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TMS

TeamsharesD
Nasdaq / Financial Services
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2026-08-14
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Earnings documents stored for TMS.

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Investor releaseQuarter not tagged2026-08-14

Teamshares Reports 2Q 2026 Results and Reaffirms 2026 Outlook

GlobeNewswire
NEW YORK, Aug. 14, 2026 (GLOBE NEWSWIRE) -- 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. Second Quarter and Other Business Highlights Revenue of $148.7 million, a $25.1 million (20%) increase year-over-year. Net Income of $9.5 million, a $22.4 million increase year-over-year, inclusive of non-cash changes in fair value of financial instruments and contributions from acquisitions. Adjusted EBITDA of $9.6 million, a $6.0 million (166%) increase year-over-year. Pro Forma Adjusted EBITDA of $9.8 million, a $6.2 million (171%) increase year-over-year. LTM Pro Forma Adjusted EBITDA as of quarter end was $21.2 million. Teamshares began trading on Nasdaq on June 23, 2026, concurrent with close of a significant equity raise, strengthening the Company’s ability to accelerate its programmatic acquisition strategy with improved access to capital as a public company. Teamshares is reaffirming its 2026 Outlook, and as of today has approximately $30 million of annual SME EBITDA under LOI, in addition to acquisitions closed to date, against the $40 million acquired EBITDA target for 2026. Teamshares CEO Michael Brown 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.” Teamshares President Alex Eu added, “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 con…Read full document

