2013 ANNUAL REVIEW MITIGATING RISK PROTECTING ASSETS REALISING VALUE INFORMING DECISIONS

Transcription

1 2013 ANNUAL REVIEW MITIGATING RISK PROTECTING ASSETS REALISING VALUE INFORMING DECISIONS

2 TABLE OF CONTENTS 03 ABOUT CPA GLOBAL 06 CPA 2013: A YEAR IN REVIEW PETER SEWELL, CHIEF EXECUTIVE OFFICER, GLOBAL 11 MAJOR MILESTONES AND ACHIEVEMENTS 15 MANAGEMENT BOARD OF DIRECTORS & TEAM 21 CORPORATE SOCIAL, ENVIRONMENTAL AND RESPONSIBILITY 25 CPA GLOBAL OFFICES

3 ABOUT CPA GLOBAL

4 ABOUT CPA GLOBAL Who we are CPA Global is the world s top intellectual property (IP) management and IP software specialist, and a leading provider of outsourced legal services. With offices across Europe, the United States and Asia Pacific, CPA Global supports many of the world s best known corporations and law firms with a range of IP and broader legal support services, helping them to manage risk, cost and capacity, and realise greater value for their businesses and IP assets. CPA Global helps corporations and law firms in managing valuable IP Rights, such as patents, designs and trademarks, ensuring that IP portfolios are protected, maintained and regularly reviewed in order to maximise value. Working closely with its clients, CPA Global ensures they have the best information on which to base IP decisions, and the best support in terms of helping implement those decisions. Services include IP management software, patent and trademark renewals, patent research and analytics, patent portfolio optimisation, trademark watching, and domains management, as well as other IP support services such as docketing. In IP Software, CPA Global offers four market-leading IP management solutions (FoundationIP, Inprotech, Ipendo, and Memotech) tailored towards different types of clients and their specific needs, as well as First To File, the market-leading electronic document management system for IP, and Discover SM, one of the world s most advanced patent-search platforms. CPA Global is also a leading player in the outsourced legal services sector, providing high-quality and cost-efficient legal support services such as transaction support, contract management, anti-bribery and compliance, and legal research through delivery centres in the US and India. Founded in Jersey, Channel Islands, in 1969, CPA Global today employs more than 1,700 people, serving clients needs in 200 jurisdictions through its own offices and an extensive agent network. CPA Global s diverse client list ranges from major global corporations, headquartered in Europe, North America and Asia Pacific, to small and medium-sized enterprises and innovation start-ups; and from top international law firms to national and regional law and IP firms. Clients include leading Fortune 500 and FTSE companies, and two-thirds of the Global Lawyer 100. For more information on CPA Global s full range of software and services, please visit the Company s website at: 4

5 ABOUT CPA GLOBAL Our business at a glance 20 OFFICES ACROSS 4 CONTINENTS AND 11 COUNTRIES 1,700+ EMPLOYEES WORLDWIDE AGENT NETWORK OF 1,300 ACROSS 200 JURISDICTIONS MORE THAN 600,000 INCOMING IP DOCUMENTS PROCESSED AND DOCKETED ANNUALLY OVER 500 LAWYERS, ENGINEERS AND IP EXPERTS PROVIDING IP AND LEGAL SUPPORT SERVICES ACROSS VARIOUS INDUSTRY VERTICALS PARALEGAL SUPPORT FOR MORE THAN 30,000 ACTIVE MATTERS ANNUALLY MORE THAN 200 PATENT RESEARCHERS OVER1.5 MILLION PATENTS AND TRADEMARKS RENEWED ANNUALLY CPA GLOBAL IP SOFTWARE SERVES MORE THAN 600 CLIENTS AND 20,000 IP PROFESSIONALS AROUND THE WORLD EVERY DAY 60% OF ALL INTERNATIONAL PATENT RENEWALS ARE PERFORMED BY CPA GLOBAL 5

