Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41336 | |
Entity Registrant Name | STARRY GROUP HOLDINGS, INC. | |
Entity Central Index Key | 0001884697 | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-4759355 | |
Entity Address, Address Line One | 38 Chauncy Street | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02111 | |
City Area Code | 617 | |
Local Phone Number | 861-8300 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Trading Symbol | STRY | |
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 157,327,443 | |
Class X Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,268,335 | |
Warrant | ||
Entity Information [Line Items] | ||
Trading Symbol | STRY WS | |
Title of 12(b) Security | Warrants to purchase 1.2415 shares of Class A common stock, each at an exercise price of $9.13 per 1.2415 shares of Class A common stock | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 166,693 | $ 29,384 |
Accounts receivable, net | 395 | 380 |
Deferred costs | 7,049 | |
Prepaid expenses and other current assets | 6,358 | 7,079 |
Total current assets | 173,446 | 43,892 |
Property and equipment, net | 136,756 | 129,019 |
Intangible assets | 48,463 | 48,463 |
Restricted cash and other assets | 2,141 | 1,860 |
Total assets | 360,806 | 223,234 |
Current liabilities: | ||
Accounts Payable | 7,401 | 6,832 |
Unearned revenue | 1,633 | 1,630 |
Current portion of debt | 1,498 | 1,504 |
Accrued expenses and other current liabilities | 30,099 | 23,177 |
Total current liabilities | 40,631 | 33,143 |
Debt, net of current portion | 211,306 | 191,596 |
Earnout liabilities | 20,881 | |
Warrant liabilities | 18,175 | 14,773 |
Asset retirement obligations | 2,621 | 2,387 |
Other liabilities | 15,454 | 12,412 |
Total liabilities | 309,068 | 254,311 |
Commitments and contingencies (Note 12) | ||
Redeemable shares (Note 15) | 10,579 | |
Stockholders’ equity (deficit): | ||
Additional paid-in capital | 596,146 | 17,106 |
Accumulated deficit | (555,004) | (501,371) |
Total stockholders' equity (deficit) | 41,159 | (31,077) |
Total liabilities, redeemable shares and stockholders' equity (deficit) | 360,806 | 223,234 |
Convertible Preferred Stock | ||
Stockholders’ equity (deficit): | ||
Convertible preferred stock (Note 5) | 453,184 | |
Old Starry Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock | $ 4 | |
Class A Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock | 16 | |
Class X Common Stock | ||
Stockholders’ equity (deficit): | ||
Common stock | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Old Starry Common Stock | ||
Common stock, Par value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 0 | 150,024,203 |
Common Stock, Shares, Issued | 0 | 37,178,873 |
Common Stock, Shares, Outstanding | 0 | 37,178,873 |
Class A Common Stock | ||
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 800,000,000 | 800,000,000 |
Common Stock, Shares, Issued | 152,926,661 | 0 |
Common Stock, Shares, Outstanding | 152,926,661 | 0 |
Class X Common Stock | ||
Common stock, Par value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 9,268,335 | 0 |
Common Stock, Shares, Outstanding | 9,268,335 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 7,370 | $ 4,523 |
Cost of revenues | (18,191) | (12,504) |
Gross loss | (10,821) | (7,981) |
Operating expenses: | ||
Selling, general and administrative | 25,090 | 14,210 |
Research and development | (8,227) | (5,942) |
Total operating expenses | (33,317) | (20,152) |
Loss from operations | (44,138) | (28,133) |
Other income (expense): | ||
Interest expense | 7,530 | 7,655 |
Other income (expense), net | (1,965) | (5,258) |
Total other expense | (9,495) | (12,913) |
Net loss | $ (53,633) | $ (41,046) |
Net loss per share of common stock, basic and diluted (Note 13) | $ (1.29) | $ (1.13) |
Weighted-average shares outstanding, basic and diluted | 41,633,152 | 36,239,733 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders (Deficit) Equity (Unaudited) - USD ($) $ in Thousands | Total | Previously reported | Additional Paid-in Capital | Additional Paid-in CapitalPreviously reported | Additional Paid-in CapitalRevision of Prior Period, Accounting Standards Update, Adjustment | Accumulated Deficit | Accumulated DeficitPreviously reported | Convertible Preferred Stock | Convertible Preferred StockPreviously reported | Convertible Preferred StockRevision of Prior Period, Accounting Standards Update, Adjustment | Convertible Preferred StockPreferred Stock | Convertible Preferred StockPreferred StockPreviously reported | Class A Common Stock | Class A Common StockPreviously reported | Class A Common StockRevision of Prior Period, Accounting Standards Update, Adjustment | Class A Common StockCommon Stock | Class A Common StockCommon StockPreviously reported | Class A Common StockCommon StockRevision of Prior Period, Accounting Standards Update, Adjustment | Class X Common Stock | Class X Common StockCommon Stock |
Balance at Dec. 31, 2020 | $ (25,683) | $ (25,683) | $ 21,389 | $ 21,384 | $ 5 | $ (334,826) | $ (334,826) | $ 287,750 | $ 287,750 | $ 4 | $ 9 | $ (5) | ||||||||
Balances (in shares) at Dec. 31, 2020 | 72,877,686 | 395,904,883 | (323,027,196) | 36,155,835 | 196,415,008 | (160,259,173) | ||||||||||||||
Issuance of convertible preferred stock in connection with the Business Combination, net of issuance costs | 119,850 | $ 119,850 | ||||||||||||||||||
Issuance of convertible preferred stock in connection with the Business Combination, net of issuance costs, (in shares) | 13,148,484 | |||||||||||||||||||
Issuance of common upon exercise stock options | 102 | 101 | $ 1 | |||||||||||||||||
Issuance of common upon exercise stock options (in shares) | 172,112 | |||||||||||||||||||
Conversion of convertible notes payable to Series E convertible preferred stock | 45,584 | $ 45,584 | ||||||||||||||||||
Conversion of convertible notes payable to Series E convertible preferred stock (in shares) | 5,602,827 | |||||||||||||||||||
Share-based compensation | 220 | 220 | ||||||||||||||||||
Net loss attributable to common stockholder | (41,046) | (41,046) | ||||||||||||||||||
Balance at Mar. 31, 2021 | 99,027 | 21,710 | (375,872) | 453,184 | 5 | |||||||||||||||
Balances (in shares) at Mar. 31, 2021 | 91,628,997 | 36,327,947 | ||||||||||||||||||
Balance at Dec. 31, 2021 | (31,077) | $ (31,077) | 17,106 | $ 17,096 | $ 10 | (501,371) | $ (501,371) | $ 453,184 | $ 453,184 | 4 | $ 14 | $ (10) | ||||||||
Balances (in shares) at Dec. 31, 2021 | 91,628,997 | 497,770,570 | (406,141,573) | 37,178,873 | 201,972,619 | (164,793,746) | ||||||||||||||
Conversion of legacy common stock to Class X common stock in connection with the Business Combination | $ (1) | $ 1 | ||||||||||||||||||
Conversion of legacy common stock to Class X common stock in connection with the Business Combination (in shares) | (9,268,335) | 9,268,335 | ||||||||||||||||||
Issuance of convertible preferred stock in connection with the Business Combination, net of issuance costs | 31,000 | $ 31,000 | ||||||||||||||||||
Issuance of convertible preferred stock in connection with the Business Combination, net of issuance costs, (in shares) | 4,133,333 | |||||||||||||||||||
Conversion of convertible preferred stock into common stock in connection with the Business Combination | 484,174 | $ (484,184) | $ 10 | |||||||||||||||||
Conversion of convertible preferred stock into common stock in connection with the Business Combination (in shares) | (95,762,330) | 95,762,330 | ||||||||||||||||||
Issuance of common stock upon exercise of warrants in connection with the Business Combination | 12,549 | 12,548 | $ 1 | |||||||||||||||||
Issuance of common stock upon exercise of warrants in connection with the Business Combination (in shares) | 6,758,512 | |||||||||||||||||||
Business combination transaction, net of transaction costs and assumed liabilities | 110,932 | 110,930 | $ 2 | |||||||||||||||||
Business combination transaction, net of transaction costs and assumed liabilities (in shares) | 22,132,385 | |||||||||||||||||||
Sponsor Earnout Shares liability | (26,095) | (26,095) | ||||||||||||||||||
Reclassification of redeemable shares from permanent equity to temporary equity | (10,579) | (10,579) | ||||||||||||||||||
Temporary equity reclassification of redeemable shares from permanent equity | 10,579 | |||||||||||||||||||
Recognition of distribution to non-redeeming shareholders | 3,888 | 3,888 | ||||||||||||||||||
Issuance of common upon exercise stock options | 467 | 467 | ||||||||||||||||||
Issuance of common upon exercise stock options (in shares) | 362,896 | |||||||||||||||||||
Share-based compensation | 3,707 | 3,707 | ||||||||||||||||||
Net loss attributable to common stockholder | (53,633) | (53,633) | ||||||||||||||||||
Balance at Mar. 31, 2022 | 41,159 | $ 596,146 | $ (555,004) | $ 16 | $ 1 | |||||||||||||||
Balances (in shares) at Mar. 31, 2022 | 152,926,661 | 9,268,335 | ||||||||||||||||||
Temporary Equity Balance at Mar. 31, 2022 | $ 10,579 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders (Deficit) Equity (Unaudited) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Series E Preferred Stock | |
Convertible preferred stock, issuance costs | $ 150 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities: | ||
Net loss | $ (53,633) | $ (41,046) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 9,332 | 6,095 |
Paid-in-kind interest on term loans, convertible notes payable and strategic partner obligations | 5,879 | 4,230 |
Amortization of debt discount and deferred charges | 1,626 | 2,417 |
Conversion of debt discount | 971 | |
Loss on extinguishment of debt | 2,361 | |
Fair value adjustment of derivative liabilities | (1,923) | 2,898 |
Recognition of distribution to non-redeeming shareholders | 3,888 | |
Loss on disposal of property and equipment | 722 | 478 |
Share-based compensation | 3,707 | 220 |
Transaction costs allocated to warrants and earnout liability instruments | 314 | |
Accretion of asset retirement obligations | 69 | 41 |
Provision for doubtful accounts | 13 | 23 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (29) | (78) |
Prepaid expenses and other current assets | 742 | (475) |
Deferred cost | (168) | (55) |
Other assets | (280) | (9) |
Accounts payable | 391 | 2,729 |
Unearned revenue | 3 | 461 |
Accrued expenses and other current liabilities | 6,953 | 1,472 |
Other liabilities | 4 | |
Net cash used in operating activities | (22,390) | (17,267) |
Investing activities: | ||
Purchases of property and equipment | (16,750) | (10,016) |
Net cash used in investing activities | (16,750) | (10,016) |
Financing activities: | ||
Proceeds from Business Combination, net of transaction costs | 163,775 | |
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 | 3,724 | 1,431 |
Proceeds from exercise of common stock options | 467 | 102 |
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, net | (270) | (193) |
Net cash provided by financing activities | 176,449 | 132,190 |
Net increase (decrease) in cash and cash equivalents and restricted cash: | 137,309 | 104,907 |
Cash and cash equivalents and restricted cash, beginning of period | 30,762 | 26,831 |
