O registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934




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TABLE OF CONTENTS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
FORM 20-F

 

 

 

(Mark One)

 

 


o


 


REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


ý


 


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2017


o


 


TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o


 


SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report
For the transition period from                    to                                                 
Commission File Number                        


LUXOFT HOLDING, INC

(Exact Name of Registrant as specified in its charter)
British Virgin Islands

(Jurisdiction of incorporation or organization)
Gubelstrasse 24

6300 Zug, Switzerland

(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

 

 

Title of each class

 

Name of each exchange on which registered

Class A Ordinary Shares with no par value

 

New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of March 31, 2017:22,010,199 Class A ordinary shares with no par value and 11,436,022 Class B ordinary shares with no par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
Yes o    No ý
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes o    No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ý    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ý    No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of "large accelerated filer" "accelerated filer", "smaller reporting company"and "emerging growth company" in Rule 12b-2 of the Exchange Act (Check one):

 

 

 

 

 

 

 

Large accelerated filer ý

 

Accelerated filer o

 

Non-accelerated filer o

 

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o
Indicate by check mark basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

 

 

 

 

U.S. GAAP ý

 

International Financial Reporting Standards as issued

by the International Accounting Standards Board  o

 

Other o

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 o    Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes o    No ý


Table of Contents

PRELIMINARY NOTES
        As used herein, and unless the context suggests otherwise, the terms "Luxoft," "Company," "Group," "we," "us" or "our" refer to Luxoft Holding, Inc and its direct and consolidated subsidiaries unless otherwise stated or indicated by context. We define Central and Eastern Europe ("CEE") to include Albania, Belarus, Bosnia-Herzegovina, Bulgaria, Croatia, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Macedonia, Moldova, Montenegro, Kosovo, Poland, Romania, Russia, Serbia, Slovakia, Slovenia and Ukraine.
        Throughout this annual report, we refer to various trademarks, service marks and trade names that we use in our business. "Luxoft" is our registered trademark. We also have several other registered trademarks, service marks and pending applications relating to our products and services. Other trademarks and service marks appearing in this annual report are the property of their respective holders.
Special Note Regarding Forward-Looking Statements
        In addition to historical facts, this annual report on Form 20-F contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. We make forward-looking statements in this annual report that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business and financial condition, as well as the results of operations, liquidity, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as "believe," "could," "seek," "may," "estimate," "continue," "anticipate," "intend," "should," "plan," "will," "would," "expect," "predict," "project," "potential" or the negative of these terms or other similar expressions that convey uncertainty of future events. These statements may be found in the sections of this annual report on Form 20-F (the "annual report") titled "ITEM 3. Key Information—Risk Factors," "ITEM 4. Information About Luxoft," "ITEM 5. Operating and Financial Review and Prospects," "ITEM 10. Additional Information—E. Taxation—United States Federal Income Taxation—Passive Foreign Investment Company Considerations," "ITEM 11. Quantitative and Qualitative Disclosures About Market Risk" and elsewhere in this annual report, including the section of this annual report entitled "ITEM 4. Information about Luxoft—Business Overview—Overview" and "ITEM 4. Information about Luxoft—Business Overview—Industry Background," which contain information obtained from independent industry sources. These statements include, but are not limited to, statements regarding:


the persistence and intensification of competition in the IT industry;



the future growth of spending in IT services outsourcing generally and in each of our industry verticals, application outsourcing and custom application development and offshore research and development services;



the level of growth of demand for our services from our clients;



the level of increase in revenues from our new clients;



general economic and business conditions in our locations, including geopolitical instability and social, economic or political uncertainties, such as in Russia and Ukraine, and any potential sanctions, restrictions or responses to such conditions imposed by some of the locations in which we operate;



seasonal trends and the budget and work cycles of our clients;



the levels of our concentration of revenues by vertical, by geography, by client and by type of contract in the future;
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Table of Contents


the expected timing of the increase in our corporate tax rate;



our expectations with respect to the proportion of our fixed price contracts;



our expectation that we will be able to integrate and manage the companies we acquire and that our acquisitions will yield the benefits we envision;



the demands we expect our rapid growth to place on our management and infrastructure;



the sufficiency of our current cash, cash flow from operations and lines of credit to meet our anticipated cash needs;



the high proportion of our cost of services comprised of personnel salaries;



