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
August 18, 2026, Elauwit Connection, Inc. (the “Company”) issued a press release to report financial results for the quarter
ended June 30, 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 Largest Quarter-Over-Quarter
and Year-Over-Year Increase in Contracted Units in Company History with 16% Sequential and 33% Annual Growth
Activated Units Increased 94%, Billed Units
Increased 163 % Year-Over-Year
Progress Reflects 37 Properties and more than
10,000 New Units Signed Year-to-Date
10 New Properties Signed as Growth Continues
in Third Quarter
COLUMBIA, SC, August 18, 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 second quarter ended June 30, 2026.
“The second quarter of 2026 was Elauwit’s
best-ever quarter-over-quarter and year-over-year increase in contracted units, signing almost 5,900 units across 21 properties in 10
states and the District of Columbia. These wins will drive significant construction activity in the second half of 2026 and a substantial
expansion of our recurring service revenue under long-lived contracts as they come online later this year and throughout 2027. Year-to-date,
we have signed more than 10,000 units, and the momentum continues into the September quarter with already multiple new property awards,”
said Dan McDonough, Executive Chairman.
“This growth demonstrates that our sales
focus on large, multi-property operators can generate significant repeat awards across an owner’s portfolio. For example, we recently
announced major wins with two large REIT owners, contracting more than 4,100 units across 14 properties and five states. These two operators
plan to roll out managed services across their portfolios, which include hundreds of thousands of units of additional opportunity, and
our sales pipeline has a number of similarly sized opportunities.
“Given this confirmation that large portfolios
are rapidly converting properties to managed services, we are sharpening our sales focus on key markets where we have higher density.
This also enables increased attention to smaller and middle-tier property owners in those markets for our Network-as-a-Service (“NaaS”)
product while doing so with greater operating efficiency.
“In summary, the well-documented message
that choosing Elauwit’s managed services solutions can secure increased revenue, higher valuations, and more satisfied residents
is resonating with owners and driving deals to closing, affirming our position that contracted units are the most important KPI in our
business and best indicator or our future performance. We now have almost 43,000 units under contract and expect to exceed 50,000 units
under contract before year end, achieving what would be a more than 46% annualized increase in contracted units for 2026. These wins will
drive both construction revenue and long-term recurring service revenue as we seek to build a robust and durable business at Elauwit.”
Elauwit generates revenue in three contracted
stages from each property win: first, upfront construction revenue and margin from the installation project, which is variable quarter
to quarter; second, predictable and steady services revenue growth over the first year of its multi-year agreements as it converts installed
units to billed units; and finally, multiple years of expected stable, recurring service revenue from a long-term managed services agreement.
To support its growth, the Company continues to
invest in new enterprise resource planning and inventory platforms to drive greater visibility and cost control across its business. Elauwit
anticipates the first operating cost and margin benefits of these investments will begin to show in the third and fourth quarters of this
year, as it focuses on increased cost-efficiency.
Financial and Operating Highlights (unaudited)
| | |
Three Months
Ended | | |
Three Months
Ended | | |
Six Months
Ended | | |
Six Months
Ended | |
| (in $ millions) | |
June 30, 2026 | | |
June 30, 2025 | | |
June 30, 2026 | | |
June 30, 2025 | |
| Revenues | |
$ | 2.9 | | |
$ | 5.3 | | |
$ | 7.3 | | |
$ | 10.8 | |
| Gross Profit | |
$ | 0.4 | | |
$ | 0.8 | | |
$ | 1.3 | | |
$ | 2.1 | |
| Operating Expenses | |
$ | 3.5 | | |
$ | 1.5 | | |
$ | 6.
