$TMSWW

Teamshares Inc

CIK:0002048951|SEC Filings

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Revenue:
Total Revenue	$ 148,660,000	$ 123,574,000	$ 269,699,000	$ 226,118,000
Cost of Revenue:
Total Cost of Revenue	87,242,000	74,498,000	160,338,000	138,142,000
Gross Profit	61,418,000	49,076,000	109,362,000	87,976,000
Operating Expenses
Depreciation	1,107,000	822,000	1,930,000	1,659,000
Amortization	1,719,000	1,469,000	3,423,000	2,882,000
Selling, General, and Administrative Expense	55,263,000	47,326,000	108,277,000	93,115,000
Goodwill Impairment	0	3,845,000	0	6,826,000
Loss on Disposition of Assets	334,000	415,000	131,000	850,000
Total Operating Expenses	58,422,000	53,877,000	113,761,000	105,332,000
Income (Loss) from Operations	2,996,000	(4,801,000)	(4,399,000)	(17,356,000)
Non-Operating Expenses (Income)
Interest Expense, Net	10,167,000	7,785,000	25,531,000	15,089,000
Loss on the Conversion of SAFE Notes (Note 11)	2,175,000	0	2,175,000	0
Change in Fair Value of Warrant Liability	(380,000)	(109,000)	(421,000)	(434,000)
Change in Fair Value of Contingent Consideration	889,000	437,000	886,000	260,000
Other Non-Operating Expense (Income), Net	(103,000)	(169,000)	(399,000)	1,682,000
Total Non-Operating Expenses (Income), Net	(7,131,000)	7,944,000	7,892,000	16,598,000
Income (Loss) Before Income Taxes	10,127,000	(12,745,000)	(12,291,000)	(33,953,000)
Income Tax Expense	601,000	109,000	960,000	290,000
Net Income (Loss)	9,526,000	(12,854,000)	(13,251,000)	(34,243,000)
Net Income (Loss) Attributable to Noncontrolling Interests	358,000	(16,000)	458,000	(76,000)
Net Loss	9,168,000	(12,838,000)	(13,709,000)	(34,167,000)
Net Income (Loss) Attributable to Common Stockholders, Basic	9,129,000	(12,838,000)	(13,645,000)	(34,102,000)
Net Income (Loss) Attributable to Common Stockholders, Diluted	$ 9,129,000	$ (12,838,000)	$ (13,645,000)	$ (34,102,000)
Basic Earnings (Loss) Per Share Attributable to Common Stockholders (in dollars per share)	$ 0.17	$ (0.26)	$ (0.27)	$ (0.69)
Diluted Earnings (Loss) Per Share Attributable to Common Stockholders (in dollars per share)	$ 0.16	$ (0.26)	$ (0.27)	$ (0.69)
Earnout Shares and Deferred Founder Shares
Non-Operating Expenses (Income)
Changes in Fair Value of derivative liability	$ (24,884,000)	$ 0	$ (24,884,000)	$ 0
Forward Purchase Agreement
Non-Operating Expenses (Income)
Changes in Fair Value of derivative liability	5,003,000	0	5,003,000	0
Products
Revenue:
Total Revenue	112,545,000	85,249,000	202,086,000	156,172,000
Cost of Revenue:
Total Cost of Revenue	67,143,000	52,173,000	122,453,000	96,827,000
Services
Revenue:
Total Revenue	36,116,000	38,325,000	67,613,000	69,946,000
Cost of Revenue:
Total Cost of Revenue	$ 20,099,000	$ 22,326,000	$ 37,885,000	$ 41,314,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Cash Flows From Operating Activities
Net Loss	$ (13,251,000)	$ (34,243,000)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation and Amortization	6,269,000	5,704,000
Non-Cash Stock-Based Compensation Expense	2,016,000	1,950,000
Non-Cash Interest Expense	9,304,000	1,105,000
Goodwill Impairment	0	6,826,000
Loss on Disposition of Assets	131,000	850,000
Loss on the Conversion of SAFE Notes	2,175,000	0
Change in Fair Value of Warrant Liability	(421,000)	(434,000)
Change in Fair Value of Contingent Consideration, Net of Payments	408,000	(501,000)
Change in Fair Value of the Former Owner Loan	600,000	0
Changes in Operating Assets and Liabilities, Net of Acquisitions:
Inventory	(1,457,000)	(3,360,000)
Accounts Receivable	(2,858,000)	(1,649,000)
Other Assets	1,986,000	(780,000)
Accounts Payable	5,589,000	(2,453,000)
Other Liabilities	4,320,000	(579,000)
Net Cash Used in Operating Activities	(5,068,000)	(27,563,000)
Cash Flows From Investing Activities
Capital Expenditures	(2,960,000)	(1,779,000)
Business Acquisitions, Net of Cash Received	(4,488,000)	(10,399,000)
Additions to Internally Developed Software	(709,000)	(1,481,000)
Net Cash Used in Investing Activities	(8,157,000)	(13,659,000)
Cash Flows From Financing Activities
Borrowings Under Credit Facilities	3,000,000	3,188,000
Repayments Under Credit Facilities	(33,850,000)	0
Borrowings Under Other Debt Instruments	5,089,000	16,286,000
Repayments of Other Debt Instruments	(5,371,000)	(3,435,000)
Issuance of SAFE Notes	3,330,000	0
Proceeds from Issuance of Preferred Stock, Net (converted to Company Common Stock at the Closing)	0	1,350,000
Forward Purchase Agreement Prepayment (Note 11)	(42,240,000)	0
Proceeds from SPAC Merger, Net (Note 3)	159,487,000	0
Payment of Transaction Costs Directly Attributable to the SPAC Merger (Note 3)	(1,116,000)	0
Exercise of Common Stock for Cash	10,000	0
Dividends to Noncontrolling Interests	(862,000)	(620,000)
Acquisitions of Noncontrolling Interests	(1,532,000)	(1,540,000)
Payments of Debt Issuance Costs	(214,000)	0
Contingent Consideration Payments	(794,000)	(144,000)
Net Cash Provided by Financing Activities	84,937,000	15,085,000
Effect of Exchange Rate Changes on Cash and Cash Equivalents	(178,000)	0
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	71,534,000	(26,137,000)
Cash, cash equivalents and restricted cash:
Cash, Cash Equivalents and Restricted Cash at Beginning of Period	54,097,000	75,509,000
Cash, Cash Equivalents and Restricted Cash at End of Period	125,631,000	49,371,000
Supplemental Disclosures of Cash Flow Information:
Interest Paid	17,266,000	14,214,000
Income Taxes Paid	819,000	570,000
Supplemental Non-Cash Activity:
Debt Assumed to Acquire Operating Subsidiaries (Note 5)	11,000,000	25,550,000
Conversion of Legacy Teamshares Series B Warrants into Legacy Teamshares Common Stock (Note 3)	2,501,000	0
Conversion of SAFE Notes into Company Common Stock and Issuance of Incentive Founder Shares to SAFE Investors (Note 3)	8,505,000	0
Earnout Shares and Deferred Founder Shares
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Changes in Fair Value of derivative liability	(24,884,000)	0
Forward Purchase Agreement
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Changes in Fair Value of derivative liability	$ 5,003,000	$ 0

