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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 28, 2022

 

 

ACCURAY INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-33301

20-8370041

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1310 Chesapeake Terrace

 

Sunnyvale, California

 

94089

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 408 716-4600

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.001 par value per share

 

ARAY

 

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


 

Item 1.01 Entry into a Material Definitive Agreement.

On October 28, 2022, Accuray Incorporated (the “Company”) entered into the First Amendment to Credit Agreement (the “Amendment”) in respect of its Credit Agreement (the “Existing Credit Agreement”) among the Company, the financial institutions party thereto as lenders and issuing lenders and Silicon Valley Bank as administrative agent, issuing lender and swingline lender. The principal purpose of the Amendment is to relax the requirements of the financial maintenance covenants under the Existing Credit Agreement until the end of the fiscal quarter ending June 30, 2023. The Amendment increased the senior net leverage ratio required by the financial maintenance covenant from 3.00:1.00 to 3.50:1.00, for the fiscal quarter ending December 31, 2022, from 2.50:1.00 to 3.00:1.00 for the fiscal quarter ending March 31, 2023 and from 2.50:1.00 to 2.75:1.00 for the fiscal quarter ending June 30, 2023. The Amendment also reduced the consolidated fixed charge coverage ratio required by the financial maintenance covenants from 1.25:1.00 to 1.10:1.00, for the fiscal quarter ending December 31, 2022, from 1.25:1.00 to 1.15:1.00 for the fiscal quarter ending March 31, 2023 and from 1.25:1.00 to 1.20:1.00 for the fiscal quarter ending June 30, 2023.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending December 31, 2022.

Item 2.02 Results of Operations and Financial Condition.

On November 2, 2022, the Company issued a press release announcing its financial results for the first quarter ended September 30, 2022. A copy of the Company’s press release dated November 2, 2022, titled “Accuray Reports Fiscal 2023 First Quarter Financial Results” is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The foregoing information (including the exhibit hereto) is being furnished under “Item 2.02 Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

Spokespersons of the Company plan to present the information in the presentation attached hereto as Exhibit 99.2 to analysts and investors from time to time on or after November 2, 2022. The presentation will be available on the Company’s Investor Relations website at: http://investors.accuray.com.

 

The furnishing of the attached presentation is not an admission as to the materiality of any information therein. The information contained in the presentation is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report. For important information about forward looking statements, see the slide titled “Forward-Looking Statements” in Exhibit 99.2 attached hereto.

 

The information set forth under Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

 

The information contained in this Item 7.01 disclosure, including Exhibit 99.1 and Exhibit 99.2, is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into a filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

 

Description

99.1

 

Press release dated November 2, 2022, titled “Accuray Reports Fiscal 2023 First Quarter Financial Results”

99.2

 

Accuray First Quarter Fiscal 2023 Earnings Call Presentation.

104

 

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

 

 

2


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

ACCURAY INCORPORATED

 

 

 

 

Date:

November 2, 2022

By:

/s/ Ali Pervaiz

 

 

 

Ali Pervaiz
Senior Vice President & Chief Financial Officer

 

3


EX-99.1 2 aray-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

 

img235950492_0.jpg 

 

 

 

 

Accuray Reports Fiscal 2023 First Quarter Financial Results

 

 

 

Strong customer demand. Navigating FX and Supply Chain Challenges. Company reiterates full year guidance.

 

SUNNYVALE, Calif., November 2, 2022 — Accuray Incorporated (NASDAQ: ARAY) today reported financial results for the first quarter of fiscal 2023 ended September 30, 2022.

