholders is structured in a matter that enables shares held by these locked up shareholders to be released from lock-up in blocks every 6 months beginning in mid-April 2022. Although, for the first 3 blocks, any sales by such shareholders will need to be undertaken through a registered offering. While no shareholders have asked us to execute a registered offering at this time, given the current market and trading conditions, our Board Committee Subcommittee has elected to exercise its right in the shareholder agreement to waive the requirement for the first block of shares, including the MTN priority right shares to be sold via a registered offering only. This waiver applies to up to approximately 78 million shares subject to the shareholder agreement, of course, comprising 69 -- 62 million Block A shares, plus 17 million MTN priority right shares and is effective from May 17, 2022. In theory, the waiver may increase available liquidity in our traded stock, if such shareholders choose to trade their shares, of course. Although some shareholders whom we believe currently hold approximately 61 million shares of the 78 million shares are also subject to sale restrictions, given their affiliate status. Turning to Slide 8. I'd like to spend some time now providing an overview of our LatAm business where today, we are the third largest tower operator in Brazil by tower count, behind American Tower and SBA. Our LatAm team is led by Fares Nassar, who officially joined us as Head of LatAm in February 2020 after our first acquisition there. Fares has run other successful companies in LatAm and today manages a team of over 300 employees in the region from our new office in Sao Paulo, which I'd point out we just moved into, given the growing size of the team. As I alluded, we entered LatAm just over 2 years ago in February 2020 through the acquisition of Cell Site Solutions, which not only provided us with what we believe is a high-quality portfolio of towers but equally important was its strong pipeline of new sites or build-to-suit towers. Since then, we have acquired 3 other tower portfolios, including Skysites, which brought us expertise, patents and thousands of locations for urban cell deployments, which will be critical for 5G, and our most recent acquisition of GTS SP5, of course. While the first 3 portfolios were largely focused on urban markets in Brazil, including Sao Paulo, Rio and Brasilia, the GTS SP5 towers are located across a broader geography and help round out our portfolio. In addition, we acquired a 51% controlling interest in TIM Brazil's 70,000 kilometers of residential fiber business in November 2021, which we have since renamed I-Systems. I-Systems now passes 6.6 million homes and operates under an open network model where TIM serves as the anchor tenant under both a long-term master lease agreement and a contracted expansion plan. The network is located in several markets across Brazil, including Minas Gerais, Sao Paulo, Rio and pays I-Systems for each home pass as well as for each home connected with a return similar to that of the tower model. The network can also be extended to connect other locations we consider to be of value. We believe fiber will increasingly play a critical role in enabling wireless 5G services, given the need for fiber provisions front haul and backhaul to the tower, as well as the growing reliance on small cells and DAS, which also rely heavily on fiber. And that our broader neutral solution set relative to our competitors will definitely differentiate us with our MNO customers. Further, we believe there is synergy between our LatAm and African business. As for example, we apply some of our lessons learned regarding fiber in Brazil to our African markets, and as we apply some of our lessons learned regarding hybrid power solutions and power management in Africa to our LatAm markets. In total, we have invested $1.3 billion of capital for what now equates to roughly $119 million of annualized quarter 1 2022 adjusted EBITDA, assuming we had received a full quarter contribution from the GTS SP5 portfolio, or 14x adjusted EBITDA after adjusting for IFRS 16. While we leave it to the analysts and investors to determine what is the right multiple for our LatAm business today, using the implied value in other publicly traded tower companies would suggest that we have generated a high-teens IRR on our investment thus far in a period of slightly over 2 years. Lastly, I'd like to conclude my remarks on Page 9 with our sustainability strategy or what others may refer to as their ESG strategy. Sustainability is core to who we are and to our business. First and foremost, we believe that our business model is inherently sustainable and that we delivered shared infrastructure solutions in emerging markets that promote digital connectivity and inclusion and improve the life of the communities we serve. This encourages greater access to education, health care, financial services, while the infrastructure sharing reduces the environmental footprint of the telecom landscape in our geographies. There are 4 pillars to our sustainability strategy, including, one, ethics and governance; two, environment and climate change; three, education and economic growth; and fourth, our people and communities. While all 4 are equally important, I want to briefly spend the next 2 minutes talking about something we are working on with the environment and climate change pillar. It's no secret that in several of our markets, particularly Nigeria, the power grid is highly unreliable or unavailable. And therefore, part of the service that we have elected to provide our MNO customers is power, given our expertise and the upside it has historically provided us. Historically, this has been done primarily by the use of diesel-run generators, including the sourcing and delivery of diesel and the operational maintenance of the generators. Now over the time, we've added hybrid solutions, including the use of solar and battery solutions with 42% of our sites in Africa, for example, running on hybrid at the moment. While 7% use grid solar combination, 28% use only a generator, and the remaining 24% primarily used the grid with the backup generator, all as of year-end 2021. And as we discussed last quarter, in Nigeria, with one of our key customers specifically, we do own the cost of diesel, which is different than the other markets we operate in where we have more power indexation clauses. While we are proud of the improvements that we have made to reduce our diesel usage over time, we can do more. That is both the right thing to do from a sustainability perspective, but also the right thing to do from a cost savings perspective. With that said, we have begun working on a plant that we internally refer to as Project Green to identify areas where we can further reduce our consumption of diesel. Later this year, in the fall, we expect to present this plan to you, which we expect to include thoughts around how we feel we might be able to reduce the amount of diesel, over what period of time, the size of the required investment, and of course, the implied return. We believe this can generate meaningful savings. And to give you a sense of the opportunity set in 2021, we spent $225 million on diesel and another $69 million on maintaining our diesel generator. And of course, that diesel spend will be higher in 2022: as we all know, global oil prices have increased significantly. Lastly, I want to highlight that we will be publishing our 2021 sustainability report this week, our fourth sustainability report. The report aims to describe how we support the Compact's 10 principles in areas such as human rights, labor standards, the environment and anticorruption. The report also demonstrates how we map our sustainability initiatives to the United Nations Sustainable Development Goals. During 2021, we focused on quantifying our Scope 1 and 2 emissions and plan to disclose this information as part of our Project Green announcement this fall. While during 2022, we are focusing on Scope 3 with a view to publish our emissions data in our 2022 sustainability report. And with that, I will turn the call over to Steve.

