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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-36146

Vistance Networks, Inc.

(Exact name of registrant as specified in its charter)

     Delaware

     27-4332098

     (State or other jurisdiction of
incorporation or organization)

     (I.R.S. Employer
Identification No.)

2601 Telecom Parkway

Richardson, Texas

(Address of principal executive offices)

75082

(Zip code)

(972) 952-9700

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 20, 2026, there were 225,569,631 shares of common stock outstanding.

Vistance Networks, Inc.

Form 10-Q

March 31, 2026

Table of Contents


Part I—Financial Information (Unaudited):

Item 1. Condensed Consolidated Financial Statements:

Condensed Consolidated Statements of Operations		2

Condensed Consolidated Statements of Comprehensive Income		3

Condensed Consolidated Balance Sheets		4

Condensed Consolidated Statements of Cash Flows		5

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)		6

Notes to Unaudited Condensed Consolidated Financial Statements		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		26

Item 3. Quantitative and Qualitative Disclosures About Market Risk		38

Item 4. Controls and Procedures		38

Part II—Other Information:

Item 1. Legal Proceedings		39

Item 1A. Risk Factors		39

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities		39

Item 3. Defaults Upon Senior Securities		40

Item 4. Mine Safety Disclosures		40

Item 5. Other Information		40

Item 6. Exhibits		41

Signatures		42

PART 1 – FINANCIAL INFORMATION (UNAUDITED)

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


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 expense 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		237.9			271.9

See notes to unaudited condensed consolidated financial statements.

Vistance Networks, Inc.

Condensed Consolidated Statements of Comprehensive Income

(Unaudited – In millions)


	Three Months Ended
	March 31,
	2026		2025
Comprehensive income:
Net income	$	5,508.0	$	784.0
Other comprehensive income, net of tax:
Foreign currency translation gain, net of reclassifications to net income		82.2		136.3
Pension and other postretirement benefit activity		19.2		—
Gain (loss) on hedging instruments		18.4		(1.4	)
Total other comprehensive income, net of tax		119.8		134.9
Total comprehensive income	$	5,627.8	$	918.9

See notes to unaudited condensed consolidated financial statements.


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.


Vistance Networks, Inc.
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.


Vistance Networks, Inc.
Condensed Consolidated Statements of Stockholders' Equity (Deficit)
(Unaudited – In millions, except share amounts)

	Three Months Ended
	March 31,
	2026			2025
Number of common shares outstanding:
Balance at beginning of period		223,260,316			215,887,001
Issuance of shares under equity-based compensation plans		3,354,488			994,178
Shares surrendered under equity-based compensation plans		(1,101,430	)		(299,567	)
Balance at end of period		225,513,374			216,581,612
Common stock:
Balance at beginning of period	$	2.4		$	2.3
Issuance of shares under equity-based compensation plans		0.1			(0.1	)
Balance at end of period	$	2.5		$	2.2
Additional paid-in capital:
Balance at beginning of period	$	2,487.9		$	2,514.2
Equity-based compensation		5.5			7.5
Dividends on Series A convertible preferred stock		(1.7	)		(16.9	)
Balance at end of period	$	2,491.7		$	2,504.8
Retained earnings (accumulated deficit):
Balance at beginning of period	$	(3,040.8	)	$	(5,324.5	)
Excise tax on preferred stock redemption		(12.8	)	$	—
Net income		5,508.0			784.0
Balance at end of period	$	2,454.4		$	(4,540.5	)
Accumulated other comprehensive income (loss):
Balance at beginning of period	$	(118.7	)	$	(344.5	)
Other comprehensive income, net of tax		119.8			134.9
Balance at end of period	$	1.1		$	(209.6	)
Treasury stock, at cost:
Balance at beginning of period	$	(334.9	)	$	(303.6	)
Net shares surrendered under equity-based compensation plans		(20.3	)		(1.5	)
Balance at end of period	$	(355.2	)	$	(305.1	)
Total stockholders' equity (deficit)	$	4,594.5		$	(2,548.2	)

See notes to unaudited condensed consolidated financial statements.

Vistance Networks, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

1. BACKGROUND AND BASIS OF PRESENTATION

Background

The Company’s solutions for wired and wireless networks enable service providers including cable, telephone and digital broadcast satellite operators and media programmers, to deliver media, voice, Internet Protocol (IP) data services and Wi-Fi to their subscribers and allow enterprises to experience constant wireless and wired connectivity across complex and varied networking environments. The Company’s solutions are complemented by services including technical support, systems design and integration. The Company is a leader in digital video and IP television (IPTV) distribution systems, broadband access infrastructure platforms and equipment that delivers data and voice networks to homes. The Company’s global leadership position is built upon innovative technology, broad solution offerings, high-quality and cost-effective customer solutions, and global manufacturing and distribution scale.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation of the interim period financial statements. The results of operations for these interim periods are not necessarily indicative of the results of operations to be expected for any future period or the full fiscal year. Certain prior year amounts have been reclassified to conform to the current year presentation.

The unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States (U.S.) for interim financial information and are presented in accordance with the applicable requirements of Regulation S-X. Accordingly, these financial statements do not include all of the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the 2025 Annual Report). The significant accounting policies followed by the Company are set forth in Note 2 within the Company’s audited consolidated financial statements included in the 2025 Annual Report. There were no material changes in the Company’s significant accounting policies during the three months ended March 31, 2026.