 

First Quarter Fiscal 2023 Summary

Gross orders of $69.8 million, were flat versus the prior fiscal year. On a constant currency basis, gross orders compared to the same period in the prior fiscal year increased $4.7 million, a 6.5% growth
Net revenue of $96.5 million represents a decrease of 10% versus the same period in the prior fiscal year mainly driven by supply chain constraints and a $5.8 million foreign exchange headwind on a constant currency basis
GAAP net loss of $5.4 million as compared to GAAP net loss of $1.0 million in the prior fiscal year period. Adjusted EBITDA of $1.9 million as compared to adjusted EBITDA of $5.4 million in the prior fiscal year period

 

Other Recent Operational Highlights

Introduction of VitalHold™* breast cancer treatment package for the Radixact® System in partnership with C-RAD
Data published in The Lancet Oncology indicate men with prostate cancer treated with the CyberKnife® System experienced lower incidence of certain bladder side effects
New, global commercial partnership with GE Healthcare to expand access, advance Precision Radiation Therapy
NMPA regulatory submission completed for Tomo® C, the Joint Venture product for the China Type B segment

 

“I am pleased with a solid start to the year. Demand continues to reflect strong customer adoption for our precision radiation therapy solutions." said Suzanne Winter, Chief Executive Officer. “We remain laser focused on navigating supply chain and macroeconomic challenges including foreign exchange headwinds, delivering on our innovation-driven growth agenda and executing on strategic partnerships that will help us deliver differentiated solutions and create long term value for customers, patients, employees and shareholders.”

 

Fiscal First Quarter Results

Total net revenue was $96.5 million for the first quarter of fiscal 2023 compared to $107.4 million for the prior fiscal year first quarter. Product revenue totaled $44.6 million for the first quarter of fiscal 2023 compared to $52.8 million for the prior fiscal year first quarter, while service revenue totaled $51.9 million for the first quarter of fiscal 2023 compared to $54.7 million in the prior fiscal year first quarter.

Total gross profit for the first quarter of fiscal 2023 was $34.6 million or approximately 35.9 % of total net revenue, compared to total gross profit of $39.5 million or 36.8% of total net revenue in the prior fiscal year first quarter.

 


Operating expenses for the first quarter of fiscal 2023 were $36.8 million, compared to $37.1 million in the prior fiscal year first quarter.

Net loss was $5.4 million, or $(0.06) per share, for the first quarter of fiscal 2023, compared to net loss of $1.0 million, or $(0.01) per share, for the prior fiscal year first quarter.

 

Gross product orders totaled $69.8 million for the first quarter of fiscal 2023 compared to $70.0 million for the prior fiscal year first quarter. Order backlog as of September 30, 2022 was $538.4 million, approximately 11% lower than at the end of the prior fiscal year first quarter due primarily to $51.2 million aging beyond 30 months. Minimal cancellations occurred within the quarter with 1 order cancellation representing $1.5 million.

 

Adjusted EBITDA for the first quarter of fiscal 2023 was $1.9 million, compared to $5.4 million for the prior fiscal year first quarter.

Cash, cash equivalents, and short-term restricted cash were $81.2 million as of September 30, 2022, a decrease of $7.7 million from June 30, 2022.

 

Fiscal Year 2023 Financial Guidance

 

Accuray’s financial guidance is based on current expectations. The following statements are forward-looking and actual results could differ materially depending on market conditions, the impact of the current global economic environment and the Covid-19 pandemic, supply chain disruption, and the factors set forth under “Safe Harbor Statement” below.

 

The company is re-affirming guidance for fiscal year 2023 as follows:

Total revenue is expected in the range of $447.0 million to $455.0 million, representing a year-over-year growth at the midpoint of the range of 5%.
Adjusted EBITDA is expected in the range of $26.0 million to $30.0 million.

 

Guidance for non-GAAP financial measures excludes depreciation and amortization, stock-based compensation expense, interest expense and provision for income taxes. For more information regarding the non-GAAP financial measures discussed in this press release, please see "Use of Non-GAAP Financial Measures" below.

 

Conference Call Information

 

Accuray will host a conference call beginning at 1:30 p.m. PT/4:30 p.m. ET today to discuss results for the first quarter of fiscal 2023 as well as recent corporate developments. Conference call dial-in information is as follows:

U.S. callers: (833) 316-0563
International callers: (412) 317-5747

 

Individuals interested in listening to the live conference call via the Internet may do so by logging on to the Investor Relations section of Accuray’s website, www.accuray.com. There will be a slide presentation accompanying today’s event which can also be accessed on the company’s Investor Relations page at www.accuray.com.

