8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): August 5, 2021

ACCURAY INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-33301	20-8370041
(Commission File Number)	(IRS Employer Identification No.)

1310 Chesapeake Terrace
Sunnyvale, California 94089

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (408) 716-4600

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, par value $0.001 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 2.02. Results of Operations and Financial Condition.

On August 11, 2021, Accuray Incorporated (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended June 30, 2021. A copy of the Company’s press release dated August 11, 2021, titled “Accuray Reports Fourth Quarter and Fiscal 2021 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On August 5, 2021, Shig Hamamatsu provided the Company with notice of his intent to resign from his position as Senior Vice President, Chief Financial Officer of the Company, which resignation will be effective on September 3, 2021. Mr. Hamamatsu’s resignation was not a result of any disagreement with the Company or its Board of Directors, or any matter relating to the Company’s operations, policies or practices.

(c)  On August 10, 2021, the Company’s Board of Directors appointed Brandy Green, 58, as the Company’s Interim Chief Financial Officer, effective September 4, 2021.  Ms. Green has served as the Company’s Vice President, Corporate Controller since September 2020.  Prior to joining the Company, Ms. Green served as VP, Chief Process Officer at Electronics for Imaging, Inc., a company that specializes in digital printing technology that went private in 2019, from January 2018 to September 2020 and VP, Chief Accounting Officer from May 2010 to January 2018.  From May 2008 to May 2010, she served as VP, Corporate Controller at Magellan/MiTAC Digital Corporation, a portable GPS navigation consumer electronics company that is a wholly-owned subsidiary of MiTAC International Corporation.  Prior to that, she served as VP, Finance M&A and Integration at Oracle Corporation, a publicly traded computer technology corporation, from September 2006 to May 2008. Ms. Green began her career Ernst & Young LLP.  Ms. Green received her B.S., Business Administration and Accounting from San Jose State University.  She is a certified public accountant in the state of California.

In connection with her appointment as Interim Chief Financial Officer, the Company and Ms. Green entered into an offer letter for such position (the “Offer Letter”), pursuant to which Ms. Green’s annual base salary and target bonus opportunity will be increased to $385,000 and 50%, respectively.  In addition, as contemplated by the Offer Letter, the Compensation Committee of the Company’s Board of Directors approved granting Ms. Green an award of 30,000 restricted stock units (“RSUs”) under the Company’s 2016 Equity Incentive Plan, effective August 31, 2021 (the “RSU Award”).  One hundred percent (100%) of the RSUs subject to the RSU Award will vest on August 31, 2022, subject to Ms. Green continuing to be an employee of the Company on such date.  

Ms. Green is not a party to any arrangement or understanding regarding her selection as an officer. Ms. Green has no family relationships with any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. Ms. Green is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing description of the Offer Letter is a summary only and is qualified in its entirety by the full text of the Offer Letter, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

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 August 11, 2021. The presentation will be available on the Investor Relations page at Company’s 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.

2

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 Securities Exchange Act of 1934, as amended (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 August 11, 2021, titled “Accuray Reports Fourth Quarter and Fiscal 2021 Financial Results”
99.2	Accuray Fourth Quarter and Fiscal 2021 Earnings Call Presentation.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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 hereunto duly authorized.

	ACCURAY INCORPORATED
Dated: August 11, 2021	By:	/s/ Jesse Chew
		Jesse Chew
		Senior Vice President & General Counsel

4

EX-99.1

Exhibit 99.1

Joe Diaz	Beth Kaplan
Investor Relations, Lytham Partners	Public Relations Director, Accuray
+1 (602) 717-7804	+1 (408) 789-4426
jdiaz@accuray.com	bkaplan@accuray.com

Accuray Reports Fourth Quarter and Fiscal 2021 Financial Results

SUNNYVALE, Calif., August 11, 2021 — Accuray Incorporated (NASDAQ: ARAY) today reported financial results for the fourth quarter and fiscal year ended June 30, 2021.