Thank you, Sam, and hello to everyone. Turning to Slide 10. As Sam mentioned, the business performed well in Q1 2022. Here, you can see that our top KPIs have all increased versus Q1 2021, driven by both organic and inorganic growth across the market. In Q1 versus last year, we delivered double-digit growth in consolidated revenue, adjusted EBITDA and recurring levered free cash flow. And our adjusted EBITDA margin was 54.9%. As I will discuss shortly, our level of investment in CapEx to grow the business increased by 24% in the first quarter. And our consolidated net leverage ratio increased only slightly versus the prior year despite the significant inorganic activity, and that really given our high levels of cash generation. Slide 11 shows the components of our 23.4% reported consolidated revenue growth. Organic revenue growth of 21.5% in Q1 was driven primarily by escalators, power indexation contained within other, FX resets and lease amendments for the most part, with the escalators and FX resets together more than offsetting the negative FX impact of 3.4%. Inorganic growth was 5.3% in the quarter, primarily reflecting the Skysites and Centennial Colombia acquisitions in Q1 last year, Centennial Brazil in Q2, and I-Systems in Q4, all of last year. Turning to the segment review on Slide 12. I'll first go through our Nigeria business and then the other segments. The Nigerian macro environment in Q4 last year saw a slight improvement Q-on-Q with real GDP growth expanding by just under 4%, bringing the full year 2021 growth rate to 3.4%. Inflation decreased to 15.9% this past March versus 18.2% in March last year. The NAFEX currency rate ended the quarter at NGN 417 to the dollar, whilst FX reserves marginally decreased to $39 billion from $40 billion at December 31. The Brent crude oil price stood at approximately $101 per barrel at the end of Q1 '22, up from $61 in the same period last year. Telecommunications remains an important part of the Nigerian economy, accounting for around 12.6% of GDP in the last quarter of last year. Against this backdrop, our business once again delivered strong results in the first quarter, tracking well on our key metrics. Top line growth continues to be driven by those escalations, the FX resets, lease amendments, colocation, new sites, and with power indexation and fiber growing factors as well. Our tower count grew by over 200 sites or 1.5%, inclusive of some planned decommissioning, and we suffered de minimis churn only. Our total tenant count increased by 4.3%, and our colocation rate was up at 1.52x. Lease amendments continue to be a strong driver of growth with those increasing nearly 43% year-on-year as our customers continue to add additional equipment to our sites, particularly 4G upgrades. This improved operational performance is reflected in our Nigerian financial results. Q1 '22 revenue of $321 million increased nearly 23% year-on-year and 27% on an organic basis. Q1 '22 adjusted EBITDA in Nigeria was $203 million, an almost 13% increase from a year ago. And adjusted EBITDA margin was 63.3%. The year-on-year increase is primarily due to the revenue growth, but partially offset by an increase in power generation costs of $38 million and an increase in regulatory permit costs of $2 million. Of this $38 million power generation cost increase, $32 million is related to diesel price, with the balance related to growing consumption from more tenants and towers. Let me now summarize the results of our other segments. In SSA, towers were up almost 4% in the quarter, while tenants decreased 1.5% due to churn of nonrevenue-generating sites during 2021 that we previously disclosed. Q1 '22 revenue increased 3%, while adjusted EBITDA decreased by 3%, driven by increased power generation, regulatory permits and administrative costs that offset the increased revenue. The adjusted EBITDA margin was 54.9%. As Sam mentioned a few months ago, our LatAm segment reflects meaningful inorganic growth, which continued this quarter with the GTS SP5 acquisition. In Brazil, our second largest market with 6,786 towers, macro conditions were somewhat mixed as FX rates appreciated and inflation stabilized, but we have seen interest rates rising materially in Brazil. In our Lat Am segment, overall, towers and tenants almost doubled due to the acquisitions. And Q1 revenue and adjusted EBITDA each essentially tripled, with an adjusted EBITDA margin of 70.8%. Note that these results include a full quarter from I-Systems, which closed in November, but only a 2-week contribution from the GTS SP5 assets, which we acquired in the third week of March this year. In MENA, towers grew by nearly 23% and tenants by nearly 24% in the quarter and revenue by 28%, with adjusted EBITDA growing by 18%. In all of these cases, mainly as a result of closing further tranches of the Kuwait acquisition as well as some new site construction. The quarter adjusted EBITDA margin was 42%. Turning to Slide 13. I'll dig a little deeper into the KPIs that drove the revenue gains I just mentioned. As of the end of the quarter, our tower count was over 33,000, up almost 14% from this time last year or an increase of 4,000 towers. This was driven largely by the acquisitions in LatAm, particularly the GTS deal, which added 2,115 towers in Brazil as well as the ongoing new site construction programs there and the new site activity in Nigeria and SSA. Collectively, these new build programs accounted for most of the over 200 towers built during the first quarter, including 100 in Nigeria, 41 in LatAm and 39 in SSA. Total tenants grew just over 12% year-on-year to 49,643 with the colocation rate at 1.49x, down by 0.02x versus last year. Two things we continue to point out related to the colocation rate, which we define as total tenants across the portfolio divided by total towers. Firstly, lease amendments, which we know are a significant factor in Nigerian segment, these are not included in our colocation rates. And secondly, when you're a significant acquirer and builder of towers as we are, then you're typically adding to the denominator period-on-period, even as we continue to lease up our portfolio. For example, our recent GTS acquisition in Brazil had a colocation rate of 1.4x. And therefore, lower at inception than our overall portfolio average. We