Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Central Index Key | 0001603652 | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41841 | |
Entity Registrant Name | URGENT.LY INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-2848640 | |
Entity Address, Address Line One | 8609 Westwood Center Drive | |
Entity Address, Address Line Two | Suite 810 | |
Entity Address, City or Town | Vienna | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22182 | |
City Area Code | 571 | |
Local Phone Number | 350-3600 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | ULY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,133,865 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 8,673 | $ 6,357 |
Restricted cash | 1,050 | 1,050 |
Accounts receivable, net of allowance for doubtful accounts of $52 and $338 in 2023 and 2022, respectively | 25,719 | 33,966 |
Prepaid expenses and other current assets | 1,773 | 2,102 |
Total current assets | 37,215 | 43,475 |
Right-of-use assets | 1,977 | 2,485 |
Property and equipment, net of accumulated depreciation of $2,042 and $1,843 in 2023 and 2022, respectively | 308 | 414 |
Intangible assets, net | 31 | 31 |
Other non-current assets | 456 | 538 |
Total assets | 39,987 | 46,943 |
Current liabilities: | ||
Accounts payable | 12,692 | 7,536 |
Accrued expenses | 18,203 | 13,122 |
Accrued interest | 13,368 | 6,689 |
Deferred revenue, current | 154 | 349 |
Current lease liabilities | 636 | 740 |
Derivative liability, current | 31,142 | |
Current portion of long-term debt, net | 62,710 | |
Total current liabilities | 138,905 | 28,436 |
Long-term lease liabilities | 1,674 | 2,120 |
Long-term debt, net | 65,560 | 99,443 |
Derivative liability | 928 | 32,765 |
Warrant liability | 11,479 | 13,957 |
Other long-term liabilities | 9,076 | 5,059 |
Total liabilities | 227,622 | 181,780 |
Redeemable convertible preferred stock, Series C, par value $0.001; 160,000 shares authorized, 157,395 issued and outstanding in 2023 and 2022 | 46,334 | 46,334 |
Stockholders' deficit: | ||
Additional paid-in capital | 48,549 | 48,327 |
Accumulated deficit | (282,518) | (229,498) |
Total stockholders' deficit | (233,969) | (181,171) |
Total liabilities, redeemable convertible preferred stock and stockholders' deficit | $ 39,987 | $ 46,943 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts receivable, net of allowance for doubtful accounts | $ 52 | $ 338 |
Property and equipment, net of accumulated depreciation | $ 2,042 | $ 1,843 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 154,791 | 154,786 |
Common stock, shares outstanding | 154,791 | 154,786 |
Redeemable Convertible Preferred Stock Series C | ||
Redeemable convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Redeemable convertible preferred stock, shares authorized | 160,000 | 160,000 |
Redeemable convertible preferred stock, shares issued | 157,395 | 157,395 |
Redeemable convertible preferred stock, shares outstanding | 157,395 | 157,395 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 46,047 | $ 52,134 | $ 139,602 | $ 135,623 |
Cost of revenue | 36,869 | 46,078 | 111,905 | 123,870 |
Gross profit | 9,178 | 6,056 | 27,697 | 11,753 |
Operating expenses: | ||||
Research and development | 3,667 | 4,552 | 11,077 | 12,951 |
Sales and marketing | 899 | 1,431 | 2,846 | 4,275 |
Operations and support | 5,418 | 9,976 | 18,665 | 28,918 |
General and administrative | 4,978 | 3,152 | 17,215 | 10,515 |
Depreciation and amortization | 64 | 77 | 198 | 221 |
Total operating expenses | 15,026 | 19,188 | 50,001 | 56,880 |
Operating loss | (5,848) | (13,132) | (22,304) | (45,127) |
Other income (expense), net: | ||||
Interest expense | (15,438) | (11,324) | (39,608) | (20,523) |
Interest income | 3 | 6 | ||
Change in fair value of derivative liability | (5,504) | 1,523 | ||
Change in fair value of warrant liability | (2,035) | 2,144 | 3,525 | 3,916 |
Warrant expense | (736) | (1,047) | (962) | |
Gain on debt extinguishment | 4,913 | |||
Foreign exchange loss | (27) | (12) | (22) | (75) |
Total other expense, net | (23,004) | (9,925) | (30,716) | (17,638) |
Loss before income taxes | (28,852) | (23,057) | (53,020) | (62,765) |
Net loss | $ (28,852) | $ (23,057) | $ (53,020) | $ (62,765) |
Loss per share, basic | $ (186.4) | $ (432.18) | $ (342.54) | $ (1,177.09) |
Loss per share, diluted | $ (186.4) | $ (432.18) | $ (342.54) | $ (1,177.09) |
Weighted average shares outstanding, basic | 154,787 | 53,351 | 154,786 | 53,322 |
Weighted average shares outstanding, diluted | 154,787 | 53,351 | 154,786 | 53,322 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Unaudited) - USD ($) | Total | Redeemable Convertible Preferred Stock Series B-1 | Redeemable Convertible Preferred Stock Series B | Redeemable Convertible Preferred Stock Series A | Redeemable Convertible Preferred Stock Series Seed | Redeemable Convertible Preferred Stock Series C | Redeemable Convertible Preferred Stock Series C-1 | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Temporary equity, beginning balance at Dec. 31, 2021 | $ 19,045,000 | $ 10,925,000 | $ 10,218,000 | $ 996,000 | $ 19,940,000 | $ 18,732,000 | ||||
Temporary equity, beginning balance, Shares at Dec. 31, 2021 | 62,731 | 30,896 | 60,693 | 12,260 | 42,436 | 49,732 | ||||
Beginning balance at Dec. 31, 2021 | $ (120,571,000) | $ 7,161,000 | $ (127,732,000) | |||||||
Beginning balance, Shares at Dec. 31, 2021 | 53,240 | |||||||||
Issuance of common stock | 7,000 | 7,000 | ||||||||
Issuance of common stock, Shares | 74 | |||||||||
Temporary equity, accretion of preferred stock to redemption value | $ 71,000 | $ 6,000 | ||||||||
Accretion of preferred stock to redemption value | (81,000) | $ 4,000 | (81,000) | |||||||
Stock-based compensation expense | 155,000 | 155,000 | ||||||||
Net loss | (21,195,000) | (21,195,000) | ||||||||
Temporary equity, ending balance at Mar. 31, 2022 | $ 19,116,000 | $ 10,931,000 | $ 10,218,000 | $ 996,000 | $ 19,944,000 | $ 18,732,000 | ||||
Temporary equity, ending balance, Shares at Mar. 31, 2022 | 62,731 | 30,896 | 60,693 | 12,260 | 42,436 | 49,732 | ||||
Ending balance at Mar. 31, 2022 | (141,685,000) | 7,242,000 | (148,927,000) | |||||||
Ending balance, Shares at Mar. 31, 2022 | 53,314 | |||||||||
Temporary equity, beginning balance at Dec. 31, 2021 | $ 19,045,000 | $ 10,925,000 | $ 10,218,000 | $ 996,000 | $ 19,940,000 | $ 18,732,000 | ||||
Temporary equity, beginning balance, Shares at Dec. 31, 2021 | 62,731 | 30,896 | 60,693 | 12,260 | 42,436 | 49,732 | ||||
Beginning balance at Dec. 31, 2021 | (120,571,000) | 7,161,000 | (127,732,000) | |||||||
Beginning balance, Shares at Dec. 31, 2021 | 53,240 | |||||||||
Net loss | (62,765,000) | |||||||||
Temporary equity, ending balance at Sep. 30, 2022 | $ 46,334 | |||||||||
Temporary equity, ending balance, Shares at Sep. 30, 2022 | 157,395 | |||||||||
Ending balance at Sep. 30, 2022 | (148,042,000) | 48,239,000 | (196,281,000) | |||||||
Ending balance, Shares at Sep. 30, 2022 | 154,702 | |||||||||
Temporary equity, beginning balance at Mar. 31, 2022 | $ 19,116,000 | $ 10,931,000 | $ 10,218,000 | $ 996,000 | $ 19,944,000 | $ 18,732,000 | ||||
Temporary equity, beginning balance, Shares at Mar. 31, 2022 | 62,731 | 30,896 | 60,693 | 12,260 | 42,436 | 49,732 | ||||
Beginning balance at Mar. 31, 2022 | (141,685,000) | 7,242,000 | (148,927,000) | |||||||
Beginning balance, Shares at Mar. 31, 2022 | 53,314 | |||||||||
Issuance of common stock | 5,000 | 5,000 | ||||||||
Issuance of common stock, Shares | 37 | |||||||||
Temporary equity, accretion of preferred stock to redemption value | $ 72,000 | $ 6,000 | ||||||||
Accretion of preferred stock to redemption value | (82,000) | $ 4,000 | (82,000) | |||||||
Stock-based compensation expense | 146,000 | 146,000 | ||||||||
Net loss | (18,513,000) | (18,513,000) | ||||||||
Temporary equity, ending balance at Jun. 30, 2022 | $ 19,188,000 | $ 10,937,000 | $ 10,218,000 | $ 996,000 | $ 19,948,000 | $ 18,732,000 | ||||
Temporary equity, ending balance, Shares at Jun. 30, 2022 | 62,731 | 30,896 | 60,693 | 12,260 | 42,436 | 49,732 | ||||
Ending balance at Jun. 30, 2022 | (160,129,000) | 7,311,000 | (167,440,000) | |||||||
Ending balance, Shares at Jun. 30, 2022 | 53,351 | |||||||||
Temporary equity recapitalization | $ (19,188,000) | $ (10,937,000) | $ (10,218,000) | $ (996,000) | $ 26,386 | $ (18,732,000) | ||||
Temporary equity recapitalization, Shares | (62,731) | (30,896) | (60,693) | (12,260) | 114,959 | (49,732) | ||||
Equity recapitalization | 34,942,000 | 40,726,000 | (5,784,000) | |||||||
Equity recapitalization, Shares | 101,351 | |||||||||
Issuance of warrants on common stock | 92,000 | 92,000 | ||||||||
Stock-based compensation expense | 110,000 | 110,000 | ||||||||
Net loss | (23,057,000) | (23,057,000) | ||||||||
Temporary equity, ending balance at Sep. 30, 2022 | $ 46,334 | |||||||||
Temporary equity, ending balance, Shares at Sep. 30, 2022 | 157,395 | |||||||||
Ending balance at Sep. 30, 2022 | (148,042,000) | 48,239,000 | (196,281,000) | |||||||
Ending balance, Shares at Sep. 30, 2022 | 154,702 | |||||||||
Temporary equity, beginning balance at Dec. 31, 2022 | 46,334,000 | $ 46,334,000 | ||||||||
Temporary equity, beginning balance, Shares at Dec. 31, 2022 | 157,395 | |||||||||
Beginning balance at Dec. 31, 2022 | (181,171,000) | 48,327,000 | (229,498,000) | |||||||
Beginning balance, Shares at Dec. 31, 2022 | 154,786 | |||||||||
Stock-based compensation expense | 77,000 | 77,000 | ||||||||
Net loss | (17,748,000) | (17,748,000) | ||||||||
Temporary equity, ending balance at Mar. 31, 2023 | $ 46,334,000 | |||||||||
Temporary equity, ending balance, Shares at Mar. 31, 2023 | 157,395 | |||||||||
Ending balance at Mar. 31, 2023 | (198,842,000) | 48,404,000 | (247,246,000) | |||||||
Ending balance, Shares at Mar. 31, 2023 | 154,786 | |||||||||
Temporary equity, beginning balance at Dec. 31, 2022 | 46,334,000 | $ 46,334,000 | ||||||||
Temporary equity, beginning balance, Shares at Dec. 31, 2022 | 157,395 | |||||||||
Beginning balance at Dec. 31, 2022 | (181,171,000) | 48,327,000 | (229,498,000) | |||||||
Beginning balance, Shares at Dec. 31, 2022 | 154,786 | |||||||||
Net loss | (53,020,000) | |||||||||
Temporary equity, ending balance at Sep. 30, 2023 | 46,334,000 | $ 46,334,000 | ||||||||
Temporary equity, ending balance, Shares at Sep. 30, 2023 | 157,395 | |||||||||
Ending balance at Sep. 30, 2023 | (233,969,000) | 48,549,000 | (282,518,000) | |||||||
Ending balance, Shares at Sep. 30, 2023 | 154,791 | |||||||||
Temporary equity, beginning balance at Mar. 31, 2023 | $ 46,334,000 | |||||||||
Temporary equity, beginning balance, Shares at Mar. 31, 2023 | 157,395 | |||||||||
Beginning balance at Mar. 31, 2023 | (198,842,000) | 48,404,000 | (247,246,000) | |||||||
Beginning balance, Shares at Mar. 31, 2023 | 154,786 | |||||||||
