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Unihealth Consultancy Ltd Management Discussions

146.5
(-2.33%)
Dec 24, 2024|12:00:00 AM

Unihealth Consultancy Ltd Share Price Management Discussions

OF OPERATIONS

The following discussion is intended to convey management?s perspective on our financial condition and results of operations for the Y ear ended on March 31, 2020, March 31, 2021, March 31, 2022 and for the period ended on December 31, 2022. You should read the following discussion of our financial condition and results of operations together with our restated consolidated financial statements included in the Draft Red Herring Prospectus. You should also read the section entitled "Risk Factors" beginning on page 31 of this Draft Red Herring Prospectus, which discusses several factors, risks and contingencies that could affect our financial condition and results of operations. The following discussion relates to our Company and is based on our restated consolidated financial statements, which have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI Regulations. Portions of the following discussion are also based on internally prepared statistical information and on other sources. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year ("Fiscal Year") are to the twelve-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to "we", "us" or "our" refers to Unihealth Consultancy Limited, our Company. Unless otherwise indicated, financial information included herein are based on our "Restated Consolidated Financial Statements" for Financial Year ended on March 31, 2020, March 31, 2021, March 31, 2022 and for the period ended on December 31, 2022 included in this Draft Red Herring Prospectus beginning on page 159.

BUSINESS OVERVIEW

We are a healthcare service provider based out of Mumbai, India and have operational presence in multiple countries across the African continent. Our business segments include Medical Centres, Hospitals, Consultancy Services, Distribution of Pharmaceutical & Medical Consumable Products and Medical Value Travel.

Under the flagship ‘UMC Hospitals? brand, we operate a combined capacity of 200 operational hospital beds across our two multi-speciality facilities i.e. UMC Victoria Hospital in Kampala, Uganda, having a bed-strength of 120 beds and UMC Zhahir Hospital in Kano, Nigeria have a bed strength of 80 beds. In addition to these, we operate ‘Unihealth Medical Centre? a dedicated dialysis facility, in Mwanza, Tanzania.

We are currently providing Project Management Consultancy Services to set up a 500 bedded Health City in Undri, Pune (Maharashtra, India) for PHRC Lifespaces Organization along with a few other healthcare consultancy projects in Kenya and Angola.

We export and distribute pharmaceutical and medical consumable products in Uganda, Tanzania and Nigeria. We are distributors in different African countries for various pharmaceutical and consumable manufacturing companies based out of India.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR:

In the opinion of the Board of Directors of our Company, there have not arisen, except as stated below, since the date of December 31, 2022 as disclosed in this Draft Red Herring Prospectus, any significant developments or any circumstance that materially or adversely affect or are likely to affect the profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months.

1. Unihealth Pharmaceuticals Private Limited, a subsidiary of the Company, entered into a Distribution Agreement with Tanzania based company on January 17, 2023, to collaborate and jointly explore opportunities to import, market, distribute, sell and manufacture pharmaceuticals and consumer products in Tanzania.

2. The Company has entered into a Memorandum of Understanding (MoU) with Myanmar based company on May 14, 2023, to collaborate with it as its consultant to advise, assist, design, equip, commission and operationally manage its upcoming hospital in Myanmar and also explore the

possibility of setting up of Nursing, Para-Medical and Medical College and Training Institutes in Myanmar.

3. Pursuant to a resolution passed by Board of Directors of the company on January 04, 2023, the Company has approved to become first subscriber to Memorandum of Association of UHS Oncology Private Limited by subscribing to its Memorandum of Association (MOA) for 3,333 number of equity shares i.e. 33.33% of the shareholding of the company.

4. Pursuant to a resolution passed by Board of Directors of the company on February 25, 2023, the company has approved acquisition of Subsidiary viz. Unihealth Pharmaceuticals Private Limited by purchasing 11,000 Equity Shares i.e 100% of shareholding of the company.

KEY FACTORS AFFECTING THE RESULTS OF OPERATION:

Our Company?s future results of operations could be affected potentially by the following factors:

1. General economic conditions in India or in countries like Uganda, Nigeria & Tanzania where we have ongoing businesses like COVID-19, changes in laws and regulations.