6 2013: A YEAR IN REVIEW 6

7 : A Y E A R I N R E V I E W, P E T E R S E W E L L, C H I E F E X E C U T I V E O F F I C E R, C PA G LO B A L Our strong track record of year-on-year growth continued in the 2012/13 financial year, with EBITDA increasing 25.0% against the prior year and turnover rising 8.7% to 901m. Income grew across all of the Company s product and service areas, driven by robust renewals and sales volumes and sustained levels of profitability. FY 09* FY 10* FY 11* FY 12* FY 13* Turnover 652m 736m 750m 829m 901m EBITDA Growth v Prior Year 22.8% 34.0% 24.9% 22.7% 25.0% *Financial year to 31 July Our business strategy is built around a number of key focus areas, collectively designed to reinforce and grow CPA Global s market leadership position. These include: Further strengthening our global leadership in the IP Renewals business, while delivering efficiency gains through ongoing operational improvements Continuing to invest in our software development, working closely with our customers to provide tailored solutions that meet their specific needs and are increasingly integrated with their IP management processes Expanding the range of IP support services we provide to our corporate and law firm clients, enabling them to increase efficiencies and reduce costs Building our presence in Asian growth markets, especially China, South Korea and Taiwan Pursuing selective M&A opportunities to consolidate markets and channels, bringing our operational expertise to bear to maximise synergies. During 2012/13, we made significant progress with our growth strategy, expanding both our service offerings and geographic presence, while developing and delivering important service enhancements. 7

8 : A Y E A R I N R E V I E W, P E T E R S E W E L L, C H I E F E X E C U T I V E O F F I C E R, C PA G LO B A L Expanding our range and reach In February, we acquired First To File, a developer of market-leading electronic document management systems specifically tailored for the IP industry, as we moved to meet the growing demand within the IP community to switch from paper to electronic document storage. Based in Silicon Valley, First To File develops secure cloud-based document management solutions for both corporate IP departments and law firm IP practices. First To File is proving a successful acquisition for CPA Global, and is fast gaining traction with IP professionals in corporates and law firms around the world, who are enthusiastic in their praise for the product. We have signed a significant number of new clients for First To File since the acquisition was completed, with more in the pipeline. With First To File, we can offer clients a proven electronic document management system that can be delivered either as an independent service or integrated with their IP management processes and software. patent filers are based, the office is helping meet the rapidly increasing demand for IP management services on the Mainland, supporting the needs of corporations and law firms, both domestic and international. CPA Global has had a presence in China since 2009, when we first opened our Asia Pacific regional headquarters in the Hong Kong Special Administrative Region. During 2013/14, we plan to open an office in the Chinese capital, Beijing, and will explore the potential for offices in other Mainland cities. Post year-end, we further strengthened our presence in the Nordic region with the acquisition of leading IP services provider Patrafee, along with related businesses and IP software products, in January The acquisition follows our 2011 purchase of Swedish-based IP management software and service provider Ipendo. The acquisition provided us with an opportunity to open an office in Silicon Valley, thereby establishing an important presence on the US West Coast and enabling us to better serve our clients in the region. Meanwhile, on the other side of the world, we opened our first office in Mainland China. Located in the southern city of Shenzhen, where a number of China s main 8

9 : A Y E A R I N R E V I E W, P E T E R S E W E L L, C H I E F E X E C U T I V E O F F I C E R, C PA G LO B A L Understanding our customer needs It is important to be close to our customers, both in our location and in our thinking. We make it our business to understand our clients business, the environment and markets in which they operate, the challenges they face, and their strategic priorities. That way we can better tailor our products and services to meet their specific business needs, providing enhanced services that add value to their organisations. CPA Global prides itself on the high level of dialogue and collaboration we have with our clients. For our software customers, this is evident through our annual software user conference in which our customers help shape the agenda and regular Software Advisory Council (SAC) meetings with users of each of our four marketleading IP management software solutions: FoundationIP, Inprotech, Ipendo and Memotech. The same is true in our other business areas. One of the key areas of development in our patent renewals business during the year was the introduction of Veritas, our high-speed data verification (DV) tool, which followed extensive consultation with clients about their DV needs. Veritas has enabled us to launch a new Enhanced Patent Renewals Service that integrates DV into the renewals process at several key points, thereby reducing risk and saving a significant amount of administrative time both for our clients and for ourselves. Veritas is also very comprehensive. It already incorporates data from 48 of the world s major jurisdictions providing coverage of 94% of an average IP portfolio and continues to expand. This new Veritas-enabled renewals service is already proving very popular with users. 9

