安科銳 (ARAY) 2026 財年第四季法說會：服務營收成長，產品營收下滑

重點摘要

• 2026 財年第四季營收年減 21% 至 1.009 億美元。 全年營收下降 12% 至 4.02 億美元，主因產品銷售下滑所致。
• 單季服務營收成長 6% 至 6,010 萬美元，受惠於定價策略調整、裝機基數擴大以及合約外帳單金額增加。服務毛利率由 34.4% 提升至 36.8%。
• 第四季產品營收下滑 42% 至 4,080 萬美元。2026 財年全年產品營收下降 27% 至 1.73 億美元，其中約 5,800 萬美元的降幅歸因於中國市場。
• 第四季調整後 EBITDA 從 940 萬美元升至 1,290 萬美元；全年調整後 EBITDA 則從 2,830 萬美元降至 1,060 萬美元。
• 安科銳 (Accuray) 在 2026 財年創造了超過 2,000 萬美元的成本與毛利改善，超出其 1,200 萬美元的目標。管理層預計 2027 財年將實現約 1,500 萬美元的年化新增改善，具體仍需視需求、成本與總體經濟狀況而定。
• 由於產品需求、關稅、中國市場、中東局勢及更廣泛的地緣政治狀況存在不確定性，該公司未提供 2027 財年營收或調整後 EBITDA 的正式財測。

核心財務數據

安科銳在本季結束時申報的未完工訂單金額約為 3.13 億美元，僅包含 30 個月內的新訂單。現金、現金等價物及受限制現金共計 4,880 萬美元，而淨庫存較上季減少 960 萬美元至 1.471 億美元。

業務與營運表現

服務業務仍是安科銳的主要成長動力。第四季服務營收受惠於合約定價約 140 萬美元，以及裝機基數成長與按工計料金額增加約 180 萬美元。近 90% 的在用系統持續由服務協議覆蓋。

第四季服務毛利率年增 2.4 個百分點至 36.8%。定價策略貢獻 2.3 個百分點，服務勞務成本下降貢獻 5.3 個百分點，部分被關稅以及材料與運費的通膨所抵銷。與上季相比，服務毛利率因定價、零件耗用減少及運費下降而提升 10.7 個百分點。

產品表現持續疲軟。2026 財年產品營收減少 6,500 萬美元，其中包括因地緣政治緊張局勢與關稅不確定性導致中國營收減少約 5,800 萬美元。第四季申報的產品毛利率為 31.7%，但扣除 580 萬美元與關稅相關的有利效益後，管理層計算出的調整後產品毛利率為 17.5%。

商業重組使 2026 財年接單出貨比達到 1.1，低於管理層所設定的 1.2 健康水平。安科銳表示銷售區域重組與領導層變動已基本完成，管理層相信更強大的銷售團隊、產品改進以及更深入的代理商合作，將有助於在 2027 財年獲得更好的訂單獲取表現。

安科銳正進入轉型計畫的第二階段，重點關注差異化技術、進一步降低成本、拓展市場覆蓋率，以及提高服務營收與毛利率。其技術重點包括 Synchrony 動態追蹤管理、ClearRT 體積影像技術，以及由軟體驅動的計畫制定、工作流程與適應性治療功能。

該公司還強調了旨在擴展其影像、軟體、工程、人工智慧 (AI) 及客戶支援能力的合作夥伴關係。其中包括與 Sansoft-HMEAmerica 及研究實驗室簽署的非約束性意向書、與塔塔諮詢服務公司 (Tata Consultancy Services) 擴大合作，以及與威斯康辛大學醫學與公共衛生學院開展的 10 年合作計畫。

資本結構

安科銳宣布與 TCW Asset Management Company, LLC 達成一項交易，旨在增強流動性並降低槓桿率。在獲得股東批准並滿足慣常交割條件的前提下，TCW 將把 4,000 萬美元的定期債務轉換為可轉換特別股，並另外投資 1,500 萬美元購買可轉換特別股。