continue to see no reason why we can't get to 2x or greater on our overall portfolio over the long term, and our more mature portfolios of towers are at or above that rate already. Lease amendments increased by approximately 40% year-on-year as our customers added equipment to their sites, as we mentioned, particularly 4G. On Slide 14, you can see our consolidated revenue, adjusted EBITDA and adjusted EBITDA margins. In the quarter, IHS delivered 20% plus reported in organic growth from a revenue perspective as Q1 reported revenue of $446 million grew by 23% and organic revenue growth was nearly 22%. It was another strong quarter to top line growth, led by Nigeria and LatAm. Overall, we continue to grow well in line with our stated objectives of seeking double-digit revenue growth on an annual basis. In addition, as we have shown the quarterly revenue trend here, I would point out the $24 million of additional nonrecurring revenue from Q2, in last year in 2021, both as it relates to what the quarterly growth trend would look like without that revenue and with respect to the comparison that we'll be reporting next quarter on our Q2 call. Regarding our adjusted EBITDA and adjusted EBITDA margins this quarter, we were pleased with our double-digit growth on a reported basis. Adjusted EBITDA in the quarter of $245 million, a 14% increase, and adjusted EBITDA margin was 54.9%, down from 59.5% last year, although as we had forecasted. The increase in adjusted EBITDA primarily reflects the increase in the revenue we've discussed, and partially offset with year-on-year increases in power generation costs as well as SG&A associated with being a public company. Power generation costs increased by $39 million across the group, primarily in our Nigerian segment, due to an 86% higher U.S. dollar-denominated cost of diesel as well as a 17% year-on-year increase in overall consumption resulting from increased tenant and lease amendment activity. However, these increased costs were partially offset by a $12 million increase from power indexation revenue year-over-year. We continue to mitigate the pressure of increase in oil prices by forward buying where possible, looking at both international and local suppliers as well as prioritizing alternative sources of power to reduce the dependency on diesel. As a reminder to all, we have previously guided to an increase in the assumption on oil per barrel cost in Q2 2022, rising to $120 per barrel. So this may well flow through into our adjusted EBITDA and margin next quarter, and you'll see those when we report in the summer. On Slide 15, we review our recurring levered free cash flow, which we report in a manner consistent with our U.S. peers. We generated RLFCF of $87 million in the quarter, an increase of $16 million or 23% versus last year, primarily due to a combination of factors, i.e., the increase in revenue and EBITDA as well as decrease in interest paid due to a change in timing of bond coupon payments post our November '21 bond refinance. Other factors include slightly higher maintenance CapEx Q-on-Q and higher taxes due to expiring tax credits. Our RLFCF conversion rate was 35.6%, up by more than 250 basis points year-on-year. In terms of CapEx, in Q1, CapEx of $117 million increased 24% year-on-year, primarily due to increases in connection with the I-Systems business that we acquired in November as well as increased new site CapEx in SSA and a bit of offset from a decreased amount of CapEx in Nigeria relating to our fiber business and new site CapEx. As discussed on our 2 most recent earnings calls, we have slightly underspent in terms of CapEx during the quarter as a result of the global supply chain issues rippling across our markets. Similar to companies around the world, we've seen the slowdown in the supply chain continue into this year, which we're trying to mitigate by ordering equipment earlier, in some cases, 1 to 3 months earlier. As previously mentioned, financially speaking, this impact is small at the moment and has been factored into our guidance for FY '22, noting, however, the continued uncertain macroeconomic world in which we live at the moment. On Slide 16, we look at our capital structure and related items. And at the end of the quarter, we had approximately $3.1 billion of external debt and IFRS 16 lease liabilities, up slightly from the year-end 2021. Of the $3.1 billion of debt, $1.94 billion represents our bond financings, which include the new $500 million 5.625% senior notes and the $500 million 6.25% senior notes, in addition to our original 2027 bonds that remain outstanding. Also approximately $365 million are senior credit facilities at our Nigeria segment. Our undrawn group revolving credit facility remains at $270 million. Cash and cash equivalents decreased to $509 million at the end of the quarter, primarily due to the close of the GTS SP5 acquisition. In terms of where that cash is held, approximately 35% of that total was held in Naira at our Nigerian business, and most of the remaining cash was held in U.S. dollars at group level. In terms of upstreaming cash, we do intend to disclose the amount we upstream each year on our 4Q earnings call. However, given the magnitude of what we've done to date so far this year, we're disclosing that we have already sourced and upstreamed over $100 million in Nigeria, including post the quarter end. This upstream, once complete, will satisfy all U.S. dollar debt obligations for 2022. The conversion rate was at a premium to the current FX rate. Moving on, at the end of Q1 '22, our consolidated net leverage was approximately $2.55 billion, with consolidated net leverage ratio of 2.5x. However, on a pro forma basis, assuming the closing of the MTN South Africa acquisition and the related financings, that ratio would increase to approximately 3x, still at the low end of our net leverage target range of 3 to 4x and further demonstrating the strength of our balance sheet. Moving to Slide 17 and guidance. You can see that we're raising our FY '22 guidance to reflect the transaction in South Africa. Even when we exclude it, we are now tracking towards the higher end of our initial revenue and EBITDA guidance, driven principally by continued solid execution and FX gains. Specifically, guidance now includes approximately $80 