Concentrations of Risk and Related Party Transactions

Net sales to Comcast Corporation and affiliates (Comcast) accounted for approximately 39% and 21% of the Company’s total net sales during the three months ended March 31, 2026 and 2025, respectively. Net sales to TD Synnex Corporation (TD Synnex) accounted for 12% of the Company’s total net sales during the three months ended March 31, 2025. Other than Comcast and TD Synnex, no direct customer accounted for 10% or more of the Company’s net sales during the three months ended March 31, 2026 or 2025. Accounts receivable from Comcast and TD Synnex Corporation represented approximately 44% and 10%, respectively, of the Company’s accounts receivable as of March 31, 2026. Other than Comcast and TD Synnex, no direct customer accounted for 10% or more of the Company’s accounts receivable as of March 31, 2026. Comcast is a customer of the Aurora and RUCKUS segments, and TD Synnex is a customer of the RUCKUS segment.

The Company relies on sole suppliers or a limited group of suppliers for certain key components, subassemblies and modules and a limited group of contract manufacturers to manufacture a significant portion of its products. Any disruption or termination of these arrangements could have a material adverse impact on the Company’s results of operations.

Other than transactions related to the Series A Convertible Preferred Stock (Convertible Preferred Stock) through the redemption date and the Company’s continuing involvement with Vantiva SA (Vantiva) discussed in Note 2, there were no material related party transactions during the three months ended March 31, 2026.

Vistance Networks, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

Commitments and Contingencies

Product Warranties

The Company recognizes a liability for the estimated claims that may be paid under its customer assurance-type warranty agreements to remedy potential deficiencies of quality or performance of the Company’s products. These product warranties extend over various periods, depending on the product subject to the warranty and the terms of the individual agreements. The Company records a provision for estimated future warranty claims as cost of sales based upon the historical relationship of warranty claims to sales and specifically identified warranty issues. The Company bases its estimates on assumptions that are believed to be reasonable under the circumstances and revises its estimates, as appropriate, when events or changes in circumstances indicate that revisions may be necessary. Such revisions may be material.

The following table summarizes the activity in the product warranty accrual, included in accrued and other liabilities and other noncurrent liabilities on the Condensed Consolidated Balance Sheets:


	Three Months Ended
	March 31,
	2026			2025
Product warranty accrual, beginning of period	$	18.2		$	14.3
Provision for warranty claims		1.8			4.7
Warranty claims paid		(1.7	)		(3.0	)
Product warranty accrual, end of period	$	18.3		$	16.0

Legal Proceedings

The Company is party to certain intellectual property claims and also periodically receives notices asserting that its products infringe on another party’s patents and other intellectual property rights. These claims and assertions, whether against the Company directly or against its customers, could require the Company to pay damages or royalties, stop offering the relevant products and/or cease other activities. The Company may also be called upon to indemnify certain customers for costs related to products sold to such customers. The outcome of these claims and notices is uncertain, and a reasonable estimate of the loss from unfavorable outcomes in certain of these matters either cannot be determined or is estimated at the minimum amount of a range of estimates. The actual loss, through settlement or trial, could be material and may vary significantly from the Company’s estimates. From time to time, the Company may also be involved as a plaintiff in certain intellectual property claims. Gain contingencies, if any, are recognized when they are realized.

The Company is also either a plaintiff or a defendant in certain other pending legal matters in the normal course of business. Management believes none of these other pending legal matters will have a material adverse effect on the Company’s business or financial condition upon final disposition.

The Company is subject to various federal, state, local and foreign laws and regulations governing the use, discharge, disposal and remediation of hazardous materials. Compliance with current laws and regulations has not had, and is not expected to have, a material adverse effect on the Company’s financial condition or results of operations.

Restricted Cash

As a result of the termination of the Company’s term loan, the Company collateralized its outstanding letters of credit with cash deposits held by the issuing banks. These deposits were restricted as to withdrawal and were not available for general corporate purposes until the related letters of credit were reduced, expired or otherwise terminated. As of March 31, 2026, restricted cash totaled $56.5 million, of which $11.4 million and $45.1 million were included in prepaid expenses and other current assets and other noncurrent assets, respectively, in the accompanying Condensed Consolidated Balance Sheets.

Subsequent to March 31, 2026, upon entering into the Company’s asset‑based revolving credit facility in April 2026, the Company satisfied the applicable collateral requirements for its outstanding letters of credit, and the related cash deposits were returned and the restrictions released.

Vistance Networks, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

Asset Impairments

Goodwill

Goodwill is tested for impairment annually or at other times if events have occurred or circumstances exist that indicate the carrying value of the reporting unit may exceed its fair value. There were no goodwill impairments identified during the three months ended March 31, 2026 or 2025.

As of the last annual impairment test on October 1, 2025, the implied fair value of the Aurora reporting unit exceeded its carrying amount by approximately 9%. Considering the low headroom going forward for the Aurora reporting unit, there is a risk for future impairment in the event of further declines in general economic, market or business conditions or any significant unfavorable change in the forecasted cash flows, weighted average cost of capital or growth rates. If current and long-term projections for the Aurora reporting unit are not realized or decrease materially, the Company may be required to recognize additional goodwill impairment charges, and these charges could be material to the results of operations.