Stock-based compensation expense | 76,000 | 76,000 | ||||||||
Net loss | (6,420,000) | (6,420,000) | ||||||||
Temporary equity, ending balance at Jun. 30, 2023 | $ 46,334,000 | |||||||||
Temporary equity, ending balance, Shares at Jun. 30, 2023 | 157,395 | |||||||||
Ending balance at Jun. 30, 2023 | (205,186,000) | 48,480,000 | (253,666,000) | |||||||
Ending balance, Shares at Jun. 30, 2023 | 154,786 | |||||||||
Issuance of common stock, Shares | 5 | |||||||||
Stock-based compensation expense | 69,000 | 69,000 | ||||||||
Net loss | (28,852,000) | (28,852,000) | ||||||||
Temporary equity, ending balance at Sep. 30, 2023 | 46,334,000 | $ 46,334,000 | ||||||||
Temporary equity, ending balance, Shares at Sep. 30, 2023 | 157,395 | |||||||||
Ending balance at Sep. 30, 2023 | $ (233,969,000) | $ 48,549,000 | $ (282,518,000) | |||||||
Ending balance, Shares at Sep. 30, 2023 | 154,791 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (53,020) | $ (62,765) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 198 | 221 |
Amortization of right-of-use assets | 508 | 500 |
Amortization of contract costs to obtain | 69 | 449 |
Amortization of contract costs to fulfill | 35 | 106 |
Amortization of deferred financing fees | 1,080 | 1,043 |
Stock-based compensation | 222 | 411 |
Bad debt expense | 167 | |
Gain on debt extinguishment | (4,913) | |
Change in fair value of derivative and warrant liabilities | (5,048) | (3,916) |
Warrant expense | 1,047 | 962 |
Noncash interest expense | 32,106 | 9,618 |
Issuance of common stock warrants to advisors | 92 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 8,080 | (6,294) |
Prepaid expenses and other current assets | 329 | (869) |
Other assets | (22) | (134) |
Accounts payable | 5,156 | 6,774 |
Accrued expenses | (1,263) | 2,899 |
Deferred revenue | (195) | (60) |
Lease liabilities | (550) | (565) |
Long-term liabilities | 4,017 | 10 |
Net cash used in operating activities | (11,997) | (51,518) |
Cash flows from investing activities: | ||
Purchases of property, equipment and software | (92) | (208) |
Net cash used in investing activities | (92) | (208) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt | 10,000 | |
Refunds (payments) of deferred financing fees | (291) | 629 |
Proceeds from issuance of convertible notes payable | 4,696 | 30,000 |
Proceeds from exercise of stock options | 12 | |
Net cash provided by financing activities | 14,405 | 30,641 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 2,316 | (21,085) |
Cash, cash equivalents and restricted cash, beginning of period | 7,407 | 31,206 |
Cash, cash equivalents and restricted cash, end of period | 9,723 | 10,121 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 6,428 | 5,086 |
Supplemental noncash investing and financing activities: | ||
Right-of-use assets obtained in exchange for lease obligations | 3,160 | |
Derivative Liability Resulting from Term Loan Amendment | 773 | |
Derivative Liability Resulting from Issuance Of Convertible Notes | $ 55 | 28,688 |
Warrants issued in connection with issuance of convertible notes | 7,041 | |
Issuance of common stock warrants for services | $ 92 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) | $ (28,852) | $ (6,420) | $ (17,748) | $ (23,057) | $ (18,513) | $ (21,195) | $ (53,020) | $ (62,765) |
Insider Trading Arrangements
Insider Trading Arrangements | 9 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization
Organization | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Urgent.ly Inc. (collectively along with other wholly-owned subsidiaries, “Urgent.ly” or the “Company”) was incorporated in the State of Delaware in May 2013. Urgent.ly is a leading connected mobility assistance software platform that matches vehicle owners and operators with service professionals who deliver traditional roadside assistance, proactive maintenance and repair services. Urgent.ly is headquartered in Vienna, Virginia. On September 1, 2017, Roadside Innovation Inc. was incorporated in the State of Delaware as a wholly-owned subsidiary of Urgent.ly for the purpose of obtaining and holding motor club licenses in support of certain services provided by Urgent.ly. On July 23, 2020, Roadside Innovation (Arkansas) Inc. was incorporated in the State of Arkansas as a wholly-owned subsidiary of Urgent.ly for the purpose of obtaining and holding motor club licenses in support of certain services provided by Urgent.ly. On September 3, 2020, Urgently Canada Technologies ULC was incorporated in British Columbia, Canada as a wholly-owned subsidiary of Urgent.ly for the purpose of providing roadside assistance services in Canada. On July 28, 2023, the Company amended its Certificate of Incorporation to effect a 1-for-90 reverse stock split (the “Reverse Stock Split”) of its common stock (“Common Stock”) and Series C preferred stock. The Company has adjusted all periods presented for the effects of the stock split. Liquidity risk and going concern The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. The Company has a history of recurring operating losses and has required debt and equity financing to finance its operations. The Company reported an accumulated deficit of $ 282,518 as of September 30, 2023 and an operating loss of $ 22,304 for the nine months ended September 30, 2023. Liquidity risk is the risk that suitable sources of funding for the Company’s business activities may not be available. The Company has a planning and budgeting process to monitor operating cash requirements including amounts projected for capital expenditures which are adjusted as input variables change. These variables include, but are not limited to, operating cash flows and the availability of other sources of debt and capital. As these variables change, the Company may be required to seek funding through additional equity issuances and/or additional debt financings. As further described in Note 12, the Company completed its acquisition of Otonomo Technologies Ltd. (“Otonomo”) on October 19, 2023. The transaction consisted of the acquisition of the Otonomo business, employees, revenue contracts, technology and net assets, including approxi mately $ 100,000 of cash, cash equivalents, and short-term investments, net of estim ated transaction costs. Additionally, approximately $ 70,400 of Company debt was converted to Common Stock in connection with the Merger, leaving approximately $ 71,800 in principal debt outstanding. The additional cash is expected to fund strategic growth initiatives and daily operations for the combined Company, and to pay down debt as required. Although this cash is available to the Company, and as the Company continues to define the final details related to the Otonomo business integration and assess its capital asset plans related to the current outstanding debt, the Company believes that the current cash on hand may not be sufficient to fund operations beyond twelve months from the date of issuance of these condensed consolidated financial statements. This has led management to conclude that substantial doubt about the Company’s ability to continue as a going concern exists. In the event the Company is unable to successfully raise additional equity or debt or refinance its existing debt during the next twelve months from the date of issuance of the condensed consolidated financial statements, the Company will not have sufficient cash flows and liquidity to finance its business operations as currently contemplated. The condensed consolidated financial statements do not include any adjustments of the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of significant accounting policies There have been no material changes to the Company’s significant accounting policies from its audited consolidated financial statements for the year ended December 31, 2022 included in its final prospectus filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on October 19, 2023 (the “Final Prospectus”). Principles of consolidation The accompanying condensed consolidated financial statements include the accounts of Urgent.ly Inc. and its wholly-owned subsidiaries Roadside Innovation Inc., Roadside Innovation (Arkansas) Inc., and Urgently Canada Technologies ULC. All significant intercompany balances and transactions have been eliminated in consolidation. Basis of presentation The accompanying condensed consolidated balance sheet as of September 30, 2023 and the condensed consolidated statements of operations, redeemable convertible preferred stock and stockholders’ deficit for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022 are unaudited. These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all material adjustments, including normal recurring adjustments, necessary for the fair presentation of its financial position as of September 30, 2023 and its results of operations, changes in redeemable convertible preferred stock and stockholders’ deficit for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022. The results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2023. The condensed consolidated balance sheet at December 31, 2022 was derived from audited financial statements for the year ended December 31, 2022 included in the Final Prospectus but does not contain all of the footnote disclosures from the annual financial statements. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the fiscal years ended December 31, 2022 and 2021 included in the Final Prospectus. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Concentrations of credit risk Financial instruments that subject the Company to credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable. The Company places its cash, cash equivalents and restricted cash in an accredited financial institution and the balances are above federally insured limits. Management monitors the creditworthiness of its customers and believes that it has adequately provided for any exposure to potential credit losses. During the three months ended September 30, 2023 and 2022, 67 % and 72 % of revenue was earned from three and four customers, respectively. During the nine months ended September 30, 2023 and 2022, 64 % and 70 % of revenue was earned from three and four customers, respectively. At September 30, 2023 and December 31, 2022 , 59 % and 34 % of accounts receivable was due from four and two customers, respectively. Modification of debt instruments Modifications or exchanges of debt, which are not considered a troubled debt restructuring, are considered extinguishments if the terms of the new debt and the original instrument are substantially different. The instruments are considered substantially different when the present value of the cash flows under the terms of the new debt instrument are at least 10 % different from the present value of the remaining cash flows under the terms of the original instrument. If the original and new debt instruments are substantially different, the original debt is derecognized and the new debt is initially recorded at fair value, with the difference recognized as an extinguishment gain or loss. During the nine months ended September 30, 2023, the Company amended its term loans and convertible promissory notes (see Note 6). Segment reporting The Company has one primary business unit based on how management internally evaluates separate financial information, business activities and management responsibility: Mobility Assistance Services. The Mobility Assistance Services segment includes all products, services and software used to generate revenue under the Company’s commercial agreements. As the Company only operates in one segment, it does not separately allocate operating expenses or specific assets. New accounting pronouncement In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This updated guidance sets forth a current expected credit loss model based on expected losses. Under this model, an entity recognizes an allowance for expected credit losses based on historical experience, current conditions and forecasted information rather than the current methodology of delaying recognition of credit losses until it is probable a loss has been incurred. This guidance becomes effective for the Company beginning in interim periods starting in fiscal year 2023. The Company adopted the new standard effective January 1, 2023 , and adoption did no t have a material impact on the Company's consolidated financial statements. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue The Company generates substantially all its revenues from roadside assistance services (“RAS”) initiated through its software platform primarily in the United States and Canada. The Company’s platform enables its customers (“Customer Partners”) to outsource delivery for all or portions of their roadside assistance programs. The Company manages the RAS process after receiving the initial distress call or web-based request through final disposition. Urgent.ly contracts with original equipment manufacturers (“OEM”), insurance companies, fleet management companies (including car rental companies) and aftermarket companies, which collectively represent the Company’s Customer Partners. These Customer Partners, who are our direct customers, in turn, offer roadside assistance plans to their customers (the “Consumers”). The Company recognizes revenue when there is evidence of a contract, probable collection of the consideration to which the Company expects to be entitled to receive, and completion of the performance obligations. Urgent.ly recognizes revenue on a gross basis (as the principal) or net basis (as the agent) depending on the nature of the Company’s role with respect to the Customer Partner to deliver roadside assistance services. Full-service outsourcing - flat rate Under the full-service outsourcing-flat rate agreements, the Company controls the services prior to the transfer to the Customer Partner. The nature of the Company’s promise is to provide a series of distinct services that the Company accounts for as a single performance obligation. As a result, the Company records revenues from flat rate service arrangements on a gross revenue basis and the costs are recorded as part of the cost of service. The Company has applied the right to invoice practical expedient in recognizing these revenues. The Company recognizes these revenues over time. Full-service outsourcing - claim cost pass-through Under the claim cost pass-through arrangement, the Company’s performance obligation is solely to arrange the dispatch of the roadside assistance services. The Company does not control all roadside assistance services. The Customer Partner controls all other RAS services prior to the transfer to the motorist, the ultimate consumer. The Company acts as an agent in this transaction and, as a result, the Company records only its flat dispatch fee as revenue from its claim cost pass-through arrangements, net of the costs incurred from the subcontract service providers. The Company recognizes these revenues over time. Membership The Company also derives revenues from membership offerings for roadside assistance services, for which the Company’s performance obligation is to provide roadside assistance services primarily to its Customer Partners’ members. The Company applied the right to invoice practical expedient and recognizes these revenues over time when the related fee is invoiced. The cost of providing services is charged to cost of revenue as incurred. Software licensing arrangements The Company occasionally enters into licensing arrangements with Customer Partners to provide access to its standard software platform. The Company customarily provides the Customer Partner with standard maintenance on licensed software which includes technical support and when-and-if available updates. The Company considers this a service of standing-ready to the customer to provide technical support and upgrades as needed, and unspecified upgrades are provided on a when-and-if available basis for the duration of the maintenance period. The license revenue and the maintenance bundled in the arrangement are considered a single performance obligation that is recognized over the term of the agreement. Professional services The Company sells professional services either on a stand-alone basis or as services bundled with software. Professional services include customization and design, integration, training and consulting services. Professional services performed by the Company represent distinct performance obligations, not highly interdependent or highly interrelated with the Company’s platform license and SaaS arrangements. The standalone selling prices are determined based on contracted terms on a contract by contract basis. Revenue for customization and design services represents the transfer to the customer for the right to access the customized software and therefore is recorded over time. Revenues for integration services, training and consulting services are separate performance obligations recognized over time as these and the SaaS arrangements can be purchased separately from the platform and SaaS arrangements. Revenue on a disaggregated basis is as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Full-service outsourcing—flat rate $ 45,794 $ 51,178 $ 138,297 $ 132,817 Full-service outsourcing—claim cost pass-through 38 14 42 35 Membership 99 889 948 2,566 Software licensing arrangements 45 8 174 80 Professional services 71 45 141 125 Total revenue $ 46,047 $ 52,134 $ 139,602 $ 135,623 Contract assets The Company capitalizes costs to obtain contracts with Customer Partners, primarily employee sales commissions. At contract inception, the Company capitalizes such costs that it expects to recover and that would not have been incurred if the contract had not been obtained. Sales commissions earned by the Company’s sales team are considered incremental and recoverable costs of obtaining a contract and are deferred as other non-current assets and amortized on a straight-line basis over the initial contract term with an amortization period that exceeds one year. Commission expenses are included in sales and marketing expense on the condensed consolidated statements of operations. The expected period of benefit is determined using the initial contract term. In connection with certain contracts, the Company capitalizes costs to fulfill contracts with Customer Partners, primarily costs to customize and integrate its platform in support of the contract requirements. Costs to fulfill are considered incremental and recoverable costs and are deferred as other non-current assets and amortized on a straight-line basis over the expected period of benefit for contracts with an amortization period that exceeds one year and included in cost of revenue on the condensed consolidated statements of operations. The expected period of benefit is determined using the initial contract term. 2023 2022 Contract assets as of January 1 $ 370 $ 1,048 Additional contract costs to obtain — 134 Amortization of contract costs to obtain ( 69 ) ( 449 ) Amortization of contract costs to fulfill ( 35 ) ( 106 ) Contract assets as of September 30 $ 266 $ 627 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | 4. Fair value measurements The Company measures certain financial assets and liabilities at fair value. Fair value is determined based on the exit price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. The Company’s population of financial assets and liabilities subject to fair value measurements on a recurring basis are as follows: Fair Value as of September 30, 2023 Recurring fair value measurements Level 1 Level 2 Level 3 Total Liabilities: Derivative liability, current $ — $ — $ 31,142 $ 31,142 Derivative liability, long-term — — 928 $ 928 Warrant liability — — 11,479 11,479 Total liabilities in fair value hierarchy $ — $ — $ 43,549 $ 43,549 Fair Value as of December 31, 2022 Recurring fair value measurements Level 1 Level 2 Level 3 Total Liabilities: Derivative liability $ — $ — $ 32,765 $ 32,765 Warrant liability — — 13,957 13,957 Total liabilities in fair value hierarchy $ — $ — $ 46,722 $ 46,722 Level 3 financial liabilities consist of the derivative liability and the warrant liability for which there is no current market for the securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The Company’s derivative liability represents embedded share-settled redemption and contingent fee features bifurcated from the underlying convertible notes and term loans and is carried at fair value. The changes in the fair value of the derivative liability are recorded as Change in fair value of derivative liability in the condensed consolidated statements of operations. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Since derivative financial instruments are initially and subsequently carried at fair value, the Company’s income will reflect the volatility in these estimate and assumption changes. The fair value of the share-settled redemption derivative liability was estimated based on the present value of the redemption discounts applied to the principal amount of each of the respective convertible promissory notes, adjusted to reflect the weighted probability of exercise. The fair value of the contingent fee derivative liability was estimated based on its total value, adjusted to reflect the weighted probability of the occurrence of the contingent event. The Company estimates the fair value of the warrant liability using the projected future cash flows and discounting the future amounts to a present value using market-based expectations for interest rates and the contractual terms of the warrants. Changes in the fair value of the warrant liability are recorded as Change in the fair value of the warrant liability in the condensed consolidated statements of operations. The following table presents a reconciliation of the changes in fair value of the beginning and ending balances for the Company’s derivative liability and warrant liability at fair value using inputs classified as Level 3 in the fair value hierarchy: Derivative Warrant Total Balance at December 31, 2022 $ 32,765 $ 13,957 $ 46,722 Issuances 1,320 1,047 2,367 Extinguishments ( 492 ) — ( 492 ) Change in fair value ( 1,523 ) ( 3,525 ) ( 5,048 ) Balance at September 30, 2023 $ 32,070 $ 11,479 $ 43,549 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. Accrued expenses Accrued expenses consist of the following as of the periods presented: September 30, December 31, Accrued service provider costs $ 9,369 $ 5,461 Accrued compensation 552 1,054 Accrued contract labor 484 2,400 Credit card liabilities 650 100 Accrued lender fees 2,320 — Accrued transaction costs 2,122 — Other accrued liabilities 2,706 4,107 Total accrued expenses $ 18,203 $ 13,122 |
