INDEX TO FINANCIAL STATEMENTS
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Page |
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Starry Group Holdings, Inc. Audited Consolidated Financial Statements |
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Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)
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F-2 |
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Consolidated Balance Sheets as of December 31, 2021 and
2020 |
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F-3 |
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Consolidated Statements of Operations for the Years Ended December
31, 2021 and 2020 |
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F-5 |
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Consolidated Statements of Stockholders (Deficit) Equity for the years
ended December 31, 2021 and 2020 |
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F-6 |
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Consolidated Statements of Cash Flows for the Years Ended December
31, 2021 and 2020 |
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F-7 |
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Notes to Consolidated Financial Statements |
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F-8 |
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Starry Group Holdings, Inc. Unaudited Condensed Consolidated Financial
Statements |
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Unaudited Condensed Consolidated Balance Sheets as of June
30, 2022 and December 31, 2021 |
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F-36 |
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Unaudited Condensed Consolidated Statements of Operations for the three and
six months ended June 30, 2022 and three and six months ended June 30, 2021 |
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F-37 |
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Unaudited Condensed Consolidated Statement of Stockholders Equity (Deficit)
and Temporary Equity for the three months ended June 30, 2022 and three months ended June 30, 2021 |
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F-38 |
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Unaudited Condensed Consolidated Statements of Cash Flows for the six months
ended June 30, 2022 and six months ended June 30, 2021 |
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F-39 |
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Notes to Unaudited Condensed Consolidated Financial Statements
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F-40 |
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F-1
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Deloitte & Touche LLP
200 Berkeley Street Boston, MA 02116-5022
USA
Tel: +1 617 437 2000
www.deloitte.com |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Audit Committee of Starry Group Holdings, Inc.
Opinion on the Financial Statement
We have audited the
accompanying balance sheets of Starry Group Holdings, Inc. (the Company) as of December 31, 2021 and December 31, 2020, the related consolidated statements of operations, stockholders (deficit) equity, and cash flows, for
the years ended December 31, 2021 and 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of
the Company as of December 31, 2021 and December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has generated losses and negative cash flows from operating activities since inception and may be unable to
remain in compliance with certain financial covenants required by its credit agreement that raises substantial doubt about its ability to continue as a going concern. Managements plans in regards to these matters are also described in Note 1.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial
statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of
expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
March 31, 2022 (June 3, 2022, as to
the effects of the retrospective adjustment described in Note 1)
We have served as the Companys auditor since 2019.
F-2
Starry Group Holdings, Inc.
Consolidated Balance Sheets
(Dollar amounts in thousands,
except share and per share data)
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December 31, 2021 |
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December 31, 2020 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
29,384 |
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$ |
25,594 |
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Restricted cash |
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|
110 |
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Accounts receivable, net |
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|
380 |
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|
264 |
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Deferred costs |
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|
7,049 |
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Prepaid expenses and other current assets |
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7,079 |
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|
1,840 |
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Total current assets |
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43,892 |
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27,808 |
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Property and equipment, net |
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129,019 |
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86,658 |
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Intangible assets |
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48,463 |
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48,463 |
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Restricted cash and other assets |
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1,860 |
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|
1,361 |
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Total assets |
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$ |
223,234 |
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$ |
164,290 |
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Liabilities and stockholders equity (deficit) |
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Current liabilities: |
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Accounts payable |
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$ |
6,832 |
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$ |
7,457 |
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Unearned revenue |
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1,630 |
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1,169 |
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Current portion of debt |
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1,504 |
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29,875 |
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Accrued expenses and other current liabilities |
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23,177 |
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13,073 |
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Total current liabilities |
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33,143 |
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51,574 |
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Debt, net of current portion |
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191,596 |
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133,932 |
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Asset retirement obligations |
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2,387 |
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1,399 |
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Warrant liabilities |
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14,773 |
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Other liabilities |
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12,412 |
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3,068 |
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Total liabilities |
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254,311 |
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189,973 |
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The accompanying notes are an integral part of these consolidated financial statements
F-3
Starry Group Holdings, Inc.
Consolidated Balance Sheets
(Dollar amounts in thousands,
except share and per share data)
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Year Ended December 31, 2021 |
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Year Ended December 31, 2020 |
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Commitments and contingencies (Note 12) |
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Stockholders equity (deficit): |
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Seed series convertible preferred stock; $0.0001 par value; 9,761,747 shares authorized; 9,761,745
shares issued and outstanding at December 31, 2021 and December 31, 2020 (liquidation preference of $7,000) |
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6,990 |
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6,990 |
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Series A convertible preferred stock; $0.0001 par value; 16,852,283 shares authorized, issued and
outstanding at December 31, 2021 and December 31, 2020 (liquidation preference of $26,000) |
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25,946 |
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25,946 |
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Series B convertible preferred stock; $0.0001 par value; 10,207,696 shares authorized, issued and
outstanding at December 31, 2021 and December 31, 2020 (liquidation preference of $30,000) |
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29,910 |
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29,910 |
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Series C convertible preferred stock; $0.0001 par value; 19,965,160 shares authorized, issued and
outstanding at December 31, 2021 and December 31, 2020 (liquidation preference of $100,000) |
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99,989 |
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99,989 |
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Series D convertible preferred stock; $0.0001 par value; 16,090,802 shares authorized, issued and
outstanding at December 31, 2021 and December 31, 2020 (liquidation preference of $125,000) |
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124,915 |
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124,915 |
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Series E convertible preferred stock; $0.0001 par value; 19,299,164 shares authorized; 18,751,311
and 0 issued and outstanding at December 31, 2021 and December 31, 2020, respectively (liquidation preference of $162,784) |
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165,434 |
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Common stock; $0.0001 par value; 150,024,203 shares authorized; 37,178,873 and 36,155,835 issued
and outstanding at December 31, 2021 and December 31, 2020, respectively |
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14 |
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9 |
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Additional paid-in capital |
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17,096 |
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21,384 |
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Accumulated deficit |
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(501,371 |
) |
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(334,826 |
) |
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Total stockholders (deficit) equity |
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(31,077 |
) |
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(25,683 |
) |
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Total liabilities and stockholders (deficit) equity |
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$ |
223,234 |
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$ |
164,290 |
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The accompanying notes are an integral part of these consolidated financial statements
F-4
Starry Group Holdings, Inc.
Consolidated Statements of Operations
(Dollar amounts in thousands, except share and per share data)
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For the Years Ended December 31, |
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2021 |
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2020 |
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Revenues |
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$ |
22,263 |
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$ |
12,826 |
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Cost of revenues |
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(58,363 |
) |
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(38,529 |
) |
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Gross loss |
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(36,100 |
) |
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(25,703 |
) |
Operating expenses: |
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Selling, general and administrative |
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(67,129 |
) |
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(55,240 |
) |
Research and development |
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(26,308 |
) |
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(22,957 |
) |
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Total operating expenses |
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(93,437 |
) |
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(78,197 |
) |
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Loss from operations |
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(129,537 |
) |
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(103,900 |
) |
Other income (expense): |
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Interest expense |
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(24,739 |
) |
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(19,382 |
) |
Other income (expense), net |
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(12,269 |
) |
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(1,811 |
) |
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Total other expense |
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(37,008 |
) |
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(21,193 |
) |
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Net loss |
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$ |
(166,545 |
) |
|
$ |
(125,093 |
) |
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Net loss per share of voting
and non-voting common stock, basic and diluted |
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$ |
(4.55 |
) |
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$ |
(3.50 |
) |
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Weighted-average shares outstanding, basic and diluted |
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36,569,966 |
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35,743,961 |
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The accompanying notes are an integral part of these consolidated financial statements
F-5
Starry Group Holdings, Inc.
Consolidated Statements of Stockholders (Deficit) Equity
(Dollar amounts in thousands, except share data)
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Series Seed Convertible Preferred Stock |
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Series A Convertible Preferred Stock |
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Series B Convertible Preferred Stock |
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Series C Convertible Preferred Stock |
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Series D Convertible Preferred Stock |
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Series E Convertible Preferred Stock |
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Common Stock |
|
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Additional Paid-In Capital |
|
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Accumulated Stockholders |
|
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Shares |
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Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Par Value |
|
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Deficit |
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(Deficit) Equity |
|
Balance at December 31, 2019 |
|
|
53,030,260 |
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|
$ |
6,990 |
|
|
|
91,549,300 |
|
|
$ |
25,946 |
|
|
|
55,452,865 |
|
|
$ |
29,910 |
|
|
|
108,459,871 |
|
|
$ |
99,989 |
|
|
|
65,909,090 |
|
|
$ |
94,177 |
|
|
|
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|
$ |
|
|
|
|
194,974,082 |
|
|
$ |
6 |
|
|
$ |
16,312 |
|
|
$ |
(209,733 |
) |
|
$ |
63,597 |
|
Retroactive application of Business Combination |
|
|
(43,268,515 |
) |
|
|
|
|
|
|
(74,697,017 |
) |
|
|
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|
(45,245,169 |
) |
|
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|
(88,497,711 |
) |
|
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|
(53,776,625 |
) |
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(159,083,491 |
) |
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(2 |
) |
|
$ |
2 |
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|
Adjusted Balance, beginning of period |
|
|
9,761,745 |
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|
$ |
6,990 |
|
|
|
16,852,283 |
|
|
$ |
25,946 |
|
|
|
10,207,696 |
|
|
$ |
29,910 |
|
|
|
19,965,160 |
|
|
$ |
99,989 |
|
|
|
12,132,465 |
|
|
$ |
94,177 |
|
|
|
|
|
|
$ |
|
|
|
|
35,890,591 |
|
|
$ |
4 |
|
|
$ |
16,314 |
|
|
$ |
(209,733 |
) |
|
$ |
63,597 |
|
Issuance of Series D convertible preferred stock, net of issuance costs of $12 |
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|
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|
|
3,958,337 |
|
|
|
30,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
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|
$ |
30,738 |
|
Recognition of beneficial conversion feature on convertible notes |
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|
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|
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|
|
3,932 |
|
|
|
|
|
|
$ |
3,932 |
|
Issuance of common stock options |
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|
|
|
|
|
|
|
|
265,244 |
|
|
|
|
|
|
|
183 |
|
|
|
|
|
|
$ |
183 |
|
Issuance of common stock warrants |
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|
|
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|
|
$ |
|
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
960 |
|
|
|
|
|
|
$ |
960 |
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(125,093 |
) |
|
$ |
(125,093 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
Balance at December 31, 2020 |
|
|
9,761,745 |
|
|
|
6,990 |
|
|
|
16,852,283 |
|
|
|
25,946 |
|
|
|
10,207,696 |
|
|
|
29,910 |
|
|
|
19,965,160 |
|
|
|
99,989 |
|
|
|
16,090,802 |
|
|
|
124,915 |
|
|
|
|
|
|
|
|
|
|
|
36,155,835 |
|
|
|
4 |
|
|
|
21,389 |
|
|
|
(334,826 |
) |
|
|
(25,683 |
) |
Balance at December 31, 2020 |
|
|
53,030,260 |
|
|
|
6,990 |
|
|
|
91,549,300 |
|
|
|
25,946 |
|
|
|
55,452,865 |
|
|
|
29,910 |
|
|
|
108,459,871 |
|
|
|
99,989 |
|
|
|
87,412,587 |
|
|
|
124,915 |
|
|
|
|
|
|
|
|
|
|
|
196,415,008 |
|
|
|
9 |
|
|
|
21,384 |
|
|
|
(334,826 |
) |
|
$ |
(25,683 |
) |
Retroactive application of Business Combination |
|
|
(43,268,515 |
) |
|
|
|
|
|
|
(74,697,017 |
) |
|
|
|
|
|
|
(45,245,169 |
) |
|
|
|
|
|
|
(88,497,711 |
) |
|
|
|
|
|
|
(71,321,785 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(160,259,173 |
) |
|
|
(5 |
) |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Balance, beginning of period |
|
|
9,761,745 |
|
|
|
6,990 |
|
|
|
16,852,283 |
|
|
|
25,946 |
|
|
|
10,207,696 |
|
|
|
29,910 |
|
|
|
19,965,160 |
|
|
|
99,989 |
|
|
|
16,090,802 |
|
|
|
124,915 |
|
|
|
|
|
|
|
|
|
|
|
36,155,835 |
|
|
|
4 |
|
|
|
21,389 |
|
|
|
(334,826 |
) |
|
|
(25,683 |
) |
Recognition of beneficial conversion feature on convertible notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
Issuance of common stock upon exercise of warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
422,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
Issuance of common stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
600,943 |
|
|
|
|
|
|
|
752 |
|
|
|
|
|
|
$ |
752 |
|
Issuance of Series E convertible preferred stock, net of issuance costs of $150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,148,484 |
|
|
|
119,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
119,850 |
|
Conversion of convertible notes payable to Series E convertible preferred stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,602,827 |
|
|
|
45,584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
45,584 |
|
Reclassification of 2019 warrants to liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,345 |
) |
|
|
|
|
|
$ |
(6,345 |
) |
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,310 |
|
|
|
|
|
|
$ |
1,310 |
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(166,545 |
) |
|
$ |
(166,545 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2021 |
|
|
9,761,745 |
|
|
|
6,990 |
|
|
|
16,852,283 |
|
|
|
25,946 |
|
|
|
10,207,696 |
|
|
|
29,910 |
|
|
|
19,965,160 |
|
|
|
99,989 |
|
|
|
16,090,802 |
|
|
|
124,915 |
|
|
|
18,751,311 |
|
|
|
165,434 |
|
|
|
37,178,873 |
|
|
|
4 |
|
|
|
17,106 |
|
|
|
(501,371 |
) |
|
|
(31,077 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements
F-6
Starry Group Holdings, Inc.
Consolidated Statements of Cash Flows
(Dollar amounts in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2021 |
|
|
2020 |
|
Operating activities: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(166,545 |
) |
|
$ |
(125,093 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization expense |
|
|
29,463 |
|
|
|
19,350 |
|
Paid-in-kind interest on term
loans, convertible notes payable and strategic partner obligations |
|
|
18,203 |
|
|
|
15,427 |
|
Amortization of debt discount and deferred charges |
|
|
5,438 |
|
|
|
3,820 |
|
Conversion of debt discount |
|
|
971 |
|
|
|
|
|
Loss on extinguishment of debt |
|
|
3,727 |
|
|
|
|
|
Fair value adjustment of derivative liability |
|
|
8,562 |
|
|
|
1,850 |
|
Loss on disposal of property and equipment |
|
|
2,216 |
|
|
|
1,549 |
|
Share-based compensation |
|
|
1,310 |
|
|
|
960 |
|
Accretion of asset retirement obligations |
|
|
205 |
|
|
|
114 |
|
Provision for doubtful accounts |
|
|
154 |
|
|
|
117 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(270 |
) |
|
|
(327 |
) |
Prepaid expenses and other current assets |
|
|
(5,240 |
) |
|
|
162 |
|
Other assets |
|
|
(248 |
) |
|
|
(2 |
) |
Accounts payable |
|
|
(1,249 |
) |
|
|
676 |
|
Unearned revenue |
|
|
461 |
|
|
|
832 |
|
Accrued expenses and other current liabilities |
|
|
3,477 |
|
|
|
402 |
|
Other liabilities |
|
|
782 |
|
|
|
1,218 |
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(98,583 |
) |
|
|
(78,945 |
) |
Investing activities: |
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(68,903 |
) |
|
|
(35,906 |
) |
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(68,903 |
) |
|
|
(35,906 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
Proceeds from the issuance of convertible notes payable and beneficial conversion feature on
convertible notes |
|
|
11,000 |
|
|
|
31,243 |
|
Proceeds from Strategic Partner Arrangement |
|
|
3,342 |
|
|
|
1,722 |
|
Proceeds from exercise of common stock options |
|
|
752 |
|
|
|
183 |
|
Proceeds from issuance of Series D preferred stock, net of issuance costs |
|
|
|
|
|
|
30,738 |
|
Proceeds from the issuance of Series E Preferred Stock, net of issuance costs |
|
|
119,850 |
|
|
|
|
|
Proceeds from the issuance of term loans, net of issuance costs |
|
|
38,500 |
|
|
|
|
|
Payments of third-party issuance costs in connection with Term Loans |
|
|
(264 |
) |
|
|
|
|
Payments of deferred transaction costs |
|
|
(975 |
) |
|
|
|
|
Repayments of capital lease obligations, net |
|
|
(788 |
) |
|
|
(570 |
) |
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
171,417 |
|
|
|
63,316 |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents and restricted cash: |
|
|
3,931 |
|
|
|
(51,535 |
) |
Cash and cash equivalents and restricted cash, beginning of period |
|
|
26,831 |
|
|
|
78,366 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents and restricted cash, end of period |
|
$ |
30,762 |
|
|
$ |
26,831 |
|
The accompanying notes are an integral part of these consolidated financial statements
F-7
Starry Group Holdings, Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands, except share and per share data)
Note 1. Description of business
Starry Group Holdings,
Inc. (New Starry and, together with its subsidiaries, Starry or the Company) was incorporated in Delaware on September 17, 2021 as a wholly owned subsidiary of Starry, Inc. (Old Starry). New Starry was
formed for the purpose of effectuating the transactions contemplated by the Agreement and Plan of Merger, dated as of October 6, 2021 (as amended, the Merger Agreement), by and among FirstMark Horizon Acquisition Corp.