million of revenue, $45 million of adjusted EBITDA and $45 million of CapEx for the pending South Africa transaction, assuming a June 1 close, i.e., a 7-month contribution in 2022. This includes the acquisition of approximately 5,700 towers as well as the provision of managed services to an additional 7,000 sites that are located on towers owned by third parties. Note, however, that we have adjusted the financial impact relative to the figures highlighted when we first announced the deal in November to now exclude any revenue from grid pass-through on the over 7,000 managed service sites and this is staying with MTN. And any revenue from grid pass-through on the approximately 5,700 towers being acquired, given the difficulty in predicting the timing in which those utility contracts will be transferred to IHS. To be clear, the pass-through associated revenue on this latter 5,700 acquired sites will indeed come into our revenue and costs, and we will update you on progress through the quarters. However, it's important to note that given these factors relate to power pass-through, they have 0 impact on EBITDA. So as the adjusted EBITDA guidance we've given for South Africa is not expected to change for these items, whereas revenue could be adjusted upwards later this year. Finally, on South Africa, the guidance also reflects current FX rates. In terms of LatAm, the guidance reflects the March 17 flows of the GTS portfolio, which contributed $1.7 million of revenue and $1.6 million of adjusted EBITDA in the first quarter this year, whereas previous guidance had assumed an April 1 close. Moreover, guidance continues to exclude any contributions regarding our commercial rollout in Egypt. Other items to highlight as it relates to guidance are the incremental $23 million of interest costs in '22 following our last year bond transaction as well as the nonrecurring items from FY '21 mentioned a few moments ago, as you're thinking about the comparison to this year. This will be particularly evident next quarter, so Q2, when looking at year-on-year comparisons. For example, we expect organic revenue growth to be closer to approximately 10% next quarter, given the one-offs we reported in Q1 of last year, Q1 of 2021, but to rebound back again into the high teens in the second half of this year. Taking all of this into account, we believe revenue for the current financial year will now range between $1.875 billion and $1.895 billion on a reported basis, which represents a 19% increase at the midpoint of the range versus last year and approximately 15% organic growth. Key drivers of this include our organic growth programs in all of our markets and particularly our projections for new site growth in Nigeria and Brazil, as you see outlined on the page, as well as, of course, the contribution from I-Systems, GTS in Brazil and MTN assets in South Africa. In terms of adjusted EBITDA, we're now projecting to range between $1.005 billion and $1.025 billion. And again, just to remember that the EBITDA forecast will continue to include an oil price assumption of $120 per barrel for Q2 through Q4. With respect to RLFCF, we continue to project it to range between $310 million and $330 million. Here, the key point to remember is we're carrying that $23 million of increased interest costs, and we are cautious on the wider interest rate environment around the world impacting our interest rates. The South Africa transaction does have a positive impact on RLFCF, notwithstanding additional interest from debt financing. But we're cautiously retaining our RLFCF guide and we'll assess this performance over the coming quarters. Also, clearly, oil price impact drops all the way through into RLFCF. Finally, on CapEx, we're now expecting to spend $545 million to $585 million on total CapEx this year, the difference being now the inclusion of discretionary and nondiscretionary CapEx associated with our South African transaction. We continue to monitor the ongoing supply chain pressures closely, which could impact projected CapEx this year, and will provide relevant updates as appropriate. Then finally, in terms of sensitivities. Slide 18, we discuss the key energy costs and FX sensitivities regarding the guide. And with respect to oil, the guidance continues to assume that oil price assumption of $120 per barrel for Q2 through Q4. To remind you, the price of oil averaged $101 in Q1 and has subsequently increased in Q2 2022. Consequently, we believed it prudent to continue the $120 assumption for the remainder of the year. But clearly, things will evolve, and we'll update you quarterly on that metric. On Slide 19, we discuss how FX impacts our business. On the top, you can see revenue by reporting currency, whereas on the bottom, we provide the breakout of revenue based on contract split. To those who may be less familiar, recall that while we are paid in local currency in each of our countries in which we operate, in certain situations, portions of the contracts are linked to hard currencies such as the U.S. dollar or euro, where the amount the customer pays us in local currency adjusts based on the exchange rate with the associated hard currency. These structures help protect against FX devaluation, the impact of which is reflected in our FX reset component in our organic revenue breakup. Also, please be aware that you'll see those percentages change next quarter as there is not a hard currency component to our contract structures in South Africa. And then lastly, on Slide 20, to highlight the cost of diesel is reflected in our cost of goods sold and equated to $76 million in the first quarter this year, whereas $27 million of revenue was linked to diesel through power indexation clauses that was passed through to customers. Importantly, we believe we have an opportunity to further reduce our reliance on diesel and take costs out by adding more renewable solutions, and therefore, improving margins. We're currently examining these possibilities as part of our development of the carbon reduction plan, which Sam spoke about earlier, named Project Green. And we're looking forward to updating you on this front later this fall. And that now brings us to the end of our formal presentation. We thank you for your time today. And operator, please now open the line for questions.

