Vistance Networks Inc (VISN) 2025 Q4 法說會逐字稿

Good day, and thank you for standing by. Welcome to the Vistance Networks fourth-quarter and full-year 2025 earnings conference call. (Operator Instructions) Please be advised that today's conference is being recorded.

I would now like to hand the conference over to your speaker today, Jenny Thompson, Vice President, Investor Relations. Please go ahead.

Good morning, and thank you for joining us today to discuss Vistance Networks 2025 full-year and fourth-quarter results. I'm Jenny Thompson, Vice President of Investor Relations for Vistance Networks. And with me on today's call are Chuck Treadway, President and CEO; and Kyle Lorentzen, Executive Vice President and CFO.

You can find the slides that accompany this report on our Investor Relations website. Please note that some of our comments today will contain forward-looking statements based on the current view of our business, and actual future results may differ materially. Please see our recent SEC filings, which identify the principal risks and uncertainties that could affect future performance.

Before I turn the call over to Chuck, I have a few housekeeping items to review. Today, we will discuss certain adjusted or non-GAAP financial measures, which are described in more detail in this morning's earnings materials.

Reconciliations of our non-GAAP financial measures and other associated disclosures are contained in our earnings materials and posted on our website. All references during today's discussion will be to our adjusted results. All quarterly growth rates described during today's presentation are on a year-over-year basis, unless otherwise noted.

I'll now turn the call over to our President and CEO, Chuck Treadway.

Thank you, Jenny. Good morning, everyone.

I'll begin on slide 3. On January 9, we announced the closing of the CCS transaction to Amphenol. We are excited about this transaction as it allows us to manage our leverage situation and create significant value for shareholders.

As a result of the transaction, we repaid all of our existing debt and redeemed the preferred equity. After placing a modest amount of new leverage on Vistance Networks, we will then distribute the excess cash to our shareholders as a special distribution. CommScope was renamed Vistance Networks on January 14, 2026, as the CommScope name and brand conveyed with the CCS sale. Vistance Networks will shape 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 advisers who listen to customers first and then deliver value. Vistance Networks will be the parent company of Aurora Networks formerly known as the Access Network Solutions business and RUCKUS Networks. Aurora Networks comprehensive end-to-end product portfolio supports global service providers with innovative-leading HFC and broadband network products. The RUCKUS Networks segment develops purpose-driven networking solutions, enabling positive business outcomes in the world's most demanding environments. An industry leader in innovation, the RUCKUS Networks portfolio includes award-winning Wi-Fi, switching and cloud-managed platforms.

Now I'd like to give you an update on the fourth quarter and full year earnings on slide 4. I'm pleased to announce that in the fourth quarter, Vistance Networks delivered core net sales of $515 million, a year-over-year increase of 24% and core adjusted EBITDA of $99 million, a year-over-year increase of 55%. For clarification, Vistance Networks results include our 2 remaining businesses, Aurora and RUCKUS. The positive results were generated by strong performance by our Aurora Networks segment. In addition to strong revenue and adjusted EBITDA in the fourth quarter, we ended the year with cash of $923 million, an increase of 31% from prior quarter.

On an annual basis, Vistance Networks delivered core net sales of $1.93 billion, increasing 40% from the prior year. Core adjusted EBITDA ended the year at $379 million, an increase of $242 million or 176% compared to the prior year. We beat our full year adjusted EBITDA guidance of $350 million to $375 million for core Vistance Networks. As we move into 2026, we are well positioned to continue to benefit from the upgrade cycles in both businesses. Based on our current visibility, we are projecting 2026 core Vistance adjusted EBITDA in the $350 million to $400 million range.

With that, now I'd like to give you an update on each of our businesses. Starting with Aurora Networks, net sales of $347 million were up 33% in the fourth quarter compared to the prior year, and adjusted EBITDA was up 112%. The full year net sales ended at $1.23 billion, which increased $397 million or 47% compared to the prior year. Adjusted EBITDA for the full year was $252 million, which increased 138% versus prior year. These increases were primarily driven by the continued deployment of our new DOCSIS 4.0 amplifier and node products.

