SEC Company Response from Yatra Online, Inc. (YTRA) (CIK 0001516899) (YTRA) — Mar 23, 2018
Yatra Online, Inc. (YTRA) (CIK 0001516899)
Date: March 23, 2018 · CIK: 0001516899 · Accession: 0001104659-18-019749
AI Filing Summary & Sentiment
File numbers found in text: 001-37968
Referenced dates: March 8, 2018
Letter
March 23, 2018 VIA EDGAR AND FEDERAL EXPRESS U.S. Securities and Exchange Commission Division of Corporation Finance - Office of Transportation and Leisure Mail Stop 3561 100 F Street, N.E. Washington, D.C. 20549 Attention: Lyn Shenk and Amy Geddes
Re: Yatra Online, Inc. Form 20-F for Fiscal Year Ended March 31, 2017 Filed June 30, 2017 File No. 001-37968
Dear Mesdames:
This letter is submitted on behalf of Yatra Online, Inc. (the “Company”) in response to the comments from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Annual Report on Form 20-F (File No. 001-37968) filed with the Commission on June 30, 2017 (the “Annual Report”), as set forth in your letter dated March 8, 2018 addressed to Mr. Alok Vaish, Chief Financial Officer of the Company (the “Comment Letter”).
For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, the page references refer to the Annual Report.
The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.
Consolidated statement of profit or loss and other comprehensive loss for the year ended March 31, 2017, page F-2
1. We have reviewed your response to prior comment 2. Please address each of the following.
· We note your disclosure on page 64 and elsewhere in your filing that the amounts included in your exceptional items line item “relate to the expenses accrued on account of the recent Business Combination with Terrapin 3 Acquisition Corp., NASDAQ listing related legal and professional
Ms. Shenk
Ms. Geddes
Division of Corporation Finance
March 23, 2018
Page 2
expenses and contingent dividend, which totaled INR 4,242.5 million for the year ended March 31, 2017. This was a one-time cost for the year ended March 31, 2017.” Please revise your line item caption to one that better informs investors of the nature of the amounts included in that line item. We note that INR 4,069.7 of the total relates to listing expenses; however it is not entirely clear why you have identified these as such. Additionally revise the related accounting policy to specifically identify the types of items that are included in this line item and whether or not these types of items are expected to be a one-time cost. Please refer to IAS 1.86 and 97.
· We note that you have presented your expenses by nature and included subtotals to distinguish income from operating activities and non-operating activities. We note that your non-operating activities appear to be finance income, finance expense, share of loss of joint venture and exceptional items which include the items noted above. Given that the majority of the line items that you have classified as non-operating relate to financing and investing in your business, it continues to be unclear why you have segregated the line item currently captioned as “exceptional items” especially considering that you have described the majority of the total incurred for the year ended March 31, 2017 as listing expenses. Therefore, your presentation of Loss before exceptional items and income taxes subtotal appears to be inconsistent with IAS 1.86. Please revise accordingly.
RESPONSE: In response to Staff’s comments, the Company will, in all of its subsequent periodic reports, make the following voluntary changes to its existing disclosures on a go-forward basis:
· The Company will replace the line item currently captioned “Exceptional Items” with the caption “Listing and related expenses” wherever it appears in the Company’s consolidated statements of profit or loss and other comprehensive loss.
· The Company will revise its related accounting policy, which in the Company’s Form 20-F is found on page F-18, as below:
“Listing and related expenses refer to items of expense within the statement of profit or loss and other comprehensive loss which have been incurred in order to acquire listing status as well as raise additional capital through the issuance of shares of its capital stock, which are non-recurring and are of such size, similar nature or incidence that their separate disclosure is considered necessary to explain the performance of the Group, further details of which are given in Note 44.”
· The Company will remove the subtotal “Loss before exceptional items and income taxes” in the consolidated statement of profit or loss and other comprehensive loss and thus the segregation between the “Listing and related expenses” from other non-operating expenses will be eliminated.
