RPS Group Limited is a global professional services firm of consultants and service providers, headquartered in Abingdon-on-Thames, England. It was listed on the London Stock Exchange until it was acquired by Tetra Tech in January 2023.3 Its shares trade on Nasdaq under the symbol TOMZ.1Wikipedia text CC BY-SA 4.0
RPS Group Limited is a global professional services firm of consultants and service providers, headquartered in Abingdon-on-Thames, England. It was listed on the London Stock Exchange until it was acquired by Tetra Tech in January 2023.3
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Out of $5.6M in revenue.8 The company lost money this year.
Financial statements
Revenue9101112138$5.6M in 2025−11% since 2019Gross profit9101112138$3.1M in 2025−21% since 2019Operating income9101112138-$3.9M in 2025+85% since 2019Net income9101112138-$3.7M in 2025+63% since 2019
Revenue1415$2.2M in Q2 FY2026+36% since Q1 FY2026Gross profit1415$1.4M in Q2 FY2026+67% since Q1 FY2026Operating income1415-$244.1K in Q2 FY2026−61% since Q1 FY2026Net income1415-$382.3K in Q2 FY2026−53% since Q1 FY2026
Every line of the income statement as filed: the last 2 fiscal years, latest first.8
Period ending
2025-12-31
2024-12-31
Sales, net
$5.6M
$7.7M
Cost of sales
$2.6M
$4.2M
Gross profit
$3.1M
$3.6M
Professional fees
$742.8K
$597.4K
Depreciation and amortization
$271.3K
$296.5K
Selling expenses
$775.1K
$1.1M
Research and development
$289.9K
$290.7K
Consulting fees
$317.6K
$225.8K
General and administrative
$4.5M
$5.1M
Total operating expenses
$6.9M
$7.7M
Loss from operations
-$3.9M
-$4.1M
Other income (Note 18)
$534.9K
$0
Interest income
$86.5K
$17.5K
Interest expense
-$516.1K
-$389.5K
Total other income (expense)
$105.3K
-$372.0K
Loss before income taxes
-$3.7M
-$4.5M
Provision for income taxes (Note 15)
$0
$0
Net loss
-$3.7M
-$4.5M
Basic
-$0.19
-$0.22
Diluted
-$0.19
-$0.22
Basic weighted average common shares outstanding
20.1M shares
20.0M shares
Diluted weighted average common shares outstanding
20.1M shares
20.0M shares
No quarter-by-quarter statement was filed.
Total assets9101112138$7.0M in 2025−14% since 2019Total liabilities9101112138$6.4M in 2025−12% since 2019Shareholders’ equity101112138$588.5K in 2025−34% since 2019Cash10138$87.8K in 2025−90% since 2019Long-term debt168$3.1M in 2025−37% since 2019
Total assets1415$8.4M in Q2 FY2026+19% since Q1 FY2025Total liabilities1415$7.0M in Q2 FY2026+8% since Q1 FY2025Shareholders’ equity1415$1.4M in Q2 FY2026+143% since Q1 FY2025Cash1415$322.0K in Q2 FY2026+267% since Q1 FY2025Long-term debt1415$3.1M in Q2 FY2026+0% since Q1 FY2026
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.8
Period ending
2025-12-31
2024-12-31
2023-12-31
Cash and cash equivalents
$87.8K
$664.9K
$2.3M
Accounts receivable, net
$689.2K
$1.9M
Inventories, net (Note 3)
$2.9M
$3.6M
Vendor deposits (Note 4)
$161.6K
$35.9K
Prepaid expenses
$322.1K
$333.0K
Total current assets
$4.2M
$6.5M
Property and equipment, net (Note 5)
$614.3K
$875.4K
Intangible assets, net (Note 6)
$1.4M
$1.3M
Operating lease - right of use asset (Note 7)
$322.1K
$399.3K
Other assets
$559.7K
$675.3K
Total other assets
$2.2M
$2.3M
Total assets
$7.0M
$9.7M
Accounts payable
$1.5M
$1.9M
Accrued expenses and other current liabilities (Notes 13 and 14)
$860.7K
$455.7K
Deferred revenue
$424.0K
$211.7K
Sale of future receipts, net of discount of $113,191 (Note 12)
$254.2K
$0