 

In addition, a taped replay of the conference call will be available beginning approximately one hour after the call’s conclusion and will be available for seven days. The replay number is (877) 344-7529 (USA), or (412) 317-0088 (International), Conference ID: 6435845. An archived webcast will also be available on Accuray’s website until Accuray announces its results for the second quarter of fiscal 2023.

 

*510(k) pending. VitalHold is not available for sale in the USA. It is not CE marked and availability is subject to regulatory clearance or approval in some markets

 

Use of Non-GAAP Financial Measures

 

Accuray reports its financial results in accordance with generally accepted accounting principles in the United States (GAAP) and the rules of the SEC. To supplement its financial statements prepared and presented in accordance with GAAP, Accuray uses certain non-GAAP financial measures, such as adjusted EBITDA, gross orders on a constant currency basis and net revenue on a constant currency basis.


 

Accuray has supplemented its GAAP net income (loss) with a non-GAAP measure of adjusted earnings before interest, taxes, depreciation, amortization and stock-based compensation (“adjusted EBITDA”). The calculation of adjusted EBITDA also excludes certain non-recurring, irregular and one-time items. Management believes that this non-GAAP financial measure provides useful supplemental information to management and investors regarding the performance of the company and facilitates a meaningful comparison of results for current periods with previous operating results. A reconciliation of GAAP net income (loss) (the most directly comparable GAAP measure) to non-GAAP adjusted EBITDA is provided in the schedules below.

 

Accuray has also reported certain operating results on a constant currency basis in order to facilitate period-to-period comparisons of its results without regard to the impact of foreign currency exchange rate fluctuations. Management believes disclosure of non-GAAP constant currency results is helpful to investors because it facilitates period-to-period comparisons of the company’s results by increasing the transparency of the underlying performance by excluding the impact of foreign currency exchange rate fluctuations. The GAAP measure most directly comparable to net revenue on a constant currency basis is revenue. Accuray calculates the constant currency amounts by translating local currency amounts in the current period using the same foreign translation rate used in the prior period being compared against rather than the actual exchange rate in effect during the current period.

 

There are limitations in using these non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be directly comparable to similarly titled measures used by other companies. These non-GAAP financial measures should not be considered in isolation or as a substitute for comparable GAAP financial measures. Investors and potential investors should consider non-GAAP financial measures only in conjunction with the company’s consolidated financial statements prepared in accordance with GAAP.

 

About Accuray

 

Accuray Incorporated (Nasdaq: ARAY) is committed to expanding the powerful potential of radiation therapy to improve as many lives as possible. We invent unique, market-changing solutions that are designed to deliver radiation treatments for even the most complex cases—while making commonly treatable cases even easier—to meet the full spectrum of patient needs. We are dedicated to continuous innovation in radiation therapy for oncology, neuro-radiosurgery, and beyond, as we partner with clinicians and administrators, empowering them to help patients get back to their lives, faster. Accuray is headquartered in Sunnyvale, California, with facilities worldwide.

 

Safe Harbor Statement

 

Statements made in this press release that are not statements of historical fact are forward-looking statements and are subject to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release relate, but are not limited, to the company's future results of operations, including expectations regarding: total revenue and adjusted EBITDA; the effect of the global economic environment and the COVID-19 pandemic on the company and the market in general, including with respect to the company’s ability to navigate supply chain, logistics, macroeconomic, and foreign exchange challenges; delivering on the company’s growth agenda and executing on strategic partnerships; creating long term value for customers, patients, employees, and shareholders; expectations regarding commercial strategy and execution as well as growth opportunities; the company’s order and revenue growth and ability to gain market share; the company’s China joint venture and other partnerships, including the timing of any product launches; the company’s product innovations and developments, including those developed with strategic partners, and the ability of such innovations and developments to provide a competitive advantage and expand the market; and the effect of clinical evidence generation. These forward-looking statements involve risks and uncertainties. If any of these risk or uncertainties materialize, or if any of the company’s assumptions prove incorrect, actual results could differ materially from the results express or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the effect of the global macroeconomic environment, including foreign exchange, and the COVID-19 pandemic on the operations of the company and those of its customers and suppliers; disruptions to our supply chain, including increased logistics costs; the company's ability to achieve widespread market acceptance of its products; the company’s ability to realize the expected benefits of the China joint venture and other partnerships; risks inherent in international operations; the company's ability to maintain or increase its gross margins on product sales and services; delays in regulatory approvals or the development or release of new offerings; the company's ability to meet the covenants under its credit facilities; the company's ability to convert backlog to revenue; and such other risks identified under the heading "Risk Factors" in the company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC") on August 17, 2022 and as updated periodically with the company's other filings with the SEC.