2. Changes in revenue mix, including geographic mix of our revenues.

3. Changes in Fiscal, Economic or Political conditions in India or in countries like Uganda, Nigeria & Tanzania where we have ongoing businesses.

4. Company?s inability to retain the experienced staff.

5. Increased market fragmentation.

6. Competition with existing and new entrants

7. Disruptions in the supply chain can lead to higher costs, reduced production, and lost sales.

OUR SIGNIFICANT ACCOUNTING POLICIES

For Significant accounting policies please refer Significant Accounting Policies, "Annexure IV" beginning under Chapter titled "Financial Information of our Company" beginning on page 159 of the Draft Red Herring Prospectus.

RESULTS OF KEY OPERATIONS

The following table sets forth select financial data from our restated financial statement of profit and loss for the period ended on December 31, 2022 and financial years ended March 31, 2022, 2021 and 2020 the components of which are also expressed as a percentage of total revenue for such period and financial years.

Particulars For the period ended on For the year ended on
31.12.20 22 % of Total Income 31.03.20 22 % of Total Income 31.03.20 21 % of Total Income 31.03.20 20 % of Total Income
Revenue from operation 3,202.74 95.62% 3,683.21 97.11% 2,620.78 91.52% 2,223.04 96.17%
Other income 146.77 4.38% 109.48 2.89% 242.73 8.48% 88.43 3.83%
Total Revenue 3,349.51 100.00% 3,792.69 100.00% 2,863.51 100.00% 2,311.47 100.00%
Purchase of Traded Goods 571.88 17.07% 871.60 22.98% 693.35 24.21% 529.99 22.93%
Changes in Inventories 46.90 1.40% -33.26 -0.88% -71.61 -2.50% 13.55 0.59%
Employee Benefits Expenses 445.51 13.30% 585.98 15.45% 460.26 16.07% 546.05 23.62%
Finance Cost 293.62 8.77% 518.51 13.67% 128.85 4.50% 174.68 7.56%

 

Particulars For the period ended on For the year ended on
31.12.20 22 % of Total Income 31.03.20 22 % of Total Income 31.03.20 21 % of Total Income 31.03.20 20 % of Total Income
Depreciation and Amortisation Cost 169.93 5.07% 221.23 5.83% 218.37 7.63% 219.34 9.49%
Other Expenses 1,024.30 30.58% 1,108.28 29.22% 886.88 30.97% 919.06 39.76%
Total Expenses 2,552.14 76.19% 3,272.34 86.28% 2,316.10 80.88% 2,402.67 103.95%
Profit Before Tax 797.37 23.81% 520.35 13.72% 547.41 19.12% -91.20 -3.95%
EBITDA 1,260.92 37.65% 1,260.09 33.22% 894.63 31.24% 302.83 13.10%
Tax Expenses 138.87 4.15% 141.10 3.72% 52.38 1.83% 1.50 0.07%
Profit (Loss) for the Year before minority interest 658.50 19.66% 379.25 10.00% 495.03 17.29% -92.70 -4.01%
Less: Minority Interest - Share of Profit/(Loss) -2.19 -0.07% -10.33 -0.27% -8.84 -0.31% -9.85 -0.43%
Add: Share of Profit or loss from Assoiate co (After Tax) -2.02 -0.06% -7.56 -0.20% -2.98 -0.10% -1.78 -0.08%
Profit /(loss) for the Year 658.67 19.66% 382.02 10.07% 500.89 17.49% -84.63 -3.66%

Review of Restated Financials

Revenue from Operations: Revenue from operations mainly consists of sale of services (Medical Treatments provided at our Hospitals & Medical Centre) through our subsidiaries, sale of pharmaceutical and medical consumable products, consultancy services and commission income.

Other Income: Other income includes interest income, foreign exchange gain, sundry balance written back, and Other non-operating income.

Total Income: Our total income comprises of revenue from operations and other income.

Total Expenses: Company?s total expenses consist of purchase of traded goods, change in inventories of Goods, employee benefit expenses, finance costs, depreciation and amortization expenses and other expenses.

Other Expenses: Other expenses primarily consist of Locum and Specialist payments, consultancy charges, advertisement expenses, electricity expenses, miscellaneous expenses, repair and maintenance expenses, garbage and biowaste collection expenses, etc.