Cash and cash equivalents and restricted cash, end of period | $ 168,071 | $ 131,738 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | 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 Boston, Los Angeles, New York City, Denver, Washington, D.C. and Columbus. 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, t he 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 in the PIPE Investment. Series Z Subscription Agreements 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 . Recapitalization 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 $ 0.001 per share of Starry (“Starry Series Z Preferred Stock”) automatically converted into a number of shares of Old Starry common stock, par value $ 0.001 per share, on a 1 -for-1 basis; and (b) each then-outstanding and unexercised warrant of Starry (the “Starry Warrants” - see Note 9) were automatically exercised in exchange for shares of Old Starry common stock (collectively, the "Conversion"). 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, were canceled and automatically converted into (i) with respect to the Company's Chief Executive Officer and founder, 9,268,335 shares of Class X common stock, par value $ 0.0001 per share and (ii) with respect to any other persons who hold Old Starry common stock, the number of shares of Class A common stock, par value $ 0.0001 per share, equal to the exchange ratio of 0.1841 ; (b) each share of Series Z Preferred Stock automatically converted into Class A common stock on a one-to-one basis (c) each outstanding and unexercised option to acquire shares of Old Starry common stock (an “Old Starry Option”) was converted into an option to acquire shares of Class A common stock (a “Starry Option”), on the same terms and conditions as were applicable to such Old Starry Option, based on the 0.1841 exchange ratio; and (d) each outstanding award of restricted stock units of Old Starry (an “Old Starry RSU Award”) was converted into an award covering shares of Class A common stock (a “Starry RSU Award”), on the same terms and conditions as were applicable to such Old Starry RSU Award, based on the 0.1841 exchange ratio. The following summarizes the shares of Class A common stock and Class X common stock issued and outstanding immediately after the Business Combination as of March 29, 2022: Starry equity holders (1) 140,062,611 86 % FirstMark founder shares (2) (3) 2,677,500 2 % FirstMark public stockholders (3) 4,921,551 3 % PIPE Investors (3) 14,533,334 9 % Starry common stock immediately after Merger 162,194,996 100 % (1) Excludes 45,918,159 shares of Class A common stock underlying outstanding stock options and restricted stock units. (2) Excludes 4,128,113 Earnout Shares subject to forfeiture if certain performance-based vesting conditions are not met (see Note 9). (3) The FirstMark founder shares, FirstMark public stockholders and PIPE investors are presented combined in the Condensed Consolidated Statements of Stockholders’ Equity (Deficit) on the line item "Business Combination transaction, net of transaction costs and assumed liabilities". In connection with the Business Combination, the Company raised $ 176,282 of gross proceeds including $ 36,282 of cash received from FirstMark and $ 140,000 of cash received in connection with the PIPE financing and Series Z Preferred Stock financing. The Company incurred $ 17,532 of transaction costs (net of $ 967 transaction costs incurred and paid by FirstMark prior to the close of the Business Combination for a total of $ 18,499 combined company transaction costs), consisting of banking, legal, and other professional fees, of which $ 17,218 was netted out of proceeds and recorded in additional paid-in capital ("APIC") and the remaining $ 314 was allocated to warrants and earnout liability instruments. The Company also incurred $ 2,973 in one-time incentive payment transaction costs and legal expenses that were recorded in selling, general and administrative expense in the condensed consolidated statements of operations for the three months ended March 31, 2022. In aggregate the amount recorded in APIC was $ 110,930 as shown below: Cash - FirstMark trust and cash $ 36,282 Cash - PIPE investors (including Series Z) 140,000 Gross proceeds 176,282 Less: transaction costs paid during the period ( 12,507 ) Net proceeds from the Business Combination 163,775 Less: Series Z Preferred Stock (1) ( 31,000 ) Less: warrant liabilities issued ( 15,697 ) Less: repayment of note assumed in the Business Combination ( 1,200 ) Less: net transaction costs reclassed to equity, including accrued transaction costs at March 31, 2022 ( 4,711 ) Less: issuance of non-redemption shares ( 42 ) Less: non-cash net liabilities assumed from the Business Combination ( 195 ) Business Combination, net of transaction costs and assumed liabilities on the Statement of Changes in Stockholders' Equity $ 110,930 (1) The conversion of Series Z Preferred Stock is reflected separately from the Business Combination on the Statement of Changes in Stockholders' Equity. 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 entity’s 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 condensed 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, and if it is available, it may not be on terms favorable to the Company and could be dilutive to current stockholders. Debt financing, if available, may involve restrictive covenants and dilutive financing instruments. As of March 31, 2022, the Company was in compliance with the financial covenants required by the Starry Credit Agreement (see Note 4). However, the inherent uncertainties described above may impact the Company’s 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 Starry 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 Starry Credit Agreement will be successfully refinanced on terms that are acceptable to the Company. The Company’s 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 Company’s business, financial condition and results of operations. Because of this uncertainty, there is substantial doubt about the Company’s 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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2. Basis of presentation and summary of significant accounting policies Basis of presentation and principles of consolidation : The accompanying condensed consolidated financial statements are unaudited. These financial statements and notes should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021 and related notes, together with management's discussion and analysis of financial condition and results of operations, contained in the Company's Annual Report on Form 10-K ("Annual Report") filed with the Securities and Exchange Commission ("SEC") on March 31, 2022. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, except for as described below, the unaudited condensed consolidated financial statements and notes have been prepared on the same basis as the audited consolidated financial statements for the year ended December 31, 2021 contained in the Company's Annual Report on Form 10-K and include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company's financial position as of March 31, 2022, and for the three months ended March 31, 2022 and 2021. These interim periods are not necessarily indicative of the results to be expected for any other interim period or the full year. During the three months ended March 31, 2022, the Company reevaluated its major asset classes of property and equipment resulting in the reclassification of site acquisition costs to distribution system. The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Accounting Policies: Other than the policies outlined throughout the notes to the accompanying unaudited condensed consolidated financial statements, there have been no significant changes from the significant accounting policies and estimates disclosed in the Company's Annual Report filed with the SEC on March 31, 2022. 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 (the "Exchange Act")) 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 Company’s most significant estimates and judgments involve the valuation of share-based compensation, including the fair value of common stock, the valuation of warrants, earnout shares 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 management’s 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 pandemic’s 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 Company’s knowledge and control, and as a result, at this time the Company is unable to predict the cumulative 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. Warrants: The Company applies relevant accounting guidance for warrants to purchase the Company’s common 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 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. Earnout shares: For shares of the Company's common stock subject to forfeiture due to earnout arrangements, or Earnout Shares (see Note 9), 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 whether the Earnout Shares should be classified as liabilities or equity. Earnout Shares 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. 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 Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. An asset’s or liability’s 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 Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses, term loans, warrant liabilities and earnout liabilities. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of those instruments. Due to the variable rate nature of the Company’s term loans, the fair value of debt approximates the carrying value of debt. Liabilities measured at fair value on a recurring basis consisted of the following as of March 31, 2022 and December 31, 2021: March 31, 2022 Level 1 Level 2 Level 3 Balance Liabilities: Warrant Liabilities - Public Warrants $ 12,144 $ — $ — $ 12,144 Warrant Liabilities - Private Warrants — 6,031 — 6,031 Other Liabilities - Junior Debt Exchange — — 1,986 1,986 Earnout Liability - Sponsor Earnout Shares — — 20,881 20,881 Total Liabilities: $ 12,144 $ 6,031 $ 22,867 $ 41,042 December 31, 2021 Level 1 Level 2 Level 3 Balance Liabilities: Warrant Liabilities - Starry Warrants $ — $ — $ 14,773 $ 14,773 Total Liabilities: $ — $ — $ 14,773 $ 14,773 The warrant liability for the Public Warrants (see Note 9) as of March 31, 2022 is included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The Private Warrants (see Note 9) are included within Level 2 of the fair value hierarchy as the Company determined that the Private Warrants are economically equivalent to the Public Warrants and estimated the fair value of the Private Placement Warrants based on the quoted market price of the Public Warrants. For the valuation of the Junior Debt Exchange (see Note 15) recognized on March 31, 2022, the fair value was estimated using the Black-Scholes option pricing model for a European put option. The key inputs used in the determination of the fair value included current stock price, volatility and expected term. The initial recognition of the fair value of $ 1,986 was recorded in other liabilities on the condensed consolidated balance sheet and other income (expense), net on the condensed consolidated statement of operations as the incremental fair value received by the Optionholders (as defined in Note 15) was deemed to be a non-pro rata distribution. The Company measured the fair value of the Junior Debt Exchange on March 31, 2022 with the following assumptions: As of Common stock fair value $ 8.26 Exercise price 8.75 Term (in years) 1.8 Volatility 35.00 % Risk-free interest rate 2.16 % Expected dividends 0 % For the valuation of the earnout liability, the fair value was estimated using a Monte-Carlo Simulation in which the fair value was based on the simulated stock price of the Company over the term of the sponsor earnout period. The key inputs used in the determination of the fair value included current stock price, volatility, and expected term. The Company measured the fair value of the earnout liability upon the consummation of the Business Combination on March 29, 2022, and as of March 31, 2022. The initial fair value was recorded in APIC within the condensed consolidated statement of stockholders' equity (deficit) upon consummation of the Business Combination on March 29, 2022 and the subsequent fair value adjustment was recorded to other (expense) income, net on the condensed consolidated statement of operations for the three months ended March 31, 2022. As of March 31, 2022 and March 29, 2022 the fair value of the earnout liability was $ 20,881 and $ 26,095 , respectively. The $ 5,214 reduction in fair value of the earnout liability from March 29, 2022 to March 31, 2022 was recorded in other income (expense), net on the condensed consolidated statement of operations. The Company re-measured the earnout liability to its estimated fair value as of March 31, 2022 and March 29, 2022 using the Monte-Carlo Simulation with the following assumptions: As of As of Common stock