ULY Urgent ly Inc

Urgent.ly Inc. (Nasdaq: ULY) (“Urgently”), a U.S.-based leading provider of digital roadside and mobility assistance technology and services, today reported financial results for the second quarter ended June 30, 2024.

“We are pleased with our second quarter results, which were in line with our revenue expectations. I am proud of the effort across the entire team to deliver renewals of all three customer partner contracts that were set to conclude, and which collectively generated more than one third of our revenue for the second quarter. In addition, we secured new customer partners as well as contract expansion within our existing customer partners, and we had no terminations. We believe these renewals and new wins are a further validation of the significant value we deliver to our customer partners, through the strength of our service and cutting-edge technology,” said Matt Booth, CEO of Urgently.

Second Quarter 2024 Updates:

• Revenue of $34.5 million, a decrease of 21% year over year.
• Gross profit of $7.3 million, a decrease of 21% year over year.
• Gross margin of 21%, consistent with the prior year period.
• GAAP operating loss of $8.3 million compared to $6.1 million in the prior year period, an increase of 36%.
• Non-GAAP operating loss of $6.2 million compared to $4.1 million in the prior year period, an increase of 49%.
• Approximately 205,000 dispatches completed.
• Consumer satisfaction score of 4.5 out of 5 stars.

Second Quarter Year-to-Date 2024 Updates:

• Revenue of $74.6 million, a decrease of 20% year over year.
• Gross profit of $16.7 million, a decrease of 10% year over year.
• Gross margin of 22% compared to 20% in the prior year period.
• GAAP operating loss of $16.7 million compared to $16.5 million in the prior year period, an increase of 1%.
• Non-GAAP operating loss of $11.3 million compared to $9.6 million in the prior year period, an increase of 18%.
• Principal debt reduction of $17.5 million to $54.3 million as of June 30, 2024 from $71.8 million as of December 31, 2023.
• Approximately 436,000 dispatches completed.
• Consumer satisfaction score of 4.6 out of 5 stars.

Earnings Conference Call

Urgently will host a conference call to discuss the second quarter 2024 financial results on August 12, 2024 at 5:00 p.m. Eastern Time. The conference call can be accessed live over the phone by dialing 1-888-243-4451 (USA) or 1-412-317-6789 (International). The conference call replay will be available from 8:00 p.m. Eastern Time on August 12, 2024, through August 26, 2024, by dialing 1-877-344-7529 (USA) or 1-412-317-0088 (International). The replay passcode will be 1485691.

About Urgently

Urgently is focused on helping everyone move safely, without disruption, by safeguarding drivers, promptly assisting their journey, and employing technology to proactively avert possible issues. The company’s digitally native software platform combines location-based services, real-time data, AI and machine-to-machine communication to power roadside assistance solutions for leading brands across automotive, insurance, telematics and other transportation-focused verticals. Urgently fulfills the demand for connected roadside assistance services, enabling its partners to deliver exceptional user experiences that drive high customer satisfaction and loyalty, by delivering innovative, transparent and exceptional connected mobility assistance experiences on a global scale. For more information, visit www.geturgently.com.

For media and investment inquiries, please contact:

Press: media@geturgently.com

Investor Relations: investorrelations@geturgently.com

Non-GAAP Financial Measures

In addition to our financial information presented in accordance with GAAP, we believe Non-GAAP Operating Loss is useful to investors in evaluating our operating performance. We use the non-GAAP financial measure to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that the non-GAAP financial measure, when taken together with the corresponding GAAP financial measure, may be helpful to investors because it provides consistency and comparability with past financial performance and meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations, or outlook. The non-GAAP financial measure is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP and may be different from a similarly-titled non-GAAP financial measure used by other companies. In addition, other companies, including companies in our industry, may calculate a similarly-titled non-GAAP financial measure differently or may use other measures to evaluate their performance, which could reduce the usefulness of the non-GAAP financial measure presented herein as a tool for comparison.

A reconciliation is provided below for the non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measure and the reconciliation of the non-GAAP financial measure to our most directly comparable GAAP financial measure, and not to rely on any single financial measure to evaluate our business. We define Non-GAAP Operating Loss as operating loss, excluding depreciation and amortization expense, stock-based compensation expense, and non-recurring charges (or income) such as transaction and restructuring costs.

For a discussion of Non-GAAP Operating Expenses, please see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Urgently’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, which will be filed with the SEC by August 14, 2024.

Forward Looking Statements

This press release contains or may contain “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or Urgently’s future financial or operating performance.  Such statements are based upon current plans, estimates and expectations of management of Urgently in light of historical results and trends, current conditions and potential future developments, and are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Forward-looking terms such as “may,” “will,” “could,” “should,” “would,” “plan,” “potential,” “intend,” “anticipate,” “project,” “predict,” “target,” “believe,” “continue,” “estimate” or “expect” or the negative of these words or other words, terms and phrases of similar nature are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. All statements, other than historical facts, including, without limitation, statements regarding Urgently’s profitability; the expected benefits of the Merger; the market position of the combined company against current and future competitors; and any assumptions underlying any of the foregoing, are forward-looking statements.

