Vistance Networks, Inc.

For the period ended Nov 5, 2026. Filed Nov 5, 2026.

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Nov 5, 2026 · Filed Nov 5, 2026

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Contents

EX-99.1 · —END—

—END—

Vistance Networks, Inc.
Condensed Consolidated Statements of Operations
(Unaudited -- In millions, except per share amounts)
Three Months Ended · Nine Months Ended
	September 30,		September 30,
	2026	2025	2026	2025
Net sales	$319.7	$337.8	$937.7	$897.5
Cost of sales	207.3	217.4	596.2	527.2
Gross profit	112.4	120.4	341.5	370.3
Transition service agreement income	7.6	8.6	9.2	27.6
Operating expenses:
Selling, general and administrative	48.6	74.8	168.3	222.0
Research and development	27.4	42.6	91.1	124.7
Amortization of purchased intangible assets	19.0	21.6	59.6	66.8
Restructuring costs, net	2.1	1.6	17.2	13.1
Other	—	(0.1)	—	4.8
Total operating expenses	97.1	140.5	336.2	431.4
Operating income (loss)	22.9	(11.5)	14.5	(33.5)
Other income (expense), net	(0.2)	0.1	3.2	(6.2)
Interest expense	(0.9)	—	(1.7)	—
Interest income	12.9	3.9	39.1	11.4
Income (loss) from continuing operations before income taxes	34.7	(7.5)	55.1	(28.3)
Income tax (expense) benefit	20.0	(11.4)	42.3	347.8
Income (loss) from continuing operations	54.7	(18.9)	97.4	319.5
Income from discontinued operations, net of income tax expense of $300.9, $27.9, $1,474.7 and $478.1, respectively	975.9	127.3	6,736.3	604.7
Net income	1,030.6	108.4	6,833.7	924.2
Series A convertible preferred stock dividends	—	(17.3)	(1.7)	(51.3)
Deemed dividend on redemption of Series A convertible preferred stock	0.1	—	(11.8)	—
Net income attributable to common stockholders	$1,030.7	$91.1	$6,820.2	$872.9
Basic:
Earnings (loss) from continuing operations per share	$0.24	$(0.16)	$0.37	$1.23
Earnings from discontinued operations per share	4.35	0.57	29.85	2.76
Earnings per share	$4.59	$0.41	$30.22	$3.99
Diluted:
Earnings (loss) from continuing operations per share	$0.24	$(0.16)	$0.36	$1.17
Earnings from discontinued operations per share	4.30	0.57	29.12	2.20
Earnings per share	$4.54	$0.41	$29.48	$3.37
Weighted average shares outstanding:
Basic	224.7	221.5	225.7	218.7
Diluted (a)	226.9	221.5	231.3	274.1
(a) Calculation of diluted earnings per share:
Net income attributable to common stockholders (basic and diluted)	$1,030.7	$91.1	$6,820.2	$872.9
Weighted average shares (basic)	224.7	221.5	225.7	218.7
Dilutive effect of equity-based awards	2.2	—	5.6	10.2
Dilutive effect of as-if converted Series A convertible preferred stock	—	—	—	45.2
Denominator (diluted)	226.9	221.5	231.3	274.1
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 September 30, 2026	December 31, 2025
Assets
Cash and cash equivalents	$683.1	$613.5
Accounts receivable, net of allowance for credit losses of $0.5 and $1.2, respectively	290.0	273.4
Inventories, net	357.8	238.7
Prepaid expenses and other current assets	89.6	46.0
Current assets held for sale	—	4,624.6
Total current assets	1,420.5	5,796.2
Property, plant and equipment, net of accumulated depreciation of $129.7 and $134.7, respectively	44.6	50.3
Goodwill	268.7	268.7
Other intangible assets, net	659.3	719.1
Deferred income taxes	305.6	1,722.3
Other noncurrent assets	119.8	118.4
Noncurrent assets held for sale	—	696.0
Total assets	$2,818.5	$9,371.0
Liabilities and Stockholders' Equity (Deficit)
Accounts payable	$178.8	$161.4
Accrued and other liabilities	176.0	306.7
Current liabilities held for sale	—	1,027.4
Total current liabilities	354.8	1,495.5
Long-term debt	—	7,260.2
Deferred income taxes	64.4	67.3
Other noncurrent liabilities	165.7	153.4
Noncurrent liabilities held for sale	—	120.0
Total liabilities	584.9	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: 212,979,678 and 223,260,316, respectively	2.5	2.4
Additional paid-in capital	2,511.6	2,487.9
Retained earnings (accumulated deficit)	259.3	(3,040.8)
Accumulated other comprehensive income (loss)	1.4	(118.7)