 

Forward-looking statements speak only as of the date the statements are made and are based on information available to the company at the time those statements are made and/or management's good faith belief as of that time with respect to future events. The company assumes no obligation to update forward-looking statements to reflect actual performance or results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. Accordingly, investors should not put undue reliance on any forward-looking statements.

 

Aman Patel, CFA

Beth Kaplan

Investor Relations, ICR-Westwicke

Public Relations Director, Accuray

+1 (443) 450-4191

+1 (408) 789-4426

aman.patel@westwicke.com

bkaplan@accuray.com

 

###

 

Financial Tables to Follow

 

 


Accuray Incorporated

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(Unaudited)

 

 

 

For the Three Months
Ended September 30,

 

 

 

2022

 

 

2021

 

Net revenue:

 

 

 

 

 

 

Products

 

$

44,623

 

 

$

52,759

 

Services

 

 

51,870

 

 

 

54,683

 

Total net revenue

 

 

96,493

 

 

 

107,442

 

Cost of revenue:

 

 

 

 

 

 

Cost of products

 

 

28,850

 

 

 

31,509

 

Cost of services

 

 

33,046

 

 

 

36,409

 

Total cost of revenue

 

 

61,896

 

 

 

67,918

 

Gross profit

 

 

34,597

 

 

 

39,524

 

Operating expenses:

 

 

 

 

 

 

Research and development

 

 

14,092

 

 

 

14,382

 

Selling and marketing

 

 

10,795

 

 

 

11,271

 

General and administrative

 

 

11,892

 

 

 

11,460

 

Total operating expenses

 

 

36,779

 

 

 

37,113

 

Income (loss) from operations

 

 

(2,182

)

 

 

2,411

 

Loss on equity method investment, net

 

 

(368

)

 

 

(340

)

Other expense, net

 

 

(2,558

)

 

 

(2,668

)

Loss before provision for income taxes

 

 

(5,108

)

 

 

(597

)

Provision for income taxes

 

 

341

 

 

 

431

 

Net loss

 

$

(5,449

)

 

$

(1,028

)

Net loss per share - basic

 

$

(0.06

)

 

$

(0.01

)

Net loss per share - diluted

 

$

(0.06

)

 

$

(0.01

)

Weighted average common shares used in
   computing loss per share:

 

 

 

 

 

 

Basic

 

 

93,529

 

 

 

90,838

 

Diluted

 

 

93,529

 

 

 

90,838

 

 

 


Accuray Incorporated

Condensed Consolidated Balance Sheets

(in thousands)

(Unaudited)

 

 

 

September 30,

 

 

June 30,

 

 

 

2022

 

 

2022

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

81,007

 

 

$

88,737

 

Restricted cash

 

 

203

 

 

 

204

 

Accounts receivable, net

 

 

77,029

 

 

 

94,442

 

Inventories

 

 

152,624

 

 

 

142,254

 

Prepaid expenses and other current assets

 

 

24,241

 

 

 

23,794

 

Deferred cost of revenue

 

 

161

 

 

 

1,459

 

Total current assets

 

 

335,265

 

 

 

350,890

 

Property and equipment, net

 

 

10,938

 

 

 

12,685

 

Investment in joint venture

 

 

12,776

 

 

 

13,879

 

Operating lease right-of-use assets, net

 

 

26,789

 

 

 

16,798

 

Goodwill

 

 

57,658

 

 

 

57,840

 

Intangible assets, net

 

 

214

 

 

 

250

 

Long-term restricted cash

 

 

1,180

 