6 | | |
$ | 3.2 | |
| Net Loss | |
$ | (3.1 | ) | |
$ | (0.9 | ) | |
$ | (5.3 | ) | |
$ | (1.3 | ) |
| Adjusted
EBITDA (Non-GAAP)1 | |
$ | (3.1 | ) | |
$ | (0.7 | ) | |
$ | (5.2 | ) | |
$ | (1.1 | ) |
| | |
June 30,
2025 | | |
March 31,
2026 | | |
June 30,
2026 | | |
QoQ
Change | | |
YoY
Change | |
| Contracted
Units: waiting to be built or in the process of installation along with units we currently serve | |
| 32,094 | | |
| 36,720 | | |
| 42,687 | | |
| 16 | % | |
| 33 | % |
| Activated Units:
fully installed and on, but may not be fully billing yet due to onboarding | |
| 13,960 | | |
| 24,530 | | |
| 27,134 | | |
| 11 | % | |
| 94 | % |
| Billed Units:
fully generating revenue under our managed services or NaaS contracts | |
| 8,733 | | |
| 20,059 | | |
| 22,967 | | |
| 15 | % | |
| 163 | % |
| · | Total revenue for the second quarter decreased 46%, or $2.5 million, to $2.9 million, year-over-year, reflecting
the timing of client construction and installation project revenues, which are periodic and variable in nature, offset in part by increased
contribution from billed units under the Company’s long-lived services contracts. |
| | | |
| · | New construction in 2026 is anticipated to be weighted to the second half of the year, and the Company anticipates
an uptick in both construction revenue and recurring service revenue due to its growing base of activated and billed units over the balance
of 2026. |
| | | |
| · | Activated units increased 94% and billed units increased 163% year over year at the end of the second quarter,
driving increased recurring service revenue under long-lived managed service and NaaS. |
| | | |
| · | In July 2026, the Company announced contract awards for more than 4,100 units across 14 properties with two
large multi-family property REIT owners. |
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.
| · | Backlog as of June 30, 2026 was $38.9 million, compared to $36
million as of June 30, 2025. Backlog is comprised of new properties contracted for planned installation and the value of recurring service
revenue on activated or billed units. |
“The change in quarterly revenue reflected
the timing of large construction projects to install networks into contracted properties, which are variable and weighted to the second
half during 2026,” said James Di Bartolo, Chief Financial Officer. “Our continued contracting activity is driving new projects
that will generate both increased construction activity and growing revenue from billed units as we progress through the year, keeping
us on track to achieve our targeted performance metrics. Additionally, we anticipate beginning to see the benefit of our cost efficiency
initiatives in the second half of the year as we work to optimize our profitability as we scale the business.”
Balance Sheet
As of June 30, 2026:
| · | Cash and cash equivalents totaled $1.2 million. |
| | | |
| · | Accounts receivable were $3.6 million, and inventories were $2.9 million. |
| | | |
| · | Deferred revenue was $5.3 million. |
| | | |
| · | Related party debt was $1.6 million, and total debt was $2.2 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.
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’s Form 10-Q for the second quarter
2026 will be available when filed 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,”
“estimate,” “expect,” “future,” “may,” “opportunity,” “plan,”
“potential,” “predict,” “seek,” “will,” “would,” 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 Balance Sheets
(in thousands, except share and par value data)
| | |
June 30, 2026 | | |
December 31, 2025 | |
| ASSETS | |
| | | |
| | |
| Current Assets | |
| | | |
| | |
| Cash | |
$ | 1,180 | | |
$ | 6,154 | |
| Accounts receivable, net of allowance for credit losses of $457 and $303 as of June 30, 2026, and December 31, 2025, respectively | |
| 3,559 | | |
| 2,407 | |
| Inventories | |
| 2,897 | | |
| 1,004 | |
| Network financing receivable, current | |
| 195 | | |
| 213 | |
| Prepaid expenses and other current assets | |
| 387 | | |
| 550 | |
| Total current assets | |
| 8,218 | | |
| 10,328 | |
| Property and equipment, net | |
| 52 | | |
| - | |
| Network financing receivable, net of current | |
| 990 | | |
| 1,078 | |
| Lease right-of-use assets, net | |
| 418 | | |
| 28 | |
| Net investment in lease | |
| 386 | | |
| 483 | |
| Other non-current assets | |
| 36 | | |
| 26 | |
| TOTAL ASSETS | |
$ | 10,100 | | |
$ | 11,943 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Deferred revenue | |
| 5,307 | | |
| 2,886 | |
| Accounts payable | |
| 1,779 | | |
| 1,813 | |
| Accrued expenses and other current liabilities | |
| 806 | | |
| 495 | |
| Operating lease liabilities, current | |
| 54 | | |
| 29 | |
| Related party debt, current | |
| 973 | | |
| 804 | |
| Note payable, current | |
| 202 | | |
| 196 | |
| Total current liabilities | |
| 9,121 | | |
| 6,223 | |
| | |
| | | |
| | |
| Operating lease liabilities, net of current | |
| 384 | | |
| - | |
| Related party debt, net of current | |
| 666 | | |
| 506 | |
| Note payable, net of current | |
| 393 | | |
| 490 | |
| Deferred revenue, net of current | |
| 293 | | |
| 308 | |
| TOTAL LIABILITIES | |
| 10,857 | | |
| 7,527 | |
| | |
| | | |
| | |
| Commitments and contingencies (see Note 13) | |
| | | |
| | |
| | |
| | | |
| | |
| STOCKHOLDERS' DEFICIT | |
| | | |
| | |
| Common stock, $0.0001 par value, 14,900,000 shares authorized; 6,619,796 and 5,000,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | |
| — | | |
| — | |
| Additional Paid-in Capital | |
| 19,129 | | |
| 19,009 | |
| Accumulated deficit | |
| (19,886 | ) | |
| (14,593 | ) |
| Total stockholders' equity (deficit) | |
| (757 | ) | |
| 4,416 | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
$ | 10,100 | | |
$ | 11,943 | |
ELAUWIT CONNECTION, INC.
