Teamshares' First Nasdaq Quarter Shows $9.5 Million of Net Income. One Non-Cash Line Inside It Is $24.9 Million.

by Henry Nakamura · August 17, 2026

Earnings Reporter, Earnings Dispatch

Teamshares Inc. put a profit on the board on Friday morning. In a press release issued at 7:00 a.m. ET and filed with the Securities and Exchange Commission as an 8-K exhibit, the New York company reported second-quarter net income of $9.5 million, against a $12.9 million loss in the same quarter of 2025. It is the only positive net income figure among the four periods the release's statement of operations covers.

It is also smaller than a single line sitting two rows above it. The release's non-operating section carries a $24,884 thousand favorable change in the fair value of what the company labels earnout share and deferred founder share liabilities. Income before income taxes for the quarter was $10,127 thousand. Subtract that one fair-value line and the quarter produces a pretax loss of $14.8 million, by our calculation; carry the same subtraction through the tax line and net income becomes a $15.4 million loss, also by our calculation. The company did not present the quarter that way, and none of this is unusual accounting — contingent share arrangements created in a de-SPAC are routinely carried as liabilities and remarked every period, and the marks run through earnings in both directions.

Teamshares describes itself in the release as a tech-enabled acquiror of high-quality SMEs, buying small and mid-sized businesses whose owners are retiring and transferring stock to employees over time. It began trading on Nasdaq on June 23, 2026 under the ticker TMS, with warrants under TMSWW. According to the release, the business combination with Live Oak Acquisition Corp. V, together with a concurrent common equity PIPE investment, provided $132.4 million in gross proceeds. The release says the company's subsidiaries generated consolidated revenue of over $500 million in the trailing twelve months through June 30, across more than 40 industries and 30 states.

The operating half of the quarter did not need the fair-value line. Revenue was $148,660 thousand, up $25,086 thousand, or 20%, from $123,574 thousand a year earlier, per the release. Cost of revenue was $87,242 thousand, leaving gross profit of $61,418 thousand. That works out to a gross margin of 41.3% against 39.7% in the year-ago quarter, an improvement of about 1.6 percentage points by our calculation. Selling, general and administrative expense of $55,263 thousand grew more slowly than revenue, falling to roughly 37.2% of sales from 38.3%, again by our calculation. There was no goodwill impairment in the quarter, against $3,845 thousand a year ago.

All of that produced income from operations of $2,996 thousand, versus a $4,801 thousand operating loss in the second quarter of 2025. It is the only operating profit among the four periods the release prints. It is also less than a third of the quarter's net interest expense, which was $10,167 thousand — roughly 3.4 times operating income, by our calculation.

Below the operating line, the release lists six other items alongside interest. The earnout and deferred founder share mark was a $24,884 thousand benefit. Working against it were a $5,003 thousand charge for the change in fair value of a forward purchase agreement liability, a $2,175 thousand loss on the conversion of SAFE notes, and an $889 thousand contingent-consideration charge, offset by a $380 thousand warrant benefit and $103 thousand of other non-operating income. The release totals the block as $7,131 thousand of net non-operating income — a line that in the year-ago quarter was $7,944 thousand of expense.

The liability being remarked did not exist at the earlier of the two balance-sheet dates the release prints. The comparative balance sheet in the release shows earnout share and deferred founder share liabilities of $37,118 thousand at June 30, 2026 and a dash at December 31, 2025. A forward purchase agreement liability of $10,390 thousand appears on the same terms: $10,390 thousand at June 30, nothing at year-end. Both were created by the June transaction. The release does not print the amount at which either liability was first recognized, which is the number that would let a reader separate initial measurement from the subsequent mark; that detail normally lives in a 10-Q footnote. Searches of the company's SEC filings on Monday morning did not surface a June 30, 2026 Form 10-Q, so we are not characterizing what it says.

Two things in the release do cross-foot cleanly. The balance sheet closes: total liabilities of $508,459 thousand plus redeemable noncontrolling interests of $1,890 thousand plus total equity of $105,318 thousand equals the $615,667 thousand of total assets the company reports, by our calculation. And the accumulated deficit moved from $(261,775) thousand at year-end to $(275,484) thousand at June 30 — a change of $13,709 thousand, which is exactly the six-month net loss attributable to Teamshares Inc. that the income statement reports. The quarterly profit did not shrink the deficit; the half-year still added to it.

That is because the first quarter was heavy. The release gives three- and six-month columns but no first-quarter column. Netting them, the six-month net loss of $13,251 thousand against second-quarter net income of $9,526 thousand implies a first-quarter net loss of about $22.8 million, on implied first-quarter revenue of roughly $121.0 million — both by our calculation, not the company's. The same subtraction puts first-quarter net interest expense near $15.4 million against the second quarter's $10.2 million, a sequential decline of about $5.2 million, by our calculation. Six-month interest expense of $25,531 thousand was 69% above the prior year's $15,089 thousand, per the release.