[Operator Instructions] Our first question is with Jon Atkin from RBC.

So 2 questions. First, in the context of your current leverage and what's been going on in terms of financing costs and so forth, I just wondered if you could recap for us M&A and for larger-than-usual transactions, to the extent that you're considering any, what would kind of be the desired or targeted source of funds? And then if you could then maybe just clarify on Page 11, the 7.7% growth, how much of that is specifically power related? And then I do have a follow-up.

Thanks, Jon. Steve, do you want to take that?

Yes, sure. So I think leverage, Jon, is, as we flagged on the debt slide in the presentation, so we're about 2.5x today going up to 3x with South Africa and all of that financing is set already. In terms of future acquisitions, to the extent any come through, I think we've said historically, we're comfortable operating in the 3 to 4x range. Clearly, given where markets are today in terms of credit markets and interest rates, I would expect to see us operating in the lower half of that range. There's still various financing sources available to us, both local currency facilities, which we like to do to match the cash flows with our balance sheet if we move into any different markets or even further our local currency positions in existing markets; and then international debt term loan markets are certainly still available to us. Bond market, obviously, a little bit more tricky at the moment. But we'll watch the bond market as we go through the course of the year. And then your question on Slide 11, was the 7.7%, that was the other category. Is that right, Jon?

Yes.

So that breaks down to be about $12 million of the $28 million comes from power indexation clauses. About $4 million of that comes from fiber growth through Nigeria and Brazil. There's about another $4 million of additional revenue recognized for one of our customers, which we carry a lower revenue recognition policy for. And then there's a few other different pieces in there, but those are the key buckets.

And then lastly, I wonder if you can just sort of review for us Brazil, South Africa and Nigeria, the organic lease-up prospects that you're kind of seeing in the market -- in those 3 markets specifically, any kind of particular drivers to call out as we look through the rest of the year?

Yes. I think across those 3 markets, Nigeria, South Africa, Brazil, let's start with Nigeria, certainly a lot of 4G growth still continuing to come through. So we did around 1,400 lease amendments in Q1 in Nigeria, which has continued the revenue growth in that part of our footprint that's coming basically through 4G. In Nigeria, 5G spectrum allocation has happened now. Again, I think we mentioned this a couple of months ago on the last call, we're not expecting a big impact from that this year, but we are starting to see small incremental 5G upgrade requests from some of our customers. And -- so that's positive, more one to look out for in 2023 and onwards to be honest, but that is starting to happen. And likewise, in Brazil, 5G spectrum allocated and the Oi carve out -- the Oi Mobile carve out has been effectively implemented now. The carriers are clear on what's happening with that transaction, which means that they know what they're getting. They can replan their network, and they've also got 5G spectrum allocated to them as well now. So the Brazilian market should free up, and we're expecting to see continued growth in that market later this year and certainly in 2023 as 5G gets to roll out. And then South Africa. South Africa, for us, we think, is going to be a high single-digit, possibly low double-digit revenue growth market over the medium term, again, driven by really new technology. So again, 5G has been -- 5G spectrum has been allocated now. The carriers have paid the license fee that was owed by last month, and that continues to be a big focus for MTN, Vodacom and Telkom in that market. So 5G is really the name of the game. You're not going to see a huge impact from it probably in this year, and that's not necessarily factored into our guidance for this year. But we are starting to see all the component parts now in place for 5G to start happening slowly but surely in our markets in the next couple of years.

Our next question is with Phil Cusick from JPMorgan.

A few small ones, please. First, I heard the $100 million of repatriation out of Nigeria, that's helpful. How much cash were you holding in Naira at -- I guess, at the end of the quarter?

So at the end of the quarter, Jon, we had $185 million equivalent in Nigeria, and that was principally all held in Naira. And then subsequent to that, we have upstream the amounts you just mentioned. So that's backed out again to a more sustainable level.

Got it. And can you expand on what you expect from investors selling shares into the market? It sounds like mid-teens millions of unaffiliated are eligible. And are those shares permanently eligible?

Yes. Thanks, Phil. So I think a few things to mention. We have yet to disclose the entirety of the pool of shares that get -- we're going to call it unblocked as part of the waiver to the shareholder agreement, that's the 78 million. Although when you subsequently then carve out the affiliated shareholders, that actually equates to about 61.6 million. So the amount of nonaffiliate shareholders, it is much, much smaller than what's being shown here. So look, in terms of totality of what we think can come into the market, we don't know because it's ultimately driven by shareholder desires. But if you go back and look at who's spoken publicly about it, marry that up with affiliate status restrictions, we're thinking a similar number to what you mentioned, possibly even slightly less than what you mentioned.

Okay. And the affiliated shareholders, what's the structure for them selling from here? Are they still inside the every 6 months organized offer requirement?

Yes. So the affiliated shareholders can sell limited volumes. We understand it's 1% every 90 days. They can sell limited volumes in relation to this unblock going forward, which has helped calculate the numbers I just mentioned. These shares that we're unblocking, they are unblocked forever at this point in time. So that's an important element to note as well. But then for the rest of the 80% of pre-IPO shares that were held, they still remain part of our shareholder agreement and those next few blocks of sales will require registered offerings.

Okay. And then finally, you mentioned removing the pass-through from the third-party South Africa towers. Any change to your power obligations on the non-grid side?

No, it's purely a classification of who is -- who gets billed, and therefore, whether or not that cost gets passed through. So no change to the overall service. That was purely a -- we don't own the sites, so therefore, we can't transfer the utility bills into our name, so they stay with MTN, so they stay out of our revenue going forward.

Our next question is from Greg Williams from Cowen.

I just have 2, if I may. Just one on the EBITDA guide. You're guiding up about $45 million in the midpoint. If I do include 7 months of MTN, it looks like you could be guiding a touch higher, but you're not. And you did mention that you are tracking towards the high end of guidance. So is there conservatism in here? Or are there other factors? Or is the guide up solely from MTN? The second question is just on Egypt. Just wondering if there's any updates on timing for establishing operations there.

Thanks, Greg. Yes, look, I think certainly, when we roll in a new acquisition in terms of guidance, we do include an element of caution around that, especially when it's not a company. So the GTS piece we mentioned in prior quarters, that's been easy because that's a company, and we know what that's going to be. Obviously, with South Africa being an asset transaction, we're creating that business. So yes, you're right, there's an element of caution in there. But I think that's the right thing to do at this point in time. We haven't closed the business yet. So yes, there's a little bit of caution in that for sure. But as we said, in the core business outside of South Africa, we're tracking towards the upper end of the range anyway. So we'll look at that again in a couple of months' time when we report the Q2 earnings to see if there's anything to be done there.