NEW YORK, Aug. 14, 2026 (GLOBE NEWSWIRE) -- 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. Second Quarter and Other Business Highlights Revenue of $148.7 million, a $25.1 million (20%) increase year-over-year. Net Income of $9.5 million, a $22.4 million increase year-over-year, inclusive of non-cash changes in fair value of financial instruments and contributions from acquisitions. Adjusted EBITDA of $9.6 million, a $6.0 million (166%) increase year-over-year. Pro Forma Adjusted EBITDA of $9.8 million, a $6.2 million (171%) increase year-over-year. LTM Pro Forma Adjusted EBITDA as of quarter end was $21.2 million. Teamshares began trading on Nasdaq on June 23, 2026, concurrent with close of a significant equity raise, strengthening the Company’s ability to accelerate its programmatic acquisition strategy with improved access to capital as a public company. Teamshares is reaffirming its 2026 Outlook, and as of today has approximately $30 million of annual SME EBITDA under LOI, in addition to acquisitions closed to date, against the $40 million acquired EBITDA target for 2026. Teamshares CEO Michael Brown 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.” Teamshares President Alex Eu added, “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.” Business Updates Acquisitions Teamshares has closed two acquisitions YTD, 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, Teamshares has executed non-binding letters of intent (LOIs) to acquire 10 businesses, which are collectively expected to generate approximately $30 million in annual EBITDA, based on initial due diligence of information provided by the sellers and remain subject to further due diligence prior to closing. The LOIs are mutually non-binding, subject to completion of diligence and other customary closing conditions, the negotiation and execution of definitive agreements, the availability of financing and the satisfaction of applicable closing conditions. Operations Teamshares continued to deliver significant increases in revenues and EBITDA of its Operating Subsidiaries, driven by acquisitions and organic growth. For the three months ended June 30, 2026, compared to the same period in prior year: Growing Operating Leverage Teamshares corporate expenses (not allocated to reportable segments), excluding transaction expenses related to the Business Combination, decreased by $0.5 million from the same period in prior year. The decline in corporate overhead relative to a 47% increase in SME Segment EBITDA demonstrates the scalability of Teamshares’ business model through creation of operating leverage from our tech-enabled infrastructure. Financing Together with the concurrent common equity PIPE investment, the business combination with Live Oak Acquisition Corp. V (“Business Combination”) provided $132.4 million in gross proceeds to Teamshares (excluding the net impact from a forward purchase agreement). The proceeds were utilized to pay transaction costs, reduce indebtedness and provide cash to fund the Company’s growth strategy. During the second quarter, in conjunction with the Business Combination, 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, further deleveraging the Company. On August 4, 2026, Teamshares entered into a non-binding term sheet for a proposed senior secured warehouse facility designed to provide committed capital to fund acquisition closings, including a material amount related to businesses under LOI. The proposed facility remains subject to definitive documentation and customary closing conditions. Teamshares is evaluating multiple non-binding term sheets from lenders to refinance a significant portion of its existing indebtedness. This process remains subject to definitive documentation and customary closing conditions. 2026 OutlookTeamshares is reaffirming its 2026 full year guidance for Pro Forma Adjusted EBITDA of $60 million, inclusive of $40 million in annual Adjusted EBITDA from business acquisitions. This guidance assumes the successful and timely completion of transactions providing the Company with additional sources of capital to finance its expected level of acquisitions. Conference CallThe Company will host a conference call to discuss its results on Friday, August 14, 2026, beginning at 8:30 a.m. ET. Interested parties may access the conference call through a live webcast, which can be accessed via this link or by visiting the Company’s Investor Relations website at https://investors.teamshares.com/. For those interested in dialing into the conference call, please register using this link. After registering, confirmation will be sent via email, including dial-in details and unique conference call codes for entry. Please join the live webcast or dial in at least 10 minutes before the start of the call. A replay of the event webcast will be available on the Company’s Investor Relations website for one year following the call. About TeamsharesTeamshares is a tech-enabled acquiror of high-quality businesses, intending to be a permanent home for businesses. Part holdco, part fintech, Teamshares programmatically acquires companies with $0.5 to $5 million of EBITDA from retiring owners, integrates them with the Teamshares platform, and helps employees earn company stock. Founded in 2019, Teamshares operates subsidiaries with consolidated revenue of over $500 million for the trailing twelve month period as of June 30, 2026 across over 40 industries and 30 states. For more information, visit https://investors.teamshares.com/. Forward Looking StatementsThis press release contains forward-looking statements. All statements other than statements of historical facts contained in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by terms such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "seeks," "future," "outlook," "prospects," "will," "would," "should," "could," "may," "can have" or similar words. These statements are not guarantees of future events or performance, and you should not unduly rely on them as they involve certain risks, uncertainties and assumptions that are difficult to predict and that could cause actual results to differ materially from those contemplated by the forward-looking statements. These risks include, but are not limited to, the following: our ability to realize the expected benefits from the Business Combination; our ability to maintain the listing of our common stock on Nasdaq; our ability to consummate any current potential financing transactions and our ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness; our limited operating history; our ability to manage growth effectively; our ability to successfully acquire, integrate and grow SMEs and implement our tech-enabled employee ownership platform; our ability to continue as a going concern; our ability to refinance or extend certain of our existing credit facilities; costs and resources of operating as a public company; unfavorable or no analyst research or reports; and those risks and factors described under the caption "Risk Factors" in the Company's registration statement on Form S-4, Quarterly Report on Form 10-Q and other subsequent filings made with the Securities and Exchange Commission (“SEC”). Forward-looking statements speak only as of the date of this press release and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events or otherwise. Non-GAAP Financial MeasuresCertain financial information contained in this communication, such as Adjusted EBITDA, Pro Forma Adjusted EBITDA and Free Cash Flow, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). These non-GAAP financial measures are not intended to replace financial measures calculated in accordance with GAAP and are intended to supplement our GAAP results. We believe that using these measures affords a more consistent basis for comparing our results of operations from period to period. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded and included in determining these non-GAAP financial measures. The information required by Item 10(e) of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934 and Regulation G under the Securities Exchange Act of 1934, including a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP, is included in the table at the end of this press release. ContactsInvestor Relations Contact: [email protected] Press Contact: [email protected] Limitations of Non-GAAP Measures and Reconciliations to GAAP Our non-GAAP financial measures have important limitations and are not intended to be considered in isolation or as a substitute for the most directly comparable GAAP measures. These measures exclude significant expenses and income that are required by GAAP to be reflected in our financial statements and, as a result, may not fully capture the costs of operating our business or the timing of related cash flows. The adjustments we make to arrive at these measures may vary from period to period and involve judgment, which reduces comparability over time and to similarly titled measures presented by other companies. Because of these and other limitations, you should consider our non-GAAP financial measures only in conjunction with, and not as superior to, our GAAP results and the reconciliations presented below. For all periods presented, the most directly comparable GAAP measure to LTM Pro Forma Revenue is Revenue. The most directly comparable GAAP measure to Adjusted EBITDA, Pro Forma Adjusted EBITDA, and LTM Pro Forma Adjusted EBITDA is Net Income. The most directly comparable GAAP measure to Free Cash Flow is net cash provided by (used in) operating activities. Reconciliations of each non-GAAP measure to the most directly comparable GAAP measure are presented in the tables immediately following this discussion. Adjusted EBITDA Adjusted EBITDA represents our consolidated results for the post-acquisition period and is calculated as net income (loss) adjusted to exclude (i) interest expense, net, (ii) income tax expense (benefit), (iii) depreciation and amortization and (iv) certain non-cash items and other amounts that we do not consider indicative of our core operating performance, including share-based compensation, gains or losses on disposition of assets, impairment expense and changes in fair value of financial instruments. We believe Adjusted EBITDA is useful in evaluating our ability to generate earnings from our operating base and to compare our performance across periods, particularly where non-cash expenses and other items may vary in timing and amount. This measure has historically been utilized both internally and externally to assess liquidity, reinvestment capacity, and shareholder returns. Pro Forma Adjusted EBITDA Pro Forma Adjusted EBITDA represents Adjusted EBITDA plus the pre-acquisition results for businesses acquired during the relevant period, as if such businesses had been owned for the entirety of the period presented. The pre-acquisition results reflect pro forma financial information prepared in accordance with ASC 805 and presented in the notes to our consolidated financial statements, adjusted to conform to the requirements of Article 11 of Regulation S-X, including the application of appropriate transaction accounting adjustments. The pre-acquisition results included in Pro Forma Adjusted EBITDA are sourced from the historical financial statements of the acquired businesses, adjusted to conform to GAAP. For each acquired business, we identify the applicable pre-acquisition period(s) within the fiscal year presented and extract the relevant EBITDA (or net income with reconciling adjustments) for those pre-acquisition periods. For each acquisition closed during the period, we include the portion of the fiscal year prior to the acquisition date such that, when combined with the post-acquisition period included in our consolidated results, the acquired business is reflected as if owned for the full fiscal year. For example, for a business acquired on September 1, we include pre-acquisition results for January 1 through August 31 of the applicable year. The target’s historical financial results are subject to our pre-acquisition financial due diligence procedures, which includes an assessment of their accounting policies and practices. Additionally, thorough financial and legal diligence is performed over the historical financial results, including a quality of earnings assessment and substantive testing of transactions within the general ledger. To ensure consistency and comparability, we apply only factually supportable, policy-conforming adjustments to pre-acquisition results in order to comply with GAAP, including: Conforming classification adjustments to align with our presentation (for example, recalculating and reclassifying depreciation and amortization to match our financial statement line items and EBITDA definition). Removal of owner-specific, non-recurring compensation and related-party expenses that do not continue post-acquisition and for which we assume or implement arm’s-length market terms. The cost structure is then burdened with expected costs related to the placement of a president to replace the retiring owner. Elimination of non-recurring transaction costs directly related to the acquisition. Standardization of accounting policies where objectively determinable and factually supportable (for example, capitalization thresholds for property and equipment, classification of repairs and maintenance). We do not adjust pre-acquisition results for expected synergies, integration initiatives, or other hypothetical or forward-looking benefits. Our primary debt agreements define EBITDA-based covenant measures using similar adjustments as the non-GAAP measures presented herein. As a result, the Pro Forma Adjusted EBITDA we present is defined consistently with the EBITDA measure used for covenant compliance under our credit agreements. We are also including this disclosure to enable public investors to understand and assess our compliance with those covenants. We may, from time to time, disclose covenant calculations as required by our agreements; such disclosures are provided for compliance assessment and transparency. In addition, including pre-acquisition results improves the alignment between income statement activity and the balance sheet, as the balance sheet fully reflects the impact of acquisition accounting while the income statement would otherwise present only a partial period of post-acquisition results. Therefore, key financial metrics such as leverage ratios would be distorted without this adjustment. Furthermore, we believe Pro Forma Adjusted EBITDA enhances consistency and comparability across periods and provides a more representative view of the consolidated entity’s future earnings potential. The Company is unable to provide a quantitative reconciliation of its forward-looking Pro Forma Adjusted EBITDA guidance to net income, the most directly comparable GAAP measure, without unreasonable effort because certain items that impact net income (loss), including changes in fair value of financial instruments, acquisition-related costs, and the timing and magnitude of future acquisitions, cannot be reasonably predicted. LTM Pro Forma Revenue LTM Pro Forma Revenue represents consolidated revenue for the trailing-twelve month period plus the pre-acquisition revenue for businesses acquired during the relevant period, as if such businesses had been owned for the entirety of the period presented. The pre-acquisition revenue of newly acquired companies is calculated in the same method described in Pro Forma Adjusted EBITDA. Including pre-acquisition results improves the alignment between income statement activity and the balance sheet, as the balance sheet fully reflects the impact of acquisition accounting while the income statement would otherwise present only a partial period of post-acquisition results. We believe LTM Pro Forma Revenue enhances consistency and comparability across periods and provides a more representative view of the consolidated entity’s future revenue potential. LTM Pro Forma Adjusted EBITDA LTM Pro Forma Revenue represents Adjusted EBITDA for the trailing-twelve month period plus the pre-acquisition EBITDA for businesses acquired during the relevant period, as if such businesses had been owned for the entirety of the period presented. The pre-acquisition EBITDA of newly acquired companies is calculated in the same method described in Pro Forma Adjusted EBITDA. LTM Pro Forma Adjusted EBITDA improves the comparability across periods of Pro Forma Adjusted EBITDA. Additionally, our primary debt agreements mentioned in the Pro Forma Adjusted EBITDA definition generally utilize EBITDA based covenants on a trailing-twelve month basis. We are also including this disclosure to enable public investors to understand and assess our compliance with those covenants. Reconciliation of Adjusted EBITDA and Pro Forma Adjusted EBITDA Includes $0.6 million and $0.9 million of depreciation expense recognized in cost of revenue during the three and six months ended June 30, 2026, respectively, and $0.6 million and $1.2 million during the three and six months ended June 30, 2025, respectively. Non-Cash Gains and Losses includes Loss (Gain) on Disposition of Assets, Change in Fair Value of Earnout Shares and Deferred Founder Shares, Change in Fair Value of Forward Purchase Agreement Liability, Loss on the Conversion of SAFE Notes, Change in Fair Value of Warrant Liability, Change in Fair Value of Contingent Consideration, and Change in Fair Value of Derivatives, which is included in Other non-operating income on the Consolidated Statements of Operations. Includes costs incurred during the three and six months ended June 30, 2026 related to the Business Combination, which primarily related to legal and accounting fees related to the merger agreement and regulatory matters. These costs did not meet the criteria for capitalization in accordance with Staff Accounting Bulletin Topic 5.A and ASC 340-10-S99-1; however, these costs significantly impact the comparability of periods and are therefore included as an adjustment to calculate Adjusted EBITDA. Includes transaction fees directly attributable to the consummation of certain acquisitions of $0.5 million during the three months ended June 30, 2026, and $0.5 million and $1.2 million during the six months ended June 30, 2026 and 2025, respectively. These are direct incremental costs associated with certain acquisitions and exclude any internal costs related to originations, diligence or legal activities, and recurring costs with third-parties associated with evaluating acquisitions. These costs are included in Selling, General, and Administrative Expenses within the Consolidated Statements of Operations. Additionally, this includes a $0.5 million loss on the change in fair value of a financing instrument included in Other Non-Operating Expenses/(Income), Net during three and six months ended June 30, 2026. There were no similar costs during three and six months ended June 30, 2025. Also, this includes an adjustment of immaterial and $2.1 million during three and six months ended June 30, 2025, respectively, for the settlement of performance and payment bonds that were issued by an operating subsidiary that ceased operations. There were no similar costs during the three and six months ended June 30, 2026. The type of business was unique relative to other operating subsidiaries and the Company has never incurred any other similar types of costs. These costs are included in Other Non-Operating Expense (Income), Net within the Consolidated Statements of Operations. These costs were included as an adjustment to calculate Adjusted EBITDA since they are not representative of ongoing operations. Pro Forma EBITDA for Acquisitions represents the pre-acquisition results of operating subsidiaries acquired prior to the end of the respective periods. The amounts were derived from the pro forma financial results prepared in accordance with ASC 805 and presented within the “Business Combinations” footnote to the Company’s interim consolidated financial statements. The adjustments and presentation conform to the requirements of Article 11 of Regulation S-X, including the application of appropriate transaction accounting adjustments. The following table includes further financial information related to the pre-acquisition results of operating subsidiaries acquired prior to the end of the respective periods, which includes two companies acquired during the six months ended June 30, 2026 and five companies acquired during the year ended December 31, 2025 (there were 4 additional companies acquired during January 2025; however, they are not included in this adjustment as they had a full three months of post-acquisition results during the three and six months ended June 30, 2025): During the three and six months ended June 30, 2026 the post-acquisition results of operating subsidiaries acquired during the period contributed $0.6 million and $0.6 million, respectively, to Adjusted EBITDA. During the three and six months ended June 30, 2025 the post-acquisition results of operating subsidiaries acquired during the period contributed $2.1 million and $3.4 million, respectively, to Adjusted EBITDA. Reconciliation of LTM Pro Forma Revenue Please refer to the consolidated statements of operations for the year ended December 31, 2025 in in our definitive proxy statement and final prospectus included in the Registration Statement on Form S-4 (File No. 333-294869), dated May 27, 2026, filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2026 and declared effective by the SEC on May 27, 2026 (as supplemented on June 3, 2026, the “Proxy Statement/Prospectus”). The operating subsidiaries acquired during 2025 and the six months ended June 30, 2026 had pre-acquisition revenue of $44.8 million for the twelve months ended June 30, 2026, which was intended to provide additional perspective on the full-period revenue contribution of recently acquired businesses. Reconciliation of LTM Pro Forma Adjusted EBITDA Please refer to the Limitations of Non-GAAP Measures and Reconciliations to GAAP section within Management’s Discussion and Analysis of Financial Condition and Results of Operations of Teamshares in the Proxy Statement/Prospectus for the full calculation of Adjusted EBITDA for the year ended December 31, 2025. The operating subsidiaries acquired during 2025 and the six months ended June 30, 2026 had pre-acquisition EBITDA of $9.2 million for the twelve months ended June 30, 2026, which was calculated in a manner consistent with the adjustments reflected in Pro Forma EBITDA for Acquisitions and are intended to provide additional perspective on the full-period earnings contribution of recently acquired businesses. Reconciliation of Free Cash Flow Free Cash Flow represents net cash used in operating activities less capital expenditures and additions to internally developed software. We believe Free Cash Flow is useful in assessing our ability to reinvest in the business, pursue strategic transactions and return capital to investors.