(FirstMark), Sirius Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of FirstMark (Merger Sub), Old Starry and New Starry.
The Company is in the telecommunications industry and invests in the future of fixed wireless technology. The Company delivers high-quality and affordable
broadband access using innovative, proprietary wideband hybrid fiber wireless technology. Active phased arrays are used to amplify wireless signals and optimize service from multiple antennas deployed throughout a region. By using a fixed wireless
network, reliance on municipal infrastructure is reduced, extensive installation times are bypassed, and network deployment is increased in comparison to its fiber competitors. Services are provided to customers in Boston, Los Angeles, New York
City, Denver, Washington, D.C. and Columbus.
Business Combination
On October 6, 2021, FirstMark Horizon Acquisition Corp (FirstMark), Sirius Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of FirstMark (Merger Sub), Old Starry and New Starry entered into a merger agreement. Pursuant to the merger agreement, and subject to the terms and conditions contained therein, a business combination will be effected in two
steps: (a) FirstMark will merge with and into New Starry, with New Starry surviving the merger as a publicly traded entity and becoming the sole owner of Merger Sub (referred to as the SPAC Merger), and (b) Merger Sub will
merge with and into Old Starry, with Old Starry surviving the merger as a wholly owned subsidiary of New Starry (referred to as the Acquisition Merger) (collectively, referred to as the Business Combination).
Retrospective Adjustment
Share information for all
periods prior to the Business Combination has been retroactively adjusted using the exchange ratio for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization.
PIPE Subscription Agreement
In connection with the
execution of the merger agreement, FirstMark and New Starry entered into the PIPE subscription agreements with the PIPE investors, pursuant to which, among other things, the PIPE investors party thereto agreed to purchase an aggregate of 10,900,000
shares of New Starry Class A common stock following the close of the SPAC Merger and immediately prior to the close of the Acquisition Merger at a cash purchase price of $10.00 per share, resulting in aggregate proceeds of $109,000 in the PIPE
investment. The PIPE subscription agreements contain customary representations, warranties, covenants and agreements of FirstMark and the PIPE investors and are subject to customary closing conditions and termination rights. The PIPE Investment is
expected to close following the close of the SPAC Merger and immediately prior to the close of the Acquisition Merger.
Convertible Notes Subscription
Agreement
In connection with the execution of the merger agreement, FirstMark entered into the Convertible Notes subscription agreements with the
Convertible Notes investors, pursuant to which, among other things, the Convertible Notes investors agreed to purchase an aggregate of $150,000 principal amount of Convertible Notes immediately prior to or substantially concurrently with the
consummation of the Acquisition Merger, resulting in aggregate proceeds of $150,000 in the Convertible Notes investment. The Convertible Notes subscription agreements contain customary representations, warranties, covenants and agreements of
FirstMark and the Convertible Notes investors and are subject to customary closing conditions and termination rights. The Convertible Notes investment is expected to close immediately prior to the close of the Acquisition Merger.
Series Z Subscription Agreement
In connection with the
execution of the merger agreement, Starry entered into the Series Z Subscription Agreement with the Series Z Investors (affiliates of FirstMark), pursuant to which the Series Z Investors agreed to subscribe and
F-8
purchase, in the aggregate, 2,100,000 shares of Starry Series Z Preferred Stock at $10.00 per share for an aggregate commitment amount of $21,000. The closings under the Series Z Subscription
Agreement will occur immediately prior to or substantially concurrently with the closing date of the Acquisition Merger.
Starry shall take all actions
necessary to cause each share of Starry Series Z Preferred Stock that is issued and outstanding immediately prior to the effective time of the Acquisition Merger to be converted into the right to receive a number of shares of New Starry Class A
Common Stock equal to the number of shares of Starry Series Z Preferred Stock held by each holder of Starry Series Z Preferred Stock as of immediately prior to the effective time of the Acquisition Merger.
On the closing date of the Acquisition Merger and immediately prior to the effective time of the Acquisition Merger, (a) each then-outstanding share of
Starry Preferred Stock (excluding the Series Z Preferred Stock, par value $0.0001 per share of Starry (Starry Series Z Preferred Stock) will convert automatically into a number of shares of common stock, par value $0.0001 per share, of
Old Starry (Old Starry Common Stock) at the then-effective conversion rate as calculated pursuant to the certificate of incorporation of Starry (the Conversion); and (b) each then-outstanding and unexercised warrant of
Old Starry (the Old Starry Warrants) will automatically be exercised in exchange for shares of Old Starry Common Stock pursuant to the terms of such Old Starry Warrants and shall be automatically cancelled, extinguished and retired and
cease to exist.
At the effective time of the Acquisition Merger, pursuant to the Acquisition Merger: (a) each then-outstanding share of Old Starry
Common Stock, including shares of Old Starry Common Stock resulting from the Conversion, will be canceled and automatically converted into the right to receive (i) with respect to Chaitanya Kanojia, the number of shares of Class X common
stock, par value $0.0001 per share, of New Starry (the New Starry Class X Common Stock) and (ii) with respect to any other persons who hold Old Starry Common Stock, the number of shares of New Starry Class A Common Stock,
in each case, equal to the applicable exchange ratio (determined in accordance with the merger agreement and as further described in the proxy statement/prospectus filed with the SEC and dated February 11, 2022); (b) each share of
then-outstanding Starry Series Z Preferred Stock will convert automatically into the right to receive shares of New Starry Class A Common Stock on
a one-to-one basis (c) each then-outstanding and unexercised option of Old Starry (an Old Starry Option) will be converted into an option
exercisable for shares of New Starry Class A Common Stock (a New Starry Option), on the same terms and conditions as were applicable to such Old Starry Option, based on the exchange ratio (determined in accordance with the merger
agreement and as further described in the proxy statement/prospectus filed with the SEC and dated February 11, 2022); and (d) each then-outstanding award of restricted stock units of Old Starry (an Old Starry RSU Award) will be
converted into an award covering shares of New Starry Class A Common Stock (a New Starry RSU Award), on the same terms and conditions as were applicable to such Old Starry RSU Award, based on the exchange ratio (determined in
accordance with the merger agreement and as further described in the proxy statement/prospectus filed with the SEC and dated February 11, 2022).
Going concern: Pursuant to the Financial Accounting Standards Board (the FASB) codification Accounting Standards Codification
(ASC) 205, Presentation of Financial Statements, the Company is required to assess its ability to continue as a going concern for a period of one year from the date of the issuance of the consolidated financial
statements.
Substantial doubt about an entitys ability to continue as a going concern exists when relevant conditions and events, considered in the
aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year from the financial statement issuance date.
These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of
liabilities in the normal course of business. The Company is an early-stage growth company and has generated losses and negative cash flows from operating activities since inception. The Company requires additional capital investment to execute
the strategic business plan to grow its subscriber base in existing markets from already-deployed network assets and launch services in new markets. Management plans to raise additional capital through a combination of potential options, including
but not limited to, equity and debt financings.
Additional equity financing may not be available on favorable terms and could be dilutive to current
stockholders. Debt financing, if available, may involve restrictive covenants and dilutive financing instruments.
As of December 31, 2021, the
Company was in compliance with the financial covenant required by the Credit Agreement. However, the inherent uncertainties described above may impact the Companys ability to remain in compliance with this covenant over the next twelve months.
If the Company breaches its financial covenant and fails to secure a waiver or forbearance from the third-party lender, such breach or failure could accelerate the repayment of the outstanding borrowing under the Credit Agreement or the exercise of
other rights or remedies the third-party lender may have under applicable law. No assurance can be provided that a waiver or forbearance will be granted or the outstanding borrowing under the Credit Agreement will be successfully refinanced on terms
that are acceptable to the Company.
F-9
The Companys ability to access capital when needed is not assured and, if capital is not available to
the Company when, and in the amounts needed, the Company could be required to delay, scale back or abandon some or all of its expansion efforts and other operations, which could materially harm the Companys business, financial condition and
results of operations. Because of this uncertainty, there is substantial doubt about the Companys ability to continue as a going concern for at least one year from the date that these consolidated financial statements are issued, and
therefore, whether we realize our assets and settle our liabilities in the normal course of business and at the amounts stated in the accompanying consolidated financial statements. The accompanying consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty, nor do they include adjustments to reflect the future effects of the recoverability or classification of recorded asset amounts and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern.
Note 2. Summary of significant accounting policies
Basis of presentation and principles of consolidation: The consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America (U.S. GAAP) and include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries over which the Company exercises control. All material
intercompany accounts, transactions and profits are eliminated in consolidation.
Emerging Growth
Company: Section 102(b)(1) of the Jumpstart Our Business Startups Act (JOBS Act) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private
companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or
revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private
companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time the Company is no longer considered to be an emerging growth company. At
times, the Company may elect to early adopt a new or revised standard.
Use of estimates: The preparation of financial statements in
conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the amounts of revenues and expenses during the
reporting period. The Companys most significant estimates and judgments involve valuation of share-based compensation, including the fair value of common stock, the valuation of warrants and derivative liabilities, the assessment of asset
retirement obligations, internal labor capitalization, and impairment assessments. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making
judgments about the carrying values of assets and liabilities. Actual results may differ from managements estimates if these results differ from historical experience or other assumptions prove not to be substantially accurate, even if such
assumptions are reasonable when made.
Uncertainty of the coronavirus pandemic: On January 30, 2020, the World
Health Organization declared the coronavirus outbreak a Public Health Emergency of International Concern and on March 11, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the
coronavirus include restrictions on travel, quarantines in certain areas and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate the spread of it have had and are expected to continue to
have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security
Act (CARES Act) was enacted to, amongst other provisions, provide emergency assistance for individuals, families and businesses affected by the coronavirus pandemic.
As the coronavirus pandemic continues to evolve, the Company believes the extent of the impact to its business, operating results, cash flows, liquidity and
financial condition will be primarily driven by the severity and duration of the coronavirus pandemic, the pandemics impact on the U.S. and global economies and the timing, scope and effectiveness of federal, state and local governmental
responses to the pandemic. Those primary drivers are beyond the Companys knowledge and control, and as a result, at this time the Company is unable to predict the cumulative
F-10
impact, both in terms of severity and duration, that the coronavirus pandemic will have on its business, operating results, cash flows and financial condition, but it could be material if the
current circumstances continue to exist for a prolonged period of time. Although we have made our best estimates based upon current information, actual results could materially differ from the estimates and assumptions developed by management.
Accordingly, it is reasonably possible that the estimates made in these consolidated financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, and if so, the Company may be
subject to future impairment losses related to long-lived assets as well as changes to recorded reserves and valuations.
Segment
information: Accounting Standards Codification (ASC) 280, Segment Reporting, defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly
by the chief operating decision-maker (CODM) in deciding how to allocate resources and in assessing performance. The Company operates as a single operating segment. The Companys chief operating decision maker (CODM) is
the chief executive officer, who has ultimate responsibility for the operating performance of the Company and the allocation of resources.
Concentration of credit risk: Financial instruments which potentially subject the Company to concentrations of credit risk
consist of cash and cash equivalents, restricted cash and accounts receivable. At times, such cash may be in excess of the FDIC limit. At December 31, 2021 and 2020, the Company had cash in excess of the $250,000 federally insured limit. The
Company believes it is not exposed to any significant credit risk on cash and cash equivalents as the Companys cash and cash equivalents are placed with high-credit quality financial institutions and issuers, and at times exceed federally
insured limits. To date, the Company has not experienced any credit loss relating to its cash and cash equivalents.
With respect to accounts receivable,
the Company routinely assesses the financial strength of its customers and, as a consequence, believes that the receivable credit risk exposure is limited. Substantially all of the Companys trade accounts receivables are with commercial
customers. Concentration of credit risk are limited due to the number of the Companys customers as well as their dispersion across different geographic regions.
Cash and cash equivalents: The Company considers all highly liquid investments with a maturity of three months or less at the
time of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and money market accounts. Cash equivalents are carried at cost, which approximates fair value due to their short-term nature.
Restricted cash: Restricted cash held at December 31, 2021 and 2020 consists of escrow deposits required for real estate
lease agreements, a letter of credit for the corporate credit card and a customs bond. Such restrictions related to real estate lease agreements will terminate upon the lease expiration date, which expire at various dates through 2026. Restricted
cash is classified as either a current or non-current asset on the Companys consolidated balance sheets based on the terms of the lease agreement, letter of credit and customs bond.
Accounts receivable, net: Accounts receivable are stated at a gross invoice amount, net of an allowance for doubtful
accounts. The allowance for doubtful accounts is maintained at a level considered adequate to provide for potential account losses on the balance based on managements evaluation of the anticipated impact of current economic conditions, changes
in the character and size of the balance, past and expected future loss experience, among other pertinent factors. As of December 31, 2021 and 2020, there was an allowance for doubtful accounts totaling $147 and $117, respectively. For the year
ended December 31, 2021 the provision was raised by $154, offset by $124 in write offs of customer balances. For the year ended December 31, 2020 the provision was raised in full, with no associated write offs.
Deferred costs: Deferred costs primarily consist of deferred transaction costs, which includes direct and incremental
professional service fees related to the Companys proposed Business Combination that are deferred as incurred. The deferred transaction costs will be offset against proceeds upon the consummation of the Business Combination. In the event the
Business Combination is terminated, the deferred transaction costs will be expensed. The Company deferred $5,225 in deferred transaction costs as of December 31, 2021. No amounts were deferred as of December 31, 2020.
F-11
As of December 31, 2021, deferred costs also consist of $1,824 in deferred charge assets, primarily
comprised of the $1,695 in Delayed Draw Tranche C Warrants contingently issuable in connection with the Fifth Amendment (see Note 4).
Fair value
measurements: ASC 820, Fair Value Measurements and Disclosures, clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants. As such, fair value is a market-based measurement that should be determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such
assumptions, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company can access
at the measurement date.
Level 2: Significant other observable inputs other than level 1 prices such as quoted
prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect the Companys own assumptions about the assumptions that
market participants would use in pricing an asset or liability.
An assets or liabilitys fair value measurement level within
the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques noted in ASC 820:
|
|
|
Market approach: Prices and other relevant information generated by market transactions involving identical or
comparable assets or liabilities. |
|
|
|
Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost).
|
|
|
|
Income approach: Techniques to convert future amounts to a single present value amount based upon market
expectations (including present value techniques, option pricing and excess earnings models) |
The Company believes its valuation methods
are appropriate and consistent with those used by other market participants, however the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at
the reporting date.
The Companys financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts
payable, accrued expenses, term loans, convertible notes payable and warrant liabilities. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and convertible notes payable approximate fair value
because of the short-term nature of those instruments. Due to the variable rate nature of the Companys term loans, the fair value of debt approximates the carrying value of debt.