Current portion of long-term operating lease (Note 7)
$143.7K
$129.1K
Total current liabilities
$3.2M
$2.7M
Long-term operating lease, net of current portion (Note 7)
$370.6K
$513.4K
Convertible notes payable, net of discount of $222,624 and $239,506 at December 31, 2025 and December 31, 2024, respectively (Note 9)
$2.9M
$2.4M
Total long-term liabilities
$3.3M
$2.9M
Total liabilities
$6.4M
$5.6M
Commitments and contingencies (Notes 7, 9, 11 and 12)
$0
$0
Common stock; par value $0.01 per share, 250,000,000 shares authorized; 20,277,205 and 20,015,205 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively
$202.8K
$200.2K
Additional paid-in capital
$58.4M
$58.2M
Accumulated deficit
-$58.1M
-$54.3M
Total shareholders' equity
$588.5K
$4.1M
$8.4M
Total liabilities and shareholders' equity
$7.0M
$9.7M
Debt discount on convertible notes payable
$222.6K
$239.5K
Sale of future receipts, net of discount
$113.2K
Common Stock, par value
$0.01
$0.01
Common Stock, shares authorized
250.0M shares
250.0M shares
Common Stock, shares issued
20.3M shares
20.0M shares
Common Stock, shares outstanding
20.3M shares
20.0M shares
Period ending
2025-12-31
2024-12-31
2023-12-31
Cash and cash equivalents
$87.8K
$664.9K
$2.3M
Accounts receivable, net
$689.2K
$1.9M
Inventories, net (Note 3)
$2.9M
$3.6M
Vendor deposits (Note 4)
$161.6K
$35.9K
Prepaid expenses
$322.1K
$333.0K
Total current assets
$4.2M
$6.5M
Property and equipment, net (Note 5)
$614.3K
$875.4K
Intangible assets, net (Note 6)
$1.4M
$1.3M
Operating lease - right of use asset (Note 7)
$322.1K
$399.3K
Other assets
$559.7K
$675.3K
Total other assets
$2.2M
$2.3M
Total assets
$7.0M
$9.7M
Accounts payable
$1.5M
$1.9M
Accrued expenses and other current liabilities (Notes 13 and 14)
$860.7K
$455.7K
Deferred revenue
$424.0K
$211.7K
Sale of future receipts, net of discount of $113,191 (Note 12)
$254.2K
$0
Current portion of long-term operating lease (Note 7)
$143.7K
$129.1K
Total current liabilities
$3.2M
$2.7M
Long-term operating lease, net of current portion (Note 7)
$370.6K
$513.4K
Convertible notes payable, net of discount of $222,624 and $239,506 at December 31, 2025 and December 31, 2024, respectively (Note 9)
$2.9M
$2.4M
Total long-term liabilities
$3.3M
$2.9M
Total liabilities
$6.4M
$5.6M
Commitments and contingencies (Notes 7, 9, 11 and 12)
$0
$0
Common stock; par value $0.01 per share, 250,000,000 shares authorized; 20,277,205 and 20,015,205 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively
$202.8K
$200.2K
Additional paid-in capital
$58.4M
$58.2M
Accumulated deficit
-$58.1M
-$54.3M
Total shareholders' equity
$588.5K
$4.1M
$8.4M
Total liabilities and shareholders' equity
$7.0M
$9.7M
Debt discount on convertible notes payable
$222.6K
$239.5K
Sale of future receipts, net of discount
$113.2K
Common Stock, par value
$0.01
$0.01
Common Stock, shares authorized
250.0M shares
250.0M shares
Common Stock, shares issued
20.3M shares
20.0M shares
Common Stock, shares outstanding
20.3M shares
20.0M shares
Cash from operations9101112138-$1.2M in 2025+47% since 2019Capital spending912138$5.2K in 2025−96% since 2019Free cash flow91012138-$1.2M in 2025+25% since 2019
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.8
Period ending
2025-12-31
2024-12-31
Net (Loss)
-$3.7M
-$4.5M
Depreciation and amortization
$271.3K
$296.5K
Amortization of right of use asset
$157.3K
$157.3K
Amortization of deferred financing costs
$70.9K
$62.5K
