Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
On
May 14, 2026, Elauwit Connection, Inc. (the “Company”) issued a press release to report financial results for the quarter
ended March 31, 2026. The Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under
such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933,
as amended, or the Exchange Act.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Exhibit 99.1
Elauwit Connection,
Inc. Delivers 29 Percent Increase in Contracted Units, Larger Sales Pipeline in First Quarter 2026
Billed Units
Increase 114% Year-Over-Year
New Sales Team
Driving Expanded Sales Opportunities, ~40 Verbal Awards to Date in 2026
COLUMBIA, SC,
May 14, 2026 – Elauwit Connection, Inc. (NASDAQ: ELWT) ("Elauwit," the "Company," “we,” or
“our”), a national managed services provider of turnkey broadband and property-wide WiFi networks serving multifamily, student
housing, and senior living communities, today reported financial results for the first quarter ended March 31, 2026.
Said Dan McDonough,
Executive Chairman, “Elauwit is delivering on its 2026 growth plans as we ramp our sales team, drive recurring service revenue
and execute on our sales pipeline to bring new properties to our platform. Our new sales organization, established in the first quarter,
has secured verbal awards on approximately 40 new properties already this year, representing more than 11,000 units across 14 different
ownership groups, plus a robust pipeline of additional opportunities with these ownership groups and others. We believe it is increasingly
clear that property owners are choosing Elauwit to secure increased revenue, higher valuations, and happier tenants by bundling our service
into their property offering.
“Our success
from these wins comes in two stages. First, for our managed services contracts, which remain the bulk of our deployments, we secure upfront
construction revenue and margin from the installation project. Second, because we activate new customer units under both our managed
services and network-as-a service (“NaaS”) models into billing over the first year of our multi-year services agreements,
every new project will create predictable revenue growth over its first 12 months post installation, followed by multiple years of steady,
long-lived recurring service revenue streams.
“Underlying
our sales and onboarding success, we are also investing in new enterprise resource planning and inventory platforms to drive even greater
visibility and cost control in our business as we scale. We believe these tools, combined with rigorous focus on process optimization
and an expanded field network of subcontractors supporting new property installations position Elauwit even better for continued growth
with property owners across the country.
“Based on
our expanded sales efforts, we believe it is increasingly clear that the industry is coming to know Elauwit’s win-win-win scenario:
a better connectivity experience for residents, improved revenue share and value to property owners, and profitable growth for Elauwit.
With a $25 billion addressable market, proven implementation for both existing and new construction, and a compelling financial benefit,
we believe we are well positioned for growth over the next several years.”
Financial and
Operating Highlights (unaudited)
| | |
Three Months Ended | |
| (in $ millions) | |
March 31, 2026 | | |
March 31, 2025 | |
| Revenues | |
$ | 4.4 | | |
$ | 5.4 | |
| Gross Profit | |
$ | 0.8 | | |
$ | 1.3 | |
| Operating Expenses | |
$ | 3.0 | | |
$ | 1.6 | |
| Net Loss | |
$ | (2.2 | ) | |
$ | (0.4 | ) |
| Adjusted EBITDA (Non-GAAP)1 | |
$ | (2.2 | ) | |
$ | (0.4 | ) |
|
3/31/25 |
3/31/26 |
Change |
| Contracted
Units: waiting to be built or in the process
of installation along with units we currently serve |
28,375 |
36,720 |
+29.4% |
| Activated
Units: fully installed and on, but may not be
fully billing yet due to onboarding |
11,674 |
24,530 |
+110.1% |
| Billed
Units: fully generating revenue under our managed
services or NaaS contracts |
9,339 |
20,059 |
+114.8% |
| · | Total
revenue decreased 19% year-over-year, reflecting the timing of certain client construction
and installation project revenues, which are periodic and variable in nature. |
| · | Billed
units increased more than 114% year over year, driving increased recurring service revenue
under long-lived managed service and NaaS revenues. |
| · | Elauwit
fully launched its comprehensive sales team and marketing programs during the first quarter
of 2026. |
| · | The
new sales team has rapidly expanded bidding activity with properties across the continental