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2026	Dec. 31, 2025
Current Assets
Cash and Cash Equivalents	$ 113,396	$ 40,246
Restricted Cash	11,813	13,426
Accounts Receivable, Net	24,421	21,354
Inventories	57,323	46,405
Prepaid Expenses	3,027	2,870
Other Current Assets	1,038	3,052
Total Current Assets	211,018	127,352
Long-Term Assets
Restricted Cash	422	425
Property, Plant, and Equipment, Net	30,583	30,043
Operating lease right of use assets, net	96,554	93,586
Goodwill	246,781	244,743
Other Assets	12,338	13,676
Total Long-Term Assets	404,648	400,840
Total Assets	615,667	528,193
Current Liabilities
Accounts Payable	30,789	22,586
Accrued Expenses	12,369	10,562
Deferred Revenue	13,200	10,051
Contingent Consideration	2,686	3,151
Short-Term Debt and Current Portion of Long-Term Debt	207,193	200,147
Current portion of operating lease obligations	8,952	8,524
Other Current Liabilities	13,687	9,893
Total Current Liabilities	288,876	264,913
Long-Term Liabilities
Warrant Liability	0	2,922
Contingent Consideration	6,313	6,044
Long-Term Debt, Net	70,742	91,399
Long-term operating lease obligations	89,203	88,144
Other Long-Term Liabilities	5,817	8,687
Total Long-Term Liabilities	219,583	197,196
Total Liabilities	508,459	462,109
Redeemable Noncontrolling Interests	1,890	2,451
Stockholders’ Equity
Common Stock, $0.0001 par value, 450,000,000 shares authorized, 71,985,735 issued and outstanding as of June 30, 2026; 97,899,711 shares authorized, 49,180,937 shares issued and outstanding as of December 31, 2025	7	5
Additional Paid-In Capital	385,873	327,839
Accumulated Deficit	(275,484)	(261,775)
Accumulated Other Comprehensive Loss	(1,875)	(128)
Total Stockholders’ Equity	108,521	65,941
Noncontrolling Interests	(3,204)	(2,308)
Total Equity	105,318	63,633
Total Liabilities and Stockholders’ Equity	615,667	528,193
Earnout Shares and Deferred Founder Shares
Long-Term Liabilities
Derivative liability, noncurrent	37,118	0
Forward Purchase Agreement
Long-Term Liabilities
Derivative liability, noncurrent	10,390	0
Internally developed software
Long-Term Assets
Intangible Asset, Finite-Lived, after Accumulated Amortization	5,464	6,769
Trade names
Long-Term Assets
Intangible Asset, Finite-Lived, after Accumulated Amortization	$ 12,506	$ 11,598