fair value $ 8.26 $ 9.21 Term (in years) 5.0 5.0 Volatility 35.00 % 35.00 % Risk-free interest rate 2.42 % 2.49 % Expected dividends 0 % 0 % The Company previously presented the fair value measurement of the warrant liability for Starry Warrants (see Note 9) as of December 31, 2021 as a Level 3 measurement, relying on unobservable inputs reflecting the Company’s own assumptions. Level 3 measurements, which are not based on quoted prices in active markets, introduce a higher degree of subjectivity and may be more sensitive to fluctuations in stock price, volatility rates, and U.S. Treasury Bond rates. Immediately prior to the settlement of such Starry Warrants in connection with the consummation of the Business Combination, the Company re-measured the warrant liability for Starry Warrants as of March 29, 2022 (the settlement date) and recognized a gain from the fair value adjustment of $ 2,224 as a component of other income (expense), net on the condensed consolidated statement of operations for the three months ended March 31, 2022. As of March 29, 2022 and December 31, 2021 the fair value of the warrant liability for Starry Warrants was $ 12,549 and $ 14,773 , respectively. The Company re-measured the warrant liability to its estimated fair value as of March 29, 2022 and December 31, 2021 using the Black-Scholes option pricing model with the following assumptions: As of As of Exercise price $ 0.01 $ 0.01 Common stock fair value (pre-exchange) $ 1.77 $ 1.81 Term (in years) 9.5 9.8 Volatility 27.57 % 27.56 % Risk-free interest rate 2.41 % 1.52 % Expected dividends 0 % 0 % Upon settlement of such Starry Warrants and issuance of common stock in connection with the consummation of the Business Combination on March 29, 2022, the Company reclassified the warrant liability for Starry Warrants of $ 12,549 to APIC. There were no transfers between Level 1 and Level 2 in the periods reported. Except for the aforementioned settlement of Starry Warrants, there were no transfers into or out of Level 3 in the periods reported. 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 Company’s 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 Company’s consolidated financial statements. 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 Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s 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 2020-06 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 Company’s 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 SEC’s 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 annual periods 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 Company’s consolidated financial statements and the potential impact on the consolidated financial statements. |
Revenue recognition
Revenue recognition | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Revenue recognition | 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 Company’s 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 with commercial customers. 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 Company’s 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 Company’s 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 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 Company’s 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 March 31, 2022 and December 31, 2021, the Company recorded $ 476 and $ 252 , respectively, of such assets in other assets on the consolidated balance sheets and an insignificant amount was recognized as a reduction in revenue for the three months ended March 31, 2022 and no amount for the three months ended March 31, 2021. 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, 2021 $ 1,630 Change, net 3 March 31, 2022 $ 1,633 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 4. Debt At March 31, 2022 and December 31, 2021, the carrying value of debt was as follows: As of March 31, 2022 December 31, 2021 Gross term loans $ 218,480 $ 202,671 Strategic Partner Arrangement (see Note 12) 9,032 5,227 Capital lease obligations 2,509 2,221 230,021 210,119 Less unamortized debt discount on term loans ( 17,217 ) ( 17,019 ) Less current portion of debt ( 1,498 ) ( 1,504 ) Debt, net of current portion $ 211,306 $ 191,596 Starry Credit Agreement: In February 2019, the Company entered into a credit agreement with a 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 (as amended and restated from time to time, the "Starry Credit Agreement"). The Company drew the first tranche of $ 27,500 in February 2019 (the "Tranche A Loan") and the second tranche of $ 22,500 in June 2019 (the "Delayed Draw Tranche A Loan"). In December 2019, the Company amended and restated the Starry Credit Agreement with a syndicate of lenders, with the new lenders providing for an additional term loan tranche of $ 75,000 (the "Tranche B Loan"), which was immediately drawn by the Company. On October 6, 2021, the Company entered into the fifth amendment (the "Fifth Amendment") to the Starry Credit Agreement with lenders to provide for a total of $ 40,000 in term loans which the Company immediately drew upon in full (the “Tranche C Loan”) and up to an additional $ 10,000 in delayed draw loans which the Company fully drew upon in January 2022 (the “Delayed Draw Tranche C Loan”) (together, the “Tranche C Loans” and collectively with the Tranche A Loan, Delayed Draw Tranche A Loan and Tranche B Loan, 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 accrued on a quarterly basis. Such interest rates were 11.0 % as of March 31, 2022 and December 31, 2021. As allowed in the Starry Credit Agreement, the Company has elected to pay the interest accrued on an in-kind basis by increasing the principal balance outstanding. For the three months ended March 31, 2022 and 2021, the Company incurred $ 5,809 and $ 3,985 , 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. As of March 31, 2022, the premium for such prepayment is 5 % of the principal if prepaid prior to maturity. 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 Company’s assets. The Term Loans contain customary conditions related to borrowing, events of default and covenants, including certain non-financial covenants and covenants limiting the Company’s 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. 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. Based on the probability of prepayment prior to maturity, the repayment feature was ascribed a fair value of $ 11,464 and $ 10,412 , respectively, as of March 31, 2022 and December 31, 2021, and recorded in other liabilities on the consolidated balance sheets (the "Prepayment Penalty"). The change in fair value of the Prepayment Penalty is based on management’s assumption of the estimated probability that the accelerated repayment would be triggered prior to maturity. As of March 31, 2022, such probability was deemed to be 100 % before maturity of the debt. The change in fair value of $ 1,052 and $ 2,898 for the three months ended March 31, 2022 and 2021, respectively, was recorded in other income (expense) on the condensed consolidated statement of operations. The Company amortizes debt discounts over the term of the Starry 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 three months ended March 31, 2022 and 2021 is $ 1,626 and $ 667 , respectively, and is included within interest expense in the condensed consolidated statements of operations. The remaining unamortized debt discount at March 31, 2022 and December 31, 2021 is $ 17,217 and $ 17,019 , respectively, and is reflected net against debt, net of current portion on the condensed consolidated balance sheets. 2020 Convertible notes payable: During the year ended December 31, 2020, the Company issued convertible notes payable (the “2020 Notes”) in exchange for cash totaling $ 31,243 . Such notes incurred interest at 3.0 % per annum and had a maturity date of June 4, 2021 . One current shareholder who is a related party contributed $ 2,349 of the 2020 Notes balance. January 2021 Convertible notes payable: In January 2021, the Company issued convertible notes payable (the "2021 Notes") in exchange for cash totaling $ 11,000 . The 2021 Notes bore interest at 3.0 % per annum with a maturity date of October 29, 2021 . The 2021 Notes were only prepayable with the consent of the holder and are an unsecured obligation of the Company. The 2021 Notes included 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 was based on the next equity financing per share price with a 20 % discount, as long as it was not greater than $ 1.57 per share. The number of conversion shares to be issued was 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 was effectively made up of two separate components, a share-settled redemption feature when the conversion price is not greater than $ 1.57 per share, and a traditional conversion option when the conversion price is greater than $ 1.57 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 was 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 was to be based on the corporate transaction per share price with a 20 % discount, provided it was not greater than $ 1.57 . The number of conversion shares to be issued was to 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 was effectively made up of two separate components, a share-settled redemption feature when the conversion price is not greater than $ 1.57 per share, and a traditional conversion option when the conversion price is greater than $ 1.57 per share. (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 was 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 Starry Credit Agreement. The number of conversion shares to be issued was 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 had 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 was 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 $ 1.57 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 APIC 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 the 2021 Notes for the three months ended March 31, 2022 and March 31, 2021 was $ 0 and $ 1,750 , respectively, and is included within interest expense in the condensed consolidated statements of operations. For the three months ended March 31, 2022 and 2021, the Company incurred $ 0 and $ 246 , respectively, of paid-in-kind interest as a component of the carrying value of the 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 condensed consolidated statement of operations for the three months ended March 31, 2021. 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 three months ending March 31, 2021. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Note 5. Stockholders’ equity Convertible preferred stock (prior to the Business Combination) Prior to the Acquisition Merger, the Company had authorized the issuance of 505,746,770 shares of convertible preferred stock, of which 53,030,270 shares were designated as Series Seed Preferred Stock, 91,549,300 shares were designated as Series A Preferred Stock, 55,452,865 shares were designated as Series B Preferred Stock, 108,459,871 shares were designated as Series C Preferred Stock, 87,412,587 shares were designated as Series D Preferred Stock, 104,841,877 shares were designated as Series E Preferred Stock (collectively, the "Old Starry Preferred Stock") and 5,000,000 shares were designated as Series Z Preferred Stock (together with "Old Starry Preferred Stock", the "Convertible Preferred Stock"). 