8-K
Urgent.ly Inc. (ULYX)
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): August 12, 2024
URGENT.LY INC.
(Exact name of registrant, as specified in its charter)
| Delaware | 001-41841 | 46-2848640 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
8609 Westwood Center Drive, Suite 810
Vienna, VA 22182
(Address of principal executive
offices)
Registrant's telephone number, including area code: (571) 350-3600
Former name or address, if changed since last report: Not Applicable.
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 (see General Instruction A.2. below):
☐ 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<br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.001 per share | ULY | NASDAQ |
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 12, 2024, Urgent.ly Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2024. A copy of the press release is hereby furnished to the Securities and Exchange Commission as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| 99.1 | Press release dated August 12, 2024. |
| --- | --- |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
Dated: August 12, 2024
| URGENT.LY INC. | |
|---|---|
| By: | /s/ Timothy C. Huffmyer |
| Timothy C. Huffmyer | |
| Chief Financial Officer |
EX-99.1
EXHIBIT 99.1
URGENTLY ANNOUNCES SECOND QUARTER 2024 FINANCIAL RESULTS
Second Quarter Results In Line With Expectations; Reflects Focus On Delivering Customer Partner Expansion and Renewals
VIENNA, VA – August 12, 2024 – 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 | ) |