And on Egypt, Greg, I mean, Egypt is a slow burn. We've always said it's a slow burn. It's the only country that we've entered through a large build-to-suit program. Build-to-suit programs means you have to kind of like finalized MLA, draft them from scratch, convince customers that this is the right solution. So we are in the process of that. We are still looking at various towers to purchase. The global macro conditions, of course, did not help over the past few months. Things have kind of like further slowed down despite it being a slow burn in any case. So we are still bullish, and we expect things to happen. But in terms of timing, we are doing whatever we can do to get things closing. So no specifics at the moment, but we expect M&A to be signed at some point, towers to be built, potentially towers to be acquired. This is all in the works at the moment, but nothing new.

Our next question is with Brett Feldman from Goldman Sachs.

And it's kind of a multipart question around M&A and capital allocation. So you had mentioned during your remarks that you're now positioned in the largest economies in the different regions of the world where you currently operate. And so as you think about M&A from here, what are you prioritizing? And what do you think of as the sweet spot? Are you saying this is a great opportunity to continue to acquire assets in these markets to become even bigger? Or is it a little bit more focused on [ pains? ] Now that we have a beachhead, and we've got our overhead established in these regions, we really should be starting to look at mid- and smaller tier markets that are in the periphery? So that will be kind of the first question. The second is, historically, we've seen that when the macro backdrop quickly becomes challenging, the private market for deals can kind of dry up quickly if it takes the private sellers a little bit longer to sort of adjust the new valuation construct. So I'm just kind of curious how active the M&A funnel looks like. And then the third piece would be if it turns out that it's not very active, maybe you have to be patient and wait for the market to kind of come back to you. How do you think about what to do with the cash you're going to be generating between now and then? Is it prudent in this environment just to accumulate it and have a war chest? Or are you thinking maybe you'd want to start paying down some of the floating rate debt to mitigate some of the interest expense pressure you might see there?

Great question, Brett. Look, let's start by saying our balance sheet is very strong. We have the cash. We have the low leverage. But we have the dry powder. Any deal we pass on is a deal that we feel is not appropriate for us. So there is no pressure on us to make a deal or not make a deal. At the moment, where we see our focus is on the existing market, as I said earlier. Now having said that, if a transformational deal or like an interesting deal to us comes outside our countries, we will look at it, and we do look at it. But we feel there is enough now in Brazil, enough in LatAm, enough in South Africa, enough in Egypt for us to kind of like focus there for the time being. And we are focusing there. We are looking at tower opportunities and South Africa has more than one tower portfolio there that remains captive in the hands of MNOs. In Egypt, for example, all the tower portfolios remain captive in the hands of MNOs. In Brazil, we still have pockets of consolidation here and there in addition to our building capabilities. So we are focused on our existing markets, and we feel very good about the prospects of M&A in both markets over the next, let's say, 18 months. At the same time, we are looking at supporting ourselves for the 5G, for the impending 5G potential growth. And for that to happen, we do believe that a [ capillary ] fiber or access to a [ capillary ] fiber network is going to be critical. We've done that in Brazil. We continue to grow that. We are looking at ways in another market on how do we kind of like bring that component into our mix. So yes, we are active. We are very active. We are looking at things. We feel now that the general macro conditions, the global macro conditions have helped someone like us in the sense that valuations have kind of like mellowed down a little bit, especially in some of our target markets. And we have the capacity and we have the general mandate. Does that answer the question, Brett?

Yes, that was helpful. And then just in terms of if you are not able to find deals in the near to medium term, how do you think about managing cash?

I think first and foremost, we're going to -- we still have the MTN South Africa transaction to complete, and we've just pushed cash out on GTS as well. So we've got the SA business cash outflow in front of us, so that will come. And then replenish cash stocks -- if we're not able or not keen to do M&A, then we'll look to replenish the cash stock and see what's the best way to do it. And you're right, we're keeping an eye on the debt side of things. We're keeping an eye on the interest cost given how interest rates have been moving. That's a little nod as to why we didn't contract -- increase our RLFCF guidance at this point in time. We'll monitor that through the course of the year and maybe there might be some positive news there at some point. So we'll take stock. But first and foremost, we've got cash outflow for MTN SA.

We are in a long-term business, Brett. This is a dip, things happen. We see definitely buying opportunities. But again, there is no pressure on us to buy anything. We just decide as and when if the opportunity makes sense.

Our next question is with Simon Coles from Barclays.

Just on sort of your discussions with the operators on deployments this year. You say you're tracking for the -- towards the upper end of guidance. But obviously, there is a changing macro environment going on. If we look at the operators that have reported, they tend to be reporting still strong revenue growth. So I was just wondering if you've seen any change in sort of conversations or sort of willingness to deploy in any of your markets for the rest of this year? And then I have one quick follow-up after that.

I mean no change from a customer perspective at this point in time, Simon, we've just seen MTN Nigeria place 22% revenue growth, 25% EBITDA growth. Airtel Nigeria was even slightly better than that. So customers in our big market in Nigeria are doing well. TIM is also doing well in Brazil, key customer down there, and not quite a customer yet, but about to be a customer, MTN in South Africa is also doing reasonably well in the context of that market. So no, we haven't seen anything in terms of a slowdown from that perspective. Watching some of the smaller customers, as always, make sure that they're continuing to pay and continuing to try and be competitive. But certainly, the big customers are still performing well from what we see.