Q4 Fiscal 2021 and Recent Operating Highlights

• Gross orders of $112.7 million, an increase of 19 percent from the prior year

• Net revenue of $110.9 million, an increase of 17 percent from the prior year

• Net loss of $11.1 million including a one-time charge of $9.9 million associated with debt refinancing; Adjusted EBITDA of $6.7 million

• Extended maturities of both convertible notes and bank debt to 2026 with improved terms on both

• Received CE Mark certification ClearRT™ Helical kVCT Imaging for the Radixact® System

Fiscal Year 2021 Highlights

• Gross orders of $325.9 million and the record ending backlog of $616.4 million

• Net revenue of $396.3 million, an increase of 3.5% from fiscal 2021, including $54.2 million of China Type A system revenue

• GAAP operating income grew to $22.2 million from $12.5 million in the prior year

• Net loss $6.3 million, Adjusted EBITDA of $38.0 million

• Robust demand for ClearRT™ Helical kVCT Imaging for the Radixact® System: 44 global orders received since its commercial release

“Despite the challenging environment caused by the COVID-19 pandemic, we finished fiscal year 2021 on a strong note with 17% year-over-year revenue growth and 19% year-over-year gross order growth in the fourth quarter, both of which were ahead of our expectations,” said Josh Levine, chief executive officer of Accuray. “I am proud of the team's execution during the quarter and for the entire year, considering the challenging operating environment created by the pandemic. In addition to delivering year-over-year revenue growth in fiscal 2021, we aggressively managed expenses and working capital, refinanced our debt with more favorable terms and believe that we have positioned the business for further growth through the successful commercial launch of high impact technology upgrades like ClearRT Helical kVCT Imaging for the Radixact System.  Our product portfolio is the strongest it has ever been and we believe our continued investment in meaningful technology innovations will position the Company for growth going forward.”

Q4 Fiscal 2021 Financial HighlightsGross product orders totaled $112.7 million for the fourth quarter of fiscal 2021 compared to $94.3 million for the prior fiscal year fourth quarter. Ending order backlog was $616.4 million, approximately 2 percent higher than at the end of the prior fiscal year.Total revenue was $110.9 million for the fourth quarter of fiscal 2021 compared to $95.0 million for the prior fiscal year fourth quarter. Product revenue totaled $56.1 million compared to $40.4 million for the prior fiscal year fourth quarter, while service revenue totaled $54.8 million compared to $54.6 million for the prior fiscal year fourth quarter.Total gross profit for the fourth quarter of fiscal 2021 was $43.7 million, or approximately 39.4 percent of sales, comprised of product gross margin of 41.5 percent and service gross margin of 37.3 percent. This compares to total gross profit of $39.7 million, or 41.8 percent of sales, comprised of product gross margin of 45.0 percent and service gross

margin of 39.5percent for the prior fiscal year fourth quarter. Net loss was $11.1 million, or $0.12 per share, for the fourth quarter of fiscal 2021, compared to a net loss of $0.2 million, or $0 per share, for the prior fiscal year fourth quarter.  Net loss for the fourth quarter of fiscal 2021 included a one-time charge of $9.9 million related to the exchange of a significant portion of the Company’s existing 3.75% Convertible Senior Notes due July 2022 for newly issued 3.75% Convertible Senior Notes due May 2026 and the refinancing of the Company’s senior secured revolving credit facility and term loan with new lenders. This one-time charge was recorded as non-operating, other expense in the fourth quarter of fiscal 2021.Adjusted EBITDA for the fourth quarter of fiscal 2021 was $6.7 million, compared to $10.0 million for the prior fiscal year fourth quarter.Cash, cash equivalents, and short-term restricted cash were $116.9 million as of June 30, 2021, a decrease of $13.2 million from March 31, 2021.Fiscal Year 2021 HighlightsFor the fiscal year ended June 30, 2021, gross product orders totaled $325.9 million, representing decline of 13.6 percent compared to the prior fiscal year period.Total revenue was $396.3million for the fiscal year ended June 30, 2021 compared to $382.9 million for the prior fiscal year period. Product revenue totaled $176.6 million compared to $167.3 million for the prior fiscal year period, while service revenue totaled $219.6 million compared to $215.6 million for the prior fiscal year period.Total gross profit for the year ended June 30, 2021 was $159.5 million, or40.3 percent of sales, comprised of product gross margin of 42.2percent and service gross margin of 38.7 percent.This compares to total gross profit of $149.7million, or 39.1 percent of sales, comprised of product gross margin of 42.7 percent and service gross margin of 36.3 percent for the prior fiscal year period.Operating expenses were $137.3 million, as compared to $137.2 million for the prior fiscal year period.Net loss was $6.3 million, or $0.07 per share, for the fiscal year ended June 30, 2021, compared to a net income of $3.8 million, or $0.04 per share, basic, for the prior fiscal year period.

