Core Viewpoint - Urgent.ly Inc. reported its second quarter financial results for 2025, showing sequential revenue growth and improved operating losses, indicating progress towards positive cash flow and operational efficiency [2][7]. Financial Performance - Revenue for Q2 2025 was $31.7 million, an 8% decrease year over year, while year-to-date revenue was $63.0 million, a 16% decrease year over year [7][17]. - Gross profit for Q2 2025 was $7.9 million, an 8% increase year over year, with a gross margin of 25%, up from 21% in the prior year [7][17]. - GAAP operating loss for Q2 2025 was $2.2 million, a 74% improvement compared to $8.3 million in the prior year [7][17]. - Non-GAAP operating loss for Q2 2025 was $0.2 million, a 97% improvement compared to $6.2 million in the prior year [7][17]. Operational Highlights - Approximately 191,000 dispatches were completed in Q2 2025, with a consumer satisfaction score of 4.7 out of 5 stars [7]. - The company launched SPARK, an AI-powered market analyzer aimed at enhancing service performance in urban markets [7]. Expense Management - GAAP operating expenses for Q2 2025 were $10.1 million, a 36% improvement from $15.7 million in the prior year [7][17]. - Non-GAAP operating expenses for Q2 2025 were $8.1 million, a 40% improvement from $13.5 million in the prior year [7][17]. Balance Sheet Overview - As of June 30, 2025, total assets were $40.2 million, down from $54.1 million at the end of 2024 [15][16]. - Current liabilities totaled $29.3 million, a decrease from $37.6 million at the end of 2024 [15][16].

Core Viewpoint - Urgently Inc. is set to release its second quarter 2025 financial results on August 12, 2025, and will host a conference call to discuss these results [1][2]. Group 1: Financial Results Announcement - The financial results for the second quarter ended June 30, 2025, will be announced prior to the conference call [2]. - The conference call is scheduled for August 12, 2025, at 5:00 p.m. Eastern Time [2]. Group 2: Participation Details - Participants can access the conference call via webcast through Urgently's Investor Relations website [3]. - Telephone participation is available by dialing 1-877-317-6789 for the USA or 1-412-317-6789 for international callers [3]. - A replay of the call will be available via webcast on Urgently's Investor Relations website [3]. Group 3: Company Overview - Urgently is a leading provider of digital roadside and mobility assistance technology and services, focusing on safe and disruption-free movement for drivers [4]. - The company utilizes a digitally native software platform that integrates location-based services, real-time data, AI, and machine-to-machine communication for roadside assistance solutions [4]. - Urgently aims to enhance user experiences and customer satisfaction through innovative and transparent connected mobility assistance services on a global scale [4].

Group 1 - Urgently Inc. announced the appointment of Michael Port as Chief Financial Officer, effective June 6, 2025, succeeding Timothy C. Huffmyer [1] - Michael Port previously held the position of Senior Vice President of Finance at Urgently and has extensive experience in the automotive industry, including roles at Lordstown Motors Corp. and Energy Focus Inc. [2][3] - The CEO of Urgently expressed confidence in Port's capabilities, highlighting his experience in high-growth industries as a strong fit for the company's current growth phase [3] Group 2 - Urgently is a leading provider of digital roadside and mobility assistance technology, focusing on enhancing driver safety and experience through innovative technology [3] - The company's platform integrates location-based services, real-time data, AI, and machine-to-machine communication to deliver connected roadside assistance solutions [3]

Summary of Urgently Inc. Conference Call Company Overview - **Company**: Urgently Inc. - **Founded**: 2013 - **Business Model**: Technology-driven roadside assistance service aimed at improving customer experience compared to traditional services like AAA [5][6] Key Industry Insights - **Market Size**: The roadside assistance market is approximately $25 billion globally, with about $12.5 billion in the U.S. [45] - **Competitors**: - A family business from Boston with $1.2 billion in insurance contracts [16] - AAA, which has a long-standing presence in the subscription model [17] - **Growth Opportunity**: Urgently aims to capture a share of the subscription market, which is currently dominated by AAA [18][47] Financial Performance - **Revenue**: Approximately $150 million, with a significant portion derived from long-term contracts with OEMs and fleet companies [7][21] - **Margins**: Improved from 2% to 25% over time, with