 

 

1,213

 

Other assets

 

 

21,529

 

 

 

19,294

 

Total assets

 

$

466,349

 

 

$

472,849

 

Liabilities and equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

32,945

 

 

$

31,337

 

Accrued compensation

 

 

30,890

 

 

 

29,441

 

Operating lease liabilities, current

 

 

4,864

 

 

 

8,567

 

Other accrued liabilities

 

 

30,201

 

 

 

30,285

 

Customer advances

 

 

17,983

 

 

 

25,290

 

Deferred revenue

 

 

69,948

 

 

 

75,375

 

Short-term debt

 

 

5,705

 

 

 

8,563

 

Total current liabilities

 

 

192,536

 

 

 

208,858

 

Operating lease liabilities, non-current

 

 

24,123

 

 

 

10,453

 

Long-term other liabilities

 

 

3,626

 

 

 

3,748

 

Deferred revenue, non-current

 

 

28,453

 

 

 

24,694

 

Long-term debt

 

 

170,620

 

 

 

171,907

 

Total liabilities

 

 

419,358

 

 

 

419,660

 

Equity:

 

 

 

 

 

 

Common stock

 

 

94

 

 

 

94

 

Additional paid-in capital

 

 

546,117

 

 

 

543,211

 

Accumulated other comprehensive income (loss)

 

 

(1,249

)

 

 

2,406

 

Accumulated deficit

 

 

(497,971

)

 

 

(492,522

)

Total equity

 

 

46,991

 

 

 

53,189

 

Total liabilities and equity

 

$

466,349

 

 

$

472,849

 

 


Accuray Incorporated

Summary of Orders and Backlog

(in thousands)

(Unaudited)

 

 

 

 

 

For the Three Months
Ended September 30,

 

 

 

2022

 

 

2021

 

Gross Orders

 

$

69,848

 

 

$

69,984

 

Net Orders

 

 

19,571

 

 

 

40,763

 

Order Backlog

 

 

538,447

 

 

 

602,905

 

 

 

 

 

 

 

Accuray Incorporated

Reconciliation of GAAP Net Income (Loss) to Adjusted Earnings Before Interest, Taxes, Depreciation,

Amortization and Stock-Based Compensation (Adjusted EBITDA)

(in thousands)

(Unaudited)

 

 

 

For the Three Months
Ended September 30,

 

 

 

2022

 

 

2021

 

GAAP net loss

 

$

(5,449

)

 

$

(1,028

)

Depreciation and amortization (a)

 

 

1,176

 

 

 

1,419

 

Stock-based compensation

 

 

2,916

 

 

 

2,516

 

Interest expense, net (b)

 

 

2,256

 

 

 

2,036

 

Provision for income taxes

 

 

341

 

 

 

431

 

ERP and ERP related expenditures

 

 

655

 

 

 

 

Adjusted EBITDA

 

$

1,895

 

 

$

5,374

 

 

(a) consists of depreciation, primarily on property and equipment as well as amortization of intangibles.

(b) consists primarily of interest expense associated with outstanding debt.

 

 

 

 

 


Accuray Incorporated

Forward-Looking Guidance

Reconciliation of Projected Net Income (Loss) to Projected Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Stock-Based Compensation (Adjusted EBITDA)

(in thousands)

(Unaudited)

 

 

 

 

Twelve Months Ending
June 30, 2023

 

 

 

From

 

 

To

 

GAAP net income (loss)

 

$

(3,500

)

 

$

500

 

Depreciation and amortization (a)

 

 

6,300

 

 

 

6,300

 

Stock-based compensation

 

 

11,600

 

 

 

11,600

 

Interest expense, net (b)

 

 

8,000

 

 

 

8,000

 

Provision for income taxes

 

 

2,000

 

 

 

2,000

 

ERP and ERP related expenditures

 

 

1,600

 

 

 

1,600

 

Adjusted EBITDA

 

$

26,000

 

 

$

30,000

 

(a) consists of depreciation, primarily on property and equipment as well as amortization of intangibles.