該特別股享有 8% 的年股息，每股普通股轉換價為 0.50 美元，較宣布時的股價溢價約 105%。TCW 還同意提供最高 500 萬美元的延期支取定期貸款。部分財務承諾豁免至 2027 年 12 月 31 日，預計於 2028 年 3 月 31 日恢復檢測。

安科銳亦計劃進行反向股票分割（併股），具體比例尚待確定，且須獲得股東批准。

管理層展望

管理層未發布 2027 財年營收或調整後 EBITDA 的正式財測。公司預計服務營收將持續成長，透過定價與營運效率提升服務毛利率，嚴格控管營業費用，並從轉型舉措中獲得更多效益。

安科銳預計 2027 財年將實現約 1,500 萬美元的年化新增成本與毛利改善。管理層提醒，實際實現的效益將取決於產品需求、成本環境以及更廣泛的商業與總體經濟狀況。

風險與關注領域

• 產品需求與毛利率仍難以預測，特別是在中國與中東地區。
• 地緣政治發展、貿易政策及關稅不確定性可能會影響訂單、成本與區域銷售。
• 銷售週期較長可能會改變訂單、裝機及營收認列的時間點。
• 產品與區域組合、非 EPA 關稅、零件成本、運費及通膨可能會對毛利率構成壓力。
• TCW 交易的部分內容及擬議的反向股票分割（併股）需經股東批准並滿足其他交割條件。

電話會議完整逐字稿

完整財報電話會議逐字稿

管理層陳述

Operator

Good day, and welcome to the Accuray Fourth Quarter Fiscal 2026 Financial Results Conference Call. [Operator Instructions] Please note this event is being recorded.

I would now like to turn the conference over to Mr. Steve Monroe, Vice President of Corporate Financial Planning and Analysis. Please go ahead, sir.

Stephen Monroe

Thank you, operator, and good afternoon, everyone. Welcome to Accuray's conference call to review financial results for the fourth quarter of fiscal year 2026, which ended June 30, 2026. During our call this afternoon, management will review recent corporate developments. Joining us on today's call are Steve LaNeve, Accuray's President and Chief Executive Officer; and Ali Pervaiz, Accuray's Chief Financial Officer.

Before we begin, I would like to remind everyone that our discussion today includes forward-looking statements. Actual results may differ materially from those contemplated or implied by these forward-looking statements. Factors that could cause actual results to differ materially are outlined in today's earnings release and in our filings with the Securities and Exchange Commission. We undertake no obligation to update any forward-looking statements, except as required by law.

In addition, we will discuss certain non-GAAP financial measures. Reconciliations to the most directly comparable GAAP measures are provided in today's earnings release. There is also a supplemental slide presentation available on the Investor Relations section of our website.

With that, let me turn the call over to Steve LaNeve.

Stephen LaNeve

Thank you, Steve. Good afternoon, and thank you for joining us. Fiscal 2026 was an important year for Accuray. Last October, we began a comprehensive effort to evaluate every aspect of our business, engage with customers around the world, improve accountability and operating discipline and position Accuray for sustainable long-term success. Over the last several quarters, we have streamlined our organization, strengthened commercial leadership, sharpened our strategic focus and our execution, reduce our cost structure, work towards expanding partnerships and taken significant steps to improve our financial position. These actions were all designed with a common objective in mind, building a stronger, more competitive and more profitable Accuray.

While the operating environment remained challenging throughout much of fiscal 2026 due to geopolitical uncertainty, tariff pressures and regional market volatility. We remain focused on the factors within our control and have executed well against the transformation plan we introduced in December of last year. As a result of these actions, Accuray is fundamentally stronger than it was a year ago. We have strengthened our financial foundation, upgraded our people and processes, focused on core competencies by expanding our ecosystem of strategic partners, advanced key technology platforms and service solutions, improved organizational discipline, increased our installed base and are now entering the next phase of our transformation. which consists of decisive steps to strengthen our competitive position, enhance customer value and drive long-term growth in revenues and margins.