The warrant liabilities were initially and subsequently measured at fair value using a Black-Scholes model at each measurement date based on Level 3
inputs. As of October 6, 2021 (the issuance date) and December 31, 2021, the fair value of the warrant liabilities was $14,773. The following table provides quantitative information regarding the Level 3 fair value measurement inputs:
|
|
|
|
|
|
|
|
|
|
|
As of October 6, 2021 |
|
|
As of December 31, 2021 |
|
Exercise price |
|
$ |
0.05 |
|
|
$ |
0.05 |
|
Common stock fair value |
|
$ |
9.83 |
|
|
$ |
9.83 |
|
Term (in years) |
|
|
10.0 |
|
|
|
9.8 |
|
Volatility |
|
|
27.56 |
% |
|
|
27.56 |
% |
Risk-free interest rate |
|
|
1.53 |
% |
|
|
1.52 |
% |
Expected dividends |
|
|
0 |
% |
|
|
0 |
% |
F-12
Prepaid expenses and other current assets: Prepaid expenses and other
current assets include prepaid inventory, prepaid software, prepaid marketing, prepaid insurance, other prepaid expenses and amounts owed under the 2020 Strategic Partner Arrangement (see Note 12), all of which are expected to be recognized or
realized within the next 12 months.
Property and equipment, net: Purchased and constructed property and equipment
is recorded at cost. The estimated value of any associated legally or contractually required retirement obligation is also included in the cost basis. Employee-related costs for construction and installation of deployed equipment included within the
distribution system are capitalized during the construction phase. On a periodic basis, costs within construction in progress are reviewed and a determination is made if the assets being developed will be put into use. If it is concluded that the
asset will not be put into use, the costs will be expensed. If the asset will be put into use, the costs are transferred from construction in progress to distribution system when substantially all of the activities necessary to construct the assets
for their intended use are completed. Depreciation commences upon completion.
Property and equipment are depreciated or amortized using the straight-line
method, based upon the following estimated useful lives:
|
|
|
Equipment |
|
3 years |
Furniture and fixtures |
|
3 years |
Software |
|
3 years |
Vehicles |
|
4 years |
Leasehold improvements |
|
shorter of lease term or 5 years |
Site acquisition costs |
|
5 years |
Distribution system |
|
3 -10 years |
Asset retirement obligation |
|
10 years |
Construction-in-process |
|
N/A |
Major renewals and improvements are capitalized while replacements and maintenance and repairs, which do not improve or extend
the lives of the respective assets, are expensed as incurred. When property and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss on the disposition is
recorded in the consolidated statements of operations as a component of cost of revenues or selling, general and administrative expenses, depending on the nature of the property and equipment.
Impairment of long-lived assets: The Company reviews long-lived assets, including property and equipment, for impairment whenever events or
changes in circumstances indicate that an asset groups carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analysis in accordance with
ASC 360-10, Impairment or Disposal of Long-Lived Assets, which requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely
independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable,
an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value. During the years ended December 31, 2021 and 2020, no impairments were recorded.
Intangible assets: Intangible assets consist of spectrum licenses acquired through a Federal Communications Commission
(FCC) auction in June 2019 (the FCC licenses). The FCC licenses provide the Company with the exclusive right to utilize certain radio frequency spectrum to provide wireless services. While the FCC licenses are issued for a
fixed period of time, generally ten years, renewals within the industry have occurred routinely and at nominal cost. There are no legal, regulatory, contractual, competitive, economic or other factors that limit the useful lives of the FCC licenses.
Accordingly, the FCC licenses were determined to be indefinite-lived intangible assets. The Company re-evaluates the useful life determination for the FCC licenses, annually, as of October 1 to
determine whether events and circumstances continue to support an indefinite useful life.
F-13
The FCC licenses are tested for potential impairment annually, as of October 1, or more frequently if
impairment indicators are present. ASC 350, Intangibles Goodwill and Other (ASC 350), provides the option to first perform a qualitative assessment to determine whether it is necessary to perform a
quantitative impairment test. ASC 350 permits the Company to elect to bypass the qualitative assessment in any period and proceed directly to performing the quantitative impairment test. The quantitative assessment consists of comparing the
estimated fair value of the FCC licenses to the aggregated carrying amount as of the test date. As of October 1, 2021, the Company elected to perform a quantitative assessment using a market-based approach that did not result in impairment. As
of October 1, 2020, the Company performed a qualitative assessment that did not identify any indicators of impairment that would require a quantitative assessment to be performed.
Asset retirement obligations: The Company accounts for asset retirement obligations (ARO) in accordance with ASC
410, Asset Retirement and Environmental Obligations, which requires the recognition of a liability for the fair value of a legally acquired asset retirement obligation when incurred if the liabilitys fair value can be reasonably
estimated. The Companys ARO liabilities are associated with the removal of deployed equipment from properties where such assets reside, resulting from contractual obligations to restore the space to a condition specified in the contract.
The Company records the net present value of the ARO liability and a related capital asset, in an equal amount, for contracts which result in an ARO. The
estimated ARO liability is based on a number of assumptions, including costs to remove deployed equipment, expected life, inflation rates and discount rates. Accretion expense related to the ARO liability is recognized as a component of selling,
general and administrative expense in the accompanying consolidated statements of operations. Upon ARO fulfillment, any difference between actual retirement expense incurred and the recorded estimated ARO liability is recognized as a gain or loss in
the accompanying consolidated statements of operations as a component of other income (expense).
For the years ended December 31, 2021 and 2020,
there were no settlements of the ARO liabilities.
Revenues: The Company recognizes revenues in accordance with ASC Topic
606, Revenue from Contracts with Customers, which provides a five-step model for recognizing revenue from contracts with customers as follows:
|
|
|
Identify the contract with a customer |
|
|
|
Identify the performance obligations in the contract |
|
|
|
Determine the transaction price |
|
|
|
Allocate the transaction price to the performance obligations in the contract |
|
|
|
Recognize revenue when or as performance obligations are satisfied |
The Company delivers high-quality and affordable broadband internet access to its customers using innovative, proprietary wideband hybrid fiber wireless
technology and related support on a subscription basis. The Companys subscription rate for such services is a per month fixed price for service without limitations on usage. The majority of customers are individual users who may also receive
subsidized internet services through federal subsidies such as the Emergency Broadband Benefit (EBB) program, but a small amount are commercial arrangements where a building owner is the party who we contract with and pays for all the
units in a building or for the units utilizing the service.
Income taxes: The Company recognizes deferred tax assets and
liabilities for the expected future tax consequences of events that have been included in the Companys financial statements and tax returns. Deferred tax assets and liabilities are determined based upon the differences between the financial
statements carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards, using enacted tax rates expected to be in effect in the year in which the differences are expected to reverse. Deferred tax
assets are reduced by a valuation allowance if it is more likely than not that these assets may not be realized.
The Company provides reserves for
potential payments of taxes to various tax authorities related to uncertain tax positions. Amounts recognized are based on a determination of whether a tax benefit taken by the Company in its tax filings or positions is more likely than
not to be sustained on audit. The amount recognized is equal to the largest amount that is more than 50% likely to be sustained. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense.
F-14
The Company uses a two-step approach for recognizing and
measuring tax benefits taken or expected to be taken in a tax return regarding uncertainties in income tax positions. The first step is recognition: the Company determines whether it is more likely than not that a tax position will be sustained upon
examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met
the more-likely-than-not recognition threshold, the Company presumes that the position will be examined by the appropriate taxing authority with full knowledge of all relevant information. The second
step is measurement: a tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is
measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will
generally result in one or more of the following: an increase in a liability for income taxes payable, a reduction of an income tax refund receivable, a reduction in a deferred tax asset or an increase in a deferred tax liability. As of
December 31, 2021 and 2020, the Company has not identified any uncertain tax positions for which reserves would be required.
Share-based
compensation: The Company accounts for its share-based compensation awards in accordance with ASC 718, Compensation Stock Compensation (ASC 718), under which share based payments that involve
the issuance of common stock to employees and nonemployees and meet the criteria for equity-classified awards are recognized in the consolidated financial statements as share-based compensation expense based on the fair value on the date of grant.
The Company issues stock-based awards to employees, directors and nonemployees, including stock option awards and restricted stock awards.
The Company or
its assignees have the right, but not the obligation, upon the termination of employment of an employee or termination of the service relationship of a non-employee, in either case who holds
shares of the Companys common stock acquired upon exercise of options (Purchased Shares) to repurchase from such holder some or all (as determined by the Company) of such Purchased Shares. This repurchase right may be exercised by
the Company within the later of six months following the date of termination of employment in the case of an employee, or termination of service relationship in the case of non-employee, or seven
months after the acquisition of such Purchased Shares upon exercise of the underlying options. The Company assesses the probability of repurchasing shares on
a grantee-by-grantee basis. To date, the Company has not exercised its rights to acquire Purchased Shares from any ex-employee or non-employee. Therefore, the Company has determined that it is not probable that it will repurchase Purchased Shares in the future and as a result such options are
accounted for as equity awards.
The Company utilizes the Black-Scholes model, which requires the input of subjective assumptions to determine the fair
value of stock-based awards. These assumptions include estimating (a) the length of time grantees will retain their vested stock options before exercising them for employees and the contractual term of the option for nonemployees
(expected term), (b) the volatility of the Companys common stock price over the expected term, (c) expected dividends, (d) the fair value of common stock and (e) the risk-free interest rate. The Company has elected
to recognize forfeitures in the period in which they occur.
The Company recognizes compensation cost on a straight-line basis over the requisite service
period of the awards for employees, which is typically the four-year vesting period of the award, and effective contract period specified in the award agreement for non-employee.
The assumptions used in the Black-Scholes model are managements best estimates, but the estimates involve inherent uncertainties and the application of
management judgment (see Note 6). As a result, if other assumptions had been used, the recorded share-based compensation expense could have been materially different from that depicted in the consolidated financial statements.
Warrants: The Company applies relevant accounting guidance for warrants to purchase the Companys stock based on the nature of the
relationship with the counterparty. For warrants issued to investors or lenders in exchange for cash or other financial assets, the Company follows guidance issued within ASC 480, Distinguishing Liabilities from Equity (ASC
480), and ASC 815, Derivatives and Hedging (ASC 815), to assist in the determination of
F-15
whether the warrants should be classified as liabilities or equity. Warrants that are determined to require liability classification are measured at fair value upon issuance and are subsequently re-measured to their then fair value at each subsequent reporting period, with changes in fair value recorded in current earnings. Warrants that are determined to require equity classification
are measured at fair value upon issuance and are not subsequently remeasured unless they are required to be reclassified.
For warrants issued to
nonemployees for goods or services, the Company follows guidance issued within ASC 718 to determine whether the share-based payments are equity or liability classified, and are measured at fair value on the grant date. The related expense is
recognized in the same period and in the same manner as if the Company had paid cash for the goods or services.
Advertising costs: The
Company expenses advertising costs as incurred. Such expenses for the years ended December 31, 2021 and 2020 totaled $2,977 and $1,344, respectively, and are included in selling, general and administrative expenses in the Companys
consolidated statements of operations.
Research and development expense: Research and development costs do not meet the
requirements to be recognized as an asset as the associated future benefits were at best uncertain and there was no alternative future use at the time the costs were incurred. Research and development costs include, but are not limited to, costs
incurred in performing research and development activities, including salaries, benefits, facilities, rent, software, depreciation, research-related overhead, contracted services, license fees and other external costs.
Sale-leasebacks: Sale-leasebacks are transactions through which the Company sells assets and subsequently leases them back. The resulting
leases that qualify for sale-leaseback accounting are evaluated and accounted for as operating leases or capital leases. A transaction that does not qualify for sale-leaseback accounting as a result of a prohibited form of continuing
involvement is accounted for as a financing transaction. For such financing transactions, the Company retains the sold assets within property and equipment and records a financing obligation equal to the amount of cash proceeds
received. Rental payments under such transactions are recognized as a reduction of the financing obligation and as interest expense using an effective interest method.
Recent accounting pronouncements issued, not yet adopted:
In February 2016, the FASB issued a new accounting standard, ASC 842, Leases (ASC 842), to increase transparency and
comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheets. Most significant among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those
leases classified as operating leases under previous U.S. GAAP. Under the new standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing and uncertainty of cash flows arising from
leases. ASC 842 is effective for the annual period beginning January 1, 2022, and interim periods within the annual period beginning January 1, 2023, with early adoption permitted.
The Company is currently evaluating the impact the new guidance will have on its financial position and results of operations but expects to recognize lease
liabilities and right of use assets at the time of adoption. The extent of the increase to assets and liabilities associated with these amounts remains to be determined pending the Companys review of its existing lease contracts and service
contracts which may contain embedded leases. The Company is currently assessing the potential impact to the financial statements. The Company is continuing to monitor potential changes to ASC 842 that have been proposed by the FASB and will assess
any necessary changes to the implementation process as the guidance is updated.
In June 2016, the FASB issued
ASU 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses of Financial
Instruments (ASU 2016-13), which, together with subsequent amendments, amends the requirement on the measurement and recognition of expected credit losses for financial assets
held to replace the incurred loss model for financial assets measured at amortized cost and require entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and
reasonable and supportable forecasts. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently in the process of evaluating the
effects of this pronouncement on the Companys consolidated financial statements.
F-16
In August 2020, the FASB issued ASU 2020-06, Debt
Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entitys Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entitys Own Equity, which simplifies the accounting for convertible instruments by reducing the number of
accounting models available for convertible debt instruments. This guidance removes certain settlement conditions that are required for contracts to qualify for equity classification, eliminates the treasury stock method to calculate diluted
earnings per share for convertible instruments and requires the use of the if-converted method. ASU 2021-06 is effective for the Company beginning
January 1, 2024, with early adoption permitted. The Company is currently evaluating the effects of this pronouncement on the Companys consolidated financial statements and the potential impact on the consolidated financial statements.
In October 2020, the FASB issued ASU 2020-10, Codification Improvements (ASU 2020-10), which clarifies and improves the consistency of the Codification by updating various disclosure requirements to align with the SECs regulations and ensure all
guidance that requires or provides an option for an entity to provide information in the notes to financial statements is codified in the Disclosure Section of the Codification. ASU 2020-10 is
effective for the Company beginning January 1, 2022, and interim periods within the annual period beginning January 1, 2023, with early adoption permitted. The Company is currently evaluating the effects of this pronouncement on the
Companys consolidated financial statements and the potential impact on the consolidated financial statements.
Note 3. Revenue recognition
The Company assesses the contract term as the period in which the parties to the contract have presently enforceable rights and obligations. The
contract term can differ from the stated term in contracts that include certain termination or renewal rights, depending on whether there are penalties associated with those rights. Although customers are typically billed in advance for a month of
service, the majority of the Companys contracts (with residential customers) allow either party to cancel at any time without penalty and customers are entitled to a pro rata refund for services not yet rendered. However, in some instances the
Company enters into non-cancellable and non-refundable contracts as part of commercial arrangements.
Nature of services: Revenues related to internet and related support services are recognized over time as the customer consumes the
benefits of the services the Company performs. The Company stands ready to provide access to the service throughout the contract term. The timing of revenue recognition is based on a time-based measure of progress as the Company provides access to
the service evenly over the course of the subscription period. The installation activities performed and essential customer premise equipment (CPE) required for delivering such service to the customer are not accounted for as distinct
performance obligations, but rather components of the internet service offering because the installation activities and CPE are highly interdependent on such services. Based on the dependencies between such internet services, installation activities
and CPE the revenues relating to the Companys performance obligations are bundled and recognized over time.
Transaction
price: The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring goods and services to the customer. Revenue from sales is recorded based on the transaction price,
which includes estimates of variable consideration. The amount of variable consideration included in the transaction price is constrained and is included only to the extent it is probable that a significant reversal of cumulative revenue recognized
will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The constraint arises when the Company believes such service level guarantees are not met or when a customer has rights to a refund for such
services provided.