Investor releaseQuarter not tagged2026-08-14

Live Oak Acquisition Corp. V Q2 Earnings Call Highlights

MarketBeat
Interested in Live Oak Acquisition Corp. V? Here are five stocks we like better. Teamshares reaffirmed its 2026 outlook, including $40 million in acquired EBITDA and $60 million in pro forma adjusted EBITDA. Second-quarter revenue rose 20% year over year to support the growth strategy, while SME segment EBITDA increased 47% to $20 million. The acquisition pipeline is substantial: 10 signed letters of intent represent approximately $30 million of expected SME segment EBITDA, with closings typically taking 90 to 120 days and likely concentrated in the second half of the year. Financing capacity remains the main constraint on acquisition growth. Teamshares has signed a term sheet for a warehouse facility and is evaluating debt-refinancing options to fund acquisitions and support longer-term expansion following its Nasdaq listing. Live Oak Acquisition Corp. V (NASDAQ:TMS), which operates as Teamshares, said it reaffirmed its 2026 outlook and expects acquisitions to be the primary contributor to growth after completing its Nasdaq listing in June. During its first earnings call as a public company, Teamshares reported that second-quarter revenue increased 20% year over year, primarily driven by acquisitions. The company’s last-12-month pro forma revenue reached $560 million, while SME segment EBITDA rose 47% from the prior-year period to $20 million. → Lumentum Just Delivered the AI Growth Investors Wanted Co-founder and CEO Michael Brown said Teamshares, founded in 2019, is focused on acquiring small- and mid-sized businesses from retiring owners and holding them permanently. The company had grown to 93 companies and approximately $500 million in consolidated revenue as of the call. Teamshares reaffirmed its 2026 target of $40 million in acquired EBITDA and its $60 million pro forma adjusted EBITDA target. Brown described pro forma adjusted EBITDA as a run-rate measure assuming the company had owned all acquired businesses for the trailing 12-month period. → Ryman Checks Into a $1.38B Hospitality Upgrade As of Aug. 14, the company had 10 signed, mutually non-binding letters of intent representing approximately $30 million of new SME segment EBITDA. Alex Eu, co-founder and president, said the company’s typical closing process takes 90 to 120 days, and the businesses in the backlog average roughly $3 million of SME segment EBITDA. Teamshares acquired two businesses…Read full document