10 : A Y E A R I N R E V I E W, P E T E R S E W E L L, C H I E F E X E C U T I V E O F F I C E R, C PA G LO B A L New growth opportunities While the Asian markets offer significant growth opportunities, we are also looking to further strengthen our presence in Europe and North America, growing our service offerings there. Again, good progress was made during the year. A relatively new business, but one that offers particularly strong growth potential, is IP and Legal Support Services (IPLSS). Over the past year, we have continued to see corporate IP and legal departments under pressure to do more work with the same or fewer resources and putting pressure on their law firms to offer more cost-effective solutions. This, in turn, has led to increased demand for our outsourced IP and broader legal support services, either working directly with corporate clients or in conjunction with law firms. CPA Global has established a leadership position in this area, providing specialised outsourced services both onshore and offshore aimed at streamlining workflows, delivering bandwidth, and managing risk via our team of IP experts, engineers, industry professionals and paralegals. IP Support Services include patent and trademark searching, IP prosecution support, docketing, and agent management; while our broader legal support services include transaction support, document review, contract management, anti-bribery and compliance due diligence, and legal research. With 2012/13 proving another highly successful year for CPA Global, we look forward to further advancing our business strategy in the year ahead through organic growth in our existing service areas, selected acquisitions, and extending our geographic reach in key markets around the world. In pursuing this goal, we have the strong backing and support of Cinven to help us make the most of the exciting market opportunities going forward. Peter Sewell Chief Executive Officer CPA Global 10

11 MAJOR MILESTONES AND ACHIEVEMENTS

12 MAJOR MILESTONES AND ACHIEVEMENTS 1969 Computer Patent Annuities (CPA) founded in Jersey, Channel Islands, by UK patent attorneys to handle patent renewals. From the outset, CPA Global s story has been one of growth and international expansion as the Company has evolved from a start-up IP services business, focused on patent renewals, to the world s leading provider of IP management software and services, employing more than 1,700 people in offices across Europe, North America and Asia Pacific. Here are some of the Company s key milestones and achievements Forms strategic alliance with NGB Corporation in Japan Opens first office in the United States Acquires majority share of Trade Marks Directory Service (TMDS) Enters South Korean market in partnership with a local agent Peter Sewell joins company as Chief Executive Officer Acquires Paris-based Memotech Interface Systeme and its Memotech IP management software (designed for corporations). 12

13 MAJOR MILESTONES AND ACHIEVEMENTS 2002 Acquires substantial stake in Maxim Technology Ltd. and its Inprotech IP management software (designed for law firms) Acquires FoundationIP, a web-hosted IP management software solution for corporations and law firms. Secures a controlling stake in Intellevate, an IP outsourcing company with operations in Minneapolis and India Acquires a major stake in Lacasse and Associates, LLC, one of the leading patent research firms in the United States Opens state-of-the-art IP and legal support services delivery centre in New Delhi, India Acquires patent research division of Germany s SVPG, specialising in the pharmaceutical, chemical, biotech and life sciences sectors Celebrates 40th year of operations and rebrands worldwide as CPA Global. Opens office in Hong Kong to spearhead expansion in China and Asia. 13

14 MAJOR MILESTONES AND ACHIEVEMENTS 2010 Intermediate Capital Group (ICG) acquires a significant minority stake in CPA Global, investing alongside senior management and founding shareholders. Launch of CPA Global Discover SM, one of the world s most comprehensive patent search platforms Establishes a direct presence in South Korea with opening of Seoul office. Acquires Ipendo, a leading international IP management software and service provider with a strong position in the Nordic region. Develops a strategic alliance with Zacco Group, one of Europe s leading IP consultancies Cinven completes acquisition of CPA Global from previous shareholders, including ICG and founder shareholders, on 26 March. New regional headquarters opened in Munich (Central Europe) and Hong Kong (Asia Pacific) Acquires First To File, a Silicon Valley-based developer of market-leading electronic document management systems, specifically tailored for the IP industry. Opens new offices in Shenzhen the Company s first in Mainland China and Silicon Valley. 14