The expense of INR 4,069.7 million represents the costs incurred by the Company to acquire its listing status as well as raise additional capital through the issuance of shares of its capital stock. These costs represents the difference between fair value of the shares issued and the net assets acquired as a result of the merger transaction between the Company and the NASDAQ-listed Terrapin 3 Acquisition Corporation. Because this one-time cost was incurred for the specific purpose of
Ms. Shenk Ms. Geddes Division of Corporation Finance March 23, 2018 Page 3
acquiring listing status, the cost is termed as the “listing expenses”. This is in line with the IFRS Interpretation Committee decision dated 12 and 13 March 2013, on “Accounting for reverse acquisitions that do not constitute a business”, which concluded that the difference between the fair value of shares and net assets acquired represents payment for a service of a stock exchange listing for the Company’s shares.
As a result of the changes described above, the revised extract of the Company’s consolidated statement of profit and loss and other comprehensive loss for the year ended March 31, 2017 would have been presented as follows:
Extract of Consolidated statement of profit or loss and other comprehensive loss for the year ended March 31, 2017
(Amount in thousands, except per share data and number of shares)
Notes
March 31,
INR
USD
INR
INR
Results from operations
(1,863,415
)
(28,791
)
(1,204,917
)
(985,463
)
Share of loss of joint venture
(9,441
)
(146
)
(11,802
)
(11,005
)
Finance income
369,269
5,705
95,072
93,559
Finance costs
(149,863
)
(2,315
)
(115,140
)
(87,578
)
Listing and related expenses
(4,242,526
)
(65,548
)
—
—
Loss before income taxes
(5,895,976
)
(91,095
)
(1,236,787
)
(990,487
)
Income tax (expense)/credit
(40,987
)
(633
)
(6,515
)
42,720
Loss for the period
(5,936,963
)
(91,728
)
(1,243,302
)
(947,767
)
* * * * *
Ms. Shenk Ms. Geddes Division of Corporation Finance March 23, 2018
Page 4
If you should have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact the undersigned at (617) 570-1021.
Sincerely,
/s/ Michael Minahan
Show Raw Text
CORRESP
1
filename1.htm
Michael J. Minahan
617.570.1021
mminahan@goodwinlaw.com
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
goodwinlaw.com
+1 617 570 1000
March 23, 2018
VIA EDGAR AND FEDERAL EXPRESS
U.S. Securities and Exchange Commission
Division of Corporation Finance - Office of Transportation and Leisure
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549
Attention: Lyn Shenk and Amy Geddes
Re: Yatra Online, Inc.
Form 20-F for Fiscal Year Ended March 31, 2017
Filed June 30, 2017
File No. 001-37968
Dear Mesdames:
This letter is submitted on behalf of Yatra Online, Inc. (the “Company”) in response to the comments from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Annual Report on Form 20-F (File No. 001-37968) filed with the Commission on June 30, 2017 (the “Annual Report”), as set forth in your letter dated March 8, 2018 addressed to Mr. Alok Vaish, Chief Financial Officer of the Company (the “Comment Letter”).
For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, the page references refer to the Annual Report.
The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.
Consolidated statement of profit or loss and other comprehensive loss for the year ended March 31, 2017, page F-2
1. We have reviewed your response to prior comment 2. Please address each of the following.
· We note your disclosure on page 64 and elsewhere in your filing that the amounts included in your exceptional items line item “relate to the expenses accrued on account of the recent Business Combination with Terrapin 3 Acquisition Corp., NASDAQ listing related legal and professional
Ms. Shenk
Ms. Geddes
Division of Corporation Finance
March 23, 2018
Page 2
expenses and contingent dividend, which totaled INR 4,242.5 million for the year ended March 31, 2017. This was a one-time cost for the year ended March 31, 2017.” Please revise your line item caption to one that better informs investors of the nature of the amounts included in that line item. We note that INR 4,069.7 of the total relates to listing expenses; however it is not entirely clear why you have identified these as such. Additionally revise the related accounting policy to specifically identify the types of items that are included in this line item and whether or not these types of items are expected to be a one-time cost. Please refer to IAS 1.86 and 97.