a goal of reaching 25-30% in the long run [15][36] - **Recurring Revenue**: Business model closely resembles Annual Recurring Revenue (ARR) due to long-term contracts, although revenue is generated per job [24][26] Technology and Innovation - **Technological Edge**: Utilizes real-time analytics, machine learning, and dynamic pricing to optimize service delivery and customer experience [9][55] - **Geospatial Database**: A sophisticated system that tracks vehicles and service providers in real-time, enhancing operational efficiency [13][14] - **Future Developments**: Plans to expand into connected vehicle data services, which could notify customers of potential vehicle issues before they occur [45][46] Market Strategy - **Go-to-Market Approach**: Engages in pilot programs with potential clients, gradually increasing service penetration [42][44] - **Customer Base**: Currently has high penetration rates with existing OEM contracts, with opportunities for new programs [63] Economic Considerations - **Impact of Tariffs**: Initial concerns about tariffs affecting vehicle parts have not significantly impacted sales; dealers reported strong sales following tariff announcements [27][28] - **Profitability by Vehicle Type**: Service types, rather than vehicle types, determine profitability; tire changes and battery services are more profitable than towing [29][30] Future Outlook - **Growth Drivers**: Focus on signing new clients and expanding service offerings to increase revenue [65] - **Financial Health**: The company is nearing non-GAAP operating breakeven and aims for positive cash generation in the coming quarters [61][69] Conclusion - **Management's Confidence**: The management team expresses optimism about future growth and profitability, emphasizing their commitment to achieving financial milestones and expanding market presence [68][69]

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the company's unaudited condensed consolidated financial statements for the period ended March 31, 2025 [Unaudited Condensed Consolidated Balance Sheets](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Key Financial Position Metrics | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :----------------------------- | | Cash and cash equivalents | $6,285 | $14,054 | | Accounts receivable, net | $23,506 | $22,890 | | Total current assets | $32,816 | $40,756 | | Total assets | $46,432 | $54,071 | | Total current liabilities | $32,512 | $37,594 | | Total liabilities | $82,510 | $85,741 | | Total stockholders' deficit | $(36,078) | $(31,670) | - The company's **cash and cash equivalents decreased significantly** from $14,054 thousand at December 31, 2024, to $6,285 thousand at March 31, 2025[15](index=15&type=chunk) - Total assets and total liabilities also decreased, while the **stockholders' deficit widened**[15](index=15&type=chunk) [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Quarterly Performance Summary | Metric (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------- | :-------------------------------- | :-------------------------------- | | Revenue | $31,272 | $40,092 | | Cost of revenue | $23,283 | $30,741 | | Gross profit | $7,989 | $9,351 | | Operating expenses | $10,436 | $17,699 | | Operating loss | $(2,447) | $(8,348) | | Net loss | $(5,484) | $(13,015) | | Basic and diluted EPS | $(4.69) | $(11.69) | - **Revenue decreased by 22% year-over-year**, from $40.1 million in Q1 2024 to $31.3 million in Q1 2025[18](index=18&type=chunk)[131](index=131&type=chunk) - Despite the revenue decline, **operating loss significantly improved** from $(8.3) million to $(2.4) million, and net loss decreased from $(13.0) million to $(5.5) million, primarily due to a substantial reduction in operating expenses[18](index=18&type=chunk)[131](index=131&type=chunk) [Unaudited Condensed Consolidated Statements of Stockholders' Deficit](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Deficit) Changes in Stockholders' Deficit | Metric (in thousands) | December 31, 2024 | March 31, 2025 | | :-------------------- | :---------------- | :------------- | | Total Stockholders' Deficit | $(31,670) | $(36,078) | | Net loss | — | $(5,484) | | Issuance of common stock in connection with Highbridge loan amendment | — | $570 | | Stock-based compensation expense | — | $538 | - The total stockholders' deficit increased from $(31,670) thousand to $(36,078) thousand, primarily due to the **net loss of $(5,484) thousand**[21](index=21&type=chunk) - This was partially offset by an increase in additional paid-in capital from stock-based compensation and common stock issuance related to a loan amendment[21](index=21&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Quarterly Cash Flow Summary | Cash