Unaudited Condensed Statements of Operations
(in thousands, except share and par value data)
| | |
For the three months ended June 30, | | |
For the six months ended June 30, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Revenues | |
| | | |
| | | |
| | | |
| | |
| Revenues | |
$ | 2,856 | | |
$ | 5,326 | | |
$ | 7,286 | | |
$ | 10,771 | |
| Cost of revenues | |
| | | |
| | | |
| | | |
| — | |
| Cost of revenues | |
| 2,413 | | |
| 4,520 | | |
| 6,016 | | |
| 8,707 | |
| Gross profit | |
| 443 | | |
| 806 | | |
| 1,270 | | |
| 2,064 | |
| Operating expenses | |
| | | |
| | | |
| | | |
| - | |
| General and administrative | |
| 3,393 | | |
| 1,503 | | |
| 6,277 | | |
| 3,109 | |
| Sales and marketing | |
| 150 | | |
| 42 | | |
| 293 | | |
| 64 | |
| Total operating expenses | |
| 3,543 | | |
| 1,545 | | |
| 6,570 | | |
| 3,173 | |
| Operating loss | |
| (3,100 | ) | |
| (739 | ) | |
| (5,300 | ) | |
| (1,109 | ) |
| Other expense, net | |
| | | |
| | | |
| | | |
| | |
| Interest income (expense), net | |
| (27 | ) | |
| (113 | ) | |
| 11 | | |
| (186 | ) |
| Total other income (expense), net | |
| (27 | ) | |
| (113 | ) | |
| 11 | | |
| (186 | ) |
| Loss from operations before income taxes | |
| (3,127 | ) | |
| (852 | ) | |
| (5,289 | ) | |
| (1,295 | ) |
| Income tax expense | |
| 4 | | |
| 4 | | |
| 4 | | |
| 4 | |
| Net loss | |
$ | (3,131 | ) | |
$ | (857 | ) | |
$ | (5,293 | ) | |
$ | (1,299 | ) |
| Net loss per share, basic and diluted | |
$ | (0.47 | ) | |
$ | (0.17 | ) | |
$ | (0.80 | ) | |
$ | (0.26 | ) |
| Weighted average common shares used in computing net loss per share, basic and diluted | |
| 6,619,796 | | |
| 5,000,000 | | |
| 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 | | |
For the three
months ended | | |
For the six
months ended | | |
For the six
months ended | |
| | |
June 30, 2026 | | |
June 30, 2025 | | |
June 30, 2026 | | |
June 30, 2025 | |
| Net Loss | |
$ | (3,131 | ) | |
$ | (857 | ) | |
$ | (5,293 | ) | |
$ | (1,299 | ) |
| Addback: | |
| | | |
| | | |
| | | |
| | |
| Income tax expense | |
| 4 | | |
| 4 | | |
| 4 | | |
| 4 | |
| Interest expense (income), net | |
| 27 | | |
| 113 | | |
| (11 | ) | |
| 186 | |
| Depreciation and amortization | |
| - | | |
| - | | |
| - | | |
| - | |
| EBITDA | |
$ | (3,100 | ) | |
$ | (740 | ) | |
$ | (5,300 | ) | |
$ | (1,109 | ) |
| Addback: | |
| | | |
| | | |
| | | |
| | |
| Change in fair value of SAFE liability | |
| - | | |
| - | | |
| - | | |
| - | |
| Stock based compensation expense | |
| 80 | | |
| - | | |
| 120 | | |
| - | |
| Adjusted EBITDA (Non-GAAP) | |
$ | (3,020 | ) | |
$ | (740 | ) | |
$ | (5,180 | ) | |
$ | (1,109 | ) |
Depreciation and amortization was nil for
the three and six months ended June 30, 2026 and 2025.