· We note that you have presented your expenses by nature and included subtotals to distinguish income from operating activities and non-operating activities. We note that your non-operating activities appear to be finance income, finance expense, share of loss of joint venture and exceptional items which include the items noted above. Given that the majority of the line items that you have classified as non-operating relate to financing and investing in your business, it continues to be unclear why you have segregated the line item currently captioned as “exceptional items” especially considering that you have described the majority of the total incurred for the year ended March 31, 2017 as listing expenses. Therefore, your presentation of Loss before exceptional items and income taxes subtotal appears to be inconsistent with IAS 1.86. Please revise accordingly.
RESPONSE: In response to Staff’s comments, the Company will, in all of its subsequent periodic reports, make the following voluntary changes to its existing disclosures on a go-forward basis:
· The Company will replace the line item currently captioned “Exceptional Items” with the caption “Listing and related expenses” wherever it appears in the Company’s consolidated statements of profit or loss and other comprehensive loss.
· The Company will revise its related accounting policy, which in the Company’s Form 20-F is found on page F-18, as below:
“Listing and related expenses refer to items of expense within the statement of profit or loss and other comprehensive loss which have been incurred in order to acquire listing status as well as raise additional capital through the issuance of shares of its capital stock, which are non-recurring and are of such size, similar nature or incidence that their separate disclosure is considered necessary to explain the performance of the Group, further details of which are given in Note 44.”
· The Company will remove the subtotal “Loss before exceptional items and income taxes” in the consolidated statement of profit or loss and other comprehensive loss and thus the segregation between the “Listing and related expenses” from other non-operating expenses will be eliminated.
The expense of INR 4,069.7 million represents the costs incurred by the Company to acquire its listing status as well as raise additional capital through the issuance of shares of its capital stock. These costs represents the difference between fair value of the shares issued and the net assets acquired as a result of the merger transaction between the Company and the NASDAQ-listed Terrapin 3 Acquisition Corporation. Because this one-time cost was incurred for the specific purpose of
Ms. Shenk
Ms. Geddes
Division of Corporation Finance
March 23, 2018
Page 3
acquiring listing status, the cost is termed as the “listing expenses”. This is in line with the IFRS Interpretation Committee decision dated 12 and 13 March 2013, on “Accounting for reverse acquisitions that do not constitute a business”, which concluded that the difference between the fair value of shares and net assets acquired represents payment for a service of a stock exchange listing for the Company’s shares.
As a result of the changes described above, the revised extract of the Company’s consolidated statement of profit and loss and other comprehensive loss for the year ended March 31, 2017 would have been presented as follows:
Extract of Consolidated statement of profit or loss and other comprehensive loss for the year ended March 31, 2017
(Amount in thousands, except per share data and number of shares)
Notes
March 31,
2017
2017
2016
2015
INR
USD
INR
INR
Results from operations
(1,863,415
)
(28,791
)
(1,204,917
)
(985,463
)
Share of loss of joint venture
14
(9,441
)
(146
)
(11,802
)
(11,005
)
Finance income
15
369,269
5,705
95,072
93,559
Finance costs
16
(149,863
)
(2,315
)
(115,140
)
(87,578
)
Listing and related expenses
44
(4,242,526
)
(65,548
)
—
—
Loss before income taxes
(5,895,976
)
(91,095
)
(1,236,787
)
(990,487
)
Income tax (expense)/credit
17
(40,987
)
(633
)
(6,515
)
42,720
Loss for the period
(5,936,963
)
(91,728
)
(1,243,302
)
(947,767
)
* * * * *
Ms. Shenk
Ms. Geddes
Division of Corporation Finance
March 23, 2018
Page 4
If you should have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact the undersigned at (617) 570-1021.
Sincerely,
/s/ Michael Minahan
Michael Minahan
cc: Dhruv Shringi, Chief Executive Officer, Yatra Online, Inc.
Alok Vaish, Chief Financial Officer, Yatra Online, Inc.
Jocelyn Arel, Goodwin Procter LLP