Long-lived Assets

Long-lived assets, which include property, plant and equipment, intangible assets with finite lives and right of use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable, based on the undiscounted cash flows expected to be derived from the use and ultimate disposition of the assets. Assets identified as impaired are adjusted to their estimated fair value. Equity investments without readily determinable fair values are evaluated each reporting period for impairment based on a qualitative assessment and are then measured at fair value if an impairment is determined to exist. Other than certain assets impaired as a result of restructuring actions and as part of discontinued operations, there were no definite-lived intangible or other long-lived asset impairments identified during the three months ended March 31, 2026 or 2025.

Income Taxes

For the three months ended March 31, 2026, the Company recognized an income tax benefit of $185.2 million on pretax income of $46.5 million. The Company’s income taxes were less than the statutory rate of 21.0% for the three months ended March 31, 2026, primarily due to $196.6 million of tax benefit recognized in the quarter associated with a tax planning strategy.

For the three months ended March 31, 2025, the Company recognized an income tax benefit of $357.5 million on a pretax loss of $16.4 million. The Company’s income taxes for the three months ended March 31, 2025, were favorably impacted by $361.1 million of tax benefit recognized in the quarter associated with a tax planning strategy, as well as the tax benefit related to federal tax credits. Offsetting these benefits were the unfavorable impacts of $29.6 million of an additional valuation allowance recorded in the quarter related to current year federal and state interest limitation carryforwards and U.S. anti-deferral provisions.

Earnings (Loss) Per Share

Basic earnings (loss) per share (EPS) from continuing operations is computed by dividing income (loss) from continuing operations, less any dividends and deemed dividends related to the Convertible Preferred Stock, by the weighted average number of common shares outstanding during the period. The numerator in diluted EPS from continuing operations is based on the basic EPS from continuing operations numerator, adjusted to add back any dividends and deemed dividends related to the Convertible Preferred Stock, subject to antidilution requirements. The denominator used in diluted EPS from continuing operations is based on the basic EPS computation plus the effect of potentially dilutive common shares related to the Convertible Preferred Stock and equity-based compensation plans, subject to antidilution requirements.

Basic EPS from discontinued operations is computed by dividing income (loss) from discontinued operations, net of income taxes, by the weighted average number of common shares outstanding during the period. The numerator in diluted EPS from discontinued operations is the same as the basic EPS from discontinued operations numerator. The denominator used in diluted EPS from discontinued operations is based on the basic EPS computation plus the effect of potentially dilutive common shares related to the Convertible Preferred Stock and equity-based compensation plans, subject to antidilution requirements.

Vistance Networks, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

For the three months ended March 31, 2026 and 2025, 2.6 million and 7.7 million, respectively, of outstanding equity-based compensation awards were not included in the computation of diluted EPS because the effect was antidilutive or the performance conditions were not met.

The following table presents the basis for the EPS computations (in millions, except per share data):


	March 31,
	2026			2025
Numerator:
Income from continuing operations	$	231.7		$	341.1
Income from discontinued operations, net of tax		5,276.3			442.9
Net income	$	5,508.0		$	784.0
Dividends on Series A convertible preferred stock		(1.7	)		(16.9	)
Net income attributable to common stockholders	$	5,506.3		$	767.1

Denominator:
Weighted average common shares outstanding – basic		225.2			216.3
Dilutive effect of equity-based awards		8.0			11.0
Dilutive effect of as-if converted Series A convertible preferred stock		4.7			44.6
Weighted average common shares outstanding – diluted		237.9			271.9

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

Recent Accounting Pronouncements

Adopted During the Three Months Ended March 31, 2026

In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The new guidance is expected to provide decision-useful information to investors and other financial statement users while reducing the time and effort necessary to analyze and estimate credit losses for current accounts receivable and current contract assets. The amendments in this update introduce a practical expedient when applying the guidance related to the estimation of expected credit losses for current accounts receivable and current contract assets resulting from transactions arising from contracts with customers. The guidance is effective for the Company on a prospective basis, beginning January 1, 2026 for the interim and annual periods. The Company has elected to apply this practical expedient to determine expected credit losses for current accounts receivable and contract assets, assuming conditions as of the balance sheet date do not change for the remaining life of the asset. The adoption of ASU 2025-05 did not have a material impact on the Company’s condensed consolidated financial statements or disclosures.

Vistance Networks, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

Issued but Not Adopted

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The new guidance addresses various technical corrections, clarifications, and minor improvements to the ASC. The ASU addresses 33 issues, primarily clarifying existing guidance, correcting errors, or making minor improvements to enhance the understandability and application of the ASC. The amendments are varied in nature and may impact the application of guidance in areas where the original guidance was unclear. The guidance is effective for the Company beginning January 1, 2027 for the interim and annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the condensed consolidated financial statements.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The new guidance aims to enhance the clarity and navigability of guidance related to interim disclosures. This guidance clarifies when the guidance in ASC Topic 270 is applicable and specifies the disclosures required during interim reporting periods. The amendments clarify that ASC Topic 270 applies to all entities that provide interim financial statements and notes in accordance with generally accepted accounting principles (GAAP). The ASU provides a comprehensive list of interim disclosures required by GAAP, which is intended to improve efficiency in using the ASC. This list clarifies existing requirements and does not aim to expand or reduce current interim disclosure obligations. The guidance is effective for the Company beginning January 1, 2028 for the interim and annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the condensed consolidated financial statements.