Debt Arrangements
Debt Arrangements | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt arrangements | 6. Debt arrangements The Company’s debt arrangements consist of the following as of the periods presented: September 30, December 31, 2021 convertible promissory notes with an interest rate of 10.0 % per annum maturing June 30, 2024 $ 39,957 $ 39,957 Structural Capital term loan with an interest rate at the greater 14.0 % or the prime rate plus 7.5 % per annum for the first 14,000 , 13.5 % or the prime rate plus 7.0 % for the remaining 13,500 ; maturing on November 1, 2024 (see Note 12) 27,500 17,500 Highbridge Capital term loan with an interest rate ranging 12 %- 13 % per annum maturing on January 31, 2025 40,000 40,000 2022 convertible promissory notes with an interest rate of 15.0 % per annum maturing June 30, 2024 30,000 30,000 2023 convertible promissory notes with an interest rate of 15.0 % per annum maturing June 30, 2024 4,696 — 142,153 127,457 Less: current portion ( 74,653 ) — Less: debt issuance costs and discounts, long-term ( 1,940 ) ( 28,014 ) Total long-term debt, net $ 65,560 $ 99,443 Structural Capital term loan On February 9, 2023, the Company executed the First Amendment to the Second Amended and Restated Loan Agreement (the “First Amendment”) with Structural Capital. Borrowings under the First Amendment accrue interest monthly at the greater of 14.0 % or 7.5 % plus the prime rate (which can be no less than 3.25 %) for the first $ 14,000 outstanding, and the greater of 13.5 % or 7.0 % plus the prime rate (which can be no less than 3.25 %) for the remaining $ 3,500 outstanding. The scheduled maturity is November 1, 2024 as a result of the merger with Otonomo (see Note 12). Upon repayment, the First Amendment requires a final payment fee of $ 840 , a success fee of $ 2,406 , a restructuring fee of $ 2,232 , and an amendment fee of $ 1,014 . The Company is accreting these fees to interest expense over the term of the loan. Under the First Amendment, the success fee would be increased by $ 656 upon the occurrence of certain contingent events, including a merger transaction. The Company concluded that this feature was not clearly and closely associated with the risk of the debt host instrument and has therefore been bifurcated and separately accounted for as a derivative financial instrument. The fair value of the derivative liability of $ 492 was recorded separately from the term loan with an offsetting amount recorded as a debt discount. The debt discount is amortized over the remaining term of the term loan using the effective interest method. The First Amendment was accounted for as a debt modification and, accordingly, no gain or loss was recognized. On May 18, 2023, the Company executed the Second Amendment to the Second Amended and Restated Loan Agreement (the “Structural Second Amendment”) which increased the term loan amount by $ 10,000 (“Tranche 2”). Tranche 2 borrowings under the Structural Second Amendment accrue interest monthly at the greater of 13.5 % or 7.0 % plus the prime rate (which can be no less than 3.25 %). Upon repayment, the Structural Second Amendment added $ 400 to the repayment fee. All other terms remain unchanged from the First Amendment. In connection with the amendment, the $ 492 derivative liability resulting from the First Amendment was written off and a new derivative liability of $ 773 was established, and this derivative was remeasured to $ 928 at September 30, 2023. The Structural Second Amendment was accounted for as a debt extinguishment and, accordingly, a $ 4,913 gain was recognized. The gain resulted from the write-off of accrued lender fees, deferred financing fees, debt discounts, and a derivative liability, all related to the Structural term loan. In connection with the Structural Second Amendment, the Company issued warrants to purchase Common Stock in an aggregate amount of $ 500 with an exercise price of $ 0.90 per share expiring on May 18, 2033. The number of shares issued is based on Warrant Coverage, which is defined as a dollar value divided by the price factor at the time the warrant is exercised, as defined in the agreement. The fair value of these warrants was determined to be de minimis. Highbridge Capital term loan On February 9, 2023, the Company executed the Second Amendment to Loan and Security Agreement (the “Highbridge Second Amendment”) with a consortium led by Highbridge Capital Management, LLC. The Highbridge Second Amendment limits the commitment amount to $ 40,000 . Borrowings under the 2023 Amended Highbridge Term Loan accrue interest at a rate of 12.0 % through June 2023, increasing to 13.0 % through maturity, and payments are made quarterly in arrears. The scheduled maturity is January 31, 2025 as a result of the merger with Otonomo (see Note 12). Upon repayment, the loan requires a first amendment fee of $ 2,319 , a second amendment fee of $ 3,000 , and a consent fee of $ 4,639 . The Company is accreting these fees to interest expense over the term of the loan. The Highbridge Second Amendment was accounted for as a debt modification and, accordingly, no gain or loss was recognized. On May 18, 2023, the Company executed the Third Amendment to Loan and Security Agreement (the “Third Amendment”) with a consortium led by Highbridge Capital Management, LLC. The Third Amendment amended the definition of “Permitted Indebtedness” as a result of the Structural Second Amendment and added an amendment fee of $ 400 . Convertible promissory notes On February 9, 2023, the Company executed amendments with twelve holders of the 2022 convertible promissory notes. The amendments include an additional settlement feature that provides for automatic conversion of the notes upon consummation of an approved acquisition and related public listing of Common Stock on a nationally recognized exchange at a price per share equal to 65 % of the total equity value, as defined in the amendment, divided by the Company capitalization immediately prior to the acquisition. The amendments were accounted for as a modification and, accordingly, no gain or loss was recognized. In April and May 2023, the Company issued approximately $ 4,700 in convertible promissory notes (“2023 Convertible Notes”). Simple interest accrues on the 2023 Convertible Notes at the rate of 15 % per annum, and all principal and unpaid interest is due and payable on June 30, 2024 . Prepayment of the notes is only allowed with the consent of the majority of the noteholders. The 2023 Convertible Notes can settle as follows: (i) Optional conversion into Series C preferred stock. At any time upon the election of the noteholder, the outstanding principal of the 2023 Convertible Notes and any unpaid accrued interest shall convert into shares of the Company’s Series C convertible preferred stock at a conversion price per share equal to the lesser of $ 3.66191 , or the Cap Price (defined as $ 380,000 divided by the Company’s capitalization). (ii) Optional conversion in an Equity Financing. If the Company sells shares of preferred stock (“Equity Financing”, as such term is defined in the 2023 Convertible Notes agreement), then the holders have the option to convert the outstanding principal amount and any unpaid accrued interest into shares of the series of convertible preferred stock issued in the Equity Financing at a price per share equal to the lesser of (i) 0.70 multiplied by the per share price paid by the cash investors in the Equity Financing, or (ii) the Cap Price. (iii) Approved Acquisition and Direct Listing. Upon an Approved Acquisition and a Direct Listing, as defined in the 2023 Convertible Notes agreement, the outstanding principal and interest will automatically convert into Common Stock at a price per share equal to 80 % of the quotient obtained by dividing the (i) Total Equity Value by (ii) the Company capitalization immediately prior to the consummation of the Approved Acquisition. The Total Equity Value means the lesser of (i) $ 271,000 , plus the Company’s cash and cash equivalents and less certain debt (as defined in the agreement), and (ii) the Aggregate Valuation in the Approved Acquisition, plus the Company’s cash and cash equivalents and less certain debt (as defined in the agreement). (iv) Company Sale. If the Company consummates a sale of the Company while the 2023 Convertible Notes are outstanding, the Company will repay the holders in cash in an amount equal to 300 % of the outstanding principal amount of the notes plus any unpaid accrued interest. The Company concluded that certain settlement features of the 2023 Convertible Notes were determined to not be clearly and closely associated with the risk of the debt host instrument and have therefore been bifurcated and separately accounted for as derivative financial instruments. The Company will remeasure the fair market value of the derivative liability at each balance sheet date and recognize any change in Other income (expense), net in the condensed consolidated statements of operations. The Company determined the measurement of its derivative liabilities to be a Level 3 fair value measurement based on management’s estimate of the expected future cash flows required to settle the liabilities. The Company determined the fair value of the derivative liability related to the 2023 Convertible Notes to be $ 55 upon issuance. The fair value of the derivative liability was recorded separately from the convertible notes with an offsetting amount recorded as a debt discount to be amortized to interest expense using the effective interest method. The fair value of the derivative liability at September 30, 2023 was $ 1,075 . |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 7. Stock-based compensation Equity plans The Company has a 2013 Equity Incentive Plan (the “Plan”), under which it may grant incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, and stock appreciation rights to selected employees, directors and consultants. In February 2023, the board of directors of the Company (the “Board”) approved an increase in the number of shares of Common Stock reserved for issuance under the Plan by 698,675 shares. The Company has 771,680 shares of Common Stock reserved for issuance under the Plan as of September 30, 2023. The Plan is administered by the Board, which determines the terms of options, including exercise price, the number of shares subject to the options, the vesting schedule, and the terms and conditions of the exercise. On June 16, 2023, the Board approved the 2023 Equity Incentive Plan (the “2023 Plan”), which will become effective upon the filing of a Form 8-A with the SEC. The 2023 Plan provides for the granting of stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to employees, directors and consultants and any of the Company’s future subsidiary corporations’ employees and consultants. 