Teamshares Inc (TMS): Results of Operations and Financial Condition
Teamshares Inc (TMS) filed an SEC Form 8-K — Results of Operations and Financial Condition. Teamshares Reports 2Q 2026 Results and Reaffirms 2026 Outlook New York, NY – August 14, 2026 – Teamshares (NASDAQ:TMS, the “Company”), a tech-enabled acquiror of high-quality SMEs, announced financial results for the second quarter ended June 30, 2026 and other business updates.
How this was made
The 30-second read
Why it matters
The 8-K provides a full set of quarterly operating metrics, reiterates 2026 guidance, and updates the acquisition pipeline and financing plan, which together affect valuation drivers like growth rate, margin/EBITDA trajectory, and capital availability.
Market read
Traders can reassess near-term deal execution probability and capital structure risk using the disclosed EBITDA growth, LOI pipeline ($30M annual EBITDA), and proposed warehouse facility plus refinancing evaluation.
What to watch
Debt deleveraging is mentioned, but the refinancing process is still subject to definitive documentation, which could affect cost of capital and deal timing.
Teamshares Reports 2Q 2026 Results and Reaffirms 2026 Outlook
Revenue and SME Segment EBITDA increased year-over-year, supported by acquisitions and organic growth, while the Company reported a six-month net loss, negative free cash flow, substantial current debt, and guidance that depends on obtaining additional acquisition financing.
Key metrics
as reported| Metric | Value | q/q | y/y |
|---|---|---|---|
| RevenueGAAP | $ 148,660 | – | 20 % |
| Cost of RevenueGAAP | 87,242 | – | 17 % |
| Gross ProfitGAAP | 61,418 | – | 25 % |
| Total Operating ExpensesGAAP | 58,422 | – | 8 % |
| Income/(Loss) from OperationsGAAP | 2,996 | – | (162) % |
| Interest Expense, NetGAAP | 10,167 | – | 31 % |
| Income/(Loss) Before Income TaxesGAAP | 10,127 | – | (179) % |
| Income Tax ExpenseGAAP | 601 | – | 452 % |
| Net Income/(Loss)GAAP | $ 9,526 | – | (174 %) |
| Net Income/(Loss) Attributable to Teamshares Inc.GAAP | $ 9,168 | – | (171) % |
| Basic Earnings (Loss) Per Share Attributable to Common StockholdersGAAP | $ 0.17 | – | (167) % |
| Diluted Earnings (Loss) Per Share Attributable to Common StockholdersGAAP | $ 0.16 | – | (163) % |
| Adjusted EBITDAnon-GAAP | $ 9.6 million | – | 166% |
| Pro Forma Adjusted EBITDAnon-GAAP | $ 9.8 million | – | 171% |
| LTM Pro Forma Revenue as of the quarter endnon-GAAP | $560.0 million | – | – |
| LTM Pro Forma Adjusted EBITDA as of quarter endnon-GAAP | $21.2 million | – | – |
| Six-month Net Cash Used in Operating ActivitiesGAAP | $ (5,068) | – | – |
| Six-month Free Cash Flownon-GAAP | $ (8,737) | – | – |
Segments
| Segment | Revenue | q/q | y/y |
|---|---|---|---|
| SMEPrimarily driven by acquisitions and organic growth of 3.4% by existing operating subsidiaries. | $ 148,660 | – | 20 % |
2026 full year outlook
- NotePro Forma Adjusted EBITDA of $60 million
- NoteInclusive of $40 million in annual Adjusted EBITDA from business acquisitions
- NoteThis guidance assumes the successful and timely completion of transactions providing the Company with additional sources of capital to finance its expected level of acquisitions.
Capital returns
- Dividends to Noncontrolling Interests of $ (862) for the six months ended June 30, 2026.
- Acquisitions of Noncontrolling Interests of $ (1,532) for the six months ended June 30, 2026.
What drove it
- Revenue growth was primarily driven by acquisitions and organic growth of 3.4% by existing operating subsidiaries.
- SME Segment EBITDA increased $6.4 million (47%) primarily driven by acquisitions.
- Organic growth from existing operating subsidiaries was 0.4% in the quarter.
- Corporate expenses, excluding transaction expenses related to the Business Combination, decreased by $0.5 million from the same period in prior year.
