6-K
Yatra Online, Inc. (YTRA)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
Reportof Foreign Private Issuer
Pursuantto Rule 13a-16 or 15d-16
ofthe Securities Exchange Act of 1934
December21, 2021
YATRAONLINE, INC.
GulfAdiba, Plot No. 272,
04thFloor, Udyog Vihar, Phase-II,
Sector-20,Gurugram-122008, Haryana
India
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
OtherEvents
EarningsRelease for the Three Months ended September 30, 2021
On December 21, 2021, Yatra Online, Inc. issued an earnings release announcing its unaudited financial and operating results for the three months ended September 30, 2021. A copy of the earnings release is attached hereto as Exhibit 99.1.
Terminationof Half-Share Warrants
On December 16, 2021, at 5:00 p.m., New York time, outstanding warrants (the “Warrants”) to purchase an aggregate of 17,337,500 Ordinary Shares expired by their original terms. The Warrants were originally issued pursuant to a Warrant Agreement, dated July 16, 2014, between Yatra USA and Continental Stock Transfer & Trust Company (“Continental”), as amended by that certain Assignment, Assumption and Amendment Agreement, dated December 16, 2016, among Yatra, Yatra USA and Continental. The Warrants originally became exercisable after January 15, 2017, at an exercise price of $5.75 per half-share, and were listed on the OTCQX® Best Market under the symbol “YTROF” until their expiration. Each of the Warrants became void upon expiration.
Extensionof Exchange and Support Agreement
On December 16, 2021, Yatra Online Inc. (“Yatra”), Yatra USA Corp. (f/k/a Terrapin Acquisition 3 Corporation) (“Yatra USA”) and the holders (the “Yatra USA Class F Holders”) of Yatra USA’s Class F Common Stock, par value $0.0001 (the “Yatra USA Class F Shares”) entered into Amendment No. 1 to the Exchange and Support Agreement (the “Amendment”). The Amendment amends the Exchange and Support Agreement, dated December 16, 2016, between Yatra, Yatra USA and the Yatra USA Class F Holders (the “Agreement”), pursuant to which the Yatra USA Class F Holders had the right to exchange any or all of their Yatra USA Class F Shares, at their option and from time to time, for the same amount of ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) of Yatra. The Agreement was originally due to expire on December 16, 2021 pursuant to its terms. Pursuant to the Amendment, the Agreement will now expire upon the earlier of (i) the date that no Yatra USA Class F Shares remain outstanding or (ii) the mutual written consent of Yatra, Yatra USA and the Yatra USA Class F Holders.
The foregoing descriptions of the Agreement and the Amendment are only summaries and are qualified in their entirety by reference to the Agreement and the Amendment, copies of which are attached as Exhibits 10.1 and 10.2 to this Report on Form 6-K.
This Report on Form 6-K is hereby incorporated by reference into Yatra Online, Inc.’s registration statements on Form F-3 (Registration Statement Nos. 333-215653 and 333- 256442) filed with the Securities and Exchange Commission on April 11, 2018 and May 24, 2021 respectively, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
ExhibitIndex
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| YATRA ONLINE, INC. | ||
|---|---|---|
| Date:<br> December 21, 2021 | By: | /s/ Dhruv Shringi |
| Dhruv<br> Shringi | ||
| Chief<br> Executive Officer |
| 3 |
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Exhibit99.1
YATRAONLINE, INC. ANNOUNCES RESULTS FOR
THETHREE MONTHS ENDED SEPTEMBER 30, 2021
Gurugram,India and New York December 21, 2021— Yatra Online, Inc. (NASDAQ: YTRA), India’s leading corporate travel services provider and one of India’s leading online travel companies, today announced its unaudited financial and operating results for the three months ended September 30, 2021.
“Emerging from the second wave of COVID-19 in the June quarter, which brought daily case-counts in excess of 400k, India recovered rapidly through a combination of lockdowns and mass vaccinations and is currently averaging about 7,000 cases per day. Over 820 million people or approximately 60% of the population in India have now received at least one dose of the Covid-19 vaccine with 530 million people (over 38% of the population) have received two doses. This led to travel demand re-emerging. Amidst this recovery backdrop, we continued to execute strongly with our Adjusted Revenue increasing 61% QoQ and 109% YoY to INR 788.7 million. Additionally we delivered positive Adjusted EBITDA of INR 23.3 million, which would have been INR 53.8 million, excluding the investment in our recently launched Yatra Freight business. In the September quarter, industry air passenger numbers grew 74% sequentially as compared to June 2021 quarter, while we registered better than industry passenger growth of 116% QoQ. We are also beginning to see signs of recovery in corporate travel, as a large number of employees get fully vaccinated. During the month of November 2021, gross booking for corporates grew 81.4% as compared to September 2021 and Revenue reached approximately 50% of pre-covid levels. That said, recovery in International travel has slowed down in the month of December due to the spread of Omicron, however, bookings for domestic travel have again picked up in the past few days after dropping from November levels in the first two weeks of December. Domestic travel in India is witnessing a strong resurgence as people realign their plans and shift focus towards domestic travel given the restrictions placed on International travel. We are optimistic about the growth and recovery based on the trends that we witnessed in the months of October and November and believe that our well recognized brand and healthy balance sheet put us in a strong position to capitalize as the recovery continues to gain momentum.” - Dhruv Shringi, Co-founder and CEO.
Financialand operating highlights for the three months ended September 30, 2021**:**
| ● | Revenue of INR 450.5 million (USD 6.1 million). | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| ● | Adjusted Revenue^(1)^ of INR 788.7 million (USD 10.6 million), representing an increase<br> of 61.4% quarter-over-quarter basis (“QoQ”) and an increase of 108.8% on year<br> over year basis (“YoY”). | ||||||||
| ● | Adjusted Revenue^(1)^ from Air Ticketing of INR 508.6 million (USD 6.9 million), representing<br> an increase of 64.9% QoQ and an increase of 100.9% YoY. | ||||||||
| ● | Adjusted Revenue^(1)^ from Hotels and Packages of INR 163.5 million (USD 2.2 million),<br> representing an increase of 262.2% QoQ and an increase of 259.0% YoY. | ||||||||
| ● | Total Gross Bookings (Air Ticketing, Hotels and Packages and others) ^(3)^ of INR<br> 8,463.7 million (USD 114.1 million), representing an increase of 223.6% QoQ and an increase<br> of 348.2%YoY. | ||||||||
| ● | Result from operations was a loss of INR 140.0 million (USD 1.9 million) versus a loss of INR<br> 86.8 million (USD 1.2 million) for the three months ended June 30, 2021. | ||||||||
| ● | Adjusted EBITDA ^(2)^ Profit was INR 23.3 million (USD 0.3 million) versus a profit of<br> INR 38.8 million (USD 0.5 million) for the three months ended June 30, 2021. | ||||||||
| Three months ended | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| June 30, 2021 | September 30, 2021 | September 30, 2021 | QoQ Chang | ||||||
| Unaudited | |||||||||
| (In thousands except percentages) | % | ||||||||
| Financial Summary as per IFRS | |||||||||
| Revenue | 46.8 | % | |||||||
| Results from operations | ) | ) | ) | (61.3 | )% | ||||
| Loss for the period | ) | ) | ) | (74.4 | )% | ||||
| Financial Summary as per non-IFRS measures | |||||||||
| Adjusted Revenue (1) | 61.4 | % | |||||||
| Air Ticketing | 64.9 | % | |||||||
| Hotels and Packages | 262.2 | % | |||||||
| Other Services | 95.3 | % | |||||||
| Others (Including Other Income) | (32.5 | )% | |||||||
| Adjusted EBITDA (2) | (40.0 | )% | |||||||
| Operating Metrics | |||||||||
| Gross Bookings (3) | 226.2 | % | |||||||
| Air Ticketing | 249.9 | % | |||||||
| Hotels and Packages | 335.7 | % | |||||||
| Other Services ^(7^^)^ | 76.5 | % | |||||||
| Net Revenue Margin% (4) | |||||||||
| Air Ticketing | % | % | |||||||
| Hotels and Packages | % | % | |||||||
| Other Services | % | % | |||||||
| Quantitative details (5) | |||||||||
| Air Passengers Booked | 116.0 | % | |||||||
| Stand-alone Hotel Room Nights Booked | 312.8 | % | |||||||
| Packages Passengers Travelled | 42.0 | % |
All values are in Indian Rupees.