We had another record quarter of DOCSIS 4.0 amplifier shipments in Q4. Our FDX amplifier deployment with Comcast continues to go well, and this is reflected in our results. We continue to make headway with our suite of next-generation ESD DOCSIS 4.0 amplifiers, and they have been qualified by another major North American MSO. We expect to begin shipping to them in Q1 of 2026 as they ramp up their upgrade plans. Although we expect our legacy business to decline over time, in 2025, we experienced strong legacy license sales as customers continue to delay DOCSIS 4.0 upgrades.

We expect legacy license sales to normalize in 2026, which could result in a decline in EBITDA. During the fourth quarter, we received approval for our unified node. This new node allows our customers to choose between either the 1.8 gigahertz ESD or FDX technology within a single device. This new product is now available and expected to ship in the first half of 2026. Additionally, over the last quarter, we continued the rollout of our vCCAP solution with multiple large European service providers.

The network upgrades include Aurora Networks, cloud-native vCCAP EVO, providing significant enhancements to the operator service offerings, paving the way to DOCSIS 4.0. The solutions deployed also include a mix of Aurora Networks nodes and Remote PHY devices as well as those from other vendors, demonstrating the flexibility of our standards-based solution to best meet the unique requirements of multiple operator environments. In the quarter, we also continued development on our next-generation PON products, including advancing our relationship with Altice Labs. We also won a significant new order in Asia with Remote OLT and a new PON chassis order in Europe. As stated before, we believe Aurora Networks is well positioned with decades of knowledge of our customers' ecosystems and a broad array of new products for service providers to take advantage of the latest DOCSIS 4.0 upgrade cycle as well as evolving their legacy DOCSIS 3.1 networks.

The new products position Aurora Networks to maintain performance as the market shifts away from our legacy products. I am going to provide details on core RUCKUS Networks, which excludes the OneCell business, which was sold in May of 2025. In core RUCKUS Networks, revenue was up 16% in the fourth quarter compared to the prior year. Core RUCKUS adjusted EBITDA of $20 million was down $5 million or 22% versus Q4 of 2024. The decline in adjusted EBITDA was driven by our continued investment in sales and higher incentive compensation.

Core RUCKUS Networks full year revenue ended up at $687 million, up $166 million or 32% compared to 2024. One of the key drivers of our above-market growth was the approximately $30 million year-over-year investment in sales initiatives. Core RUCKUS Networks adjusted EBITDA for the year was $128 million, which was up $86 million or 210% versus the prior year. We are pleased with our revenue growth year-over-year and the adjusted EBITDA we delivered, which allows us to invest in our strategic initiatives to fuel growth in 2026. In addition to our investment in sales, products and technologies, we are pleased with our progress in our RUCKUS One subscription business, where we grew deferred revenue by 93%.

This will continue to be a focus for the RUCKUS team as we move forward to a subscription license and support model. In the fourth quarter, we continued our focus on providing purpose-driven networking solutions for our customers and executed our vertical market strategy. We gained market traction with our Wi-Fi 7 solutions as demonstrated by securing multiple deals with major U.S. professional sports stadiums. Additionally, we are excited about several international wins, including projects for upgrading aging Wi-Fi 5 and switching infrastructure for a luxury boutique hotel group in Europe.

Subsequent to year-end, we were also awarded a deal for a hospital in the Middle East, where we will implement a complete Wi-Fi 7 switching network refresh. As we continue to execute new commercial strategies within select verticals, we expect to continue to gain market share. Also during the quarter, RUCKUS Networks unveiled the new RUCKUS MDU suite featuring innovative AI and Wi-Fi 7 wall plate solutions for high-density residential environments. This new suite of solutions meet stakeholder demands through its ability to combine enterprise-level Wi-Fi analytics with cloud simplicity and automation. This enables more devices per unit, lower latency, higher reliability and a reduction in manual troubleshooting.

These outcomes will drive improved resident satisfaction and optimize operating costs for managed service providers and property owners. In January of 2026, we were privileged to announce that RUCKUS Networks will be the official networking partner of the TGR Haas F1 team. RUCKUS Networks will provide its purpose-driven network solutions, delivering cutting-edge connectivity across its factories in Kannapolis, North Carolina, Banbury U.K. and Maranello, Italy, which gives the teams the ability to manage all locations remotely from our RUCKUS One cloud management platform. RUCKUS will be trusted to power critical race day network operations to meet the demands of the Pinnacle Motorsport, allowing the team to deploy an advanced engineering solution with our versatile and high-performing offering.

