Teamshares Reaffirms 2026 Pro Forma Adjusted EBITDA Target
The tech-enabled acquiror posted $148.7 million of second-quarter revenue and $9.5 million of net income, and said it has about $30 million of annual SME EBITDA under LOI against a $40 million acquired-EBITDA goal.
Teamshares (TMS), a tech-enabled acquiror of high-quality small and mid-sized businesses, reported second-quarter revenue of $148.7 million, a $25.1 million (20%) increase from a year earlier, and net income of $9.5 million, a $22.4 million swing from a $12.9 million loss a year earlier.
The year-over-year lift in revenue came primarily from acquisitions and 3.4% organic growth at existing operating subsidiaries. SME Segment EBITDA rose $6.4 million, or 47%, to $20.1 million, primarily from acquisitions; organic growth from existing operating subsidiaries was 0.4% in the quarter.
Adjusted EBITDA was $9.6 million, up $6.0 million, or 166%, from $3.6 million a year earlier. Pro Forma Adjusted EBITDA, which adds pre-acquisition results for businesses bought during the period, was $9.8 million. LTM Pro Forma Adjusted EBITDA as of quarter-end was $21.2 million.
Gross profit was $61.4 million. Income from operations was $3.0 million, compared with an operating loss of $4.8 million a year earlier. Net income included non-cash changes in the fair value of financial instruments and contributions from acquisitions.
The quarter also marked Teamshares’ first results as a Nasdaq-listed company. The stock began trading on June 23, 2026, concurrent with the close of a significant equity raise. Together with a concurrent common equity PIPE investment, the business combination with Live Oak Acquisition Corp. V provided $132.4 million in gross proceeds, excluding the net impact from a forward purchase agreement. Proceeds were used to pay transaction costs, reduce indebtedness and fund the growth strategy.
During the second quarter, Teamshares repaid $33.9 million of outstanding debt. After quarter-end it repaid an additional $20.6 million. Cash and cash equivalents were $113.4 million at June 30, 2026, compared with $40.2 million at year-end 2025. Short-term debt and the current portion of long-term debt were $207.2 million; long-term debt, net, was $70.7 million.
Corporate expenses not allocated to reportable segments, excluding transaction expenses related to the Business Combination, decreased $0.5 million from the same period a year earlier. The decline in corporate overhead relative to the 47% increase in SME Segment EBITDA demonstrated scalability through its tech-enabled infrastructure.
Teamshares has closed two acquisitions year to date, which generated approximately $2.5 million of net income and $2.6 million of Adjusted EBITDA in the aggregate during the LTM period preceding the respective closings. As of August 14, 2026, it had executed non-binding LOIs to acquire 10 businesses collectively expected to generate approximately $30 million in annual EBITDA, subject to further due diligence, definitive agreements, financing and customary closing conditions.
On August 4, 2026, the company entered a non-binding term sheet for a proposed senior secured warehouse facility intended to provide committed capital for acquisition closings, including a material amount related to businesses under LOI. It is also evaluating multiple non-binding term sheets from lenders to refinance a significant portion of existing indebtedness. Both processes remain subject to definitive documentation and customary closing conditions.
Teamshares is reaffirming 2026 full-year guidance for Pro Forma Adjusted EBITDA of $60 million, inclusive of $40 million in annual Adjusted EBITDA from business acquisitions. The guidance assumes successful and timely completion of transactions that provide additional sources of capital to finance the expected level of acquisitions. As of the results date, the $30 million of annual SME EBITDA under LOI, in addition to acquisitions closed to date, sits against that $40 million acquired-EBITDA target.
Chief Executive Michael Brown said the company is building on the momentum of the Nasdaq listing and equity raise with a pipeline of acquisition opportunities and complementary financing. President Alex Eu said the current acquisition funnel provides a comfortable pathway to the 2026 acquisition outlook.
LTM Pro Forma Revenue as of quarter-end was $560.0 million. Teamshares operates subsidiaries with consolidated revenue of over $500 million for the trailing twelve months as of June 30, 2026, across more than 40 industries and 30 states.