Second Quarter Highlights
· Net sales of $319.6 million
· GAAP income from continuing operations of $26.1 million
· Non-GAAP adjusted EBITDA of $35.8 million (1)
· Core non-GAAP adjusted EBITDA of $45.5 million* (1)
· Cash flow used in operations of $(72.7) million and free cash flow of $(74.7) million (2)
* Core financial measures reflect the results of the Aurora Networks (Aurora) segment and exclude general corporate costs that were previously allocated to the RUCKUS segment and Connectivity and Cable Solutions (CCS) segment, since these costs were not directly attributable to these discontinued operations. See the segment comparison tables below showing the breakdown of Aurora’s results which represent our Core financial measures, and corporate and other costs which include the general corporate costs that were previously allocated to the divestitures.
(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, August 6, 2026 — Vistance Networks, Inc. (NASDAQ: VISN), a global leading provider of intelligent network solutions, today reported results for the quarter ended June 30, 2026.
“This morning, in conjunction with the closing of the RUCKUS transaction on July 1, 2026, we announced the plan for a special distribution of $5.00 per share to be paid by the end of August 2026. Upon payment of this special distribution, in total, we will have returned $15.00 per share or $3.4 billion to our shareholders this year while repaying all debt and redeeming all preferred equity. We are pleased with the outcome of our divestiture strategy as it has unlocked significant value for our shareholders while positioning the business for future value creation. Following, the special distribution, we expect to end the year with between $700 and $750 million of cash with no outstanding debt allowing us to further invest in Vistance. In addition in 2027, we expect a tax refund of $160 million related to our divesture tax strategy. We will have significant funds to evaluate growth opportunities including organic and inorganic investments. These investments could range from investing more aggressively in existing or new technology to evaluating potential acquisitions to broaden the markets we participate in, our technology portfolio and our customer base. As part of our investment strategy, we will continue to evaluate stock buybacks under the $100 million of authority the Board has approved for the buyback program” said Chuck Treadway, President and Chief Executive Officer.
“The Aurora business delivered $319 million of revenue and $46 million of Adjusted EBITDA in the second quarter. This was generally aligned with our expectations and down versus the prior year due to strong license sales in the second quarter of 2025, memory chip pricing and stranded costs associated with the divestitures. Our full year adjusted EBITDA guideposts of $200 to $225 million are down $25 million versus the first quarter guideposts driven by continued challenges with memory chip pricing and availability. We remain confident in the underlying demand for our products” said Kyle Lorentzen, Chief Financial Officer.
On July 1, 2026, the Company completed the previously announced sale of its RUCKUS segment to Belden Inc. (Belden) pursuant to the Purchase Agreement, dated as of April 29, 2026, in which Belden acquired the RUCKUS segment on a cash-free, debt-free basis, in exchange for approximately $1.846 billion in cash, subject to certain adjustments. As a result of the RUCKUS sale, unless otherwise noted, these financial results relate to Vistance Networks’ continuing operations based on our remaining Aurora segment. For all periods presented, amounts have been recast to reflect these changes.
Second Quarter Results and Comparisons
Net sales in the second quarter of 2026 decreased 1.4% year-over-year to $319.6 million with decreases in the Europe, Middle East and Africa (EMEA) region and Canada, partially offset by increases in the United States (U.S.), the Asia Pacific (APAC) region and the Caribbean and Latin America (CALA) region.
Income from continuing operations of $26.1 million, or $0.06 per diluted share, in the second quarter of 2026, increased compared to income from continuing operations of $5.9 million, or $(0.05) per diluted share in the same prior year period. Non-GAAP adjusted net income for the second quarter of 2026 was $28.2 million, or $0.12 per diluted share, decreased compared to $36.7 million, or $0.13 per diluted share, in the same prior year period.
Core non-GAAP adjusted EBITDA decreased 43.3% to $45.5 million in the second quarter of 2026 compared to $80.2 million in the same prior year period. Core non-GAAP adjusted EBITDA as a percentage of net sales decreased to 14.2% in the second quarter of 2026 compared to 24.7% in the same prior year period. Non-GAAP adjusted EBITDA decreased 32.1% to $35.8 million in the second quarter of 2026 compared to $52.7 million in the same prior year period. Non-GAAP adjusted EBITDA as a percentage of net sales decreased to 11.2% in the second quarter of 2026 compared to 16.3% in the same prior year period.
Net Sales, Cash Flow and Balance Sheet
· Aurora net sales of $319.2 million decreased 1.0% from the prior year period driven by a decrease in the legacy business, partially offset by an increase in the Access Technologies business.
· GAAP cash flow used in operations in the second quarter of 2026 was $72.7 million.
· Free cash flow used in the second quarter of 2026 was $74.7 million after adjusting operating cash flow for $2.0 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 $151.6 million in cash and cash equivalents which includes $38.0 million in cash and cash equivalents in assets held for sale.
· As of June 30, the Company had no outstanding borrowings under its asset-based revolving credit facility and had availability of $137.0 million, after taking into account the borrowing base limitations and outstanding letters of credit. The Company ended the quarter with total liquidity of approximately $288.6 million.
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 second 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 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 results of our Aurora segment and exclude general corporate costs that were previously allocated to the RUCKUS segment and CCS segment, 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.
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, 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; 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 components, including memory chips, 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 components; risks related to the successful execution of our initiatives related to stranded costs reductions; potential difficulties in realigning manufacturing capacity and capabilities between our manufacturing facility and facilities 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; our ability to 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, geopolitical 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—