| Three months ended September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2021 | 2021 | YoY Change | ||||||
| Unaudited | |||||||||
| (In thousands except percentages) | % | ||||||||
| Financial Summary as per IFRS | |||||||||
| Revenue | 71.1 | % | |||||||
| Results from operations | ) | ) | ) | 51.5 | % | ||||
| Loss for the period | ) | ) | ) | 53.4 | % | ||||
| Financial Summary as per non-IFRS measures | |||||||||
| Adjusted Revenue (1) | 108.8 | % | |||||||
| Air Ticketing | 100.9 | % | |||||||
| Hotels and Packages | 259.0 | % | |||||||
| Other Services | 598.2 | % | |||||||
| Others (Including Other Income) | 5.8 | % | |||||||
| Adjusted EBITDA (2) | ) | 118.6 | % | ||||||
| Operating Metrics | |||||||||
| Gross Bookings (3) | 356.4 | % | |||||||
| Air Ticketing | 319.9 | % | |||||||
| Hotels and Packages | 797.9 | % | |||||||
| Other Services ^(7^^)^ | 412.4 | % | |||||||
| Net Revenue Margin% (6) | |||||||||
| Air Ticketing | % | % | |||||||
| Hotels and Packages | % | % | |||||||
| Other Services | % | % | |||||||
| Quantitative details (5) | |||||||||
| Air Passengers Booked | 93.2 | % | |||||||
| Stand-alone Hotel Room Nights Booked | 641.0 | % | |||||||
| Packages Passengers Travelled | 42.0 | % |
All values are in Indian Rupees.
Note:
| (1) | Adjusted<br> Revenue represents Revenue and other income after deducting Service costs and adding back<br> expenses related to consumer promotions and loyalty program costs that has been reduced from<br> Revenue. See section “Certain Non-IFRS Measures.” |
|---|---|
| (2) | See<br> the section below titled “Certain Non-IFRS Measures.” |
| (3) | Gross<br> Bookings represent the total amount paid by our customers for travel services, freight<br> services and products booked through us, including taxes, fees and other charges, and<br> are net of cancellation and refunds. |
| (4) | Net<br> Revenue Margin is defined as Adjusted Revenue as a percentage of Gross Booking. |
| (5) | Quantitative<br> details are considered on a gross basis. |
| (6) | Net<br> Revenue Margin is defined as Adjusted Revenue as a percentage of Gross Booking. |
| (7) | Other<br> Services primarily consists of Yatra Freight, our recently launched freight business,<br> bus, rail bookings, cab and others services. |
As of September 30, 2021, 62,360,228 shares (on an as-converted basis), par value $0.0001 per share were issued and outstanding.
ConvenienceTranslation
The unaudited condensed consolidated financial statements are stated in INR. However, solely for the convenience of readers, the unaudited interim condensed consolidated statement of profit or loss and other comprehensive loss for the three and six months ended September 30, 2021, the unaudited interim condensed consolidated statement of financial position as of September 30, 2021, the unaudited interim condensed consolidated statement of changes in equity for the six months ended September 30, 2021, the unaudited interim condensed consolidated statement of cash flows for the six months ended September 30, 2021 and discussion of the results of the three months ended September 30, 2021 compared with three months ended September 30, 2020 and compared with three months ended June 30, 2021, were converted into U.S. dollars at the exchange rate of 74.16 INR per USD, which is based on the noon buying rate as at September 30, 2021, in The City of New York for cable transfers of Indian rupees as certified for customs purposes by the Federal Reserve Bank of New York. This arithmetic conversion should not be construed as representation that the amounts expressed in INR may be converted into USD at that or any other exchange rate as well as that such numbers are in compliance as per the requirements of the International Financial Reporting Standards (“IFRS”).
RecentDevelopments
COVID-19Pandemic
Toward the end of the fourth quarter of fiscal year 2021, a severe second wave of COVID-19 infections emerged in India that was more severe than the first wave that occurred in 2020. This second wave led to the re-imposition, beginning in April 2021, of states-wide travel restrictions, lock downs and curfews across India, having a significant negative impact on revenue for all our reportable segments in the three months ended June 30, 2021. Those restrictions, imposed due to the second-wave in India, have largely been lifted leading to recovery in the Indian travel industry. Domestic Air Passenger traffic recovered to 18.8 million passengers in the quarter ended September 30, 2021, a sequential increase of 74%, versus 10.8 million passengers in the quarter ended June 30, 2021. According to global analytics company CRISIL, it is expected that airline traffic volume in this fiscal year will be approximately 60% of the fiscal 2020 volume, with recovery to pre-pandemic levels anticipated by the fourth quarter of fiscal year 2023. The extent of the effects of the COVID-19 pandemic on our business, results of operations, cash flows and growth prospects remain uncertain and would be dependent on future developments. These include, but are not limited to, the severity, extent and duration of the pandemic, its impact on the travel industries and consumer spending, rates of vaccination and the effectiveness of vaccinations against various mutations or variants of the COVID-19 pandemic.
We continue to implement certain measures and modified certain policies in light of the COVID-19 pandemic. For example, we have largely automated our re-scheduling and cancellation of bookings and provided our customers greater flexibility to defer or cancel their travel plans. In addition, we have also undertaken certain cost reduction initiatives, including implementing salary reductions and freezes and work from home policies, renegotiating fixed costs such as rent, deferring non-critical capital expenditures, reducing our marketing expenses and renegotiating our supplier payments and contracts. We believe these cost control measures have helped mitigate the economic impact of the COVID-19 pandemic on our business. We expect to continue to adapt our policies and cost reduction initiatives as the situation evolves.
EbixLitigation Update
On June 5, 2020, we delivered to Ebix Inc. (“Ebix”) our notice of termination of the merger agreement with Ebix and filed litigation in the Court of Chancery of the State of Delaware based upon Ebix’s breaches of the merger agreement and an ancillary extension agreement. In addition, we also sued Ebix for fraud and sued Ebix’s consortium of lenders for tortious interference with contractual relations. On August 30, 2021, the court granted Ebix motions to dismiss and dismissed the complaint in its entirety. On September 17, 2021, we filed a notice of appeal of the Dismissal to the Supreme Court of the State of Delaware. The matter is currently pending. Litigation and related matters are costly and may divert the attention of our management and other employee resources that would otherwise be engaged in other activities, which could adversely impact our business. If any claims are brought against us and result in a finding of legal liability or if we were unable to prevail on appeal in our claims in this litigation, our business, results of operations, liquidity and financial condition could be adversely affected. In addition, allegations of wrongful conduct by Ebix, regardless of veracity, may harm our reputation, which may also adversely impact our business and growth prospects.
Terminationof Half-Share Warrants
On December 16, 2021, at 5:00 p.m., New York time, outstanding warrants (the “Warrants”) to purchase an aggregate of 17,337,500 of our ordinary shares expired by their original terms. The Warrants were originally issued pursuant to a Warrant Agreement, dated July 16, 2014, between Yatra USA and Continental Stock Transfer & Trust Company (“Continental”), as amended by that certain Assignment, Assumption and Amendment Agreement, dated December 16, 2016, among us, Yatra USA and Continental. The Warrants originally became exercisable after January 15, 2017, at an exercise price of $5.75 per half-share, and were listed on the OTCQX® Best Market under the symbol “YTROF” until their expiration. Each of the Warrants became void upon expiration.
Extensionof Exchange and Support Agreement
On December 16, 2021, we, Yatra USA Corp. (f/k/a Terrapin Acquisition 3 Corporation) (“Yatra USA”) and the holders (the “Yatra USA Class F Holders”) of Yatra USA’s Class F Common Stock, par value $0.0001 (the “Yatra USA Class F Shares”) entered into Amendment No. 1 to the Exchange and Support Agreement (the “Amendment”). The Amendment amends the Exchange and Support Agreement, dated December 16, 2016, between us, Yatra USA and the Yatra USA Class F Holders (the “Agreement”), pursuant to which the Yatra USA Class F Holders had the right to exchange any or all of their Yatra USA Class F Shares, at their option and from time to time, for the same amount of our ordinary shares. The Agreement was originally due to expire on December 16, 2021 pursuant to its terms. Pursuant to the Amendment, the Agreement will now expire upon the earlier of (i) the date that no Yatra USA Class F Shares remain outstanding or (ii) the mutual written consent of us, Yatra USA and the Yatra USA Class F Holders.
