SEC Company Response from Yatra Online, Inc. (YTRA) (CIK 0001516899) (YTRA) — Feb 5, 2018
Yatra Online, Inc. (YTRA) (CIK 0001516899)
Date: Feb. 5, 2018 · CIK: 0001516899 · Accession: 0001104659-18-006377
AI Filing Summary & Sentiment
File numbers found in text: 001-37968
Referenced dates: January 17, 2018
Letter
VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Attention: Office of Transportation and Leisure Yatra Online, Inc. Form 20-F for Fiscal Year Ended March 31, 2017 Filed June 30, 2017 File No. 001-37968
Dear Mr. Shenk:
This letter is submitted on behalf of Yatra Online, Inc. (the “Company” or “Yatra”) in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 20-F for the fiscal year ended March 31, 2017 filed on June 30, 2017 (“20-F”), as set forth in the Staff’s letter dated January 17, 2018 (the “Comment Letter”).
For reference purposes, the text of the Comment Letter has been reproduced and italicized herein with responses below each numbered comment. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the 20-F.
The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.
Item 5. Operating and Financial Review and Prospects
Certain Non-IFRS Measures, page 73
1. On page 75 you reconcile “adjusted EBITDA” to “results from operations.” However, it appears the reconciliation should be to “loss for the period” pursuant to Question 103.02 of the C&DI. Please revise your Form 20-F presenting periodic results accordingly.
RESPONSE: In response to the Staff’s comment, Yatra has revised the reconciliation referenced by the Staff by replacing the table that appears on page 75 of the Company’s 20-F and reconciles
the Company’s results from operating activities (an IFRS measure) to Adjusted EBITDA (loss) (a non-IFRS measure) for the periods indicated:
Reconciliation of Adjusted EBITDA (Loss)
Fiscal Year ended March 31,
(Amount in thousands)
Results from operations as per IFRS*(before exceptional items)
(1,863,415
)
(1,204,917
)
(985,463
)
Depreciation and amortization
275,587
233,703
208,939
EBITDA
(1,587,828
)
(971,214
)
(776,524
)
Employee share-based compensation costs
586,932
19,370
31,741
Adjusted EBITDA (Loss)
(1,000,896
)
(951,844
)
(744,783
)
with the following table:
Reconciliation of Adjusted EBITDA (Loss)
Fiscal Year ended March 31,
(Amount in thousands)
Loss for the year as per IFRS
(5,936,963
)
(1,243,302
)
(947,767
)
Employee share-based compensation costs
586,932
19,370
31,741
Depreciation and amortization
275,587
233,703
208,939
Share of loss of joint venture
9,441
11,802
11,005
Finance income
(139,158
)
(95,072
)
(93,474
)
Finance costs
149,863
111,973
87,578
Change in fair value of warrants
(230,111
)
3,167
(85
)
Exceptional items
4,242,526
––
––
Income tax expense/(credit)
40,987
6,515
(42,720
)
Adjusted EBITDA (Loss)
(1,000,896
)
(951,844
)
(744,783
)
The Company proposes to file this correction on a Form 6-K and incorporate it by reference into the 20-F.
* * *
If you should have any questions concerning the enclosed matter, please contact the undersigned at (617) 570-1021.
Sincerely,
/s/ Michael J. Minahan
Show Raw Text
CORRESP 1 filename1.htm Michael J. Minahan 617.570.1021 mminahan@goodwinlaw.com Goodwin Procter LLP Counselors at Law 100 Northern Avenue Boston, MA 02210 T: 617.570.1000 F: 617.523.1231 February 5, 2018 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Lyn Shenk, Branch Chief Office of Transportation and Leisure Re: Yatra Online, Inc. Form 20-F for Fiscal Year Ended March 31, 2017 Filed June 30, 2017 File No. 001-37968 Dear Mr. Shenk: This letter is submitted on behalf of Yatra Online, Inc. (the “Company” or “Yatra”) in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 20-F for the fiscal year ended March 31, 2017 filed on June 30, 2017 (“20-F”), as set forth in the Staff’s letter dated January 17, 2018 (the “Comment Letter”). For reference purposes, the text of the Comment Letter has been reproduced and italicized herein with responses below each numbered comment. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the 20-F. The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. Item 5. Operating and Financial Review and Prospects Certain Non-IFRS Measures, page 73 1. On page 75 you reconcile “adjusted EBITDA” to “results from operations.” However, it appears the reconciliation should be to “loss for the period” pursuant to Question 103.02 of the C&DI. Please revise your Form 20-F presenting periodic results accordingly. RESPONSE: In response to the Staff’s comment, Yatra has revised the reconciliation referenced by the Staff by replacing the table that appears on page 75 of the Company’s 20-F and reconciles the Company’s results from operating activities (an IFRS measure) to Adjusted EBITDA (loss) (a non-IFRS measure) for the periods indicated: Reconciliation of Adjusted EBITDA (Loss) Fiscal Year ended March 31, (Amount in thousands) 2017 2016 2015 Results from operations as per IFRS*(before exceptional items) (1,863,415 ) (1,204,917 ) (985,463 ) Depreciation and amortization 275,587 233,703 208,939 EBITDA (1,587,828 ) (971,214 ) (776,524 ) Employee share-based compensation costs 586,932 19,370 31,741 Adjusted EBITDA (Loss) (1,000,896 ) (951,844 ) (744,783 ) with the following table: Reconciliation of Adjusted EBITDA (Loss) Fiscal Year ended March 31, (Amount in thousands) 2017 2016 2015 Loss for the year as per IFRS (5,936,963 ) (1,243,302 ) (947,767 ) Employee share-based compensation costs 586,932 19,370 31,741 Depreciation and amortization 275,587 233,703 208,939 Share of loss of joint venture 9,441 11,802 11,005 Finance income (139,158 ) (95,072 ) (93,474 ) Finance costs 149,863 111,973 87,578 Change in fair value of warrants (230,111 ) 3,167 (85 ) Exceptional items 4,242,526 –– –– Income tax expense/(credit) 40,987 6,515 (42,720 ) Adjusted EBITDA (Loss) (1,000,896 ) (951,844 ) (744,783 ) 2 The Company proposes to file this correction on a Form 6-K and incorporate it by reference into the 20-F. * * * If you should have any questions concerning the enclosed matter, please contact the undersigned at (617) 570-1021. Sincerely, /s/ Michael J. Minahan Michael J. Minahan cc: Dhruv Shringi, Yatra Online, Inc. Alok Vaish, Yatra Online, Inc. Jocelyn Arel, Goodwin Procter LLP 3