Interested in Live Oak Acquisition Corp. V? Here are five stocks we like better. Teamshares reaffirmed its 2026 outlook, including $40 million in acquired EBITDA and $60 million in pro forma adjusted EBITDA. Second-quarter revenue rose 20% year over year to support the growth strategy, while SME segment EBITDA increased 47% to $20 million. The acquisition pipeline is substantial: 10 signed letters of intent represent approximately $30 million of expected SME segment EBITDA, with closings typically taking 90 to 120 days and likely concentrated in the second half of the year. Financing capacity remains the main constraint on acquisition growth. Teamshares has signed a term sheet for a warehouse facility and is evaluating debt-refinancing options to fund acquisitions and support longer-term expansion following its Nasdaq listing. Live Oak Acquisition Corp. V (NASDAQ:TMS), which operates as Teamshares, said it reaffirmed its 2026 outlook and expects acquisitions to be the primary contributor to growth after completing its Nasdaq listing in June. During its first earnings call as a public company, Teamshares reported that second-quarter revenue increased 20% year over year, primarily driven by acquisitions. The company’s last-12-month pro forma revenue reached $560 million, while SME segment EBITDA rose 47% from the prior-year period to $20 million. → Lumentum Just Delivered the AI Growth Investors Wanted Co-founder and CEO Michael Brown said Teamshares, founded in 2019, is focused on acquiring small- and mid-sized businesses from retiring owners and holding them permanently. The company had grown to 93 companies and approximately $500 million in consolidated revenue as of the call. Teamshares reaffirmed its 2026 target of $40 million in acquired EBITDA and its $60 million pro forma adjusted EBITDA target. Brown described pro forma adjusted EBITDA as a run-rate measure assuming the company had owned all acquired businesses for the trailing 12-month period. → Ryman Checks Into a $1.38B Hospitality Upgrade As of Aug. 14, the company had 10 signed, mutually non-binding letters of intent representing approximately $30 million of new SME segment EBITDA. Alex Eu, co-founder and president, said the company’s typical closing process takes 90 to 120 days, and the businesses in the backlog average roughly $3 million of SME segment EBITDA. Teamshares acquired two businesses during the first half of 2026, representing about $2.6 million in SME segment EBITDA. Eu said acquisition activity was relatively light during the first half because the company was focused on completing its public listing and had constrained access to reasonably priced acquisition capital. → Joby’s Defense Pivot Accelerates With $500M Resonant Sciences Deal CFO Brian Gaebe said the company expects about $30 million of the path to its $60 million pro forma adjusted EBITDA target to come from businesses currently under letters of intent. It is targeting at least another $9 million from businesses under evaluation but not yet under LOI, alongside modest organic growth and controlled corporate overhead. Management said acquisition closings in the small-business market tend to be weighted toward the second half of the year, particularly the fourth quarter. Brown said businesses often come to market after corporate taxes are filed in the spring, creating a natural timeline that pushes transaction closings later in the year. Revenue increased 20% year over year in the second quarter. SME segment EBITDA reached $20 million, up 47% from the prior-year period. Last-12-month pro forma revenue reached $560 million. Ten signed LOIs represented about $30 million of estimated annual SME segment EBITDA. The company reaffirmed its $40 million acquired EBITDA target for 2026. Eu said Teamshares evaluates its model through four core factors: deploying capital into durable businesses at attractive terms, preserving and growing acquired earnings, scaling corporate infrastructure more slowly than segment earnings, and improving financing access and cost of capital as the company grows. Organic revenue grew 3.4% in the second quarter and 4.2% year to date. Organic SME segment EBITDA grew 0.4% in the quarter and 4.6% year to date. Eu said management views year-to-date performance as more informative than quarterly results because of seasonality across its businesses. The company continues to use an annual organic growth framework of roughly 3% after the initial year of acquisition, according to management. Eu said Teamshares does not require synergies or aggressive growth for acquisitions to be attractive, as its underwriting generally assumes flat performance in the first year and modest growth afterward. Corporate costs declined by approximately $500,000 in the second quarter while SME segment EBITDA increased by $6.4 million, or 47%, according to Eu. He said the results demonstrate operating leverage from the company’s transaction, reporting, operating oversight and data infrastructure. Teamshares expects corporate overhead to increase by about $2 million in the second half of 2026, or roughly 10% compared with the second half of 2025, primarily due to public-company compliance costs, Gaebe said. Management emphasized that financing capacity remains the principal constraint on the company’s acquisition pace. Brown said Teamshares has sufficient sourcing activity and processing capacity, but that financing and cash flow are the main drivers and limiters of growth. Gaebe said Teamshares signed a term sheet in early August for a warehouse facility intended to provide committed capital for acquisition closings, including a material amount for companies already under LOI. The company is also evaluating alternatives to refinance existing debt and add capacity for longer-term growth. According to Gaebe, Teamshares has received multiple non-binding term sheets from potential lenders. Management did not disclose pricing or detailed terms for the financing proposals, citing their non-binding status. Brown said the company has seen increased interest from larger businesses within its target range, particularly those generating $2 million to $5 million in EBITDA. Teamshares historically focused on businesses with EBITDA between $500,000 and $5 million. On purchase valuations, Brown said current acquisition multiples remain generally consistent with last year. He noted that businesses in the $2 million to $5 million EBITDA range may trade closer to five to six times EBITDA, compared with a four-to-five-times range in other cases. The company reported an average acquisition multiple of 5.3 times in 2025. Eu said the company’s first quarter has historically been its weakest because of consumer spending patterns and winter weather affecting outdoor activities. First-quarter segment EBITDA has historically represented about 10% to 15% of annual EBITDA, while the second and third quarters have been the strongest. The fourth quarter has historically been below the second and third quarters but substantially above the first quarter. During the second quarter, Teamshares shut down one subsidiary that Eu described as subscale and not meaningful to results, with a purchase price below $1 million. He said the company has moved through a backlog of businesses that no longer met its evolving acquisition criteria and expects such exits to be more limited going forward. Brown said Teamshares’ priorities through year-end include completing capital transactions and debt refinancing, closing its targeted $40 million of acquired EBITDA while maintaining underwriting standards, advancing organic EBITDA growth, and continuing to build systems designed to create operating leverage. Live Oak Acquisition Corp. V is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. As a special purpose acquisition company, it does not operate a traditional commercial business of its own and instead focuses on identifying and completing an acquisition transaction. The company was organized to pursue opportunities across a broad range of industries and geographic markets, subject to the terms of its governing documents and applicable regulations. This instant news alert was generated by narrative science technology and financial data from MarketBeat in order to provide readers with the fastest reporting and unbiased coverage. Please send any questions or comments about this story to [email protected]. The article "Live Oak Acquisition Corp. V Q2 Earnings Call Highlights" was originally published by MarketBeat. View MarketBeat's top stocks for August 2026.