The Companys contracts with customers may include service level agreements that entitle the customer to receive service credits,
and in certain cases, service refunds, when defined service levels are not met. These arrangements represent a form of variable consideration, which is considered in the calculation of the transaction price. The Company estimates the amount of
variable consideration at the expected value based on its assessment of legal enforceability, anticipated performance and a review of specific transactions, historical experience and market and economic conditions. The Company historically has not
experienced any significant incidents affecting the defined levels of reliability and performance as required by the contracts.
The Company has elected
the practical expedient that permits an entity not to recognize a significant financing component if the time between the transfer of a good or service and payment is one year or less. The Company does
F-17
not enter into contracts in which the period between payment by the customer and the transfer of the promised goods or services to the customer is greater than 12 months. In addition, the Company
excludes from revenue sales taxes and other government-assessed and imposed taxes on revenue-generating activities that are invoiced to customers, whenever applicable.
For individual customers who receive subsidized internet services through the EBB program, the transaction price includes the amounts due from the customer as
well as the subsidy amount due from the government.
Gift card incentives: The Company uses marketing incentives to solicit potential
subscriber interest in the Companys services, primarily through the issuance of gift cards. Such promotional gift cards represent consideration paid to potential customers in anticipation of a contract. As such, the Company recognizes an asset
upon issuance of the gift card that is recognized as a reduction in revenue as the expected services are transferred to the customer over the estimated life of the customer. As of December 31, 2021 and 2020, the Company recognized $252 and $0
of such assets in other assets on the consolidated balance sheets and an insignificant amount of amortization was recognized as a reduction in revenue for the years ended December 31, 2021 and 2020.
Unearned revenue: The timing of revenue recognition may not align with the right to invoice the customer. The Company records accounts
receivable when it has the unconditional right to issue an invoice and receive payment, regardless of whether revenue has been recognized. If revenue has not yet been recognized, a contract or deposit liability (unearned revenue) is recorded.
|
|
|
|
|
Unearned Revenue |
|
December 31, 2020 |
|
$ |
1,169 |
|
Change |
|
|
461 |
|
|
|
|
|
|
December 31, 2021 |
|
$ |
1,630 |
|
Note 4. Debt
At
December 31, 2021 and 2020, the carrying value of debt was as follows:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
|
December 31, 2021 |
|
|
December 31, 2020 |
|
Gross term loans |
|
$ |
202,671 |
|
|
$ |
144,877 |
|
Convertible notes payable, net of unamortized discount at December 31, 2021 and 2020 of $0
and $2,282, respectively |
|
|
|
|
|
|
29,256 |
|
Strategic Partner Arrangement (see Note 12) |
|
|
5,227 |
|
|
|
1,722 |
|
Capital lease obligations |
|
|
2,221 |
|
|
|
1,609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
210,119 |
|
|
|
177,464 |
|
Less unamortized debt discount on term loans |
|
|
(17,019 |
) |
|
|
(13,657 |
) |
Less current portion of debt |
|
|
(1,504 |
) |
|
|
(29,875 |
) |
|
|
|
|
|
|
|
|
|
Debt, net of current portion |
|
$ |
191,596 |
|
|
$ |
133,932 |
|
2019 Credit Agreement: In February 2019, the Company entered into a credit agreement with a
new lender to provide for a total of $50,000, in the form of two separate term loan tranches of $27,500 and $22,500, respectively. The Company drew the first tranche of $27,500 in February 2019 and the second tranche of $22,500 in June 2019. In
December 2019, the Company amended and restated the credit agreement (as amended and restated, the Credit Agreement) with a syndicate of lenders, with the new lenders providing for an additional term loan tranche of $75,000, which was
immediately drawn by the Company (collectively, the Term Loans).
The Term Loans incur interest at a rate equal to the London Interbank
Offered Rate (LIBOR), subject to a floor of 2.0%, plus an applicable margin of 9.0% (with the interest rate capped at 13.25% per annum) and such interest is
F-18
accrued on a quarterly basis. Such interest rates were approximately 11.0% as of December 31, 2021 and 2020. As allowed in the Credit Agreement, the Company has elected to pay the interest
accrued on an in-kind basis by increasing the principal balance outstanding. For the years ending December 31, 2021 and 2020, the Company has incurred $17,794 and $15,132, respectively, of paid-in-kind interest on the Term Loans. Paid-in-kind interest is
reflected as a component of the carrying value of the Term Loans as the payment of such interest would occur upon the settlement of the Term Loans.
The
principal balance is payable in its entirety at maturity in February 2024. The Company may prepay the Term Loans, in whole or in part, at any time, subject to a premium. In addition, the lenders can require prepayment in certain circumstances,
including a change of control, also subject to a premium. The premium for such prepayment ranges from 0% to 10% of the principal based on the timing of prepayment. A change of control is defined as the acquisition of direct or indirect ownership by
a person other than existing stockholders of the Company of fifty percent or more of the voting or equity value of the Company.
The Term Loans are senior
to all other debt and have a first priority lien on substantially all of the Companys assets. The Term Loans contain customary conditions related to borrowing, events of default and covenants, including
certain non-financial covenants and covenants limiting the Companys ability to dispose of assets, undergo a change in control, merge with or acquire stock, and make investments, in each case
subject to certain exceptions. There is a financial covenant with respect to the Term Loans that requires the Company to maintain a minimum cash balance of $15,000 at all times. Upon the occurrence of an event of default, in addition to the lenders
being able to declare amounts outstanding under the Term Loans due and payable the lenders can elect to increase the interest rate by 2.0% per annum.
On
June 2, 2021, the Company entered into a Third Amendment and Waiver to the 2019 Credit Agreement (as amended and restated, the Credit Agreement). The Credit Agreement amended and restated two affirmative covenants that the Company
was not in compliance with as of December 31, 2020, which include the Company providing audited financial statements without a going concern or like qualification, exception or emphasis.
The non-compliance with covenants is an event of default which would have required the outstanding long-term debt balance to be payable upon demand. The Credit Agreement also waived any events of
default in existence on the Third Amendment and Waiver effective date. The lender has retained all other covenant requirements.
The Company assessed the
embedded features of the Term Loans, including the accelerated repayment (redemption) features and the default rate of interest feature, noting that these features met the definition of a derivative under ASC 815 and were not clearly and closely
related to the debt host instrument. The Company is required to remeasure these derivative features to their then fair value at each subsequent reporting period. The Company determined the fair value of these features to be $0 as of the respective
issuance dates of the Term Loans. However, based on the previously defined change of control trigger the repayment feature was ascribed a fair value of $10,412 and $1,850, respectively, as of December 31, 2021 and 2020, recorded in other
liabilities on the consolidated balance sheets. The change in fair value is based on managements assumption of the estimated probability that the accelerated repayment would be triggered prior to maturity. Such probability was deemed to be
100% as of December 31, 2021. The change in fair value of $8,562 and $1,850 for the years ended December 31, 2021 and 2020, was recorded in other income (expense) on the consolidated statement of operations.
In connection with entering into the initial agreement in February 2019, the Company issued the lender a warrant to purchase 2,765,887 shares of the Companys non-voting common stock. In addition, in connection with the Company entering into the Credit Agreement in December 2019, the Company issued the new participating lenders a warrant to
purchase 3,244,510 shares of the Companys non-voting common stock (see Note 5 for the accounting for these warrants). As the Company concluded the warrants were classified in stockholders
equity, the Company allocated approximately $6,175 and $8,307 in value to the warrant issuances, respectively, on a relative fair value basis and recorded this allocated value as an increase
to additional-paid-in capital and as a component of the discount recorded against the outstanding debt. On October 6, 2021, certain lenders who hold
648,902 of such warrants entered into the
Convertible Note Subscription Agreement (see Note 16) which provides the lenders an exchange right to net cash settle the outstanding warrants. The Company re-assessed the classification of such warrants due
to the exchange right and recorded a reclassification of $6,345 from additional-paid-in capital to warrant liabilities.
F-19
On October 6, 2021, the Company entered into the Fifth Amendment to the 2019 Credit Agreement
(Fifth Amendment) with lenders to provide for a total of $40,000 in term loans which the Company immediately drew upon in full (Tranche C Loan) and up to an additional $10,000 in delayed draw loans (Delayed Draw Tranche
C Loan) (together, the Tranche C Loans). Two lenders in the Tranche C Loans were also lenders in the Tranche B Loans, lending up to $6,000 and $1,500 respectively. The Fifth Amendment for such lenders was treated as an
extinguishment. The Company recorded a loss on extinguishment of $1,366 reflected in other income (expense), net on the consolidated statement of operations for the year ended December 31, 2021.
In conjunction with the Fifth Amendment, the Company entered into the Warrant Purchase Agreement as of October 6, 2021. The Company issued to the lenders
warrants to purchase 2,118,687 shares of nonvoting Old Starry Common Stock valued at $6,733 (Initial Tranche C Warrants) and contingently issuable warrants to purchase 533,275 shares of nonvoting Old Starry Common Stock valued at $1,695
(Delayed Draw Tranche C Warrants) (together, the Tranche C Warrants). The Company concluded the Tranche C Warrants are liability classified and recorded the fair value as an increase to warrant liabilities and as a component
of the discount recorded against the outstanding debt (for the Initial Tranche C Warrants) and deferred costs (for the Delayed Draw Tranche C Warrants) as the Delayed Draw Tranche C Loan was not outstanding as of December 31, 2021. The Delayed
Draw Tranche C Warrants will be reclassified as a component of the discount recorded against the outstanding debt upon the draw down of the Delayed Draw Tranche C Loan, which subsequently occurred on January 11, 2022.
Term Loans debt issuance costs and discount: In connection with entering into the initial credit agreement in February 2019, the
Company recorded a debt discount of $6,917, which was comprised of debt issuance costs of $742 and the allocated value of the warrants of $6,175. In connection with the second tranche drawn on in June 2019, the Company recorded a debt discount of
$225 related to debt issuance costs. In connection with the Company entering into the amended and restated credit agreement in December 2019, the Company recorded a debt discount of $9,212, which was comprised of debt issuance costs of $905 and the
allocated value of the warrants of $8,307. In connection with the Fifth Amendment, the Company recorded a debt discount of $7,053, which was comprised of debt issuance costs of $1,330 (net of $180 expensed as part of the loss on extinguishment) and
the fair value of the warrants of $5,723 (net of $1,010 expensed as part of the loss on extinguishment). In connection with the loss on extinguishment, the Company also de-recognized $176 of deferred financing
costs associated with the Tranche B Loans.
The Company is amortizing the debt discounts over the term of the Credit Agreement using the effective
interest method (based on an effective interest rate of 16.9%, 11.2%, 14.2% and 19.1%, respectively). The amortization recorded for the years ended December 31, 2021 and 2020 is $3,516 and $2,169, respectively, and is included within interest
expense in the consolidated statements of operations. The remaining unamortized debt discount at December 31, 2021 and 2020 is $17,019 and $13,658, respectively, and is reflected net against the debt, net of current portion on the consolidated
balance sheets.
2020 Convertible notes payable: In September 2020, the Company issued convertible notes payable in exchange for cash
totaling $31,243 (the 2020 Notes). One current shareholder who was a related party contributed $2,349 of the $31,243 2020 Notes balance. Such notes were subsequently converted into preferred stock as discussed below. The 2020 Notes bear
interest at 3.0% per annum and mature on June 4, 2021. The 2020 Notes are only prepayable with the consent of the holder and are an unsecured obligation of the Company. The 2020 Notes include the following embedded features:
|
(a) |
Automatic conversion of outstanding principal and unpaid accrued interest upon the closing of the next equity
financing. The conversion price will be based on the next equity financing per share price with a 20% discount, provided that the conversion price is not less than the Series D preferred stock price ($7.77 per share) or greater than $8.53 per share.
The number of conversion shares to be issued shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the above mentioned conversion price. |
|
(b) |
Automatic conversion of outstanding principal and unpaid accrued interest upon maturity of the 2020 Notes into
shares of Series D preferred stock. The number of Series D preferred stock shares to be issued shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the Series D preferred
stock price. |
F-20
|
(c) |
Automatic redemption upon the Company closing a corporate transaction, or liquidation event (including an IPO,
SPAC transaction or other change in control event). In such scenario, the majority noteholders would elect either (i) the repayment of the outstanding principal and accrued unpaid interest due upon the closing of the corporate transaction or
(ii) the conversion of the 2020 Notes into the right to receive a cash payment as though the principal and unpaid accrued interest had converted into conversion shares. The conversion price will be based on the corporate transaction per share
price with a 20% discount, provided that the conversion price is not less than the Series D preferred stock price ($7.77 per share) of greater than $8.53 per share. The number of conversion shares to be issued shall be equal to the quotient obtained
by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the above mentioned conversion price. |
|
(d) |
Automatic conversion of outstanding principal and unpaid accrued interest upon the closing of an initial public
offering. The number of conversion shares to be issued shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the Series D preferred stock price. |
|
(e) |
Automatic conversion of outstanding principal and unpaid accrued interest upon an event of default under the
Credit Agreement. The number of conversion shares to be issued shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the Series D preferred stock price.
|
The Company assessed the embedded features within the 2020 Notes as detailed above and determined that the automatic conversion feature
upon the next equity financing and the redemption upon a corporate transaction (in both cases, provided that the conversion price is not less than the Series D preferred stock price ($7.77 per share) or greater than $8.53 per share) met the
definition of a derivative that would require separate accounting from the
2020 Notes. In estimating the fair value of these bifurcated embedded features,
the Company concluded that such fair value was de minimis at issuance of the 2020 Notes. The automatic conversion feature upon maturity was assessed to contain a beneficial conversion feature that was recognized at its intrinsic value at the
issuance date as a component of additional paid-in-capital and as a debt discount to the 2020 Notes totaling $3,933.
January 2021 Convertible notes payable: In January 2021, the Company issued convertible notes payable in exchange for cash totaling $11,000
(the 2021 Notes). The 2021 Notes bear interest at 3.0% per annum and mature on October 29, 2021. The 2021 Notes are only prepayable with the consent of the holder and are an unsecured obligation of the Company. The 2021 Notes
include the following embedded features:
|
(a) |
Automatic conversion of outstanding principal and unpaid accrued interest upon the closing of the next equity
financing. The conversion price will be based on the next equity financing per share price with a 20% discount, as long as it is not greater than $8.53 per share. The number of conversion shares to be issued shall be equal to the quotient obtained
by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the above mentioned conversion price. This feature is effectively made up of two separate components, a share-settled redemption feature when the conversion
price is not greater than $8.53 per share, and a traditional conversion option when the conversion price is greater than $8.53 per share. |
|
(b) |
Automatic conversion of outstanding principal and unpaid accrued interest upon maturity of the 2021 Notes into
shares of Series D preferred stock. The number of Series D preferred stock shares to be issued shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the Series D preferred
stock price. |
|
(c) |
Automatic redemption upon the Company closing a corporate transaction. In such scenario, the majority
noteholders would elect either (i) the repayment of the outstanding principal and accrued unpaid interest due upon the closing of the corporate transaction or (ii) the conversion of the 2021 Notes into the right to receive a cash payment
as though the principal and unpaid accrued interest had converted into conversion shares. The conversion price will be based on the corporate transaction per share price with a 20% discount, provided it is not greater than $8.53. The number of
conversion shares to be issued shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the above mentioned conversion price. This feature is effectively made up of two
separate components, a share-settled redemption feature when the conversion price is not greater than $8.53 per share, and a traditional conversion option when the conversion price is greater than $8.53 per share. |
F-21
|
(d) |
Automatic conversion of outstanding principal and unpaid accrued interest upon the closing of an initial public
offering. The number of conversion shares to be issued shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the Series D preferred stock price. |
|
(e) |
Automatic conversion of outstanding principal and unpaid accrued interest upon an event of default under the
Credit Agreement. The number of conversion shares to be issued shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the Series D preferred stock price. |
|
(f) |
In the event of a future non-equity financing prior to the full payment or conversion of the Notes, each lender
will have the option to elect for the principal and unpaid accrued interest of each outstanding note to be converted into either (i) the instrument used in the non-equity financing on the same price, or (ii) conversion shares. The number of
conversion shares to be issued shall be equal to the quotient obtained by dividing (i) the outstanding principal and unpaid accrued interest due by (ii) the conversion price. |
The Company assessed the embedded features within the 2021 Notes as detailed above and determined that the automatic conversion feature upon the next equity
financing and the redemption upon a corporate transaction (in both cases, when settled in shares at a conversion price less than $8.53 per share) met the definition of a derivative that would require separate accounting from the 2021 Notes. In
estimating the fair value of these bifurcated embedded features, the Company concluded that such fair value was de minimis at issuance of the 2021 Notes. The automatic conversion feature upon maturity was assessed to contain a beneficial conversion
feature that was recognized at its intrinsic value at the issuance date as a component of additional paid-in capital and as a debt discount to the 2021 Notes totaling $2,791. Two current shareholders who were
related parties contributed $3,000 and $5,000, respectively, of the $11,000 2021 Notes balance.