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 22,204,490 shares of Series E-1 Preferred Stock, at a price per share of $ 1.43 . The 2021 Notes had a carrying value of $ 13,832 and were converted into 8,232,627 shares of Series E-2 Preferred Stock, at a price per share of $ 1.34 . The Company issued 71,428,570 shares of Series E-3 Preferred Stock at a purchase price of $ 1.68 per share, in exchange for gross cash proceeds of $ 120,000 and incurred issuance costs of $ 150 . On March 29, 2022, the Company issued 4,133,333 shares of Series Z Preferred Stock at a purchase price of $ 7.50 per share, in exchange for gross cash proceeds of $ 31,000 in connection with the consummation of the Business Combination. Pursuant to the Merger Agreement, such shares of Series Z Preferred Stock converted into shares of Class A common stock on a 1-for-1 basis and all outstanding shares of Old Starry Preferred Stock converted into shares of Class A common stock at an exchange ratio of 0.1841 (the "Acquisition Merger Exchange Ratio"). In connection with the Business Combination, the Convertible Preferred Stock was retroactively adjusted. As of March 31, 2022, there is no Convertible Preferred Stock authorized, issued or outstanding. The following table summarizes details of Convertible Preferred Stock authorized, issued and outstanding immediately prior to the Business Combination. Convertible Preferred Stock Par Value Authorized (1) Issued and Outstanding (1) Carrying Value Series Seed $ 0.001 9,761,747 9,761,745 $ 6,990 Series A 0.001 16,852,283 16,852,283 25,946 Series B 0.001 10,207,696 10,207,696 29,910 Series C 0.001 19,965,160 19,965,160 99,989 Series D 0.001 16,090,802 16,090,802 124,915 Series E 0.001 19,299,164 18,751,311 165,434 Series Z 0.001 5,000,000 4,133,333 31,000 97,176,852 95,762,330 $ 484,184 (1) Shares of Old Starry Preferred Stock authorized, issued and outstanding have been adjusted to reflect the exchange of Old Starry common stock for Class A common stock at an exchange of 0.1841 as a result of the Business Combination (see Note 1). Preferred stock (subsequent to the Business Combination) The Company has authorized 10,000,000 shares of preferred stock (the "Preferred Stock"), par value $ 0.0001 , of which none are issued and outstanding at March 31, 2022. Shares of Preferred Stock may be issued from time to time by the board of directors in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation, to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions. Class A common stock The Company has authorized 800,000,000 shares of Class A common stock, par value $ 0.0001 , of which 152,926,661 are issued and outstanding at March 31, 2022. Holders of such shares are entitled to one vote for each share of Class A common stock. Such shares confer upon holders the right to receive the payment of dividends when, as and if declared by the Board of Directors, subject to applicable laws and the rights and preferences of any holders of any outstanding series of Preferred Stock. Class X common stock The Company has authorized 50,000,000 shares of Class X common stock, par value $ 0.0001 , of which 9,268,335 are issued and outstanding at March 31, 2022 and held solely by the Company's Chief Executive Officer and founder. The holder of such shares is entitled to twenty votes for each share of Class X common stock, until the Sunset Date (defined below), and one vote for each share of Class X common stock from and after the Sunset Date. Such shares confer upon the holder the right to receive the payment of dividends when, as and if declared by the Board of Directors, subject to applicable laws and the rights and preferences of any holders of any outstanding series of Preferred Stock. Each share of Class X common stock will: • Convert into one share of Class A common stock at the option of the holder. • Automatically convert into one share of Class A common stock upon a transfer of such share, other than to a Qualified Stockholder (as defined in the Amended and Restated Certificate of Incorporation of Starry Group, as filed as an exhibit to the Annual Report on March 31, 2022). • Automatically convert into one share of Class A common stock upon the earlier of (such date, the "Sunset Date"): (a) the date that is nine months following March 29, 2022 on which the holder (1) is no longer providing services as a member of the senior leadership team, officer or director and (2) has not provided any such services for the duration of such nine-month period; and (b) the first date after March 29, 2022 as of which the holder has transferred, in the aggregate, more than 75% of the shares of Class X common stock that were held by the holder immediately following the consummation of the Business Combination. Following such conversion, the reissuance of shares of Class X common stock will be prohibited. Non-redemption agreements Pursuant to the non-redemption agreements entered into with certain accredited investors (the "Non-Redeeming Shareholders") dated March 9, 2022, the Non-Redeeming Shareholders agreed to not redeem a certain number of shares of FirstMark Class A common stock. In connection with these agreements, the Company issued 422,108 shares of additional Class A common stock to the Non-Redeeming Shareholders subsequent to the close of the Business Combination (the "Non-Redemption Shares"). The Company evaluated the Non-Redeeming Shareholders' right to receive the additional shares of Class A common stock and concluded that the Non-Redemption Shares represented a non-pro rata distribution to the Non-Redeeming Shareholders. As a result, the Company recorded $ 3,888 in other income (expense), net on the condensed consolidated statement of operations and APIC on the condensed consolidated statement of stockholders' equity (deficit). |
Share-based Compensation Expens
Share-based Compensation Expense | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Compensation Expense | Note 6. Share-based compensation expense The Company currently maintains the Starry, Inc. Amended and Restated 2014 Stock Option and Grant Plan (the “Starry Stock Plan”). The Starry Stock Plan provides our employees (including the named executive officers), consultants, directors and other key persons and those of our any subsidiary the opportunity to participate in the equity appreciation of our business through the receipt of stock options to purchase shares of our common stock, restricted stock and restricted stock units. We believe that such awards encourage a sense of proprietorship and stimulate interest in our development and financial success. The Starry Stock Plan is no longer available for use for the grant of future awards, but will continue to govern the terms of awards that were previously granted and that remain outstanding. In connection with the Business Combination, the Board of Directors adopted the Starry Group Holdings, Inc. 2022 Equity Incentive Plan ("Equity Incentive Plan"), under which the Company may grant cash and equity incentive awards to directors, employees (including named executive officers) and consultants. The Equity Incentive Plan became effective on March 29, 2022 and replaced the Starry Stock Plan, allowing the Company to grant up to 22,775,288 shares of Class A common stock. The Board of Directors also adopted the Starry Group Holdings, Inc. 2022 Employee Stock Purchase Plan (the “ESPP”) in connection with the Business Combination, under which employees (including named executive officers) may purchase common stock through payroll deductions of up to 20 % of their eligible compensation. The ESPP became effective on March 29, 2022 with no activity for the three months ended March 31, 2022. The Company did no t grant any stock options during the three months ended March 31, 2022 and 2021. In May 2021 and September 2021, pursuant to the Starry Stock Plan, the Company granted 736,315 and 82,697 shares of restricted stock units (“RSUs”), respectively, to employees in exchange for employment services. No additional RSUs were granted during the three months ended March 31, 2022. 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 was $ 1.47 per share. Due to the consummation of the Business Combination on March 29, 2022, the Company has recognized $ 3,401 of share-based compensation expense for RSUs since the listing event occurred and the satisfaction of the liquidity event will be achieved solely based on the passage of time (i.e., the expiration of the lock up period). As of March 31, 2022, there was approximately $ 3,271 of unrecognized share-based compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 1.3 years. Share-based compensation expense related to stock options for the three months ended March 31, 2022 and 2021 was $ 306 and $ 220 , respectively, and is included within research and development expense and selling, general and administrative expense on the accompanying condensed consolidated statements of operations. As of March 31, 2022, there was approximately $ 2,895 of unrecognized compensation cost related to stock options which is expected to be recognized over a weighted-average period of 2.3 years. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 7. Property and equipment Property and equipment consisted of the following at March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Distribution system 157,707 $ 145,357 Asset retirement obligation 2,180 2,015 Construction in progress 31,319 28,493 Equipment 6,329 6,051 Vehicles 4,242 3,943 Furniture and fixtures 1,246 1,267 Software 2,405 1,452 Leasehold improvements 790 691 206,218 189,269 Less: accumulated depreciation ( 69,462 ) ( 60,250 ) Property and equipment, net $ 136,756 $ 129,019 Depreciation expense for the three months ended March 31, 2022 and 2021 totaled approximately $ 9,332 and $ 6,095 respectively, and is included within cost of revenues, selling, general and administrative, and research and development expense on the accompanying condensed consolidated statements of operations. For the three months ended March 31, 2022 and 2021, the Company reported $ 8,440 and $ 5,371 , respectively, of depreciation related to the deployed assets which comprise its distribution system. |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Note 8. Asset retirement obligations The following table summarizes changes in the Company’s asset retirement obligations for the three months ended March 31, 2022: Balance, January 1, 2022 $ 2,387 New asset retirement obligations 165 Accretion expense 69 Balance, March 31, 2022 $ 2,621 Accretion expense associated with asset retirement obligations for the three months ended March 31, 2022 and 2021 totaled approximately $ 69 and $ 41 , respectively, and is included within selling, general and administrative expense on the accompanying condensed consolidated statements of operations . |
Common Stock Warrants and Earno
Common Stock Warrants and Earnout Shares | 3 Months Ended |
Mar. 31, 2022 | |
Common Stock Warrants And Earnout Shares [Abstract] | |