TranscriptFY2026 Q22026-08-14

FY2026 Q2 earnings call transcript

Earnings source - 64 paragraphs
Operator

Good day, and thank you for standing by. Welcome to the Teamshares Second Quarter 2026 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during this session, you will need to press star-one-one on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star-one-one again. I would now like to hand the conference over to your speaker today, Kyle Nagarkar, Investor Relations. Sir, please go ahead.

Kyle Nagarkar

Thank you, Michelle, and good morning, everyone. Welcome to Teamshares' Second Quarter 2026 Earnings Conference Call. Joining me today are Co-founder and CEO, Michael Brown, Co-founder and President, Alex Eu, and CFO, Brian Gaebe. Earlier today, we issued a press release announcing our financial results, which is available on our investor relations website, along with a supplemental slide presentation. As referenced on Slide two, we will be discussing non-GAAP financial measures during this call. The most directly comparable GAAP financial measures and a reconciliation of the differences between the GAAP and non-GAAP financial measures are available in our earnings release and supplemental slide presentation on our website. In addition, certain statements being made today are forward-looking statements that are based on management's current assumptions, beliefs, and expectations concerning future events impacting the company.

Kyle Nagarkar

These forward-looking statements involve a number of uncertainties and risks, including but not limited to those described in our earnings release, Form 10-Q for the period ending June 30, 2026, and other filings with the SEC. The actual results of operations and financial condition of the company could differ materially from those expressed or implied in our forward-looking statements. With that, I'll turn the call over to Michael. Michael?

Michael Brown

Good morning, everyone. Teamshares is the market leader in buying great businesses from retiring owners. 4.5 million small to mid-sized businesses in America and tens of millions globally have owners approaching retirement. We plan to be a permanent home for thousands of the highest quality companies as their owners retire. Welcome to our first-ever earnings call as TMS begins Day 38 of trading on the Nasdaq. With me today are two longtime business partners, Alex Eu, Co-founder and President of Teamshares, and Brian Gaebe, our CFO. Before getting into the two key results, and for the benefit of participants who are new to Teamshares, I'd like to start with context on our recent listing, our business model and growth opportunity, and some positive updates from our press release.

Michael Brown

Teamshares began trading on June 23, following a common equity raise led by T. Rowe Price Investment Management, with participation from other institutional investors and the executive team. We founded Teamshares in 2019 to be public from the outset because of the direct benefits that public capital markets provide to Teamshares' growth strategy. And because the permanent nature of public equity and the long-term duration of the bond market align well with our model of being a permanent home for great businesses. As evidence of that commitment, we told Axios in early 2024 that Teamshares would be public in 2027, and we executed on our public company readiness infrastructure faster than anticipated. We believe Teamshares is among a relatively rare group of companies whose growth strategy directly benefits from being public. Public companies have better access to financing than private companies.

Michael Brown

All public companies, of course, have access to public company capital, but its advantage is unevenly distributed among companies who are able to use financing to drive core business growth. Financing new acquisitions is the raw material of our growth, so being public is a strategic growth advantage for Teamshares. The capital cost differential between public and private companies is well known, though perhaps underappreciated is how wide the delta can be for emerging companies. In some cases, 50% or more for similar credit profiles. What is less obvious is the speed and certainty advantages public companies have over private companies. Private financing with banks and asset managers often takes four to six months from first contact to funding, with an elevated risk of failure until the very end of the process. CE's in public companies arrange capital in weeks, and sometimes days, with high certainty.

Michael Brown

It will take time for Teamshares to arrange capital within a few days, but I am very pleased to say that the speed and opportunity set change within a few weeks of going public, and we are excited about the capital formation journey ahead and our goal of building a large and enduring public company. Onto our business model and opportunity. Teamshares is a programmatic acquirer of small to mid-sized businesses focused on retiring owners. As a business model, we are a tech-enabled holding company. We like to say part holdco, part fintech. Holdco because we employ permanent ownership, consolidation, and aim to reinvest in compound cash flow to new acquisitions. Fintech because we build software to acquire and operate at scale. As a mental model, think of the many dozens of serial acquirers that have come before us.

Michael Brown

Public companies that grow via smaller, frequent, private acquisitions and integrate them into a larger, diversified public company capable of faster than organic growth through reinvestment. The incentive for public programmatic acquirers differ markedly from those in temporary ownership models and short-term private roll-ups. You own the cash flow permanently and thus have an intrinsic need to buy reliable cash flows on reasonable terms that can endure for the long term. We think Teamshares differs from most publicly traded serial acquirers in five ways. Size. Our niche is $0.5 million to $5 million, smaller than many, if not most strategies, resulting in a bigger TAM. Sector. Acquisition strategies tend to focus on one to three industries. We deliberately employ a diversified industry strategy based on structural acquisition criteria to maximize our addressable market and mitigate single industry risk and shocks Succession.

Michael Brown

By focusing on retiring owners, we address a bigger market with strong risk mitigation characteristics we've discussed in the past. Software. Our software helps us acquire at scale, sourcing 75,000 actively for sale companies per year, and supporting an efficient transaction process for the ones we buy. Our software also helps us operate at scale with financial visibility and employee stock alignment in every company. Which leads us to the fifth, is stock. We align employees with stock to protect and grow the cash flows and provide everyone a stake in the outcome. In just six years, we've grown to 93 companies and half a billion in consolidated revenue, so the platform is built and it's working. But there are 4.5 million businesses with owners approaching retirement, and our goal is to be a permanent home for thousands of them.

Michael Brown

In my opinion, it's still the first inning of our growth, and we're on a long journey aiming to build a large enduring public company. To touch on our 2026 outlook, in the press release, we reaffirmed our 2026 guidance, which includes $40 million of acquired EBITDA. The North Star metric we focus on is pro forma adjusted EBITDA, which is akin to a run rate metric as if we'd owned all companies for the trailing 12-month period. That figure is $60 million. As of today, we have approximately $30 million of estimated annual EBITDA under LOI or letter of intent. Our active pipeline well exceeds the remaining path to $40 million.