Employee Benefits Expense: : Employee benefit expense includes Salaries, Partner Remuneration, Staff Welfare Expenses, gratuity, contribution to provident fund and NSSF (National Social Security Fund) (Uganda & Tanzania).

Finance Cost: Finance cost includes long-term and short-term interest expenses.

REVIEW OF OPERATION FOR THE PERIOD ENDED DECEMBER 31, 2022 Revenue from Operations/Total income

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Revenue from operations/Total Income for the period ended December 31, 2022 amounted to Rs 3,202.74 lakhs constituting 95.62% of total income of which the sale of services was Rs 2,775.62 lakhs, sale of goods was Rs 280.49 lakhs and Rs 146.63 lakhs was from consultancy services.

Total expenses

Total expenses for the period ended December 31, 2022, amounted to Rs 2,552.14 lakhs constituting 76.19% of total income which was on account of purchase of traded goods, changes in inventories, employee benefit expense, finance cost, depreciation and other expenses.

Purchase of Traded Goods

Purchase of Traded Goods for the period Ended December 31, 2022, amounted to Rs 571.88 lakhs constituting 17.07% of total income.

Changes in inventories of stock-in-Trade

Changes in inventories of stock-in-Trade for the period Ended December 31, 2022 amounted to Rs 46.90 lakhs constituting 1.40% of total income.

Employee Benefits Expenses

Our employee benefits expenses for the period ended December 31, 2022, amounted to Rs 445.51 lakhs constituting 13.30% of total income. Employee benefits expenses primarily comprised salary, bonus, PF and NSSF (National Social Security Fund) (for Uganda and Tanzania) of Rs 438.94 lakhs, director remuneration of Rs 4.95 lakhs and staff welfare expenses of Rs 1.62 lakhs.

Finance Costs

Our finance cost for the period ended December 31, 2022, amounted to Rs 293.62 lakhs constituting 8.77% of total income. Finance cost mainly comprised of interest expenses on term loan Rs 255.39 lakhs, on working capital loan Rs 26.75 lakhs, and borrowing cost and other charges of Rs 11.48 lakhs.

Depreciation and amortization expenses

Our depreciation and amortization expenses for the period ended December 31, 2022 amounted to Rs 169.93 lakhs constituting 5.07% of total income.

Other Expenses

Our other expenses for the period ended December 31, 2022, amounted to Rs 1,024.30 lakhs constituting 30.58% of total income which primarily comprised of consultancy charges of Rs 132.34 lakhs, locum and specialist payment of Rs 253.33 lakhs, advertisement expenses of Rs 32.88 lakhs, medical treatment for patient of Rs 5.12 lakhs, hospital accommodation for patient of Rs 0.74 lakh, miscellaneous expenses of Rs 194.04 lakhs, etc.

EBITDA

Our EBITDA for the period ended December 31, 2022, amounted to Rs 1,260.92 lakhs constituting 37.65% of total income.

Profit before tax

Our profit before tax for the period ended December 31, 2022 amounted to Rs 797.37 lakhs constituting 23.81% of total income.

Tax Expenses:

Our tax expenses for the period ended December 31, 2022 were Rs 138.87 lakhs. Our tax expenses were 4.15% of our total income.

Profit after Tax:

Our profit after tax for the period ended December 31, 2022 amounted to Rs 658.50 lakhs constituting 19.66% of total income.

COMPARISON OF F.Y. 2022 WITH F.Y. 2021:

Income from Operations

The Companys total revenue from operations for the financial year 2021-22 is ^3,683.21 lakhs. This represents a 40.54% increase compared to the previous financial years total revenue from operations of ^2,620.78 lakhs. The increase is due to a rise in sales of services, as well as the sale of goods and consultancy services. Specifically, sales of services increased by ^877.53 lakhs, while sales of goods and consultancy services saw increases of ^138.15 lakhs and ^46.75 lakhs, respectively.