1,383,197 shares of Common Stock are reserved for issuance pursuant to the 2023 Plan and will be subject to an annual increase. On June 16, 2023, the Company’s Board approved the 2023 Employee Stock Purchase Plan (the “ESPP”), which was effective upon approval. The ESPP allows for the sale of 221,311 shares of Common Stock to eligible employees within established offering periods with certain limitations on participation by individual employees and is subject to an annual increase. Stock options There were no stock options granted during the three and nine months ended September 30, 2023. As of September 30, 2023, there were 726,261 shares available for future grants under the Plan. The fair value of stock options is recognized as expense on a straight-line basis over the vesting periods. During the three months ended September 30, 2023 and 2022, the Company recognized compensation expense related to stock options of $ 69 and $ 110 , respectively. During the nine months ended September 30, 2023 and 2022, the Company recognized compensation expense related to stock options of $ 222 and $ 411 , respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income taxes The Company accounts for income taxes as required by FASB Accounting Standards Codification (“ASC”) Topic No. 740, Income Taxes . This Topic clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Topic also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Topic requires an entity to recognize the financial statement impact of a tax position when it is more likely than not that the position will be sustained upon examination. The amount recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. In addition, the Topic permits an entity to recognize interest and penalties related to tax uncertainties as either income tax expense or operating expenses. The Company has chosen to recognize interest and penalties related to tax uncertainties as income tax expense. The Company assesses whether a valuation allowance should be recorded against its deferred tax assets based on the consideration of all available evidence, using a “more likely than not” realization standard. The four sources of taxable income that must be considered in determining whether deferred tax assets will be realized are: (1) future reversals of existing taxable temporary differences (i.e., offset of gross deferred tax liabilities against gross deferred tax assets); (2) taxable income in prior carryback years, if carryback is permitted under the applicable tax law; (3) tax planning strategies; and (4) future taxable income exclusive of reversing temporary differences and carryforwards. In assessing whether a valuation allowance is required, significant weight is to be given to evidence that can be objectively verified. A significant factor in the Company’s assessment is the Company’s three-year cumulative loss. These facts, combined with uncertain near-term market and economic conditions, reduced the Company’s ability to rely on projections of future taxable income in assessing the realizability of its deferred tax assets. After a review of the four sources of taxable income as of December 31, 2022, and after consideration of the Company’s cumulative loss position as of December 31, 2022, the Company will continue to reserve its U.S.-based deferred tax amounts as of September 30, 2023. |
Related-party Transactions
Related-party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-party Transactions | 9. Related-party transactions During 2018, the Company entered into a service agreement with a shareholder to provide scheduled long-distance towing or transport services under a recall program for vehicles not in warranty of the shareholder’s roadside assistance program in the United States. In 2019, the Company entered into a separate agreement with the same shareholder to provide emergency roadside assistance for the shareholder’s customers related to its four vehicle brands in the United States. Total revenue recognized for the three months ended September 30, 2023 and 2022 amounted to $ 7,487 and $ 6,558 , respectively. Total revenue recognized for the nine months ended September 30, 2023 and 2022 amounted to $ 21,865 and $ 18,797, respectively. As of September 30, 2023 and December 31, 2022, $ 2,479 a nd $ 4,151 , respectively, of revenue related to these agreements was included in accounts receivable on the accompanying condensed consolidated balance sheets. During 2018, the Company entered into a service agreement with a shareholder to provide services to its managed fleet maintenance customers. The services include primary towing roadside assistance and non-tow services including jump starts, tire change, lockout services and emergency fuel delivery. For the three months ended September 30, 2023 and 2022, total revenue recognized under the fleet agreement amounted to $ 2,945 and $ 3,057 , respectively. For the nine months ended September 30, 2023 and 2022, total revenue recognized under the fleet agreement amounted to $ 9,073 and $ 8,877 , respectively. Also in 2019, the Company entered into a separate service agreement with the same shareholder. Under the terms of the agreement, the Company will provide emergency roadside assistance for the shareholder’s customers related to its car rental brands in the United States. Total revenue recognized for the three months ended September 30, 2023 and 2022 under the rental agreement amounted to $ 8,112 and $ 8,488 , respectively. Total revenue recognized for the nine months ended September 30, 2023 and 2022 under the rental agreement amounted to $ 22,377 and $ 20,775 , respectively. As of September 30, 2023 and December 31, 2022, $ 5,371 and $ 5,924 , respectively, of revenue related to these agreements was included in accounts receivable on the accompanying condensed consolidated balance sheets. During 2020, the Company entered into a service agreement with a shareholder. Under the terms of the agreement, the Company will provide emergency roadside assistance for the shareholder’s customers related to its two vehicle brands in the United States and Canada. Total revenue recognized for the three months ended September 30, 2023 and 2022 was $ 1,471 and $ 1,781 respectively. Total revenue recognized for the nine months ended September 30, 2023 and 2022 was $ 6,939 and $ 9,150 , respectively. As of September 30, 2023 and December 31, 2022, $ 2,286 and $ 2,882 , respectively, of revenue related to these agreements was included in accounts receivable on the accompanying condensed consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and contingencies Litigation The Company from time to time may be involved in various claims and legal proceedings that arise in the ordinary course of business. It is the opinion of management that there are no unresolved claims and litigation in which the Company is currently involved that will materially affect the financial position or operations of the Company. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | 11. Leases The Company leases office space, equipment and furniture, and certain office space is subleased. Management determines if a contract is a lease at the inception of the arrangement and reviews all options to extend, terminate, or purchase its right-of-use assets at the inception of the lease and accounts for these options when they are reasonably certain of being exercised. Leases with an initial term of greater than twelve months are recorded on the condensed consolidated balance sheet. Lease expense is recognized on a straight-line basis over the lease term. The Company’s lease contracts generally do not provide a readily determinable implicit rate. For these contracts, the estimated incremental borrowing rate is based on information available at the inception of the lease. Operating lease cost consists of the following: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Lease cost $ 296 $ 305 $ 880 $ 895 Sublease income ( 69 ) ( 69 ) ( 206 ) ( 187 ) Total lease cost $ 227 $ 236 $ 674 $ 708 The maturity of operating lease liabilities is presented in the following table as of September 30, 2023: 2023 $ 238 2024 757 2025 618 2026 635 2027 458 Thereafter — Total lease payments 2,706 Less imputed interest ( 396 ) Present value of lease liabilities $ 2,310 Additional information relating to the Company’s operating leases follows: September 30, December 31, Weighted average remaining lease term (years) 3.6 4.2 Weighted average discount rate 8.8 % 8.6 % |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent events The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The following events were noted: Otonomo Merger On October 19, 2023, the Company completed its acquisition of Otonomo in accordance with the terms of the Agreement and Plan of Merger, dated as of February 9, 2023 (the “Merger Agreement”), by and among the Company, Otonomo, and U.O Odyssey Merger Sub Ltd. (“Merger Sub”), in which Merger Sub merged with and into Otonomo, with Otonomo surviving as a direct wholly owned subsidiary of the Company that will continue to be governed by Israeli law (the “Merger”). At the time at which the Merger became effective pursuant to the terms of the Merger Agreement (the “Effective Time”), the Company issued an aggregate of 5,435,568 shares of its Common Stock to former Otonomo shareholders based on an exchange ratio of 0.51756 shares of Common Stock for each Otonomo ordinary share (excluding shares owned by Otonomo subsidiaries