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Michael J. Minahan 617.570.1021 |
Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 T: 617.570.1000 F: 617.523.1231 |
February 5, 2018
VIA EDGAR AND FEDERAL EXPRESS
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United States Securities and Exchange Commission | |
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100 F Street, N.E. | |
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Washington, D.C. 20549 | |
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Attention: |
Lyn Shenk, Branch Chief |
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Office of Transportation and Leisure |
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Re: |
Yatra Online, Inc. |
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Form 20-F for Fiscal Year Ended March 31, 2017 |
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Filed June 30, 2017 |
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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:
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Reconciliation of Adjusted EBITDA (Loss) |
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Fiscal Year ended March 31, |
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(Amount in thousands) |
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2017 |
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2016 |
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2015 |
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Results from operations as per IFRS*(before exceptional items) |
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(1,863,415 |
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(1,204,917 |
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(985,463 |
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Depreciation and amortization |
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275,587 |
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233,703 |
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208,939 |
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EBITDA |
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(1,587,828 |
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(971,214 |
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(776,524 |
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Employee share-based compensation costs |
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586,932 |
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19,370 |
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31,741 |
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Adjusted EBITDA (Loss) |
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(1,000,896 |
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(951,844 |
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(744,783 |
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with the following table:
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Reconciliation of Adjusted EBITDA (Loss) |
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Fiscal Year ended March 31, |
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(Amount in thousands) |
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2017 |
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2016 |
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2015 |
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Loss for the year as per IFRS |
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(5,936,963 |
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(1,243,302 |
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(947,767 |
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Employee share-based compensation costs |
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586,932 |
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19,370 |
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31,741 |
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Depreciation and amortization |
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275,587 |
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233,703 |
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208,939 |
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Share of loss of joint venture |
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9,441 |
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11,802 |
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11,005 |
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Finance income |
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(139,158 |
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(95,072 |
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(93,474 |
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Finance costs |
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149,863 |
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111,973 |
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87,578 |
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Change in fair value of warrants |
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(230,111 |
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3,167 |
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(85 |
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Exceptional items |
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4,242,526 |
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–– |
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–– |
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Income tax expense/(credit) |
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40,987 |
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6,515 |
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(42,720 |
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Adjusted EBITDA (Loss) |
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(1,000,896 |
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(951,844 |
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(744,783 |
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The Company proposes to file this correction on a Form 6-K and incorporate it by reference into the 20-F.
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If you should have any questions concerning the enclosed matter, please contact the undersigned at (617) 570-1021.
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Sincerely, |
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/s/ Michael J. Minahan |
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Michael J. Minahan |
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cc: |
Dhruv Shringi, Yatra Online, Inc. |
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Alok Vaish, Yatra Online, Inc. |
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Jocelyn Arel, Goodwin Procter LLP |
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