Other Income

In the financial year 2021-22, the Other Income recorded a decrease of 54.90%, amounting to Rs 109.48 lakhs, as compared to Rs 242.73 lakhs in financial year 2020-21. This decline was primarily due to a one-off item, namely the sundry balance write-back of Rs 104.01 lakhs in FY 2020-21, which was absent in financial year 2021-22. Additionally, the Other Income and Foreign Exchange gain reduced by Rs 34.83 lakhs and Rs 29.10 lakhs, respectively, in financial year 2021-22.

Total Expenses

The total expenses for the financial year 2021-22, were ^3,272.34 lakhs, while the total expenses for the financial year 2020-21, were ^2,316.10 lakhs. This indicates an increase in total expenses of ^956.24 lakhs, or approximately 41.29%. The increase is on account of increase in purchase of traded goods, employee benefit expenses, finance cost, and other expenses.

Purchase of Traded Goods

The purchase of stock in trade increased from ^693.35 lakhs in financial year 2020-21 to Rs871.60 lakhs in financial year 2021-22. This represents an increase of approximately ^178.25 lakhs or 25.71% which is due to increase in sale of pharmaceutical and medical consumable products.

Employee Benefits Expenses

The Employee Benefit Expenses increased by 27.31% to Rs 585.98 lakhs in the Financial Year 2021-22 against that of Rs 460.26 lakhs in Financial Year 2020-21. The increase in employee expenses was on account increase in salary, PF and NSSF expense by Rs 125.72 lakhs.

Finance Cost

The Finance Cost increased by 302.41% to Rs 518.51 lakhs in the Financial Year 2021-22 against that of Rs 128.85 lakhs in Financial Year 2020-21. The increase of the Finance Charges by Rs 389.66 lakhs in the FY 2021-22 as earlier to this year, the company was not charging interest on loans given by related parties. With effect from FY 2021-22, the company started charging interest on loans given by related parties.

Other Expenses

The Other expenses increase by 24.96% to Rs 1,108.28 lakhs in the financial year 2021-22 against that of Rs 886.88 lakhs in financial year 2020-21. The other expenses increase mainly on account of increase of Travel and Visa expenses by Rs 22.02 lakhs, consultancy charges by Rs 51.15 lakhs, increase in miscellaneous expenses by Rs 112.58 lakhs, increase in rent, rates and taxes by Rs 40.80 lakhs and repair and maintenance by Rs 47.81 lakhs.

Depreciation and Amortisation Expenses

The Depreciation and Amortisation expenses increase by Rs 2.86 lakhs to Rs 221.23 lakhs in the financial year 2021-22 against that of Rs 218.37 lakhs in financial year 2020-21. The increase in depreciation was due to a purchase of office equipments.

EBDITA

The EBITDA for financial year 2021-22 was Rs 1,260.09 lakhs as compared to Rs 894.63 lakhs for financial year 2020-21. the EBITDA was 33.22% of total revenue in financial year 2021-22 as compared to 31.24% in financial year 2020-21. the EBITDA increased in financial year 2021-22 compared to financial year 2020-21 on account operational efficiency.

Profit after Tax (PAT)

PAT is Rs 382.02 lakhs for the financial year 2021-22 in compared to Rs 500.89 lakhs in financial year 2020-21. The PAT was 10.07% of total revenue in financial year 2021-22 compared to 17.49% of total revenue in F.Y. 2020-21. The profit decreased on account of increase in total expenses as percentage of total revenue and also due to increase in total tax expense by Rs 88.72 lakhs in FY 2021-22 as compared to financial year 2020-21.

COMPARISON OF F.Y. 2021 WITH F.Y. 2020:

Income from Operations

The Companys total revenue from operations for the financial year 2020-21 is Rs 2,620.78 lakhs. This represents a 17.89% increase compared to the previous financial years total revenue from operations of Rs 2,223.04 lakhs. The increase is due to a rise in sales of services. Sales of services increased by Rs 494.13 lakhs.

Other Income

In the financial year 2020-21, the Other Income recorded an increase of 174.48%, amounting to Rs 242.73 lakhs, as compared to Rs 88.43 lakhs in financial year 2019-20. This increase was primarily due to a one-off item, namely the sundry balance write-back of Rs 104.01 lakhs in FY 2020-21. Additionally, the Other Income and Foreign Exchange gain increase by Rs 44.46 lakhs and Rs 25.37 lakhs, respectively, in financial year 2020-21.