Warrants and Earnout Shares | Note 9. Warrants and earnout shares Common stock warrants Pursuant to the FirstMark initial public offering ("IPO"), FirstMark sold 41,400,000 units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 5,400,000 units, at a purchase price of $ 10.00 per unit. Each unit consisted of one share of FirstMark Class A common stock and one-third of one FirstMark warrant (“Public Warrants”). Each Public Warrant entitles the holder to purchase one share of Common Stock at a price of $ 11.50 per share. Simultaneously with the closing of the FirstMark IPO on October 8, 2020, FirstMark consummated the sale of 6,853,333 private placement warrants (the “Private Warrants”) to the Sponsor at a price of $ 1.50 per Private Warrant to FirstMark Horizon Sponsor LLC (the "Sponsor"), generating gross proceeds of $ 10,300,000 . Together, the Public Warrants and Private Placement Warrants are referred to as the "Common Stock Warrants." Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants became exercisable 12 months from the closing of the Initial Public Offering. The Public and Private Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. As a result of the Business Combination, both the 13,800,000 Public Warrants and 6,853,333 Private Warrants are redeemable for shares of Class A common stock subject to the below. The Company will not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Common Stock Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Common Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. The Company has agreed to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if shares of the Class A common stock are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Public Warrants Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 18.00 ("Reference Value"). Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: • in whole and not in part; • at a price of $ 0.01 per warrant; • upon a minimum of 30 days ' prior written notice of redemption to each warrant holder; and • if, and only if, the last reported last sale price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. The last of the redemption criterion discussed above was established to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the shares of Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise price for a warrant) as well as the $ 11.50 (for whole shares) warrant exercise price after the redemption notice is issued. Redemption of warrants when the price per share of Class A common stock equals or exceeds $ 10.00 . Commencing ninety days after the warrants become exercisable, the Company may redeem the outstanding Public Warrants: • in whole and not in part; • at $ 0.10 per warrant upon a minimum of 30 days ’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table in the Registration Statement, based on the redemption date and the “fair market value” of shares of Class A common stock, except as otherwise described below; • if, and only if, the Reference Value equals or exceeds $ 10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-dilution Adjustments” in the Registration Statement); and • if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants — Anti-dilution Adjustments” in the Registration Statement), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for the issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. Private Warrants The Private Warrants are identical to the Public Warrants underlying the units sold in the IPO, except that the Private Warrants and the shares of Class A common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or saleable until 30 days after the completion of the Business Combination. Additionally, the Private Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Private Warrants and the Public Warrants and concluded that they do not meet the criteria to be classified within stockholders' equity. The Private Warrants and the Public Warrants both contain settlement provisions that preclude them from meeting the derivative exception of being indexed to the Company's stock. As such, the Company has recorded these warrants as liabilities on the condensed consolidated balance sheet at fair value (see Note 2), with subsequent changes in their respective fair values recognized in the condensed consolidated statements of operations at each reporting date. U pon consummation of the Business Combination on March 29, 2022 the combined fair value of both the Public Warrants and Private Warrants was $ 15,697 and was recorded in APIC (see Note 1). The remeasurement of such warrants as of March 31, 2022 resulted in an increase of $ 2,478 in fair value which the Company recorded in other income (expense), net on the condensed consolidated statement of operations. Starry Warrants In connection with entering into the Starry Credit Agreement in February 2019, the Company issued the lender warrants to purchase 15,025,563 shares of the Company’s non-voting common stock. In addition, in connection with the Company entering into the Starry Credit Agreement in December 2019, the Company issued the new participating lenders warrants to purchase 17,625,662 shares of the Company’s non-voting common stock. 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 (the “2019 Equity Warrants”). On October 6, 2021, certain lenders who held 3,525,132 of such warrants entered into a convertible note subscription agreement in connection with the Merger Agreement, which provided 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 as of December 31, 2021 (the “2019 Liability Warrants”, and together with the remaining 2019 Equity Warrants, the “2019 Warrants”). In conjunction with the Fifth Amendment, the Company entered into a warrant purchase agreement as of October 6, 2021. The Company issued to the lenders warrants to purchase 11,509,673 shares of the Company’s non-voting common stock valued at $ 6,733 (“Initial Tranche C Warrants”) and contingently issuable warrants to purchase 2,896,992 shares of Nonvoting Starry Common Stock valued at $ 1,695 (“Delayed Draw Tranche C Warrants”) (together, the “Tranche C Warrants”, and collectively with the 2019 Warrants, the “Starry Warrants”). The Company concluded the Tranche C Warrants were 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. On January 11, 2022, the Delayed Draw Tranche C Warrants were reclassified from deferred costs to a component of the discount recorded against the outstanding debt upon the draw down of the Delayed Draw Tranche C Loan. On March 29, 2022, such Starry Warrants were net exercised in connection with the Business Combination (see Note 1). Immediately prior to being net exercised, the liability-classified Starry Warrants were adjusted to fair value prior to reclassification to APIC (see Note 2). Earnout Shares Following the Business Combination, 4,128,113 shares of Class A common stock held by certain former equity holders of FirstMark are subject to vesting and forfeiture conditions (the "Earnout Shares"). Of the 4,128,113 Earnout Shares, 2,224,167 shares will vest at such time as a $ 12.50 stock price level is achieved, 951,973 shares will vest at such time as a $ 15.00 stock price level is achieved and 951,973 shares will vest at such time as a $ 17.50 stock price level is achieved, in each case, on or before the fifth anniversary of the consummation of the Business Combination. The ‘‘stock price level’’ will be considered achieved only (a) when the closing price of a share of Class A common stock on the NYSE is greater than or equal to the applicable price for any 20 trading days within a 30 trading day period or (b) the price per share of Class A common stock paid in certain change of control transactions following the consummation of the Business Combination is greater than or equal to the applicable price. Earnout Shares subject to vesting pursuant to the above terms that do not vest in accordance with such terms shall be forfeited and cancelled for no consideration. The Earnout Shares are not redeemable. The Earnout Shares will be considered outstanding for legal purposes prior to the achievement of the vesting conditions but will not be considered outstanding for accounting purposes until such vesting conditions are achieved. As the vesting event has not yet been achieved, these shares of Class A common stock are treated as contingently recallable and have been excluded from the denominator for the purposes of calculating basic and diluted net loss per share (see Note 13). The Company evaluated the Earnout Shares and concluded that they do not meet the criteria to be classified within stockholders' equity. The Earnout Shares contain settlement provisions that preclude them from meeting the derivative exception of being indexed to the Company's stock. As such, the Company has recorded these Earnout Shares as liabilities on the condensed consolidated balance sheet at fair value (see Note 2), with subsequent changes in their respective fair values recognized in the condensed consolidated statements of operations at each reporting date. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Liabilities Current [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 10. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following at March 31, 2022 and December 31, 2021: March 31, December 31, Accrued compensation and benefits $ 9,307 $ 4,773 Accrued sales and use tax 6,459 5,860 Accrued purchases of property and equipment 3,004 3,339 Accrued transaction costs 4,050 3,693 Other 7,279 5,512 Total $ 30,099 $ 23,177 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income taxes During the three months ended March 31, 2022 and 2021, the Company recorded no income tax provision for federal or state income taxes. The Company maintained a full valuation allowance on its net deferred tax assets for the three months ended March 31, 2022 and 2021, due to uncertainty regarding future taxable income. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and contingencies 2020 Strategic Partner Arrangement: In June 2020, we entered into a 10-year arrangement with AEPV (the "Strategic Partner Arrangement") to jointly deploy a fixed wireless broadband network in a new market. AEPV has agreed to fund the equipment necessary to deliver the service in exchange for a revenue sharing arrangement whereby they will be entitled to a percentage of revenue earned by us in the new market. Pursuant to the arrangement, we will sell in exchange for cash consideration the equipment to AEPV 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, we accounted for the sale-leaseback as a financing transaction with AEPV, 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 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. AEPV has the right to terminate the arrangement for any reason no earlier than June 2023. In the event of an early termination, we are required to repurchase the equipment at a repurchase price equal to the net book value of the equipment as reflected on the third party’s balance sheet at the time of termination. We have 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 March 31, 2022, the financing obligation was $ 9,032 , of which $ 412 and $ 8,620 was included in the current and non-current portion of debt, respectively, on the condensed consolidated balance sheet. As of March 31, 2022, $ 494 of reimbursable expenses is owed by the third party and is included in prepaid expenses and other current assets on the condensed 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. Total rent expense for the three months ended March 31, 2022 and 2021 was $ 3,677 and $ 3,305 , respectively. Purchase Commitments: The Company entered into non-cancelable purchase commitments with various contract manufacturers during the three months ended March 31, 2022 to purchase items to be installed in the Company’s distribution system. As of March 31, 2022, these purchase commitments totaled $ 41,365 . Advance deposit payments: The Company’s 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 March 31, 2022 and December 31, 2021, such deposit payment totaled $ 2,000 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 Company’s financial position, results of operations or cash flows. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 13. Net loss per share The Company has two classes of common stock authorized: Class A common stock and Class X common stock. The rights of the holders of Class A and Class X common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class X common stock is entitled to twenty votes per share. Each share of Class X common stock is convertible into one share of Class A common stock at the option of the holder at any time or automatically upon certain events described in the Company’s amended and restated certificate of incorporation. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one‑to‑one basis when computing net loss per share. As a result, basic and diluted net income per share of Class A common stock and per share of Class X common stock are equivalent. The following table sets forth the computation of the basic and diluted net loss per share: Three Months Ended March 31, 2022 2021 Numerator: Net loss $ ( 53,633 ) $ ( 41,046 ) Denominator: Weighted average shares outstanding, basic and diluted 41,633,152 36,239,733 Basic and diluted earnings per share: Class A common stock $ ( 1.29 ) $ ( 1.13 ) Class X common stock $ ( 1.29 ) $ ( 1.13 ) The Company’s potential dilutive securities, which include stock options, RSUs, convertible preferred stock, Earnout Shares 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. The weighted-average common shares and thus the net loss per share calculations and potentially dilutive security amounts for all periods prior to the Business Combination have been retrospectively adjusted to the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. Historically reported weighted average shares outstanding have been multiplied by the exchange ratio of approximately 0.1841 (see Note 1). |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Note 14. Supplemental cash flow information The following tables provides a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets as March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Cash and cash equivalents $ 166,693 $ 130,501 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 $ 168,071 $ 131,738 The following table provides supplemental cash flow information for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Cash paid for interest $ 38 $ 35 Cash paid for taxes $ — $ — The following table provides supplemental disclosures of noncash investing and financing activities for the three months ended March 31, 2022 and 2021: Three Months Ended 2022 2021 Purchases of property and equipment included within accounts payable $ 11,308 $ 12,764 Unpaid deferred transaction costs included within accounts payable $ 4,050 $ 55 Property and equipment acquired through capital lease obligations $ 558 $ 386 Asset retirement obligations associated with deployed equipment $ 165 $ 208 Conversion of convertible notes to Series E Preferred Stock $ — $ 42,784 |