(b) consists primarily of interest expense associated with outstanding debt.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


EX-99.2 3 aray-ex99_2.htm EX-99.2

Slide 1

Q1’FY23 Earnings Call November 2, 2022


Slide 2

Proprietary and Confidential Property of Accuray Safe Harbor Statement    Statements in this presentation (including the oral commentary that accompanies it) that are not statements of historical fact are forward-looking statements and are subject to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this presentation relate, but are not limited, to: expectations regarding fiscal 2023 full-year adjusted EBITDA and revenue; our positioning and strategy for accelerating revenue growth and market share; expectations regarding our growth catalysts and strategic pillars; expectations regarding ultra hypo-fractionation and the golden-age of radiotherapy; expectations regarding continued rapid adoption of ClearRT; expectations regarding orders growth momentum; expectations regarding new product enhancements or offerings and partnerships; and expectations related to our revenue growth and market share going forward. Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “may,” “will be,” “will continue,” and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to: risks related to the current global economic environment and the effects of the COVID-19 pandemic on our business, financial condition, results of operations or cash flows; disruptions to our supply chain, including increased logistics costs; our ability to achieve widespread market acceptance of our products, including new product offerings and improvements; our ability to develop new products or enhance existing products to meet customers’ needs and compete favorably in the market; our ability to realize the expected benefits of the joint-venture and other partnerships; risks inherent in international operations; our ability to effectively manage our growth; our ability to maintain or increase our gross margins on product sales and services; delays in regulatory approvals or the development or release of new offerings; our ability to meet the covenants under our credit facilities; our ability to convert backlog to revenue; and other risks identified under the heading “Risk Factors” in our annual report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on August 17, 2022, and as updated periodically with our other filings with the SEC.     Forward-looking statements speak only as of the date the statements are made and are based on information available to Accuray at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. Accuray assumes no obligation to update forward-looking statements to reflect actual performance or results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. Accordingly, investors should not place undue reliance on any forward-looking statements.   Non-GAAP Financial Measures    This presentation also contains non-GAAP financial measures.  Management believes that non-GAAP financial measures provide useful supplemental information to management and investors regarding the performance of the company and facilitates a more meaningful comparison of results for current periods with previous operating results.  Additionally, these non-GAAP financial measures assist management in analyzing future trends, making strategic and business decisions, and establishing internal budgets and forecasts.  A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measure is provided in the slides at the end of this presentation.  Accuray has also reported certain operating results on a constant currency basis in order to facilitate period-to-period comparisons of its results without regard to the impact of foreign currency exchange rate fluctuations. Management believes disclosure of non-GAAP constant currency results is helpful to investors because it facilitates period-to-period comparisons of the company’s results by increasing the transparency of the underlying performance by excluding the impact of foreign currency exchange rate fluctuations. Accuray calculates the constant currency amounts by translating local currency amounts in the current period using the same foreign translation rate used in the prior period being compared against rather than the actual exchange rate in effect during the current period.    There are limitations in using these non-GAAP financial measures because they are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies.  These non-GAAP financial measures should not be considered in isolation or as a substitute for GAAP financial measures.  Investors and potential investors should consider non-GAAP financial measures only in conjunction with the company’s consolidated financial statements prepared in accordance with GAAP.   Medical Advice Disclaimer    Accuray Incorporated as a medical device manufacturer cannot and does not recommend specific treatment approaches. Individual results may vary.  Forward-looking Statements This presentation is intended exclusively for investors. It is not intended for use in Sales or Marketing.


Slide 3

Executive Team Suzanne Winter President and CEO Ali Pervaiz Senior Vice President, Chief Financial Officer Sandeep Chalke Senior Vice President, Chief Commercial Officer Jean-Philippe Pignol Senior Vice President, Chief Medical and Technology Officer Jesse Chew Senior Vice President, General Counsel Mike Hoge Senior Vice President, Global Operations Patrick Spine Senior Vice President, Chief Administrative Officer Jim Dennison Senior Vice President, Global Quality & Regulatory Affairs