One thing to add to that, Simon, is that the government has recently awarded 2 of our main clients in Nigeria with a fintech license -- with a full fledged fintech license. That is going to also manifest itself in terms of their growth in the numbers over the next couple of years as they roll out very heavily into that.

Yes. They finally got them. We've been waiting a while for those. Just on the oil cost in Nigeria, you said it was $101 in 1Q, I guess we're pretty much halfway through the quarter. How is that tracking so far this quarter, please?

We'll update you on how we're tracking at the Q2 call, but I mean global oil prices are higher than $101 during the average so far this quarter. More like $110 at the moment, but we'll round that out when we get to the end of the quarter and the Q2 earnings.

Our next question is with Michael Rollins from Citi.

Just one follow-up and then one question. So on the follow-up, with respect to organic growth, the contribution from colo and amendment was about 410 basis points from your slide in the first quarter. What's the expectation for that for the full year '22 in terms of organic internal growth at the midpoint of your guidance? And then secondly, just taking a step back, Sam, you mentioned earlier that you received some feedback from investors. Curious if you've received additional feedback from investors, and if the company is looking or considering other proactive steps to address any of their interests.

Mike. So I'll take the first part of the question. So as you know, we don't split out the different component buckets in terms of the guide for the year. But we have guided people to 15%, 1-5 percent organic growth for the whole year. And just keep in mind that although we posted 21% organic growth this quarter. And again, as we highlighted in the presentation a few moments earlier, we have a more like expectation around 10% for Q2, not because anything is changing this quarter in our business Q2 but because of the one-offs we had in Q1 2021. So Q1 2021 had additional revenue one-off that didn't recur. And so it will look more like 10% or there or thereabouts in Q2. And so when you blend all of that out, back up to normal growth rates in the second half of the year, we're guiding to about 15% organic growth in totality.

And to your question, Michael, so this company, I believe, has a great asset. This company has -- is demonstrating solid performance quarter after quarter after quarter. Whether in the private life or now in the public life, we're growing in double digits. We have now, within 2 years, set up a sizable business in LatAm, which I think many people may not appreciate how big it has become. We are roughly now 7,000 towers, $120 million annualized EBITDA and the growth prospects remain there. I mean, that alone is definitely worth something. Yes, our share price remains -- keeps being suppressed or remain being suppressed in terms of where it is at the moment. I mean we have analyzed or we have been looking at the various reasons why is that happening. We've been getting investor feedback. We have now Colby Synesael among us who's been providing extreme, extreme knowledge and kind of like helping guide us through this process. The most pertinent feedback we have received at the moment is the float size. I mean for a company that aspires to be multi-10 billion dollar market cap, you cannot have a daily trading of $1 million, $2 million, $3 million. I mean that daily trading needs to be much larger than that. And for that to happen, it means the float needs to be bigger. And then once we unlock that situation, hopefully we can unlock it soon or over time, then the other remaining issues or the other potential issues that we're gathering as feedback, whether it is the concentration in Nigeria or whether it is something else, all these things can be addressed as we progress. Does that answer the question?

Yes.

Thanks, Michael. I don't know, Steve, you want to add anything to this?

No, I think you answered that.

Our next question is with Alex Roncier from Bank of America.

Two, if I may. The first one in Brazil with I-Systems. If you could just come back a little bit more on the economics of the deal, if you're expecting more small cell subscriber besides TIM Live? And if you had a meaningful step-up in pricing on small cell on FTTH versus FTTC, if you know TIM [indiscernible], et cetera. But then secondly on this, do you think and are you thinking about leveraging this asset and these fiber assets to actually starting maybe proactively offering fiber backhaul? I know you know, obviously, in LatAm, we're not yet at that full 5G rollout. But as you said, it's been allocated. Operators are thinking about it. So maybe you can already start to offer some backbone capacity for those services. It will be interesting to see if you have first conversation with the operators over there and -- or in other of your market. And then the second question was really on MTN in South Africa. What is really the point for you to offer managed services on power for the extra site that you don't own? I would assume there's a bit of limited synergy? Or is that just because you're allowing or enabling MTN to fully offload site management. And within that question, does that mean you're also providing active equipment maintenance? Or do you think you can probably increase the portfolio or the range of your contract with them or even that you're just looking at acquiring those sites that you're just providing power management to? And overall, just for the 2, maybe a third one. What's really the investor feedback you're receiving on those 2 deals, as you have seen on other tower cos doing and expanding into the range of product they're offering might have some change in operational risk and returns? So any color on that would be super helpful.

Thanks, Alex. Look, let's start with the fiber. Again, going back to basic, the reason we moved into the fiber adjacency is just because we want to be ready for 5G. And we believe as 5G proliferate, the connection to the location is going to be as important as the location itself, given the proximity, given the size, et cetera, et cetera. That's why we moved to the fiber. We remain a tower co. We love the tower co model. We believe in the tower co model -- and then -- but the fiber move is essential as we shift into 5G. Now having said that, we did buy a fiber-to-the-home network, but we did not buy the home. So we remain a business-to-business structure. We've structured that acquisition in a way for us to be a B2B kind of like our tower models for long-term lease from TIM. They pay a certain amount for homes passed. That number becomes substantially higher for home connected. There is an element of build-to-suit, so there's an expansion element, and it's an open network. So if someone kind of like decides, "I don't like them, I want to change", they can move somewhere else, and we can use that link to basically support them. Now this is why we went there. As we now have taken over that network, we have now tested our ability to use those links for fiber to the tower, and there is a GPON now connection active and working and live as we speak. So that solution is now available for us. We have made it work technically, and we're going to use it as 5G progresses. I'll let Steve in a moment comment about the economics and whether we can do it -- we can do anything more than what we have said. But that's kind of like to put things back into perspective. Do we want to do backhauling? If you mean long distance or city to city or things like that, no, we're not interested. Are we interested in building self-sufficient fiber networks that can provide services to homes and corporate? That's not the goal. The goal, again, is be ready for 5G as we roll out 5G, and that's what we are doing. That's [ ongoing. ]

Okay. So just to clarify one point on your answer. So we're talking about fiber to the tower, right, when you're talking about B2B? It's basically, well, when I was talking about fiber backhaul, it's fiber backhaul to the tower -- i.e., and there being 5G capacity access to the towers.

