Business Context and Reporting Period
Company: Accuray Incorporated (ARAY)
Filing Type: Form 8-K (Current Report)
Date of Report: February 8, 2026
Context: The Company is reporting the discovery of errors in the disclosure of Remaining Performance Obligations (RPO) within previously filed Form 10-K and Form 10-Q reports. Consequently, the Audit Committee has determined that these financial statements and the accompanying audit report should no longer be relied upon.
Key Financial Metrics
The filing does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The Company explicitly states that the errors are isolated to the RPO footnote disclosure and are expected to have no impact on the Balance Sheets, Income Statements, or Statements of Cash Flows included in the previously filed reports.
Material Changes and Errors
- Nature of Error: Incorrect methodology was used to determine if open system and upgrade sales orders met the definition of RPO under ASC 606.
- Specific Issue: The Company incorrectly included open system and upgrade sales order balances (net of historical cancellation rates) in RPO disclosures. Management determined these should be excluded because customer deposits at contract inception do not represent substantive termination penalties.
- Scope of Impact: The errors affect the audited consolidated financial statements for the fiscal year ended June 30, 2025, and unaudited interim statements for all quarters in fiscal 2025, including the quarter ended September 30, 2025.
- Financial Statement Impact: No change to the value of system and upgrade sales orders; no impact on core financial metrics outside of the RPO footnote.
Internal Controls, Remediation, and Outlook
- Internal Control Over Financial Reporting (ICFR): The Company determined that ICFR were not effective as of June 30, 2025, and Disclosure Controls and Procedures (DCP) were not effective for the periods of the Affected Financial Statements.
- Material Weaknesses: Identified weaknesses include inadequate review of footnote schedules and insufficient controls to analyze information required for accurate GAAP disclosure, stemming from an incorrect assessment during the initial adoption of ASC 606.
- Remediation Plan: The Company has commenced efforts to remediate material weaknesses. Details will be provided in upcoming amended filings.
- Upcoming Filings: The Company expects to file Form 10-K/A for the year ended June 30, 2025, and Form 10-Q/A for the quarter ended September 30, 2025. The current Quarterly Report is expected to be filed within the five-day extension period permitted under Rule 12b-25.
- Auditor Communication: Management and the Audit Committee have discussed the matter with Grant Thornton LLP, the independent registered public accounting firm.
Investor Verification Checklist
- Verify the filing of the Form 10-K/A and Form 10-Q/A to confirm the corrected RPO disclosures.
- Review the updated management assessment of Internal Control over Financial Reporting (ICFR) and Disclosure Controls and Procedures (DCP) in the amended filings.
- Monitor the timeline for the filing of the current Quarterly Report to ensure it is submitted within the permitted extension period.
- Assess the specific details of the remediation plan for the identified material weaknesses once disclosed in the amended reports.