With strong year-over-year improvements, our investment in selling resources and pipeline of innovations, we made progress across all of our initiatives in 2025, resulting in market share gains. RUCKUS is well positioned for growth in 2026, driven by continued demand for our Wi-Fi 7 product offering and our strategic go-to-market investments. We expect to continue to grow market share and deliver low teen adjusted EBITDA growth in 2026. Before handing the call over to Kyle, I would like to address the DDR4 memory chip supply issue that is impacting most companies in our industry. As you're aware, supply of DDR4 memory has tightened, and we are experiencing availability and pricing impacts.

Both of our businesses use these chips. As we navigate the situation, we are actively working on several countermeasures, including product reengineering, alternative chip supply and price increases. In addition to the above, we have on-hand inventory. Vistance already has significant seasonality and variability in our quarterly results. As we have said in the past, due to the seasonality and project nature of our business, annual performance is the best measurement.

And with that, I'd like to turn things over to Kyle to talk more about our full year and fourth quarter results.

Thank you, Chuck, and good morning, everyone.

I'll start with an overview of our full year 2025 results on slide 5. For the full year, Vistance Networks reported net sales from continuing operations of $1.93 billion, an increase of 40% from the prior year, primarily driven by the FDX amplifier deployments at Comcast and growth in RUCKUS driven by Wi-Fi 7 products and subscription services.

Adjusted EBITDA from continuing operations was $292 million, which increased by 1,095%. Adjusted EPS was $0.77 per share versus $0.10 per share for 2024. For core Vistance Networks, which excludes the CCS business and general corporate costs that were previously allocated to the CCS OWN and DOS businesses, we reported adjusted EBITDA of $379 million for the full year 2025, up 176% versus prior year. We believe this is a better representation of our performance and future results as it excludes certain stranded costs and onetime write-offs that are included in the U.S. GAAP discontinued operations presentation.

For Vistance Networks, including CCS, we reported net sales of $5.7 billion, which increased 35% from prior year with adjusted EBITDA of $1.3 billion for the full year of 2025, which increased 90% from prior year. As Chuck mentioned earlier, 2025 was a very strong year for us in all businesses with core revenue and adjusted EBITDA growth of 40% and 176%, respectively. As it relates to Vistance, both Aurora and RUCKUS rebounded well from weak 2024 results. Aurora revenue grew 47% over 2024 as Aurora benefited from the start of FDX amplifier shipments as well as a strong year in legacy product licenses as delays continued in DOCSIS 4.0 upgrades. The stronger revenue resulted in Aurora adjusted EBITDA growth versus prior year of $146 million or 138%.

We would expect a continued decline in legacy business in 2026 and beyond as DOCSIS 4.0 picks up momentum. In core RUCKUS, we saw year-over-year revenue growth of 32%, driven primarily by improving market conditions and approximate $30 million investment in sales resources. During the year, we gained market share. The stronger revenue resulted in year-over-year adjusted EBITDA improvement of $86 million or 210%. Adjusted EBITDA in core Ruckus was helped by a roughly $10 million favorable net impact of onetime E&O benefits, partially offset by higher incentive compensation.

Turning now to our fourth quarter results on slide 6. For Vistance Networks continuing operations, net sales ended at $515 million, up $100 million or 24% year-over-year. Increase in revenue drove continuing operations adjusted EBITDA up $37 million or 136% to $65 million. Adjusted EPS for the fourth quarter was $0.17 per share versus $0.14 in the fourth quarter of 2024. Vistance Networks core adjusted EBITDA for the fourth quarter was $99 million, up 55% versus prior year and up 10% sequentially versus the third quarter of 2025 as a result of higher Aurora Networks revenue.

Fourth quarter ended stronger than we had expected. Order rates were up 38% sequentially in the fourth quarter of 2025. Vistance Networks backlog ended the quarter at $632 million, down $15 million or 2% versus the end of the third quarter 2025, which was expected due to strong fourth quarter shipments.

