Company Registration No. 12501978 (England and Wales)
OverDrive Global Limited
Financial statements
for the year ended 31 December 2023
Pages for filing with the registrar
OverDrive Global Limited
Contents
Page
Statement of financial position
1
Notes to the financial statements
2 - 7
OverDrive Global Limited
Statement of financial position
As at 31 December 2023
1
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
5
2,148,103
2,474,397
Current assets
Debtors
6
722,162
914,089
Cash at bank and in hand
842,264
1,677,203
1,564,426
2,591,292
Creditors: amounts falling due within one year
7
(2,153,985)
(3,223,603)
Net current liabilities
(589,559)
(632,311)
Net assets
1,558,544
1,842,086
Capital and reserves
Called up share capital
8
1,824,805
1,824,805
Profit and loss reserves
(266,261)
17,281
Total equity
1,558,544
1,842,086

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 28 August 2024 and are signed on its behalf by:
G Farmer
Director
Company Registration No. 12501978
OverDrive Global Limited
Notes to the financial statements
For the year ended 31 December 2023
2
1
Accounting policies
Company information

OverDrive Global Limited is a private company limited by shares incorporated in England and Wales. The registered office is 71 Queen Victoria Street, London, EC4V 4BE.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The directors have reviewed the company's operating capacity and ability to meet its financial obligation as and when they fall due. Based on long term business plans the directors believe the company will continue to meet these obligations as they fall due for payment.

 

The directors have therefore prepared the financial statements on a going concern basis. The financial statements do not contain any of the adjustments that would be necessary to assets and liabilities if the company was not a going concern.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Income from the sale of digital and online subscription content is recognised over the period of the contract on a time apportionment basis.

1.4
Intangible fixed assets - goodwill

Goodwill arising on the acquisition of trade and assets represents the excess of the fair value of the consideration over the fair value of the identifiable assets and liabilities acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill was recognised on the transfer of assets and, in the absence of a reliable estimate of the useful economic life ('UEL') of goodwill, management elected to apply a UEL of 10 years on the basis that they expect the UEL to exceed this.

 

For the purposes of impairment testing, if the recoverable amount is less than the carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated and then to other assets pro-rata on the basis of the carrying amount of each asset.

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

OverDrive Global Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
3
1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

OverDrive Global Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
1
Accounting policies (continued)
4
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.9
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.10
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.11
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

OverDrive Global Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
2
Critical accounting judgements and key sources of estimation uncertainty (continued)
5
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Goodwill

The company recognises goodwill on its balance sheet in connection with a historic acquisition of trade and assets. The goodwill is amortised over a ten year period which the directors consider appropriate given the period over which the directors hope to exploit the intellectual property associated with the goodwill. The directors have further considered whether the goodwill asset requires impairment.

 

Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. The carrying amount of goodwill at the reporting end date was £2.148m and since there are no indicators of impairment based on the estimate of the value in use of this asset, the carrying value of the asset has not been adjusted further in these financial statements.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
11
11
4
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
20,606
67,776
Adjustments in respect of prior periods
24,127
-
0
Total current tax
44,733
67,776
OverDrive Global Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
6
5
Intangible fixed assets
Goodwill
£
Cost
At 1 January 2023 and 31 December 2023
3,262,941
Amortisation and impairment
At 1 January 2023
788,544
Amortisation charged for the year
326,294
At 31 December 2023
1,114,838
Carrying amount
At 31 December 2023
2,148,103
At 31 December 2022
2,474,397
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
385,262
558,405
Corporation tax recoverable
30,535
-
0
Amounts owed by group undertakings
-
0
40,998
Other debtors
306,365
314,686
722,162
914,089
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
676,273
442,915
Amounts owed to group undertakings
854,048
2,090,701
Corporation tax
-
0
10,232
Other taxation and social security
66,310
69,275
Other creditors
557,354
610,480
2,153,985
3,223,603
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
182,480,500
182,480,500
1,824,805
1,824,805
182,480,500
182,480,500
1,824,805
1,824,805
OverDrive Global Limited
Notes to the financial statements (continued)
For the year ended 31 December 2023
7
9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Richard Collis
Statutory Auditors:
Saffery LLP
Date of audit report:
3 September 2024
10
Parent company

The parent company is OverDrive Holdings, Inc. which has the registered office 1 OverDrive Way, Cleveland, OH 44125 USA.

The parent of the smallest group into which OverDrive Global Limited is consolidated is Aragorn Holding Parent Corporation which has the registered office Suite 302, 4001 Kennett Pike, Wilmington, New Castle County, DE 19807 USA.

2023-12-312023-01-01false03 September 2024CCH SoftwareCCH Accounts Production 2023.300No description of principal activityThis audit opinion is unqualifiedG FarmerS Potashfalse125019782023-01-012023-12-31125019782023-12-31125019782022-12-3112501978core:NetGoodwill2023-12-3112501978core:NetGoodwill2022-12-3112501978core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3112501978core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3112501978core:CurrentFinancialInstruments2023-12-3112501978core:CurrentFinancialInstruments2022-12-3112501978core:ShareCapital2023-12-3112501978core:ShareCapital2022-12-3112501978core:RetainedEarningsAccumulatedLosses2023-12-3112501978core:RetainedEarningsAccumulatedLosses2022-12-3112501978core:ShareCapitalOrdinaryShares2023-12-3112501978core:ShareCapitalOrdinaryShares2022-12-3112501978bus:Director12023-01-012023-12-3112501978core:Goodwill2023-01-012023-12-31125019782022-01-012022-12-3112501978core:UKTax2023-01-012023-12-3112501978core:UKTax2022-01-012022-12-3112501978core:NetGoodwill2022-12-3112501978core:NetGoodwill2023-01-012023-12-3112501978core:WithinOneYear2023-12-3112501978core:WithinOneYear2022-12-3112501978bus:PrivateLimitedCompanyLtd2023-01-012023-12-3112501978bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-3112501978bus:FRS1022023-01-012023-12-3112501978bus:Audited2023-01-012023-12-3112501978bus:Director22023-01-012023-12-3112501978bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP