STOCK TITAN

Vistance Networks (VISN) boosts Q1 sales, plans $1.846B RUCKUS sale and $100M buyback

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Vistance Networks reported strong first quarter 2026 results while continuing a major portfolio reshaping. Net sales rose to $471.8 million, up 21.6% from $388.1 million, driven by double‑digit growth in both the Aurora and RUCKUS segments. Non‑GAAP adjusted EBITDA increased to $87.3 million, an 85.0% year‑over‑year rise, and non‑GAAP adjusted diluted EPS climbed to $0.34 from $0.11.

GAAP income from continuing operations was $231.7 million, down from $341.1 million, while total net income surged to $5,508.0 million, largely reflecting a substantial gain on discontinued operations following the CCS segment sale. The company used approximately $10 billion of CCS sale proceeds to eliminate all long‑term debt and redeem its Series A convertible preferred stock, then paid a $10 per share special distribution on April 27, 2026.

The company signed a definitive agreement to sell its RUCKUS Networks business to Belden for $1.846 billion in cash and is refocusing on the Aurora business, which grew revenue 32.6% and adjusted EBITDA 31.7% year‑over‑year. Management expects Aurora to deliver between $225 million and $250 million of adjusted EBITDA in 2026. Vistance ended the quarter with $2,510.0 million in cash and cash equivalents and announced a new $100 million share repurchase authorization, replacing a prior $50 million program, providing additional flexibility to return capital, although first‑quarter operating cash flow was negative $226.6 million and free cash flow was negative $228.8 million.

Positive

  • None.

Negative

  • None.

Insights

Vistance shows strong core growth, big cash from divestitures, and adds a larger buyback.

Vistance Networks delivered Q1 2026 net sales of $471.8 million, up 21.6% year‑over‑year, with Aurora up 32.6% and RUCKUS up 6.3%. Non‑GAAP adjusted EBITDA almost doubled to $87.3 million, and non‑GAAP adjusted diluted EPS rose to $0.34 from $0.11, signaling stronger underlying profitability.

Strategically, the company is transforming into a more focused communications platform. It sold the CCS segment for roughly $10 billion, paid off all long‑term debt, redeemed its Series A convertible preferred stock, and returned $10 per share via a special distribution. It also signed a definitive agreement to sell RUCKUS to Belden for $1.846 billion in cash and is concentrating future value creation on Aurora, which is expected to generate $225–$250 million of adjusted EBITDA in 2026.

Despite negative operating cash flow of $226.6 million and free cash flow of $228.8 million for the quarter, the balance sheet is unlevered and holds $2,510.0 million of cash and cash equivalents. The Board’s authorization of a new $100 million share repurchase program, replacing a prior $50 million authorization, adds another way to return capital, with actual repurchases to depend on liquidity needs, market conditions and other uses of cash disclosed in future periods.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Net sales Q1 2026 $471.8 million Net sales for quarter ended March 31, 2026
Net sales growth 21.6% Year-over-year increase vs. Q1 2025
Non-GAAP adjusted EBITDA $87.3 million Q1 2026, up 85.0% year-over-year
GAAP income from continuing operations $231.7 million Q1 2026 income from continuing operations
Cash and cash equivalents $2,510.0 million Balance sheet as of March 31, 2026
Operating cash flow $(226.6) million Cash flow used in operations in Q1 2026
Share repurchase authorization $100 million New common stock repurchase program
RUCKUS sale price $1.846 billion All-cash consideration from Belden for RUCKUS Networks
Core non-GAAP adjusted EBITDA financial
"Core non-GAAP adjusted EBITDA increased 38.4% to $87.3 million in the first quarter of 2026"
Transition service agreement financial
"Transition service agreement income | | | 1.1 | | | | 8.7"
free cash flow financial
"Free cash flow used in the first quarter of 2026 was $228.8 million after adjusting operating cash flow"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Rule 10b5-1 plans regulatory
"The Company may also, from time to time, enter into Rule 10b-18 and/or Rule 10b5-1 plans to facilitate repurchases"
A Rule 10b5-1 plan is a prearranged schedule that lets company insiders buy or sell stock at set times or prices, set up when they do not possess confidential information. It acts like an automatic thermostat for trades, reducing the risk that otherwise-timed transactions could be accused of insider trading. Investors care because such plans increase transparency about insider activity and signal when insider trades are routine rather than reactive to private news.
special distribution financial
"The Company distributed the excess cash to shareholders, as a special distribution of $10 per share, on April 27, 2026."
A special distribution is a one-time cash or asset payout a company gives to shareholders outside its regular dividend schedule, similar to receiving an unexpected bonus check. Investors care because it can signal extra cash or proceeds from an asset sale, temporarily boost returns, and change a company’s value per share or taxable income, so it affects portfolio income and the stock’s short-term price direction.
Adjusted EBITDA financial
"We expect the Aurora standalone business to deliver between $225 and $250 million of adjusted EBITDA in 2026"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Net sales $471.8 million 21.6% YOY
GAAP income from continuing operations $231.7 million -32.1% YOY
Non-GAAP adjusted EBITDA $87.3 million 85.0% YOY
Non-GAAP adjusted diluted EPS $0.34 209.1% YOY
Guidance

For 2026, Vistance targets adjusted EBITDA of $350–$400 million and Aurora adjusted EBITDA of $225–$250 million.

false000151722800015172282026-04-302026-04-30

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2026

Vistance Networks, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware

001-36146

27-4332098

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

2601 Telecom Parkway

Richardson, Texas

75082

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (972) 952-9700

Not Applicable

(Former name or former address, if changed since last report.)

 

 

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 (see General Instructions A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

VISN

 

The NASDAQ Stock Market

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).

Emerging growth company

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. ☐

 

 

 


 

 

Item 2.02. Results of Operations and Financial Condition.

On April 30, 2026, Vistance Networks, Inc. (the “Company” or “Vistance Networks”) issued a press release relating to its financial results for the first quarter of 2026. A copy of the press release, which is incorporated by reference herein, is attached hereto as Exhibit 99.1. Following the publication of the press release, the Company will host an earnings call during which its financial results for the first quarter of 2026 will be discussed.

The foregoing information (including the exhibit hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 8.01. Other Events

On April 30, 2026, the Company announced that the Board has authorized the repurchase of up to an aggregate of $100 million of the Company’s outstanding common stock (the “Repurchase Program”). This Repurchase Program replaces the Company’s prior authorization to repurchase up to $50 million of the Company’s outstanding common stock. Any share repurchases under the Repurchase Program will be made in accordance with applicable securities laws in either open market or privately negotiated transactions. The Company may also, from time to time, enter into Rule 10b-18 and/or Rule 10b5-1 plans to facilitate repurchases of its shares under the Repurchase Program. The method, timing and amount of shares repurchased under the Repurchase Program will depend on several factors, including capital and liquidity requirements, market conditions and alternative uses for cash. The Repurchase Program does not obligate the Company to acquire any particular amount of its common stock, and the Repurchase Program may be modified, suspended or discontinued at any time.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit.

 

Description.

99.1

 

Vistance Networks, Inc. press release, dated April 30, 2026

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


 

SIGNATURES

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.

 

Dated: April 30, 2026

 

 

Vistance Networks, Inc.

 

 

 

 

 

 

 

By:

/s/ Kyle D. Lorentzen

 

 

 

Name:

Kyle D. Lorentzen

 

 

 

Title:

Executive Vice President and

 

 

 

 

Chief Financial Officer

 

 

 

 

 

 

 

 


Exhibit 99.1

img215501911_0.jpg

 

Vistance Networks Reports First Quarter 2026 Results

First Quarter Highlights

Net sales of $471.8 million
GAAP income from continuing operations of $231.7 million
Non-GAAP adjusted EBITDA of $87.3 million (1)
Core non-GAAP adjusted EBITDA of $87.3 million* (1)
Cash flow used in operations of $(226.6) million and free cash flow of $(228.8) million (2)

* Core financial measures reflect the results of the RUCKUS and Aurora Networks (Aurora) segments, in the aggregate, and exclude general corporate costs that were previously allocated to the Connectivity and Cable Solutions (CCS) segment, Outdoor Wireless Networks (OWN) segment and Distributed Antenna Systems (DAS) business unit, since these costs were not directly attributable to these discontinued operations. See the segment comparison tables below showing the aggregation of the Core financial measures.

(1) See “Non-GAAP Financial Measures” and “Reconciliation of GAAP Measures to Non-GAAP Adjusted Measures” below.

(2) The cash flows related to discontinued operations have not been segregated. Accordingly, this cash flow information includes the results of continuing and discontinued operations.

Richardson, TX, April 30, 2026 — Vistance Networks, Inc. (NASDAQ: VISN), a global leading provider of intelligent network solutions, today reported results for the quarter ended March 31, 2026.

 

Summary of Consolidated Results

 

 

 

Q1

 

 

Q1

 

 

% Change

 

 

 

2026

 

 

2025

 

 

YOY

 

 

 

(in millions, except per share amounts)

 

Net sales

 

$

471.8

 

 

$

388.1

 

 

 

21.6

%

GAAP income from continuing operations

 

 

231.7

 

 

 

341.1

 

 

 

(32.1

)

GAAP income from continuing operations per share

 

 

1.02

 

 

 

1.50

 

 

 

(32.0

)

Non-GAAP adjusted EBITDA (1)

 

 

87.3

 

 

 

47.2

 

 

 

85.0

 

Core non-GAAP adjusted EBITDA (1) (2)

 

 

87.3

 

 

 

63.1

 

 

 

38.4

 

Non-GAAP adjusted net income per diluted share (1)

 

 

0.34

 

 

 

0.11

 

 

 

209.1

 

 

 


 

“This morning, we announced we signed a definitive agreement to sell our RUCKUS Networks business to Belden in an all-cash transaction for $1.846 billion. We believe this transaction continues to unlock equity value for our shareholders, including further cash distributions. Belden is an excellent home for the RUCKUS business, both for our customers and employees. This transaction allows us to focus on value creation in our Aurora business. With an unlevered balance sheet, we have significant financial flexibility to further invest in the Aurora business, including evaluating accretive acquisitions. We believe this transaction coupled with our strong first quarter results, positions Vistance Networks for continued equity value improvement. We are pleased with our strong first quarter results. Vistance Networks reported net sales of $472 million, an increase of 22% from the prior year, and delivered Core adjusted EBITDA of $87 million, an improvement of 38% year-over-year, supported by growth in both segments,” said Chuck Treadway, President and Chief Executive Officer.

“With the closing of the CCS transaction in the first quarter and the subsequent distribution of excess cash resulting from that transaction, Vistance Networks has returned significant value to its shareholders. The RUCKUS transaction will continue this momentum. Our decision to not put leverage on the business after the CCS transaction has created financial flexibility as we focus on the Aurora business. The Aurora business had a strong first quarter with revenue and adjusted EBITDA up 33% and 32%, respectively. We expect the Aurora standalone business to deliver between $225 and $250 million of adjusted EBITDA in 2026,” said Kyle Lorentzen, Chief Financial Officer.

As previously reported, on January 9, 2026, the Company completed the sale of the CCS segment to Amphenol Corporation and used the approximate $10 billion of net proceeds to pay all of its outstanding debt and redeem all of the Series A Convertible Preferred Stock. The Company distributed the excess cash to shareholders, as a special distribution of $10 per share, on April 27, 2026. As a result of the CCS sale, unless otherwise noted, these financial results relate to Vistance Networks’ continuing operations based on the two remaining reporting segments: RUCKUS and Aurora. For all periods presented, amounts have been recast to reflect these changes.

First Quarter Results and Comparisons

Continuing operations net sales in the first quarter of 2026 increased 21.6% year-over-year to $471.8 million due to higher net sales in both the Aurora and RUCKUS segments. Net sales increased across all regions, except the Caribbean and Latin America (CALA) region and Canada.

Income from continuing operations of $231.7 million, or $1.02 per share, in the first quarter of 2026, decreased compared to the same prior year period’s income from continuing operations of $341.1 million, or $1.50 per share. Non-GAAP adjusted net income for the first quarter of 2026 was $80.1 million, or $0.34 per share, compared to $30.6 million, or $0.11 per share, in the same prior year period.

Core non-GAAP adjusted EBITDA increased 38.4% to $87.3 million in the first quarter of 2026 compared to the same prior year period. Core non-GAAP adjusted EBITDA as a percentage of net sales increased to 18.5% in the first quarter of 2026 compared to 16.3% in the same prior year period. Non-GAAP adjusted EBITDA increased 85.0% to $87.3 million in the first quarter of 2026 compared to the same prior year period. Non-GAAP adjusted EBITDA as a percentage of net sales increased to 18.5% in the first quarter of 2026 compared to 12.2% in the same prior year period.

 

 

 

 


 

 

First Quarter Comparisons

 

Sales by Region

 

 

 

 

 

% Change

 

 

Q1 2026

 

 

Q1 2025

 

 

YOY

United States

 

$

327.7

 

 

$

264.1

 

 

 

24.1

 

 %

Europe, Middle East and Africa

 

 

72.3

 

 

 

53.0

 

 

 

36.4

 

 

Asia Pacific

 

 

42.8

 

 

 

28.4

 

 

 

50.7

 

 

Caribbean and Latin America

 

 

14.4

 

 

 

19.0

 

 

 

(24.2

)

 

Canada

 

 

14.6

 

 

 

23.6

 

 

 

(38.1

)

 

Total net sales

 

$

471.8

 

 

$

388.1

 

 

 

21.6

 

 %

Segment Net Sales

 

 

 

 

 

 

 

 

% Change

 

 

Q1 2026

 

 

Q1 2025

 

 

YOY

RUCKUS

 

$

173.4

 

 

$

163.1

 

 

 

6.3

 

 %

Aurora

 

 

298.4

 

 

 

225.0

 

 

 

32.6

 

 

Total net sales

 

$

471.8

 

 

$

388.1

 

 

 

21.6

 

 %

Segment Operating Income (Loss)

 

 

 

 

 

 

 

 

% Change

 

 

Q1 2026

 

 

Q1 2025

 

 

YOY

RUCKUS

 

$

8.7

 

 

$

7.0

 

 

 

24.3

 

%

Aurora

 

 

15.0

 

 

 

(1.8

)

 

NM

 

 

Core operating income (1)

 

 

23.7

 

 

 

5.2

 

 

 

355.8

 

 

Corporate and other (2)

 

 

 

 

 

(21.5

)

 

NM

 

 

Total operating income (loss)

 

$

23.7

 

 

$

(16.3

)

 

NM

 

 

Segment Adjusted EBITDA (See “Non-GAAP Financial Measures,” below)

 

 

 

 

 

 

 

 

% Change

 

 

Q1 2026

 

 

Q1 2025

 

 

YOY

RUCKUS

 

$

37.0

 

 

$

24.9

 

 

 

48.6

 

 %

Aurora

 

 

50.3

 

 

 

38.2

 

 

 

31.7

 

 

Core adjusted EBITDA (1)

 

 

87.3

 

 

 

63.1

 

 

 

38.4

 

 

Corporate and other (2)

 

 

 

 

 

(15.9

)

 

NM

 

 

Total segment adjusted EBITDA

 

$

87.3

 

 

$

47.2

 

 

 

85.0

 

 %

 

 

 

 

 

 

 

 

 

 

 

NM – Not meaningful

(1) Core financial measures reflect the results of the RUCKUS and Aurora segments, in the aggregate, and exclude general corporate costs that were previously allocated to the CCS segment, OWN segment and DAS business unit, since these costs were not directly attributable to these discontinued operations.

(2) The corporate and other line item above primarily reflects general corporate costs that were previously allocated to the CCS segment, OWN segment and DAS business unit. These indirect expenses have been classified as continuing operations, since the costs were not directly attributable to these discontinued operations. Beginning in the first quarter of 2025, the corporate and other costs related to the OWN segment and DAS business unit have been reallocated to our remaining segments and partially offset by income from the Amphenol TSA. The corporate and other costs related to the CCS segment have been reallocated to our remaining segments beginning in the first quarter of 2026 and partially offset by income from the Amphenol TSA.

 

 


 

RUCKUS - Net sales of $173.4 million increased 6.3% from the prior year period primarily driven by an increase in demand and an investment in selling resources. Core RUCKUS net sales, which exclude OneCell increased 13.7% versus the prior year.
Aurora - Net sales of $298.4 million increased 32.6% from the prior year period driven by increases in the Access Technologies business.

Cash Flow and Balance Sheet

GAAP cash flow used in operations in the first quarter of 2026 was $226.6 million.
Free cash flow used in the first quarter of 2026 was $228.8 million after adjusting operating cash flow for $2.2 million of additions to property, plant and equipment. The cash flows related to discontinued operations have not been segregated. Accordingly, this cash flow information includes the results of continuing and discontinued operations.
The Company ended the quarter with $2,510.0 million in cash and cash equivalents.

Stock Repurchase Plan

In addition, the Company announced that its Board of Directors has approved a share repurchase program authorizing the Company to repurchase up to an aggregate of $100 million of its outstanding shares of common stock. The Company may repurchase shares in the open market, in privately negotiated transactions or in such other manners as determined by the Company, including through repurchase plans complying with the rules and regulations of the Securities and Exchange Commission (the “SEC”). The method, timing and amount of any repurchases made under the share repurchase program will depend on a variety of factors, including capital and liquidity requirements, market conditions and alternative uses for cash. The share repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and the program may be modified, suspended or discontinued at any time.

Conference Call, Webcast and Investor Presentation

As previously announced, Vistance Networks will host a conference call today at 8:30 a.m. ET in which management will discuss the proposed transaction and first quarter of 2026 results. The conference call will also be webcast.

The live, listen-only audio of the call will be available through a link on the Events and Presentations page of Vistance Networks’ Investor Relations website.

A webcast replay will be archived on Vistance Networks’ website for a limited period of time following the conference call.

During the conference call, the Company may discuss and answer questions concerning the proposed transaction, as well as business and financial developments and trends that have occurred after quarter-end. The Company’s responses to questions, as well as other matters discussed during the conference call, may contain or constitute information that has not been disclosed previously.

 


 

About Vistance Networks:

Vistance Networks (NASDAQ: VISN)) shapes the future of communications technology, pushing past what is possible. We deliver solutions that bring reliability and performance to a world always in motion. Our global team of innovators and employees are trusted advisors who listen to customers first, then deliver value. Discover more at www.vistancenetworks.com. Follow us on LinkedIn.

Investor Contact:
Jenny Thompson
Jenny.Thompson@VistanceNetworks.com 

News Media Contact:
Luke
Hamer
Luke.Hamer@VistanceNetworks.com 

Non-GAAP Financial Measures

Management believes that presenting certain non-GAAP financial measures enhances an investor’s understanding of our financial performance. Management further believes that these financial measures are useful in assessing Vistance Networks’ operating performance from period to period by excluding certain items that we believe are not representative of our core business. Management also uses certain of these financial measures for business planning purposes and in measuring Vistance Networks’ performance relative to that of its competitors. Management believes these financial measures are commonly used by investors to evaluate Vistance Networks’ performance and that of its competitors. However, Vistance Networks’ use of certain non-GAAP terms may vary from that of others in its industry. Non-GAAP financial measures should not be considered as alternatives to operating income (loss), net income (loss), cash flow from operations or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance, operating cash flows or liquidity. A reconciliation of each of the non-GAAP measures discussed herein to their most comparable GAAP measures is below.

Core Measures

Management believes that presenting Core financial measures enhances the investor’s understanding of the financial performance of the Company’s core businesses. Core financial measures are the aggregate of the RUCKUS and Aurora segments and exclude general corporate costs that were previously allocated to the CCS segment, OWN segment and DAS business unit, since these costs were not directly attributable to the discontinued operations. The Core results represent the business results as currently managed and reported by Vistance Networks. Future results and the composition of any business divested in the future may vary and differ materially from the presentation of the Core financial measures.

Core RUCKUS Measures

Management believes that presenting Core financial measures enhances the investor’s understanding of the financial performance of the Company’s core businesses. Core RUCKUS financial measures are the RUCKUS segment excluding OneCell which was sold in May of 2025. The Core RUCKUS results represent the business results as currently managed and reported on within RUCKUS today. Future results and the composition of any business divested in the future may vary and differ materially from the presentation of the Core financial measures.

 


 

Forward Looking Statements

This press release includes certain statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect our current views with respect to future events and financial performance. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “potential,” “anticipate,” “should,” “could,” “designed to,” “foreseeable future,” “believe,” “think,” “scheduled,” “outlook,” “target,” “guidance” and similar expressions, although not all forward-looking statements contain such terms. This list of indicative terms and phrases is not intended to be all-inclusive.

These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control, including, without limitation, the occurrence of any event, change or other circumstances that could give rise to the termination of the purchase agreement for the RUCKUS transaction; the inability to complete the proposed transaction due to the failure to satisfy any of the conditions to completion of the proposed transaction, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; the effect of the announcement of the proposed transaction on the Company’s relationships, operating results and business generally; the risk that the proposed transaction will not be consummated in a timely manner; exceeding the expected costs of the transaction; our dependence on customers’ capital spending on data, communication and entertainment equipment, which could be negatively impacted by a regional or global economic downturn, among other factors; the potential impact of higher than normal inflation; concentration of sales among a limited number of customers and channel partners; risks associated with our sales through channel partners; changes to the regulatory environment in which we and our customers operate; changes in technology; industry competition and the ability to retain customers through product innovation, introduction, and marketing; changes in cost and availability of key raw materials, components and commodities and the potential effect on customer pricing and timing of delivery of products to customers; risks related to our ability to implement price increases on our products and services; risks associated with our dependence on a limited number of key suppliers for certain raw materials and components; risks related to the successful execution of our transformation initiative and other cost saving initiatives; potential difficulties in realigning global manufacturing capacity and capabilities among our global manufacturing facility or those of our contract manufacturers that may affect our ability to meet customer demands for products; possible future restructuring actions; the risk that our manufacturing operations, including our contract manufacturers on which we rely, encounter capacity, production, quality, financial or other difficulties causing difficulty in meeting customer demands; our ability to incur indebtedness at acceptable interest rates or at all; our ability to generate cash to service any future indebtedness; the ability to recognize the expected benefits of the proposed transaction, and prior sale transactions, including the expected financial performance of Vistance Networks following the transaction and prior sale transactions; the effect of the proposed transaction and prior sale transactions on the ability of Vistance Networks to retain and hire key personnel and maintain relationships with its key business partners and customers, and others with whom it does business, or on its operating results and businesses generally; the response of Vistance Network’s competitors, creditors and prior stakeholders to the proposed transaction and prior sale transactions; potential litigation relating to the proposed transaction and prior sale transactions; our ability to integrate and fully realize anticipated benefits from prior or future divestitures, acquisitions or equity investments; possible future additional impairment charges for fixed or intangible assets, including goodwill; our ability to attract and retain qualified key employees; labor unrest; product quality or performance issues, including those associated with our suppliers or contract manufacturers, and associated warranty claims; our ability to maintain effective management information technology systems and to successfully implement major systems initiatives; cyber-security incidents, including data security breaches, ransomware or computer viruses; the use of open standards; the long-term impact of climate change; significant international operations exposing us to economic risks like variability in foreign exchange rates and inflation, as well as political and other risks, including the impact of wars, regional conflicts and terrorism; our ability to

 


 

comply with governmental anti-corruption laws and regulations worldwide; the impact of export and import controls and sanctions worldwide on our supply chain and ability to compete in international markets; changes in the laws and policies in the U.S. affecting trade, including the risk and uncertainty related to tariffs or potential trade wars and potential changes to laws and policies, that may impact our products and costs; the costs of protecting or defending intellectual property; costs and challenges of compliance with domestic and foreign social and environmental laws; the impact of litigation and similar regulatory proceedings in which we are involved or may become involved, including the costs of such litigation; the scope, duration and impact of disease outbreaks and pandemics, such as COVID-19, on our business, including employees, sites, operations, customers, supply chain logistics and the global economy; our stock price volatility; income tax rate variability and ability to recover amounts recorded as deferred tax assets; and other factors beyond our control.

These and other factors are discussed in greater detail under the heading "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2025 and may be updated from time to time in our annual reports, quarterly reports, current reports and other filings we make with the Securities and Exchange Commission. Although the information contained in this press release represents our best judgment as of the date of this release based on information currently available and reasonable assumptions, we can give no assurance that the expectations will be attained or that any deviation will not be material. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements, which speak only as of the date made. We are not undertaking any duty or obligation to update this information to reflect developments or information obtained after the date of this press release, except to the extent required by law.

—END—

 

 


 

Vistance Networks, Inc.

 

Condensed Consolidated Statements of Operations

 

(Unaudited -- In millions, except per share amounts)

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2026

 

 

2025

 

Net sales

 

$

471.8

 

 

$

388.1

 

Cost of sales

 

 

238.1

 

 

 

190.5

 

Gross profit

 

 

233.7

 

 

 

197.6

 

Transition service agreement income

 

 

1.1

 

 

 

8.7

 

Operating expenses:

 

 

 

 

 

 

Selling, general and administrative

 

 

109.2

 

 

 

108.9

 

Research and development

 

 

58.2

 

 

 

66.2

 

Amortization of purchased intangible assets

 

 

34.1

 

 

 

36.3

 

Restructuring costs, net

 

 

9.6

 

 

 

11.2

 

Total operating expenses

 

 

211.1

 

 

 

222.6

 

Operating income (loss)

 

 

23.7

 

 

 

(16.3

)

Other income (expense), net

 

 

2.1

 

 

 

(4.5

)

Interest income

 

 

20.7

 

 

 

4.4

 

Income (loss) from continuing operations before income taxes

 

 

46.5

 

 

 

(16.4

)

Income tax benefit

 

 

185.2

 

 

 

357.5

 

Income from continuing operations

 

 

231.7

 

 

 

341.1

 

Income from discontinued operations, net of income tax
   benefit of $1,609.6 and $413.8, respectively

 

 

5,276.3

 

 

 

442.9

 

Net income

 

 

5,508.0

 

 

 

784.0

 

Series A convertible preferred stock dividends

 

 

(1.7

)

 

 

(16.9

)

Net income attributable to common stockholders

 

$

5,506.3

 

 

$

767.1

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

Earnings from continuing operations per share

 

$

1.02

 

 

$

1.50

 

Earnings from discontinued operations per share

 

 

23.43

 

 

 

2.05

 

Earnings per share

 

$

24.45

 

 

$

3.55

 

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

 

Earnings from continuing operations per share

 

$

0.97

 

 

$

1.25

 

Earnings from discontinued operations per share

 

 

22.18

 

 

 

1.63

 

Earnings per share

 

$

23.15

 

 

$

2.88

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

Basic

 

 

225.2

 

 

 

216.3

 

Diluted (a)

 

 

237.9

 

 

 

271.9

 

(a) Calculation of diluted earnings per share:

 

 

 

 

 

 

Net income attributable to common stockholders (basic and diluted)

 

$

5,506.3

 

 

$

767.1

 

 

 

 

 

 

 

 

Weighted average shares (basic)

 

 

225.2

 

 

 

216.3

 

Dilutive effect of as-if converted Series A convertible preferred stock

 

 

4.7

 

 

 

44.6

 

Dilutive effect of equity-based awards

 

 

8.0

 

 

 

11.0

 

Denominator (diluted)

 

 

237.9

 

 

 

271.9

 

 

 

 

 

 

 

 

See notes to unaudited condensed consolidated financial statements included in our Form 10-Q.

 

 

 


 

Vistance Networks, Inc.

 

Condensed Consolidated Balance Sheets

 

(In millions, except share amounts)

 

 

 

 

 

 

 

 

 

 

Unaudited
March 31, 2026

 

 

December 31, 2025

 

Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,510.0

 

 

$

754.4

 

Accounts receivable, net of allowance for doubtful accounts
   of $0.7 and $1.6, respectively

 

 

377.4

 

 

 

350.4

 

Inventories, net

 

 

336.9

 

 

 

310.4

 

Prepaid expenses and other current assets

 

 

99.5

 

 

 

56.5

 

Current assets held for sale

 

 

 

 

 

4,324.5

 

Total current assets

 

 

3,323.8

 

 

 

5,796.2

 

Property, plant and equipment, net of accumulated depreciation
   of $178.3 and $174.5, respectively

 

 

56.3

 

 

 

58.6

 

Goodwill

 

 

764.6

 

 

 

764.6

 

Other intangible assets, net

 

 

805.0

 

 

 

839.1

 

Deferred income taxes

 

 

303.9

 

 

 

1,765.9

 

Other noncurrent assets

 

 

189.4

 

 

 

146.6

 

Total assets

 

$

5,443.0

 

 

$

9,371.0

 

Liabilities and Stockholders' Equity (Deficit)

 

 

 

 

 

 

Accounts payable

 

$

164.6

 

 

$

213.3

 

Accrued and other liabilities

 

 

334.0

 

 

 

498.3

 

Current liabilities held for sale

 

 

 

 

 

783.9

 

Total current liabilities

 

 

498.6

 

 

 

1,495.5

 

Long-term debt

 

 

 

 

 

7,260.2

 

Deferred income taxes

 

 

69.4

 

 

 

67.2

 

Other noncurrent liabilities

 

 

280.5

 

 

 

273.5

 

Total liabilities

 

 

848.5

 

 

 

9,096.4

 

Commitments and contingencies

 

 

 

 

 

 

Series A convertible preferred stock, $0.01 par value

 

 

 

 

 

1,278.7

 

Stockholders' equity (deficit):

 

 

 

 

 

 

Preferred stock, $0.01 par value: Authorized shares: 200,000,000;

 

 

 

 

 

 

Issued and outstanding shares: None and 1,278,653, respectively,
Series A convertible preferred stock

 

 

 

 

 

 

Common stock, $0.01 par value: Authorized shares: 1,300,000,000;
   Issued and outstanding shares: 225,513,374 and 223,260,316,
   respectively

 

 

2.5

 

 

 

2.4

 

Additional paid-in capital

 

 

2,491.7

 

 

 

2,487.9

 

Retained earnings (accumulated deficit)

 

 

2,454.4

 

 

 

(3,040.8

)

Accumulated other comprehensive income (loss)

 

 

1.1

 

 

 

(118.7

)

Treasury stock, at cost: 19,766,856 shares and
   18,665,426 shares, respectively

 

 

(355.2

)

 

 

(334.9

)

Total stockholders' equity (deficit)

 

 

4,594.5

 

 

 

(1,004.1

)

Total liabilities and stockholders' equity (deficit)

 

$

5,443.0

 

 

$

9,371.0

 

 

 

 

 

 

 

See notes to unaudited condensed consolidated financial statements included in our Form 10-Q.

 

 

 


 

Vistance Networks, Inc.

 

Condensed Consolidated Statements of Cash Flows (1)

 

(Unaudited -- In millions)

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2026

 

 

2025

 

Operating Activities:

 

 

 

 

 

 

Net income

 

$

5,508.0

 

 

$

784.0

 

Adjustments to reconcile net income to net cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

39.1

 

 

 

78.0

 

Equity-based compensation

 

 

5.5

 

 

 

7.5

 

Deferred income taxes

 

 

1,465.5

 

 

 

13.3

 

Gain on disposal of discontinued operations

 

 

(7,007.9

)

 

 

(869.7

)

Noncash write-off of unamortized DFF and OID

 

 

101.3

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(2.1

)

 

 

(149.9

)

Inventories

 

 

(54.7

)

 

 

(35.9

)

Prepaid expenses and other assets

 

 

(21.4

)

 

 

(49.0

)

Accounts payable and other liabilities

 

 

(274.5

)

 

 

20.5

 

Other

 

 

14.6

 

 

 

14.3

 

Net cash used in operating activities

 

 

(226.6

)

 

 

(186.9

)

Investing Activities:

 

 

 

 

 

 

Additions to property, plant and equipment

 

 

(2.2

)

 

 

(15.5

)

Net proceeds from divestitures

 

 

10,541.7

 

 

 

2,034.5

 

Net cash generated by investing activities

 

 

10,539.5

 

 

 

2,019.0

 

Financing Activities:

 

 

 

 

 

 

Long-term debt repaid

 

 

(7,370.8

)

 

 

(2,049.0

)

Long-term debt proceeds

 

 

 

 

 

50.0

 

Debt issuance costs

 

 

 

 

 

(5.7

)

Redemption of convertible preferred stock

 

 

(1,278.7

)

 

 

 

Dividends paid on Series A convertible preferred stock

 

 

(1.7

)

 

 

 

Proceeds from the issuance of common shares under equity-based
   compensation plans

 

 

0.1

 

 

 

 

Tax withholding payments for vested equity-based compensation
   awards

 

 

(20.4

)

 

 

(1.5

)

Net cash used in financing activities

 

 

(8,671.5

)

 

 

(2,006.2

)

Effect of exchange rate changes on cash and cash equivalents

 

 

2.3

 

 

 

4.1

 

Change in cash, cash equivalents and restricted cash

 

 

1,643.7

 

 

 

(170.0

)

Cash, cash equivalents and restricted cash at beginning of period

 

 

922.8

 

 

 

663.3

 

Cash, cash equivalents and restricted cash at end of period

 

 

2,566.5

 

 

 

493.3

 

Less: Restricted cash in prepaid expenses and other assets

 

 

56.5

 

 

 

 

Cash and cash equivalents at end of period

 

$

2,510.0

 

 

$

493.3

 

 

 

 

 

 

 

 

(1) The cash flows related to discontinued operations have not been segregated. Accordingly, the Condensed Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.

 

 

 

 

 

 

 

 

See notes to unaudited condensed consolidated financial statements included in our Form 10-Q.

 

 

 

 

 


 

Vistance Networks, Inc.

 

Reconciliation of GAAP Measures to Non-GAAP Adjusted Measures

 

(Unaudited -- In millions, except per share amounts)

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2026

 

 

2025

 

Income from continuing operations, as reported

 

$

231.7

 

 

$

341.1

 

Income tax benefit, as reported

 

 

(185.2

)

 

 

(357.5

)

Interest income, as reported

 

 

(20.7

)

 

 

(4.4

)

Other (income) expense, as reported

 

 

(2.1

)

 

 

4.5

 

Operating income (loss), as reported

 

$

23.7

 

 

$

(16.3

)

Adjustments:

 

 

 

 

 

 

Amortization of purchased intangible assets

 

 

34.1

 

 

 

36.3

 

Restructuring costs, net

 

 

9.6

 

 

 

11.2

 

Equity-based compensation

 

 

5.3

 

 

 

5.6

 

Transaction, transformation and integration costs

 

 

10.7

 

 

 

4.3

 

Depreciation

 

 

3.9

 

 

 

6.1

 

Total adjustments to operating income (loss)

 

 

63.6

 

 

 

63.5

 

Non-GAAP adjusted EBITDA

 

$

87.3

 

 

$

47.2

 

 

 

 

 

 

 

 

Income from continuing operations, as reported

 

$

231.7

 

 

$

341.1

 

Adjustments:

 

 

 

 

 

 

Total pretax adjustments to adjusted EBITDA

 

 

59.7

 

 

 

57.4

 

Pretax gain on debt transactions (1)

 

 

 

 

 

1.1

 

Tax effects of adjustments and other tax items (2)

 

 

(211.3

)

 

 

(369.0

)

Non-GAAP adjusted net income

 

$

80.1

 

 

$

30.6

 

GAAP income from continuing operations per
   share, as reported
(3)

 

$

0.97

 

 

$

1.25

 

Non-GAAP adjusted diluted income per share (4)

 

$

0.34

 

 

$

0.11

 

 

 

 

 

 

 

 

(1) Included in other income (expense), net.

 

(2) The tax rates applied to adjustments reflect the tax expense or benefit based on the tax jurisdiction of the entity generating the adjustment. There are certain items for which we expect little or no tax effect.

 

(3) For all periods presented, GAAP income (loss) from continuing operations per share was calculated using income (loss) from continuing operations in the numerator, and includes the impact of the Series A convertible preferred stock dividend.

 

(4) Diluted shares used in the calculation of non-GAAP adjusted diluted income (loss) per share are 237.9 million and 271.9 million for the three months ended March 31, 2026 and 2025, respectively.

 

 

 

 

 

 

 

 

See “Non-GAAP Financial Measures” above.

 

 

 

 

 

 

 

 

 


 

Vistance Networks, Inc.

Sales by Region

(Unaudited -- In millions)

 

 

 

 

 

 

 

 

 

 

 

Sales by Region

 

 

 

 

 

% Change

 

 

Q1 2026

 

 

Q1 2025

 

 

YOY

United States

 

$

327.7

 

 

$

264.1

 

 

 

24.1

 

 %

Europe, Middle East and Africa

 

 

72.3

 

 

 

53.0

 

 

 

36.4

 

 

Asia Pacific

 

 

42.8

 

 

 

28.4

 

 

 

50.7

 

 

Caribbean and Latin America

 

 

14.4

 

 

 

19.0

 

 

 

(24.2

)

 

Canada

 

 

14.6

 

 

 

23.6

 

 

 

(38.1

)

 

Total net sales

 

$

471.8

 

 

$

388.1

 

 

 

21.6

 

 %

 

 


 

Vistance Networks, Inc.