Turning now to our fourth quarter segment highlights on slide 7. Full year segment highlights are on slide 8. Please refer to Chart 7-s and 8 to view both the RUCKUS Networks and core RUCKUS Networks results. Starting with our Aurora Networks segment, fourth quarter net sales of $347 million increased 33% from the prior year as customer inventory levels stabilized, shipments of our DOCSIS 4.0 products increased, and we realized higher legacy product sales. Aurora Networks adjusted EBITDA of $79 million was up $42 million or 112% from the prior year, driven by higher amplifier revenue and year-end license purchases. In the first quarter of 2026, we expect both revenue and EBITDA to decline sequentially as a result of reductions in our legacy business and some project seasonality. Although Aurora adjusted EBITDA is expected to be down sequentially, we expect it to be up year-over-year.

As we have discussed in the past, Aurora Networks is a project-driven business with timing of projects driving some volatility in quarterly results, both from a revenue and EBITDA perspective. We experienced a strong rebound in revenue and adjusted EBITDA in 2025 as our investments made over the last 3 years on product development positioned us for the pending upgrade cycle. In addition to new products, Aurora realized strong legacy product sales in 2025. The business remains well positioned to take advantage of upgrade cycles while offsetting declines in the legacy business. With the expected decline in legacy products and the impact of stranded costs, partially offset by improving DOCSIS 4.0 revenue, we would expect Aurora adjusted EBITDA to be down in 2026 versus 2025.

Core RUCKUS net sales of $167 million increased by 16% versus the first -- fourth quarter of 2024, driven by stronger market demand as well as our go-to-market initiatives. Core Ruckus adjusted EBITDA of $20 million decreased $5 million from the prior year as a result of increased selling resources and higher variable compensation in 2025. We continue to see strong market conditions driven by the Wi-Fi 7 upgrade cycle. In addition to better market conditions, our investment in sales is allowing us to grow faster than the market. Adjusted EBITDA was impacted by our investment in sales and higher incentive compensation due to stronger-than-expected 2025 results.

Core RUCKUS backlog at the end of 2025 was 19% higher than 2024 ending backlog. We expect the stronger market conditions to remain in 2026. We continue to drive our vertical market strategies and new product initiatives and are well positioned to grow faster than the market as we move into 2026. First quarter revenue and adjusted EBITDA are expected to be in line with fourth quarter. Finally, early in the first quarter, we completed the divestiture of the CCS segment to Amphenol.

Net sales of the segment were $1 billion in the fourth quarter and increased 38% from the prior year. Note that the activity of the segment was reported as discontinued operations, while the assets and liabilities of the segment were reported as held for sale in the fourth quarter.

Turning to slide 9 for an update on cash flow. During the quarter, we generated cash from operations of $281 million and free cash flow of $255 million. As we stated during our third quarter earnings call, we expected cash to be up $250 million from where we started the year, and it ended up $260 million.

Turning to slide 10 for an update on our liquidity and capital structure. During the fourth quarter, our cash and liquidity remained strong. We ended the quarter with $923 million in total available cash and liquidity of $1.54 billion. During the quarter, our cash balance increased by $218 million. In the quarter, we purchased no debt or equity on the open market.

However, going forward, we may continue to use cash opportunistically to buy back equity. The company, including CCS, ended the quarter with a net leverage ratio of 4.8x. As of January 31, 2026, post CCS transaction, we have cash on hand of approximately $2.6 billion. With our current excess cash and the addition of new modest leverage on Vistance Networks, we plan to distribute the excess cash to our shareholders as a special distribution. We expect the special distribution will be at least $10 per share and will be paid no later than the end of April.

We expect the distribution to be a return of basis for tax purposes. Post distribution, we expect to maintain ample liquidity and significant financial flexibility. I will conclude my prepared remarks with commentary around our expectations for 2026. We will continue to focus on running the businesses and delivering results. On the performance side, we experienced strong growth in 2025 in both segments.

As Chuck mentioned earlier, we are projecting adjusted EBITDA in the $350 million to $400 million range. In our Vistance adjusted EBITDA guidepost, we have included approximately $30 million of stranded costs associated with the CCS transaction in 2026. During 2026, a large majority of the stranded costs will be eliminated, and we expect the stranded costs to be minimal when we move into 2027. Within our guidepost, we expect low-teen adjusted EBITDA growth in RUCKUS as we continue to invest in sales and drive our initiatives. Adjusted EBITDA growth in Ruckus will be partially offset by adjusted EBITDA pullback in Aurora as legacy business normalizes after an unusually strong 2025.