15 BOARD OF DIRECTORS & MANAGEMENT TEAM

16 BOARD OF DIRECTORS & MANAGEMENT TEAM Peter Sewell Chief Executive Officer Since joining CPA Global in 1999, Peter has led the transformation of the Company into the global leader in IP management software and services extending the Company s product/service range, spearheading a series of successful acquisitions, and increasing its global reach. He has also played an instrumental role in attracting new investment to help fund further business growth and market expansion. In addition, Peter has pioneered CPA Global s growing presence in Asia, including the establishment of delivery centres in India and a direct presence in China and South Korea. Prior to joining CPA Global, Peter led the successful development of a number of businesses in the financial services sector. He holds a degree in History and Politics from Exeter University and an M.B.A. from Warwick University. Alasdair Marnoch Chief Financial Officer Alasdair Marnoch became Chief Financial Officer in December, succeeding Bill Fagan, who retired at the end of Alasdair brings 20 years experience as a senior financial professional to CPA Global. Before joining the Company, he was Chief Financial Officer at Iris Software Group, one of the UK s leading accountancy and payroll software companies, and has previously held senior financial roles with Equiniti/Xafinity Group, Jarvis plc, Dunlop Slazenger Group (DSG), and Thames Water plc. Alasdair is also a Non- Executive Director and Chairman of the Audit Committee for the UK Post Office. 16

17 BOARD OF DIRECTORS & MANAGEMENT TEAM Simon Webster Chief Operations Officer Responsible for operations and service delivery of CPA Global s IP Portfolio Services, Simon also oversees the Company s client service infrastructure, IT and operational strategy, policy, standards and investment. Prior to joining CPA Global in 2000, Simon spent the majority of his career in financial services. He was at the heart of the industry s client service revolution in the 1990s, where he managed programmes that delivered value to customers, staff and shareholders alike. Simon has been a Fellow of the Chartered Institute of Management Accountants since Anand Sharma Director, IP and Legal Support Services Anand Sharma leads CPA Global s fastgrowing IP and Legal Support Services (IPLSS) business and is also Director of the Marketing and Commercial function. Anand joined CPA Global in 2007 and previously served as Chief Financial Officer and Head of Management Services for the Company s operations in India. In his earlier career, Anand worked in businesses spanning consultancy, media, retail and manufacturing with leading companies such as The Times of India, Cendant and ebookers. 17

18 BOARD OF DIRECTORS & MANAGEMENT TEAM David Barker Partner, Cinven David joined Cinven in 1996 and has since been involved in numerous transactions and acquisitions, including the buyouts of Eutelsat, Springer, Aprovia, MediMedia, Ziggo, CPA Global and Host Europe. He is a member of Cinven s Technology, Media and Telecommunications sector team as well as the Industrials team. David has a B.A. in Natural Sciences from Cambridge University and is a chartered accountant. Stuart McAlpine Partner, Cinven Stuart joined Cinven in 1996 and has since been involved in numerous transactions and acquisitions, including AMCo, CPA Global, Sebia, Amadeus, Phadia, Unique Pub Company, Foseco and Fitness First. A member of Cinven s Healthcare and Business Services sector teams, Stuart has previously worked in The Royal Bank of Scotland s leveraged finance group, and the Boston and London offices of Ernst & Young. Stuart has a BAcc in Accountancy from Glasgow University. 18

19 BOARD OF DIRECTORS & MANAGEMENT TEAM Executive Management Committee CPA Global s executive management committee, known as TradeCo, generally meets on a monthly basis. In addition to Peter Sewell, Chief Executive Officer; Alasdair Marnoch, Chief Financial Officer; Simon Webster, Chief Operations Officer; and Anand Sharma, Director, IP and Legal Support Services who all sit on the Board the committee comprises the following individuals and roles: Brigitta Best Director, Business Development Gerard Delaney Global Sales Director Mark Holt Chief Technology Officer Philip Beville Chief Information Officer Ruth Daniels General Counsel 19

20 Our Shareholders CPA Global was acquired by Cinven in March Cinven is a leading European private equity firm, founded in 1977, with offices in Guernsey, London, Frankfurt, Paris, Milan, Luxembourg and Hong Kong. It acquires Europe-based companies that require an equity investment of 100 million or more. Its European focus and expertise are complemented by an ability to capitalise on global growth opportunities through its Asian Portfolio team. The firm focuses on six sectors: Healthcare, Business Services, Consumer, Financial Services, Industrials and Technology, Media and Telecommunications (TMT). Cinven acquires successful, high-quality companies and works with them to help them grow and develop, using its proven value creation strategies. It takes a responsible approach towards its portfolio companies, their employees, suppliers and local communities, the environment and society. 20

