The headline GAAP profit is misleading due to large non-cash fair value adjustments. The key metric to watch is the company's ability to close the ~$30M in LOI-backed acquisitions and secure the proposed warehouse facility to fund them. The FY2026 guidance of $60M Pro Forma Adjusted EBITDA is ambitious and entirely dependent on execution of the acquisition pipeline and capital raises. Monitor for 8-K filings regarding the warehouse facility or debt refinancing.
Price Chart
Executive Summary
Teamshares reported Q2 2026 revenue of $148.7M (+20% YoY) and a GAAP net income of $9.5M, swinging from a -$12.9M loss a year ago, driven largely by a $24.9M non-cash fair value gain on earnout/deferred founder share liabilities. The company reaffirmed its 2026 Pro Forma Adjusted EBITDA guidance of $60M, which is contingent on closing additional acquisitions and securing new financing. The headline net income beat is heavily distorted by non-cash items, while the core operating business remains cash-flow negative, making the underlying performance less impressive than the GAAP profit suggests.
Key Financial Metrics
Key Facts
- Revenue of $148.7M (+20% YoY), slightly below the $152.7M consensus estimate.
- GAAP Net Income of $9.5M vs -$12.9M YoY, but includes a $24.9M non-cash gain from fair value changes of earnout/deferred founder share liabilities.
- Adjusted EBITDA of $9.6M, up 166% YoY, and Pro Forma Adjusted EBITDA of $9.8M, up 171% YoY.
- Reaffirmed FY2026 Pro Forma Adjusted EBITDA guidance of $60M, contingent on closing $40M in acquired EBITDA and securing additional capital.
- Operating cash flow was -$5.1M for the first six months of 2026, and Free Cash Flow was -$8.7M.
- Closed two acquisitions YTD; has ~$30M in annual SME EBITDA under non-binding LOI against a $40M target for 2026.
- Repaid $33.9M in debt during Q2 and an additional $20.6M post-quarter, deleveraging the balance sheet.
- Evaluating a warehouse facility and debt refinancing to fund future acquisitions.
Financial Impact
GAAP net income of $9.5M is a significant swing from a -$12.9M loss, but is largely non-cash. Core operating cash flow remains negative at -$5.1M YTD.
Risk Factors
- Guidance is contingent on closing $40M in acquired EBITDA and securing additional capital, both of which are uncertain.
- Operating cash flow remains negative, indicating the business is not yet self-funding.
- The company has a limited operating history as a public company and a history of significant losses.
- The acquisition pipeline is subject to non-binding LOIs and may not close.
- High leverage with $277.9M in total debt (current + long-term) against $105.3M in equity.
Market Snapshot
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0002048951-26-000013 |
| Document: tms-20260814.htm | 0002048951-26-000013 |
| Document: teamshares20260630q2earn.htm | 0002048951-26-000013 |
| Document: 0002048951-26-000013-index-headers.html | 0002048951-26-000013 |
| Document: 0002048951-26-000013-index.html | 0002048951-26-000013 |
| Document: 0002048951-26-000013.txt | 0002048951-26-000013 |
| 8-K Data (Synthetic) | 0002048951-26-000013 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 19, 2026 8d ago | 8-K | $5.58 $5.53 | ▼ −0.90% | ▼ −1.23% | $4.92 (−11.83%) |
Aug 14, 2026 10w ago | 8-K | $9.13 $8.94 | ▼ −2.08% | ▼ −1.61% | $4.92 (−46.11%) |
Aug 14, 2026 10w ago | Press Release | $9.13 $8.94 | ▼ −2.08% | ▼ −1.61% | $4.92 (−46.11%) |
Jul 29, 2026 12w ago | S-1 | $5.39 $5.50 | ▼ −2.04% | ▼ −1.34% | $4.92 (+8.72%) |
Jun 19, 2026 18w ago | Press Release | $11.52 $12.50 | ▲ +8.51% | ▲ +9.96% | $4.92 (−57.29%) |
US Market Status
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