The release reports a single segment, SME, and gives it segment EBITDA of $20,064 thousand for the quarter, up from $13,669 thousand. Consolidated Adjusted EBITDA in the same release is $9,595 thousand. The $10.5 million gap between the two figures is our arithmetic, not the company's, and we did not find a line-by-line bridge between segment EBITDA and consolidated Adjusted EBITDA in either the press release or the earnings presentation filed with it. The Adjusted EBITDA reconciliation is worth reading for a different reason: it lands almost exactly on top of GAAP net income. Adjusted EBITDA of $9,595 thousand sits $69 thousand above net income of $9,526 thousand, by our calculation, despite a bridge that adds back $10,167 thousand of interest, $601 thousand of income tax expense, $1,717 thousand of depreciation, $1,719 thousand of amortization, $1,220 thousand of share-based compensation, $429 thousand of SPAC merger transaction costs and $1,010 thousand of acquisition costs and other items, then subtracts $16,795 thousand of non-cash gains and losses. Pro forma Adjusted EBITDA, which layers in a $177 thousand contribution for acquisitions, was $9,772 thousand.

The balance sheet carries a heavier structure than the profit line implies. Cash and cash equivalents nearly tripled to $113,396 thousand from $40,246 thousand at year-end. Restricted cash, which the release reports on separate lines, was lower: $11,813 thousand current and $422 thousand long-term at June 30, against $13,426 thousand and $425 thousand at year-end. Against that, short-term debt and the current portion of long-term debt stood at $207,193 thousand, up from $200,147 thousand, while long-term debt net fell to $70,742 thousand from $91,399 thousand. Total current liabilities of $288,876 thousand exceed total current assets of $211,018 thousand by $77.9 million, and the two debt captions together came to $277.9 million versus $291.5 million at year-end — both by our calculation. The release does not schedule maturities. Operations were not the source of the cash. The release's free cash flow reconciliation shows net cash used in operating activities of $5,068 thousand for the six months, against $27,563 thousand used a year earlier, with $2,960 thousand of capital expenditures and $709 thousand of additions to internally developed software, for negative free cash flow of $8,737 thousand. Additional paid-in capital rose to $385,873 thousand from $327,839 thousand over the same six months.

The forward-looking piece is where the release asks the most of the reader. Teamshares reaffirmed full-year 2026 guidance for pro forma Adjusted EBITDA of $60 million, which it states is inclusive of $40 million in annual Adjusted EBITDA from business acquisitions. The release attaches a condition to that number in its own words: the guidance assumes the successful and timely completion of transactions providing the company with additional sources of capital to finance its expected level of acquisitions. Trailing-twelve-month pro forma Adjusted EBITDA as of quarter end was $21.2 million. Against the $40 million acquired-EBITDA target, the release says the company has approximately $30 million of annual SME EBITDA under letter of intent as of Friday, in addition to acquisitions closed to date. The accompanying presentation says two companies were acquired year to date and that they generated $2.6 million of Adjusted EBITDA in the aggregate during the twelve months preceding their respective closings. We are not netting those figures against each other or against the target: the $30 million is described as expected annual SME EBITDA under signed letters of intent, not closed transactions, while the $2.6 million is a trailing measure of two businesses already bought. A signed LOI is not a closed acquisition. The presentation adds that closings are expected to be heavily weighted to the fourth quarter, which it attributes to the listing and related capital having funded in late June.

Chief executive Michael Brown, quoted in the release, said: "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. Since inception, we planned to be a public company given acquisition financing is the raw material of programmatically acquiring durable, cash flowing companies at attractive terms. The early expansion in financing opportunities received since listing have been encouraging. We continue to think it's the first inning in becoming a permanent home for thousands of great companies as owners retire."

President Alex Eu said: "We believe our current acquisition funnel provides a comfortable pathway to our 2026 acquisition outlook. We buy businesses that we want to be permanent owners of and that we believe have long term potential for growth. The continued year-over-year growth we delivered across our key financial metrics provides evidence that our programmatic acquirer model is working. It becomes even more powerful as we scale, providing us with attractive organic reinvestment opportunities across the businesses. As we continue to purchase more businesses, we look forward to combining their historic success with the proven Teamshares operating model."

The release does not print weighted average share counts alongside its per-share figures. Dividing second-quarter net income attributable to Teamshares Inc. of $9,168 thousand by the reported basic EPS of $0.17 implies roughly 54 million weighted average basic shares, and the six-month loss attributable of $13,709 thousand against $(0.27) implies roughly 51 million — both approximations of a weighted average share count, by our calculation, and neither is a period-end share count. The release does give period-end counts, on the balance sheet's common stock caption: 71,985,735 shares issued and outstanding at June 30, 2026 against 49,180,937 at December 31, 2025. The par line moved from $5 thousand to $7 thousand over the same six months.

Three things the release leaves open would ordinarily be settled by the interim financial statements and footnotes for the June quarter, which our searches did not surface: the initial recognition amount and valuation inputs for the earnout share and deferred founder share liabilities, which determine how much of the $24,884 thousand benefit is a mark and how much is measurement; the maturity schedule behind the $207,193 thousand of debt classified as current; and the share counts the EPS figures were actually calculated on.