21 SOCIAL, ENVIRONMENTAL AND CORPORATE RESPONSIBILITY 21

22 SOCIAL, ENVIRONMENTAL AND CORPORATE RESPONSIBILITY CPA Global goes to great lengths to ensure that its employees around the world act with the highest levels of personal integrity at all times. At the centre of this is a comprehensive global compliance programme, supported by ongoing training and positive reinforcement throughout the business. We also actively encourage our international offices to support the communities in which they operate, and to identify and implement ways of reducing their environmental footprint. Governance and Business Conduct We have a dedicated, independent compliance team, which comprises a Chief Compliance Officer; three Regulatory Compliance Officers (RCOs), covering operations in our primary regions of UK/Europe, North America and Asia Pacific; and a fourth RCO focused on anti-bribery and anti-corruption measures. The team oversees a Code of Business Ethics and Corporate Conduct that applies to all of the Company s directors, officers and employees, contractors, temporary staff and consultants. The Code reinforces our continued commitment to upholding the highest levels of ethics and personal integrity in all our global business dealings. In line with best practices in corporate governance, the compliance team is independent of business operations to ensure more effective checks and balances. The compliance team also has oversight of our Regulatory Trade Compliance policy and programme, which is designed to prevent and/or detect bribery and corruption, as well as violations of export control, economic sanctions, boycott laws/regulations, data privacy protection, and Company policy in any jurisdiction in which we operate. In order to further promote good governance, we also have a Whistleblowing Policy and independent hotline with established procedures to report actual or suspected incidents of corporate misconduct. 22

23 SOCIAL, ENVIRONMENTAL AND CORPORATE RESPONSIBILITY There is also a growing demand within the IP community to switch from paper to electronic document storage. To support this, in February 2013, we acquired First To File, a developer of market-leading electronic document management systems, specifically tailored for the IP industry. First To File is generating significant interest amongst IP professionals in corporates and law firms around the world, and has a growing client list. CPA Global is working to migrate clients onto systems that use much less paper. In addition, recycling is strongly encouraged at CPA Global, with recycling bins provided in office spaces and kitchen areas around the Company. We also promote the benefits of green commuting through initiatives such as cycle-to-work schemes. Environmental Responsibility At CPA Global, we are committed to reducing our impact and that of our clients on the environment. The legal and IP sectors are still heavily paper-document based, particularly in areas such as patent and trademark renewals. We are striving to substantially decrease the volume of paper used and have invested in ECM (Enterprise Content Management) software to enable this. We are working with an increasing number of renewals clients to migrate them onto the new system, which avoids the need to print thousands of sheets of paper every month. Encouraging green commuting is just one route CPA Global is taking toward a cleaner environment. 23

24 SOCIAL, ENVIRONMENTAL AND CORPORATE RESPONSIBILITY Community Involvement CPA Global is involved in a number of community and charitable fundraising initiatives in various parts of the world. In our Jersey base, we work closely with the Jersey Employment Trust (JET), helping individuals with physical and mental disabilities prepare for employment through work-experience placements. CPA Global has provided a number of such placements, enabling the individuals concerned to adjust to being in a working environment and learn valuable workplace skills. We have also been the lead sponsor of Jersey s Battle of Flowers parade since Although a popular tourist attraction, the Battle of Flowers was in danger of being discontinued until CPA Global stepped in. Whether in Europe, North America or Asia Pacific, CPA Global employees organise and participate in a variety of charitable fundraising events, with the encouragement and support of the Company. Recent fundraising efforts have included sponsored runs, bake sales, raffles, a football tournament, and a swimathon. These activities have benefited organisations ranging from the Association for the Disabled in Jersey to Comic Relief and Macmillan Cancer Support in the UK; the Special Olympics in France; Capital Area Food Bank and St Baldrick s Foundation for Children with Cancer in the US; and the Breast Cancer Fund and Jeans for Genes Day in Australia. Jersey s 2013 Battle of Flowers, sponsored by CPA Global. CPA Global colleagues support the Special Olympics in a Paris fun run. 24