Flow Activity (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(5,166) | $(9,712) | | Net cash used in investing activities | $(1,202) | $23,729 | | Net cash used in financing activities | $(1,401) | $(18,066) | | Net decrease in cash, cash equivalents and restricted cash | $(7,769) | $(4,014) | - **Net cash used in operating activities improved** from $(9.7) million in Q1 2024 to $(5.2) million in Q1 2025[23](index=23&type=chunk)[159](index=159&type=chunk) - Net cash used in investing activities shifted from a **$23.7 million inflow** in Q1 2024 to a **$1.2 million outflow** in Q1 2025[23](index=23&type=chunk)[159](index=159&type=chunk) - Net cash used in financing activities also decreased significantly from $(18.1) million to $(1.4) million[23](index=23&type=chunk)[159](index=159&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [1. Organization](index=9&type=section&id=1.%20Organization) - Urgent.ly Inc. is a connected mobility assistance software platform that completed a **1-for-12 reverse stock split** effective March 17, 2025[25](index=25&type=chunk)[26](index=26&type=chunk) - The company has a history of recurring operating losses and an accumulated deficit of $204.3 million, raising **substantial doubt about its ability to continue as a going concern**[28](index=28&type=chunk) - In Q1 2025, the company undertook a restructuring, **eliminating 23 employees (13% of total)** to reduce operating expenses, resulting in $174 thousand in charges[31](index=31&type=chunk) [2. Summary of Significant Accounting Policies](index=9&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) - There have been **no material changes** to the company's significant accounting policies from its audited financial statements for the year ended December 31, 2024[32](index=32&type=chunk) - The company operates in a **single reportable segment**: Mobility Assistance Services[44](index=44&type=chunk) - The company has **significant customer concentration**, with 53% and 54% of revenue in Q1 2025 and Q1 2024, respectively, earned from a small number of customers[40](index=40&type=chunk) [3. Revenue](index=11&type=section&id=3.%20Revenue) - The company generates substantially all revenue from roadside assistance services (RAS) via its software platform, primarily through full-service outsourcing[47](index=47&type=chunk)[120](index=120&type=chunk) Revenue by Type | Revenue Type (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Full-service outsourcing—flat rate | $31,120 | $38,150 | | Full-service outsourcing—claim cost pass-through | $3 | $3 | | Membership | $99 | $145 | | Software licensing arrangements | $42 | $1,335 | | Professional services | $8 | $459 | | **Total Revenue** | **$31,272** | **$40,092** | - Capitalized contract costs to obtain and fulfill contracts are deferred as other non-current assets and amortized over the contract term or expected period of benefit[54](index=54&type=chunk)[55](index=55&type=chunk) [4. Fair Value Measurements](index=12&type=section&id=4.%20Fair%20Value%20Measurements) Fair Value of Financial Instruments | Financial Instrument (in thousands) | Fair Value as of March 31, 2025 (Total) | Fair Value as of December 31, 2024 (Total) | | :---------------------------------- | :-------------------------------------- | :----------------------------------------- | | Money market funds | $2,277 | $8,853 | | Contingent purchase consideration | $(2,848) | $(2,925) | | Derivative liability | $(471) | — | - The derivative liability, representing a contingent promise to issue additional consideration, was recorded at **$471 thousand** as of March 31, 2025[61](index=61&type=chunk)[62](index=62&type=chunk) [5. Intangible Assets](index=13&type=section&id=5.%20Intangible%20Assets) Net Carrying Amount of Intangible Assets | Intangible Asset (in thousands) | March 31, 2025 (Net Carrying Amount) | December 31, 2024 (Net Carrying Amount) | | :------------------------------ | :----------------------------------- | :-------------------------------------- | | Acquired technology | $3,975 | $4,365 | | Domain name | $31 | $31 | | **Total Intangible Assets** | **$4,006** | **$4,396** | - Amortization expense for intangible assets was **$390 thousand** for Q1 2025, a decrease from $852 thousand in the prior year period[64](index=64&type=chunk) [6. Accrued Expenses](index=14&type=section&id=6.%20Accrued%20Expenses) Breakdown of Accrued Expenses | Accrued Expense (in thousands) | March 31, 2025 | December 31, 2024 | | :----------------------------- | :------------- | :---------------- | | Accrued service provider costs | $4,059 | $4,447 | | Accrued compensation | $855 | $1,194 | | Accrued interest | $1,705 | $1,547 | | Contingent purchase consideration | $2,848 | $2,925 | | Accrued lender fees | — | $3,247 | | Accrued VAT and income taxes | $2,406 | $3,139 | | **Total Accrued Expenses** | **$15,638** | **$19,838** | - **Total accrued expenses decreased** from $19.8 million to $15.6 million, primarily due to the absence of accrued lender fees and other reductions[66](index=66&type=chunk) [7. Debt Arrangements](index=14&type=section&id=7.