Michael Brown

To give you a sense of how quickly we can move as a company and how deep our inbound funnel is, we have grown the signed LOI count by about $20 million in the two months since completing our listing. Going public was a near full-time effort for many of the same people who work in acquisitions, capital, and accounting. There are a few important nuances of our model and business cycle that I want to telegraph to investors as they track our progress. The first is seasonality of closings. We have found that the second half of the year, particularly the fourth quarter, is very likely when acquisitions in the SME space close. The reason is that new business listings come to market after their corporate taxes are filed in the spring. So the natural timeline of the acquisition process puts things into the back half of the year.

Michael Brown

When you couple that natural rhythm with the fact that our listing just finished a few weeks ago, we will be highly fourth Q weighted on closings this year. Second, as we earn the trust of public investors, we want to be clear that we will deliver on our annual outlook in a very dependable manner, but that we will avoid managing to the quarter, and we will not take shortcuts on diligence or legal documentation. And we'll communicate our year-end tracking through our backlog.

Brian Gaebe

Turning to slide eight of our Q2 2026 earnings presentation, this summarizes our financial results from the second quarter. The significant year-over-year growth in our key financial metrics highlights the strength of our programmatic acquisition strategy and operating leverage created from our tech-enabled platform. Revenue increased by 20% primarily driven by acquisitions, and LTM pro forma revenue has now reached $560 million. SME segment EBITDA, which is the reported post-acquisition EBITDA from our operating subsidiaries, reached $20 million during the quarter, representing a 47% increase from the same period in prior year. The benefits of our tech-enabled platform can really be seen in the increase to adjusted EBITDA, as we were able to achieve a significant increase in SME segment EBITDA while reducing corporate overhead.

Brian Gaebe

This demonstrates the operating leverage we've created that allows us to add earnings from operating subsidiaries at a significantly faster rate than increases to corporate overhead. This has resulted in a dramatic increase in LTM pro forma adjusted EBITDA since the beginning of 2025, despite operating in a capital-constrained environment prior to becoming public. The equity raise connected with our public listing and capital initiatives underway are expected to enable us to significantly accelerate our growth. We'll delve into how this translates into our full-year guidance later in the presentation. Now I'll turn it over to Alex to provide an update on key drivers behind our results.

Alex Eu

Thank you, Brian. One of our goals as a public company is to make the financial drivers of Teamshares straightforward to understand and measure. While there are a lot of individual businesses within Teamshares, we think our financial model really comes down to four simple drivers. First, can we repeatedly deploy capital into durable businesses at attractive terms? Second, once we own those businesses, can we preserve the earnings through the transition and then grow them over time? Third, as we add more segment EBITDA, can our central platform scale at a much slower rate, allowing an increasing amount of that SME segment EBITDA to drop through to our consolidated earnings? Fourth, as our earnings grow and our credit profile matures, can we earn our way into better access to financing and a lower cost of capital?

Alex Eu

If we continue to execute against those four drivers, we believe the model will compound. I'm going to walk through the first three of these drivers, and then Brian will cover the fourth. Starting on slide 10, acquisitions. Our goal is to repeatedly deploy capital into buying high-quality businesses from retiring owners with attractive returns. Our cross-industry model and the depth of our sourcing funnel are what allows us to stay disciplined. We source more than 15,000 size-qualified leads annually, which gives us the ability to be selective about which businesses we believe will work best within the Teamshares model. Our completed acquisition activity in the first half of the year was relatively light as we focused on completing the go-public transaction and reasonable acquisition capital was constrained.

Alex Eu

In the first half of the year, we acquired two businesses that represent approximately $2.6 million in SME segment EBITDA. More importantly, for our forward acquisition cadence, as of today, August 14, we have 10 signed mutually non-binding LOIs that represent approximately $30 million of new SME segment EBITDA at terms that are in line with our historical multiples and terms. Our typical close process takes 90 to 120 days, and the average business in that backlog is approximately $3 million of SME segment EBITDA, which is consistent with the evolution of our strategy towards the $1 million-$5 million EBITDA range, where we have increasingly found attractive businesses with greater scale. Following our listing, we also now have substantially greater capital flexibility to execute against that pipeline.

Alex Eu

The funnel remaining deep, the signed backlog giving us meaningful visibility, and we believe we have a clear path towards our full-year acquisition target. The second driver on the next slide of 11 is what happens after you acquire a business. This is especially important for Teamshares because, one, we primarily buy from retiring owners. So one of our core competencies is managing a leadership succession along with ownership transition. And two, because we are a permanent home for these businesses, what ultimately matters is how these acquired cash flows trend over time. We typically view the first year as a period to manage the transition, learn the business, protect the earnings, and then build the foundation for future growth. Importantly, our underwriting and business model do not require synergies or growth to make an acquisition attractive or work.

Alex Eu

We have historically assumed flat performance in the first year and modest growth thereafter. Now, there are three core capabilities that we bring to bear to do this. The first is new leadership. We have built a repeatable process for transitioning a retiring owner to strong leadership that we recruit, train, and support. The second is applying repeatable operating capabilities across the companies. This includes both better financial and operating data infrastructure, but also very practical tech-enabled levers such as pricing, procurement, and operational improvement. And the third is capital allocation. A standalone small business can only compare investment opportunities within that one company. We can compare opportunities across nearly 100 businesses and allocate incremental capital towards the places where we believe have the highest return opportunities. And we are starting to see these capabilities all translate into results. Organic revenue grew 3.4% in the second quarter and 4.2% year-to-date.

Alex Eu

Organic SME segment EBITDA grew 0.4% in the second quarter and 4.6% year-to-date. Given the seasonality across many of our businesses, we believe year-to-date performance is generally more informative than any individual quarter, because individual businesses can move meaningfully quarter-to-quarter, and the longer period gives us a better view of the underlying performance of the segment as a whole. And we remain confident in our ability to achieve our organic growth targets for 2026. Now, on the next slide of 12, the third financial driver is operating leverage. We have spent the last six years building the platform that allows us to acquire, consolidate, and oversee a large number of businesses. We believe the platform is built and it is working. It includes transaction capabilities, financial reporting and controls, operating oversight, data infrastructure, and software that we install.

Alex Eu

The results of this really show up when we can add more SME segment EBITDA and have the majority of it drop through to consolidated earnings without a linear increase in that platform cost. We believe that we are now at an important inflection point, and we are starting to see that operating leverage clearly in the financial results. In the second quarter, SME segment EBITDA increased by $6.4 million or 47%, while corporate costs actually declined by approximately $500,000. You can see the same trend in the ratio to the left of this page, where SME segment EBITDA surpassed our corporate costs in 2025, where we had a 0.5 ratio of consolidated pro forma adjusted EBITDA to our corporate costs. Our 2026 target will take that ratio to approximately 1.4x.