Yatra Freight
In September 2020, we launched a new end-to-end freight forwarding business, Yatra Freight, which connects companies with multi-modal logistics options. As we look towards digitizing the logistics space, we believe our corporate travel relationships with both airline and enterprise executive management, together with our technology capabilities, give us a significant head start in the freight forwarding business. Despite the pandemic, we have rapidly scaled up this business over the past few months and we believe this business has the potential to be even bigger than corporate travel over the long-term. The freight platform that we are building has the potential to be a global product and we believe it will enable us to deliver multiple years of strong growth. Results of our Yatra Freight operations are included in our Other services, which also includes bus, rail bookings, cab and others services.
Resultsof Three Months Ended September 30, 2021
Revenue. We generated Revenue of INR 450.5 million (USD 6.1 million) in the three months ended September 30, 2021, an increase of 71.1% YOY compared with INR 263.3 million (USD 3.6 million) in three months ended September 30, 2020. The increase in Revenue was primarily due to recovery in travel demand attributable to gradual easing of travel restrictions and an increase in vaccinations in the quarter ended September 30, 2021.
Our Revenue in the current reported quarter increased by 46.8% QoQ an increase of INR 143.5 million (USD 1.9 million) as compared to INR 306.9 million (USD 4.1 million) in the three months ended June 30, 2021 due to a recovery from the second wave of COVID-19 infections that emerged in India leading to lower demand due to re-imposed travel restrictions in the three months ended June 30, 2021 .
Servicecost. Our Service cost increased to INR 23.4 million (USD 0.3 million) in the three months ended September 30, 2021 , compared to Service cost of INR 2.6 million (USD 0.03 million) in the three months ended September 30, 2020, primarily due to increased sales of holiday packages due to the recovery from the impact of the COVID-19 pandemic.
On a sequential basis, Service cost increased by INR 14.0 million (USD 0.2 million), or 148.9% quarter-over-quarter, compared to Service cost of INR 9.4 million (USD 0.1 million) in the three months ended June 30, 2021, due to a recovery from the second wave of COVID-19 infections that emerged in India leading to lower demand due to re-imposed travel restrictions.
AdjustedRevenue^(1)^** Our Adjusted Revenue increased by 108.8% YOY to INR 788.7 million (USD 10.6 million) in the three months ended September 30, 2021 from INR 377.7 million (USD 5.1 million) in the three months ended September 30, 2020. In the three months ended September 30, 2021, Adjusted Revenue includes the add-back of expenses in the nature of consumer promotion and certain loyalty program costs reduced from Revenue of INR 315.1 million (USD 4.2 million) in the three months ended September 30, 2021 compared to an add-back of INR 86.7 million (USD 1.2 million) in the three months ended September 30, 2020. These expenses have been added back to calculate Adjusted Revenue, with the accompanying increase in marketing and sales promotions expenses, to more accurately reflect the way we view our ongoing business. Under IFRS 15, these expenses are required to be reduced from Revenue, an IFRS measure. The increase in Adjusted Revenue resulted mainly from an increase of 100.9% in our Adjusted Revenue from Air Ticketing along with an increase of 259.0% in our Adjusted Revenue from Hotels and Packages, an increase of 598.2% in Other Services and an increase of 5.8% in Others (Including Other Income) which primarily consists of advertisement income, facilitation fees and income on liabilities no longer required to be paid.
On a sequential basis Adjusted Revenue increased by INR 300.0 million (USD 4.0 million), or 61.4%, quarter-over-quarter, compared to Adjusted Revenue of INR 488.7 million (USD 6.6 million) for the three months ended June 30, 2021 due to a recovery from the second wave of COVID-19 infections that emerged in India leading to lower demand due to re-imposed travel restrictions.
The following table reconciles our Revenue (an IFRS measure) to Adjusted Revenue (a non-IFRS measure), for further details, see section below titled “Certain Non-IFRS Measures.”
Reconciliationof Revenue (an IFRS measure) to Adjusted Revenue
(anon-IFRS measure)
| Air Ticketing | Hotels and Packages | Other Services | Others | Total | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended September 30, | ||||||||||||||||||||||||
| Amount in INR thousands (Unaudited) | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | ||||||||||||||
| Revenue | 181,375 | 284,949 | 35,669 | 98,985 | 3,150 | 35,399 | 43,100 | 31,126 | 263,294 | 450,459 | ||||||||||||||
| Add: Customer promotional expenses | 71,825 | 223,667 | 12,426 | 87,912 | 2,430 | 3,563 | - | 86,681 | 315,142 | |||||||||||||||
| Service cost | - | - | (2,557 | ) | (23,405 | ) | - | - | (2,557 | ) | (23,405 | ) | ||||||||||||
| Other income | - | - | - | - | - | - | 30,298 | 46,514 | ||||||||||||||||
| Adjusted Revenue | 253,200 | 508,616 | 45,538 | 163,492 | 5,580 | 38,962 | 43,100 | 31,126 | 377,716 | 788,710 |
| Air Ticketing | Hotels and Packages | Other Services | Others | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended June 30, | ||||||||||||
| Amount in INR thousands (Unaudited) | 2021 | 2021 | 2021 | 2021 | 2021 | |||||||
| Revenue | 219,869 | 34,088 | 16,828 | 36,143 | 306,928 | |||||||
| Add: Customer promotional expenses | 88,644 | 20,475 | 3,117 | - | 112,236 | |||||||
| Service cost | - | (9,430 | ) | - | (9,430 | ) | ||||||
| Other income | - | - | - | 78,927 | ||||||||
| Adjusted Revenue | 308,513 | 45,133 | 19,945 | 36,143 | 488,661 |
AirTicketing. Revenue from our Air Ticketing business was INR 284.9 million (USD 3.8 million) in the three months ended September 30, 2021 as compared to INR 181.4 million (USD 2.4 million) in the three months ended September 30, 2020, reflecting an increase of 57.1% YOY.
On a sequential basis, Revenue from our Air Ticketing business increased by INR 65.1 million (USD 0.9 million), or 29.6%, compared to Revenue of INR 219.9 million (USD 3.0 million) in the three months ended June 30, 2021 due to a recovery from the second wave of COVID-19 infections that emerged in India leading to lower demand due to re-imposed travel restrictions.
Adjusted Revenue ^(1)^from our Air Ticketing business increased to INR 508.6 million (USD 6.9 million) in the three months ended September 30, 2021 against INR 253.2 million (USD 3.4 million) in the three months ended September 30, 2020. In the three months ended September 30, 2021 , Adjusted Revenue ^(1)^for Air Ticketing includes the add-back of INR 223.7 million (USD 3.0 million) of consumer promotion and loyalty program costs, which reduced Revenue as per IFRS 15, against an add-back of INR 71.8 million (USD 0.2 million) in the three months ended September 30, 2020. The increase in Adjusted Revenue from Air Ticketing is due to recovery in travel demand attributable to gradual easing of travel restrictions and an increase in vaccinations in the quarter ended September 30, 2021.
On a sequential basis, Adjusted Revenue for Air Ticketing increased by INR 200.1 million (USD 2.7 million), or 64.9% quarter-over-quarter, compared to Adjusted Revenue for Air Ticketing of INR 308.5 million (USD 4.2 million) in the three months ended June 30, 2021 due to a recovery from the second wave of COVID-19 infections that emerged in India leading to lower demand due to re-imposed travel restrictions.
Hotelsand Packages. Revenue from our Hotels and Packages business was INR 99.0 million (USD 1.3 million) in the three months ended September 30, 2021 compared to INR 35.7 million (USD 0.5 million) in the three months ended September 30, 2020.