The total amortization recorded for both the 2020 and
2021 Notes for the years ended December 31, 2021 and 2020, was $1,750 and $1,651, respectively, and is included within interest expense in the consolidated statements of operations. For the years ended December 31, 2021 and 2020, the
Company incurred $246 and $295 of paid-in-kind interest as a component of the carrying value of the 2020 Notes and 2021 Notes.
On March 31, 2021, the Company completed the initial closing of a new equity financing for its Series E Preferred Stock. As a result of the closing, both
the 2020 Notes and 2021 Notes, including accrued cash and paid-in-kind interest, converted to shares of
Series E-1 and Series E-2 Preferred Stock respectively (see Note 5). The conversion of the 2020 Notes was treated as a conversion in accordance with
the original terms of the 2020 Notes, and as such, carrying value of the 2020 Notes was reclassified to Series E-1 Preferred Stock. The conversion of the 2021 Notes was treated as an extinguishment
of the 2021 Notes, with the Series E-2 Preferred Stock being recorded at its fair value (the reacquisition price of the 2021 Notes) and the Company recording a charge to the capital account of $2,791
representing the additional value provided to the holders of the 2021 Notes upon settlement. The Company recorded a loss on extinguishment of $2,361 reflected in the other income (expense), net on the consolidated statement of operations for the
year ended December 31, 2020.
As a result of the 2020 Notes converting into shares of Series E Preferred Stock, the carrying value of the debt
discount on the 2020 Notes was reversed and recognized as interest expense in the amount of $971 for the year ending December 31, 2021.
Capital lease obligations: The Companys debt arising from capital lease obligations primarily relates to vehicles and equipment.
F-22
The aggregate future maturities of debt are as follows:
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
Term loans |
|
|
Capital lease obligations |
|
2022 |
|
$ |
|
|
|
$ |
1,092 |
|
2023 |
|
|
|
|
|
|
731 |
|
2024 |
|
|
202,671 |
|
|
|
452 |
|
2025 |
|
|
|
|
|
|
146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
202,671 |
|
|
|
2,421 |
|
Less: imputed interest |
|
|
|
|
|
|
(200 |
) |
|
|
|
|
|
|
|
|
|
Total future maturities |
|
$ |
202,671 |
|
|
$ |
2,221 |
|
|
|
|
|
|
|
|
|
|
Note 5. Stockholders equity
Convertible preferred stock
The Company has
authorized the issuance of 92,637,050 shares of convertible preferred stock (Preferred Stock), of which 9,761,747 shares are designated as Series Seed Preferred Stock, 16,852,283 shares are designated as Series A Preferred Stock,
10,207,696 shares are designated as Series B Preferred Stock, 19,965,160 are designated as Series C Preferred Stock, 16,090,802 are designated as Series D Preferred Stock, 19,299,164 are designated as Series E Preferred Stock and 2,500,000 are
designated as Series Z Preferred Stock (collectively, the Preferred Stock).
In July 2020, the Company issued 3,958,337 shares of Series D
Preferred Stock at a purchase price of $7.77 per share, in exchange for gross cash proceeds of $30,750. In connection with this, the Company incurred issuance costs of approximately $12 during the year ended December 31, 2020.
On March 31, 2021, the Company completed a Series E Preferred Stock financing round whereby it issued shares of Series
E-1 Preferred Stock, Series E-2 Preferred Stock, and Series E-3 Preferred Stock. The 2020 Notes had a carrying value of $31,752
and were converted into 4,087,375 shares of Series E-1 Preferred Stock, at a price per share of $7.77. The 2021 Notes had a carrying value of $13,832 and were converted into 1,515,452 shares of Series E-2 Preferred Stock, at a price per share of $7.28. The Company issued 13,148,484 shares of Series E-3 Preferred Stock at a purchase price of
$9.13 per share, in exchange
for gross cash proceeds of $120,000 and incurred issuance costs of $150.
The following summarizes the rights and preferences of the Preferred Stock
(terms specific to each respective series of Preferred Stock are identified where relevant):
Distributions and liquidation
preferences: The holders of Preferred Stock receive, in the event of a liquidation event and prior to any distribution to common stockholders, an amount equal to (i) the original issuance price per share for the
Series Seed, A, B, C, D, E-1, E-2 and E-3 Preferred Stock equal to $0.72, $1.54, $2.94, $5.01, $7.77, $7.77, $7.28 and $9.13,
respectively, adjusted as necessary, and (ii) any dividends declared and/or accrued, but unpaid. The Preferred Stockholders shall be entitled to receive the greater of the Original Issue Price plus any accrued and unpaid dividends or such
amount per share that would have been payable had all of the Preferred Stock been converted in Common Stock. After payment of the preferred preference, the remaining proceeds are to be distributed to the holders of the common stock on a pro-rata basis.
Dividends: The holders of Preferred Stock
are entitled to receive dividends when and if declared by the board of directors (the Board) from the Companys legally available funds. The preferred stock dividends are given preference to any declaration or payment of any
dividend on the Companys common stock. The holders of Preferred Stock also are entitled to participate pro rata in any dividends paid on the Common Stock on
an as-if-converted basis.
Conversion: Each share of Preferred Stock is convertible at the option of the holder at any time after the date of issuance
into a number of shares of voting common stock as determined by dividing the original issue price for the relevant series by the conversion price for such series. The conversion price per share for Series Seed, A, B, C, D, E-1, E-2, E-3 Preferred Stock is $0.72, $1.54, $2.94, $5.01, $7.77, $7.77, $7.28 and $9.13
F-23
respectively, subject to adjustment, as defined. Conversion is automatic upon the earlier of (1) the Companys sale of common stock in a firm commitment underwritten public offering
provided that the offering price per share is at least $11.65 per share and the aggregate net proceeds are at least $25,000 or (2) at the election of the majority of preferred stockholders.
The conversion price will also be subject to proportional adjustment for events such as stock splits, stock dividends and recapitalization.
Voting: The holders of the Preferred Stock and voting common stock are entitled to vote together as a single
class and not separate unless provided by law or other provisions of the articles of incorporation and receive one vote per voting common stock share equivalent. Each holder of Preferred Stock is entitled to a number of votes equal to the number of
shares of voting common stock into which the shares of Preferred Stock would be convertible.
Redemption (deemed liquidation
events): The Preferred Stock is not mandatorily redeemable. The Preferred Stock is only redeemable in the event of a deemed liquidation event and a majority of the preferred stockholders request such redemption in writing at least
five days prior to the effective date of such deemed liquidation event. Shares of Preferred Stock shall be redeemed by the Company out of funds lawfully available at a price per share noted above plus any accrued or declared but unpaid dividends
thereon. A deemed liquidation event includes each of the following unless the majority of preferred stockholders elect otherwise:
|
a) |
a merger or consolidation of the Company with or into another entity, unless the shares of stock of the Company
continue to represent or are converted into or exchanged for shares of capital stock that represent a majority of voting power of the surviving corporation; or |
|
b) |
the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related
transactions, of substantially all the assets of the Company. |
The Company has evaluated the Preferred Stock offerings, its investor
registration rights and the rights, preferences and privileges of each series of Preferred Stock and has concluded that there were no embedded features that met the definition of a derivative requiring bifurcation and separate accounting.
Additionally, the Company assessed the conversion terms associated with its Preferred Stock and concluded that they did not include beneficial conversion features.
The Company has classified Preferred Stock as permanent equity as all deemed liquidation events are within the control of the Company as the common voting
shareholders control four of the seven seats of the board of directors and the CEO holds the majority of the common voting shares. In addition, the Company does not currently believe that the related contingent events and the redemption of the
Preferred Stock is probable to occur. Therefore, the Company is not currently accreting the Preferred Stock to redemption value, and will only do so if the Preferred Stock becomes probable of redemption in the future.
The redemption value of the Series Seed, A, B, C, D E-1, E-2, E-3 Preferred Stock at December 31, 2021 was $7,000, $26,000, $30,000, $100,000, $125,000, $31,752, $11,032, and $120,000 respectively. The Company has not declared any dividends related to the Preferred Stock.
Common stock
Voting
common shares: The Company has authorized 128,855,144 shares of Voting Common Shares, par value $0.0001 of which 34,977,237 are issued and outstanding at December 31, 2021 and 2020. Such shares confer upon holders the right
to receive dividends out of any assets legally available, when and as declared by the Board, but subject to the prior right of the holders of the Preferred Shares as described above.
Non-voting common shares: The Company has
authorized 21,169,059 shares of Non-Voting Common Shares, par value $0.0001 of which 2,201,636 and 1,178,598 are issued and outstanding at December 31, 2021 and 2020, respectively.
F-24
The following shares of common stock are reserved for future issuance:
|
|
|
|
|
|
|
|
|
|
|
Voting common shares |
|
|
Non-voting common shares |
|
Conversion of redeemable, convertible preferred stock |
|
|
91,628,998 |
|
|
|
|
|
Warrants issued and outstanding |
|
|
|
|
|
|
8,221,123 |
|
Stock options issued and outstanding |
|
|
|
|
|
|
8,873,981 |
|
Authorized for future grant under 2014 Stock Option and Grant Plan |
|
|
|
|
|
|
334,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
91,628,998 |
|
|
|
17,439,160 |
|
|
|
|
|
|
|
|
|
|
Warrants for non-voting common
stock
In October 2021, the Company issued the Initial Tranche C Warrants to purchase 2,118,687 shares of
non-voting common stock at an exercise price of $0.05 per share to a syndicate of lenders in connection with the Fifth Amendment to the Credit Agreement as discussed in Note 4. These non-voting common stock warrants expire in October 2031. Additionally, in connection with the Fifth Amendment to the Credit Agreement the Company had contingently issuable Delayed Draw Tranche C Warrants to purchase
533,275 shares of non-voting common stock (not yet issued or outstanding as of December 31, 2021). The Tranche C Warrants will vest and become exercisable (i) with respect to 25% of the warrant
shares, upon issuance thereof, (ii) with respect to 25% of the warrant shares, upon the earlier to occur of (x) termination of the merger agreement in accordance with its terms and (y) April 16, 2022 if the de-SPAC has not been consummated prior to such date, and (iii) with respect to 50% of the warrant shares, upon the earlier to occur of (1) termination of the merger agreement in accordance with its terms
and (2) May 1, 2022 if the de-SPAC has not been consummated prior to such date. For the avoidance of doubt, if the closing of the de-SPAC occurs on or prior to
April 15, 2022 then the Tranche C Warrants will be exercisable solely with respect to the 25% of the warrant shares that vest immediately upon issuance.
The Tranche C Warrants were assessed under ASC 480 and ASC 815 upon issuance and were determined to meet the requirements for liability classification due to
the contingent exercisability conditions described above. Accordingly, the Company recorded the grant date fair value for the Tranche C Warrants to warrant liabilities upon the issuance date.
The weighted-average estimated grant date fair value of such Tranche C Warrants was $3.21 per share at issuance date (aggregate fair value of $8,428). For the
25% non-contingently exercisable warrant shares, the fair value approximated the estimated fair value of a share of the Companys common stock on the date of issuance. For the 75% contingently exercisable
warrant shares, the fair value approximated the estimated fair value of a share of the Companys common stock on the date of issuance adjusted for managements assumption of the probability of the
de-SPAC occurring on or prior to April 15, 2022. The fair value of the Companys common stock is based on certain factors as discussed further in Note 6. As of December 31, 2021, the Company
concluded there was no change in the fair value of the Tranche C Warrants.
In February 2019 and December 2019, the Company issued warrants to purchase
2,765,887 and 3,244,510 shares of non-voting common stock (the 2019 Warrants), respectively, at an exercise price of $0.01 per share to a lender in connection with the Credit Agreement discussed in
Note 4. These non-voting common stock warrants expire in February 2029 and December 2029, respectively. The estimated grant date fair value of these non-voting common
stock warrants was $2.88 per share at issuance date (aggregate fair value of $14,482), which approximated the estimated fair value of a share of the Companys common stock on the respective dates of issuance. The fair value of the
Companys common stock is based on certain factors as further discussed in Note 6.
In 2018, the Company issued warrants to purchase shares of non-voting common stock at an exercise price of $5.01 per share (the 2018 Warrants). These non-voting common stock warrants expire in March
2024. The total award could be exercised for 874,374 shares, of which 437,187 warrants were exercisable at issuance and 437,187 shares may become exercisable upon attaining performance requirements. The performance requirements are attained with
each 2,000 residential living units in residential buildings, as defined in the warrant purchase agreement, become paying subscribers to the Companys internet service, whereby 87,437 warrants vest. The estimated grant date fair value of these non-voting common stock warrants of $0.04 per share was recognized at
F-25
the issuance date (aggregate fair value of $31). During the year ended December 31, 2020, the performance requirements were met related to an additional 2,000 living units and accordingly,
an incremental additional 87,437 warrants vested. In October 2021, the remaining unvested warrants were accelerated and vested in full and immediately exercised. The vesting of such warrants was considered probable both at issuance and at the
acceleration date. As a result, no incremental share-based compensation expense was recognized with respect to the 2021 vesting.
In September 2017, the
Company issued warrants to purchase 92,039 shares of non-voting common stock at an exercise price of $0.92 per share (the 2017 Warrants).
These non-voting common stock warrants expire in September 2027. The estimated grant date fair value of these non-voting common stock warrants was
$0.34 per share at issuance date (aggregate fair value of $31), which approximated the estimated fair value of a share of the Companys common stock on the respective dates of issuance. The fair value of the Companys common stock is based
on certain factors as further discussed in Note 6.
The 2019, 2018 and 2017 Warrants were assessed under ASC 480 and ASC 815 upon each respective issuance
and were determined to meet the requirements for equity classification. Accordingly, the Company recorded the grant date fair value for the 2018 Warrants and the allocated fair value for the 2019 Warrants (see Note 4) of each respective non-voting common stock warrant to additional paid in capital upon their issuance dates.
As of
December 31, 2021, the following warrants to issue non-voting common shares of the Company remain outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Original issuance date |
|
Expiration date |
|
|
Exercise price |
|
|
Warrants issued |
|
|
Warrants currently exercisable |
|
September 2017 |
|
|
September 2027 |
|
|
$ |
0.92 |
|
|
|
92,039 |
|
|
|
92,039 |
|
February 2019 |
|
|
February 2029 |
|
|
$ |
0.01 |
|
|
|
2,765,887 |
|
|
|
2,765,887 |
|
December 2019 |
|
|
December 2029 |
|
|
$ |
0.01 |
|
|
|
3,244,510 |
|
|
|
3,244,510 |
|
October 2021 |
|
|
October 2031 |
|
|
$ |
0.05 |
|
|
|
2,118,687 |
|
|
|
529,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,221,123 |
|
|
|
6,632,108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 6. Share-based compensation expense
In December 2014, the Board of directors and stockholders approved the Starry, Inc. 2014 Stock Option and Grant Plan, which was subsequently amended and
restated in November 2016. The Amended and Restated 2014 Stock Option and Grant Plan was amended further in December 2017, March 2019 and March 2021 (as amended, the 2014 Plan), allowing the Company to grant up to 10,813,498 shares of
the Companys non-voting common shares. The 2014 Plan permits the granting of various awards including stock options (including both nonqualified options and incentive options) and restricted
stock awards to employees, officers, directors and non-employee consultants of the Company. An aggregate of 2,201,635 non-voting common shares were
available to issue under the 2014 Plan as of December 31, 2021.