Origination fees
$15.0K
$0
Equity compensation expense
$147.0K
$144.3K
Shares issued to directors
$51.0K
$45.0K
Credit loss expense
$267.3K
$1.1M
Inventory reserve
$0
$1.0M
Sales returns allowance
$104.8K
$227.0K
Accounts receivable
$819.9K
-$470.5K
Inventory
$637.4K
$60.4K
Prepaid expenses
$70.6K
$38.3K
Vendor deposits
-$125.7K
-$6.6K
Other assets
$115.7K
-$5.3K
Accounts payable
-$271.5K
$657.3K
Accrued expenses
$178.3K
-$219.8K
Deferred revenue
$212.3K
$159.7K
Lease liability
-$169.2K
-$165.1K
Net Cash (Used) in Operating Activities
-$1.2M
-$1.4M
Capitalized patent and trademark costs
-$130.4K
-$153.6K
Purchase of property and equipment
-$5.2K
-$107.9K
Net Cash (Used) in Investing Activities
-$135.6K
-$261.5K
Proceeds from issuance of convertible notes
$535.0K
$0
Proceeds from sale of future receipts, net of origination fees
$300.0K
$0
Repayments of sale of future receipts
-$79.9K
$0
Proceeds from exercise of options
$0
$27.5K
Net Cash Provided by Financing Activities
$755.1K
$27.5K
(Decrease) in Cash and Cash Equivalents
-$577.1K
-$1.7M
Cash paid for interest
$437.5K
$312.0K
Cash paid (refunded) for income taxes
$0
$0
Service equipment reclassified from inventory to fixed assets
RPS Group sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of RPS Group
Stephen L. Morgan Filed SCHEDULE 13G on RPS Group, latest Jul 23, 2025 (3 filings since May 8, 2024)
RPS GroupAbingdon, United Kingdom
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What RPS Group reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Our U.S. headquarters, a 9,000 square foot office space, is located at 8430 Spires Way, Frederick, MD 21701. The facility includes a warehouse, training room, quality control room, qualification laboratory, with its own drive-in custom iHP™ SteraMist® Complete Room System. The warehouse is significantly larger than our previous headquarters, allowing TOMI to store its new product lines and stock a greater variety of inventory–quickly delivering a customer purchase. The training room is integrated with the newest technology to be able to present SteraMist® virtually around the world. As the company keeps up with the demand for SteraMist®, there is a dedicated quality control room to allow our service engineers to work on machines for quick and efficient service to our customers. The lease for our U.S. headquarters has a 10-year term and provides for annual rent of approximately $169,000 with approximately three years remaining.
RPS was founded in 1970, as Rural Planning Services, with founder Michael Boddington as its first chief executive. It was first listed on the London Stock Exchange in 1987.
In the late 20th century, the company expanded under the leadership of a later chief executive, Alan Hearne, and in 2001 he received the Financial Times / London Stock Exchange Entrepreneur of the Year award and company was nominated in the top four for PLC of the Year in the same awards.
In 2014 RPS Group acquired CgMs Consulting, a consultant company specialising in obtaining significant planning permission in green belt areas.
In August 2022, WSP Global made a takeover offer to purchase RPS Group for £591 million. In September 2022, RPS received a counter takeover offer from Tetra Tech for £636 million with WSP opting not to increase its bid. RPS' shareholders voted to accept the Tetra Tech offer in November 2022 and it was approved by the court in January 2023.