%20Debt%20Arrangements) Principal Debt Balances | Debt Type (in thousands) | March 31, 2025 | December 31, 2024 | | :----------------------- | :------------- | :---------------- | | Structural Capital term loan | — | $10,000 | | Highbridge Capital term loan | $41,600 | $40,000 | | MidCap Financial revolving credit facility | $10,892 | — | | 2022 convertible promissory notes | $4,257 | $4,257 | | **Total principal debt** | **$56,749** | **$54,257** | - The company **fully repaid the Structural Capital term loan** in February 2025 using proceeds from a new MidCap Financial revolving credit facility[69](index=69&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk)[75](index=75&type=chunk) - A new **MidCap Financial revolving credit facility** was entered into on February 26, 2025, for up to $20 million[75](index=75&type=chunk)[76](index=76&type=chunk) [8. Stock-based Compensation](index=16&type=section&id=8.%20Stock-based%20Compensation) - The 2023 Equity Incentive Plan and 2023 Employee Stock Purchase Plan were increased on January 1, 2025, by **46,106 and 9,221 shares**, respectively[79](index=79&type=chunk)[80](index=80&type=chunk) - Stock-based compensation expense **decreased from $718 thousand in Q1 2024 to $538 thousand in Q1 2025**[83](index=83&type=chunk) [9. Income Taxes](index=16&type=section&id=9.%20Income%20Taxes) - The company continues to **fully reserve its U.S.-based deferred tax amounts** as of March 31, 2025, due to its cumulative operating loss[88](index=88&type=chunk) [10. Commitments and Contingencies](index=17&type=section&id=10.%20Commitments%20and%20Contingencies) - Management believes there are **no unresolved claims and litigation** that will materially affect the company's financial position or operations[89](index=89&type=chunk) [11. Leases](index=17&type=section&id=11.%20Leases) Lease Costs | Lease Cost (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------ | :-------------------------------- | :-------------------------------- | | Lease cost | $148 | $300 | | Sublease income | — | $(69) | Remaining Lease Maturities | Remaining Lease Maturities (in thousands) | Amount | | :---------------------------------------- | :----- | | 2025 | $350 | | 2026 | $284 | | 2027 | $218 | | Total lease payments | $852 | | Present value of lease liabilities | $777 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of financial condition and operational results for the first quarter of 2025 [Overview](index=19&type=section&id=Overview) - Urgent.ly is a leading connected mobility assistance software platform, leveraging location-based services, real-time data, and AI[95](index=95&type=chunk)[96](index=96&type=chunk) - As of March 31, 2025, the platform serves **53 Customer Partners** and over **75,000 Service Provider vehicle drivers**[96](index=96&type=chunk) - Revenue is primarily generated from Customer Partners on a per-incident basis, membership programs, and SaaS solutions[97](index=97&type=chunk) [Key Factors Affecting Our Performance](index=19&type=section&id=Key%20Factors%20Affecting%20Our%20Performance) - **New Customer Partner acquisition and retention** are crucial for revenue growth, margin improvement, and profitability[99](index=99&type=chunk)[102](index=102&type=chunk) - Continued investment in innovation, including proprietary technology and machine learning, is essential to maintain a competitive advantage[103](index=103&type=chunk)[104](index=104&type=chunk) - The company expects **operating expenses to decrease in the short term** due to a judicious staffing model and realignment efforts[105](index=105&type=chunk) - The business experiences **seasonality**, with higher demand during summer and winter holidays and during economic downturns[107](index=107&type=chunk)[108](index=108&type=chunk) [Key Business Metrics](index=20&type=section&id=Key%20Business%20Metrics) - Consumer satisfaction score was **4.6 out of 5 stars** for both Q1 2025 and Q1 2024, reflecting a strong focus on service experience[111](index=111&type=chunk) Number of Dispatches | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :---------------- | :-------------------------------- | :-------------------------------- | | Number of Dispatches | 189,000 | 231,000 | - The number of completed dispatches **decreased by approximately 18% year-over-year**, from 231,000 in Q1 2024 to 189,000 in Q1 2025[113](index=113&type=chunk) [Non-GAAP