The 2014 Plan is administered by the Board. The selection of participants, allotment
of shares, determination of price and other conditions are determined by the Board at its sole discretion in order to attract and retain personnel instrumental to the success of the Company. As of December 31, 2021 and 2020, only stock options
and restricted stock awards have been granted to employees, directors, consultants and advisors.
Under the 2014 Plan, the option exercise price for all
grantees equals the stocks estimated fair value on the date of the grant. The Board determined the fair value of common stock at the time of grant by considering a number of objective and subjective factors, including independent third-party
valuations of the Companys common stock, operating and financial performance, the lack of liquidity of capital stock and general and industry-specific economic outlook, amongst other factors. The Company believes the fair value of stock
options granted to nonemployees is more readily determinable than the fair value of services rendered.
F-26
The fair value of the underlying common stock will be determined by the Companys Board until such time
the Companys common stock is listed on an established exchange or national market system.
The fair value of each option is estimated on the date of
the grant using the Black-Scholes option-pricing model in order to measure the compensation cost associated with the award. This model incorporates certain assumptions for inputs including an expected volatility in the market value of the underlying
common stock, expected term, a risk-free interest rate and the expected dividend yield of the underlying common stock.
The following assumptions were
used for options issued during the years ended December 31, 2021 and 2020:
|
|
|
|
|
|
|
December 31, |
|
|
2021 |
|
2020 |
Expected volatility |
|
27.8% - 28.2% |
|
24.0% - 28.1% |
Expected term (in years) |
|
5.4 - 6.1 |
|
5.0 - 6.1 |
Risk-free interest rate |
|
0.8% - 1.1% |
|
0.4% - 1.7% |
Expected dividend yield |
|
$0.00 |
|
$0.00 |
|
|
|
Expected volatility: The expected volatility was determined by examining the historical
volatilities of a group of industry peers, as the Company did not have any trading history for the Companys common stock. |
|
|
|
Expected term: For employees, the expected term is determined using the simplified
method, as prescribed by the SECs Staff Accounting Bulletin No. 107, Share-Based Payment, to estimate on a formula basis the expected term of the Companys employee stock options which are considered to have plain
vanilla characteristics. |
|
|
|
Risk-free interest rate: The risk-free interest rate was based upon quoted market
yields for the United States Treasury instruments with terms that were consistent with the expected term of the Companys stock options. |
|
|
|
Expected dividend yield: The expected dividend yield was based on the Companys history
and managements current expectation regarding future dividends. |
Employee and nonemployee stock options generally vest over four
years, with a maximum term of ten years from the date of grant. The awards become available to the recipient upon the satisfaction of a vesting condition based upon either a period of service or the achievement of a milestone, either of which may be
accelerated at the discretion of the Board. Share-based compensation expense is recognized on a straight-line basis over the applicable vesting period.
Stock options: A summary of stock option award activity for the year ended December 31, 2021 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options |
|
Shares |
|
|
Weighted Average Exercise Price |
|
|
Weighted Average Remaining Contractual Term |
|
|
Aggregate Intrinsic Value |
|
Outstanding at January 1, 2021 |
|
|
8,089,996 |
|
|
$ |
1.79 |
|
|
|
7.3 |
|
|
$ |
11,053 |
|
Expired |
|
|
(66,616 |
) |
|
|
2.39 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
1,295,362 |
|
|
|
7.23 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(600,943 |
) |
|
|
1.25 |
|
|
|
|
|
|
|
|
|
Cancelled or forfeited |
|
|
(660,714 |
) |
|
|
3.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2021 |
|
|
8,057,085 |
|
|
$ |
2.55 |
|
|
|
6.5 |
|
|
$ |
58,469 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at January 1, 2021 |
|
|
4,614,863 |
|
|
$ |
1.14 |
|
|
|
6.2 |
|
|
$ |
9,371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2021 |
|
|
5,262,716 |
|
|
$ |
1.47 |
|
|
|
5.4 |
|
|
$ |
44,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-27
There were no options with an exercise price greater than the market price on December 31, 2021 to
exclude from the intrinsic value computation. The intrinsic value of stock options exercised during the years ended December 31, 2021 and 2020 was $3,174 and $618, respectively, as determined on the date of exercise. There were no stock options
awarded to non-employees during the years ended December 31, 2021.
Share-based compensation
expense for the years ended December 31, 2021 and 2020 were $1,310 and $960, respectively, and is included within research and development as well as selling, general and administrative expense on the accompanying consolidated statements of
operations. As of December 31, 2021, there was approximately $3,236 of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a weighted-average period of 2.4 years.
RSUs: In May 2021 and September 2021, pursuant to the Companys Amended and Restated 2014 Stock Option Grant Plan, the Company granted
736,315 and 82,697 shares of restricted stock units (RSUs), respectively, to employees in exchange for employment services. The RSUs have a service condition of 4 years and performance condition that is linked to the occurrence of a
liquidity event. The liquidity event requirement will be satisfied on the first to occur of: (1) the day following the expiration of the lock up period that is in effect following a listing event (defined below), provided that a termination
event has not occurred prior to such time and (2) the consummation of a sale event. A listing event is defined as (i) an initial public offering or direct listing of any class of common stock of the Company or any parent or subsidiary or
successor of the Company formed for the purpose of effecting such transaction or (ii) a merger (or similar transaction) with a special purpose acquisition company, the result of which is that any class of common stock of the Company or the
parent or successor entity of the Company is listed on the New York Stock Exchange, the Nasdaq Stock Market or other securities exchange. The grant-date fair value of the RSUs is $7.99 per share. The Company has not recognized any compensation
expense for the RSUs since the defined liquidity event has not occurred as of December 31, 2021. As of December 31, 2021, there was approximately $6,536 of unrecognized share-based compensation expense related to unvested RSUs, which is
expected to be recognized over a weighted-average period of 3.3 years.
Note 7. Property and equipment
Property and equipment consisted of the following at December 31, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2021 |
|
|
2020 |
|
Distribution system |
|
$ |
142,202 |
|
|
$ |
91,719 |
|
Asset retirement obligation |
|
|
2,015 |
|
|
|
1,232 |
|
Construction in progress |
|
|
28,493 |
|
|
|
12,496 |
|
Equipment |
|
|
6,051 |
|
|
|
4,814 |
|
Vehicles |
|
|
3,943 |
|
|
|
2,875 |
|
Site acquisition costs |
|
|
3,155 |
|
|
|
2,547 |
|
Furniture and fixtures |
|
|
1,267 |
|
|
|
1,163 |
|
Software |
|
|
1,452 |
|
|
|
626 |
|
Leasehold improvements |
|
|
691 |
|
|
|
596 |
|
|
|
|
|
|
|
|
|
|
|
|
189,269 |
|
|
118,068 |
|
Less: accumulated depreciation |
|
|
(60,250 |
) |
|
|
(31,410 |
) |
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
$ |
129,019 |
|
|
$ |
86,658 |
|
|
|
|
|
|
|
|
|
|
Depreciation expense for the years ended December 31, 2021 and 2020 totaled approximately $29,463 and $19,350
respectively, and is included within cost of revenues, selling, general and administrative, and research and development expense on the accompanying consolidated statements of operations. The Company reported $26,372 and $16,676, in 2021 and 2020,
respectively, of depreciation related to the deployed assets which comprise its distribution system.
F-28
Note 8. Asset retirement obligations
The following table summarizes changes in the Companys asset retirement obligations for the years ended December 31, 2021 and 2020:
|
|
|
|
|
Balance, January 1, 2020 |
|
$ |
703 |
|
New asset retirement obligations |
|
|
582 |
|
Accretion expense |
|
|
114 |
|
|
|
|
|
|
Balance, December 31, 2020 |
|
|
1,399 |
|
New asset retirement obligations |
|
|
783 |
|
Accretion expense |
|
|
205 |
|
|
|
|
|
|
Balance, December 31, 2021 |
|
$ |
2,387 |
|
|
|
|
|
|
Accretion expense associated with asset retirement obligations is included within selling, general and administrative expenses
on the accompanying consolidated statements of operations.
Note 9. Prepaid expenses and other current assets
Prepaid expenses and other current assets consisted of the following at December 31, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2021 |
|
|
2020 |
|
Receivable from 2021 Strategic Partner Arrangement (see Note 12) |
|
$ |
219 |
|
|
$ |
259 |
|
Prepaid inventory |
|
|
3,821 |
|
|
|
143 |
|
Prepaid software |
|
|
797 |
|
|
|
553 |
|
Contract Manufacturer |
|
|
674 |
|
|
|
565 |
|
Prepaid rent |
|
|
709 |
|
|
|
|
|
Other |
|
|
859 |
|
|
|
320 |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
7,079 |
|
|
$ |
1,840 |
|
|
|
|
|
|
|
|
|
|
Note 10. Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consisted of the following at December 31, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
December 31, 2020 |
|
Accrued compensation and benefits |
|
$ |
4,773 |
|
|
$ |
3,633 |
|
Accrued sales and use tax |
|
|
5,860 |
|
|
|
3,327 |
|
Accrued purchases of property and equipment |
|
|
3,339 |
|
|
|
2,257 |
|
Accrued transaction costs |
|
|
3,693 |
|
|
|
|
|
Other |
|
|
5,512 |
|
|
|
3,856 |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
23,177 |
|
|
$ |
13,073 |
|
F-29
Note 11. Income taxes
For the years ended December 31, 2021 and 2020, the Company did not record a tax provision or benefit due to current and historical losses incurred by the
Company. The Companys losses before income taxes consist primarily of losses from domestic operations.
The significant components of the
Companys deferred taxes as of December 31, 2021 and 2020 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
2020 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Federal and state net operating loss carryforwards |
|
$ |
134,609 |
|
|
$ |
86,964 |
|
Research and development tax credits |
|
|
6,531 |
|
|
|
5,269 |
|
Debt |
|
|
2,884 |
|
|
|
|
|
Capitalized research and development costs |
|
|
1,588 |
|
|
|
1,911 |
|
Payroll tax deferral |
|
|
337 |
|
|
|
655 |
|
Reserves and accruals |
|
|
705 |
|
|
|
354 |
|
Other |
|
|
104 |
|
|
|
108 |
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
146,758 |
|
|
|
95,261 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Fixed Assets - Depreciation |
|
|
(3,743 |
) |
|
|
(1,815 |
) |
Other |
|
|
(224 |
) |
|
|
(622 |
) |
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities |
|
|
(3,967 |
) |
|
|
(2,437 |
) |
Valuation allowance |
|
|
(142,791 |
) |
|
|
(92,824 |
) |
|
|
|
|
|
|
|
|
|
Net deferred tax assets |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets.
Management has considered the Companys history of cumulative net losses incurred since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the Companys deferred tax assets. As a
result, a full valuation allowance of $142,791 and $92,824, respectively, has been established against the deferred tax assets for both years. Management reevaluates the positive and negative evidence at each reporting period. The valuation
allowance increased by $49,967 during the year ended December 31, 2021 primarily as a result of increases in the Companys net operating losses.
The Company has federal net operating loss carryforwards of approximately $485,122 of which $49,477 will begin to expire in 2034 and $435,645 can be carried
forward indefinitely. The Company also has state net operating loss carryforwards of approximately $488,824, which will begin to expire in 2034. The Company also has federal and state research and development tax credit carryforwards of
$4,326 and $2,792, respectively, which begin to expire in 2034 and 2029, respectively.
A reconciliation of the income tax expense computed using the
federal statutory income tax rate to the Companys effective income tax rate is as follows:
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2021 |
|
|
2020 |
|
Federal statutory rate of 21% |
|
|
21.0 |
% |
|
|
21.0 |
% |
State taxes |
|
|
9.0 |
|
|
|
6.8 |
|
Research & development credits |
|
|
0.5 |
|
|
|
1.0 |
|
Other |
|
|
(0.5 |
) |
|
|
(1.0 |
) |
Change in valuation allowance |
|
|
(30.0 |
) |
|
|
(27.8 |
) |
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
F-30
The Company files a U.S. federal income tax return and various state returns. All tax years since inception
remain open to examination by the major taxing jurisdictions to which the Company is subject, as carryforward attributes generated in years past may still be adjusted upon examination by the Internal Revenue Service (IRS) or other authorities if
they have or will be used in a future period. The Company is not currently under examination by the IRS or any other jurisdictions for any tax years.
The
Companys ability to utilize a portion of its net operating loss and research and development carryforwards is subject to certain limitations under section 382 and 383 of the Internal Revenue Code of 1986, as amended and corresponding provision
of state law, due to ownership change that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually
to offset future taxable income and tax liabilities, respectively. The Company has not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation. Any limitation
may result in expiration of a portion of the net operating loss carryforwards or research and development credit carryforward before utilization. Further, until a study is completed by the Company and any limitation is known, no amounts are being
presented as an uncertain tax position.
As of December 31, 2021 and 2020, the Company has not identified any uncertain tax positions for which
reserves would be required. The Company will recognize interest and penalties, if any, related to uncertain tax positions in income tax expense. As of December 31, 2021, no interest or penalties have been accrued. In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (CARES Act), was signed into law in the United States in March 2020. The CARES Act adjusted a number of provisions
of the tax code, including the calculation and eligibility of certain deductions and the treatment of net operating losses and tax credits. The enactment of the CARES Act did not result in any material adjustments to the Companys income tax
provision for the year ended December 31, 2021, or to the Companys net deferred tax assets as of December 31, 2021.
Note 12.
Commitments and contingencies
2020 Strategic Partner Arrangement: On June 19, 2020, the Company entered into a 10 year
arrangement, renewable for an additional 5 years (the Arrangement) with a third party to jointly deploy a fixed millimeter wave broadband service in a new market, which will provide internet and voice over internet protocol
(VoIP) services to Starry customers. The third party has agreed to fund the equipment necessary to deliver the service in exchange for a revenue sharing arrangement whereby the third party will be entitled to a percentage of revenue
earned by the Company in the new market. Pursuant to the Arrangement, the Company will sell in exchange for cash consideration the equipment to the third party and lease the equipment back. The seller-financing portion of the transaction created a
form of continuing involvement which precludes sale-leaseback accounting until the related amounts due are paid in full. Accordingly, the Company accounted for the sale-leaseback as a financing transaction with the third party, with the equipment
remaining on our books at its then carrying value, the net cash proceeds received being reflected as a financing obligation, and the expected future payments under the revenue sharing agreement to the third party being treated as debt service and
applied to interest and principal over the initial 10 year term. The discount rate is calculated based on expected future payments under the revenue sharing agreement. The third party has the right to terminate the Arrangement for any reason no
earlier than June 2023. In the event of an early termination, the Company is required to repurchase the equipment at a repurchase price equal to the net book value of the equipment as reflected on the third partys balance sheet at the time of
the termination. The Company has made an accounting policy election to use the prospective method to account for changes in actual or estimated cash flows related to the debt service.
As of December 31, 2021, the financing obligation was $5,227, of which $525 and $4,702 was included in the current and
non-current portion of debt, respectively, on the consolidated balance sheet. As of December 31, 2021, $219 of reimbursable expenses is owed by the third party and is included in prepaid expenses and
other current assets on the consolidated balance sheet.
Operating leases: The Company has operating leases for its corporate offices
and other facilities, roof rights, equipment leases and fiber networks, under various non-cancelable agreements. Future minimum rental
F-31
commitments for operating leases with non-cancelable terms
of one year or more at December 31, 2021, are as follows:
|
|
|
|
|
2022 |
|
$ |
12,546 |
|
2023 |
|
|
10,619 |
|
2024 |
|
|
6,784 |
|
2025 |
|
|
4,338 |
|
2026 |
|
|
2,574 |
|
Thereafter |
|
|
1,521 |
|
|
|
|
|
|
|
|
$ |
38,382 |
|
|
|
|
|
|
Total rent expense for the years ended December 31, 2021 and 2020 were $13,583 and $8,011, respectively.