In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The new guidance establishes authoritative guidance for business entities on the recognition, measurement, and presentation of government grants defined as a transfer of a monetary asset or tangible non-monetary asset, other than an exchange transaction, from a government to a business entity. The guidance is effective for the Company beginning January 1, 2029 for the interim and annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the condensed consolidated financial statements.

In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. The new guidance clarifies certain aspects of hedge accounting guidance and addresses incremental hedge accounting issues arising from the global reference rate reform initiative. The ASU aims to align hedge accounting more closely with the economics of an entity’s risk management activities, enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions. The guidance is effective for the Company beginning January 1, 2027 for the interim and annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the condensed consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The new guidance refines the scope of Topic 815 by providing clarification regarding the contracts subject to derivative accounting. The guidance also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract. The guidance is effective for the Company on a prospective or modified retrospective basis, beginning January 1, 2027 for the interim and annual periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the condensed consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The new guidance modernizes the accounting for software costs and provides the following criteria for capitalization of software costs: (1) management has authorized and committed to funding the software project; and (2) it is probable that the project will be completed and the software will be used to perform the function intended. The guidance is effective for the Company on a prospective, modified prospective or retrospective basis, beginning January 1, 2028 for the interim and annual periods. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on the condensed consolidated financial statements.

Vistance Networks, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The new guidance improves disclosures for expenses of public entities and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. Coupled with recent standards that enhanced the disaggregation of revenue and income tax information, the disaggregated expense information required by these amendments will enable investors to better understand the major components of an entity’s income statement. The guidance is effective for the Company on a prospective or retrospective basis, as of January 1, 2027 for the annual period. Early adoption is permitted. As this ASU relates to disclosures only, there will be no impact to the Company’s results of operations and financial condition.

2. DIVESTITURES

CCS Segment:

On January 9, 2026, the Company completed the previously announced sale of the CCS segment to Amphenol Corporation (Amphenol), a Delaware corporation, pursuant to the Purchase Agreement dated August 3, 2025, in exchange for net cash consideration of $10.5 billion. The proceeds are net of $81.3 million of transaction expenses and $204.4 million of cash included in the assets sold. The CCS segment provides wired infrastructure for data centers, enterprises and service providers on a global scale.

The CCS segment met the “held for sale” criteria per ASC 360-10 in the fourth quarter of 2025, and the Company determined, qualitatively and quantitatively, that this transaction represented a strategic shift that would have a major effect on its operations and financial results. As such, the results of operations directly attributable to the CCS segment have been reclassified to discontinued operations per ASC 205-20 on the Condensed Consolidated Statements of Operations, retrospectively for all periods presented beginning in the fourth quarter of 2025. In addition, all assets and liabilities of the CCS segment were classified as assets and liabilities held for sale on the Condensed Consolidated Balance Sheets as of December 31, 2025. Upon the closing of the transaction, the Company recognized a gain of $5.4 billion on the disposal of the CCS segment, which is included in income (loss) from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2026.

In connection with the transaction, on the closing date, the Company repaid in full all outstanding indebtedness using a portion of the proceeds from the transaction and terminated all outstanding commitments under each of its then-existing (x) revolving credit agreement, dated as of April 4, 2019 (as amended, the Prior Revolving Credit Agreement), which provided for a senior secured asset-based revolving credit facility in an aggregate principal amount of up to $750.0 million (the Prior Revolving Credit Facility), and (y) term loan credit agreement, dated as of December 17, 2024 (as amended, the Prior Term Loan Credit Agreement), which provided for a senior secured term loan credit facility (the 2029 Term Loan) in an aggregate outstanding principal amount of $3,150 million. Also, the Company satisfied and discharged the indentures governing the (1) $1,000.0 million in outstanding aggregate principal amount of the 2031 Secured Notes, (2) $951.0 million in outstanding aggregate principal amount of the 2029 Secured Notes, (3) $641.6 million in outstanding aggregate principal amount of the 2028 Notes, (4) $866.9 million in outstanding aggregate principal amount of the 8.25% 2027 Notes and (5) $750.0 million in outstanding aggregate principal amount of the 5.00% 2027 Notes (collectively, the Notes). On the closing date of the transaction, notices of full redemption were issued to holders of all of the outstanding Notes, calling all outstanding Notes for redemption on January 26, 2026 using a portion of the proceeds from the transaction, and all outstanding Notes were redeemed on January 26, 2026. The Company subsequently wrote-off $101.3 million of unamortized debt issuance costs and original issuance discount associated with the debt redemption which were recorded in interest expense within income (loss) from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2026. The Company also recorded a loss of $11.3 million on the extinguishment of debt which was recorded in other expense within income (loss) from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2026.

In addition, on the closing date of the transaction, the Company redeemed 100% of the Convertible Preferred Stock for $1.3 billion of cash in accordance with the terms of the Certificate of Designations. Simultaneously with the consummation of the redemption, the Investment Agreement, dated as of November 8, 2018, by and among the Company and Carlyle Partners VII S1 Holdings, L.P. (Carlyle) pursuant to which such Convertible Preferred Stock was initially purchased, and all rights and obligations of the parties under the Investment Agreement, were terminated.

Vistance Networks, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

In connection with the transaction, the Company entered into a Transition Service Agreement (Amphenol TSA) (as described below under “Transition Service Agreements”).