Redeemable Shares
Redeemable Shares | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Redeemable shares | Note 15. 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 (the "New Financing"). For the avoidance of doubt, nothing in the agreement requires the Company to enter into any Refinancing. The agreement also grants and conveys to each Optionholder the following exchange rights: New Debt Exchange In connection with a Refinancing, the Optionholders have the option, in their sole discretion, to exchange all or a portion of their 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 New Debt (the "New Debt Exchange"). In the event that (i) an Optionholder has exercised the New Debt Exchange but the other financing sources or the administrative agent for the New Financing choose not to permit such Optionholder from participating in the New Financing for any reason, (ii) an Optionholder has elected not to exercise the New Debt Exchange or has exercised the New Debt Exchange for only a portion of its Shares for New Debt or (iii) the terms and conditions of such New Financing are not reasonable satisfactory to such Optionholder, then such Optionholder may require the Company to purchase from such Optionholder all or any portion of its Shares that are not exchange for New Debt 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). Such repurchase shall be effected substantially concurrently with or prior to consummation of the Refinancing. In the event any Optionholder does not elect to either (i) exchange any portion of its Shares for New Debt or (ii) require that the Company purchase from such Optionholder any portion of its Shares, in each case in connection with a Refinancing, then the agreement shall terminate and be of no further force and effect as of the consummation of such Refinancing. Junior Debt Exchange 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 Optionholder's 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. Accounting Conclusion The Company assessed the embedded conversion features within such Shares and determined that the Junior Debt Exchange, which provides the Optionholders with the right to force a cash redemption prior to any Refinancing event, met the definition of a derivative under ASC 815 and would require separate accounting from the Shares. The Company estimated the fair value of the Junior Debt Exchange based on a Black-Scholes option pricing model (see Note 2) and recorded $ 1,986 in other liabilities on the condensed consolidated balance sheet with the offset recorded in other income (expense), net on the condensed consolidated statement of operations. With respect to the Junior Debt Exchange, the embedded conversion right where the Optionholders could force a cash redemption of such Shares, such Shares were required to be reclassified from permanent equity to temporary equity at the redemption value of $ 8.75 per Share as of March 31, 2022. As a result, the redemption value of $ 10,579 was recorded in APIC on the condensed consolidated statement of stockholders' equity (deficit). Subsequent measurements, if applicable, will be recorded through APIC. With respect to the New Debt Exchange, the Company concluded it did not meet the definition of a derivative and would not require separate accounting from the Shares because the Refinancing event that would trigger a cash redemption is within the Company's control. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16. Subsequent events The Company evaluated all events or transactions that occurred after March 31, 2022 through May 16, 2022, the date the condensed consolidated financial statements were available to be issued. On April 25, 2022, Starry Group issued a notice (the “Warrant Adjustment Notice”) to holders of the Public Warrants, notifying holders of the following adjustments (the “Warrant Adjustments”), effective after the close of trading on April 22, 2022: • the adjustment to the warrant price of the Public Warrants from $ 11.50 per 1.2415 shares to $ 9.13 per 1.2415 shares of Class A common stock (representing 115 % of the Market Value (as described below)); • the adjustment of the $ 18.00 per share redemption trigger price described in Sections 6.1 and 6.2 of the Warrant Agreement (as described below) to $ 14.29 per share of Class A common stock (representing 180 % of the Market Value); and • the adjustment of the $ 10.00 per share redemption trigger price described in Section 6.2 of the Warrant Agreement to $ 7.94 per share of Class A common stock (representing the Market Value). The Warrant Adjustments were required pursuant to Section 4.4 of the Warrant Agreement, dated as of October 8, 2020, by and between FirstMark, and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), as warrant agent, as amended by that certain Warrant Assignment, Assumption and Amendment Agreement, dated as of March 28, 2022, by and among Starry Group, FirstMark and the Warrant Agent (as amended, the “Warrant Agreement”) as a result of (i) Starry Group issuing shares of its Class A common stock and securities exchangeable for shares of Class A common stock at an issue price of $ 7.50 per share (the “Newly Issued Price”) for capital raising purposes in connection with the closing the Business Combination, (ii) the aggregate gross proceeds from such issuances representing more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the completion of the Business Combination (net of redemptions) and (iii) the volume-weighted average trading price of the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Business Combination was consummated (such price, the “Market Value”) being below $ 9.20 per share. The Market Value was determined to be $ 7.94 per share. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of presentation and principles of consolidation : The accompanying condensed consolidated financial statements are unaudited. These financial statements and notes should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2021 and related notes, together with management's discussion and analysis of financial condition and results of operations, contained in the Company's Annual Report on Form 10-K ("Annual Report") filed with the Securities and Exchange Commission ("SEC") on March 31, 2022. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, except for as described below, the unaudited condensed consolidated financial statements and notes have been prepared on the same basis as the audited consolidated financial statements for the year ended December 31, 2021 contained in the Company's Annual Report on Form 10-K and include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company's financial position as of March 31, 2022, and for the three months ended March 31, 2022 and 2021. These interim periods are not necessarily indicative of the results to be expected for any other interim period or the full year. During the three months ended March 31, 2022, the Company reevaluated its major asset classes of property and equipment resulting in the reclassification of site acquisition costs to distribution system. The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Accounting Policies | Accounting Policies: Other than the policies outlined throughout the notes to the accompanying unaudited condensed consolidated financial statements, there have been no significant changes from the significant accounting policies and estimates disclosed in the Company's Annual Report filed with the SEC on March 31, 2022. |
Emerging Growth Company | 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 (the "Exchange Act")) 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 | 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 Company’s most significant estimates and judgments involve the valuation of share-based compensation, including the fair value of common stock, the valuation of warrants, earnout shares 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 management’s 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 | 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 pandemic’s 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 Company’s knowledge and control, and as a result, at this time the Company is unable to predict the cumulative 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. |
Warrants | Warrants: The Company applies relevant accounting guidance for warrants to purchase the Company’s common 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 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. |
Earnout shares | Earnout shares: For shares of the Company's common stock subject to forfeiture due to earnout arrangements, or Earnout Shares (see Note 9), 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 whether the Earnout Shares should be classified as liabilities or equity. Earnout Shares 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. |
Fair Value Measurements | 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 Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. An asset’s or liability’s 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 Company’s financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses, term loans, warrant liabilities and earnout liabilities. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of those instruments. Due to the variable rate nature of the Company’s term loans, the fair value of debt approximates the carrying value of debt. Liabilities measured at fair value on a recurring basis consisted of the following as of March 31, 2022 and December 31, 2021: March 31, 2022 Level 1 Level 2 Level 3 Balance Liabilities: Warrant Liabilities - Public Warrants $ 12,144 $ — $ — $ 12,144 Warrant Liabilities - Private Warrants — 6,031 — 6,031 Other Liabilities - Junior Debt Exchange — — 1,986 1,986 Earnout Liability - Sponsor Earnout Shares — — 20,881 20,881 Total Liabilities: $ 12,144 $ 6,031 $ 22,867 $ 41,042 December 31, 2021 Level 1 Level 2 Level 3 Balance Liabilities: Warrant Liabilities - Starry Warrants $ — $ — $ 14,773 $ 14,773 Total Liabilities: $ — $ — $ 14,773 $ 14,773 The warrant liability for the Public Warrants (see Note 9) as of March 31, 2022 is included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The Private Warrants (see Note 9) are included within Level 2 of the fair value hierarchy as the Company determined that the Private Warrants are economically equivalent to the Public Warrants and estimated the fair value of the Private Placement Warrants based on the quoted market price of the Public Warrants. For the valuation of the Junior Debt Exchange (see Note 15) recognized on March 31, 2022, the fair value was estimated using the Black-Scholes option pricing model for a European put option. The key inputs used in the determination of the fair value included current stock price, volatility and expected term. The initial recognition of the fair value of $ 1,986 was recorded in other liabilities on the condensed consolidated balance sheet and other income (expense), net on the condensed consolidated statement of operations as the incremental fair value received by the Optionholders (as defined in Note 15) was deemed to be a non-pro rata distribution. The Company measured the fair value of the Junior Debt Exchange on March 31, 2022 with the following assumptions: As of Common stock fair value $ 8.26 Exercise price 8.75 Term (in years) 1.8 Volatility 35.00 % Risk-free interest rate 2.16 % Expected dividends 0 % For the valuation of the earnout liability, the fair value was estimated using a Monte-Carlo Simulation in which the fair value was based on the simulated stock price of the Company over the term of the sponsor earnout period. The key inputs used in the determination of the fair value included current stock price, volatility, and expected term. The Company measured the fair value of the earnout liability upon the consummation of the Business Combination on March 29, 2022, and as of March 31, 2022. The initial fair value was recorded in APIC within the condensed consolidated statement of stockholders' equity (deficit) upon consummation of the Business Combination on March 29, 2022 and the subsequent fair value adjustment was recorded to other (expense) income, net on the condensed consolidated statement of operations for the three months ended March 31, 2022. As of March 31, 2022 and March 29, 2022 the fair value of the earnout liability was $ 20,881 and $ 26,095 , respectively. The $ 5,214 reduction in fair value of the earnout liability from March 29, 2022 to March 31, 2022 was recorded in other income (expense), net on the condensed consolidated statement of operations. The Company re-measured the earnout liability to its estimated fair value as of March 31, 2022 and March 29, 2022 using the Monte-Carlo Simulation with the following assumptions: As of As of Common stock fair value $ 8.26 $ 9.21 Term (in years) 5.0 5.0 Volatility 35.00 % 35.00 % Risk-free interest rate 2.42 % 2.49 % Expected dividends 0 % 0 % The Company previously presented the fair value measurement of the warrant liability for Starry Warrants (see Note 9) as of December 31, 2021 as a Level 3 measurement, relying on unobservable inputs reflecting the Company’s own assumptions. Level 3 measurements, which are not based on quoted prices in active markets, introduce a higher degree of subjectivity and may be more sensitive to fluctuations in stock price, volatility rates, and U.S. Treasury Bond rates. Immediately prior to the settlement of such Starry Warrants in connection with the consummation of the Business Combination, the Company re-measured the warrant liability for Starry Warrants as of March 29, 2022 (the settlement date) and recognized a gain from the fair value adjustment of $ 2,224 as a component of other income (expense), net on the condensed consolidated statement of operations for the three months ended March 31, 2022. As of March 29, 2022 and December 31, 2021 the fair value of the warrant liability for Starry Warrants was $ 12,549 and $ 14,773 , respectively. The Company re-measured the warrant liability to its estimated fair value as of March 29, 2022 and December 31, 2021 using the Black-Scholes option pricing model with the following assumptions: As of As of Exercise price $ 0.01 $ 0.01 Common stock fair value (pre-exchange) $ 1.77 $ 1.81 Term (in years) 9.5 9.8 Volatility 27.57 % 27.56 % Risk-free interest rate 2.41 % 1.52 % Expected dividends 0 % 0 % Upon settlement of such Starry Warrants and issuance of common stock in connection with the consummation of the Business Combination on March 29, 2022, the Company reclassified the warrant liability for Starry Warrants of $ 12,549 to APIC. There were no transfers between Level 1 and Level 2 in the periods reported. Except for the aforementioned settlement of Starry Warrants, there were no transfers into or out of Level 3 in the periods reported. |
Recent Accounting Pronouncements Issued, Not Yet Adopted | 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 Company’s 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 Company’s consolidated financial statements. 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 Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s 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 2020-06 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 Company’s 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 SEC’s 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 annual periods 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 Company’s consolidated financial statements and the potential impact on the consolidated financial statements. |
Description of Business (Tables
Description of Business (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule Of Common Stock Issued and Outstanding Immediately After Business Combination | The following summarizes the shares of Class A common stock and Class X common stock issued and outstanding immediately after the Business Combination as of March 29, 2022: Starry equity holders (1) 140,062,611 86 % FirstMark founder shares (2) (3) 2,677,500 2 % FirstMark public stockholders (3) 4,921,551 3 % PIPE Investors (3) 14,533,334 9 % Starry common stock immediately after Merger 162,194,996 100 % (1) Excludes 45,918,159 shares of Class A common stock underlying outstanding stock options and restricted stock units. (2) Excludes 4,128,113 Earnout Shares subject to forfeiture if certain performance-based vesting conditions are not met (see Note 9). (3) The FirstMark founder shares, FirstMark public stockholders and PIPE investors are presented combined in the Condensed Consolidated Statements of Stockholders’ Equity (Deficit) on the line item "Business Combination transaction, net of transaction costs and assumed liabilities". |
Schedule Of Business Combination, Net of Transaction Costs and Assumed Liabilities | In aggregate the amount recorded in APIC was $ 110,930 as shown below: Cash - FirstMark trust and cash $ 36,282 Cash - PIPE investors (including Series Z) 140,000 Gross proceeds 176,282 Less: transaction costs paid during the period ( 12,507 ) Net proceeds from the Business Combination 163,775 Less: Series Z Preferred Stock (1) ( 31,000 ) Less: warrant liabilities issued ( 15,697 ) Less: repayment of note assumed in the Business Combination ( 1,200 ) Less: net transaction costs reclassed to equity, including accrued transaction costs at March 31, 2022 ( 4,711 ) Less: issuance of non-redemption shares ( 42 ) Less: non-cash net liabilities assumed from the Business Combination ( 195 ) Business Combination, net of transaction costs and assumed liabilities on the Statement of Changes in Stockholders' Equity $ 110,930 (1) The conversion of Series Z Preferred Stock is reflected separately from the Business Combination on the Statement of Changes in Stockholders' Equity. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Liabilities Measured at Fair Value on Recurring Basis | Liabilities measured at fair value on a recurring basis consisted of the following as of March 31, 2022 and December 31, 2021: March 31, 2022 Level 1 Level 2 Level 3 Balance Liabilities: Warrant Liabilities - Public Warrants $ 12,144 $ — $ — $ 12,144 Warrant Liabilities - Private Warrants — 6,031 — 6,031 Other Liabilities - Junior Debt Exchange — — 1,986 1,986 Earnout Liability - Sponsor Earnout Shares — — 20,881 20,881 Total Liabilities: $ 12,144 $ 6,031 $ 22,867 $ 41,042 December 31, 2021 Level 1 Level 2 Level 3 Balance Liabilities: Warrant Liabilities - Starry Warrants $ — $ — $ 14,773 $ 14,773 Total Liabilities: $ — $ — $ 14,773 $ 14,773 |
Schedule of Remeasured Liability to Its Estimated Fair Value | The Company measured the fair value of the Junior Debt Exchange on March 31, 2022 with the following assumptions: As of Common stock fair value $ 8.26 Exercise price 8.75 Term (in years) 1.8 Volatility 35.00 % Risk-free interest rate 2.16 % Expected dividends 0 % The Company re-measured the earnout liability to its estimated fair value as of March 31, 2022 and March 29, 2022 using the Monte-Carlo Simulation with the following assumptions: As of As of Common stock fair value $ 8.26 $ 9.21 Term (in years) 5.0 5.0 Volatility 35.00 % 35.00 % Risk-free interest rate 2.42 % 2.49 % Expected dividends 0 % 0 % The Company re-measured the warrant liability to its estimated fair value as of March 29, 2022 and December 31, 2021 using the Black-Scholes option pricing model with the following assumptions: As of As of Exercise price $ 0.01 $ 0.01 Common stock fair value (pre-exchange) $ 1.77 $ 1.81 Term (in years) 9.5 9.8 Volatility 27.57 % 27.56 % Risk-free interest rate 2.41 % 1.52 % Expected dividends 0 % 0 % |
Revenue recognition (Tables)
Revenue recognition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Unearned Revenue | 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, 2021 $ 1,630 Change, net 3 March 31, 2022 $ 1,633 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Value of Debt | At March 31, 2022 and December 31, 2021, the carrying value of debt was as follows: As of March 31, 2022 December 31, 2021 Gross term loans $ 218,480 $ 202,671 Strategic Partner Arrangement (see Note 12) 9,032 5,227 Capital lease obligations 2,509 2,221 230,021 210,119 Less unamortized debt discount on term loans ( 17,217 ) ( 17,019 ) Less current portion of debt ( 1,498 ) ( 1,504 ) Debt, net of current portion $ 211,306 $ 191,596 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Summary of Convertible Preferred Stock | The following table summarizes details of Convertible Preferred Stock authorized, issued and outstanding immediately prior to the Business Combination. Convertible Preferred Stock Par Value Authorized (1) Issued and Outstanding (1) Carrying Value Series Seed $ 0.001 9,761,747 9,761,745 $ 6,990 Series A 0.001 16,852,283 16,852,283 25,946 Series B 0.001 10,207,696 10,207,696 29,910 Series C 0.001 19,965,160 19,965,160 99,989 Series D 0.001 16,090,802 16,090,802 124,915 Series E 0.001 19,299,164 18,751,311 165,434 Series Z 0.001 5,000,000 4,133,333 31,000 97,176,852 95,762,330 $ 484,184 (1) Shares of Old Starry Preferred Stock authorized, issued and outstanding have been adjusted to reflect the exchange of Old Starry common stock for Class A common stock at an exchange of 0.1841 as a result of the Business Combination (see Note 1). |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Table Text Block Supplement [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following at March 31, 2022 and December 31, 2021: March 31, 2022 December 31, 2021 Distribution system 157,707 $ 145,357 Asset retirement obligation 2,180 2,015 Construction in progress 31,319 28,493 Equipment 6,329 6,051 Vehicles 4,242 3,943 Furniture and fixtures 1,246 1,267 Software 2,405 1,452 Leasehold improvements 790 691 206,218 189,269 Less: accumulated depreciation ( 69,462 ) ( 60,250 ) Property and equipment, net $ 136,756 $ 129,019 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Summary of Changes in Asset Retirement Obligations | The following table summarizes changes in the Company’s asset retirement obligations for the three months ended March 31, 2022: Balance, January 1, 2022 $ 2,387 New asset retirement obligations 165 Accretion expense 69 Balance, March 31, 2022 $ 2,621 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Liabilities Current [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following at March 31, 2022 and December 31, 2021: March 31, December 31, Accrued compensation and benefits $ 9,307 $ 4,773 Accrued sales and use tax 6,459 5,860 Accrued purchases of property and equipment 3,004 3,339 Accrued transaction costs 4,050 3,693 Other 7,279 5,512 Total $ 30,099 $ 23,177 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the basic and diluted net loss per share: Three Months Ended March 31, 2022 2021 Numerator: Net loss $ ( 53,633 ) $ ( 41,046 ) Denominator: Weighted average shares outstanding, basic and diluted 41,633,152 36,239,733 Basic and diluted earnings per share: Class A common stock $ ( 1.29 ) $ ( 1.13 ) Class X common stock $ ( 1.29 ) $ ( 1.13 ) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | The following tables provides a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets as March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Cash and cash equivalents $ 166,693 $ 130,501 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 $ 168,071 $ 131,738 |