Alex Eu

What that means is that an increasing share of incremental SME segment EBITDA that we grow or buy will drop through to consolidated earnings. I would like to turn it over to Brian on the fourth driver, the cost of capital.

Brian Gaebe

Thanks, Alex. Moving to slide 13. As Michael outlined earlier, our transition to a public company, together with the proceeds from the related equity raise, has meaningfully broadened our capital base and given us significantly more flexibility to support our growth trajectory. In the short time since we entered the public markets, we have been encouraged by the debt refinancing options that have opened up to us. In early August, we signed a term sheet for a warehouse facility specifically designed to provide committed capital for acquisition closings, including a material amount to finance businesses currently under LOI. We are also evaluating alternatives to refinance our existing indebtedness and add incremental capacity to fund our long-term growth plans. In support of these efforts, we have already received multiple non-binding term sheets from potential lenders. The level of engagement we are seeing reinforces our conviction that public company status has expanded our financing toolkit.

Brian Gaebe

Taken together, these initiatives give us confidence in our ability to mature our capital structure and expand capital availability to support disciplined, sustained acquisition growth. This creates a virtuous cycle. As we scale and continue to execute our business strategy, we expect that will translate into a stronger credit profile, which we believe will result in a lower cost of debt and make the returns on every acquisition we pursue even more attractive. Slide 14 highlights our 2026 guidance. The continued execution on our key financial drivers provides a clear and actionable path to significant EBITDA growth, and we remain confident in our ability to achieve the $60 million pro forma adjusted EBITDA target that we previously published. Acquisitions are expected to be the primary driver of our growth. The going public transaction created strong momentum to line up the capital to close the acquisitions required to hit our target.

Brian Gaebe

We have approximately 75% of the target under LOI, and the diligence and closing process for those businesses is well underway. This gives us confidence in achieving our acquisition target. We believe the depth and quality of the pipeline gives us the ability to achieve our target while remaining disciplined on business quality, valuation, and diligence. Maintaining those underwriting standards is fundamental to generating attractive long-term returns. Outside of acquisitions, we only need to achieve modest organic growth for our operating subsidiaries to meet our plan. Also, we will remain disciplined in managing corporate overhead, which is expected to be contained to a slight increase for the remainder of the year and appears achievable in light of the decrease in the most recent quarter. Execution on these targets positions us to triple our pro forma adjusted EBITDA within a relatively short period of time.

Brian Gaebe

We believe the continued execution of this repeatable playbook will allow us to sustain elevated levels of growth well into the future. This growth will eventually translate into higher free cash flow and allow us to recycle internally generated capital into highly accretive opportunities, truly harnessing the power of our compounding cycle. Now I'll turn it back over to Michael for closing remarks.

Michael Brown

As we transition to Q&A with the research analysts, I'll recap what we're focused on through year-end. First, closing capital transactions for acquisition capacity and debt refinancing. Second, getting $40 million of acquired EBITDA closed while maintaining a high bar on company quality, cash flow, and terms. Third, continuing the organic EBITDA growth focus Alex talked about, leveraging our software-driven insights, repeatable levers, and talented team of leaders. Fourth, continuing to build software and systems that create operating leverage on corporate costs. Fifth, as we always do, remain disciplined about the return and risk profiles as we allocate capital across these activities.

Brian Gaebe

Michelle, I'll now turn it over for Q&A.

Operator

Thank you. As a reminder to ask a question, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. One moment while we compile our Q&A roster. Our first question is going to come from the line of Owen Rickert with Northland Capital Markets. Your line is open. Please go ahead.

Brian Gaebe

Owen, are you there?

Owen Rickert

I'm sorry, guys. I was on mute. Hey, congrats on a nice quarter, and thanks for taking my questions here. First for me, are there any verticals where you're seeing any particularly strong deal flow heading into the back half of this year and into next year?

Michael Brown

Yeah. We are consistent with our diversified industry strategy, and just for commercial reasons, we don't comment on the mix of companies under backlog. But you can expect more of the same deliberate diversified strategies that meet our structural investment criteria.

Owen Rickert

Got it. Okay. Just with the Nasdaq listing now complete, capital access is much improved. Are you seeing any change in deal-flow quality or pricing multiples? Has that public company profile opened doors to sellers who previously wouldn't engage?

Michael Brown

Yeah. The funnel that we had before going public was already robust, 15,000 size-qualified opportunities. I think what we're seeing is that companies on the larger end of our range, the $2 million-$5 million, are very excited to engage with Teamshares, and that's where our focus has been as of late.

Owen Rickert

Okay. Got it. Lastly for me, just on that path to that $60 million pro forma EBITDA, can you walk us through the bridge through the remainder of the year? How much comes from businesses already closed, businesses under LOI, and then just assumed organic growth there?

Brian Gaebe

Yeah. Absolutely. Owen, I would reference slide 14 of our earnings call presentation. Approximately $30 million is expected to come from businesses under LOI. We're targeting at least another $9 million from businesses currently under evaluation but not under LOI. Our organic growth target remains consistent with the modest growth that we've put out historically, around 3% on an annual basis after the initial year of acquisition. We expect to contain corporate overhead increases to $2 million, which represents about a 10% increase relative to the second half of last year and primarily relates to additional compliance costs associated with being a public company.

Owen Rickert

Okay. Got it. Thanks, guys. Super helpful. Appreciate it.

Michael Brown

Thank you.

Operator

Thank you. One moment for our next question. Our next question is going to come from the line of Giuliano Bologna with Compass Point. Your line is open. Please go ahead.

Giuliano Bologna

Good morning, and congrats on both a great quarter and transitioning to a public company. As a first question, obviously the funding structure is extremely important to the Teamshares model in terms of acquiring and rolling up businesses. It looks like you made pretty significant progress around with the LOIs for both new acquisitions. Then also there is some discussion about LOIs for refinancing a large portion of the debt stack. I realize that you have not closed any of those yet, but when you look at that, is there any indication on pricing? Is there a sense of seeing some of the benefits flow through from being a public company? Do you think there is any potential for funding cost improvements, especially on the current refinancing of the existing debt stack?

Alex Eu

Yeah. For both similarly on acquisitions and on financing, when things are at a non-binding LOI stage, we just have a policy of not commenting on terms, other than we've said that the multiples are generally consistent with what we've done in the past.

Giuliano Bologna

That's very helpful. When I look forward at the seasonality of the business, just to make sure that we all think about this correctly going forward, is there a rough way that we should think about the seasonality of both revenue and EBITDA for the existing businesses? I realize that things will continue to morph over time as you acquire more businesses.

Alex Eu

Yeah. Absolutely. Q1 has historically been our weakest quarter of the year, given consumer spending patterns and winter weather conditions that have impacted outdoor activities. We had previously disclosed segment EBITDA for Q1 has historically represented about 10%-15% of the annual total. Q2 and Q3 have historically been on par as our two strongest quarters, and Q4 has been slightly lighter than Q2 and Q3, but still substantially higher than Q1.