and shares to be canceled pursuant to the Merger Agreement) (the “Exchange Ratio”). In addition, each outstanding restricted share unit award relating to Otonomo ordinary shares (an “Otonomo RSU”) granted under Otonomo’s 2021 Equity Incentive Plan (the “Otonomo Plan”) was assumed by the Company on the same terms and conditions as applied to the Otonomo RSU award immediately prior to the Effective Time and settled into a number of shares of Common Stock equal to the product obtained by multiplying (i) the number of Otonomo ordinary shares subject to the Otonomo RSU award immediately prior to the Effective Time by (ii) the Exchange Ratio. Such assumed Otonomo RSUs continue to be governed by the terms and conditions of the Otonomo Plan. Upon the closing of the Merger, the Company assumed the Otonomo Plan. Immediately following the Merger, the Company’s existing securityholders owned 60.3 % of the combined company on a fully diluted basis and Otonomo’s securityholders owned approximately 39.7 % of the combined company on a fully diluted basis. In connection with the Merger, the Company executed amendments with 37 holders of the 2022 convertible promissory notes with terms consistent with those described in Note 6. Additionally, all of the 2021 and 2023 convertible notes, 86 % of the 2022 convertible notes, and substantially all of the outstanding warrants were converted to shares of the Company’s Common Stock. In accordance with the terms of the Structural Capital and Highbridge Capital term loans, the closing of the Merger triggered extensions of the maturity dates to November 1, 2024 and January 31, 2025 , respectively. Therefore, the net debt and related embedded derivative liability associated with the term loans has been classified as long-term in the accompanying condensed consolidated balance sheet as of September 30, 2023. Warrant Amendments In connection with the Merger, on October 16, 2023, the Company entered into agreements to amend and restate all outstanding warrants held by Structural Capital. The warrants provided for warrant coverage that was variable based on the occurrence of certain events or calculated as a percentage of the Company’s outstanding capitalization, and each warrant was amended and restated to, among other things, revise the calculations for determining the number of shares exercisable under the warrants to provide for a fixed share count that reflected the Merger and the transactions contemplated thereby. In addition, on October 18, 2023, the Company entered into agreements to amend and restate all outstanding warrants to purchase shares of the Company’s Common Stock with the Highbridge Capital consortium. The warrants provided for warrant coverage that was calculated as a percentage of the Company’s outstanding capitalization, and each warrant was amended and restated to, among other things, revise the calculations for determining the number of shares exercisable under the warrants to provide for a fixed share count that reflected the Merger and the transactions contemplated thereby, and to provide for automatic net exercise of the warrants in connection with the closing of the Merger and consummation of the transactions contemplated thereby. Amendment to Certificate of Incorporation On October 19, 2023, the Company amended its Certificate of Incorporation to adjust its number of authorized shares of stock to the following: (i) 1,000,000,000 shares of Common Stock, $ 0.001 par value per share, and (ii) 100,000,000 shares of preferred stock, $ 0.001 par value per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation The accompanying condensed consolidated financial statements include the accounts of Urgent.ly Inc. and its wholly-owned subsidiaries Roadside Innovation Inc., Roadside Innovation (Arkansas) Inc., and Urgently Canada Technologies ULC. All significant intercompany balances and transactions have been eliminated in consolidation. |
Basis of presentation | Basis of presentation The accompanying condensed consolidated balance sheet as of September 30, 2023 and the condensed consolidated statements of operations, redeemable convertible preferred stock and stockholders’ deficit for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022 are unaudited. These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all material adjustments, including normal recurring adjustments, necessary for the fair presentation of its financial position as of September 30, 2023 and its results of operations, changes in redeemable convertible preferred stock and stockholders’ deficit for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022. The results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2023. The condensed consolidated balance sheet at December 31, 2022 was derived from audited financial statements for the year ended December 31, 2022 included in the Final Prospectus but does not contain all of the footnote disclosures from the annual financial statements. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the fiscal years ended December 31, 2022 and 2021 included in the Final Prospectus. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Concentrations of credit risk | Concentrations of credit risk Financial instruments that subject the Company to credit risk consist primarily of cash, cash equivalents, restricted cash and accounts receivable. The Company places its cash, cash equivalents and restricted cash in an accredited financial institution and the balances are above federally insured limits. Management monitors the creditworthiness of its customers and believes that it has adequately provided for any exposure to potential credit losses. During the three months ended September 30, 2023 and 2022, 67 % and 72 % of revenue was earned from three and four customers, respectively. During the nine months ended September 30, 2023 and 2022, 64 % and 70 % of revenue was earned from three and four customers, respectively. At September 30, 2023 and December 31, 2022 , 59 % and 34 % of accounts receivable was due from four and two customers, respectively. |
Modification of debt instruments | Modification of debt instruments Modifications or exchanges of debt, which are not considered a troubled debt restructuring, are considered extinguishments if the terms of the new debt and the original instrument are substantially different. The instruments are considered substantially different when the present value of the cash flows under the terms of the new debt instrument are at least 10 % different from the present value of the remaining cash flows under the terms of the original instrument. If the original and new debt instruments are substantially different, the original debt is derecognized and the new debt is initially recorded at fair value, with the difference recognized as an extinguishment gain or loss. During the nine months ended September 30, 2023, the Company amended its term loans and convertible promissory notes (see Note 6). |
Segment reporting | Segment reporting The Company has one primary business unit based on how management internally evaluates separate financial information, business activities and management responsibility: Mobility Assistance Services. The Mobility Assistance Services segment includes all products, services and software used to generate revenue under the Company’s commercial agreements. As the Company only operates in one segment, it does not separately allocate operating expenses or specific assets. |
New accounting pronouncement | New accounting pronouncement In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This updated guidance sets forth a current expected credit loss model based on expected losses. Under this model, an entity recognizes an allowance for expected credit losses based on historical experience, current conditions and forecasted information rather than the current methodology of delaying recognition of credit losses until it is probable a loss has been incurred. This guidance becomes effective for the Company beginning in interim periods starting in fiscal year 2023. The Company adopted the new standard effective January 1, 2023 , and adoption did no t have a material impact on the Company's consolidated financial statements. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenues on Disaggregated Basis | Revenue on a disaggregated basis is as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Full-service outsourcing—flat rate $ 45,794 $ 51,178 $ 138,297 $ 132,817 Full-service outsourcing—claim cost pass-through 38 14 42 35 Membership 99 889 948 2,566 Software licensing arrangements 45 8 174 80 Professional services 71 45 141 125 Total revenue $ 46,047 $ 52,134 $ 139,602 $ 135,623 |
Schedule of Contract assets | The expected period of benefit is determined using the initial contract term. 2023 2022 Contract assets as of January 1 $ 370 $ 1,048 Additional contract costs to obtain — 134 Amortization of contract costs to obtain ( 69 ) ( 449 ) Amortization of contract costs to fulfill ( 35 ) ( 106 ) Contract assets as of September 30 $ 266 $ 627 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets And Liabilities Measurement on Recurring Basis | The Company’s population of financial assets and liabilities subject to fair value measurements on a recurring basis are as follows: Fair Value as of September 30, 2023 Recurring fair value measurements Level 1 Level 2 Level 3 Total Liabilities: Derivative liability, current $ — $ — $ 31,142 $ 31,142 Derivative liability, long-term — — 928 $ 928 Warrant liability — — 11,479 11,479 Total liabilities in fair value hierarchy $ — $ — $ 43,549 $ 43,549 Fair Value as of December 31, 2022 Recurring fair value measurements Level 1 Level 2 Level 3 Total Liabilities: Derivative liability $ — $ — $ 32,765 $ 32,765 Warrant liability — — 13,957 13,957 Total liabilities in fair value hierarchy $ — $ — $ 46,722 $ 46,722 |
Reconciliation of Change in Fair Value of Derivative Liability And Warrant Liability | The following table presents a reconciliation of the changes in fair value of the beginning and ending balances for the Company’s derivative liability and warrant liability at fair value using inputs classified as Level 3 in the fair value hierarchy: Derivative Warrant Total Balance at December 31, 2022 $ 32,765 $ 13,957 $ 46,722 Issuances 1,320 1,047 2,367 Extinguishments ( 492 ) — ( 492 ) Change in fair value ( 1,523 ) ( 3,525 ) ( 5,048 ) Balance at September 30, 2023 $ 32,070 $ 11,479 $ 43,549 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following as of the periods presented: September 30, December 31, Accrued service provider costs $ 9,369 $ 5,461 Accrued compensation 552 1,054 Accrued contract labor 484 2,400 Credit card liabilities 650 100 Accrued lender fees 2,320 — Accrued transaction costs 2,122 — Other accrued liabilities 2,706 4,107 Total accrued expenses $ 18,203 $ 13,122 |