Purchase Commitments: The Company entered into non-cancelable purchase commitments
with various contract manufacturers during the year ended December 31, 2021 to purchase items to be installed in the Companys distribution system. As of December 31, 2021, these purchase commitments totaled $33,351.
Advance deposit payments: The Companys contractual commitments include an advance deposit payment received from a customer for the
build out of a network in an underserved location. In the event the Company does not fulfill the obligation to construct the network such deposit is required to be refunded to the customer. As of December 31, 2021 and December 31, 2020,
such deposit payment totaled $2,000 and $0, respectively, and was recorded in other liabilities.
Legal Proceedings: The Company is
periodically involved in legal proceedings, legal actions and claims arising in the normal course of business, including proceedings relating to product liability, intellectual property, safety and health, employment and other matters. Management
believes that the outcome of such legal proceedings, legal actions and claims will not have a significant adverse effect on the Companys financial position, results of operations or cash flows.
Letter of intent for Agreement and Planned Merger: In September 2021, the Company entered into a letter of intent with FirstMark
Horizon Acquisition Corp. a special purpose acquisition company, and subsequently entered into a merger agreement on October 6, 2021, as discussed in Note 1. As of December 31, 2021, the Company has recorded $5,225 in deferred costs
related to the Business Combination.
Note 13. Net loss per share
The following table sets forth the computation of the basic and diluted net loss per share:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
|
2021 |
|
|
2020 |
|
Numerator: |
|
|
|
|
|
|
|
|
Net loss attributable to common stockholder |
|
$ |
(166,545 |
) |
|
$ |
(125,093 |
) |
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic and diluted |
|
|
36,569,966 |
|
|
|
35,743,961 |
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per share: |
|
|
|
|
|
|
|
|
Voting common stock |
|
$ |
(4.55 |
) |
|
$ |
(3.50 |
) |
|
|
|
|
|
|
|
|
|
Non-voting common stock |
|
$ |
(4.55 |
) |
|
$ |
(3.50 |
) |
|
|
|
|
|
|
|
|
|
The Companys potential dilutive securities, which include stock options, convertible preferred stock and vested
warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net
loss per share is the same.
F-32
The Company issued warrants that were contingently exercisable into shares
of non-voting common stock upon meeting certain performance conditions or the occurrence of certain specified future events. The unvested warrants were not included in the computation of dilutive net
loss per share for the periods presented as none of the performance conditions or certain specified future events had been satisfied as of December 31, 2021 or 2020. However, had the contingencies been satisfied as of December 31, 2021 or
2020, the warrants would have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share.
The Company issued convertible notes payable during 2020 that were contingently convertible into shares
of non-voting common stock upon the occurrence of certain specified future events. The Companys contingently convertible notes payable did not meet the condition to be converted to common stock
as of December 31, 2020 and therefore were not included in the computation of dilutive net loss per share for the year ended December 31, 2020. However, had the contingency been satisfied as of December 31, 2020, the notes would have
been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share.
The number of shares underlying
the Companys outstanding stock options, redeemable, convertible preferred stock and warrants are summarized and disclose in Note 5.
Note 14.
Supplemental cash flow information
The following tables provides a reconciliation of cash, cash equivalents and restricted cash reported in the
balance sheets as of December 31, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2021 |
|
|
2020 |
|
Cash and cash equivalents |
|
$ |
29,384 |
|
|
$ |
25,594 |
|
Restricted cash |
|
|
|
|
|
|
110 |
|
Restricted cash included in restricted cash and other assets |
|
|
1,378 |
|
|
|
1,127 |
|
|
|
|
|
|
|
|
|
|
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash
flows |
|
$ |
30,762 |
|
|
$ |
26,831 |
|
|
|
|
|
|
|
|
|
|
The following table provides supplemental cash flow information for the years ended December 31, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2021 |
|
|
2020 |
|
Cash paid for interest |
|
$ |
132 |
|
|
$ |
136 |
|
|
|
|
|
|
|
|
|
|
Cash paid for taxes |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
The following table provides supplemental disclosures of noncash investing and financing activities for the years ended
December 31, 2021 and 2020:
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
|
|
2021 |
|
|
2020 |
|
Purchases of property and equipment included within accounts payable and accrued expenses and
other current liabilities |
|
$ |
10,991 |
|
|
$ |
8,036 |
|
|
|
|
|
|
|
|
|
|
Unpaid deferred transaction costs included within accounts payable and accrued expenses |
|
$ |
4,250 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Property and equipment acquired through capital lease obligations |
|
$ |
1,399 |
|
|
$ |
424 |
|
|
|
|
|
|
|
|
|
|
Asset retirement obligations associated with deployed equipment |
|
$ |
783 |
|
|
$ |
582 |
|
|
|
|
|
|
|
|
|
|
Conversion of convertible notes to Series E Preferred Stock |
|
$ |
45,584 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
F-33
Note 15. Retirement plan
The Company makes available a 401(k) defined contribution savings plan (the 401(k) Plan) for its employees. The 401(k) Plan covers substantially
all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pretax basis, subject to legal limitations. Under such a plan, employees may make voluntary contributions. For
the years ended December 31, 2021 and 2020, there was no employer matching contribution made to the 401(k) Plan.
Note 16. Subsequent events
The Company evaluated all events or transactions that occurred after December 31, 2021 through June 3, 2022, the date the consolidated
financial statements were available to be issued.
Fifth Amendment Delayed Draw
On January 11, 2022, the Company received proceeds of $10,000 in connection with the Delayed Draw Tranche C Loan. In conjunction with the Delayed Draw
Tranche C Loan, the Company issued the Delayed Draw Tranche C Warrants to the lenders to purchase 533,275 shares of Nonvoting Starry Common Stock.
Merger Agreement Waiver
Pursuant to the terms of the
merger agreement, the Business Combination was subject to the satisfaction or waiver of certain customary closing conditions. At the time of the execution of the merger agreement, such closing conditions included, among others, that the amount equal
to, as of immediately prior to the effective time of the Acquisition Merger (the Acquisition Merger Effective Time): (A) the funds contained in FirstMarks trust account; plus (B) all other Cash and Cash Equivalents (as defined in
the merger agreement) of New Starry; minus (C) the aggregate amount of cash proceeds required to satisfy the redemption of any shares of FirstMarks Class A common stock pursuant to the redemption offer (to the extent not already paid as of
immediately prior to the Acquisition Merger Effective Time); plus (D) the PIPE Investment actually received by FirstMark or Holdings at or prior to the closing of the Acquisition Merger (the Acquisition Merger Closing); plus (E) net cash
proceeds actually received by Starry in consideration for the issuance of Additional Funding Shares (as defined in the merger agreement) (including pursuant to the Series Z Subscription Agreements) prior to the Acquisition Merger Closing shall be at
least $300.0 million (the Minimum Cash Condition). At the time of the execution of the merger agreement, the closing of the PIPE Investment and the Series Z Investment was also subject to the satisfaction or waiver of the closing of the
offering of the Convertible Notes. Further, the merger agreement provided that Starry will use reasonable best efforts to deliver payoff letters and related documentation with respect to certain of its indebtedness at least two business days prior
to the closing date of the Acquisition Merger. In addition, the terms of the merger agreement provide that, unless otherwise approved by Starry, FirstMark shall not permit any amendment or modification to be made to, any waiver of, or provide
consent to modify, any provision or remedy under any Subscription Agreements. On March 28, 2022, the parties to the merger agreement entered into a Merger Agreement Waiver (the Merger Agreement Waiver), pursuant to which they have agreed
to waive such closing conditions. As a result of the Minimum Cash Condition not being met, the Convertible Notes (see Note 1) were not issued upon consummation of the Business Combination.
FirstMark Redemptions
Public shareholders redeemed
37,775,801 of FirstMark Class A Common Stock for an aggregate payment of $377,787, resulting in the Company receiving proceeds of $36,245 upon the consummation of the Business Combination on March 29, 2022.
PIPE Subscription Agreement
On March 25, 2022, the PIPE
Subscription Agreement was amended such that the aggregate number of New Starry Class A Common Stock to be sold was increased from 10,900,000 to 14,533,334 New Starry Class A Common Stock and the purchase price per share was decreased from $10.00 to
$7.50 per share.
On March 29, 2022, the PIPE investors purchased an aggregate of 14,533,334 shares of New Starry Class A Common Stock at $7.50 per
share, resulting in aggregate proceeds of $109,000 in the PIPE investment.
Series Z Subscription Agreement
On March 25, 2022, the Series Z Subscription Agreement was amended such that the aggregate number of Series Z Preferred Stock to be sold was increased from
2,100,000 to 2,800,000 Series Z Preferred Stock and the purchase price per share was decreased from $10.00 to $7.50 per share.
In addition, on March 25,
2022, Starry and Tiger Global Private Investment Partners IX, LP (Tiger) entered into an additional Series Z Subscription Agreement (the Tiger Series Z Subscription Agreement) pursuant to which Tiger agreed to subscribe for
1,333,333 shares of Series Z Preferred Stock at a purchase price per share of $7.50 for a purchase price equal to approximately $10.0 million.
On March
29, 2022, the Series Z Investors purchased an aggregate of 4,133,333 shares of Starry Series Z Preferred Stock at $7.50 per share, resulting in aggregate proceeds of $31,000.
F-34
Seventh Amendment to Credit Agreement
On March 26, 2022, the Company entered into a Seventh Amendment to the Credit Agreement. The Seventh Amendment to the Credit Agreement amended and restated an
affirmative covenant requiring the Company to provide annual audited financial statements without a going concern or like qualification, exception or emphasis. In addition, the Seventh Amendment to the Credit Agreement redefined the term
Change in Control to exclude the aforementioned Business Combination with respect to contemplating the prepayment penalty. As a result of such amendments, the Company was in compliance with all bank covenants as of December 31, 2021.
Without such amendments the Company would have been in default and the outstanding long-term debt balance would be payable upon demand. The lender has retained all other covenant requirements.
Tranche C Warrants
As the Business Combination occurred
prior to April 15, 2022, approximately 75% of the Tranche C warrants, or 1,988,971 million warrants, were no longer subject to vest or become exercisable. See Warrants for non-voting common stock within Note 5.
Redeemable Shares
On March
31, 2022, the Company entered into an agreement with certain debt holders who are also shareholders (the Optionholders) of 1,209,029 shares of Class A common stock (the Shares) that grants and conveys to the Optionholders the
option, in their sole discretion, to participate in a refinancing in full (the Refinancing) of the outstanding Term Loans, by providing new senior secured term loans and/or notes (including convertible notes), in each case on a first
lien and/or junior lien basis as agreed upon by the parties (and such term loans and/or notes, the New Debt), to the Company and/or any of its subsidiaries as the borrower(s) in respect of such refinancing indebtedness. For the avoidance
of doubt, nothing in the agreement requires the Company to enter into any Refinancing.
Prior to the consummation of any Refinancing, the Optionholders
have the option, in their sole discretion, to exchange all or any portion of such Shares at an agreed value of $8.75 (as appropriately adjusted for any stock split, stock dividend, recapitalization or similar transaction affecting such shares) per
share (for the avoidance of doubt, irrespective of the price of which the Class A common stock is trading on the New York Stock Exchange) for an equal principal amount of unsubordinated unsecured term loans or notes under a new debt facility (the
Junior Debt) and not, for the avoidance of doubt, issued or incurred under the Starry Credit Agreement (the Junior Debt Exchange). Any Junior Debt shall mature on the earliest of the maturity date of the Starry Credit
Agreement, the acceleration of the Term Loans in accordance with the Starry Credit Agreement, or the consummation of a Refinancing, and shall bear interest at a rate equal to Term Secured Overnight Financing Rate (SOFR) plus 1.00%. The
aggregate principal amount of Junior Debt shall not exceed $15,000 and Starry, Inc. will be the borrower.
In connection with any Refinancing subsequent
to the incurrence or issuance of any Junior Debt, the Company grants and conveys to each Optionholder the irrevocable option, in such Optionholders sole discretion, to exchange all or any portion of the principal amount of its Junior Debt on a
dollar-for-dollar basis for an equal principal amount of New Debt.
F-35
Starry Group Holdings, Inc.
Unaudited Condensed Consolidated Balance Sheets
(Dollar amounts in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
June 30, 2022 |
|
|
December 31, 2021 |
|
Assets |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
99,682 |
|
|
$ |
29,384 |
|
Accounts receivable, net |
|
|
439 |
|
|
|
380 |
|
Deferred costs |
|
|
|
|
|
|
7,049 |
|
Prepaid expenses and other current assets |
|
|
10,576 |
|
|
|
7,079 |
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
110,697 |
|
|
|
43,892 |
|
Property and equipment, net |
|
|
149,485 |
|
|
|
129,019 |
|
Intangible assets |
|
|
48,463 |
|
|
|
48,463 |
|
Restricted cash and other assets |
|
|
2,510 |
|
|
|
1,860 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
311,155 |
|
|
$ |
223,234 |
|
Liabilities, redeemable shares and stockholders equity (deficit) |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
6,679 |
|
|
$ |
6,832 |
|
Unearned revenue |
|
|
2,577 |
|
|
|
1,630 |
|
Current portion of debt |
|
|
1,861 |
|
|
|
1,504 |
|
Accrued expenses and other current liabilities |
|
|
23,881 |
|
|
|
23,177 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
34,998 |
|
|
|
33,143 |
|
Debt, net of current portion |
|
|
219,669 |
|
|
|
191,596 |
|
Earnout liabilities |
|
|
9,321 |
|
|
|
|
|
Warrant liabilities |
|
|
8,468 |
|
|
|
14,773 |
|
Asset retirement obligations |
|
|
2,903 |
|
|
|
2,387 |
|
Other liabilities |
|
|
19,084 |
|
|
|
12,412 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
294,443 |
|
|
|
254,311 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 12) |
|
|
|
|
|
|
|
|
Redeemable shares (Note 15) |
|
|
10,579 |
|
|
|
|
|
Stockholders equity (deficit): |
|
|
|
|
|
|
|
|
Convertible preferred stock (Note 5) |
|
|
|
|
|
|
453,184 |
|
Old Starry common stock; $0.001 par value; 0 and 150,024,203 shares authorized and 0 and
37,178,873 issued and outstanding at June 30, 2022 and December 31, 2021, respectively |
|
|
|
|
|
|
4 |
|
Class A common stock; $0.0001 par value; 800,000,000 shares authorized; 153,393,876 and 0
issued and outstanding at June 30, 2022 and December 31, 2021, respectively |
|
|
16 |
|
|
|
|
|
Class X common stock; $0.0001 par value; 50,000,000 shares authorized; 9,268,335 and 0 issued
and outstanding at June 30, 2022 and December 31, 2021, respectively |
|
|
1 |
|
|
|
|
|
Additional paid-in capital |
|
|
597,427 |
|
|
|
17,106 |
|
Accumulated deficit |
|
|
(591,311 |
) |
|
|
(501,371 |
) |
|
|
|
|
|
|
|
|
|
Total stockholders equity (deficit) |
|
|
6,133 |
|
|
|
(31,077 |
) |
|
|
|
|
|
|
|
|
|
Total liabilities, redeemable shares and stockholders equity (deficit) |
|
$ |
311,155 |
|
|
$ |
223,234 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements
F-36
Starry Group Holdings, Inc.