Total Expenses

The total expenses for the financial year 2020-21, were Rs 2,316.10 lakhs, while the total expenses for the financial year 2019-20, were Rs 2,402.67 lakhs. This indicates a decrease in total expenses of Rs 86.57 lakhs, or approximately 3.60%. The decrease is on account of decrease in changes in inventories, employee benefit expenses, finance cost, and other expenses.

Purchase of Traded Goods

The purchase of stock in trade increased from Rs 529.99 lakhs in financial year 2019-20 to Rs 693.35 lakhs in financial year 2020-21. This represents an increase of approximately Rs 163.36 lakhs or 30.82%.

Employee Benefits Expenses

The Employee Benefit Expenses decreased by 15.71% to Rs 460.26 lakhs in the Financial Year 2020-21 against that of Rs 546.05 lakhs in Financial Year 2019-20. The decrease in employee expenses was on account decrease

in salary, PF and NSSF expense and staff welfare expenses by Rs 74.65 lakhs and Rs 11.14 lakhs respectively due to the impact of Covid-19.

Finance Cost

The Finance Cost decreased by 26.24% to Rs 128.85 lakhs in the Financial Year 2020-21 against that of Rs 174.68 lakhs in Financial Year 2019-20. The decrease of the Finance Charges is on mainly account of decrease in borrowing and other charges by Rs 44.94 lakhs in the FY 2020-21.

Other Expenses

The Other expenses decrease by 3.50% to Rs 886.88 lakhs in the financial year 2020-21 against that of Rs 919.06 lakhs in financial year 2019-20. The other expenses decrease mainly on account of decrease of Professional and Legal and Government fees by Rs 128.48 lakhs, decrease in Rent, Rates and Taxes by Rs 24.98 lakhs, Traveling and Visa Expenses of 23.65 lakhs this decrease in expenses was offset by increase in some other expenses.

Depreciation and Amortisation Expenses

The Depreciation and Amortisation expenses decrease by Rs 0.97 lakhs to Rs 218.37 lakhs in the financial year 2020-21 against that of Rs 219.34 lakhs in financial year 2019-20.

EBDITA

The EBITDA for financial year 2020-21 was Rs 894.63 lakhs as compared to Rs 302.83 lakhs for financial year 2019-20. the EBITDA was 31.24% of total revenue in financial year 2020-21 as compared to 13.10% in financial year 2019-20. the EBITDA increased in financial year 2020-21 compared to financial year 2019-20 on account increase in revenue from operations cost.

Profit after Tax (PAT)

PAT is Rs 500.89 lakhs for the financial year 2020-21 in compared to Rs (84.63) lakhs in financial year 2019-20. The PAT was 17.49% of total revenue in financial year 2020-21 compared to -3.66% of total revenue in F.Y. 2019-20. The profit is increased on account of decrease in total expenses as percentage of total revenue and also due to increase in total revenue and other income.

Cash Flow

The table below summaries our cash flows from our Restated Consolidated Financial Information for the period ended December 31, 2022 and for the financial years ended on 2022, 2021, and 2020:

Particulars For the period ended December 31, 2022 FY 2022 FY 2021 FY 2020
Net cash (used in)/ Generated from operating activities 327.66 934.05 405.54 65.88
Net cash (used in)/ Generated from investing activities (90.06) (94.77) (35.27) (189.83)
Net cash (used in)/ Generated from finance activities (187.64) (588.27) (325.34) 119.32
Net increase/ (decrease) in cash and cash equivalents 49.96 251.01 44.93 (4.63)
Cash and Cash Equivalents at the beginning of the period 234.97 205.03 119.99 72.36
Effect of foreign exchange gain or losses (126.74) (221.07) 40.11 52.26

 

Particulars For the period ended December 31, 2022 FY 2022 FY 2021 FY 2020
Cash and Cash Equivalents at the end of period 158.19 234.97 205.03 119.99

Cash Flow from Operating Activities

For period ended December 31, 2022, the net cash from operating activities was Rs 327.66 lakhs as compared to Profit Before Tax of Rs 797.37 lakhs.