Treasury stock, at cost: 39,678,750 shares and 18,665,426 shares, respectively	(541.2)	(334.9)
Total stockholders' equity (deficit)	2,233.6	(1,004.1)
Total liabilities and stockholders' equity (deficit)	$2,818.5	$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 · Nine Months Ended
	September 30,		September 30,
	2026	2025	2026	2025
Operating Activities:
Net income	$1,030.6	$108.4	$6,833.7	$924.2
Adjustments to reconcile net income to net cash generated by (used in) operating activities:
Depreciation and amortization	22.2	74.7	84.7	227.9
Equity-based compensation	7.6	10.7	23.7	27.3
Deferred income taxes	154.8	31.4	1,390.8	32.7
(Gain) loss on disposal of discontinued operations	(1,256.4)	0.2	(8,265.7)	(869.0)
Noncash write-off of unamortized DFF and OID	0.5	—	101.8	—
Changes in assets and liabilities:
Accounts receivable	(5.0)	(108.8)	(45.0)	(347.3)
Inventories	(43.9)	22.5	(159.9)	(67.5)
Prepaid expenses and other assets	141.8	(72.8)	(42.8)	(148.9)
Accounts payable and other liabilities	(109.1)	82.3	(292.1)	208.2
Other	(0.6)	2.8	13.9	54.0
Net cash generated by (used in) operating activities	(57.5)	151.4	(356.9)	41.6
Investing Activities:
Additions to property, plant and equipment	(0.2)	(16.4)	(4.4)	(44.5)
Proceeds from sale of property, plant and equipment	—	—	—	10.0
Net proceeds from divestitures	1,868.1	0.1	12,409.8	2,041.9
Other	1.9	—	1.9	—
Net cash generated by (used in) investing activities	1,869.8	(16.3)	12,407.3	2,007.4
Financing Activities:
Long-term debt repaid	—	—	(7,370.8)	(2,049.0)
Long-term debt proceeds	—	—	—	50.0
Debt issuance costs	(0.7)	—	(3.3)	(5.7)
Redemption of Series A convertible preferred stock	—	—	(1,278.7)	—
Special distributions paid to common shareholders	(1,118.9)	—	(3,435.2)	—
Dividends paid on Series A convertible preferred stock	—	—	(1.7)	—
Proceeds from the issuance of common shares under equity-based compensation plans	0.1	—	1.9	—
Tax withholding payments for vested equity-based compensation awards	(4.5)	(0.3)	(47.7)	(11.2)
Repurchases of common stock	(157.0)	—	(157.0)	—
Net cash used in financing activities	(1,281.0)	(0.3)	(12,292.5)	(2,015.9)
Effect of exchange rate changes on cash and cash equivalents	0.2	(0.6)	2.4	8.9
Change in cash and cash equivalents	531.5	134.2	(239.7)	42.0
Cash and cash equivalents at beginning of period	151.6	571.1	922.8	663.3
Cash and cash equivalents at end of period	$683.1	$705.3	$683.1	$705.3
(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
	September 30,
	2026	2025
Income (loss) from continuing operations, as reported	$54.7	$(18.9)
Income tax expense (benefit), as reported	(20.0)	11.4
Interest income, as reported	(12.9)	(3.9)
Interest expense, as reported	0.9	—
Other (income) expense, as reported	0.2	(0.1)
Operating income (loss), as reported	$22.9	$(11.5)
Adjustments:
Amortization of purchased intangible assets	19.0	21.6
Restructuring costs, net	2.1	1.6
Equity-based compensation	7.4	7.2
Transaction, transformation and integration costs	2.3	1.3
Depreciation	2.9	4.7
Other	—	(0.1)
Total adjustments to operating income (loss)	33.7	36.3
Non-GAAP adjusted EBITDA	$56.6	$24.8
Income (loss) from continuing operations, as reported	$54.7	$(18.9)
Adjustments:
Total pretax adjustments to adjusted EBITDA	30.8	31.6
Pretax amortization of debt issuance costs and OID (1)	0.7	—
Tax effects of adjustments and other tax items (2)	(33.2)	5.0
Non-GAAP adjusted net income	$53.0	$17.7
GAAP income (loss) from continuing operations per diluted share, as reported (3)	$0.24	$(0.16)
Non-GAAP adjusted net income per diluted share (4)	$0.23	$0.06
(1) Included in interest expense.
(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 the three months ended September 30, 2025, GAAP income (loss) from continuing operations per diluted 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 per share are 226.9 million and 277.7 million for the three months ended September 30, 2026 and 2025, respectively.
See “Non-GAAP Financial Measures” above.