Financial Measures](index=21&type=section&id=Non-GAAP%20Financial%20Measures) Non-GAAP Operating Metrics | Non-GAAP Metric (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :----------------------------- | :-------------------------------- | :-------------------------------- | | Non-GAAP operating expenses | $8,363 | $14,454 | | Non-GAAP operating loss | $(374) | $(5,103) | - **Non-GAAP operating expenses decreased by 42%** year-over-year, and **non-GAAP operating loss significantly improved** from $(5.1) million to $(0.4) million[116](index=116&type=chunk)[119](index=119&type=chunk) [Components of Results of Operations](index=22&type=section&id=Components%20of%20Results%20of%20Operations) - Revenue is primarily generated from full-service outsourcing of roadside assistance services[120](index=120&type=chunk)[124](index=124&type=chunk) - Cost of revenue mainly consists of fees paid to Service Providers, technology hosting, and direct call center support personnel[122](index=122&type=chunk) - Operating expenses are categorized into Research and Development, Sales and Marketing, Operations and Support, and General and Administrative[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk) - Other income (expense), net includes interest, changes in fair value of liabilities, and gain/loss on debt extinguishment[130](index=130&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) Comparison of Quarterly Results | Metric (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change ($) | Change (%) | | :-------------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Total revenue | $31,272 | $40,092 | $(8,820) | (22)% | | Cost of revenue | $23,283 | $30,741 | $(7,458) | (24)% | | Gross profit | $7,989 | $9,351 | $(1,362) | (15)% | | Operating loss | $(2,447) | $(8,348) | $5,901 | 71% | | Net loss | $(5,484) | $(13,015) | $7,531 | 58% | - **Revenue decreased by $8.8 million (22%)** primarily due to the non-renewal of one auto manufacturer Customer Partner and reduced dispatch volume[132](index=132&type=chunk) - **Operating expenses decreased significantly** across all categories, largely driven by reductions in Otonomo-related expenses and operational efficiencies[136](index=136&type=chunk)[138](index=138&type=chunk)[140](index=140&type=chunk)[142](index=142&type=chunk) - Other expense, net, decreased by $1.6 million (35%) due to lower interest expense and the absence of a prior-year loss on debt extinguishment[146](index=146&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) - The company's history of losses and negative cash flows raise **substantial doubt about its ability to continue as a going concern**[147](index=147&type=chunk) - As of March 31, 2025, cash, cash equivalents, and restricted cash totaled **$6.4 million**, with a principal debt balance of **$56.7 million**[148](index=148&type=chunk) - Recent financing activities include extending loan maturities and entering into a **new $20 million MidCap Credit Agreement** in February 2025[149](index=149&type=chunk)[150](index=150&type=chunk)[151](index=151&type=chunk) - The company consistently maintains a working capital deficit and undertook further employee reductions in Q1 2025 to align expenses with revenue[156](index=156&type=chunk)[158](index=158&type=chunk) [Cash Flows](index=27&type=section&id=Cash%20Flows) - **Net cash used in operating activities decreased** to $5.2 million in Q1 2025 from $9.7 million in Q1 2024, driven by a lower net loss[159](index=159&type=chunk)[160](index=160&type=chunk)[163](index=163&type=chunk) - Net cash used in investing activities was $1.2 million in Q1 2025, a significant shift from **$23.7 million provided in Q1 2024**[159](index=159&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) - **Net cash used in financing activities decreased** to $1.4 million in Q1 2025 from $18.1 million in Q1 2024[159](index=159&type=chunk)[166](index=166&type=chunk)[167](index=167&type=chunk) [Contractual Obligations and Commitments](index=28&type=section&id=Contractual%20Obligations%20and%20Commitments) - Principal commitments include contractual cash obligations under credit facilities, long-term debt, and operating leases[168](index=168&type=chunk) [Emerging Growth Company Status](index=28&type=section&id=Emerging%20Growth%20Company%20Status) - As an 'emerging growth company,' Urgent.ly has elected to **delay the adoption of new or revised accounting pronouncements**[169](index=169&type=chunk) [Critical Accounting Estimates](index=28&type=section&id=Critical%20Accounting%20Estimates) - Management believes there are **no material changes** to the critical accounting estimates previously disclosed in the Annual Report[171](index=171&type=chunk) [Recent Accounting