U.S., delivering verbal awards with 14 different ownership groups for 40 additional properties
accounting for more than 11,000 units across 16 states plus the District of Columbia. |
| · | Backlog as of March 31, 2026 was
$38.1 million, compared to $15.6 million as of March 31, 2025. Backlog is comprised of new properties contracted for planned installation
and the value of recurring services revenue on activated or billed units. |
Balance Sheet
As of March 31,
2026:
| · | Cash and
cash equivalents totaled $3.5 million. |
| · | Accounts
receivable were $3.2 million, and inventories were $1.0 million. |
| · | Deferred
revenue was $3.8 million. |
| · | Related
party debt at March 31, 2026 was $1.2 million, and total debt was $1.9 million. |
Conference Call
Elauwit’s
management will host a live webcast conference call today at 8:00 a.m. Eastern Time to discuss the financial results and provide business
updates on the Company’s strategic plans. To access the live webcast, conference call information, and other materials, please
visit Elauwit’s investor relations website at http://investors.elauwit.com/. Please connect at least 10 minutes prior to the live
webcast to ensure adequate time for any software download that may be needed to access the webcast. For those wishing to join by telephone
only, please dial +1-412-345-1653.
1 Adjusted
earnings before interest (income) expense, income taxes, depreciation and amortization (“EBITDA”) is not a U.S. generally
accepted accounting principle (“GAAP”) measure. Please refer to the “Non-GAAP Financial Measures” section of
this earnings release for a discussion of this non-GAAP measure and the schedules attached to this earnings release for a reconciliation
of adjusted EBITDA to net loss.
A webcast replay
of the call will be available following the call on Elauwit’s investor relations website.
Quarterly Report
on Form 10-Q ("Form 10-Q")
Elauwit anticipates
filing its Form 10-Q for the first quarter 2026 within the next couple of business days, which will be available at https://investors.elauwit.com.
This press release should be read in conjunction with the Form 10-Q and the related Notes to Consolidated Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations contained in that Form 10-Q.
About Elauwit
Elauwit is a publicly
traded connectivity MSP dedicated to rental communities, including multifamily properties, student housing, and senior living. Elauwit
designs, builds, and operates managed networks, backed by a service model that treats property teams and residents like a relationship,
not an account number.
With dependable connections, exceptional resident support, and no-upfront-cost options, Elauwit helps owners deliver premium connectivity
as a competitive advantage, supporting new revenue, resident retention and increased asset value.
For more information,
visit www.elauwit.com.
Non-GAAP Financial
Measures
In addition to
net loss, which is a U.S. GAAP measure, Elauwit presents adjusted EBITDA, which is a non-GAAP measure. Management believes the presentation
of adjusted EBITDA, reflecting non-GAAP adjustments, provides important supplemental information to investors and other users of its
financial statements in evaluating the operating results of the Company. In particular, by excluding expenses that are not directly related
to its operating performance, Elauwit is able to present a view of its underlying business that the management team uses to analyze its
historical performance and plan for its future performance. Adjusted EBITDA is a key metric used by management and the Board of Directors
to assess the Company’s financial and operating performance. This non-GAAP disclosure has limitations as an analytical tool, should
not be viewed as a substitute for net loss determined in accordance with GAAP, and should not be considered in isolation or as a substitute
for analysis of the Company’s results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures
that may be presented by other companies.
Key Performance
Indicators
Elauwit uses the
following key performance metrics to analyze and measure the Company’s financial performance and results of operations: recurring
service revenue, contracted units, activated units, billed units and backlog. The Company’s recurring service revenue, contracted
units, activated units, billed units and backlog are not necessarily comparable to similarly titled measures reported by other companies.
Elauwit defines
recurring service revenue as the monthly recurring service revenue initiated by network activation under our long-term service agreements.