Definitely. So that is definitely the goal, and that is the plan, and that is what we have started marketing. And I went a little bit further, Alex, by saying that the network we have is a fiber-to-the-home network. Yes, of course, the fiber exists on the street, but we needed to make sure that it works for fiber to the towers. And now with the technology that is called GPON on site, we have tested that and it's working, and we will be able now to use our fiber-to-the-home network to service fiber to the tower. And that is the goal, yes. Steve?

Okay. Very clear. And then if you have like some of that, the numbers on the economics would be interesting, but I'm aware these contracts are fairly confidential.

Yes, Yes.

Yes. I mean we haven't disclosed discrete numbers around it, but we get paid on a homes passed and or homes connected basis by TIM. TIM retains the end subscriber piece and the economics that relate to that. So that's part of the TIM Live brand but we get paid when we roll out new fiber connections as well as the existing homes passed, homes connected that we acquired as part of the original transaction. And then in terms of future volumes, we have future rollout contracted with TIM over the next 5 years. That was part of what we effectively bought into. We meet that rollout count for them, but it's contracted from their perspective into us.

Go ahead, Alex.

No, no, it was just again -- just support, here I am. Keep going.

Good. Now on South Africa, Alex, maybe a little bit of perspective again. Please remember, we've been operating in Nigeria for 20 years. Nigeria is a market of scale. Nigeria is a market of fast growth. Nigeria is a market of opportunities. But sadly, Nigeria has this unique place in the world whereby its grid is very unreliable. I mean 95% of our sites in Nigeria today are not even connected to the grid. I mean this is something we'll want to hopefully change over time, but this is the size of the problem. So when that -- what that means is that, of course, it's a challenge, but it's also an opportunity for people like us. We have learned over time how to become experts in managing that aspect of the business, the power, setting up the system, dimensioning it, managing it. We know where to buy it from, how structure it, how to operate it, how to run it, how to supply the leases. And now as we move into countries like South Africa, for example, where the grid has historically been very reliable. But sadly, over the past few years, it's become less reliable due to the growth of the population. Eskom has not grown its own generation capabilities, et cetera, et cetera. Load shedding is starting to happen in South Africa. Grid is not reliable anymore as it used to be. Carriers like MTN are worried that the trend could become worse for the foreseeable future before it starts getting fixed, hopefully in the medium to long term. So requiring an expert in power as a partner is becoming more and more important in countries like South Africa. And of course, MTN as a carrier does believe -- and of course, you can talk to them about it -- that they should be more focused on their marketing offerings, the content offering, et cetera, et cetera, versus managing this aspect of the network, which is a difficult part of it, which is what is for operational people like us. And that is why it makes sense for both of us and them to take over that aspect of the network. And that's why we are taking the power as a service from them because we are the expert in doing it because the grid is becoming worse over time. And of course, they would rather focus on their core offering. And we've seen this trend, by the way, in other countries and other places. I mean this, God forbid, this situation of grid become worse and worse in some of our other markets, but the solution becomes using people like us.

Our final question will be with Josefina Duran from Morgan Stanley. Josefina Rodríguez Duran: Yes. A couple of follow-up questions on your cash. Are you finding it more difficult this quarter to source orders in Nigeria? And what rate did you use to upstream the cash this quarter?

So I think the dollar sourcing environment is similar to what we've discussed on previous calls. It continues to be hard work, but available with some good hard work. So I don't think anything has changed too much in that perspective. We would like it to be easier, for sure. And we think that it will continue to be challenging going through the year. But no real change to what we've seen in the last couple of months and quarter. And the rates that we have seen -- we'll get into that on the next quarter call. We haven't completed the upstream yet, so we'll get into that on the next quarter call. Josefina Rodríguez Duran: Okay. Makes sense. I guess I'm trying to understand, I think you mentioned you have $188 million in Nigeria. Is that a level you feel comfortable or have you come to a position that you're willing to upstream more, but I mean, the dollars are not there to source at the pace that you would like?

$185 million I mentioned in Nigeria at the end of the quarter. And to be honest, it's a factor of when we receive from our bigger customers as well. And we build quarterly in advance, get paid during the quarter. So depending when those large cash amounts come in will dictate cash balances at any given time and then there's a process to go through to upstream. So usually it's just a timing perspective. Do we want to keep $185 million Naira equivalent in Nigeria? No, not particularly. But as we said, we -- since the quarter end, we've moved to upstream. So it's not at that level anymore. Josefina Rodríguez Duran: And my last question is, I think you mentioned in the call, you have some cash outflows to go. How much after that you think you will retain? Maybe as a percentage of your cash, not a figure of cash sitting offshore because I guess those cash flows would come from your offshore accounts.

Yes. We're looking to utilizing some of the facility -- credit facilities we've got available to us. So I would still anticipate that post that, we've probably got something like 50%, at least possibly even 60% of our cash sitting offshore post those transactions.

There are no further questions. So I would like to pass the conference back to the management team for any closing remarks.

Great. This concludes our call. I want to thank everyone for joining. We look forward to seeing many of you on the road over the next several weeks as we'll be presenting at several investor conferences during that time. Thank you. This concludes our call.