Segment Information

(Unaudited -- In millions)

 

 

 

 

 

 

 

 

 

 

 

Segment Net Sales

 

 

 

 

 

 

 

 

% Change

 

 

Q1 2026

 

 

Q1 2025

 

 

YOY

RUCKUS

 

$

173.4

 

 

$

163.1

 

 

 

6.3

 

 %

Aurora

 

 

298.4

 

 

 

225.0

 

 

 

32.6

 

 

Total net sales

 

$

471.8

 

 

$

388.1

 

 

 

21.6

 

 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Adjusted EBITDA (1)

 

 

 

 

 

 

 

 

% Change

 

 

Q1 2026

 

 

Q1 2025

 

 

YOY

RUCKUS

 

$

37.0

 

 

$

24.9

 

 

 

48.6

 

 %

Aurora

 

 

50.3

 

 

 

38.2

 

 

 

31.7

 

 

Core adjusted EBITDA (2)

 

 

87.3

 

 

 

63.1

 

 

 

38.4

 

 

Corporate and other (3)

 

 

 

 

 

(15.9

)

 

NM

 

 

Total segment adjusted EBITDA

 

$

87.3

 

 

$

47.2

 

 

 

85.0

 

 %

 

 

 

 

 

 

 

 

 

 

 

(1) See “Non-GAAP Financial Measures” above.

(2) Core financial measures reflect the results of the RUCKUS and Aurora segments, in the aggregate, and exclude general corporate costs that were previously allocated to the CCS segment, OWN segment and DAS business unit, since these costs were not directly attributable to these discontinued operations.

(3) The corporate and other line item above primarily reflects general corporate costs that were previously allocated to the CCS segment, OWN segment and DAS business unit. These indirect expenses have been classified as continuing operations, since the costs were not directly attributable to these discontinued operations. Beginning in the first quarter of 2025, the corporate and other costs related to the OWN segment and DAS business unit have been reallocated to our remaining segments and partially offset by income from the Amphenol TSA. The corporate and other costs related to the CCS segment have been reallocated to our remaining segments beginning in the first quarter of 2026 and partially offset by income from the Amphenol TSA.

 

 


 

Vistance Networks, Inc.

Segment Information

(Unaudited -- In millions)

 

 

 

 

 

 

 

 

 

 

 

RUCKUS Net Sales

 

 

 

 

 

 

 

 

% Change

 

 

Q1 2026

 

 

Q1 2025

 

 

YOY

Core RUCKUS (1)

 

$

173.4

 

 

$

152.5

 

 

 

13.7

 

 %

OneCell

 

 

 

 

 

10.6

 

 

NM

 

 

Total RUCKUS net sales

 

$

173.4

 

 

$

163.1

 

 

 

6.3

 

 %

 

 

 

 

 

 

 

 

 

 

 

(1) Core RUCKUS excludes the OneCell business that was sold in May of 2025.

 

 


 

Vistance Networks, Inc.

 

Reconciliation of GAAP to Segment Adjusted EBITDA

 

(Unaudited -- In millions)

 

 

 

 

 

 

 

 

 

 

 

First Quarter 2026 Segment Adjusted EBITDA Reconciliation

 

 

 

 

 

 

 

 

 

 

 

 

 

RUCKUS

 

 

Aurora

 

 

Total

 

Operating income, as reported

 

$

8.7

 

 

$

15.0

 

 

$

23.7

 

Amortization of purchased intangible assets

 

 

12.7

 

 

 

21.4

 

 

 

34.1

 

Restructuring costs, net

 

 

4.5

 

 

 

5.1

 

 

 

9.6

 

Equity-based compensation

 

 

2.5

 

 

 

2.8

 

 

 

5.3

 

Transaction, transformation and integration costs

 

 

7.9

 

 

 

2.8

 

 

 

10.7

 

Depreciation

 

 

0.8

 

 

 

3.1

 

 

 

3.9

 

Segment adjusted EBITDA

 

$

37.0

 

 

$

50.3

 

 

$

87.3

 

Segment adjusted EBITDA % of sales

 

 

21.3

%

 

 

16.9

%

 

 

18.5

%

 

 

First Quarter 2025 Segment Adjusted EBITDA Reconciliation

 

 

 

RUCKUS

 

 

Aurora

 

 

Corporate and other (1)

 

 

Total

 

Operating income (loss), as reported

 

$

7.0

 

 

$

(1.8

)

 

$

(21.5

)

 

$

(16.3

)

Amortization of purchased intangible assets

 

 

12.7

 

 

 

24.8

 

 

 

(1.2

)

 

 

36.3

 

Restructuring costs, net

 

 

1.6

 

 

 

8.4

 

 

 

1.2

 

 

 

11.2

 

Equity-based compensation

 

 

1.8

 

 

 

2.0

 

 

 

1.9

 

 

 

5.6

 

Transaction, transformation and integration costs

 

 

0.5

 

 

 

1.0

 

 

 

2.9

 

 

 

4.3

 

Depreciation

 

 

1.3

 

 

 

3.9

 

 

 

0.9

 

 

 

6.1

 

Segment adjusted EBITDA

 

$

24.9

 

 

$

38.2

 

 

$

(15.9

)

 

$

47.2

 

Segment adjusted EBITDA % of sales

 

 

15.3

%

 

 

17.0

%

 

NM

 

 

 

12.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) The corporate and other line item above primarily reflects general corporate costs that were previously allocated to the CCS segment, OWN segment and DAS business unit. These indirect expenses have been classified as continuing operations, since the costs were not directly attributable to these discontinued operations. Beginning in the first quarter of 2025, the corporate and other costs related to the OWN segment and DAS business unit have been reallocated to our remaining segments and partially offset by income from the Amphenol TSA. The corporate and other costs related to the CCS segment have been reallocated to our remaining segments beginning in the first quarter of 2026 and partially offset by income from the Amphenol TSA.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NM – Not meaningful

 

 

 

 

 

 

 

 

 

 

 

 

Components may not sum to total due to rounding.

 

See “Non-GAAP Financial Measures” above.

 

 

 

 

 

 

 

 

 

 

 


 

Vistance Networks, Inc.

 

Free Cash Flow

 

(Unaudited -- In millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Free Cash Flow (1)

 

 

 

 

Q1
2025

 

 

Q2
2025

 

 

Q3
2025

 

 

Q4
2025

 

 

Q1
2026

 

Cash flow from operations

 

 

$

(186.9

)

 

$

77.1

 

 

$

151.4

 

 

$

281.3

 

 

$

(226.6

)

Capital expenditures

 

 

 

(15.5

)

 

 

(12.6

)

 

 

(16.4

)

 

 

(25.8

)

 

 

(2.2

)

Free cash flow

 

 

$

(202.4

)

 

$

64.5

 

 

$

135.0

 

 

$

255.5

 

 

$

(228.8

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) The cash flows related to discontinued operations have not been segregated. Accordingly, the Condensed Consolidated Statements of Cash Flows include the results of continuing and discontinued operations.