OWN Segment and DAS business unit:

In January 2025, the Company completed the sale of the OWN segment and the DAS business unit to Amphenol, pursuant to the Purchase Agreement dated July 18, 2024, in exchange for net cash consideration of $2.0 billion. The proceeds are net of $9.1 million of transaction expenses and $83.2 million of cash included in the assets sold.

The OWN segment and DAS business unit met the “held for sale” criteria per ASC 360-10 in the third quarter of 2024, and the Company determined, qualitatively and quantitatively, that this transaction represented a strategic shift that would have a major effect on the Company’s operations and financial results. As such, the results of operations directly attributable to the OWN segment and DAS business unit have been reclassified to discontinued operations per ASC 205-20 on the Condensed Consolidated Statements of Operations, retrospectively for all periods presented beginning in the third quarter of 2024. Upon the closing of the transaction on January 31, 2025, the Company recognized a gain of $498.2 million on the disposal of the OWN segment and DAS business unit, which is included in income (loss) from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2025.

In connection with the transaction, the Company entered into several contractual arrangements with Amphenol, including the Amphenol TSA (as described below under “Transition Service Agreements”), Manufacturing Supply Agreement (Amphenol MSA), Sales and Supply Agreement and a Master Professional Services Agreement.

Under the Amphenol MSA, the Company continues to manufacture and supply certain products to the divested business. Under the terms of the Amphenol MSA, the Company was obligated to provide manufacturing services for a period of up to twelve months following the closing date of the transaction, unless earlier terminated by the parties. The agreement was entered into to facilitate the operational transition and ensure continuity of supply for Amphenol’s customers. Pursuant to the Amphenol MSA, the Company acquired components directly from Amphenol and was also responsible for procuring certain components from suppliers for the manufacturing of finished goods at the direction of Amphenol. As the Company does not obtain control of these components before they were transferred to Amphenol, the Company accounts for revenue associated with such components on a net basis. For the three months ended March 31, 2026 and 2025, the Company recognized net revenues of $(0.2) million and $1.6 million under the Amphenol MSA presented within income (loss) from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations.

The Sales and Supply Agreement and Master Professional Services Agreement, enable the companies to act as both a buyer and seller of each other’s products and services in instances where those offerings might be integral to the Company’s remaining operations. The Sales and Supply Agreement is effective for a term of thirty-six months and the Master Professional Services Agreement term is indefinite, unless either of the agreements are terminated early. The Company has evaluated these arrangements and concluded that while they represent ongoing business activity, they do not constitute a continuation of the disposed business. Accordingly, revenues and expenses generated from these agreements are presented within income (loss) from continuing operations on the Condensed Consolidated Statements of Operations.

Home Networks business:

The Company completed the sale of the Home business to Vantiva SA (Vantiva) in January 2024. The Home business qualified as “held for sale” per ASC 360-10 in the fourth quarter of 2023 and was classified as a discontinued operation per ASC 205-20, as the Company determined, qualitatively and quantitatively, that this transaction represented a strategic shift that would have a major effect on the Company’s operations and financial results.

Following the closing of the transaction, the Company entered into a Transition Service Agreement (Vantiva TSA), whereby the Company provided and received certain post-closing support on a transitional basis (as described below under “Transition Service Agreements”), and a Supply Agreement with Vantiva (Vantiva Supply Agreement), whereby the Company sold certain retained inventory at cost, or market price if below cost, for a period of two years.

Vistance Networks, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

The following table presents the summarized components of income (loss) from discontinued operations, net of income taxes, for the three months ended March 31, 2026 and 2025:


	CCS						OWN						DAS					Home					Total
	2026			2025			2026			2025			2026		2025			2026		2025			2026			2025
Net sales	$	87.4		$	724.1		$	(0.2	)	$	86.9		$	—	$	11.7		$	—	$	4.2		$	87.2		$	826.9
Cost of sales		59.2			453.1			—			49.8			—		10.0			—		4.3			59.2			517.2
Gross profit (loss)		28.2			271.0			(0.2	)		37.1			—		1.7			—		(0.1	)		28.0			309.7

Operating expenses:
Selling, general and administrative		7.5			85.3			—			15.5			—		3.7			—		(2.6	)		7.5			101.9
Research and development		1.9			17.7			—			3.1			—		3.0			—		—			1.9			23.8
Amortization of purchased intangible assets		—			17.7			—			—			—		—			—		—			—			17.7
Restructuring costs, net		0.1			—			—			—			—		—			—		—			0.1			—
Total operating expenses		9.5			120.7			—			18.6			—		6.7			—		(2.6	)		9.5			143.4
Operating income (loss)		18.7			150.3			(0.2	)		18.5			—		(5.0	)		—		2.5			18.5			166.3
Interest expense (1)		(129.1	)		(173.7	)		—			—			—		—			—		—			(129.1	)		(173.7	)
Other expense, net (2)		(11.4	)		(4.6	)		—			(1.0	)		—		—			—		—			(11.4	)		(5.6	)
Income (loss) from operations of discontinued businesses before income taxes		(121.8	)		(28.0	)		(0.2	)		17.5			—		(5.0	)		—		2.5			(122.0	)		(13.0	)
Gain (loss) on disposal of discontinued operations before income taxes		7,007.9			—			—			869.7			—		—			—		—			7,007.9			869.7
Income tax (expense) benefit		(1,609.6	)		(23.4	)		—			(391.0	)		—		1.2			—		(0.6	)		(1,609.6	)		(413.8	)
Income (loss) from discontinued operations, net of income taxes	$	5,276.5		$	(51.4	)	$	(0.2	)	$	496.2		$	—	$	(3.8	)	$	—	$	1.9		$	5,276.3		$	442.9