Net loss included an interest expense of $9.9 million related to the exchange of a significant portion of the Company’s existing 3.75% Convertible Senior Notes due July 2022 for newly issued 3.75% Convertible Senior Notes due May 2026 and the refinancing of the Company’s senior secured revolving credit facility and term loan with new lenders. The loss was recorded as non-operating, other expense in the fourth quarter of fiscal 2021.

Prior fiscal year net income included a non-cash, special gain of $13.0 million related to the value of the Company’s capital contribution to its China joint venture in exchange for the Company’s 49 percent equity interest in the joint venture. This gain was recorded as non-operating, other income in the second quarter of fiscal 2020.

Adjusted EBITDA for the fiscal year ended June 30, 2021 was $38.0 million, compared to $27.4 million for the prior fiscal year period. Fiscal Year 2022 Financial Guidance

The Company is introducing guidance for fiscal year 2022 as follows:

• Total revenue is expected to range between $410.0 million to $420.0 million, representing a year-over year growth at the midpoint of the range of 5%.  

• Adjusted EBITDA is expected to range between $32.0 million to $35.0 million.

Guidance for non-GAAP financial measures excludes depreciation and amortization, stock-based compensation expense, interest expenseand 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.

CFO Departure

Shig Hamamatsu, Accuray’s Chief Financial Officer, announced his resignation from the Company to pursue an opportunity in another industry. Mr. Hamamatsu will continue as Chief Financial Officer through September 3, 2021 to help ensure a smooth transition. The Company has appointed Brandy Green, the Company’s Vice President, Corporate Controller, as Interim Chief Financial Officer effective September 4, 2021 and has initiated a national search to identify a permanent replacement.  

“I want to thank Shig for all his contributions to Accuray during his tenure,” said Josh Levine, chief executive officer of Accuray.  “He was integral in helping us navigate the COVID-19 pandemic, strengthening our balance sheet, and positioning us for long-term growth.”

Conference Call InformationAccuray will host a conference call beginning at 1:30 p.m. PT/4:30 p.m. ET today to discuss results for the fourth quarter of fiscal 2021 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: 10158497. An archived webcast will also be available on Accuray’s website until Accuray announces its results for the first quarter of fiscal 2022.

Use of Non-GAAP Financial Measures

Accuray has supplemented its GAAP net 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, including the non-cash, special gain related to Accuray’s capital contribution to the China joint venture, one-time charge related to the refinancing of the Company’s debt and convertible notes exchange, and costs associated with reduction of staff. 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.

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.