And with that, I'd like to give the floor back to Chuck for some closing remarks.

Thank you, Kyle.

In closing, Vistance Networks made significant headway in 2025. If you recall, we started out the year with a net leverage ratio of 7.8x. In January, following the OWN DAS transaction closing, we used those proceeds to pay down a portion of our debt. We then announced the sale of the CCS segment in August of 2025.

During the year, all 3 segments successfully grew on both the top and bottom line. Vistance Networks, including CCS revenue, grew from $4.2 billion to $5.7 billion, an increase of 35% and EBITDA grew from $700 million to $1.3 billion, an increase of 90%. We ended the year with a net leverage ratio, including CCS of 4.8x. It was a great year. And again, I want to thank our employees, customers and shareholders for their support in 2025. I'm excited for 2026 as Vistance is positioned for another strong year.

And with that, we'll now open the line for questions.

(Operator Instructions) Samik Chatterjee, JPMorgan.

Maybe if I can start on the memory sort of challenges that you referenced in your prepared remarks. I just wanted to understand sort of, firstly, how confident are you about sort of getting capacity as you work through 2026 at this point? Are you able to secure sort of the capacity that you need? And how much of an EBITDA impact are you embedding from that in your 2026 guide? And then I have a follow-up.

Okay. Yes. Thanks, Samik, for the question. As discussed in our prepared remarks, like most companies, we are dealing with tight supply, but we're working very closely with our suppliers and customers on availability. We have orders that have been on the books with suppliers for more than a couple of years.

And I believe we're in a relatively good position on supply at this point. We're also looking at redesign options. And in addition to availability, we're dealing with the memory chip price increases in both businesses. And we've successfully passed price most of this cost on to our customer base, and we'd continue to do so if prices continue to increase.

And any impact on EBITDA that you're factoring in? Or is --

We factored in about a $20 million impact as a result of the memory chip price increases. We're passing on most of the price, but there's a little bit of lag in our ability to pass it on.

Got it. Okay. And for my follow-up, the -- I think you mentioned $2.6 billion of cash on hand. You would add some modest leverage before doing the special distribution.

How should I think about minimum cash that you want on the balance sheet to run the business in the current sort of revenue profile? And anything that sort of given that you have the proceeds now, anything that prevents you from accelerating the announcement of the special distribution before sort of April?

Yes. So from a cash perspective, I think we're -- it's probably a couple of hundred million dollars of cash. That's probably conservative. I think we want to maintain the financial flexibility, maybe keep a little bit more cash on the balance sheet. So think about it as a couple of hundred million.

And then in our prepared remarks on the dividend or the distribution, we've talked about end of April north of $10 in the return of basis. So I mean, that's generally what's -- what we're saying about the distribution.

Tim Savageaux, Northland Capital Markets.

A question on the Aurora business. I'm trying to get a sense of the outlook for the year. I know you talked about on the top line. I know you've talked about EBITDA declining. I imagine mix is a big part of that.

So would you expect to be able to grow maybe a little bit on the top line given some of the new wins that you're talking about, especially in the U.S. and see that weakness reflected in margin decline and mix? Or would you expect revenues to be down for the year in Aurora for '26? I have a follow-up.

Yes. Tim, I think we expect the revenue to be up. What's sort of dragging the EBITDA down a little bit in the Aurora business is, as you mentioned, mix. So we had a very strong legacy business revenue last year, which comes at a little bit higher margin than our DOCSIS 4.0 Edge products. And then the other piece that's impacting the EBITDA is, as we mentioned in the prepared remarks, the stranded costs.

So in '26, we'll have some stranded costs. And then as we go through the year, those stranded costs will be removed. So by the time we get to '27, the stranded cost impact to CCS will be minimal, but that will be a drag for us from an EBITDA perspective in '26.

And just to give you a little color on the market overall, we're seeing a resurgence in the DOCSIS upgrade activity that started coming back. And then Comcast is moving forward with FDX at better-than-expected levels. And I would say, in general, we're seeing this uptick across the board and especially where we have a strong position in amplifiers. So that should be positive for us.