(1)

In connection with the sale of the CCS segment that was completed on January 9, 2026, the terms of the Purchase Agreement with Amphenol required that the CCS segment be transferred on a debt‑free basis, and therefore, the Company repaid its third‑party borrowings at closing using a portion of the proceeds from the sale of the CCS segment. Accordingly, all third-party debt obligations remained classified as long-term debt on the Condensed Consolidated Balance Sheets as of December 31, 2025. However, in accordance with accounting guidance, interest expense on debt that is required to be repaid as a direct result of a disposal transaction that qualifies as a discontinued operation is reported within discontinued operations. Because the closing of the divestiture required repayment of all outstanding third‑party debt due to the contractual requirement to deliver the business debt‑free, all interest expense, including the write-off of $101.3 million of unamortized debt issuance costs and original issuance discount associated with the debt redemption, has been presented within discontinued operations for all years presented.

(2)

Other expense, net includes a loss of $11.3 million on the extinguishment of debt, for the three months ended March 31, 2026, associated with the divestiture of the CCS segment.

Vistance Networks, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

The following table presents balance sheet information for assets and liabilities held for sale related to the discontinued operations:


	December 31, 2025
Cash and cash equivalents	$	168.4
Accounts receivable, net		626.5
Inventories, net		512.4
Prepaid expenses and other current assets		76.5
Property, plant, and equipment, net		293.4
Goodwill		2,160.6
Other intangible assets, net		186.0
Deferred income taxes		107.0
Other assets		193.7
Total current assets held for sale	$	4,324.5

Accounts payable	$	422.2
Accrued and other liabilities		339.6
Deferred income taxes		22.2
Total current liabilities held for sale	$	784.0

The following table presents the details of the gain on disposal of the CCS segment and the OWN segment and DAS business unit, collectively:


	CCS			OWN/DAS
	January 9, 2026			January 31, 2025
Cash consideration received (net of cash acquired)	$	10,541.7		$	2,034.5
Transaction expense		(81.3	)		(9.1	)
Total disposal consideration		10,460.4			2,025.4
Carrying value of net assets sold		(3,326.1	)		(1,057.8	)
Gain on disposal before income taxes and reclassification of foreign currency translation and other		7,134.3			967.6
Reclassification of foreign currency translation and other (1)		(126.4	)		(97.9	)
Gain on disposal before income taxes		7,007.9			869.7
Income tax expense		(1,652.9	)		(386.6	)
Gain on disposal, net of income taxes	$	5,355.0		$	483.1

(1)

Includes the reclassifications of foreign currency translation, defined benefit plan activity and hedging instrument amounts from accumulated other comprehensive income (loss) on the Condensed Consolidated Balance Sheets related to the divestiture of the CCS segment during the first quarter of 2026. Includes the reclassification of foreign currency translation from accumulated other comprehensive income (loss) on the Condensed Consolidated Balance Sheets related to the divestiture of the OWN segment and DAS business unit during the first quarter of 2025.

The cash flows related to discontinued operations have not been segregated on the Condensed Consolidated Statements of Cash Flows, and accordingly, they include the results from continuing and discontinued operations. The following table summarizes the Company’s cash inflows related to the ongoing activities of the discontinued operations, including the Amphenol and Vantiva TSAs, as described below, and inventory sales resulting from the Amphenol MSA and Vantiva Supply Agreement, as described above:


	Three Months Ended
	March 31,
	2026		2025
Amphenol MSA inventory sales	$	5.5	$	1.2
Vantiva Supply Agreement and other inventory sales		—		4.3
Vantiva TSA fees		—		2.8

Vistance Networks, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

The following table summarizes significant non-cash operating items of the discontinued operations included on the Condensed Consolidated Statements of Cash Flows:


	Three Months Ended
	March 31,
	2026		2025
Gain on disposal of discontinued operations	$	7,007.9	$	869.7
Depreciation and amortization		0.1		30.0
Additions to property, plant and equipment		1.1		13.1
Equity-based compensation		0.3		1.8

Transition Service Agreements

In conjunction with the closing of the sale of the OWN segment and DAS business unit, the Company entered into the Amphenol TSA. The terms of the Amphenol TSA vary based on the services provided thereunder and provide options to extend services for up to two renewal terms of three months each. Subsequent to the closing of the sale of the CCS segment, the Company extended the Amphenol TSA, including a reverse TSA for which the Company receives specified transition services from Amphenol for a defined transition period, with the ability to continue certain services for limited additional periods in accordance with the applicable services schedules. The Company is responsible for fees and related third‑party costs incurred in connection with the provision of such services, including applicable taxes, and may incur incremental costs if services are continued beyond the initial transition period. For the three months ended March 31, 2026 and 2025, the Company recognized income of $1.1 million and $7.1 million, respectively, under the Amphenol TSA. For the three months ended March 31, 2025, the Company recognized income of $1.6 million under the Vantiva TSA. TSA income is included in transition service agreement income within income (loss) from continuing operations on the Condensed Consolidated Statements of Operations. For the three months ended March 31, 2026, the Company incurred costs of $4.0 million under the reverse TSA, which is primarily included in selling, general and administrative expenses within income (loss) from continuing operations on the Condensed Consolidated Statements of Operations.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregated Net Sales

See Note 6 for the presentation of net sales by segment and geographic region.