Pronouncements](index=29&type=section&id=Recent%20Accounting%20Pronouncements) - Refer to Note 2 'Summary of Significant Accounting Policies' for a description of new accounting standards[173](index=173&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exempt from market risk disclosures as a smaller reporting company - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[174](index=174&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of disclosure controls, identified material weaknesses, and ongoing remediation plans [Evaluation of Disclosure Controls and Procedures](index=29&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2025, due to material weaknesses[175](index=175&type=chunk) - Despite the weaknesses, management concluded the financial statements **fairly state the financial position** in conformity with GAAP[175](index=175&type=chunk) [Material Weaknesses in Internal Control over Financial Reporting](index=29&type=section&id=Material%20Weaknesses%20in%20Internal%20Control%20over%20Financial%20Reporting) - Two material weaknesses were identified: lack of **segregation of duties** and ineffective **IT general controls**[177](index=177&type=chunk) [Remediation Plans for Material Weaknesses in Internal Control over Financial Reporting](index=29&type=section&id=Remediation%20Plans%20for%20Material%20Weaknesses%20in%20Internal%20Control%20over%20Financial%20Reporting) - Remediation plans include designing new controls for IT and reorganizing the finance department to address segregation of duties[178](index=178&type=chunk)[179](index=179&type=chunk) - These material weaknesses will not be considered remediated until remedial controls operate for a sufficient period and are tested effectively[180](index=180&type=chunk) [Changes in Internal Control over Financial Reporting](index=29&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - No other changes in internal control over financial reporting were identified during Q1 2025, apart from the ongoing remediation efforts[181](index=181&type=chunk) [Inherent Limitations on Effectiveness of Controls and Procedures](index=30&type=section&id=Inherent%20Limitations%20on%20Effectiveness%20of%20Controls%20and%20Procedures) - Management acknowledges that control systems provide only **reasonable, not absolute, assurance** and are subject to inherent limitations[182](index=182&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings - The company is not currently involved in any legal proceedings that would materially affect its financial position or operations[185](index=185&type=chunk) [Item 1A. Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) This section highlights a new risk factor concerning non-compliance with Nasdaq listing standards - No material changes to principal risk factors, other than those related to **Nasdaq listing standards**[186](index=186&type=chunk) [Nasdaq Listing Standards](index=31&type=section&id=Nasdaq%20Listing%20Standards) - On March 19, 2025, the company received a notification from Nasdaq for **failing to meet Continued Listing Standards**[187](index=187&type=chunk) - A compliance plan was submitted, but there is **no assurance of acceptance or regaining compliance**, which could lead to delisting[188](index=188&type=chunk)[189](index=189&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the reporting period - None[190](index=190&type=chunk) [Item 3. Defaults Upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the company for the reporting period - Not applicable[191](index=191&type=chunk) [Item 4. Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company for the reporting period - Not applicable[192](index=192&type=chunk) [Item 5. Other Information](index=32&type=section&id=Item%205.%20Other%20Information) No directors or executive officers adopted or terminated Rule 10b5-1 trading arrangements during the quarter - No director or officer adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the fiscal quarter ended March 31, 2025[194](index=194&type=chunk) [Item 6. Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of this Quarterly Report on Form 10-Q - The report includes various exhibits such as corporate documents, employment agreements, and amendments to loan and security agreements[196](index=196&type=chunk) [Signatures](index=34&type=section&id=Signatures) The report is duly signed by the company's Chief Executive Officer and Chief Financial Officer - The report is signed by Matthew Booth, Chief Executive Officer, and Timothy C. Huffmyer, Chief Financial Officer, on May 14, 2025[202](index=202&type=chunk)