There are a significant number of factors that could cause actual results to differ materially from statements made in this press release and our earnings call, including but not limited to: risks associated with our ability to raise funds through future financings and the sufficiency of our cash and cash equivalents to meet our liquidity needs; our history of losses; our limited operating history; our ability to integrate and realize potential benefits from the Merger; our ability to service our debt and comply with our debt agreements; our ability to retain customers and expand existing customers’ use of our platform; our ability to attract new customers; our ability to expand into new solutions, technologies and geographic regions; our ability to adequately forecast consumer demand and optimize our network of service providers; our ability to compete in the markets in which we participate; our ability to comply with laws and regulations applicable to our business; the ongoing review of our financial statements by our auditors and the potential for further adjustments identified in connection with the completion of audit procedures; and expectations regarding the impact of weather events, natural disasters or health epidemics, including the COVID-19 pandemic and the war between Hamas and Israel, on our business. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in our filings with the Securities and Exchange Commission (“SEC”), including in our annual report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on March 29, 2024, our quarterly reports on Form 10-Q, and other filings and reports that we may file from time to time with the SEC. Forward-looking statements represent our beliefs and assumptions only as of the date of this press release. We disclaim any obligation to update forward-looking statements.

Consolidated Balance Sheets(in thousands)(unaudited)

		June 30, 2024				December 31, 2023
Assets
Current assets:
Cash and cash equivalents		$	24,798			$	38,256
Marketable securities and short-term deposits			4,511				31,355
Accounts receivable, net			25,026				33,905
Prepaid expenses and other current assets			2,895				4,349
Total current assets			57,230				107,865
Right-of-use assets			2,118				2,437
Property and equipment, net			455				871
Capitalized software costs, net			2,495				—
Intangible assets, net			7,578				9,283
Other non-current assets			968				738
Total assets		$	70,844			$	121,194
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable		$	3,459			$	4,478
Accrued expenses and other current liabilities			25,625				22,730
Current lease liabilities			664				710
Current portion of long-term debt, net			53,272				3,193
Total current liabilities			83,020				31,111
Long-term lease liabilities			1,733				2,045
Long-term debt, net			—				66,076
Other long-term liabilities			39				12,358
Total liabilities			84,792				111,590
Stockholders’ equity (deficit):
Common stock			13				13
Additional paid-in capital			165,934				164,920
Accumulated deficit			(179,451	)			(154,769	)
Accumulated other comprehensive loss			(444	)			(560	)
Total stockholders’ equity (deficit)			(13,948	)			9,604
Total liabilities and stockholders’ equity (deficit)		$	70,844			$	121,194

Consolidated Statements of Operations (in thousands, except per share amounts)(unaudited)

		Three Months Ended June 30,								Six Months Ended June 30,
		2024				2023				2024				2023
Revenue		$	34,537			$	43,977			$	74,629			$	93,555
Cost of revenue			27,207				34,717				57,948				75,036
Gross profit			7,330				9,260				16,681				18,519
Operating expenses:
Research and development			3,797				3,668				8,040				7,410
Sales and marketing			1,616				875				3,635				1,947
Operations and support			3,572				6,046				7,893				13,247
General and administrative			5,581				4,757				11,595				12,237
Depreciation and amortization			1,104				62				2,206				134
Total operating expenses			15,670				15,408				33,369				34,975
Operating loss			(8,340	)			(6,148	)			(16,688	)			(16,456	)
Other income (expense), net:
Interest expense, net			(3,345	)			(13,219	)			(7,134	)			(24,170	)
Change in fair value of derivative and warrant liabilities			—				9,065				—				12,587
Change in fair value of accrued purchase consideration			102				—				923				—
Gain (loss) on debt extinguishment			—				4,913				(1,405	)			4,913
Other income (expense), net			26				(1,031	)			(229	)			(1,042	)
Total other expense, net			(3,217	)			(272	)			(7,845	)			(7,712	)
Loss before income taxes			(11,557	)			(6,420	)			(24,533	)			(24,168	)
Provision for income taxes			110				—				149				—
Net loss		$	(11,667	)		$	(6,420	)		$	(24,682	)		$	(24,168	)
Loss per share, basic and diluted		$	(0.87	)		$	(41.48	)		$	(1.84	)		$	(156.14	)

Non-GAAP Financial Measure: Reconciliation of Operating Loss to Non-GAAP Operating Loss(in thousands)(unaudited)

		Three Months Ended June 30,								Six Months Ended June 30,
		2024				2023				2024				2023
Operating loss		$	(8,340	)		$	(6,148	)		$	(16,688	)		$	(16,456	)
Add: Depreciation and amortization expense			1,104				62				2,206				134
Add: Stock-based compensation expense			438				76				1,156				153
Add: Non-recurring transaction costs			207				1,756				933				6,479
Add: Restructuring costs			425				111				1,124				136
Non-GAAP operating loss		$	(6,166	)		$	(4,143	)		$	(11,269	)		$	(9,554	)