Slide 4

Accuray Global Leader in Precision Radiation Therapy Leveraging Technology Innovation to Protect Lives and Improve Quality of Life   Systems Installed in Over 60 Countries1 1: As of October 20, 2022 2: Estimated percentage of revenue invested into R&D Installed Base Milestone Expected by End of 2022 Main Manufacturing Facility Madison, WI 22% $430M R&D Spend In FY222 Patents In Portfolio1 14%  392 Key FY22 Financials Total Revenue YOY Product Revenue Growth 1,000th 1,000+ Global Employee Presence1 2 Precision Platforms


Slide 5

Entering the Golden Age of Radiotherapy Technology innovation is powering RT potential as a first-line therapy  Shorter Treatment Regimens Imaging Innovation Correct for CHANGES Powerful Partnerships Clinical Innovation Curative Power Clinically Proven Outcomes Value-based Care CT Sim Image Quality  Same day Scan/Plan/Treat Real Time Correction DURING delivery Plan Correction BETWEEN treatments Interoperability Best-in-Class Solutions Evidence Generation Advanced Education Reduced Patient Burden – Advanced Precision – Clinical Evidence


Slide 6

Key Highlights NMPA regulatory submission completed for Tomo® C, the Joint Venture product for the China Type B segment New, global commercial partnership with GE Healthcare to expand access, advance Precision Radiation Therapy Data published in The Lancet Oncology indicate men with prostate cancer treated with the CyberKnife® System experienced lower incidence of certain bladder side effects Introduction of VitalHold™* breast cancer treatment package for the Radixact® System in partnership with C-RAD *510(k) pending. VitalHold is not available for sale in the USA. It is not CE marked and availability is subject to regulatory clearance or approval in some markets


Slide 7

Q1’FY23 Installations Examples of Accuray Systems installed to positively impact patients’ lives Akita City Hospital Akita, Japan St. Catherine Hospital East Chicago Oscar Lambret Center Lille, France CyberKnife® S7™ System Radixact® System Radixact System


Slide 8

Accuray at ASTRO 2022 *510(k) pending. VitalHold is not available for sale in the USA. It is not CE marked and availability is subject to regulatory clearance or approval in some markets **Works in progress Accuray – C-RAD VitalHold™* unveiling~500 in attendance Most comprehensivebreast cancer solution Deep inspiration breath hold(DIBH) treatments Education Highlights 60+ attendee symposium 15 Accuray Exchange talks 300+ clinical and physics demonstrations Accuray – Brainlab CyberKnife® platform + Brainlab Elements Radiosurgery w/ increased precision in pre-planning Enhance treatment quality Accuray – RaySearch Radixact System + ARTemis Leverage Accuray ClearRT™ imaging, RayStation RayCare Online adaptive solution**


Slide 9

Ultra-Hypofractionation is Ready for Prime-Time 20% Adoption0 growing with Phase II-III clinical evidence 70%5 Breast, prostate, lung cancer,and metastases Patient Mix Phase II-III Trials Fast-Forward PACE-B STARS SABR-COMET Adoption 20% HF UHF0 HF: hypofractionation UHF: ultra-hypofractionation Fast-Forward Trial Local control and toxicity after ultra-hypofractionated is comparable to standard treatment for early-stage breast cancer1 PACE-B Trial Long-term toxicity after SBRT is comparable to hypofractionated for localized prostate cancer2 STARS Trial Long-term survival after SBRT comparable to surgery forearly-stage lung cancer3 SABR-COMET Trial SBRT is associated with an improvement in overall survival for oligometastatic disease4 Growing Clinical Evidence Supports UltraHF Treatments 0 Hypofractionated radiotherapy in the real-world setting: An international ESTRO-GIRO survey 1 Brunt et al. Lancet. 2020;395(10237):1613-1626. doi:10.1016/S0140-6736(20)30932-6 2 Van As et al. Journal of Clinical Oncology 37, no. 7_suppl (March 01, 2019) 1-1. DOI: 10.1200/JCO.2019.37.7_suppl. 3 Murray Brunt et al. Lancet. 2020 May 23;395(10237):1613-1626. doi: 10.1016/S0140-6736(20)30932-6. 4 Harrow et al. International Journal of Radiation Oncology, Biology, Physics. 2022, doi: https://doi.org/10.1016/j.ijrobp.2022.05.004 5 Incidence based model (Globocan data), Fractionation (The Lancet Oncology), Metastatic percentage (Rosenblatt et al.)