One of the most encouraging developments has been the positive response we are seeing from customers, partners and the broader radiation oncology community. The exceptional engagement we experienced at ESTRO 2026 is illustrative of this response. Our booth remained highly active throughout the event. Our clinical symposium with standing room only and the quality of customer discussions was robust. Together, these interactions reinforced our belief that the market increasingly recognizes the value of Accuray's innovation in precision treatment delivery, adaptive therapy, real-time motion management and intelligent software solutions.

Importantly, clinical data presented at ESTRO by global clinical leaders reinforced the growing role of precision, short-course radiotherapy across multiple disease sites. in prostate cancer, presentations from SunrofIL Scientific Institute Italy and the European Institute of Oncology supported the feasibility and early safety of highly precise motion-managed ultra-hypofractionated treatment approaches using the CyberKnife platform. This data is built on broader published evidence space that includes randomized Phase III prostate SBRT data and mature long-term robotic SBRT outcomes showing favorable relapse-free survival with very low severe toxicity.

In breast cancer, investigators shared encouraging clinical global experience with the treatment delivery on both robotic and helical platforms. The National Institute of Oncology, Hungary, reported institutional experience with partial breast irradiation while researchers from the European Institute of Oncology, Italy, provided an update further supporting the feasibility and safety of this approach. Preliminary outcomes from patients treated on the Radixact platform, incorporating the recent introduced vital hold system represented by CHR Mette and bill frees. highlighting the potential of integrated surface-guided radiotherapy and automated breath hold delivery to support precision treatment delivery.

Additional data across kidney, lung, functional radio surgery and other precision radiotherapy use cases further reinforced the breadth of Accuray's clinical relevance across multiple disease sites. These Estro presentations built upon a broader and expanding body of published clinical evidence supporting Accuray technologies. This includes randomized Phase III prostate SBRT data and mature long-term robotic SBRT outcomes demonstrating favorable disease control and low rates of severe toxicity, further strengthening the evidence base that supports our differentiated approach to radiation therapy.

Lastly, ESTRO 2026 was not simply about visibility. It was about momentum. The event translated strong interest into measurable commercial activity which led to a meaningful increase in qualified leads year-over-year. We also saw encouraging traction from the European debut of Stellar as well as continued interest in the unique capabilities of the CyberKnife System. This engagement reinforces our confidence that the investments we have made in innovation, partnerships and commercial execution are gaining traction in the market and creating opportunities for future growth.

This afternoon, I will discuss our progress across 5 areas: number one, financial foundation; number two, strategic partnerships and our ecosystem; number three, differentiated technology; number four, transformation Phase 2 and number five, the FY '27 outlook. Our financial foundation. Let me begin with what I believe is 1 of the most important developments in the company's recent history. Last month, we announced a comprehensive transaction with TCW Asset Management Company, LLC. that fundamentally strengthens our financial position and enhances our ability to execute our strategy. The transaction includes a conversion of $40 million of existing debt in the preferred equity that is convertible into common shares of more than 100% premium to where the common stock was trading immediately prior to the announcement.

A $15 million cash investment in additional convertible preferred equity, additional liquidity available through a delayed broad facility, a covenant holiday through December 2027 and several governance and capital structure enhancements. I will add that certain elements of the transaction, such as the issuance of convertible preferred equity remains subject to shareholder approval and other customary closing conditions, as fairly described in our related Form 8-K filing.

Collectively, these actions would improve liquidity, reduce leverage, enhance financial flexibility and provide a greater runway to execute our strategic priorities. We appreciate the continued support and confidence demonstrated by our partners at TCW. Importantly, these steps allow us to spend less time managing capital constraints and more time investing in our customers, innovation, commercial execution and profitable growth. This transaction was not simply a financing exercise. It was designed to create a stronger foundation for the next phase of Accuray evolution and beyond.

Strategic partnerships and our ecosystem. The second area I would like to discuss is partnerships in our expanding clinical ecosystem. One of the key conclusions that emerge from our transformation work is an actuation to one's resources to the areas where we create the greatest valve by focusing on core competencies and competitive differentiators while partnering with world-class organizations to further accelerate innovation and execution. We have taken important steps to build exactly that type of ecosystem.

Recently, we entered into nonbinding letters of intent with Sansoft-HMEAmerica and research laboratories while continuing to expand our relationship with Tata Consultancy Services. These relationships are intended to strengthen our capabilities across volumetric imaging, software development, adaptive therapy, engineering and customer support while simultaneously producing operational efficiencies that we could not capture on our own.

Additionally, we announced in May, a landmark 10-year strategic collaboration with the University of Wisconsin School of Medicine and Public Health. This relationship is especially meaningful because it builds upon decades of shared innovation. Many of the technologies that helped establish Accuray's helical platform originated from groundbreaking work conducted at the University of Wisconsin.

Today, we are extending that legacy by creating a framework designed to advance adaptive radiation therapy research, education, training, and the next generation of personalized cancer treatment using our stellar adaptive radiation therapy platform. Together, these relationships are allowing us to build an ecosystem that extends our capabilities while enabling Accuray to remain sharply focused on our core competencies. radiation therapy innovation, clinical excellence, treatment delivery, patient outcomes and customer solutions.

By partnering with world-class organizations across imaging, software, engineering, AI and services, we can accelerate innovation, improve execution and increase efficiency [Audio Gap] without having to build every capability internally ourselves. We believe this approach can accelerate innovation while also improving efficiency and scalability across the business over time. Importantly, this is not a onetime effort. We view strategic partnerships as a key pillar of our operating model going forward. We expect to continue expanding our ecosystem with additional partnerships that further enhance our capabilities and create value for customers and shareholders.

Differentiated technology. Innovation remains central to our strategy. As we look ahead, our product road map, including the CyberKnife and Radixact Systems, is increasingly centered around 3 areas of differentiated technology. First is motion management. Synchrony remains 1 of the most differentiated capabilities in radiation therapy and enables clinicians to track and adapt to patient and tumor motion in real time during treatment. Leveraging Accuray's proprietary software and AI-enabled algorithms, Synchrony helps predict, track and compensate for motion throughout treatment. positioning Accuray at the forefront of Intelligent Motion Management.

As precision medicine continues to evolve, we believe the importance of motion management will only increase. Second is imaging. ClearRT continues to provide high-quality volumetric imaging that supports treatment planning, patient positioning, adaptive workflows and clinical decision-making on our Radixact platform. As the field increasingly emphasizes precision and adaptation, Accuray's innovation road map will continue to prioritize enhanced imaging on the Ratings Act and CyberKnife Systems.

Third is software. In response to our voice of customer findings, we continue to invest in precision. VOLO, workflow enhancements and software-enabled treatment optimization capabilities. We believe software will play an increasingly important role in driving both clinical and operational value. Bolo's advanced optimization engine enables faster, high-quality treatment planning while ongoing investments in workflow automation and adaptive treatment capabilities help improve efficiency, support clinician productivity and further differentiate the Accuray treatment platform.

What gives us confidence is not only the technology itself, but also the growing body of supporting clinical evidence. At ESTRO 2026, data presented by key opinion leaders highlighted compelling outcomes across multiple indications, including impressive kidney treatment results and long-term prostate cancer outcomes demonstrating excellent disease control with low toxicity profiles. These clinical findings reinforce our belief that Accuray's differentiated technology platform remains well positioned as radiation oncology increasingly shifts towards adaptive, precise and personalized treatment approaches.

Our transformation Phase II. The first phase of our transformation program focused primarily on creating a more efficient and competitive operating model and a more agile, responsive and accountable enterprise. We streamlined our organization, simplified decision-making, improved accountability, reduce costs, strengthen commercial focus and improved operational discipline. With the incredible efforts of our team, we were able to exceed the financial benefits of our transformation actions.

As we had previously communicated, we were expecting approximately $12 million of cost and margin improvement in fiscal 2026, which represented roughly $25 million of annualized benefit. Through disciplined execution, we ultimately realized more than $20 million of cost and margin improvement during fiscal 2026 versus a target of $12 million. These realized improvements are expected to support approximately $15 million of incremental annualized cost and margin improvement in fiscal 2027. With the degree of contribution depending on product demand levels, the cost environment and broader business and macro conditions.

Now we are entering transformation Phase II. This next stage of Accuray's transformation focuses on the following priorities: differentiated innovation, investing in technologies and capabilities where Accuray possess unique competitive advantages, continuing to lower our cost structure, driving further efficiency, leveraging technology and partnerships and removing complexity throughout the organization. expanded market reach improving commercial execution, strengthening distributor performance, growing customer and channel partner engagement and expanding market penetration globally.

Service revenue and margin expansion, driving growth in service revenues and margins through price optimization more efficient parts and personnel utilization using remote diagnostics and introduction of value-added solutions our customers have been asking for. We believe these initiatives help position us to improve both revenue growth and profitability over time.

As we enter fiscal 2027, we are doing so from a position of greater strength than a year ago. Our priorities remain clear: executing on our transformation initiatives, improving profitability, expanding recurring revenue and creating long-term shareholder value. At the same time, geopolitical developments, trade policy uncertainty, tariff impacts, conditions in China and the Middle East and broader macroeconomic factors continue to create significant uncertainty around product demand and margins.

Given the long sales cycle inherent in our business, these factors can also affect the timing of orders, installations and revenue recognition. As a result, we are not providing formal revenue or adjusted EBITDA guidance for fiscal 2027. Instead, we expect continued growth in service revenue, improved service margins driven primarily by pricing optimization and operational efficiencies, ongoing operating expense discipline and continued benefits from our transformation initiatives. We also expect strategic partnerships to play an increasingly important role in expanding our capabilities while allowing us to remain focused on our core competencies.

While product revenue and margin performance remain difficult to predict, we believe the actions taken over the past year have strengthened the business and improved our ability to execute in fiscal 2027.

With that, I'll turn the call over to Ali.

Ali Pervaiz

Thank you, Steve, and good afternoon, everyone. I would like to begin by thanking our global teams for their focus, commitment and execution throughout this transformational year. Turning to the financial results for fiscal year 2026, fourth quarter and full fiscal year.

Net revenue for the quarter was $100.9 million, which was down 21% versus the prior year on both a reported and constant currency basis. For the full fiscal year, total revenue was $402 million, down 12% from last year and down 14% on a constant currency basis. The decreases for both periods were driven by lower product revenues partially offset by higher service revenue.

Service revenue for the fourth quarter was $60.1 million, up $3.2 million or 6% from the prior year and up 5% on a constant currency basis. Approximately $1.4 million of that increase was attributable to service contract pricing actions, while the remaining $1.8 million increase was driven by an increase in our global installed base and higher out-of-contract time and material billings.

Full year service revenue was $229 million, up $8.3 million or 4% from last year and up 2% on a constant currency basis. The increase was driven by approximately $5.4 million related to service contract pricing actions, while the remaining $2.9 million increase was driven by an increase in our global installed base and higher out-of-contract time and material billings.

The company's contract capture rate defined as a percentage of active systems covered by a service agreement continues to be at nearly 90% across our active installed base.

Product revenue for the fourth quarter was $40.8 million, down $29.9 million or 42% versus the prior year on both a reported and constant currency basis. For the full year, product revenue was $173 million, down $65 million or 27% as compared to the prior year and down 28% on a constant currency basis. Approximately $58 million of that decline was attributable to lower revenue in China versus prior year, resulting from a sustained geopolitical tension and ongoing tariff uncertainty.

Product gross orders for the fourth quarter were approximately $38 million and represented a book-to-bill ratio of 0.9x. For the full year, gross orders totaled $192 million representing a trailing 12-month book-to-bill ratio of 1.1. We ended the fourth quarter with a reported order backlog of approximately $313 million defined to include only orders younger than 30 months.