25 CPA Global Offices JERSEY (HEAD OFFICE) CPA Global Limited CPA Global Patent Research Limited Liberation House Castle Street St Helier JE1 1BL Jersey Tel: +44 (0) Fax: +44 (0) SYDNEY, AUSTRALIA CPA Global Software Solutions Australia Pty Limited Level 4 10 Barrack Street SYDNEY 2000 Australia Tel: +61 (0) Fax: +61 (0) HONG KONG, CHINA CPA Global (Asia) Limited 16/F, Prosperity Tower 39 Queen s Road Central Central Hong Kong, China Tel: Fax: SHENZHEN, CHINA Cee-Bo Global IP Management Services (Shenzhen) Limited Room 2660, Level 26 Anlian Centre 4018 Jin Tian Road Futian District Shenzhen China Tel: Fax: PARIS, FRANCE CPA Global Software Solutions SAS Immeuble Ampère 8, rue Eugène et Armand Peugeot Rueil Malmaison France Tél: +33 (0) Fax: +33 (0) MUNICH, GERMANY CPA Global Deutschland GmbH St.-Martin-Strasse Munich Germany Tel: +49 (0) Fax: +49 (0) FRANKFURT, GERMANY CPA Global Patent Research (Europe) GmbH Industrial Park Höchst Building F Frankfurt/M. Germany Tel: +49 (0) Fax: +49 (0) NOIDA, INDIA CPA Global Support Services India Pvt Limited GF, Tower-B, Tech Boulevard Plot No. 6, Sector Noida (UP) India Tel: Fax: GURGAON, INDIA CPA Global Services Pvt Limited Ground & First Floor, Tower B, Bldg No. 6, DLF Cyber City (SEZ) Gurgaon Haryana India Tel: Fax: REPRESENTATIVE IN JAPAN NGB Corporation Toranomon East Bldg, 7-13 Nishi-Shimbashi 1-chome, Minato-ku Tokyo, Japan Tel: +81 (3) Fax: +81 (3) SOUTH KOREA CPA Global (Korea) Limited Liability Company Suite 2731, 27F, Trade Tower Samsung-dong Gangnam-gu, Seoul South Korea Tel: +82-(2) ~5 Tel: +82-(2) MALMÖ, SWEDEN Ipendo Aktiebolag* Nordenskiöldgatan 8 SE Malmö Sweden Tel: Fax: LINKÖPING, SWEDEN Ipendo Systems AB* Research & Development Centre Gasverksgränd 2 SE Linköping Sweden Tel: Fax: Continued next page * CPA Global Group company 25

26 CPA Global Offices, continued LONDON, UNITED KINGDOM CPA Global Management Services Ltd CPA Global Legal Support Services UK Limited CPA Global Software Solutions (UK) Limited CPA Global Renewals (UK) Limited Trade Marks Directory Service 1 Cathedral Piazza 123 Victoria Street London SW1E 5BP United Kingdom Tel: +44 (0) Fax: +44 (0) ALEXANDRIA, UNITED STATES CPA Global North America LLC CPA Global Services US Inc 2318 Mill Road 12th Floor Alexandria, VA USA Tel: +1 (703) Tel: +1 (703) Fax: +1 (703) ARLINGTON, UNITED STATES CPA Global Support Services LLC 1611 North Kent Street Suite 1101 Arlington, VA USA Tel: +1 (703) Fax: +1 (703) BOISE, UNITED STATES CPA Global North America LLC First To File, Inc.* 250 South 5th Street Suite 500 Boise, ID USA Tel: +1 (208) HOUSTON, UNITED STATES CPA Global North America LLC Pitkin Road Suite 110 Spring, TX USA Tel: +1 (281) Fax: +1 (281) MINNEAPOLIS, UNITED STATES CPA Global Support Services LLC FoundationIP, LLC* 900 2nd Ave S Suite 600 Minneapolis, MN USA Tel: +1 (612) Fax: +1 (612) SAN MATEO, UNITED STATES CPA Global North America LLC First To File, Inc.* 1875 S. Grant Street Suite 650 San Mateo, CA USA Tel: +1 (650) Fax: +1 (650) * CPA Global Group company 26