Unaudited Condensed Consolidated Statements of Operations
(Dollar amounts in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
Revenues |
|
$ |
7,754 |
|
|
$ |
5,091 |
|
|
$ |
15,124 |
|
|
$ |
9,614 |
|
Cost of revenues |
|
|
(20,725 |
) |
|
|
(13,318 |
) |
|
|
(38,916 |
) |
|
|
(25,822 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross loss |
|
|
(12,971 |
) |
|
|
(8,227 |
) |
|
|
(23,792 |
) |
|
|
(16,208 |
) |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
(25,128 |
) |
|
|
(16,028 |
) |
|
|
(50,218 |
) |
|
|
(30,238 |
) |
Research and development |
|
|
(7,810 |
) |
|
|
(6,476 |
) |
|
|
(16,037 |
) |
|
|
(12,418 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
(32,938 |
) |
|
|
(22,504 |
) |
|
|
(66,255 |
) |
|
|
(42,656 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
|
(45,909 |
) |
|
|
(30,731 |
) |
|
|
(90,047 |
) |
|
|
(58,864 |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(8,038 |
) |
|
|
(4,926 |
) |
|
|
(15,568 |
) |
|
|
(12,581 |
) |
Other income (expense), net |
|
|
17,640 |
|
|
|
(2,897 |
) |
|
|
15,675 |
|
|
|
(8,155 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense) |
|
|
9,602 |
|
|
|
(7,823 |
) |
|
|
107 |
|
|
|
(20,736 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(36,307 |
) |
|
$ |
(38,554 |
) |
|
$ |
(89,940 |
) |
|
$ |
(79,600 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share of common stock, basic and diluted (Note 13) |
|
$ |
(0.22 |
) |
|
$ |
(1.06 |
) |
|
$ |
(0.88 |
) |
|
$ |
(2.19 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding, basic and diluted |
|
|
162,423,594 |
|
|
|
36,410,177 |
|
|
|
102,357,494 |
|
|
|
36,325,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements
F-37
Starry Group Holdings, Inc.
Unaudited Condensed Consolidated Statements of Stockholders Equity (Deficit) and Temporary Equity
(Dollar amounts in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2022 and 2021 |
|
|
|
Convertible Preferred Stock |
|
|
Class A Common Stock |
|
|
Class X Common Stock |
|
|
Additional
Paid-In |
|
|
Accumulated |
|
|
Stockholders |
|
|
Temporary Equity |
|
|
|
Shares |
|
|
Par Value |
|
|
Shares |
|
|
Par Value |
|
|
Shares |
|
|
Par Value |
|
|
Capital |
|
|
Deficit |
|
|
Equity (Deficit) |
|
|
Redeemable Shares |
|
Balance at March 31, 2022 |
|
|
|
|
|
$ |
|
|
|
|
152,926,661 |
|
|
$ |
16 |
|
|
|
9,268,335 |
|
|
$ |
1 |
|
|
$ |
596,146 |
|
|
$ |
(555,004 |
) |
|
$ |
41,159 |
|
|
$ |
10,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock upon exercise of stock options |
|
|
|
|
|
|
|
|
|
|
467,215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
289 |
|
|
|
|
|
|
$ |
289 |
|
|
|
|
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
992 |
|
|
|
|
|
|
$ |
992 |
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(36,307 |
) |
|
$ |
(36,307 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2022 |
|
|
|
|
|
$ |
|
|
|
|
153,393,876 |
|
|
$ |
16 |
|
|
|
9,268,335 |
|
|
$ |
1 |
|
|
$ |
597,427 |
|
|
$ |
(591,311 |
) |
|
$ |
6,133 |
|
|
$ |
10,579 |
|
Balance at March 31, 2021 |
|
|
91,628,997 |
|
|
$ |
453,184 |
|
|
|
36,327,947 |
|
|
$ |
4 |
|
|
|
|
|
|
$ |
|
|
|
$ |
21,711 |
|
|
$ |
(375,872 |
) |
|
$ |
99,027 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock upon exercise of stock options |
|
|
|
|
|
|
|
|
|
|
135,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
116 |
|
|
|
|
|
|
$ |
116 |
|
|
|
|
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
358 |
|
|
|
|
|
|
$ |
358 |
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38,554 |
) |
|
$ |
(38,554 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2021 |
|
|
91,628,997 |
|
|
$ |
453,184 |
|
|
|
36,463,120 |
|
|
$ |
4 |
|
|
|
|
|
|
$ |
|
|
|
$ |
22,185 |
|
|
$ |
(414,426 |
) |
|
$ |
60,947 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2022 and 2021 |
|
|
|
Convertible Preferred Stock |
|
|
Class A Common Stock |
|
|
Class X Common Stock |
|
|
Additional
Paid-In |
|
|
Accumulated |
|
|
Stockholders |
|
|
Temporary Equity |
|
|
|
Shares |
|
|
Par Value |
|
|
Shares |
|
|
Par Value |
|
|
Shares |
|
|
Par Value |
|
|
Capital |
|
|
Deficit |
|
|
Equity (Deficit) |
|
|
Redeemable Shares |
|
Balance at December 31, 2021 |
|
|
497,770,570 |
|
|
$ |
453,184 |
|
|
|
201,972,619 |
|
|
$ |
14 |
|
|
|
|
|
|
$ |
|
|
|
$ |
17,096 |
|
|
$ |
(501,371 |
) |
|
$ |
(31,077 |
) |
|
$ |
|
|
Retroactive application of Business Combination (see Note 1) |
|
|
(406,141,573 |
) |
|
|
|
|
|
|
(164,793,746 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted balance, beginning of period |
|
|
91,628,997 |
|
|
$ |
453,184 |
|
|
|
37,178,873 |
|
|
$ |
4 |
|
|
|
|
|
|
$ |
|
|
|
$ |
17,106 |
|
|
$ |
(501,371 |
) |
|
$ |
(31,077 |
) |
|
$ |
|
|
Conversion of legacy common stock to Class X common stock in connection with the Business
Combination |
|
|
|
|
|
|
|
|
|
|
(9,268,335 |
) |
|
|
(1 |
) |
|
|
9,268,335 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Issuance of Series Z convertible preferred stock in connection with the Business
Combination |
|
|
4,133,333 |
|
|
|
31,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
31,000 |
|
|
|
|
|
Conversion of convertible preferred stock into common stock in connection with the Business
Combination |
|
|
(95,762,330 |
) |
|
|
(484,184 |
) |
|
|
95,762,330 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
484,174 |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Issuance of common stock upon exercise of warrants in connection with the Business
Combination |
|
|
|
|
|
|
|
|
|
|
6,758,512 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
12,548 |
|
|
|
|
|
|
$ |
12,549 |
|
|
|
|
|
Business Combination transaction, net of transaction costs and assumed liabilities |
|
|
|
|
|
|
|
|
|
|
22,132,385 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
110,930 |
|
|
|
|
|
|
$ |
110,932 |
|
|
|
|
|
Sponsor Earnout Shares liability (see Note 9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(26,095 |
) |
|
|
|
|
|
$ |
(26,095 |
) |
|
|
|
|
Reclassification of redeemable shares from permanent equity to temporary equity (see Note
15) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,579 |
) |
|
|
|
|
|
$ |
(10,579 |
) |
|
|
10,579 |
|
Recognition of distribution to non-redeeming shareholders
(see Note 5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,888 |
|
|
|
|
|
|
$ |
3,888 |
|
|
|
|
|
Issuance of common stock upon exercise of stock options |
|
|
|
|
|
|
|
|
|
|
830,111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
756 |
|
|
|
|
|
|
$ |
756 |
|
|
|
|
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,699 |
|
|
|
|
|
|
$ |
4,699 |
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(89,940 |
) |
|
$ |
(89,940 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2022 |
|
|
|
|
|
$ |
|
|
|
|
153,393,876 |
|
|
$ |
16 |
|
|
|
9,268,335 |
|
|
$ |
1 |
|
|
$ |
597,427 |
|
|
$ |
(591,311 |
) |
|
$ |
6,133 |
|
|
$ |
10,579 |
|
Balance at December 31, 2020 |
|
|
395,904,883 |
|
|
$ |
287,750 |
|
|
|
196,415,008 |
|
|
$ |
9 |
|
|
|
|
|
|
$ |
|
|
|
$ |
21,384 |
|
|
$ |
(334,826 |
) |
|
$ |
(25,683 |
) |
|
$ |
|
|
Retroactive application of Business Combination (see Note 1) |
|
|
(323,027,196 |
) |
|
|
|
|
|
|
(160,259,173 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted balance, beginning of period |
|
|
72,877,686 |
|
|
$ |
287,750 |
|
|
|
36,155,835 |
|
|
$ |
4 |
|
|
|
|
|
|
$ |
|
|
|
$ |
21,389 |
|
|
$ |
(334,826 |
) |
|
$ |
(25,683 |
) |
|
$ |
|
|
Issuance of common stock upon exercise of stock options |
|
|
|
|
|
|
|
|
|
|
307,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
218 |
|
|
|
|
|
|
$ |
218 |
|
|
|
|
|
Issuance of Series E convertible preferred stock, net of issuance costs of $150 |
|
|
13,148,484 |
|
|
|
119,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
119,850 |
|
|
|
|
|
Conversion of convertible notes payable to Series E convertible preferred stock |
|
|
5,602,827 |
|
|
|
45,584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
45,584 |
|
|
|
|
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
578 |
|
|
|
|
|
|
$ |
578 |
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(79,600 |
) |
|
$ |
(79,600 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2021 |
|
|
91,628,997 |
|
|
$ |
453,184 |
|
|
|
36,463,120 |
|
|
$ |
4 |
|
|
|
|
|
|
$ |
|
|
|
$ |
22,185 |
|
|
$ |
(414,426 |
) |
|
$ |
60,947 |
|
|
$ |
|
|
The accompanying notes are an integral part of these consolidated financial statements
F-38
Starry Group Holdings, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
(Dollar amounts in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
2022 |
|
|
2021 |
|
Operating activities: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(89,940 |
) |
|
$ |
(79,600 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization expense |
|
|
19,645 |
|
|
|
12,973 |
|
Paid-in-kind
interest on term loans, convertible notes payable and strategic partner obligations |
|
|
12,070 |
|
|
|
8,369 |
|
Amortization of debt discount and deferred charges |
|
|
3,402 |
|
|
|
3,150 |
|
Conversion of debt discount |
|
|
|
|
|
|
971 |
|
Loss on extinguishment of debt |
|
|
|
|
|
|
2,361 |
|
Fair value adjustment of derivative liabilities |
|
|
(19,559 |
) |
|
|
5,796 |
|
Recognition of distribution to non-redeeming
shareholders |
|
|
3,888 |
|
|
|
|
|
Loss on disposal of property and equipment |
|
|
1,434 |
|
|
|
1,223 |
|
Share-based compensation |
|
|
4,699 |
|
|
|
578 |
|
Transaction costs allocated to warrants and earnout liability instruments |
|
|
314 |
|
|
|
|
|
Accretion of asset retirement obligations |
|
|
144 |
|
|
|
89 |
|
Provision for doubtful accounts |
|
|
24 |
|
|
|
2 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(84 |
) |
|
|
(106 |
) |
Prepaid expenses and other current assets |
|
|
(3,494 |
) |
|
|
(2,141 |
) |
Deferred cost |
|
|
|
|
|
|
(453 |
) |
Other assets |
|
|
(649 |
) |
|
|
(14 |
) |
Accounts payable |
|
|
(246 |
) |
|
|
(770 |
) |
Unearned revenue |
|
|
947 |
|
|
|
541 |
|
Accrued expenses and other current liabilities |
|
|
1,885 |
|
|
|
1,473 |
|
Other liabilities |
|
|
4 |
|
|
|
2,000 |
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(65,516 |
) |
|
|
(43,558 |
) |
Investing activities: |
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(37,584 |
) |
|
|
(29,985 |
) |
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(37,584 |
) |
|
|
(29,985 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
Proceeds from Business Combination, net of transaction costs |
|
|
160,539 |
|
|
|
|
|
Repayment of note assumed in the Business Combination |
|
|
(1,200 |
) |
|
|
|
|
Proceeds from the issuance of convertible notes payable and beneficial conversion feature on
convertible notes |
|
|
|
|
|
|
11,000 |
|
Proceeds from Strategic Partner Arrangement |
|
|
3,932 |
|
|
|
1,994 |
|
Proceeds from exercise of common stock options |
|
|
756 |
|
|
|
218 |
|
Proceeds from the issuance of Series E Preferred Stock, net of issuance costs |
|
|
|
|
|
|
119,850 |
|
Proceeds from the issuance of term loans, net of issuance costs |
|
|
10,000 |
|
|
|
|
|
Payments of third-party issuance costs in connection with Term Loans |
|
|
(47 |
) |
|
|
|
|
Repayments of capital lease obligations |
|
|
(582 |
) |
|
|
(373 |
) |
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
173,398 |
|
|
|
132,689 |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents and restricted cash: |
|
|
70,298 |
|
|
|
59,146 |
|
Cash and cash equivalents and restricted cash, beginning of period |
|
|
30,762 |
|
|
|
26,831 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents and restricted cash, end of period |
|
$ |
101,060 |
|
|
$ |
85,977 |
|
The accompanying notes are an integral part of these consolidated financial statements
F-39
Starry Group Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except share and per share data)
Note 1. Description of business
Starry
Group Holdings, Inc. (Starry Group and, together with its subsidiaries, Starry or the Company) was incorporated in Delaware on September 17, 2021 as a wholly owned subsidiary of Starry, Inc. (Old
Starry). Starry Group was formed for the purpose of effectuating the transactions contemplated by the Agreement and Plan of Merger, dated as of October 6, 2021 (as amended, the Merger Agreement), by and among FirstMark Horizon
Acquisition Corp. (FirstMark), Sirius Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of FirstMark (Merger Sub), Old Starry and Starry Group.
The Company is in the telecommunications industry and invests in the future of fixed wireless technology. The Company delivers high-quality
and affordable broadband access using innovative, proprietary wideband hybrid fiber wireless technology. Active phased arrays are used to amplify wireless signals and optimize service from multiple antennas deployed throughout a region. By using a
fixed wireless network, reliance on municipal infrastructure is reduced, extensive installation times are bypassed, and network deployment is increased in comparison to its fiber competitors. Services are provided to customers in the Boston, Los
Angeles, New York City, Denver, Washington, D.C. and Columbus metropolitan areas.
Business Combination
Merger Agreement Waiver
On March 28,
2022, the parties to the Merger Agreement entered into a Merger Agreement Waiver (the Merger Agreement Waiver), pursuant to which they agreed to waive certain closing conditions. Subsequent to waiving such closing conditions, the
business combination was effected in two steps:
(a) on March 28, 2022 (the SPAC Merger Effective Time), FirstMark merged
with and into Starry Group (the SPAC Merger), with Starry Group surviving the SPAC Merger as a publicly traded entity and sole owner of Merger Sub; and
(b) on March 29, 2022 (the Acquisition Merger Effective Date), Merger Sub merged with and into Old Starry (the
Acquisition Merger, and, together with the SPAC Merger and all other transactions contemplated by the Merger Agreement, the Business Combination), with Old Starry surviving the Acquisition Merger as a wholly owned subsidiary
of Starry Group.
Upon consummation of the Business Combination on March 29, 2022, the Company received gross proceeds of $36,282
(consisting of $37 of cash held by FirstMark and $36,245 from the trust account). In addition, 4,921,551 shares of FirstMark common stock held by public stockholders converted to Class A common stock on a 1-for-1 basis. The Company also issued common stock warrants in exchange of FirstMark public and private warrants (see Note 9).
The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. This determination is primarily based
on Old Starry stockholders comprising a relative majority of the voting power of Starry and board composition, Old Starry operations prior to the Business Combination comprising the only ongoing operations of Starry, and Old Starry senior management
comprising a majority of the senior management of Starry. Under this method of accounting, FirstMark was treated as the acquired company for financial reporting purposes. Accordingly, the financial statements of Starry represent a
continuation of the financial statements of Old Starry with the Business Combination being treated as the equivalent of Starry issuing stock for the net assets of FirstMark, accompanied by a recapitalization. The net assets of FirstMark are stated
at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are presented as those of Starry. Share information for all periods prior to the Business Combination has been retroactively
adjusted using the exchange ratio for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization.
PIPE Subscription Agreements
On
March 29, 2022, the PIPE investors purchased an aggregate of 14,533,334 shares of Class A common stock at $7.50 per share, resulting in aggregate proceeds of $109,000.
Series Z Subscription Agreements
On
March 29, 2022, the Series Z investors purchased an aggregate of 4,133,333 shares of Series Z Preferred Stock at $7.50 per share, resulting in aggregate proceeds of $31,000.
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