Slide 10

ClearRT™: Rapid Adoption of New Standard of Imaging for Radixact® CT-Linac Helical fan-beam kVCT imaging 135 orders and 84 shipments since introduction in Q3’FY21 ClearRT™ Enhanced Imaging introduced at ASTRO Further improves visualization, reduces daily hardware warmupand calibration time Highlights


Slide 11

Q1’FY23 Financials Strong financial performance despite macro headwinds Gross orders $69.8M (0%) Revenues $96.5M (10%) Product $44.6M (15%) Service $51.9M (5%) Op. Expenses $36.8M (1%) R&D $14.1M (2%) SG&A $22.7M (0%) Adj. EBITDA 1 $1.9M (65%) KEY FINANCIAL METRICS $M Q1 Y/Y Highlights Steady orders performance amidst significant currency fluctuations ​ Product revenue decline of 15% dueto supply constraints Service revenue decline of 5% dueto stronger U.S. Dollar OPEX relatively flat through cost management initiatives 1 Adjusted EBITDA is a non-GAAP measure.  Please see Slide 15 for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure 2 Percentages shown on a constant currency basis to facilitate period-to-period comparisons without regard to the impact of foreign currency exchange rate fluctuations Y/Y XFX2 +6.5% (4.8%) (11.4%) +1.7%


Slide 12

Maintaining FY23 Guidance CommunicatedAugust 10, 2022 Revenue Adjusted EBITDA1 $429.9M $22.8M FY23 Guidance Range FY22 Actual $ in millions % = YoY Growth $447M - $455M +4% - 6% $26M - $30M +14% - 32% 1 Adjusted EBITDA is a non-GAAP measure.  Please see Slides 16 and 17 for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure.


Slide 13

In Summary Growing momentum with 32 orders in the quarter Strongest product portfolio and pipeline in company’s history Multiple growth catalysts and global commercial execution Focused on margin expansion and free cash flow Positioned for Long-Term Revenue Growth and Market Share Gain


Slide 14

Thank you


Slide 15

GAAP to Adjusted EBITDA Q1 FY2023 and Q1 FY2022 Actual Reconciliation of Net Income (Loss) to Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Stock-Based Compensation (Adjusted EBITDA) $K GAAP net income (loss) Stock-based compensation Interest expense, net Provision for income taxes Adjusted EBITDA Depreciation and amortization Three Months Ended Sep 30 Three Months Ended Sep 30 2021 2022 $ $ $ $ (5,449) 1,176 2,916 2,256 341 1,895 (1,028) 1,419 2,516 2,036 431 5,374 ERP and ERP related expenditures 655 0


Slide 16

GAAP to Adjusted EBITDA FY2022 and FY2021 Actual Reconciliation of Net Income (Loss) to Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Stock-Based Compensation (Adjusted EBITDA) $K GAAP net income (loss) Stock-based compensation Interest expense, net Provision for income taxes Adjusted EBITDA Depreciation and amortization Twelve Months Ended June 30 Twelve Months Ended June 30 2021 2022 $ $ $ $ (5,347) 5,522 10,600 8,109 3,345 22,823 ($6,311) 6,389 9,332 16,877 1,752 37,987 ERP and ERP related expenditures 594 One-time charge related to debt refinance and convertible exchange 0 0 9,948


Slide 17

GAAP to Adjusted EBITDA FY2023 – Forward Looking Guidance Actual Reconciliation of Net Income (Loss) to Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Stock-Based Compensation (Adjusted EBITDA) $K GAAP net income (loss) Stock-based compensation Interest expense, net Provision for income taxes Adjusted EBITDA Depreciation and amortization Twelve Months Ended June 30, 2023 To From $ $ $ $ (3,500) 6,300 11,600 8,000 2,000 26,000 500 6,300 11,600 8,000 2,000 30,000 ERP and ERP related expenditures 1,600 1,600