On a sequential basis, Revenue from our Hotel and Packages business increased by INR 64.9.million (USD 0.9 million), or 190.4%, compared to Revenue from our Hotel and Packages business of INR 34.1million (USD 0.5 million) in the three months ended June 30, 2021
Adjusted Revenue ^(1)^ for this segment increased by 259.0% to INR 163.5 million (USD 2.2 million) in the three months ended September 30, 2021 from INR 45.5 million (USD 0.6 million) in the three months ended September 30, 2020. In the three months ended September 30, 2021, Adjusted Revenue ^(1)^ for Hotels & Packages includes the add-back of customer promotional expenses, which had been reduced from Revenue as per IFRS 15 of INR 87.9 million (USD 1.2 million) against an add-back of INR 12.4 million (USD 0.2 million) in the three months ended September 30, 2020. The increase in adjusted Revenue from Hotels & Packages is due to recovery in travel demand attributable to gradual easing of travel an restrictions and increase in vaccinations in the quarter ended September 30, 2021.
On a sequential basis, Adjusted Revenue for this segment increased by INR 118.4 million (USD 1.6 million), or 262.2%, quarter-over-quarter, compared to Adjusted Revenue for this segment of INR 45.1 million (USD 0.6 million) in the three months ended June 30, 2021.
Other Services. Our Other Services was INR 35.4 million (USD 0.5 million) in the three months ended September 30, 2021, an increase from INR 3.2 million (USD 0.04 million) in the three months ended September 30, 2020.
On a sequential basis, Other Revenue increased by INR 18.6 million (USD 0.3 million), or 110.4% quarter-over-quarter, compared to Other Revenue of INR 16.8 million (USD 0.2 million) in the three months ended June 30, 2021.
Adjusted Revenue for this segment increased by 598.2% to INR 39.0 million (USD 0.5 million) in the three months ended September 30, 2021 from INR 5.6 million (USD 0.1 million) in the three months ended September 30, 2020. In the three months ended September 30, 2021, Adjusted Revenue includes the add-back of consumer promotion expenses, which had been reduced from Revenue as per IFRS 15 of INR 3.6 million (USD 0.05 million) against an add-back of INR 2.4 million (USD 0.03 million) in the three months ended September 30, 2020. This increase in Adjusted Revenue is primarily due to increase in revenue from Yatra Freight, our recently launched freight business.
OtherRevenue. Our Other Revenue was INR 31.1 million (USD 0.4 million) in the three months ended September 30, 2021, a decline from INR 43.1 million (USD 0.6 million) in the three months ended September 30, 2020.
On a sequential basis, Other Revenue declined by INR 5.0 million (USD 0.1 million), or 13.9% quarter-over-quarter, compared to Other Revenue of INR 36.1 million (USD 0.5 million) in the three months ended June 30, 2021.
OtherIncome. Our Other income increased to INR 46.5 million (USD 0.6 million) in the three months ended September 30, 2021 from INR 30.3 million (USD 0.4 million) in the three months ended September 30, 2020 due to the impact of write back of liabilities no longer required to be paid.
PersonnelExpenses. Our personnel expenses increased by 31.7% to INR 295.7 million (USD 4.0 million) in the three months ended September 30, 2021 from INR 224.6 million (USD 3.0 million) in the three months ended September 30, 2020 due to the impact of the addition of personnel in the Yatra Freight business and the gradual reinstatement of salaries for mid and junior level employees to pre-pandemic levels.
(1) See the section titled “Certain Non-IFRS Measures.”
Marketingand Sales Promotion Expenses. Marketing and sales promotion expenses increased by 97.6% to INR 29.0 million (USD 0.4 million) in the three months ended September 30, 2021 from INR 14.7 million (USD 0.2 million) in the three months ended September 30, 2020. Adding back the expenses for consumer promotions and loyalty program costs, which have been reduced from Revenue per IFRS 15, our marketing spend would have been INR 344.2 million (USD 4.6 million) against INR 101.4 million (USD 1.4 million) in the three months ended September 30, 2020, a 239.5% increase year-over-year for the quarter.
OtherOperating Expenses. Other operating expenses increased by 0.3% to INR 204.7 million (USD 2.8 million) in the three months ended September 30, 2021 from INR 204.0 million (USD 2.8 million) in the three months ended September 30, 2020 primarily due to an increase in commission, legal and professional charges, payment gateway charges and insurance charges which is partially offset by a decrease in communication and provision for doubtful debts and bad debts written off.
AdjustedEBITDA profit/(loss) ^(^^1)^.** Due to the forgoing factors, Adjusted EBITDA profit^(1)^ increased to INR 23.3 million (USD 0.3 million) in the three months ended September 30, 2021 from Adjusted EBITDA loss^(1)^ of INR (125.0) million (USD (1.7) million) in the three months ended September 30, 2020. Excluding the Adjusted EBITDA loss of our Yatra Freight business, the Adjusted EBITDA profit would be INR 53.8 million (USD 0.7 million) for the three months ended September 30, 2021 as compared to an Adjusted EBITDA loss of INR 123.7 million (USD 1.7 million) for the three months ended September 30, 2020.
Depreciationand Amortization. Our depreciation and amortization expenses decreased by 38.3% to INR 84.1 million (USD 1.1 million) in the three months ended September 30, 2021 from INR 136.4 million (USD 1.8 million) in the three months ended September 30, 2020 primarily as a result of reduction in block of the assets as compared to the three months ended September 30, 2020.
Resultsfrom Operations. As a result of the foregoing factors, our Results from Operations was a loss of INR (140.0) million (USD (1.9) million) in the three months ended September 30, 2021. Our loss for the three months ended September 30, 2020 was INR (288.7) million (USD (3.9) million). Excluding the employee share-based compensation costs, Adjusted Results from Operations^(1)^ would have been loss of INR 60.8 million (USD 0.8 million) for three months ended September 30, 2021 as compared to loss of INR 261.4 million (USD 3.5 million) for three months ended September 30, 2020.
Shareof Loss of Joint Venture. This loss pertains to a joint venture investment that operates in adventure travel activities. Our loss from this joint venture was INR 1.2 million (USD 0.02 million) in the three months ended September 30, 2021 compared to profit of INR 0.4 million (USD 0.01 million) in the three months ended September 30, 2020.
FinanceIncome. Our finance income decreased to INR 13.2 million (USD 0.2 million) in the three months ended September 30, 2021 from INR 22.6 million (USD 0.3 million) in the three months ended September 30, 2020. The decrease was primarily due to a decrease in the interest income earned from our bank deposits and interest income on income tax refund received in the three months ended September 30, 2020.
FinanceCosts. Our finance costs of INR 22.5 million (USD 0.3 million) in the three months ended September 30, 2021 which includes interest on the lease liability of INR 10.8 million (USD 0.1 million) decreased by INR 9.0 million from finance cost of INR 31.4 million (USD 0.4 million) in the three months ended September 30, 2020, which includes interest on the lease liability of INR 18.1 million (USD 0.2 million) . The decrease was due to a decrease in interest on borrowings and a loss on account of foreign exchange fluctuation.
Changein fair value of warrants*.* The change in the fair market value of warrants resulted in a gain of INR 12.9 million (USD 0.1 million) during the three months ended September 30, 2021 as compared to a loss of INR 4.0 million (USD 0.1 million) in the three months ended September 30, 2020.
IncomeTax Expense. Our income tax expense during the three months ended September 30, 2021 was INR 2.6 million (USD 0.04 million) compared to a tax benefit of INR 0.5 million (USD 0.01 million) during the three months ended September 30, 2020.
Lossfor the Period. As a result of the foregoing factors, our loss in the three months ended September 30, 2021 was INR 140.2 million (USD 1.9 million) as compared to a loss of INR 300.6 million (USD 4.1 million) in the three months ended September 30, 2020. Excluding the employee share based compensation costs and net change in fair value of warrants, the Adjusted Loss^(1)^ would have been INR 73.8 million (USD 1.0 million) for the three months ended September 30, 2021 and INR 269.3 million (USD 3.6 million) for the three months ended September 30, 2020.
BasicLoss per Share. Basic Loss per share was INR 2.23 (USD 0.03) in the three months ended September 30, 2021 as compared to Basic Loss per share of INR 4.88 (USD 0.07) in the three months ended September 30, 2020. After excluding the employee share-based compensation costs and net change in fair value of warrants Adjusted Basic Loss per Share^(1)^ would have been INR 1.18 (USD 0.02) in the three months ended September 30, 2021, as compared to Adjusted Basic Loss INR 4.37 (USD 0.06) in the three months ended September 30, 2020.