Management believes that the Company’s ability to retain and expand revenue from existing customers is an indicator of the long-term
value of its customer relationships and potential future business opportunities.
Elauwit defines
contracted units as the total number of individual units waiting to be built or in the process of being installed across the properties
using its networks. Management believes this metric is useful to investors because it illustrates the total number of units the Company
will serve once the construction process is complete.
Elauwit defines
activated units as the total number of individual units that are fully installed and on, but not yet necessarily collecting full recurring
service revenue due to onboarding process, across the properties using its networks. Management believes this metric is useful for investors
because it illustrates the total number of individual units the Company will collect revenue on once the onboarding process is complete,
and can be tracked over time to show the reach of its networks.
Elauwit defines
billed units as the total number of individual units that it is currently collecting revenue on across the properties using its networks.
Management believes this metric is useful to investors because it illustrates the total number of individual units the Company collects
revenue on and can be tracked over time to show the reach of its networks. Management believes it is more useful to compare total billed
units as opposed to total customers or total subscribers because the Company’s revenue is more closely tied to the number of units
it serves than the total number of customers or subscribers.
Backlog is defined
as the aggregate amount of a contract price allocated to remaining performance obligations. Total backlog can include network design
and installation performance obligations and internet network services and hardware and internet services performance obligations. Management
believes tracking backlog is useful to investors because it illustrates the remaining performance obligations under our contracts and
the revenue we expect to recognize in the future.
Forward Looking
Statements
This press release
contains forward-looking statements, including with respect to the Company’s future financial results, the Company’s growth
strategies and pipeline, and its performance as a public company. The words “anticipate,” “believe,” “can,”
“continue,” “future,” “opportunity,” “potential,” “predict,” “will,”
and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number
of risks, uncertainties, and assumptions, including market and other conditions and the Company’s ability to improve its financial
performance and achieve its growth objectives, and other factors set forth in the Company’s filings with the SEC, including the
Company’s annual report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, and subsequent
quarterly reports on Form 10-Q. Actual results might differ materially from those explicit or implicit in the forward-looking statements.
The Company undertakes no obligation to update any such forward-looking statements after the date hereof to conform to actual results
or changes in expectations, except as required by law.
Contacts:
Investor Relations:
Darrow Associates
Matt Kreps, Managing
Director
+1-214-597-8200
mkreps@darrowir.com
Media:
Elauwit Connection,
Inc.
Katie Hayward,
VP Marketing
+1-704-558-3099
sales-pr@elauwit.com
ELAUWIT CONNECTION,
INC.
Unaudited Condensed
Consolidated Balance Sheets
(in thousands, except
share and par value data)
| | |
March 31, 2026 | | |
December 31, 2025 | |
| ASSETS | |
| | | |
| | |
| Current Assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 3,534 | | |
$ | 6,154 | |
| Accounts receivable, net of allowance for credit losses of $429 and $303, respectively | |