Debt Arrangements (Tables)
Debt Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Debt Arrangements | The Company’s debt arrangements consist of the following as of the periods presented: September 30, December 31, 2021 convertible promissory notes with an interest rate of 10.0 % per annum maturing June 30, 2024 $ 39,957 $ 39,957 Structural Capital term loan with an interest rate at the greater 14.0 % or the prime rate plus 7.5 % per annum for the first 14,000 , 13.5 % or the prime rate plus 7.0 % for the remaining 13,500 ; maturing on November 1, 2024 (see Note 12) 27,500 17,500 Highbridge Capital term loan with an interest rate ranging 12 %- 13 % per annum maturing on January 31, 2025 40,000 40,000 2022 convertible promissory notes with an interest rate of 15.0 % per annum maturing June 30, 2024 30,000 30,000 2023 convertible promissory notes with an interest rate of 15.0 % per annum maturing June 30, 2024 4,696 — 142,153 127,457 Less: current portion ( 74,653 ) — Less: debt issuance costs and discounts, long-term ( 1,940 ) ( 28,014 ) Total long-term debt, net $ 65,560 $ 99,443 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Summary of Operating Lease Cost | Operating lease cost consists of the following: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Lease cost $ 296 $ 305 $ 880 $ 895 Sublease income ( 69 ) ( 69 ) ( 206 ) ( 187 ) Total lease cost $ 227 $ 236 $ 674 $ 708 |
Summary of Maturity of Operating Lease Liabilities | The maturity of operating lease liabilities is presented in the following table as of September 30, 2023: 2023 $ 238 2024 757 2025 618 2026 635 2027 458 Thereafter — Total lease payments 2,706 Less imputed interest ( 396 ) Present value of lease liabilities $ 2,310 |
Summary of Additional Information Relating to Company's Operating Leases | Additional information relating to the Company’s operating leases follows: September 30, December 31, Weighted average remaining lease term (years) 3.6 4.2 Weighted average discount rate 8.8 % 8.6 % |
Organization - Additional Infor
Organization - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Oct. 19, 2023 USD ($) | Jul. 28, 2023 | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Accumulated deficit | $ (282,518) | $ (282,518) | $ (229,498) | ||||
Operating loss | $ (5,848) | $ (13,132) | $ (22,304) | $ (45,127) | |||
Merger Agreement | Otonomo | Subsequent Event | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Cash, cash equivalents, and short-term investments, net of estimated transaction costs | $ 100,000 | ||||||
Business combination debt converted to common shares, value | 70,400 | ||||||
Business combination, debt outstanding | $ 71,800 | ||||||
Common Stock [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Reverse stock split, description | a 1-for-90 reverse stock split | ||||||
Reverse stock split ratio | 0.01 | ||||||
Series C Preferred Stock [Member] | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Reverse stock split, description | a 1-for-90 reverse stock split | ||||||
Reverse stock split ratio | 0.01 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 Unit Segment | Sep. 30, 2022 | Dec. 31, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Present value of cashflow modification of debt instrument percentage | 10% | ||||
Number of business unit | Unit | 1 | ||||
Number of operating segment | Segment | 1 | ||||
Customer Concentration Risk | Two Customers | Accounts Receivable | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration Risk, Percentage | 34% | ||||
Customer Concentration Risk | Three Customers | Revenue | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration Risk, Percentage | 67% | 64% | |||
Customer Concentration Risk | Three Customers | Accounts Receivable | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration Risk, Percentage | 59% | ||||
Customer Concentration Risk | Four Customers | Revenue | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration Risk, Percentage | 72% | 70% | |||
ASU 2016-13 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Change in accounting principle, ASU, Adopted [true false] | true | true | |||
Change in accounting principle, ASU, Adoption date | Jan. 01, 2023 | Jan. 01, 2023 | |||
Change in Accounting Principle, ASU, Immaterial effect [true false] | true | true |
Revenue - Schedule of Revenues
Revenue - Schedule of Revenues on Disaggregated Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of revenue | ||||
Revenue | $ 46,047 | $ 52,134 | $ 139,602 | $ 135,623 |
Full-service outsourcing -flat rate | ||||
Disaggregation of revenue | ||||
Revenue | 45,794 | 51,178 | 138,297 | 132,817 |
Full-service outsourcing - claim cost pass-through | ||||
Disaggregation of revenue | ||||
Revenue | 38 | 14 | 42 | 35 |
Membership | ||||
Disaggregation of revenue | ||||
Revenue | 99 | 889 | 948 | 2,566 |
Software licensing arrangements | ||||
Disaggregation of revenue | ||||
Revenue | 45 | 8 | 174 | 80 |
Professional services | ||||
Disaggregation of revenue | ||||
Revenue | $ 71 | $ 45 | $ 141 | $ 125 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Contract with Customer, Asset, after Allowance for Credit Loss [Abstract] | ||
Contract assets as of January 1 | $ 370 | $ 1,048 |
Additional contract costs to obtain | 134 | |
Amortization of contract costs to obtain | (69) | (449) |
Amortization of contract costs to fulfill | (35) | (106) |
Contract assets as of September 30 | $ 266 | $ 627 |
Fair value measurements - Summa
Fair value measurements - Summary of Financial Assets And Liabilities Measurement on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | $ 43,549 | $ 46,722 |
Derivative Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 32,765 | |
Derivative Liability Current | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 31,142 | |
Derivative Liability, Long-Term | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 928 | |
Warrant Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 11,479 | 13,957 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 43,549 | 46,722 |
Level 3 | Derivative Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 32,765 | |
Level 3 | Derivative Liability Current | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 31,142 | |
Level 3 | Derivative Liability, Long-Term | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 928 | |
Level 3 | Warrant Liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | $ 11,479 | $ 13,957 |
Fair value measurements - Recon
Fair value measurements - Reconciliation of Change in Fair Value of Derivative Liability And Warrant Liability (Details) - Level 3 $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, beginning of period | $ 46,722 |
Issuances | 2,367 |
Extinguishments | (492) |
Change in fair value | (5,048) |
Balance, end of period | 43,549 |
Derivative Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, beginning of period | 32,765 |
Issuances | 1,320 |
Extinguishments | (492) |
Change in fair value | (1,523) |
Balance, end of period | 32,070 |
Warrant Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, beginning of period | 13,957 |
Issuances | 1,047 |
Change in fair value | (3,525) |
Balance, end of period | $ 11,479 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued service provider costs | $ 9,369 | $ 5,461 |
Accrued compensation | 552 | 1,054 |
Accrued contract labor | 484 | 2,400 |
Credit card liabilities | 650 | 100 |
Accrued lender fees | 2,320 | |
Accrued transaction costs | 2,122 | |
Other accrued liabilities | 2,706 | 4,107 |
Total accrued expenses | $ 18,203 | $ 13,122 |
Debt Arrangements - Summary of
Debt Arrangements - Summary of Debt Arrangements (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total long term debt | $ 142,153 | $ 127,457 |
Less: current portion | (74,653) | |
Less: debt issuance costs and discounts, long-term | (1,940) | (28,014) |
Total long-term debt, net | 65,560 | 99,443 |
2021 Convertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total long term debt | 39,957 | 39,957 |
Structural Capital Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total long term debt | 27,500 | 17,500 |
Highbridge Capital Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total long term debt | 40,000 | 40,000 |
2022 Convertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total long term debt | 30,000 | $ 30,000 |
2023 Convertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total long term debt | $ 4,696 |
Debt Arrangements - Summary o_2
Debt Arrangements - Summary of Debt Arrangements (Parenthetical) (Details) - USD ($) $ in Thousands | 2 Months Ended | 9 Months Ended | |
May 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Term Loan | $ 142,153 | $ 127,457 | |
2021 Convertible Promissory Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 10% | ||
Debt instrument, maturity date | Jun. 30, 2024 | ||
Term Loan | $ 39,957 | 39,957 | |
Structural Capital Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Nov. 01, 2024 | ||
Term Loan | $ 27,500 | 17,500 | |
Structural Capital Term Loan Tranche One [Member] | |||
Debt Instrument [Line Items] | |||
Term Loan | $ 14,000 | ||
Structural Capital Term Loan Tranche One [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 14% | ||
Structural Capital Term Loan Tranche Two [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 13.50% | ||
Term Loan | $ 13,500 | ||
Highbridge Capital Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Jan. 31, 2025 | ||
Term Loan | $ 40,000 | 40,000 | |
Highbridge Capital Term Loan [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 13% | ||
Highbridge Capital Term Loan [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 12% | ||
2022 Convertible Promissory Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 15% | ||
Debt instrument, maturity date | Jun. 30, 2024 | ||
Term Loan | $ 30,000 | $ 30,000 | |
2023 Convertible Promissory Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 15% | ||
Debt instrument, maturity date | Jun. 30, 2024 | Jun. 30, 2024 | |
Term Loan | $ 4,696 | ||
Prime Rate [Member] | Structural Capital Term Loan Tranche One [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, variable rate | 7.50% | ||
Prime Rate [Member] | Structural Capital Term Loan Tranche Two [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, variable rate | 7% |
Debt Arrangements - Additional
Debt Arrangements - Additional Information (Details) - USD ($) | 2 Months Ended | 9 Months Ended | ||||||
Oct. 19, 2023 | May 18, 2023 | Feb. 09, 2023 | May 31, 2023 | Sep. 30, 2023 | Jul. 01, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||||||
Term Loan | $ 142,153,000 | $ 127,457,000 | ||||||
Gain on debt extinguishment | 4,913,000 | |||||||