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; expectations regarding the effect of the COVID-19 pandemic on the Company and the market in general; expectations regarding the Company’s commercial strategy, including with respect to future sales in China and other underpenetrated markets; expectations regarding the Company’s China joint venture,; expectations regarding the Company’s product innovations and developments; expectations regarding the Company’s product portfolio and its ability to position the Company for growth; the impact of the Company’s products on its customers and its business, and market adoption of such products, including with respect to the Company’s Synchrony on Radixact, CyberKnife S7 System and Clear RT Helical kVCT Imaging upgrades as well as other strategic product innovations; expectations regarding the future of radiotherapy treatment; and the Company's leadership position in radiation oncology innovation and technologies.  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 COVID-19 pandemic on the operations of the Company and those of its customers and suppliers; the Company's ability to achieve widespread market acceptance of its products, including new product and software offerings; the Company’s ability to develop new products or enhance existing products to meet customers’ needs and compete favorably in the market, the Company’s ability to effectively integrate and execute the joint venture, the Company’s ability to realize the expected benefits of the joint venture; the ability of customers in China to obtain Class A or B user licenses to purchase radiotherapy systems; risks inherent in international operations; the Company's ability to effectively manage its growth; 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 Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the "SEC") on April 30, 2021 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.

###

Financial Tables to Follow

Accuray Incorporated

Consolidated Statements of Operations

(in thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,						Twelve Months Ended June 30,
	2021			2020			2021			2020
Gross Orders	$	112,672		$	94,293		$	325,929		$	377,295
Net Orders		63,038			74,607			191,881			280,537
Order Backlog		616,399			602,713			616,399			602,713
Net revenue:
Products	$	56,145		$	40,410		$	176,647		$	167,302
Services		54,791			54,567			219,642			215,626
Total net revenue		110,936			94,977			396,289			382,928
Cost of revenue:
Cost of products		32,863			22,221			102,100			95,882
Cost of services		34,342			33,011			134,682			137,325
Total cost of revenue		67,205			55,232			236,782			233,207
Gross profit		43,731			39,745			159,507			149,721
Operating expenses:
Research and development		15,357			12,215			52,729			49,784
Selling and marketing		13,007			11,555			42,820			47,254
General and administrative		11,225			10,748			41,723			40,144
Total operating expenses		39,589			34,518			137,272			137,182
Income from operations		4,142			5,227			22,235			12,539
Income (loss) on equity investment, net		(149	)		(371	)		872			(149	)
Other expense, net		(14,685	)		(4,746	)		(27,666	)		(6,700	)
Income (loss) before provision for income taxes		(10,692	)		110			(4,559	)		5,690
Provision for income taxes		400			262			1,752			1,863
Net income (loss)	$	(11,092	)	$	(152	)	$	(6,311	)	$	3,827
Net income (loss) per share - basic	$	(0.12	)	$	(0.00	)	$	(0.07	)	$	0.04
Net income (loss) per share - diluted	$	(0.12	)	$	(0.00	)	$	(0.07	)	$	0.04
Weighted average common shares used in    computing income (loss) per share:
Basic		91,613			90,748			92,031			89,874
Diluted		91,613			90,748			92,031			90,623

Accuray Incorporated

Consolidated Balance Sheets

(in thousands)

(Unaudited)

	June 30,			June 30,
	2021			2020
Assets
Current assets:
Cash and cash equivalents	$	116,369		$	107,577
Restricted cash		560			997
Accounts receivable, net		85,360			90,599
Inventories		125,929			134,374
Prepaid expenses and other current assets		21,547			21,227
Deferred cost of revenue		3,008			2,712
Total current assets		352,773			357,486
Property and equipment, net		12,332			15,349
Investment in joint venture		15,935			13,929
Goodwill		57,960			57,717
Intangible assets, net		435			663
Operating lease right-of-use assets		22,522			28,647
Other assets		18,141			17,136
Total assets	$	480,098		$	490,927
Liabilities and equity
Current liabilities:
Accounts payable	$	19,467		$	23,126
Accrued compensation		26,865			17,963
Operating lease liabilities, current		8,169			8,224
Other accrued liabilities		27,471			27,180
Customer advances		24,937			22,571
Deferred revenue		81,660			83,207
Short-term debt		3,790			—
Total current liabilities		192,359			182,271
Long-term other liabilities		7,766			7,416
Deferred revenue		23,685			24,125
Operating lease liabilities, non-current		17,441			24,173
Long-term debt		170,007			189,307
Total liabilities		411,258			427,292
Equity:
Common stock		91			91
Additional paid-in capital		554,680			545,741
Accumulated other comprehensive income (loss)		2,093			(484	)
Accumulated deficit		(488,024	)		(481,713	)
Total equity		68,840			63,635
Total liabilities and equity	$	480,098		$	490,927