| 3,190 | | |
| 2,407 | |
| Inventories | |
| 1,028 | | |
| 1,004 | |
| Network financing receivable, current | |
| 213 | | |
| 213 | |
| Prepaid expenses and other current assets | |
| 443 | | |
| 550 | |
| Total current assets | |
| 8,408 | | |
| 10,328 | |
| Network financing receivable | |
| 1,025 | | |
| 1,078 | |
| Lease right-of-use assets, net | |
| 14 | | |
| 28 | |
| Net investment in lease | |
| 446 | | |
| 483 | |
| Other non-current assets | |
| 26 | | |
| 26 | |
| TOTAL ASSETS | |
$ | 9,919 | | |
$ | 11,943 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Deferred revenue | |
$ | 3,811 | | |
$ | 2,886 | |
| Accounts payable | |
| 1,094 | | |
| 1,813 | |
| Accrued expenses and other current liabilities | |
| 563 | | |
| 495 | |
| Operating lease liabilities, current | |
| 14 | | |
| 29 | |
| Related party debt, current | |
| 778 | | |
| 804 | |
| Note payable, current | |
| 199 | | |
| 196 | |
| Total current liabilities | |
| 6,459 | | |
| 6,223 | |
| Related party debt, net of current | |
| 446 | | |
| 506 | |
| Note payable, net of current | |
| 442 | | |
| 490 | |
| Deferred revenue, net of current | |
| 293 | | |
| 308 | |
| TOTAL LIABILITIES | |
| 7,640 | | |
| 7,527 | |
| | |
| | | |
| | |
| Commitments and contingencies (see Note 13) | |
| | | |
| | |
| | |
| | | |
| | |
| STOCKHOLDERS' EQUITY | |
| | | |
| | |
| Preferred stock, $0.0001 par value, 100,000 authorized as of March 31, 2026 and December 31, 2025; 0 outstanding as of March 31, 2026 and December 31, 2025 | |
| — | | |
| — | |
| Common stock, $0.0001 par value, 14,900,000 shares authorized; 6,619,796 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | |
| — | | |
| — | |
| Additional Paid-in Capital | |
| 19,034 | | |
| 19,009 | |
| Accumulated deficit | |
| (16,755 | ) | |
| (14,593 | ) |
| Total stockholders' equity | |
| 2,279 | | |
| 4,416 | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 9,919 | | |
$ | 11,943 | |
ELAUWIT CONNECTION,
INC.
Unaudited Condensed
Consolidated Statements of Operations
(in thousands,
except share and per value data)
| | |
For the three months ended March 31, | |
| | |
2026 | | |
2025 | |
| Revenues | |
| | |
| |
| Revenues | |
$ | 4,430 | | |
$ | 5,446 | |
| Cost of revenues | |
| | | |
| | |
| Cost of revenues | |
| 3,603 | | |
| 4,187 | |
| Gross profit | |
| 827 | | |
| 1,259 | |
| Operating expenses | |
| | | |
| | |
| General and administrative | |
| 2,884 | | |
| 1,606 | |
| Sales and marketing | |
| 143 | | |
| 22 | |
| Total operating expenses | |
| 3,027 | | |
| 1,628 | |
| Operating loss from operations | |
| (2,200 | ) | |
| (369 | ) |
| Other expense, net | |
| | | |
| | |
| Interest income (expense), net | |
| 38 | | |
| (73 | ) |
| Total other income (expense), net | |
| 38 | | |
| (73 | ) |
| Loss from operations before income taxes | |
| (2,162 | ) | |
| (442 | ) |
| Income tax expense | |
| — | | |
| — | |
| Net loss | |
| (2,162 | ) | |
| (442 | ) |
| Net loss per share, basic and diluted | |
$ | (0.33 | ) | |
$ | (0.09 | ) |
| Weighted average common shares used in computing net loss per share, basic and diluted | |
| 6,619,796 | | |
$ | 5,000,000 | |
ELAUWIT CONNECTION,
INC.
Reconciliation
from Net Loss to Adjusted EBITDA
(in thousands,
except share and per value data)
(UNAUDITED)
| | |
For the three months ended March 31, | |
| | |
2026 | | |
2025 | |
| Net Loss | |
$ | (2,162 | ) | |
$ | (442 | ) |
| Addback: | |
| | | |
| | |
| Income tax expense | |
| - | | |
| - | |
| Interest expense, net | |
| (38 | ) | |
| 73 | |
| Depreciation and amortization | |
| 14 | | |
| 12 | |
| EBITDA | |
$ | (2,186 | ) | |
$ | (357 | ) |
| Addback: | |
| | | |
| | |
| Change in fair value of SAFE liability | |
| - | | |
| - | |
| Stock based compensation expense | |
| 15 | | |
| - | |
| Adjusted EBITDA | |
$ | (2,171 | ) | |
$ | (357 | ) |