DilutedLoss per Share. Diluted Loss per share was INR 2.23 (USD 0.03) in the three months ended September 30, 2021 as compared to Diluted Loss per share of INR 4.89 (USD 0.07) in the three months ended September 30, 2020. After excluding the employee share-based compensation costs and net change in fair value of warrants, Adjusted Diluted Loss per Share^(1)^would have been INR 1.18 (USD 0.02) in the three months ended September 30, 2021 as compared to Adjusted Diluted Loss INR 4.39 (USD 0.06) in the three months ended September 30, 2020.
Liquidity. As of September 30, 2021 , the balance of cash and cash equivalents and term deposits on our balance sheet was INR 1,854.8 million (USD 25.0 million).
ConferenceCall
Yatra will host a conference call to discuss the Company’s unaudited results for the three months ended September 30, 2021 beginning at 8:30 AM Eastern Daylight Time (or 7:00 PM India Standard Time) on December 21, 2021. Dial in details for the conference call are as follows: US/International dial-in number: +1 856-344-9221. Confirmation Code: 1485238 (Callers should dial in 5-10 minutes prior to the start time and provide the operator with the Confirmation Code).
CertainNon-IFRS Measures
As certain parts of our Revenue are recognized on a “net” basis and other parts of our Revenue are recognized on a “gross” basis, we evaluate our financial performance based on Adjusted Revenue, which is a non-IFRS measure. Effective April 1, 2018, we adopted the new Revenue recognition standard, IFRS 15, under which promotional expenses in the nature of customer inducement/acquisition costs for acquiring customers and promoting transactions across various booking platforms, such as upfront incentives and loyalty programs cost, some of which, when incurred were previously recorded as marketing and sales promotion costs, are now being recorded as a reduction of Revenue.
We believe that Adjusted Revenue provides investors with useful supplemental information about the financial performance of our business and more accurately reflects the value addition of the travel services that we provide to our customers. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for our unaudited condensed consolidated financial results prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). Our Adjusted Revenue may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.
In addition to referring to Adjusted Revenue, we also refer to Adjusted EBITDA Profit/ (Loss), Adjusted Results from Operations, Adjusted Loss for the Period and Adjusted Basic and Adjusted Diluted Loss Per Share which are also non-IFRS measures. For our internal management reporting, budgeting and decision making purposes, including comparing our operating results to that of our competitors, these non-IFRS financial measures exclude employee share-based compensation cost and change in fair value of warrants. Our non-IFRS financial measures reflect adjustments based on the following:
| ● | Employee<br> share-based compensation cost - The compensation cost to be recorded is dependent on varying<br> available valuation methodologies and subjective assumptions that companies can use while<br> valuing these expenses especially when adopting IFRS 2 “Share-based Payment”.<br> Thus, the management believes that providing non-IFRS financial measures that exclude such<br> expenses allows investors to make additional comparisons between our operating results and<br> those of other companies. |
|---|---|
| ● | Change<br> in fair value of warrants - Consequent to consummation of the business combination, the Company<br> assumed 34.67 million warrants having a right to subscribe for 17.33 million ordinary shares<br> of the Company and the warrants issued to Macquarie Corporate Holdings PTY Limited. The accounting<br> guidance requires that we record any change in the fair value of these warrants in consolidated<br> statement of profit or loss and other comprehensive loss. We have excluded the effect of<br> the implied fair value changes in calculating our non-IFRS financial measures. |
| --- | --- |
(1) See the section titled “Certain Non-IFRS Measures.”
We evaluate the performance of our business after excluding the impact of above measures and believe it is useful to understand the effects of these items on our results from operations, Profit for the period and basic and diluted loss per share. The presentation of these non-IFRS measures is not meant to be considered in isolation or as a substitute for our unaudited condensed consolidated financial results prepared in accordance with IFRS as issued by the IASB. These non-IFRS measures may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.
A limitation of using Adjusted EBITDA profit / (loss), Adjusted Results from Operations, Adjusted Loss for the Period and Adjusted Basic and Adjusted Diluted loss Per Share as against using the measures in accordance with IFRS as issued by the IASB are that these non-IFRS financial measures exclude share-based compensation cost, change in fair value of warrants and depreciation and amortization in case of Adjusted EBITDA profit / (loss). Management compensates for this limitation by providing specific information on the IFRS amounts excluded from Adjusted EBITDA profit /(loss), Adjusted Results from Operations, Adjusted Loss for the Period and Adjusted Basic and Adjusted Diluted Loss Per Share.
The following table reconciles our Profit/ (Loss) for the periods (an IFRS measure) to Adjusted EBITDA (a non-IFRS measure) for the periods indicated:
| Reconciliation of Adjusted EBITDA Profit/ (Loss) (unaudited) | Three months ended September 30, | Six months ended September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount in INR thousands | 2020 | 2021 | 2020 | 2021 | ||||||||
| Loss for the period as per IFRS | (300,614 | ) | (140,197 | ) | (380,076 | ) | (220,600 | ) | ||||
| Employee share-based compensation costs | 27,277 | 79,227 | 27,727 | 128,285 | ||||||||
| Depreciation and amortization | 136,360 | 84,081 | 295,747 | 160,624 | ||||||||
| Share of loss of joint venture | (360 | ) | 1,177 | 1,497 | 2,131 | |||||||
| Finance income | (22,569 | ) | (13,229 | ) | (53,961 | ) | (36,031 | ) | ||||
| Finance costs | 31,420 | 22,476 | 70,116 | 48,502 | ||||||||
| Change in fair value of warrants | 3,990 | (12,873 | ) | (394,605 | ) | (25,041 | ) | |||||
| Tax expense | (526 | ) | 2,624 | (830 | ) | 4,200 | ||||||
| Adjusted EBITDA Profit/ (Loss) | (125,022 | ) | 23,286 | (434,385 | ) | 62,070 |
The following table reconciles our Results from Operations (an IFRS measure) to Adjusted Results from Operations (a non-IFRS measure) for the periods indicated:
| Reconciliation of Adjusted Results from Operations (unaudited) | Three months ended September 30, | Six months ended September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount in INR thousands | 2020 | 2021 | 2020 | 2021 | ||||||||
| Results from operations (as per IFRS) | (288,659 | ) | (140,022 | ) | (757,859 | ) | (226,839 | ) | ||||
| Employee share-based compensation costs | 27,277 | 79,227 | 27,727 | 128,285 | ||||||||
| Adjusted Results from Operations | (261,382 | ) | (60,795 | ) | (730,132 | ) | (98,554 | ) |
(1) See the section titled “Certain Non-IFRS Measures.”