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)

	Three Months Ended June 30,						Twelve Months Ended June 30,
	2021			2020			2021			2020
GAAP net income (loss)	$	(11,092	)	$	(152	)	$	(6,311	)	$	3,827
Depreciation and amortization		1,498			1,960			6,389			7,526
Stock-based compensation		2,236			2,287			9,332			8,152
Interest expense, net		3,734			4,590			16,877			17,986
One-time charge related to debt refinance and convertible notes exchange (a)		9,948			—			9,948			—
Gain on contribution to equity method investment in joint venture (b)		—			—			—			(12,965	)
Cost savings initiative (c)		—			1,058			—			1,058
Provision for income taxes		400			262			1,752			1,863
Adjusted EBITDA	$	6,724		$	10,005		$	37,987		$	27,447

(a) consists one-time charge related to the exchange of our 3.75% Convertible Notes due 2022 for our new 3.75% Convertible Notes due 2026 and the refinancing of revolving credit facility and term loan.

(b) consists of non-cash gain related to the value of the Company’s capital contribution to the China joint venture.

(c) consists of costs associated with reduction of staff.

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, 2022
	From			To
GAAP net income (loss)	$	(800	)	$	2,200
Depreciation and amortization (a)		6,400			6,400
Stock-based compensation		10,200			10,200
Interest expense, net (b)		13,400			13,400
Provision for income taxes		2,800			2,800
Adjusted EBITDA	$	32,000		$	35,000

(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

Q4’FY21 Earnings Call Fiscal Year End 2021 August 11, 2021

Proprietary and Confidential Property of Accuray FORWARD-LOOKING STATEMENTS This presentation is intended exclusively for investors. It is not intended for use in Sales or Marketing 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: our results of operations, including expectations regarding total revenue and adjusted EBITDA as well as R&D expense and revenue conversion from China Type A sales; expectations regarding new product enhancements or offerings; our growth catalysts and drivers of revenue growth; expectations regarding operating leverage; ; expectations related to the market opportunity in China and our joint venture in China; our ability to continue to innovate and execute on our product portfolio and pipeline; expectations regarding system revenue contributions from China; expectations regarding the impact of the COVID-19 pandemic on the company; and expectations regarding our ability to accelerate revenue growth, gain market share and expand margin through fiscal year 2024. Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “may,” “will be,” “will continue,” “will likely result,” 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: the effects of the COVID-19 pandemic on our business, financial condition, results of operations or cash flows; 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 effectively integrate and execute the joint venture; our ability to realize the expected benefits of the joint venture; risks and uncertainties related to future Type A and B license announcements in China; 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 quarterly report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2021, 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 Slides 14, 15, and 16. 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.

Executive Summary Q4’FY21 Proprietary and Confidential Property of Accuray Strong revenue performance with 17% Q4 Y/Y revenue growth Record orders and $616M backlog with 19% Q4 Y/Y order growth Received CE marking for ClearRT™ helical kVCT imaging 3% net installed base growth driving future recurring service and upgrade revenues Extended maturities of convertible notes and bank debt to 2026 with improved terms. Lowered cash interest costs by ~$2M/year

Proprietary and Confidential Property of Accuray Our Vision: Expand the Power of Radiation Therapy to Improve Patient Lives Easy patient experience Non-invasive Improved outcomes and quality of life Hope New therapeutic options Powerful ~ 3 Million patients treated in FY21

What We Accomplished in FY21 Proprietary and Confidential Property of Accuray Accelerated investment in R&D pipeline 44 ClearRT™ orders 76 new system installations Continued progress in China; $65M in system revenue, 195% Y/Y growth Successful global product launches (ClearRT™, CyberKnife® S7™) 3.5% Y/Y REVENUE GROWTH RECORD BACKLOG $616M GREW GLOBAL IB to 961 Units Achieved #2 market share position in Japan Growth Catalysts Note: Backlog $s and IB units as of June 30 2021.