Mar 31, 2026Reported quarterly or annual results50
Nov 14, 2025Reported quarterly or annual results51
Aug 14, 2025Reported quarterly or annual results52
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
164 filings to the SEC since October 2021: 7 annual reports, 15 quarterly reports, 67 major events, 36 insider forms, 3 large holders, 2 private raises, 34 other. The latest 20:
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
Stephen L. MorganSCHEDULE 13G, 3 filings May 8, 2024 to Jul 23, 202553
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).17
Risk factors and legal proceedings
The risks RPS Group names in Item 1A of its 10-K filed Mar 31, 2026: 32 risks under these headings, as written.17
Risk Related to Our Company and Business
We have a history of losses and may not be able to achieve profitability in the future.
Our SteraMist® family of products currently accounts for the majority of our revenue, and our success is almost completely dependent on the success of our SteraMist® brand.
We do not have long-term customer contracts, and our sales history or backlog cannot be relied upon as an indicator of our future sales.
Our agreements with restoration industry specialists are not exclusive, which may allow our competitors to sell their products and services to such specialists.
Our success depends upon broad market acceptance of our technology that has not yet been achieved in the Hospital-Healthcare market.
There is substantial doubt about the Company’s ability to continue as a going concern.
We are subject to a variety of risks associated with doing business internationally.
We are subject to risks associated with international conflicts, geopolitical instability, and related economic disruptions.
If our procedures to ensure compliance with export control laws are ineffective, our business could be harmed.
Climate-related risks, evolving environmental regulations, and increased focus on environmental, social and governance matters could adversely affect our business, financial condition and results of operations.
Our reliance upon third-party contractors, suppliers and manufacturers for the manufacture of our products increases the risk that we will not have enough of our products or such quantities at an acceptable cost, and reduces our control over the manufacturing process.
The other 21 risks
If we are unable to accurately forecast customer demand or effectively manage our inventory, our results of operations could be materially harmed.
Our success depends on our ability to adequately protect our intellectual property.
The risk of loss of the Company’s intellectual property, trade secrets or other sensitive business information or disruption of operations could negatively impact the Company’s financial results.
We may be unable to enforce our intellectual property rights throughout the world.
We face significant competition in our industry, some of which have longer operating histories, more established products or greater resources than we have currently.
If the quality of our products do not meet the expectations of our customers, then our brand and reputation or our business could be adversely affected.
Our long-term growth depends, in part, on our ability to enhance, develop, market and sell new products, and if we fail to do so we may be unable to compete effectively.
We have a limited management team size which may reduce our ability to effectively manage our business operations as it grows.
Our operations, and those of our suppliers, are subject to a variety of business continuity hazards and risks, any of which could interrupt production or operations or otherwise adversely affect our performance and results.
Our products are subject to potential product liability claims which, if successful, could have a material adverse effect on our business, financial condition and results of operations.
The misuse of our products may harm our reputation in the marketplace, result in injuries that lead to product liability suits or result in costly investigations, fines or sanctions by regulatory bodies if we are deemed to have engaged in the promotion of these uses, any of which could be costly to our business.
If we are unable to develop and maintain an effective system of internal controls over financial reporting, or if the requirements of being a public company strain our resources, we may not be able to accurately report our financial results in a timely manner.
Risk Related to Our Securities
Our stock price is volatile and there is a limited market for our shares.
We do not intend to pay dividends for the foreseeable future.
We have a substantial number of options, warrants, convertible notes and convertible preferred stock outstanding, which could give rise to additional issuances of our common stock and potential dilution of ownership to existing shareholders.
Our outstanding convertible notes impose financial obligations, carry risks of dilution upon conversion, and may adversely affect our ability to raise additional capital.
Substantial future sales of our common stock, or the perception in the public markets that these sales may occur, may depress our stock price.
We may not be able to maintain compliance with Nasdaq’s listing standards, which could limit shareholders’ ability to trade our common stock.
We are a “smaller reporting company” under the U.S. federal securities laws, and the reduced reporting requirements applicable to smaller reporting companies could make our common stock less attractive to investors.
Our anti-takeover provisions could prevent or delay a change in control of our company, even if such change in control would be beneficial to our shareholders.
The concentration of our common stock ownership with our executive officers, directors and affiliates will limit your ability to influence corporate matters.
Legal proceedings
We currently are not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on our results of operations, financial position or cash flows.