The following table reconciles Loss for the periods (an IFRS measure) to Adjusted Loss (a non-IFRS measure) for the periods indicated:
| Reconciliation of Adjusted Loss (unaudited) | Three months ended September 30, | Six months ended September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount in INR thousands | 2020 | 2021 | 2020 | 2021 | ||||||||
| Loss for the period (as per IFRS) | (300,614 | ) | (140,197 | ) | (380,076 | ) | (220,600 | ) | ||||
| Employee share-based compensation costs | 27,277 | 79,227 | 27,727 | 128,285 | ||||||||
| Change in fair value of warrants | 3,990 | (12,873 | ) | (394,605 | ) | (25,041 | ) | |||||
| Adjusted Loss for the Period | (269,347 | ) | (73,843 | ) | (746,954 | ) | (117,356 | ) |
The following tables reconcile Basic and Diluted Loss per share (an IFRS measure) to Adjusted Basic and Adjusted Diluted loss per share (a non-IFRS measure) for the periods indicated:
| Reconciliation of Adjusted Basic Loss (Per Share) | Three months ended September 30, | Six months ended September 30, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (unaudited) | 2020 | 2021 | 2020 | 2021 | ||||||||
| Basic loss per share (as per IFRS) | (4.88 | ) | (2.23 | ) | (6.86 | ) | (3.51 | ) | ||||
| Employee share-based compensation costs | 0.44 | 1.26 | 0.50 | 2.03 | ||||||||
| Change in fair value of warrants | 0.07 | (0.21 | ) | (7.26 | ) | (0.40 | ) | |||||
| Adjusted Basic Loss Per Share | (4.37 | ) | (1.18 | ) | (13.62 | ) | (1.88 | ) | ||||
| Reconciliation of Adjusted Diluted Loss (Per Share) | Three months ended September 30, | Six months ended September 30, | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (unaudited) | 2020 | 2021 | 2020 | 2021 | ||||||||
| Diluted loss per share (as per IFRS) | (4.89 | ) | (2.23 | ) | (6.90 | ) | (3.51 | ) | ||||
| Employee share-based compensation costs | 0.44 | 1.26 | 0.50 | 2.03 | ||||||||
| Change in fair value of warrants | 0.06 | (0.21 | ) | (7.16 | ) | (0.40 | ) | |||||
| Adjusted Diluted Loss Per Share | (4.38 | ) | (1.18 | ) | (13.56 | ) | (1.88 | ) |
The following table reconciles our Revenue (an IFRS measure), to Adjusted Revenue (a non-IFRS measure):
Reconciliation of Revenue (an IFRS measure) to Adjusted Revenue
| (a non-IFRS measure) | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Air Ticketing | Hotels and Packages | Other Services | Others | Total | ||||||||||||||||||||
| Three months ended September 30, | ||||||||||||||||||||||||
| Amount in INR thousands (Unaudited) | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | ||||||||||||||
| Revenue | 181,375 | 284,949 | 35,669 | 98,985 | 3,150 | 35,399 | 43,100 | 31,126 | 263,294 | 450,459 | ||||||||||||||
| Add: Customer promotional expenses | 71,825 | 223,667 | 12,426 | 87,912 | 2,430 | 3,563 | - | 86,681 | 315,142 | |||||||||||||||
| Service cost | - | - | (2,557 | ) | (23,405 | ) | - | - | (2,557 | ) | (23,405 | ) | ||||||||||||
| Other income | - | - | - | - | - | - | 30,298 | 46,514 | ||||||||||||||||
| Adjusted Revenue | 253,200 | 508,616 | 45,538 | 163,492 | 5,580 | 38,962 | 43,100 | 31,126 | 377,716 | 788,710 | ||||||||||||||
| Air Ticketing | Hotels and Packages | Other Services | Others | Total | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Six months ended September 30, | ||||||||||||||||||||||||
| Amount in INR thousands | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | ||||||||||||||
| Revenue | 338,832 | 504,818 | 46,192 | 133,073 | 4,822 | 52,227 | 65,457 | 67,269 | 455,303 | 757,387 | ||||||||||||||
| Add: Customer promotional expenses | 84,550 | 312,312 | 13,809 | 108,387 | 3,508 | 6,680 | - | - | 101,867 | 427,379 | ||||||||||||||
| Service cost | - | - | (2,557 | ) | (32,836 | ) | - | - | (2,557 | ) | (32,836 | ) | ||||||||||||
| Other income | - | - | - | - | - | - | 59,332 | 125,441 | ||||||||||||||||
| Adjusted Revenue | 423,382 | 817,130 | 57,444 | 208,624 | 8,330 | 58,907 | 65,457 | 67,269 | 613,945 | 1,277,371 |
SafeHarbor Statement
This earnings release contains certain statements concerning the Company’s future growth prospects and forward-looking statements, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company’s current expectations, assumptions, estimates and projections about the Company and its industry. These forward-looking statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “project,” “seek,” “should” and similar expressions. Such statements include, among other things, management’s beliefs as well as our strategic and operational plans. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, the outcome of the legal proceedings we have instituted against Ebix and any other legal proceedings that may be initiated against us and others, in connection with the termination of the pending merger agreement between us and Ebix; the effect that the termination of the merger agreement may have on the price of our ordinary shares, and our business, financial condition and results of operations; the impact of the COVID-19 pandemic; our ability to generate positive cash flow and the sufficiency of our operating cash flow to meet our liquidity needs; our future financial performance, including our Revenue, cost of Revenue, operating expenses and our ability to achieve and maintain profitability; the impact of increasing competition in the Indian travel industry and our expectations regarding the development of our industry and the competitive environment in which we operate; the slowdown in Indian economic growth and other declines or disruptions in the Indian economy in general and travel industry in particular, including disruptions caused by safety concerns, terrorist attacks, regional conflicts, pandemics and natural calamities, our ability to successfully negotiate our contracts with airline suppliers and global distribution system service providers and mitigate any negative impacts on our Revenue that result from reduced commissions, incentive payments and fees we receive; the risk that airline suppliers (including our GDS service providers) may reduce or eliminate the commission and other fees they pay to us for the sale of air tickets; our ability to pursue strategic partnerships and the risks associated with our business partners; the potential impact of recent developments in the Indian travel industry on our profitability and financial condition; political and economic stability in and around India and other key travel destinations; our ability to maintain and increase our brand awareness; our ability to realize the anticipated benefits of any past or future acquisitions; our ability to successfully implement our growth strategy; our ability to attract, train and retain executives and other qualified employees, including suitable replacements for any members of our senior management team or other employees who may seek other employment opportunities as a result of the certain cost reduction initiatives that we have taken in response to the COVID-19 pandemic; and our ability to successfully implement any new business initiatives. These and other factors are discussed in our reports filed with the U.S. Securities and Exchange Commission. All information provided in this earnings release is provided as of the date of issuance of this earnings release, and we do not undertake any obligation to update any forward-looking statement, except as required under applicable law.
AboutYatra Online, Inc.
Yatra Online, Inc. is the ultimate parent company of Yatra Online Limited (Formerly known as Yatra Online Private Limited) whose corporate office is based in Gurugram, India and is India’s leading corporate travel services provider with over 680 large corporate customers and one of India’s leading online travel companies and operates the website https://www.yatra.com/. The company provides information, pricing, availability, and booking facility for domestic and international air travel, domestic and international hotel bookings, holiday packages, buses, trains, in city activities, inter-city and point-to-point cabs, homestays and cruises. With approximately 94,000 hotels and homestays contracted in approximately 1,400 cities across India as well as more than 2 million hotels around the world, the company is India’s largest platform for domestic hotels. The company recently launched a freight forwarding business called Yatra Freight to further expand its corporate service offerings.
Formore information, please contact:
Manish Hemrajani
Yatra Online, Inc.
VP, Head of Corporate Development and Investor Relations
ir@yatra.com
YatraOnline, Inc.
UNAUDITEDINTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS FOR THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER30, 2021
(Amountin thousands, except per share data and number of shares)
| Three<br> months ended September 30, | Six<br> months ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2021 | 2020 | 2021 | |||||||||
| Unaudited | Audited | Unaudited | ||||||||||
| Revenue | ||||||||||||
| Rendering<br> of services | ||||||||||||
| Other<br> revenue | ||||||||||||
| Total<br> revenue | ||||||||||||
| Other<br> income | ||||||||||||
| Service<br> cost | ||||||||||||
| Personnel<br> expenses | ||||||||||||
| Marketing<br> and sales promotion expenses | ||||||||||||
| Other<br> operating expenses | ||||||||||||
| Depreciation<br> and amortization | ||||||||||||
| Results<br> from operations | ) | ) | ) | ) | ) | ) | ||||||
| Share<br> of loss of joint venture | ) | ) | ) | ) | ) | |||||||
| Finance<br> income | ||||||||||||
| Finance<br> costs | ) | ) | ) | ) | ) | ) | ||||||
| Change<br> in fair value of warrants - gain | ) | |||||||||||
| Loss<br> before taxes | ) | ) | ) | ) | ) | ) | ||||||
| Tax<br> expense | ) | ) | ) | ) | ||||||||
| Loss<br> for the period | ) | ) | ) | ) | ) | ) | ||||||
| Other<br> comprehensive income/ (loss) | ||||||||||||
| Items<br> not to be reclassified to profit or loss in subsequent periods (net of taxes) | ||||||||||||
| Remeasurement<br> gain on defined benefit plan | ) | ) | ) | |||||||||
| Items<br> that are or may be reclassified subsequently to profit or loss (net of taxes) | ||||||||||||
| Foreign<br> currency translation differences (loss)/gain | ) | ) | ) | ) | ||||||||
| Other<br> comprehensive income / (loss) for the period, net of tax | ) | ) | ) | ) | ||||||||
| Total<br> comprehensive loss for the period, net of tax | ) | ) | ) | ) | ) | ) | ||||||
| Loss<br> attributable to : | ||||||||||||
| Owners<br> of the Parent Company | ) | ) | ) | ) | ) | ) | ||||||
| Non-Controlling<br> interest | ) | ) | ) | ) | ) | ) | ||||||
| Loss<br> for the period | ) | ) | ) | ) | ) | ) | ||||||
| Total<br> comprehensive loss attributable to : | ||||||||||||
| Owners<br> of the Parent Company | ) | ) | ) | ) | ) | ) | ||||||
| Non-Controlling<br> interest | ) | ) | ) | ) | ) | ) | ||||||
| Total<br> comprehensive loss for the period | ) | ) | ) | ) | ) | ) | ||||||
| Loss<br> per share | ||||||||||||
| Basic | ) | ) | ) | |||||||||
| Diluted | ) | ) | ) | |||||||||
| Weighted<br> average no. of shares | ||||||||||||
| Basic | ||||||||||||
| Diluted |
All values are in Indian Rupees.