Financial Data and Key Metrics Changes - The company reported revenue of $31.3 million for Q1 2025, a decline of 22% or $9 million from the same quarter last year, primarily due to reduced dispatch volume from non-renewed customer partners and the Autonimo business [17] - Gross profit was $8 million, down $1.4 million year-over-year, but gross margin improved to 25.5% from 23% in the same period last year, attributed to service dispatch mix and technology optimizations [18] - Non-GAAP operating loss for the quarter was approximately $374,000, an improvement of 93% compared to $5.1 million in the prior year [21] Business Line Data and Key Metrics Changes - The company achieved record gross margin of 25.5%, aligning with its mid-term outlook of 25% to 30% [6] - Non-GAAP operating expenses decreased by 42% to $8.4 million from $14.5 million in the prior period, reflecting operational efficiencies [20] Market Data and Key Metrics Changes - The company secured its first renewal for 2025 with a major fleet management partner, indicating strong relationships in the market [9] - The company anticipates a shift in the insurance market towards a dual-source model, which could drive growth as it reenters this vertical [12] Company Strategy and Development Direction - The company aims to return to growth by expanding its B2B incident business, maintaining non-GAAP operating breakeven, and transforming the roadside solutions market through product innovations [14] - A new VP of Sales has been hired to target mid-market insurance companies, indicating a strategic focus on this segment [12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving positive sequential revenue growth starting in Q3 2025 as new contracts come online [8] - The company is focused on sustaining non-GAAP operating loss breakeven and moving closer to cash flow positive [6] Other Important Information - As of March 31, 2025, the company had cash and cash equivalents of $6.4 million and a net principal debt balance of $56.7 million [22] - The company capitalized approximately $1.1 million in software enhancements during the first quarter, with similar capitalizations expected in Q2 2025 [23] Q&A Session Summary Question: Can you provide updates on the new OEM partner and the mid-market insurance opportunity? - Management highlighted the successful renewal with a major fleet partner and readiness to reenter the mid-market insurance space with improved technology and unit economics [28] Question: Are there more cost reductions expected in operating expenses? - Management indicated that while most significant reductions were made, there is still room for further efficiencies throughout 2025 [30][31] Question: What is the outlook for operating expenses with new market entries? - Operating expenses are expected to slightly decrease throughout the year, with potential additional costs related to new contracts being manageable [38] Question: Can you clarify the cash reduction and its implications? - The cash reduction was primarily due to debt repayments and accrued fees, with expectations of normalized levels moving forward [39][40] Question: What is the expectation for sequential growth in the second half of the year? - Management anticipates modest sequential growth, with any significant changes being communicated through future guidance [44]

Financial Data and Key Metrics Changes - The company reported revenue of $31.3 million for Q1 2025, a decline of 22% or $9 million from the same quarter last year, primarily due to reduced dispatch volume from non-renewed customer partners and the Autonimo business [17][18] - Gross profit was $8 million, down $1.4 million year-over-year, but gross margin improved to 25.5% from 23% in the same period last year, attributed to service dispatch mix and technology optimizations [18][21] - Non-GAAP operating loss for the quarter was approximately $374,000, an improvement of 93% compared to $5.1 million in the prior year [21] Business Line Data and Key Metrics Changes - The company achieved record gross margin of 25.5%, aligning with its mid-term outlook of 25% to 30% [7] - Non-GAAP operating expenses decreased by 42% to $8.4 million from $14.5 million in the prior period, reflecting operational efficiencies [20][21] Market Data and Key Metrics Changes - The company secured its first renewal for 2025 with a major fleet management company, indicating strong relationships with existing partners [9] - The company is targeting mid-market insurance companies with a dual-source model, anticipating a shift in the industry that could drive growth [13] Company Strategy and Development Direction - The company aims to return to growth by expanding its B2B incident business, maintaining non-GAAP operating breakeven, and transforming the roadside solutions market through product innovations [15] - The management emphasized a focus on unit economics and profitability