Derivative liability | $ 928,000 | 32,765,000 | ||||||
Structural Capital Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, maturity date | Nov. 01, 2024 | |||||||
Term Loan | $ 27,500,000 | 17,500,000 | ||||||
Structural Capital Term Loan [Member] | First Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument restructuring fee | $ 2,232,000 | |||||||
Derivative liability written off | $ 492,000 | |||||||
Debt instrument fee | 840,000 | |||||||
Debt instrument success fee | 2,406,000 | |||||||
Debt instrument amendment fee | 1,014,000 | |||||||
Debt instrument success fee increased | 656,000 | |||||||
Fair value of derivative liability | 492,000 | |||||||
Gain or loss of debt instrument modification | 0 | |||||||
Structural Capital Term Loan [Member] | Structural Second Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument repayment fee | 400,000 | |||||||
Increase in term loan amount | 10,000,000 | |||||||
Gain on debt extinguishment | 4,913,000 | |||||||
Derivative liabilities | 773,000 | |||||||
Aggregate amount | $ 500,000 | |||||||
Exercise price | $ 0.9 | |||||||
Derivative liability | 928,000 | |||||||
Structural Capital Term Loan [Member] | Merger Agreement [Member] | Otonomo [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, maturity date | Nov. 01, 2024 | |||||||
Structural Capital Term Loan [Member] | Maximum [Member] | Structural Second Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate | 13.50% | |||||||
Structural Capital Term Loan [Member] | Prime Rate [Member] | Structural Second Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, variable rate | 7% | |||||||
Structural Capital Term Loan [Member] | Prime Rate [Member] | Minimum [Member] | Structural Second Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, variable rate | 3.25% | |||||||
Structural Capital Term Loan Tranche One [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Term Loan | $ 14,000,000 | |||||||
Structural Capital Term Loan Tranche One [Member] | First Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Term Loan | $ 14,000,000 | |||||||
Structural Capital Term Loan Tranche One [Member] | Maximum [Member] | First Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate | 14% | |||||||
Structural Capital Term Loan Tranche One [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate | 14% | |||||||
Structural Capital Term Loan Tranche One [Member] | Prime Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, variable rate | 7.50% | |||||||
Structural Capital Term Loan Tranche One [Member] | Prime Rate [Member] | First Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, variable rate | 7.50% | |||||||
Structural Capital Term Loan Tranche One [Member] | Prime Rate [Member] | Minimum [Member] | First Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, variable rate | 3.25% | |||||||
Structural Capital Term Loan Tranche Two [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate | 13.50% | |||||||
Term Loan | $ 13,500,000 | |||||||
Structural Capital Term Loan Tranche Two [Member] | First Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Term Loan | $ 3,500,000 | |||||||
Structural Capital Term Loan Tranche Two [Member] | Maximum [Member] | First Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate | 13.50% | |||||||
Structural Capital Term Loan Tranche Two [Member] | Prime Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, variable rate | 7% | |||||||
Structural Capital Term Loan Tranche Two [Member] | Prime Rate [Member] | First Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, variable rate | 7% | |||||||
Structural Capital Term Loan Tranche Two [Member] | Prime Rate [Member] | Minimum [Member] | First Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, variable rate | 3.25% | |||||||
Highbridge Capital Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, maturity date | Jan. 31, 2025 | |||||||
Term Loan | $ 40,000,000 | $ 40,000,000 | ||||||
Debt instrument consent fee | $ 4,639,000 | |||||||
Highbridge Capital Term Loan [Member] | First Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument first amendment fee | 2,319,000 | |||||||
Highbridge Capital Term Loan [Member] | Highbridge Second Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate | 12% | |||||||
Debt instrument second amendment fee | 3,000,000 | |||||||
Debt instrument, commitment amount | $ 40,000,000 | |||||||
Highbridge Capital Term Loan [Member] | Third Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument amendment fee | $ 400,000 | |||||||
Highbridge Capital Term Loan [Member] | Merger Agreement [Member] | Otonomo [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, maturity date | Jan. 31, 2025 | |||||||
Highbridge Capital Term Loan [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate | 13% | |||||||
Highbridge Capital Term Loan [Member] | Maximum [Member] | Highbridge Second Amendment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate | 13% | |||||||
Highbridge Capital Term Loan [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate | 12% | |||||||
2023 Convertible Promissory Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, interest rate | 15% | |||||||
Accrued interest rate per annum | 15% | |||||||
Debt instrument, maturity date | Jun. 30, 2024 | Jun. 30, 2024 | ||||||
Conversion price | $ 3.66191 | |||||||
Price per share to convert into common stock equal to percentage of outstanding debt | 80% | |||||||
Term Loan | $ 4,696,000 | |||||||
Debt instrument conversion base amount for cap price | $ 380,000,000 | |||||||
Debt instrument conversion base amount for equity value | $ 271,000,000 | |||||||
Share price | $ 0.7 | |||||||
Proceeds from issuance of debt | $ 4,700,000 | |||||||
Exercise price | $ 65 | |||||||
Debt instrument, percentage of repayment of outstanding principal and unpaid interest | 300% | |||||||
Fair value of derivative liability | $ 55,000 | $ 1,075,000 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jun. 16, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Feb. 28, 2023 | |
Stock Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock options granted | 0 | |||||
Shares available for future grants | 726,261 | 726,261 | ||||
Compensation expense | $ 69 | $ 110 | $ 222 | $ 411 | ||
2013 Equity Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock reserved for issuance | 771,680 | 771,680 | 698,675 | |||
2023 Equity Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock reserved for issuance | 1,383,197 | |||||
2023 Employee Stock Purchase Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock sold to employees | 221,311 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Cumulative loss year | 3 years |
Related-party Transactions - Ad
Related-party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Revenue | $ 46,047 | $ 52,134 | $ 139,602 | $ 135,623 | |
Revenue from related party receivables | 25,719 | 25,719 | $ 33,966 | ||
Four Vehicles Brands Customers | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related party receivables | 2,479 | 2,479 | 4,151 | ||
Car Rental Brands Customers | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related party receivables | 5,371 | 5,371 | 5,924 | ||
Two Vehicles Brands Customers | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related party receivables | 2,286 | 2,286 | $ 2,882 | ||
Emergency Roadside Assistance | Four Vehicles Brands Customers | |||||
Related Party Transaction [Line Items] | |||||
Revenue | 7,487 | 6,558 | 21,865 | 18,797 | |
Emergency Roadside Assistance | Managed Fleet Maintenance Customers | |||||
Related Party Transaction [Line Items] | |||||
Revenue | 2,945 | 3,057 | 9,073 | 8,877 | |
Emergency Roadside Assistance | Car Rental Brands Customers | |||||
Related Party Transaction [Line Items] | |||||
Revenue | 8,112 | 8,488 | 22,377 | 20,775 | |
Emergency Roadside Assistance | Two Vehicles Brands Customers | |||||
Related Party Transaction [Line Items] | |||||
Revenue | $ 1,471 | $ 1,781 | $ 6,939 | $ 9,150 |
Leases - Summary of Operating L
Leases - Summary of Operating Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Lease cost | $ 296 | $ 305 | $ 880 | $ 895 |
Sublease income | (69) | (69) | (206) | (187) |
Total lease cost | $ 227 | $ 236 | $ 674 | $ 708 |
Leases - Summary of Maturity of
Leases - Summary of Maturity of Operating Lease Liabilities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Leases [Abstract] | |
2023 | $ 238 |
2024 | 757 |
2025 | 618 |
2026 | 635 |
2027 | 458 |
Total lease payments | 2,706 |
Less imputed interest | (396) |
Present value of lease liabilities | $ 2,310 |
Leases - Summary of Additional
Leases - Summary of Additional Information Relating to Company's Operating Leases (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term (years) | 3 years 7 months 6 days | 4 years 2 months 12 days |
Weighted average discount rate | 8.80% | 8.60% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | 9 Months Ended | ||
Oct. 19, 2023 shares PromissoryNoteHolders $ / shares | Sep. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Subsequent Event [Line Items] | |||
Common stock, shares issued | 154,791 | 154,786 | |
Common stock, shares authorized | 600,000,000 | 600,000,000 | |
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Common stock, shares authorized | 1,000,000,000 | ||
Common stock, par value | $ / shares | $ 0.001 | ||
Preferred stock, shares authorized | 100,000,000 | ||
Preferred stock, par value | $ / shares | $ 0.001 | ||
Subsequent Event | Merger Agreement | Otonomo | |||
Subsequent Event [Line Items] | |||
Common stock exchange ratio per share | 0.51756 | ||
Merger agreement ownership percentage | 60.30% | ||
Common stock, shares issued | 5,435,568 | ||
Merger agreement ownership percentage | 39.70% | ||
2022 Convertible Promissory Notes | |||
Subsequent Event [Line Items] | |||
Extension of maturity date | Jun. 30, 2024 | ||
2022 Convertible Promissory Notes | Subsequent Event | Merger Agreement | Otonomo | |||
Subsequent Event [Line Items] | |||
Number of Convertible promissory note holders | PromissoryNoteHolders | 37 | ||
2022 Convertible Promissory Notes | Subsequent Event | Common Stock | Merger Agreement | Otonomo | |||
Subsequent Event [Line Items] | |||
Convertible debt percentage | 86% | ||
Structural Capital Term Loan | |||
Subsequent Event [Line Items] | |||
Extension of maturity date | Nov. 01, 2024 | ||
Structural Capital Term Loan | Subsequent Event | Merger Agreement | Otonomo | |||
Subsequent Event [Line Items] | |||
Extension of maturity date | Nov. 01, 2024 | ||
Highbridge Capital Term Loan | |||
Subsequent Event [Line Items] | |||
Extension of maturity date | Jan. 31, 2025 | ||
Highbridge Capital Term Loan | Subsequent Event | Merger Agreement | Otonomo | |||
Subsequent Event [Line Items] | |||
Extension of maturity date | Jan. 31, 2025 |