Vistance Networks, Inc.
Sales by Region
(Unaudited -- In millions)
Sales by Region
	% Change
	Q3 2026	Q3 2025	YOY
United States	$252.9	$274.6	(7.9)%
Europe, Middle East and Africa	26.6	15.2	75.0
Asia Pacific	18.5	16.6	11.4
Caribbean and Latin America	10.3	16.3	(36.8)
Canada	11.4	15.1	(24.5)
Total net sales	$319.7	$337.8	(5.4)%

Vistance Networks, Inc.
Segment Information
(Unaudited -- In millions)
Segment Net Sales
% Change
Q3 2026 · Q3 2025 · YOY
Aurora (1)	$319.8	$337.8		(5.3)	%
Corporate and other (2)	(0.1)	—	NM
Total net sales	$319.7	$337.8		(5.4)	%
Segment Adjusted EBITDA (3)
% Change
Q3 2026 · Q3 2025 · YOY
Aurora (1)	$56.8	$54.1		5.0	%
Corporate and other (4)	(0.2)	(29.3)		(99.3)
Total segment adjusted EBITDA	$56.6	$24.8		128.2	%
(1) Reflects the results of Aurora, our reportable segment, which represent substantially all of our net sales and exclude general corporate costs that were previously allocated to the divested RUCKUS and CCS segments because they were not directly attributable to the divested segments.
(2) Includes certain revenues reflected within continuing operations related to products associated with businesses affected by prior divestiture transactions. Such amounts continue to be reported within continuing operations based on the terms of the underlying transactions.
(3) See “Non-GAAP Financial Measures” above.
(4) Primarily reflects general corporate costs that were previously allocated to the divested RUCKUS and CCS segments. These indirect expenses have been classified as continuing operations because they were not directly attributable to the divested segments. The costs previously allocated to the CCS segment were reallocated to our remaining segments and partially offset by income under the Amphenol transition service agreement (TSA) beginning in the first quarter of 2026. Beginning in the third quarter of 2026, the costs previously allocated to the RUCKUS segment were reallocated to our remaining segment and partially offset by income under the Belden TSA.

Vistance Networks, Inc.
Reconciliation of GAAP to Segment Adjusted EBITDA
(Unaudited -- In millions)
Third Quarter 2026 Segment Adjusted EBITDA Reconciliation
	Aurora	Corporate and other (1)	Total
Operating income (loss), as reported	$23.0	$(0.1)	$22.9
Amortization of purchased intangible assets	19.0	—	19.0
Restructuring costs, net	2.1	—	2.1
Equity-based compensation	7.4	—	7.4
Transaction, transformation and integration costs	2.3	—	2.3
Depreciation	2.9	—	2.9
Segment adjusted EBITDA	$56.8	(0.2)	$56.6
Segment adjusted EBITDA % of sales	17.8%	NM	17.7%

Third Quarter 2025 Segment Adjusted EBITDA Reconciliation
	Aurora	Corporate and other (1)	Total
Operating income (loss), as reported	$25.5	$(37.0)	$(11.5)
Amortization of purchased intangible assets	21.4	0.2	21.6
Restructuring costs, net	0.5	1.1	1.6
Equity-based compensation	2.9	4.3	7.2
Transaction, transformation and integration costs	0.3	1.0	1.3
Depreciation	3.6	1.1	4.7
Other	—	(0.1)	(0.1)
Segment adjusted EBITDA	$54.1	$(29.3)	$24.8
Segment adjusted EBITDA % of sales	16.0%	NM	7.3%
(1) The corporate and other category above primarily reflects general corporate costs that were previously allocated to the divested RUCKUS and CCS segments. These indirect expenses have been classified as continuing operations because they were not directly attributable to the divested segments. The costs previously allocated to the CCS segment were reallocated to our remaining segments and partially offset by income under the Amphenol TSA beginning in the first quarter of 2026. Beginning in the third quarter of 2026, the costs previously allocated to the RUCKUS segment were reallocated to our remaining segment and partially offset by income under the Belden 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)
	Q32025	Q42025	Q12026	Q22026	Q32026
Cash flow from operations	$151.4	$281.3	$(226.6)	$(72.7)	$(57.5)
Capital expenditures	(16.4)	(25.8)	(2.2)	(2.0)	(0.2)
Free cash flow	$135.0	$255.5	$(228.8)	$(74.7)	$(57.7)
(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
	Q3 2025	Q4 2025	Q1 2026	Q2 2026	Q3 2026
Gross profit, as reported	$120.4	$129.2	$116.3	$112.9	$112.4
Equity-based compensation	—	0.1	0.1	(0.1)	0.1
Adjusted gross profit	$120.4	$129.3	$116.4	$112.8	$112.5
Adjusted gross profit as % of sales	35.6%	37.2%	39.0%	35.3%	35.2%
GAAP to Non-GAAP Adjusted Operating Expense
	Q3 2025	Q4 2025	Q1 2026	Q2 2026	Q3 2026
Selling, general and administrative, as reported	$74.8	$81.9	$55.5	$64.1	$48.6
Research and development, as reported	42.6	40.4	32.9	30.8	27.4
Operating expenses	$117.4	$122.3	$88.4	$94.9	$76.0
Equity-based compensation	7.2	7.3	4.3	6.8	7.3
Transaction, transformation and integration costs	1.3	8.9	4.5	7.6	2.3
Adjusted operating expense	$108.9	$106.1	$79.6	$80.5	$66.4
Adjusted operating expense as % of sales	32.2%	30.5%	26.7%	25.2%	20.8%
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
Aurora operating income	$40	$52
Adjustments:
Amortization of purchased intangible assets	80	80
Equity-based compensation	20	22
Restructuring costs, net and transaction and transformation costs	28	32
Depreciation	12	14
Total adjustments to operating income	140	148
Aurora adjusted EBITDA	$180	$200
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.

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