over top-line revenue growth [8] Management Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving positive sequential revenue growth starting in Q3 2025 as new contracts come online [8][24] - The company expects revenues for Q2 2025 to be between $30 million to $33 million, with a non-GAAP operating loss of less than $500,000 [24] Other Important Information - As of March 31, 2025, the company had cash and cash equivalents of $6.4 million and a net principal debt balance of $56.7 million [22] - The company capitalized approximately $1.1 million in software enhancements during the first quarter, with similar amounts expected in Q2 2025 [23] Q&A Session Summary Question: Can you provide updates on the new OEM partner and the mid-market insurance opportunity? - Management highlighted the successful renewal with a major fleet partner and readiness to reenter the mid-market insurance space with improved technology and unit economics [28] Question: Are there more cost reductions expected in operating expenses? - Management indicated that while most significant reductions were made, there is still room for further efficiencies throughout 2025 [30][31] Question: What is the expected trend for operating expenses as new contracts are launched? - Operating expenses are expected to slightly decrease throughout the year, with potential increases only for very large contracts [37] Question: Can you explain the cash reduction and its implications? - The cash decrease was primarily due to debt repayments and working capital changes, with expectations of normalized levels moving forward [39][42] Question: What is the outlook for sequential growth in the second half of the year? - Management confirmed expectations for modest sequential growth, with a focus on maintaining unit economics [45]

EXHIBIT 99.1 URGENTLY ANNOUNCES FIRST QUARTER 2025 FINANCIAL RESULTS Achieves Revenue In Line With Expectations With Record Gross Margin VIENNA, VA – May 13, 2025 – 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 first quarter ended March 31, 2025. "I am pleased with our solid start to the year, as we delivered revenue in line with our expectations and record gross margin of ...

Core Viewpoint - Urgently Inc. reported financial results for Q1 2025, achieving revenue in line with expectations and a record gross margin of 26% [2][7]. Financial Performance - Revenue for Q1 2025 was $31.3 million, a decrease of 22% year over year [7]. - Gross profit was $8.0 million, down 15% from the previous year [7]. - The gross margin improved to 26%, compared to 23% in the prior year [7]. - GAAP operating expenses were $10.4 million, an improvement of 41% from $17.7 million in the prior year [7]. - Non-GAAP operating expenses were $8.4 million, a 42% improvement from $14.5 million in the prior year [7]. - GAAP operating loss was $2.4 million, an improvement of 71% from $8.3 million in the prior year [7]. - Non-GAAP operating loss was $0.4 million, a 93% improvement from $5.1 million in the prior year [7]. - Approximately 189,000 dispatches were completed, with a consumer satisfaction score of 4.6 out of 5 stars [7]. Future Outlook - The company expects to deliver positive sequential revenue growth in Q3 2025 and aims to sustain non-GAAP operating break-even while moving closer to positive cash flow [2].

Core Viewpoint - Urgently, a leading provider of digital roadside and mobility assistance technology, announced the date for its first quarter 2025 financial results and participation in upcoming investor conferences [1][2]. Financial Results - Urgently will host a conference call on May 13, 2025, at 5:00 p.m. Eastern Time to discuss its financial results for the first quarter ended March 31, 2025 [2]. - Financial results will be issued in a press release prior to the call [2]. Investor Participation - The company will participate in several upcoming investor conferences during the first quarter of 2025 [4]. - The Sidoti Micro-Cap Virtual Investor Conference is scheduled for May 21, 2025, with CEO Matt Booth and CFO Tim Huffmyer presenting at 10:45 a.m. Eastern Time [6]. - The Jefferies Automotive Aftermarket Private and Public Conference will take place on May 22, 2025, with presentations by Matt Booth and Senior VP Harrison Russell [6]. Company Overview - Urgently focuses on providing safe and uninterrupted mobility by utilizing technology to assist drivers and prevent potential issues [5]. - The company's software platform integrates location-based services, real-time data, AI, and machine-to-machine communication to enhance roadside assistance solutions [5]. - Urgently aims to deliver exceptional user experiences and high customer satisfaction through innovative connected mobility assistance services [5].