For fiscal 2022, net cash from operating activities was at Rs 934.05 lakhs as compared to Profit Before Tax of ^520.35 lakhs while for fiscal 2021, net cash from operating activities was at Rs 405.54 lakhs as compared to Profit Before Tax of Rs 547.41 lakhs. For fiscal 2020, net cash from operating activities was at Rs 65.88 compared to Profit Before Tax of Rs (91.20) lakhs.

Cash Flow from Investing Activities

For the period ended December 31, 2022, the net cash from investing activities was Rs (90.06) lakhs as compared to Profit Before Tax of Rs 797.37 lakhs

For fiscal 2022, net cash from investing activities was Rs (94.77) lakhs due to purchase of fixed assets, while for fiscal 2021, net cash from investing activities was Rs (35.27) lakhs due to purchase of fixed assets. For fiscal 2020, net cash from investing activities was Rs (189.83) lakhs due to purchase of fixed assets.

Cash Flow from Financing Activities

For the period ended December 31, 2022 to net cash from financing activities was Rs (187.64) lakhs as compared to Profit Before Tax of Rs 797.37 lakhs.

For fiscal 2022, net cash from financing activities was Rs (588.27) lakhs due to payment of finance cost and repayment of borrowings. For fiscal 2021, net cash from financing activities was Rs (325.34) lakhs due to payment of finance cost and repayment of borrowings. For fiscal 2020, net cash from financing activities was Rs 119.32 lakhs due to increase in proceeds from borrowings.

Information required as per Item 11 (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations:

1. Unusual or infrequent events or transactions

To our knowledge there have been no unusual or infrequent events or transactions that have taken place during the last three year.

2. Significant economic changes that materially affected or are likely to affect income from continuing operations.

Our business has been subject, and we expect it to continue to be subject to significant economic changes arising from the trends identified above in ‘Factors Affecting our Results of Operations? and the uncertainties described in the section entitled "Risk Factors" beginning on page 31 of this Draft Red Herring Prospectus. To our knowledge, except as we have described in this Draft Red Herring Prospectus, there are no known factors which we expect to bring about significant economic changes.

3. Income and Sales on account of major product/main activities

Income and sales of our Company on account of major activities derives from sale of services through our subsidiaries, sale of pharmaceutical and medical consumable products, consultancy services and commission income.

4. Whether the company has followed any unorthodox procedure for recording sales and revenues

Our Company has not followed any unorthodox procedure for recording sales and revenues.

5. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations.

Apart from the risks as disclosed under Section titled "Risk Factors" beginning on page 31 in this Draft Red Herring Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

6. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices.

Increases in revenues are by and large linked to increases in volume of business.

7. Total turnover of each major industry services in which the issuer company operated.

The Company is in the business of, the relevant industry data, as available, has been included in the chapter titled "Industry Overview" beginning on page 98 of this Draft Red Herring Prospectus.

8. Status of any publicly announced new products or business services.

Our Company has not announced any new services or business services.

9. The extent to which business is seasonal.

Our Company?s business is not seasonal.

10. Any significant dependence on a single or few suppliers or customers.

Victoria Hospital Limited [UMC Victoria Hospital], a joint venture of the Company, receives more than 25% of its revenue from Uganda Peoples Defence Forces [UPDF], an undertaking of the Ministry of Defence, Government of Uganda. The hospital has been accredited by UPDF to extend healthcare services to its beneficiaries since more than 2 years. A possible loss of business from UPDF will have an impact on the revenue generated by UMC Victoria Hospital [Victoria Hospital Limited] in the short term. However, a possible discontinuation of services to UPDF will not have any long-term impact as the loss in revenue can and will be compensated by other corporate clients. At present, subject to the availability of limited working capital, the company has limited its exposure to various corporate clients to a certain limit. In the event wherein any corporate client discontinues taking services at the hospital, the company can increase the limits for the other corporate clients associated, allowing it to negate the impact of the loss of revenue within a few months of the said event.

No other company or unit has dependency on a single customer in a similar manner.

11. Competitive conditions.

Competitive conditions are as described under the Chapters titled "Industry Overview" and "Our Business " beginning on pages 98 and 108, respectively of this Draft Red Herring Prospectus.

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