IBS Group Holding Limited and its subsidiaries consideration of further divesting all or a portion of its ownership interest in us; and



our continued financial relationship with IBS Group Holding Limited and its subsidiaries including expectations for the provision and purchase of services and purchase and lease of equipment.
        The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors, some of which lie beyond our control or ability to predict, that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks discussed in "ITEM 3. Key Information—D. Risk Factors" and elsewhere in this annual report.
        You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this annual report to conform these statements to actual results or to changes in our expectations.
Industry Data and Other Information
        This annual report includes data, forecasts and information obtained from industry publications and surveys and other information available to us. Forecasts and other metrics included in this annual report to describe our industry are inherently uncertain and speculative in nature and actual results for any period may materially differ. Estimates and forecasts involve uncertainties and risks and are subject to change based on various factors, including those discussed above and in "ITEM 3. Key Information—D. Risk Factors" of this annual report.
        The Gartner Report(s) described herein, (the "Gartner Report(s)") represent(s) research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. ("Gartner"), and are not representations of fact. Each Gartner Report speaks as of its original publication date (and not as of the date of this Annual Report) and the opinions expressed in the Gartner Report(s) are subject to change without notice.
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Table of Contents

TABLE OF CONTENTS




 

 

 

 

 

PART I

 

1

ITEM 3.

 

KEY INFORMATION

 

1

A.

 

Selected Financial Data

 

1

B.

 

Capitalization and Indebtedness

 

2

C.

 

Reasons for Offer and Use of Proceeds

 

2

D.

 

Risk Factors

 

2

ITEM 4.

 

INFORMATION ABOUT LUXOFT

 

42

A.

 

History and Development of Luxoft

 

42

B.

 

Business Overview

 

42

C.

 

Organizational Structure

 

77

D.

 

Property, Plants and Equipment

 

78

ITEM 4A.

 

Unresolved Staff Comments

 

79

ITEM 5.

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

79

A.

 

Operating Results

 

80

B.

 

Liquidity and Capital Resources

 

93

C.

 

Research and Development, Patents and Licenses

 

102

D.

 

Trend Information

 

102

E.

 

Off-Balance Sheet Arrangements

 

103

F.

 

Contractual Obligations

 

103

ITEM 6.

 

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

104

A.

 

Directors and Senior Management

 

104

B.

 

Compensation

 

109

C.

 

Board Practices

 

111

D.

 

Employees

 

117

E.

 

Share Ownership

 

118

ITEM 7.

 

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

118

A.

 

Major Shareholders

 

118

B.

 

Related Party Transactions

 

121

C.

 

Interests of Experts and Counsel

 

122

ITEM 8.

 

FINANCIAL INFORMATION

 

122

A.

 

Consolidated Statements and Other Financial Information

 

122

B.

 

Significant Changes

 

123

ITEM 9.

 

THE OFFER AND LISTING

 

123

A.

 

Offer and Listing Details

 

123

B.

 

Plan of distribution

 

124

C.

 

Markets

 

124

D.

 

Selling Shareholders

 

124

E.

 

Dilution

 

124

ITEM 10.

 

ADDITIONAL INFORMATION

 

124

A.

 

Share Capital

 

124

B.

 

Amended and Restated Memorandum and Articles of Association

 

125

C.

 

Material Contracts

 

134

D.

 

Exchange Controls

 

134

E.

 

Taxation

 

134

F.

 

Dividends and Paying Agents

 

140

G.

 

Statement by Experts

 

140

H.

 

Documents on Display

 

140

I.

 

Subsidiary Information

 

141
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