Giuliano Bologna

That is very helpful. Thinking about, again, some of the seasonality, but the pattern of acquisitions. Obviously, you gave us some great color on the call around the timing and how things usually flow through and often close in the fourth quarter. I'm curious, at this point in the year, how active is the pipeline of new business sale opportunities that you're seeing? Or sorry, acquisition opportunities that you're seeing, and in a sense, how much more do you think you can lock and how fast do you think you can lock the rest of the pipeline? Maybe as a related point, I'd be curious historically, what your LOI-to-close ratio looks like. I realize that it probably moves around a fair amount, given the nature of the businesses that you're acquiring.

Alex Eu

Yeah. Great series of questions. Starting with the last, our close rate from signed LOI to close transaction is very high. I think we disclosed in the past last year, we signed 10 LOIs and closed nine of them. In terms of the funnel itself, obviously you can see in the financials we closed a couple million of EBITDA year-to-date. We've got $30 million under LOI and then the remaining to get to the $40 miliion are active. Not just theoretical pipeline, like actively negotiated LOIs far exceeds the remainder to get to $40 million. We're highly confident being able to hit that $40 million number.

Giuliano Bologna

That's very helpful. I really appreciate the time and looking forward to watching you guys execute on the strategy. I'll jump back in the queue.

Operator

Thank you. One moment for our next question. Our next question is going to come from the line of Justin Ages with CJS Securities. Your line is open. Please go ahead.

Justin Ages

Hi. Morning, all. Thanks for taking the questions. Solid organic growth, around little over 3%. Just wondering if you could parse that a bit and give some commentary around if you saw or if you closed any subsidiaries that you had previously acquired.

Alex Eu

Hi, thank you for the question. Yes, throughout the course of Teamshares, as we've evolved our acquisition criteria and determined what works best with Teamshares, we have shut down or exited businesses that no longer meet the criteria of what we do. In this quarter we did have one subsidiary which shut down. Very subscale, less than $1 million of purchase price, and was sub-scale, not meaningful to results. We got through the backlog of businesses that did not meet our criteria in the previous years, and we expect that to be much more limited going forward.

Justin Ages

That's helpful. Thanks. I know we talked about the capital structure and funding. Just wondering if you could comment on what's constraining the number of acquisitions. I mean that in the sense of could you do more than 10 or have more than 10 under LOI if you had more analysts, if you had more cash or debt that you could raise?

Michael Brown

Yeah. If you think about the components of our business model, if you thought about it as industrial production, right? It's number of companies available in your funnel, those that you're able to get under LOI reasonable terms, your processing ability to close and onboard, and then your ability to finance. Through the inbound funnel, we have our ability to process all the technology. Our barrier to growth is always at all times financing, and that's why it was always a plan to go public. We're confident in our ability to finance the $40 million of EBITDA to acquire this year. Just in general, you can think of financing and cash flow as the driver and limiter of our growth.

Justin Ages

I appreciate the answers. Thank you.

Operator

Thank you.

Michael Brown

Thank you.

Operator

One moment for our next question. Our next question is going to come from the line of Brendan McCarthy with Sidoti & Company. Your line is open. Please go ahead.

Brendan McCarthy

Great. Good morning, everybody. Appreciate you taking my questions here. Just curious about purchase multiples. How have purchase multiples trended lately? Which industries are looking relatively more attractive? And maybe you can compare them to the multiples you saw in 2024 and 2025.

Michael Brown

Yeah. We continue to see multiples that are within our range similar to last year. One thing I would say is that earlier in the call, I mentioned that we have been a little more focused on the $2 million-$5 million EBITDA range. You can often see those multiples more in the five to six range rather than the 4x to 5x. But overall consistent. I think last year we reported 5.3x was our average multiple last year, so overall pretty consistent. Then just in general, we will make end market disclosures in our public filings with closed companies, but just for commercial reasons, we don't comment on specific industries we like or anything like that.

Michael Brown

What I would say is it's just more of the same, really consistent, diversified approach, durable businesses that meet our structural criteria and businesses that we understand and I think have not only the high confidence in retaining the cash flows that we're acquiring, but a meaningful growth opportunity over the long term.

Brendan McCarthy

Understood. Appreciate that insight. When you look at the organic growth rate of the SME segment EBITDA in Q2, can you remind us of what that rate was and then maybe what you feel to be a normalized run rate there?

Alex Eu

Absolutely. Organic growth is important to us, but importantly, our model doesn't require outsized organic growth. Our core model is to acquire these businesses, maintain and grow the earnings, and then really drive it with acquisition growth and operating leverage at Teamshares. The Q2 organic growth was 0.4%. The year-to-date was 4.6%, and that's above the roughly 3% annual organic growth framework that we've been underwriting to, and we remain comfortable with that framework.

Brendan McCarthy

Great. I appreciate the detail there. That's all for me. Thank you.

Operator

I would like to hand the conference back over to CEO Michael Brown for closing remarks.

Michael Brown

Well, thank you, everyone, for joining us on our first-ever earnings call as a public company, and we look forward to seeing you in November.

Operator

This concludes today's conference call. Thank you for participating, and you may now disconnect. Everyone, have a great day.

Investor releaseQuarter not tagged2026-07-24

Teamshares to Release Second Quarter 2026 Earnings on August 14, 2026

GlobeNewswire

NEW YORK, July 24, 2026 (GLOBE NEWSWIRE) -- Teamshares (NASDAQ: TMS), a tech-enabled acquiror of SMEs, announced today that it will release its second quarter 2026 financial results prior to market open on Friday, August 14, 2026. Teamshares management will host a conference call the same day, Friday, August 14, 2026, at 8:30 a.m. ET to discuss the results. We encourage interested parties to access the live webcast of the event via our investor relations website https://investors.teamshares.com/ or via this link. For those interested in dialing into the conference call, please register using this link. After registering, confirmation will be sent via email, including dial-in details and unique conference call codes for entry. Registration is open through the live call, but to ensure you are connected for the full call, we suggest registering a day in advance or at least 10 minutes before the start of the call. About Teamshares Teamshares Inc. (NASDAQ: TMS) is a tech-enabled acquiror of SMEs, intending to be a permanent home when owners retire. Part holdco, part fintech, Teamshares programmatically acquires companies with $0.5 to $5 million of EBITDA from retiring owners, integrates them with the Teamshares platform, and helps employees earn company stock. Founded in 2019, Teamshares operates subsidiaries with consolidated revenue of $490 million across over 40 industries and 30 states. Learn more at https://investors.teamshares.com/. ContactsInvestor Relations: [email protected] Press: [email protected]

As of 2026-08-15 • Updated weeklySource: Earnings sourceIngestion runbook