Company registration number 13280634 (England and Wales)
REEF GLOBAL ASSETS AND SERVICES (UK) LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
REEF GLOBAL ASSETS AND SERVICES (UK) LIMITED
COMPANY INFORMATION
Directors
Mr D Atkin
(Appointed 19 September 2023)
Mr T Moussa
(Appointed 19 September 2023)
Company number
13280634
Registered office
Holden House
57 Rathbone Place
London
W1T 1JU
Auditor
Gravita Audit Limited
Aldgate Tower
2 Leman Street
London
E1 8FA
United Kingdom
REEF GLOBAL ASSETS AND SERVICES (UK) LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 10
REEF GLOBAL ASSETS AND SERVICES (UK) LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
5
10,222
-
0
Current assets
Trade and other receivables
6
1,856,649
169,400
Cash and cash equivalents
436,563
23,418
2,293,212
192,818
Current liabilities
7
(2,947,896)
(196,570)
Net current liabilities
(654,684)
(3,752)
Net liabilities
(644,462)
(3,752)
Equity
Share capital
8
3,522,001
1
Retained earnings
(4,166,463)
(3,753)
Total equity
(644,462)
(3,752)

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

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

The financial statements were approved by the board of directors and authorised for issue on 5 February 2025 and are signed on its behalf by:
Mr D Atkin
Director
Company registration number 13280634 (England and Wales)
REEF GLOBAL ASSETS AND SERVICES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information

Reef Global Assets and Services (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Holden House, 57 Rathbone Place, London, W1T 1JU.

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 company made a loss in the year ended 31 December 2023 of £4,162,710 and at 31 December 2023 had net liabilities of £644,462.true

 

Reimagined Parking Inc (formerly REEF Global Holdings Inc), the intermediate parent company of the group at the date of the approval of these financial statements, has confirmed that it will continue to support the company to ensure it can meet its past and future obligations for a period of at least 12 months from the date of the approval of these financial statements.

 

Having regard for this, the directors consider it appropriate to prepare the financial statements on the going concern basis.

 

1.3
Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Services, including commissions, comprise of the fair value of the consideration received or receivable for provision of parking facilities and for services provided for enforcement mechanisms of parking facilities, net of VAT. Turnover is recognised in the period the service relates to in line with the accrual accounting basis.

1.4
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

REEF GLOBAL ASSETS AND SERVICES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.5
Property, plant and equipment

Property and equipment are measured at cost, less accumulated depreciation and amortization.

Depreciation of property and equipment is provided using the straight-line method over the estimated useful life as follows:

Leasehold improvements
Lower of estimated useful life or life of the lease
Equipment
Over 3-5 years
Furniture and fixtures
Over 3-5 years
Computers
Over 3-5 years
Site Enabling Costs
Over 5 years

Expenditures which significantly extend the useful life of an asset are capitalized. Upon retirement or sale, the asset cost and related accumulated depreciation are eliminated from the respective accounts and the resulting gain or loss, if any, is included in the results of operations for the year.

 

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located, and, where applicable, borrowing costs on qualifying assets.

 

Gains and losses on disposal of an item of property and equipment are determined by comparing the proceeds from disposal with the carrying amount of property and equipment and are recognized net within Other expenses (income) in profit or loss on the consolidated statements of operations.

 

Assets not yet in service are stated at cost and not depreciated. These assets are transferred to property and equipment, and depreciation expense commences, when they are available and ready for their intended use.

Depreciation methods, useful lives, and residual values are reviewed at the end of each reporting period and adjusted if appropriate.

1.6
Impairment of non-current assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

REEF GLOBAL ASSETS AND SERVICES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash at bank, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

1.8
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 trade and other receivables and cash and bank balances, 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 trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.9
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.

REEF GLOBAL ASSETS AND SERVICES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.10
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.

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. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. 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.

1.11
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 non-current assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

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.

1.12
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

2
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.

REEF GLOBAL ASSETS AND SERVICES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 6 -
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

Goodwill arises on the acquisition of a business and represents the excess of consideration paid over the fair value of the identifiable net assets acquired.

 

The carrying value of goodwill is reviewed annually, or more frequently if events or changes in circumstances indicate a potential impairment. Should goodwill be deemed irrecoverable, it will be impaired in the year. Based on the review performed goodwill was fully impaired.