YatraOnline, Inc.
UNAUDITEDINTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT SEPTEMBER 30, 2021
(Amountsin thousands, except per share data and number of shares)
| March 31, 2021 | September 30, 2021 | September 30, 2021 | ||||
|---|---|---|---|---|---|---|
| Audited | Unaudited | |||||
| Assets | ||||||
| Non-current assets | ||||||
| Property, plant and equipment | ||||||
| Right-of-use assets | ||||||
| Intangible assets and goodwill | ||||||
| Prepayments and other assets | ||||||
| Other financial assets | ||||||
| Term deposits | ||||||
| Other non financial assets | ||||||
| Deferred tax asset | ||||||
| Total non-current assets | ||||||
| Current assets | ||||||
| Inventories | ||||||
| Trade and other receivables | ||||||
| Prepayments and other assets | ||||||
| Income tax recoverable | ||||||
| Other financial assets | ||||||
| Term deposits | ||||||
| Cash and cash equivalents | ||||||
| Total current assets | ||||||
| Total assets | ||||||
| Equity and liabilities | ||||||
| Equity | ||||||
| Share capital | ||||||
| Share premium | ||||||
| Treasury shares | ) | ) | ) | |||
| Other capital reserve | ||||||
| Accumulated deficit | ) | ) | ) | |||
| Foreign currency translation reserve | ) | ) | ) | |||
| Total equity attributable to equity holders of the Company | ||||||
| Total Non-controlling interest | ||||||
| Total equity | ||||||
| Non-current liabilities | ||||||
| Borrowings | ||||||
| Trade and other payables | ||||||
| Deferred tax liability | ||||||
| Employee benefits | ||||||
| Deferred revenue | ||||||
| Lease liability | ||||||
| Other financial liabilities | ||||||
| Other non-financial liability | ||||||
| Total non-current liabilities | ||||||
| Current liabilities | ||||||
| Borrowings | ||||||
| Trade and other payables | ||||||
| Employee benefits | ||||||
| Deferred revenue | ||||||
| Income taxes payable | ||||||
| Lease liability | ||||||
| Other financial liabilities | ||||||
| Other current liabilities | ||||||
| Total current liabilities | ||||||
| Total liabilities | ||||||
| Total equity and liabilities |
All values are in Indian Rupees.
YatraOnline, Inc.
UNAUDITEDINTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR SIX MONTHS ENDED SEPTEMBER 30, 2021
(Amountin INR thousands, except per share data and number of shares)
| Attributable<br> to shareholders of the Parent Company | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity<br><br> share<br><br> capital | Equity<br> share<br><br> premium | Treasury<br><br> shares | Accumulated<br> deficit | Other<br> capital<br><br> reserve | Foreign<br><br> currency<br><br> translation<br><br> reserve | Total | Non<br> controlling<br><br> interest | Total<br> Equity | |||||||||||||||||
| Balance<br> as at April 1, 2021 | 838 | 20,240,055 | (11,219 | ) | (19,167,316 | ) | 122,109 | (26,639 | ) | 1,157,828 | 5,247 | 1,163,075 | |||||||||||||
| Loss<br> for the period | (218,552 | ) | (218,552 | ) | (2,048 | ) | (220,600 | ) | |||||||||||||||||
| Other<br> comprehensive loss | |||||||||||||||||||||||||
| Foreign<br> currency translation differences | - | (207 | ) | (207 | ) | - | (207 | ) | |||||||||||||||||
| Re-measurement<br> gain on defined benefit plan | 99 | - | 99 | 2 | 101 | ||||||||||||||||||||
| Total<br> other comprehensive loss | - | - | - | 99 | - | (207 | ) | (108 | ) | 2 | (106 | ) | |||||||||||||
| Total<br> comprehensive loss | - | - | - | (218,453 | ) | - | (207 | ) | (218,660 | ) | (2,046 | ) | (220,706 | ) | |||||||||||
| Share<br> based payments | - | - | - | - | 128,285 | - | 128,285 | - | 128,285 | ||||||||||||||||
| Exercise<br> of options | 2 | 23,767 | - | - | (23,769 | ) | - | - | - | - | |||||||||||||||
| Issuance<br> of shares | - | - | - | - | - | - | - | - | - | ||||||||||||||||
| Cost<br> of issuance of shares | - | - | - | - | - | - | - | - | - | ||||||||||||||||
| Change<br> in non-controlling interest | - | - | - | 344 | - | - | 344 | 7,611 | 7,955 | ||||||||||||||||
| Total<br> contribution by owners | 2 | 23,767 | - | 344 | 104,516 | - | 128,629 | 7,611 | 136,240 | ||||||||||||||||
| Balance<br> as at September 30, 2021 | 840 | 20,263,822 | (11,219 | ) | (19,385,425 | ) | 226,625 | (26,846 | ) | 1,067,797 | 10,812 | 1,078,609 |
YatraOnline, Inc.
UNAUDITEDINTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR SIX MONTHS ENDED SEPTEMBER 30, 2021
(Amount in thousands, except per share data and number of shares)
| Six months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2021 | 2021 | ||||
| Loss before tax | ) | ) | ) | |||
| Adjustments for non-cash and non-operating items | ||||||
| Change in working capital | ) | ) | ||||
| Direct taxes paid (net of refunds) | ||||||
| Net cash flows from/(used in) operating activities | ) | ) | ||||
| Net cash flows from/(used in) investing activities | ) | |||||
| Net cash flows from/(used in) financing activities | ) | ) | ||||
| Net increase in cash and cash equivalents | ) | ) | ||||
| Cash and cash equivalents at the beginning of the period | ||||||
| Effect of exchange differences on cash and cash equivalents | ) | |||||
| Cash and cash equivalents at the end of the period |
All values are in Indian Rupees.
YatraOnline, Inc.
OPERATINGDATA
The following table sets forth certain selected unaudited condensed consolidated financial and other data for the periods indicated:
| For the three months ended<br><br> September 30, | For the six months ended <br><br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands except percentages) | 2020 | 2021 | 2020 | 2021 | ||||||||
| Quantitative details * | ||||||||||||
| Air Passengers Booked | 464 | 896 | 617 | 2,423 | ||||||||
| Stand-alone Hotel Room Nights Booked | 39 | 289 | 54 | 542 | ||||||||
| Packages Passengers Travelled | 1 | 1 | 1 | 3 | ||||||||
| Gross Bookings | ||||||||||||
| Air Ticketing | 1,577,609 | 6,624,473 | 1,368,350 | 8,517,457 | ||||||||
| Hotels and Packages | 110,103 | 988,658 | 114,334 | 1,215,569 | ||||||||
| Other Services | 160,730 | 823,571 | 208,217 | 1,290,219 | ||||||||
| Total | 1,848,442 | 8,436,702 | 1,690,901 | 11,023,245 | ||||||||
| Adjusted Revenue | ||||||||||||
| Air Ticketing | 253,200 | 508,616 | 423,382 | 817,130 | ||||||||
| Hotels and Packages | 45,538 | 163,492 | 57,444 | 208,624 | ||||||||
| Other Services | 5,580 | 38,962 | 8,330 | 58,907 | ||||||||
| Others (Including Other Income) | 73,398 | 77,640 | 124,789 | 192,710 | ||||||||
| Total | 377,716 | 788,710 | 613,945 | 1,277,371 | ||||||||
| Net Revenue Margin%** | ||||||||||||
| Air Ticketing | 16.0 | % | 7.7 | % | 30.9 | % | 9.6 | % | ||||
| Hotels and Packages | 41.4 | % | 16.5 | % | 50.2 | % | 17.2 | % | ||||
| Other Services | 45.7 | % | 9.4 | % | 59.9 | % | 14.9 | % |
* Quantitative details are considered on Gross basis
** Net Revenue Margin is defined as Adjusted Revenue as a percentage of Gross Booking. Given the high level of cancellations, the Net Revenue margin number is not comparable for the previous period.