Allowance for Doubtful Accounts


	Three Months Ended
	March 31,
	2026			2025
Allowance for doubtful accounts, beginning of period	$	1.6		$	1.6
Provision (benefit)		(0.9	)		0.5
Foreign exchange and other		—			0.2
Allowance for doubtful accounts, end of period	$	0.7		$	2.3

Vistance Networks, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

Customer Contract Balances

The following table provides the balance sheet location and amounts of contract assets, or unbilled accounts receivable, and contract liabilities, or deferred revenue, from contracts with customers:


Contract Balance Type	Balance Sheet Location	March 31, 2026		December 31, 2025
Unbilled accounts receivable	Accounts receivable, net of allowance for doubtful accounts	$	4.3	$	9.4

Deferred revenue – current	Accrued and other liabilities	$	122.4	$	106.5
Deferred revenue – noncurrent	Other noncurrent liabilities		99.9		93.7
Total contract liabilities		$	222.3	$	200.2

There were no material changes to contract asset balances for the three months ended March 31, 2026 as a result of changes in estimates or impairments. The change in the contract liability balance from December 31, 2025 to March 31, 2026 was primarily due to upfront support billings to be recognized over the support term. During the three months ended March 31, 2026, the Company recognized $38.6 million of revenue related to contract liabilities recorded as of December 31, 2025.

4. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION

Inventories


	March 31, 2026		December 31, 2025
Raw materials	$	134.2	$	133.7
Work in process		41.6		38.1
Finished goods		161.1		138.6
Total inventories, net	$	336.9	$	310.4

Accrued and Other Liabilities


	March 31, 2026		December 31, 2025
Deferred revenue	$	122.4	$	106.5
Compensation and employee benefit liabilities		60.2		162.7
Product warranty accrual		16.7		16.4
Operating lease liabilities		14.1		13.9
Other		120.6		198.8
Total accrued and other liabilities	$	334.0	$	498.3

Operating Lease Information


	Balance Sheet Location	March 31, 2026		December 31, 2025
Right of use assets	Other noncurrent assets	$	51.1	$	57.1

Lease liabilities – current	Accrued and other liabilities	$	14.1	$	13.9
Lease liabilities – noncurrent	Other noncurrent liabilities		51.9		55.5
Total lease liabilities		$	66.0	$	69.4

Vistance Networks, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

Accumulated Other Comprehensive Income (Loss) (AOCI (AOCL))

The following table presents changes in AOCI (AOCL), net of tax:



	March 31,
	2026			2025
Foreign currency translation
Balance at beginning of period	$	(81.6	)	$	(308.8	)
Other comprehensive income (loss)		(6.5	)		38.4
Amounts reclassified from AOCL		88.7			97.9
Balance at end of period	$	0.6		$	(172.5	)

Defined benefit plan activity
Balance at beginning of period	$	(18.7	)	$	(15.5	)
Other comprehensive income		0.1			—
Amounts reclassified from AOCL		19.1			—
Balance at end of period	$	0.5		$	(15.5	)

Hedging instruments
Balance at beginning of period	$	(18.4	)	$	(20.2	)
Other comprehensive loss		—			(1.4	)
Amounts reclassified from AOCL		18.4			—
Balance at end of period	$	—		$	(21.6	)
Net AOCI (AOCL) at end of period	$	1.1		$	(209.6	)

During the three months ended March 31, 2026, the reclassification of foreign currency translation, defined benefit plan activity and hedging instrument amounts from net AOCI (AOCL) related to the divestiture of the CCS segment during the first quarter of 2026. During the three months ended March 31, 2025, the reclassification of foreign currency translation amount from net AOCI (AOCL) related to the divestiture of the OWN segment and DAS business during the first quarter of 2025. The reclassified amounts resulting from the divestitures were recorded in the gain (loss) on disposal included in income (loss) from discontinued operations, net of income taxes, on the Condensed Consolidated Statements of Operations. See Note 2 for further discussion of the Company’s divestitures.

Cash Flow Information


	March 31,
	2026		2025
Cash paid during the period for:
Income taxes, net of refunds	$	13.9	$	20.5
Interest		105.1		222.0

Vistance Networks, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

5. FINANCING


	March 31, 2026		December 31, 2025
7.125% senior notes due July 2028	$	—	$	641.6
5.00% senior notes due March 2027		—		750.0
8.25% senior notes due March 2027		—		866.9
9.50% senior secured notes due December 2031		—		1,000.0
4.75% senior secured notes due September 2029		—		1,250.0
6.00% senior secured notes due March 2026		—		1,500.0
Senior secured term loan due December 2029		—		3,150.0
Senior secured revolving credit facility		—		200.0
Total principal amount of debt		—		7,359.5
Less: Original issue discount, net of amortization		—		(51.9	)
Less: Debt issuance costs, net of amortization		—		(47.4	)
Less: Current portion		—		—
Total long-term debt	$	—	$	7,260.2

In connection with the sale of the CCS segment that was completed on January 9, 2026, the Company repaid in full all outstanding indebtedness. For further discussion of the debt repayment and the divestiture of the CCS segment, see Note 2 in these condensed consolidated financial statements.