3
Employees

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

2023
2022
Number
Number
Total
3
-
0
4
Intangible fixed assets
Goodwill
£
Cost
At 1 January 2023
-
0
Additions
4,173,369
At 31 December 2023
4,173,369
Amortisation and impairment
At 1 January 2023
-
0
Amortisation charged for the year
258,406
Impairment losses
3,914,963
At 31 December 2023
4,173,369
Carrying amount
At 31 December 2023
-
0
At 31 December 2022
-
0
REEF GLOBAL ASSETS AND SERVICES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
4
Intangible fixed assets
(Continued)
- 7 -

On 19 May 2023, the company acquired the parking business and trade assets and liabilities of REEF London Limited at a consideration of £3.52 million.

 

 

Book Value

Fair Value

 

£

£

Non-current assets

 

 

Property, plant and equipment

40,078

40,078

 

 

 

 

 

 

Current assets

 

 

Trade and other receivables

420,678

420,678

Cash and cash equivalents

45

45

 

 

 

Current liabilities

(1,112,170)

(1,112,170)

 

 

 

Goodwill

4,173,369

4,173,369

 

 

 

Total consideration

3,522,000

3,522,000

 

 

 

Satisfied by:

 

 

Loan Note

3,522,000

3,522,000

 

 

 

Following the issuance of the £3.52 million loan note to REEF London Limited, the loan note was reassigned to Reef Global Limited on the same day and was converted into shares.

 

As at the year end, the goodwill was fully impaired.

REEF GLOBAL ASSETS AND SERVICES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
5
Property, plant and equipment
Leasehold improvements
Equipment
Furniture and fixtures
Computers
Site Enabling Costs
Total
£
£
£
£
£
£
Cost
At 1 January 2023
-
0
-
0
-
0
-
0
-
-
0
Additions
4,519
347
729
1,825
6,596
14,016
At 31 December 2023
4,519
347
729
1,825
6,596
14,016
Depreciation and impairment
At 1 January 2023
-
0
-
0
-
0
-
0
-
-
0
Depreciation charged in the year
638
183
643
360
1,970
3,794
At 31 December 2023
638
183
643
360
1,970
3,794
Carrying amount
At 31 December 2023
3,881
164
86
1,465
4,626
10,222
At 31 December 2022
-
0
-
0
-
0
-
0
-
-
0
6
Trade and other receivables
2023
2022
Amounts falling due within one year:
£
£
Trade receivables
188,058
-
0
Amounts owed by group undertakings
1,401,580
-
0
Other receivables
267,011
169,400
1,856,649
169,400
7
Current liabilities
2023
2022
£
£
Trade payables
1,245,575
-
0
Amounts owed to group undertakings
1,410,275
-
0
Corporation tax
4,556
-
0
Other taxation and social security
34,216
10,534
Other payables
253,274
186,036
2,947,896
196,570
REEF GLOBAL ASSETS AND SERVICES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
3,522,001
1
3,522,001
1

During the year, 3,522,000 ordinary shares were issued at the nominal value of £1 each, with consideration equal to the nominal value, the full amount being £3,522,000.

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 is unqualified and includes the following:

Opinion

In our opinion the financial statements:

Senior Statutory Auditor:
Jan Charlesworth
Statutory Auditor:
Gravita Audit Limited
Date of audit report:
5 February 2025
10
Events after the reporting date

On 26 April 2024, the group corporate structure changed. The April 2024 Restructuring had the effect of changing Reef Global Assets and Services (UK) Ltd's immediate parent company to Reef Global Midco LLC. The ultimate controlling party is unchanged.

11
Related party transactions
Remuneration of key management personnel

No remuneration was paid to the directors during the current year or prior period. The directors are the only key management personnel of this Company.

Other information

The Company has taken advantage of the exemption under FRS 102 Section 33 not to disclose details of transactions with other wholly owned companies within the Group.

 

REEF GLOBAL ASSETS AND SERVICES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
12
Parent company

The Company's immediate parent company at the year end is Reimagined Parking Inc (formerly REEF Global Holdings Inc), a company incorporated in the United States of America.

 

The ultimate parent company is Parking Aggregator LLC, a company incorporated in the United States of America.

 

Following the restructuring in April 2024, the Company's immediate parent company is REEF Global Midco LLC, a company incorporated in the USA.

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