Yes. And that was kind of where my second question was heading was, I guess, you described is a key DOCSIS 4.0 win beginning to ship in Q1 '26. Any way you can, I guess, provide any color on the size of that opportunity or how meaningful that could be for the business in terms of that second Tier 1 MSO win driving, I guess, amplifier shipments, in particular, for DOCSIS 4.0 to, I guess, continued record levels.

Yes. I don't think we're going to give the precise number, but it's a meaningful dollar amount. It's tens of millions of dollars of opportunity that comes with that win.

(Operator Instructions) Amit Daryanani, Evercore.

I guess maybe the first question on my side, it looks like at a high level, EBITDA dollars will be flat year-over-year in '26 versus '25. But it sounds like Aurora margins are going to dip down, RUCKUS should go up. I'm wondering if you kind of look at a bit more steady-state scenario, what do you think the optimal or the target margin should be for Aurora and RUCKUS? And is there a specific revenue run rate you need to get there? Or would you really get that through some of the internal cost reduction initiatives?

Yes. I think the way to think about the sort of our flat performance or guide is really has to do with some of the things we talked about in the prepared remarks. We have our stranded costs, as we talked about. We also talked and we've been talking about the last couple of quarters, RUCKUS being helped a little bit by some E&O reversals in '25 that won't repeat in '26. And then we have the impact of the Aurora mix change.

So I think as we look at gross margins in both the businesses, I think what you see in Q4 that on a gross margin basis, that those are the type of gross margins that we'd expect moving forward. I think on the EBITDA side, we will get fixed cost leverage. So as we grow our revenue, which we expect to do in both businesses, we should see some EBITDA percent improvement just based on margin growing off of Q4 -- I mean, revenue growing off of Q4 and that being -- we're getting some fixed cost leverage to drive EBITDA percentage improvement.

I guess I was really wondering if there's a longer-term target from a margin basis on either of the segments or both the segments that you folks would can talk about. And then maybe just separately on RUCKUS very specifically, there seems to be a really good Wi-Fi 7 adoption cycle that seems to be inflecting higher. Just touch on kind of what sort of revenue growth you expect out of RUCKUS in calendar '26? And I just love the competitive narrative you're seeing there against Cisco and HPE, Juniper and everyone else in that space as well.

Yes. So I think on the RUCKUS side of the business, we expect growth in the sort of mid-teens. As we mentioned in the call, I think we can grow faster than the market. We think the market is going to grow sort of plus or minus 10%, particularly the access point market where we have a little bit more mix is growing a little bit faster than the switch market. So strong -- we believe that there's strong market growth, but also with the sales investments we're making in the RUCKUS business, we would expect to be able to grow faster than the market.

So yes, we think we can grow revenue next year in the mid-teens level. Relative to margin profile, I think on EBITDA margins, I think -- thinking about Aurora at 20% EBITDA margins -- adjusted EBITDA margins. And I think RUCKUS, if we're able to -- we feel confident in our ability to grow the revenue faster than the market, leverage some of our fixed costs. I think we think the RUCKUS business, we can manage into the low 20s on an EBITDA margin basis.

George Notter, Wolfe Research.

It's Brenden on for George. I wanted to get a sense of the customer concentration that's left in kind of the overall Aurora Networks business. Is there anything that you guys can share about that? And then could you give a sense for the magnitude of the E&O benefits for RUCKUS, either year-over-year or quarter-over-quarter? Just trying to get a sense for gross margins since you guys are investing in the business, and we're kind of seeing that impact some of the adjusted EBITDA margins.

Yes. So on the second part of your question, the E&O benefit, was about a $25 million impact favorably on our gross margins. On an EBITDA basis, that was partially offset by higher incentive compensation that we paid, which just presentation-wise sits below the gross margin line. So net-net, think about the EBITDA impact that we got between the E&O and the higher incentive compensation, which is just because we had a strong year, is about a $10 million favorable impact to the P&L. And your first part of the question, again?

Customer concentration.

Yes, customer concentration, think about the businesses are very different. Aurora has high customer concentration. RUCKUS doesn't. But net-net, think about our top 3 customers for Vistance represents about 45% of the business.

Thank you. I'm showing no further questions at this time. I would now like to turn it back to Chuck Treadway for closing remarks.

Yes. Thank you for your time today, and we appreciate your interest in our company. and we'd like you to have a great rest of your week. Thank you.

This concludes today's conference call. Thank you for participating. You may now disconnect.