Business Context and Reporting Period
This Form 6-K filing by Yatra Online, Inc. is dated March 28, 2018. The document addresses a voluntary change in the basis of presentation and a correction to the reconciliation of Adjusted EBITDA (Loss) for the fiscal years ended March 31, 2015, 2016, and 2017. These changes were made at the request of the U.S. Securities and Exchange Commission (SEC) to align with IFRS standards regarding the classification of listing expenses.
Key Financial Metrics
The filing provides restated financial data for the fiscal year ended March 31, 2017, alongside comparative data for 2016 and 2015. All amounts are in thousands unless otherwise noted.
| Metric (INR) | FY 2017 | FY 2016 | FY 2015 |
|---|---|---|---|
| Loss for the year (IFRS) | (5,936,963) | (1,243,302) | (947,767) |
| Listing and related expenses | (4,242,526) | — | — |
| Employee share-based compensation | 586,932 | 19,370 | 31,741 |
| Depreciation and amortization | 275,587 | 233,703 | 208,939 |
| Adjusted EBITDA (Loss) | (1,000,896) | (951,844) | (744,783) |
The filing does not provide specific data on revenue, cash flow, debt, or liquidity metrics for the reporting period.
Material Changes Versus Prior Period
- Reconciliation Methodology: The company changed the starting point for its Adjusted EBITDA reconciliation from "Results from operations" to "Loss for the year" to better align with IFRS measures.
- Expense Classification: The line item "Exceptional Items" has been replaced with "Listing and related expenses." This change isolates the INR 4,242.5 million cost incurred in FY 2017 related to the reverse acquisition and listing on NASDAQ.
- Subtotal Removal: The subtotal "Loss before exceptional items and income taxes" has been removed from the consolidated statement of profit or loss.
Management Commentary and Risks
Management clarified that the INR 4,069.7 million (presented as INR 4,242.5 million in the statement) listing expense represents the difference between the fair value of shares issued and the net assets acquired during the merger with Terrapin 3 Acquisition Corporation. This is treated as a non-recurring cost for acquiring listing status, consistent with the IFRS Interpretation Committee decision on reverse acquisitions.
The filing notes that Adjusted EBITDA is a non-IFRS measure and may not be comparable to similarly titled measures used by other companies. It excludes significant items such as employee share-based compensation, listing expenses, and changes in the fair value of warrants.
Investor Verification Checklist
- Verify the impact of the INR 4.2 billion listing expense on the company's FY 2017 net loss.
- Confirm the treatment of the reverse acquisition with Terrapin 3 Acquisition Corporation in future filings.
- Review the updated Form 20-F to ensure the new "Listing and related expenses" line item is consistently applied.
- Assess the sustainability of Adjusted EBITDA given the exclusion of significant non-cash and one-time items.