Proprietary and Confidential Property of Accuray Gross Order Performance by Region in Q4 AMS 8% Q4 Y/Y EIMEA Flat Q4 Y/Y APAC 119% Q4 Y/Y JAPAN -7 % Q4 Y/Y +19% Q4 Y/Y Global Order Performance Note: Percentages above are calculated using actual dollars for Orders.

Proprietary and Confidential Property of Accuray CyberKnife® S7™ 360° helical delivery system Simple to complex treatments Radixact® / TomoTherapy® Accuray-only technology Delivering more. Better. Faster. ClearRT™ Synchrony® Robotic delivery system 25 years leadership SRS/SBRT Motion detection and real-time delivery adaptation Superior kVCT imaging ClearRT™ “We were impressed, intrigued, & surprised – we expected ClearRT helical fan-beam CT would be superior to cone-beam CT, but didn’t expect to have trouble distinguishing ClearRT images from diagnostic CT.” Synchrony® “The ability to actually track the tumor and treat it with the smallest field in real-time is the way to go, and only Synchrony can do that.” Positioned to Win in Value Based Care Dr. Christopher J. Schultz, M.D. Froedtert & the Medical College of Wisconsin Dr. Lane Rosen, M.D. Willis-Knighton Cancer Center, Shreveport, LA ClearRT™ Synchrony®

China: Strong Business Progress China facility, training center, CIIE tradeshow exhibit Proprietary and Confidential Property of Accuray Radixact® X5 CIIE Launch Unique JV partnership strategy 195% revenue growth FY21 80% market share in RT Type A segment On track for China-made market intro into high growth Type B segment Factory and training center complete

Q4 and FY21 Financials Proprietary and Confidential Property of Accuray Gross orders $113M 19% $326M (14%) Revenues $111M 17% $396M 3% Product $56M 39% $177M 6% Service $55M 0% $220M 2% Op. Expenses $39.6M 15% $137.2M 0.1% R&D $15.4M 26% $52.7M 6% SG&A $24.2M 9% $84.5M (3%) Adj. EBITDA $6.7M (33%) $38M 38% KEY FINANCIAL METRICS $M Q4 Y/Y Highlights COVID impact reflective on Y/Y orders. New product innovation driving order momentum in Q4 Strong Y/Y revenue growth in Q4 driven by China and Japan Installed base growth driving Y/Y annual service revenue increase FY21 Y/Y Note: Adjusted EBITDA is a non-GAAP measure.  Please see Slide 14 for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure.

Guidance for FY22 Proprietary and Confidential Property of Accuray Revenue: $410M - $420M Expected Revenue Growth: >4% (5% midpoint) Adjusted EBITDA1 : $32M - $35M Adjusted EBITDA is a non-GAAP measure.  Please see Slide 15 for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure. Adjusted EBITDA is a non-GAAP measure.  Please see Slide 16 for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure. Revenue guidance expected drivers: Innovation: strong commercialization of new product introductions (Synchrony® and ClearRT™ on Radixact®) to drive incremental wins, trade-in, trade-up and upgrades China: solid, steady China Type A revenue conversion to continue Balanced regional performance: improved AMS performance and Japan and EIMEA demand Adjusted EBITDA1 guidance, down ~$3-6M from FY21 primarily due to expected: Normalization of expenses commensurate with continued market recovery towards 2H’FY22 Full year impact of FY21 R&D investment and additional strategic investments to accelerate revenue Significantly improved operational leverage vs. FY19 (the last full pre-Covid year): Midpoint of FY22 adj. EBITDA guidance of $33.5M represents 41% growth over FY192 at relatively same levels of revenue FY22 guidance implies $17-18M reduction in SG&A spend vs. FY19, enabling increased R&D investment in FY22 Expect FY22 R&D spend to represent 14-15% of revenue to drive continued innovation and top-line growth