- Teamshares closed two acquisitions YTD.
- As of August 14, 2026, Teamshares had executed non-binding LOIs to acquire 10 businesses collectively expected to generate approximately $30 million in annual EBITDA.
Concerns
- The Company reported Net Loss of $ (13,251) and Free Cash Flow of $ (8,737) for the six months ended June 30, 2026.
- Interest Expense, Net was 10,167 in the quarter, compared with 7,785 in the prior-year period.
- Short-Term Debt and Current Portion of Long-Term Debt was 207,193 as of June 30, 2026.
- The 2026 outlook assumes successful and timely completion of financing transactions to fund expected acquisitions.
- The LOIs are mutually non-binding and remain subject to further due diligence, definitive agreements, financing availability and customary closing conditions.
- The proposed senior secured warehouse facility and refinancing term sheets remain subject to definitive documentation and customary closing conditions.
What to watch
- Completion and funding of the 10 businesses under non-binding LOIs, collectively expected to generate approximately $30 million in annual EBITDA.
- Progress toward the $40 million acquired EBITDA target embedded in 2026 guidance.
- Execution of a proposed senior secured warehouse facility and refinancing of a significant portion of existing indebtedness.
- Organic growth from existing operating subsidiaries, which was 3.4% for SME Segment Revenue and 0.4% for SME Segment EBITDA in the quarter.
- Free cash flow and operating cash flow following the Business Combination, debt repayments and acquisition activity.
Balance sheet and cash flow
- Cash and Cash Equivalents of $ 113,396 as of June 30, 2026.
- Restricted Cash of 11,813 current and 422 long-term as of June 30, 2026.
- Short-Term Debt and Current Portion of Long-Term Debt of 207,193 as of June 30, 2026.
- Long-Term Debt, Net of 70,742 as of June 30, 2026.
- During the second quarter, Teamshares repaid $33.9 million in outstanding debt obligations.
- Subsequent to the close of the second quarter, Teamshares repaid an additional $20.6 million in outstanding debt obligations.
- Net Cash Used in Investing Activities of $ (8,157) for the six months ended June 30, 2026.
- Net Cash Provided by Financing Activities of 84,937 for the six months ended June 30, 2026.
- Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash of 71,534 for the six months ended June 30, 2026.
- Cash, Cash Equivalents and Restricted Cash at End of Period of 125,631 for the six months ended June 30, 2026.
- Capital Expenditures of (2,960) and Additions to Internally Developed Software of (709) for the six months ended June 30, 2026.
- Together with the concurrent common equity PIPE investment, the Business Combination provided $132.4 million in gross proceeds to Teamshares, excluding the net impact from a forward purchase agreement.
Analysis
Teamshares reported second-quarter revenue of $148.7 million, a $25.1 million (20%) increase year-over-year. SME Segment Revenue increased $25.1 million (20%), with management attributing the increase primarily to acquisitions and organic growth of 3.4% by existing operating subsidiaries. SME Segment EBITDA increased $6.4 million (47%) primarily driven by acquisitions, while organic growth from existing operating subsidiaries was 0.4% in the quarter. The difference between reported revenue growth and organic EBITDA growth makes acquired businesses the principal driver of current expansion.
Gross Profit was 61,418 versus 49,076 in the prior-year quarter, while Total Operating Expenses increased 8 % to 58,422. Income/(Loss) from Operations was 2,996 compared with (4,801), and management cited a $0.5 million decline in corporate expenses, excluding Business Combination transaction expenses. The quarter's GAAP Net Income of $9.5 million included non-cash changes in fair value of financial instruments and contributions from acquisitions. The statement of operations shows a (24,884) change in fair value of earnout share and deferred founder share liabilities, alongside a 5,003 change in fair value of the forward purchase agreement liability and 2,175 loss on conversion of SAFE Notes.
Non-GAAP Adjusted EBITDA was $9.6 million, up $6.0 million (166%) year-over-year, and Pro Forma Adjusted EBITDA was $9.8 million, up $6.2 million (171%). LTM Pro Forma Revenue as of quarter end was $560.0 million and LTM Pro Forma Adjusted EBITDA was $21.2 million. For the six months ended June 30, 2026, however, the Company reported Net Loss of $ (13,251), Net Cash Used in Operating Activities of $ (5,068), and Free Cash Flow of $ (8,737). The filing identifies the reconciliation adjustments and states that the non-GAAP measures exclude significant expenses and income required under GAAP.