 

 

 


 

 

Vistance Networks, Inc.

 

Adjusted Gross Profit and Adjusted Operating Expense

 

(Unaudited -- In millions)

 

 

 

 

 

 

 

 

 

 

 

 

GAAP to Non-GAAP Adjusted Gross Profit

 

 

Q1 2025

 

Q2 2025

 

Q3 2025

 

Q4 2025

 

Q1 2026

 

Gross profit, as reported

$

197.6

 

$

279.6

 

$

244.4

 

$

234.3

 

$

233.7

 

Equity-based compensation

 

0.2

 

 

0.3

 

 

0.2

 

 

0.2

 

 

0.1

 

Adjusted gross profit

$

197.8

 

$

279.9

 

$

244.6

 

$

234.5

 

$

233.8

 

Adjusted gross profit as % of sales

 

51.0

%

 

54.6

%

 

47.4

%

 

45.6

%

 

49.6

%

 

 

 

 

 

 

 

 

 

 

 

GAAP to Non-GAAP Adjusted Operating Expense

 

 

Q1 2025

 

Q2 2025

 

Q3 2025

 

Q4 2025

 

Q1 2026

 

Selling, general and administrative, as reported

$

108.9

 

$

128.4

 

$

123.7

 

$

136.4

 

$

109.2

 

Research and development, as reported

 

66.2

 

 

72.1

 

 

74.6

 

 

70.6

 

 

58.2

 

Operating expenses

$

175.1

 

$

200.5

 

$

198.3

 

$

207.0

 

$

167.4

 

Equity-based compensation

 

5.4

 

 

7.1

 

 

8.4

 

 

8.6

 

 

3.3

 

Transaction, transformation and integration costs

 

4.3

 

 

7.3

 

 

1.8

 

 

16.6

 

 

10.7

 

Adjusted operating expense

$

165.4

 

$

186.1

 

$

188.1

 

$

181.8

 

$

153.4

 

Adjusted operating expense as % of sales

 

42.6

%

 

36.3

%

 

36.4

%

 

35.3

%

 

32.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Components may not sum to total due to rounding.

 

See “Non-GAAP Financial Measures” above.

 

 

 


 

Vistance Networks, Inc.

 

Reconciliation of GAAP Measures to Non-GAAP Adjusted Measures

 

(Unaudited -- In millions)

 

 

 

 

 

 

Adjusted EBITDA Outlook Reconciliation

 

 

 

 

 

 

 

 

 

 

Outlook Range

 

 

2026

 

Operating income

$

162

 

$

205

 

Adjustments:

 

 

 

 

Amortization of purchased intangible assets

 

102

 

 

102

 

Equity-based compensation

 

23

 

 

24

 

Restructuring costs, net and transaction and transformation costs

 

45

 

 

50

 

Depreciation

 

18

 

 

19

 

Total adjustments to operating income

 

188

 

 

195

 

Adjusted EBITDA

$

350

 

$

400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Our actual results may be impacted by additional events for which information is not currently available, such as additional restructuring activities, asset impairments, additional transaction, transformation and integration costs and other gains or losses related to events that are not currently known or measurable.

 

 

 

 

 

 

See "Forward-Looking Statements" and "Non-GAAP Financial Measures" above.

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

Vistance Networks, Inc.

 

Reconciliation of GAAP Measures to Non-GAAP Adjusted Measures

 

(Unaudited -- In millions)

 

 

 

 

 

 

Adjusted EBITDA Outlook Reconciliation (1)

 

 

 

 

 

 

 

 

 

 

Outlook Range

 

 

2026

 

Aurora operating income

$

100

 

$

125

 

Adjustments:

 

 

 

 

Amortization of purchased intangible assets

 

78

 

 

78

 

Equity-based compensation

 

13

 

 

13

 

Restructuring costs, net and transaction and transformation costs

 

20

 

 

20

 

Depreciation

 

14

 

 

14

 

Total adjustments to operating income

 

125

 

 

125

 

Aurora adjusted EBITDA

$

225

 

$

250

 

 

 

 

 

 

(1) Financial measures exclude the results and performance of the RUCKUS segment.

 

 

 

 

 

 

Our actual results may be impacted by additional events for which information is not currently available, such as additional restructuring activities, asset impairments, additional transaction, transformation and integration costs and other gains or losses related to events that are not currently known or measurable.

 

 

 

 

 

 

See "Forward-Looking Statements" and "Non-GAAP Financial Measures" above.

 

 

 

 

 

 

 

 

 

 


FAQ

How did Vistance Networks (VISN) perform financially in Q1 2026?

Vistance Networks reported Q1 2026 net sales of $471.8 million, up 21.6% year-over-year, with non-GAAP adjusted EBITDA rising to $87.3 million. Non-GAAP adjusted diluted EPS increased to $0.34, reflecting stronger underlying profitability despite lower GAAP income from continuing operations.

What major strategic transactions did Vistance Networks (VISN) announce?

Vistance completed the sale of its CCS segment for approximately $10 billion, eliminating all long-term debt and redeeming its Series A convertible preferred stock. It also signed a definitive agreement to sell the RUCKUS Networks business to Belden for $1.846 billion in cash, sharpening its focus on the Aurora segment.

What is Vistance Networks’ new share repurchase authorization?

The Board approved a new $100 million share repurchase program covering outstanding common stock, replacing a prior $50 million authorization. Repurchases may occur via open-market or privately negotiated transactions and can be modified, suspended or discontinued at any time.

How strong is Vistance Networks’ balance sheet after recent divestitures?

After using roughly $10 billion of CCS sale proceeds to repay long-term debt and redeem preferred stock, Vistance ended Q1 2026 with $2,510.0 million in cash and cash equivalents and no long-term debt, significantly improving financial flexibility for investment and shareholder returns.

What guidance did Vistance Networks provide for 2026 adjusted EBITDA?

For 2026, Vistance expects consolidated adjusted EBITDA between $350 million and $400 million. For the Aurora business alone, it projects adjusted EBITDA between $225 million and $250 million, highlighting Aurora as the core earnings driver after portfolio realignments.

How did the Aurora and RUCKUS segments perform in Q1 2026?

In Q1 2026, Aurora net sales reached $298.4 million, up 32.6% year-over-year, with adjusted EBITDA of $50.3 million. RUCKUS net sales were $173.4 million, up 6.3%, and adjusted EBITDA was $37.0 million, reflecting growth in both remaining segments.

Filing Exhibits & Attachments

2 documents