In Summary Proprietary and Confidential Property of Accuray Entering FY22 With Accelerating Momentum Strongest Product Portfolio and Pipeline in Company’s History Multiple Growth Catalysts and Global Commercial Execution Strengthened Leadership Team and Operational Foundation Positioned for Accelerated Revenue Growth, Market Share Gains and Margin Expansion Through FY24

Proprietary and Confidential Property of Accuray Save the Date: Accuray Annual Investor Day To take place during 2021 ASTRO Annual Meeting Monday, October 25th, 2021 (post market close) Marriott Marquis Chicago Details to follow in coming days

Proprietary and Confidential Property of Accuray THANK YOU

Proprietary and Confidential Property of Accuray GAAP to Adjusted EBITDA FY2021 Actual Reconciliation of Net Income (Loss) to Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Stock-Based Compensation (Adjusted EBITDA) $K Three Months Ended June 30 Twelve Months Ended June 30 2021 2020 2021 2020 GAAP net income (loss) $ (11,092 ) $ (152 ) $ (6,311 ) $ 3,827 Depreciation and amortization 1,498 1,960 6,389 7,526 Stock-based compensation 2,236 2,287 9,332 8,152 Interest expense, net 3,734 4,590 16,877 17,986 One-time charge related to debt refinance and convertible exchange (a) 9,948 — 9,948 — Gain on contribution to equity method investment in joint venture (b) — — — (12,965 ) Cost savings initiative (c) — 1,058 — 1,058 Provision for income taxes 400 262 1,752 1,863 Adjusted EBITDA $ 6,724 $ 10,005 $ 37,987 $ 27,447 (a) consists of one-time charge related to the exchange of our 3.75% Convertible Senior Notes due July 2022 for our new 3.75% Convertible Senior Notes due May 2026 and the refinancing of our senior secured revolving credit facility and term loan with new lenders. (b) consists of non-cash gain related to the value of the Company’s capital contribution to the China joint venture. (c) consists of costs associated with reduction of staff.

Proprietary and Confidential Property of Accuray GAAP to Adjusted EBITDA FY2022 Guidance Projected Guidance Reconciliation of Net Income (Loss) to Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Stock-Based Compensation (Adjusted EBITDA) $K Twelve Months Ended Projection for June 30, 2022 Low High GAAP net income (loss) $ (800) $ 2,200 Depreciation and amortization 6,400 6,400 Stock-based compensation 10,200 10,200 Interest expense, net 13,400 13,400 Provision for income taxes 2,800 2,800 Adjusted EBITDA $ 32,000 $ 35,000

Proprietary and Confidential Property of Accuray GAAP to Adjusted EBITDA FY2019 Actual Reconciliation of Net Income (Loss) to Adjusted Earnings Before Interest, Taxes, Depreciation, Amortization and Stock-Based Compensation (Adjusted EBITDA) $K Three Months Ended June 30 Twelve Months Ended June 30 2019 2019 GAAP net income (loss) $ (1,400) $ (16,430) Depreciation and amortization 2,178 8,266 Stock-based compensation 2,822 10,601 Interest expense, net 3,973 15,015 Impairment charge(a) — 3,707 Cost savings initiative (b) 511 1,509 Gain on lease termination (c) (1,007) Provision for income taxes 864 2,086 Adjusted EBITDA $ 8,948 $ 23,747 (a) consists of an accounts receivable impairment charge related to one customer in the first quarter of 2019 (b) consists of costs associated with reduction of staff (c) consists of a non-cash reversal of deferred rent related to a facility lease that was terminated

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Document and Entity Information	Aug. 05, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 05, 2021
Entity Registrant Name	ACCURAY INCORPORATED
Entity Central Index Key	0001138723
Entity File Number	001-33301
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-8370041
Entity Address, Address Line One	1310 Chesapeake Terrace
Entity Address, City or Town	Sunnyvale
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94089
City Area Code	408
Local Phone Number	716-4600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	ARAY
Security Exchange Name	NASDAQ