Financing and deleveraging are central to the operating plan. The Business Combination and concurrent common equity PIPE investment provided $132.4 million in gross proceeds, excluding the net impact from a forward purchase agreement. Teamshares repaid $33.9 million in outstanding debt obligations in the second quarter and an additional $20.6 million subsequent to quarter-end. At June 30, 2026, Cash and Cash Equivalents were $ 113,396, while Short-Term Debt and Current Portion of Long-Term Debt were 207,193 and Long-Term Debt, Net was 70,742. The Company is evaluating lender term sheets to refinance a significant portion of existing indebtedness and has a non-binding term sheet for a proposed senior secured warehouse facility.
Teamshares reaffirmed 2026 full-year guidance for Pro Forma Adjusted EBITDA of $60 million, inclusive of $40 million in annual Adjusted EBITDA from business acquisitions. It has closed two acquisitions YTD and, as of August 14, 2026, had non-binding LOIs for 10 businesses collectively expected to generate approximately $30 million in annual EBITDA. The guide explicitly assumes successful and timely financing transactions to support expected acquisitions. Execution on financing, conversion of LOIs into funded closings, and the pace of organic growth within existing operating subsidiaries are the filing's central operating variables.
Management, verbatim
We are building on the momentum of our recent Nasdaq listing and equity raise with a strong pipeline of acquisition opportunities and complementary financing to execute our growth strategy.
Michael Brown, CEO
We believe our current acquisition funnel provides a comfortable pathway to our 2026 acquisition outlook.
Alex Eu, President
Not in the filing
stated, not guessed- GAAP gross margin for the second quarter of 2026 and prior-year quarter
- Non-GAAP earnings per share
- Prior-quarter revenue, segment revenue, operating income, net income, EPS, Adjusted EBITDA, Pro Forma Adjusted EBITDA, and cash-flow comparisons
- Quarterly operating cash flow, capital expenditures, additions to internally developed software, and free cash flow
- Share repurchases
- Dividends to Teamshares common stockholders
- Revenue, gross margin, operating expenses, and tax-rate guidance
- Previous-quarter outlook for comparison
AlphAI analysis generated from the company’s SEC earnings filing (Form 8-K Item 2.02, or Form 6-K for a foreign private issuer). Every figure was cross-checked against the filing text; consensus estimates, price targets and share-price reactions are not shown because they are not in the filing. AI-generated research, not investment advice.
Background
Teamshares is a tech-enabled acquiror of SME businesses and began trading on Nasdaq on June 23, 2026 after a significant equity raise.
Ticker impact
Teamshares reported 2Q 2026 results and reaffirmed 2026 Pro Forma Adjusted EBITDA guidance of $60M, plus LOIs for 10 acquisitions.
Moderately positive bias, with volatility likely around financing and acquisition closing assumptions.
The filing discloses multiple decision-relevant items: revenue, net income, adjusted EBITDA, reaffirmed guidance, LOI pipeline size ($30M annual EBITDA), and proposed senior secured warehouse facility plus debt refinancing evaluation.
Market effects
Adds datapoints for programmatic acquirer models, highlighting reliance on acquisition financing and warehouse facilities to fund deal flow.
No clear regional spillover beyond US small-cap M&A and capital markets sentiment.
Limited, as the disclosure is company-specific and US-listed.
Counterpoint
The LOIs are non-binding and the warehouse facility is only a proposed term sheet, so the market may discount pipeline EBITDA until definitive agreements and financing close.
Key entities
- issuerTeamshares Inc
Reports 2Q 2026 results, reaffirms 2026 Pro Forma Adjusted EBITDA guidance, and updates acquisition LOIs and financing plans.
- transaction_counterpartyLive Oak Acquisition Corp. V
Referenced as part of the business combination that provided gross proceeds and enabled debt repayment.
- executiveTeamshares CEO Michael Brown
Quoted on momentum from Nasdaq listing and equity raise and the acquisition model.
- executiveTeamshares President Alex Eu
Quoted on the acquisition funnel and scaling of the operating model.