As we previously stated, we consider our book-to-bill ratio of 1.2 to be a healthy level for our growing backlog. While we fell short of that target in fiscal 2026 as we implemented significant commercial transformation initiatives, including sales region realignment and leadership changes, those foundational actions are now largely complete.

We have strengthened our commercial organization and developing a healthier pipeline, have introduced product improvements and are improving engagement with our distribution partners. We believe these actions position us to improve order intake as we move through fiscal 2027.

Overall, gross profit for the quarter was $35.1 million, representing gross margin of 34.8% compared to gross margins of 30.6% in the prior year. In the fourth quarter, the company recorded favorability of $5.8 million or 5.7 points related to EPA tariff expenses incurred prior to those tariffs being invalidated by the Supreme Court earlier this year.

Additionally, a nonrecurring write-down of an obsolete component unfavorably impacted fiscal 2026 fourth quarter gross margins by 30.5%. For the full year, overall gross profit was $111 million, representing gross margins of 27.7% compared to gross margins of 32.1% in the prior fiscal year. Note that $5.5 million or 95% of the EPA tariff favorability was related to tariff expense that was recognized in fiscal year 2026.

Service gross profit for the quarter was $22.1 million, representing gross margins of 36.8% compared to gross margins of 34.4% in the prior year. Service contract pricing actions drove margins higher by $1.4 million or 2.3 points and lower overall service labor cost structure improved margins by $3.2 million or 5.3 points as compared to the prior year. Offsetting these items was primarily the impact of tariffs as well as inflationary pressures on materials and freight, which had an unfavorable impact of $2.4 million or 4 points.

On a sequential basis, service gross margins were 10.7 points higher than the third quarter of fiscal 2026 driven by favorable pricing, lower parts consumption and lower freight costs. The fourth quarter improvement reflects the benefits of pricing actions and operational initiatives implemented throughout fiscal 2026, which gained momentum during the second half of the year. For the full year, service gross profit was $71 million, representing gross margins of 31% compared to gross margins of 32.6% in the prior year. Service contract pricing actions drove margins higher by $5.4 million or 2.4 points and lower overall service labor cost structure improved margins by $8.3 million or 3.6 points as compared to prior year.

This favorability was primarily offset by higher net parts consumption of approximately $11.2 million or 4.9 points. Product gross profit in the quarter was $12.9 million, representing 31.7% of gross margins compared to 27.5% in the prior year. As noted above, the EPA tariff favorability of $5.8 million or 1.2 points were recorded in the fourth quarter drove product margins higher. Excluding this favorability, pro forma product gross profit was approximately $7.1 million, representing adjusted product gross margins of 17.5%.

The lower product gross margins were also impacted by the unfavorable obsolete inventory impact, higher non-EPA tariff expense and unfavorable product and region mix of product shipments. For the full year, product gross profit was $40.4 million, representing 23.4% of gross margins compared to 31.6% in the prior year. Excluding the $0.3 million EPA tariff favorability related to prior periods to fiscal year 2026, adjusted product gross profit was approximately $40.1 million representing adjusted product gross margins of 23.2%.

The year-over-year decrease was driven by non-iEPtariff expense and unfavorable product and region mix in particular, significantly fewer CyberKnife system shipments to China. Operating expenses in the fourth quarter were $29.6 million compared to $34.7 million in the prior fiscal year. The current year fourth quarter includes $0.7 million of nonrecurring restructuring expenses, which includes severance costs and other costs directly related to our restructuring and transformation plans.

Excluding these restructuring expenses, fourth quarter 2026 operating expenses decreased $5.9 million or 17% versus the prior year. For the full year, operating expenses were $137.9 million compared to $139.1 million in the prior year, excluding restructuring expenses of $16.2 million operating expenses decreased to $121.7 million, a decrease of 13% year-over-year.