Exhibit 10.2
AMENDMENTNO. 1 TO EXCHANGE AND SUPPORT AGREEMENT
THIS AMENDMENT TO EXCHANGE AND SUPPORT AGREEMENT (the “Amendment”) is made by and among, Yatra Online, Inc., a Cayman Islands exempted company limited by shares (“Parent”), Yatra USA Corp. (f/k/a Terrapin Acquisition 3 Corporation), a Delaware corporation (the “Company”), and the holders of the Class F Common Stock of the Company (each an “Exchanging Shareholder” and, collectively, the “Exchanging Shareholders”). This Amendment amends the Exchange and Support Agreement, dated December 16, 2016, by and among the Parent, the Company and the Exchanging Shareholders (the “Agreement”). This Amendment shall be effective as of December 16, 2021. Capitalized terms which are not defined herein shall be defined as set forth in the Original Agreement.
WHEREAS, pursuant to Section 7.1 of the Agreement, the Agreement is due to terminate on December 16, 2021;
WHEREAS, the Company, the Parent and each of the Exchanging Shareholders desire to amend the Agreement to delay termination of the Agreement;
WHEREAS, Section 7.5 of the Agreement permits modification or amendment of the Agreement pursuant to an agreement in writing signed by each of by the Company, the Parent and each of the Exchanging Shareholders;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree to make the following changes to the Agreement:
- Amendment to Agreement. The Agreement is hereby amended as follows
(a) Section 7.1 of the Agreement is deleted in its entirety and replaced with the following:
Section 7.1 Termination. This Agreement shall terminate upon the earlier of (i) the date that no shares of Class F Common Stock remain outstanding (whether such obligation is absolute or contingent) or (ii) the mutual written consent of Parent, the Company and each of the Exchanging Shareholders; provided, however, that Article V, Article VI and this Article VII shall survive such termination.
Effect of Amendment. Except as expressly set forth herein, the Agreement shall not by implication or otherwise be deemed supplemented or amended by virtue of this Amendment, and shall remain in full force and effect, as amended hereby. This Amendment shall be construed in accordance with and as a part of the Agreement, and all terms, conditions, representations, warranties, covenants and agreements set forth in the Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed. Any reference in the Agreement to the “Agreement” shall refer to the Agreement as amended by this Amendment.
Governing Law. This Amendment shall be construed according to and governed by the laws of the State of New York without regard to principles of conflict of laws.
Counterparts. This Amendment may be executed (including by facsimile or other electronic transmission) in one or more separate counterparts, each such counterpart being deemed an original instrument, and all such counterparts will together constitute the same agreement.
[Remainderof Page Intentionally Left Blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
| YATRA USA CORP. | |
|---|---|
| By: | /s/ Dhruv Shringi |
| Name: | Dhruv Shringi |
| Title: | Director, President and CEO |
| YATRA ONLINE, INC. | |
| By: | /s/ Dhruv Shringi |
| Name: | Dhruv Shringi |
| Title: | Director and CEO |
| \[*Signature Page to Amendment No. 1 to Exchange and Support Agreement*\] |
| --- | |
|---|---|
| --- | --- |
| Apple<br> Orange LLC | |
| By: | /s/ Nathan Leight |
| Name: | Nathan Leight |
| Title: | Managing Member |
| \[*Signature Page to Amendment No. 1 to Exchange and Support Agreement*\] |
| --- |
| EXCHANGING SHAREHOLDER: |
|---|
| GUY BARUDIN |
| /s/ Guy Barudin |
| Guy Barudin |
| \[*Signature Page to Amendment No. 1 to Exchange and Support Agreement*\] |
| --- |
|---|
| --- |
| Irina<br> Carpov |
| /s/ Irina Carpov |
| Irina Carpov |
| \[*Signature Page to Amendment No. 1 to Exchange and Support Agreement*\] |
| --- |
|---|
| --- |
| Gina<br> DelGiudice |
| /s/ Gina DelGiudice |
| Gina DelGiudice |
| \[*Signature Page to Amendment No. 1 to Exchange and Support Agreement*\] |
| --- |
|---|
| --- |
| Lawrence<br> Hurvich |
| /s/ Lawrence Hurvich |
| Lawrence Hurvich |
| \[*Signature Page to Amendment No. 1 to Exchange and Support Agreement*\] |
| --- |
|---|
| --- |
| Jonathan<br> Kagan |
| /s/ Jonathan Kagan |
| Jonathan Kagan |
| \[*Signature Page to Amendment No. 1 to Exchange and Support Agreement*\] |
| --- |
| EXCHANGING SHAREHOLDER: |
|---|
| JAMES<br> KIM |
| /s/ James Kim |
| James Kim |
| \[*Signature Page to Amendment No. 1 to Exchange and Support Agreement*\] |
| --- |
|---|
| --- |
| Victor<br> Mendelson |
| /s/ Victor Mendelson |
| Victor Mendelson |
| \[*Signature Page to Amendment No. 1 to Exchange and Support Agreement*\] |
| --- | |
|---|---|
| --- | --- |
| NOYAC<br> PATH LLC | |
| By: | /s/ Stephen Schifrin |
| Name: | Stephen Schifrin |
| Title: | Manager |
| \[*Signature Page to Amendment No. 1 to Exchange and Support Agreement*\] |
| --- | |
|---|---|
| --- | --- |
| PERISCOPE,<br> LLC | |
| By: | /s/Guy Barudin |
| Name: | Guy<br>Barudin |
| Title: | Managing Member |
| \[*Signature Page to Amendment No. 1 to Exchange and Support Agreement*\] |
| --- |
|---|
| --- |
| Christopher<br> Peters |
| /s/ Christopher Peters |
| Christopher Peters |
| \[*Signature Page to Amendment No. 1 to Exchange and Support Agreement*\] |
| --- |
|---|
| --- |
| Robert<br> Plotkin |
| /s/ Robert Plotkin |
| Robert Plotkin |
| \[*Signature Page to Amendment No. 1 to Exchange and Support Agreement*\] |
| --- |
|---|
| --- |
| Stephen<br> Schifrin |
| /s/ Stephen Schifrin |
| Stephen Schifrin |
| \[*Signature Page to Amendment No. 1 to Exchange and Support Agreement*\] |
| --- |
|---|
| --- |
| Gerasomou<br> Siliverdes |
| /s/ Gerasomou Siliverdes |
| Gerasomou Siliverdes |
| \[*Signature Page to Amendment No. 1 to Exchange and Support Agreement*\] |
| --- |
|---|
| --- |
| Andrew<br> Sklar |
| /s/ Andrew Sklar |
| Andrew Sklar |
| \[*Signature Page to Amendment No. 1 to Exchange and Support Agreement*\] |
| --- |
|---|
| --- |
| Stephen<br> Spence |
| /s/ Stephen Spence |
| Stephen Spence |
| \[*Signature Page to Amendment No. 1 to Exchange and Support Agreement*\] |
| --- | |
|---|---|
| --- | --- |
| Terrapin<br> Partners Employee Partnership 3 LLC | |
| By: | /s/ Nathan Leight |
| Name: | Nathan<br>Leight |
| Title: | Authorized Person |
| \[*Signature Page to Amendment No. 1 to Exchange and Support Agreement*\] |
| --- | |
|---|---|
| --- | --- |
| Terrapin<br> Partners Green Employee Partnership LLC | |
| By: | /s/ Nathan Leight |
| Name: | Nathan<br>Leight |
| Title: | Authorized Person |
| \[*Signature Page to Amendment No. 1 to Exchange and Support Agreement*\] |
| --- |