In addition, on April 7, 2026, the Company entered into a revolving credit agreement providing for a senior secured asset-based revolving credit facility (the New Revolving Credit Facility) available to the Company and certain of its U.S. subsidiaries designated as co-borrowers therein, in an aggregate principal amount of up to $300.0 million, subject to borrowing base availability. See Note 8 for further discussion of the New Revolving Credit Facility.

6. SEGMENTS AND GEOGRAPHIC INFORMATION

The following is a brief description of the activities of the Company’s business segments:

RUCKUS - The segment provides wireless networks for enterprises and service providers. Product offerings include indoor cellular solutions such as indoor and outdoor Wi-Fi and LTE access points, access and aggregation switches; an Internet of Things suite, on-premises and cloud-based control and management systems; and software and software-as-a-service applications addressing security, location, reporting and analytics.

Aurora - The segment’s product solutions include cable modem termination systems, video infrastructure, public key infrastructure solutions, distribution and transmission equipment and cloud solutions that enable facility-based service providers to construct a state-of-the-art residential and metro distribution network.

Vistance Networks, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

The following table provides summary financial information by reportable segment:


	March 31, 2026		December 31, 2025
Identifiable segment-related assets: (1)
RUCKUS	$	912.0	$	839.6
Aurora		1,705.9		1,629.3
Total identifiable segment-related assets		2,617.9		2,468.9
Reconciliation to total assets:
Cash and cash equivalents		2,510.0		754.4
Deferred income tax assets		303.9		1,765.9
Divested and other business assets (2)		11.2		57.3
Assets held for sale		—		4,324.5
Total assets	$	5,443.0	$	9,371.0

(1)

Assets related to reportable segments largely include accounts receivable, inventories, property, plant and equipment, goodwill, intangible assets and certain limited other assets. All other items, except cash and cash equivalents and deferred income tax assets, are reflected in divested and other business assets. Accounts receivable and inventory are ascribed based on underlying sales or activity. Property, plant and equipment are attributed to a particular business segment based on that item’s primary user and reflect an allocation of certain corporate-shared assets. Intangible assets and goodwill are directly associated with a particular reporting unit and attributed on that basis.

(2)

The divested and other business assets line item above reflects certain inventory retained by the Company related to continuing involvement in divested businesses pursuant to the Amphenol MSA, as discussed in Note 2, as well as other corporate assets. As of March 31, 2026, inventory of $7.0 million related to the OWN segment and DAS business unit and $4.1 million related to the Passive Optical Network (PON) business line within the CCS segment that was not divested with the sale of the CCS segment. As of December 31, 2025, inventory of $16.6 million related to the OWN segment and DAS business unit, $4.4 million related to the PON business line and $36.3 million related to corporate and other assets.

The Company organizes its business segments based on the nature of products and services offered. Segment information is presented on the same basis that the Company’s Chief Executive Officer, who is the chief operating decision-maker, uses to manage its segments, evaluate financial results and make key operating decisions. The Company’s measurement of segment performance is adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization). The Company defines adjusted EBITDA as operating income (loss), adjusted to exclude depreciation, amortization of intangible assets, restructuring costs, asset impairments, equity-based compensation, transaction, transformation and integration costs and other items that the Company believes are useful to exclude in the evaluation of operating performance from period to period because these items are not representative of the Company’s recurring business.

These financial metrics are used to view operating trends, perform analytical comparisons and benchmark performance between periods and among geographic regions and monitor budget-to-actual variances on a monthly basis. To manage operations and make decisions regarding resource allocations, the Company’s chief operating decision-maker is regularly provided and reviews expense information at a consolidated level for each segment. Each segment has a manager responsible for executing the Company’s strategic initiatives.

Vistance Networks, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)

The following table provides net sales, cost of sales, total operating expenses, adjusted EBITDA, depreciation expense and additions to property, plant and equipment by reportable segment for the three months ended March 31, 2026:


	RUCKUS			Aurora			Total
Net sales	$	173.4		$	298.4		$	471.8

Cost and expenses:
Segment cost of sales		56.1			181.8
Segment operating expenses		81.1			69.4
Addback: Depreciation		(0.8	)		(3.1	)
Segment adjusted EBITDA		37.0			50.3			87.3
Amortization of intangible assets								(34.1	)
Restructuring costs, net								(9.6	)
Equity-based compensation								(5.3	)
Transaction, transformation and integration costs								(10.7	)
Depreciation								(3.9	)
Operating income								23.7
Other income, net								22.8
Income from continuing operations before income taxes							$	46.5

Depreciation	$	0.8		$	3.1		$	3.9
Additions to property, plant and equipment	$	0.3		$	0.8		$	1.1

Vistance Networks, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(In millions, unless otherwise noted)


	RUCKUS			Aurora			Corporate and other (1)			Total
Net sales	$	163.1		$	225.0		$	—		$	388.1

Cost and expenses:
Segment cost of sales		62.0			127.3			1.0
Segment operating expenses		77.5			63.4			15.8
Addback: Depreciation		(1.3	)		(3.9	)		(0.9	)
Segment adjusted EBITDA		24.9			38.2

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Vistance Networks, Inc. 10-Q