As Steve mentioned earlier, our transformation initiatives continue to deliver measurable results in fiscal 2026 generating more than $20 million in bottom line improvements realized during the fiscal year compared to our previously communicated target of $12 million. These benefits are translating into a higher long-term savings opportunity and are expected to support approximately $15 million of incremental annualized cost and margin improvement in fiscal 2027 with the degree of contribution depending upon product demand levels, the cost environment and broader business and macro conditions.

As noted earlier, we recognized $16.2 million of nonrecurring restructuring expenses in fiscal year 2026. As our transformation plan has progressed over the second half of fiscal 2026, we expect restructuring costs related to our transformation plan to be substantially complete. Operating income for the quarter was $5.5 million compared to $4.2 million in the prior year. Operating income for the full year was a loss of $26.4 million compared to income of $7.8 million in the prior year.

Adjusted EBITDA for the quarter was $12.9 million compared to $9.4 million in the prior year. Adjusted EBITDA for the full year was $10.6 million compared to $28.3 million in the prior year. We described the reconciliation between GAAP net income and adjusted EBITDA in our earnings release issued today.

Turning to the balance sheet. Total cash, cash equivalents and restricted cash as of quarter end amounted to $48.8 million compared to $44.4 million at the end of last quarter. The restricted cash is related to required postings for cash flow hedging and tariffs amounting to $8.1 million in the current quarter as compared to $6.4 million at the end of last quarter. Net accounts receivable were $67.4 million, up $2.8 million from the prior quarter.

Our net inventory balance was $147.1 million, down $9.6 million from the prior quarter as finished goods inventory built early in the second half of fiscal 2026 was monetized in the fourth quarter. At the end of the fourth quarter, we had $5 million outstanding on our revolving credit facility. In May, the company drew the full $18 million under its prior preexisting delayed draw term loan facility and used the proceeds to pay off $18 million of outstanding convertible notes that matured on June 1.

We also recently announced a comprehensive transaction with TCW that will significantly strengthen our balance sheet and liquidity position. Under the agreement, TCW will exchange $40 million of existing term debt for convertible preferred equity with an equivalent liquidation preference. The preferred shares will accrue dividends at 8% annually and are convertible into common stock at a conversion price of $0.50 per share, representing an approximately 105% premium to our share price at announcement.

In addition, TCW has made a $15 million convertible preferred equity investment and has agreed to make available a delayed draw term loan of up to $5 million, providing additional liquidity and financial flexibility. The transaction also includes a covenant holiday with certain financial covenants waived through December 31, 2027, and the first covenant testing date set for March 31, 2028, giving us additional runway to execute our strategic priorities and planned investments.

As Steve mentioned earlier, portions of the TCW transaction remains subject to shareholder approval and other customary closing conditions. We look forward to engaging with shareholders as we move through that process. We're excited to continue our partnership with TCW and appreciate their confidence in our transformation plan and long-term opportunity. In addition, we plan to implement a reverse stock split at a ratio still to be determined and subject to stockholder approval, which we believe will better position the company moving forward.

Collectively, these actions would strengthen our capital structure, improve financial flexibility and support our focus on driving sustainable profitability and long-term shareholder value.

Stephen LaNeve

Thank you, Ali. Fiscal 2026 was a year of transformation. Fiscal 2027 is a year of execution. We are strengthening our financial foundation. We are expanding our partnership ecosystem. We sharpened our focus on differentiated technology, we improve the way we operate, and we established the framework for transformation Phase I.

Most importantly, we remain focused on helping customers deliver exceptional patient care while positioning Accuray to generate sustainable long-term value for shareholders.

I will now turn it back over to the operator For Q&A.

Operator

[Operator Instructions] As there are no questions, this will conclude our question-and-answer session. I would like to turn the conference back over to Mr. Steve LaNeve, President and CEO, for any closing remarks. Please go ahead.

Stephen LaNeve

Thank you all for joining our call today. We look forward to speaking with you again later this fall when we report our fiscal 2027 first quarter results. This concludes our earnings call. Thank you.

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.