Schedule of Supplemental Cash Flow Information | The following table provides supplemental cash flow information for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 Cash paid for interest $ 38 $ 35 Cash paid for taxes $ — $ — |
Schedule of Noncash Investing and Financing Activities | The following table provides supplemental disclosures of noncash investing and financing activities for the three months ended March 31, 2022 and 2021: Three Months Ended 2022 2021 Purchases of property and equipment included within accounts payable $ 11,308 $ 12,764 Unpaid deferred transaction costs included within accounts payable $ 4,050 $ 55 Property and equipment acquired through capital lease obligations $ 558 $ 386 Asset retirement obligations associated with deployed equipment $ 165 $ 208 Conversion of convertible notes to Series E Preferred Stock $ — $ 42,784 |
Description of Business - Addit
Description of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | Mar. 29, 2022USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021$ / sharesshares |
Business Acquisition [Line Items] | |||
Merger agreement date | Oct. 6, 2021 | ||
Gross proceeds upon consummation of business combination | $ 163,775 | ||
Preferred stock, par value | $ / shares | $ 0.0001 | ||
Conversion of preferred stock terms | each share of Series Z Preferred Stock automatically converted into Class A common stock on a one-to-one basis | ||
Gross proceeds from business combination | $ 176,282 | ||
Business Combination, net of transaction costs and assumed liabilities on the Statement of changes in Stockholders' equity | 110,930 | ||
Selling, General and Administrative Expense | |||
Business Acquisition [Line Items] | |||
One time incentive payment transaction costs and legal expenses | $ 2,973 | ||
Additional Paid-in Capital | |||
Business Acquisition [Line Items] | |||
Business Combination, net of transaction costs and assumed liabilities on the Statement of changes in Stockholders' equity | 110,930 | ||
FirstMark | |||
Business Acquisition [Line Items] | |||
Gross proceeds upon consummation of business combination | 37 | ||
Gross proceeds from business combination | 36,282 | ||
Transaction costs | 17,532 | ||
Business combination transaction cost incurred and paid | 967 | ||
Business combination combined transaction costs | 18,499 | ||
FirstMark | Derivative Instruments | |||
Business Acquisition [Line Items] | |||
Transaction costs | 314 | ||
FirstMark | Additional Paid-in Capital | |||
Business Acquisition [Line Items] | |||
Transaction costs | $ 17,218 | ||
PIPE Investors (including Series Z) | |||
Business Acquisition [Line Items] | |||
Gross proceeds from business combination | 140,000 | ||
Trust Account | |||
Business Acquisition [Line Items] | |||
Gross proceeds upon consummation of business combination | $ 36,245 | ||
Class A Common Stock | |||
Business Acquisition [Line Items] | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Conversion of preferred stock ratio | 0.1841 | ||
Common stock, shares outstanding | shares | 152,926,661 | 0 | |
Common stock exchange ratio | 0.1841 | ||
Class A Common Stock | PIPE investors | |||
Business Acquisition [Line Items] | |||
Purchase of shares | shares | 14,533,334 | ||
Purchase price per share | $ / shares | $ 7.50 | ||
Aggregate proceeds amount | $ 109,000 | ||
Series Z Preferred Stock | |||
Business Acquisition [Line Items] | |||
Conversion of preferred stock terms | shares of Series Z Preferred Stock converted into shares of Class A common stock on a 1-for-1 basis | ||
Series Z Preferred Stock | Series Z Investors | |||
Business Acquisition [Line Items] | |||
Purchase of shares | shares | 4,133,333 | ||
Purchase price per share | $ / shares | $ 7.50 | ||
Aggregate proceeds amount | $ 31,000 | ||
Class X Common Stock | |||
Business Acquisition [Line Items] | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | shares | 9,268,335 | 9,268,335 | 0 |
Series Z Subscription Agreement | Series Z Preferred Stock | |||
Business Acquisition [Line Items] | |||
Preferred stock, par value | $ / shares | $ 0.001 | ||
Common stock, par value | $ / shares | $ 0.001 | ||
Conversion of preferred stock ratio | 1 | ||
Merger Agreement | |||
Business Acquisition [Line Items] | |||
Gross proceeds upon consummation of business combination | $ 36,282 | ||
Merger Agreement | FirstMark | |||
Business Acquisition [Line Items] | |||
Common stock held by public stockholders | shares | 4,921,551 | ||
Merger Agreement | Class A Common Stock | FirstMark | |||
Business Acquisition [Line Items] | |||
Common stock conversion ratio | 1 |
Description of Business - Sched
Description of Business - Schedule Of Common Stock Issued and Outstanding Immediately After Business Combination (Details) - Class A Common Stock and Class X Common Stock | Mar. 29, 2022shares | |
Business Acquisition [Line Items] | ||
Starry common stock issued immediately after Merger | 162,194,996 | |
Starry common stock outstanding immediately after Merger | 162,194,996 | |
Starry common stock immediately after Merger percentage | 100.00% | |
Starry Equityholders | ||
Business Acquisition [Line Items] | ||
Starry common stock issued immediately after Merger | 140,062,611 | [1] |
Starry common stock outstanding immediately after Merger | 140,062,611 | [1] |
Starry common stock immediately after Merger percentage | 86.00% | [1] |
FirstMark Founder Shares | ||
Business Acquisition [Line Items] | ||
Starry common stock issued immediately after Merger | 2,677,500 | [2],[3] |
Starry common stock outstanding immediately after Merger | 2,677,500 | [2],[3] |
Starry common stock immediately after Merger percentage | 2.00% | [2],[3] |
FirstMark Public Stockholders | ||
Business Acquisition [Line Items] | ||
Starry common stock issued immediately after Merger | 4,921,551 | [3] |
Starry common stock outstanding immediately after Merger | 4,921,551 | [3] |
Starry common stock immediately after Merger percentage | 3.00% | [3] |
PIPE investors | ||
Business Acquisition [Line Items] | ||
Starry common stock issued immediately after Merger | 14,533,334 | [3] |
Starry common stock outstanding immediately after Merger | 14,533,334 | [3] |
Starry common stock immediately after Merger percentage | 9.00% | [3] |
[1] | Excludes 45,918,159 shares of Class A common stock underlying outstanding stock options and restricted stock units. | |
[2] | Excludes 4,128,113 Earnout Shares subject to forfeiture if certain performance-based vesting conditions are not met (see Note 9). | |
[3] | The FirstMark founder shares, FirstMark public stockholders and PIPE investors are presented combined in the Condensed Consolidated Statements of Stockholders’ Equity (Deficit) on the line item "Business Combination transaction, net of transaction costs and assumed liabilities". |
Description of Business - Sch_2
Description of Business - Schedule Of Common Stock Issued and Outstanding Immediately After Business Combination (Parenthetical) (Details) - shares | Mar. 29, 2022 | Mar. 31, 2022 |
Business Acquisition [Line Items] | ||
Earnout shares | 4,128,113 | 4,128,113 |
Common Class A | ||
Business Acquisition [Line Items] | ||
Number of underlying common Stock for outstanding stock options and restricted stock units | 45,918,159 |
Description of Business - Sch_3
Description of Business - Schedule Of Business Combination, Net of Transaction Costs and Assumed Liabilities (Details) $ in Thousands | Mar. 29, 2022USD ($) | |
Business Acquisition [Line Items] | ||
Gross proceeds | $ 176,282 | |
Less: transaction costs paid during the period | (12,507) | |
Net Proceeds from the Business Combination | 163,775 | |
Less: Series Z Preferred Stock | (31,000) | [1] |
Less: warrant liabilities issued | (15,697) | |
Less: repayment of note assumed in the Business Combination | (1,200) | |
Less: net transaction costs reclassed to equity, including accrued transaction costs at March 31, 2022 | (4,711) | |
Less: issuance of non-redemption shares | (42) | |
Less: non-cash net liabilities assumed from the Business Combination | (195) | |
Business Combination, net of transaction costs and assumed liabilities on the Statement of changes in Stockholders' equity | 110,930 | |
FirstMark trust and cash | ||
Business Acquisition [Line Items] | ||
Gross proceeds | 36,282 | |
PIPE Investors (including Series Z) | ||
Business Acquisition [Line Items] | ||
Gross proceeds | $ 140,000 | |
[1] | The conversion of Series Z Preferred Stock is reflected separately from the Business Combination on the Statement of Changes in Stockholders' Equity. |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Mar. 31, 2022 | Mar. 29, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Line Items] | ||||
Fair value of earnout liability | $ 20,881,000 | $ 26,095,000 | $ 20,881,000 | |
Reduction in fair value of earnout liability | 5,214,000 | |||
Fair value liabilities level 1 to level 2 transfers amount | 0 | 0 | $ 0 | |
Fair value liabilities level 2 to level 1 transfers amount | 0 | 0 | 0 | |
Fair value liabilities transfer into level 3 | 0 | 0 | ||
Starry Warrants | ||||
Accounting Policies [Line Items] | ||||
Fair value adjustment of warrants | 2,224,000 | |||
Fair value of warrant liability | 12,549,000 | 12,549,000 | $ 14,773,000 | |
Reclassification of warrant liability to APIC | $ 12,549,000 | |||
Other Liabilities - Junior Debt Exchange | Other Liabilities | ||||
Accounting Policies [Line Items] | ||||
Fair value of debt exchange notes | $ 1,986,000 | $ 1,986,000 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Total Liabilities: | $ 41,042 | $ 14,773 |
Warrant Liabilities - Public Warrants | ||
Liabilities: | ||
Total Liabilities: | 12,144 | |
Warrant Liabilities - Private Warrants | ||
Liabilities: | ||
Total Liabilities: | 6,031 | |
Other Liabilities - Junior Debt Exchange | ||
Liabilities: | ||
Total Liabilities: | 1,986 | |
Earnout Liability - Sponsor Earnout Shares | ||
Liabilities: | ||
Total Liabilities: | 20,881 | |
Warrant Liabilities - Starry Warrants | ||
Liabilities: | ||
Total Liabilities: | 14,773 | |
Level 1 | ||
Liabilities: | ||
Total Liabilities: | 12,144 | |
Level 1 | Warrant Liabilities - Public Warrants | ||
Liabilities: | ||
Total Liabilities: | 12,144 | |
Level 2 | ||
Liabilities: | ||
Total Liabilities: | 6,031 | |
Level 2 | Warrant Liabilities - Private Warrants | ||
Liabilities: | ||
Total Liabilities: | 6,031 | |
Level 3 | ||
Liabilities: | ||
Total Liabilities: | 22,867 | 14,773 |
Level 3 | Other Liabilities - Junior Debt Exchange | ||
Liabilities: | ||
Total Liabilities: | 1,986 | |
Level 3 | Earnout Liability - Sponsor Earnout Shares | ||
Liabilities: | ||
Total Liabilities: | $ 20,881 | |
Level 3 | Warrant Liabilities - Starry Warrants | ||
Liabilities: | ||
Total Liabilities: | $ 14,773 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Remeasured Liability to Its Estimated Fair Value (Details) - $ / shares | Mar. 29, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Junior Debt Exchange | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Common stock fair value | $ 8.26 | ||
Exercise price | $ 8.75 | ||
Term (in years) | 1 year 9 months 18 days | ||
Volatility | 35.00% | ||
Risk-free interest rate | 2.16% | ||
Expected dividends | 0.00% | ||
Earnout Liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Common stock fair value | $ 9.21 | $ 8.26 | |
Term (in years) | 5 years | 5 years | |
Volatility | 35.00% | 35.00% | |
Risk-free interest rate | 2.49% | 2.42% | |
Expected dividends | 0.00% | 0.00% | |
Warrant Liability | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Common stock fair value | $ 1.77 | $ 1.81 | |
Exercise price | $ 0.01 | $ 0.01 | |
Term (in years) | 9 years 6 months | 9 years 9 months 18 days | |
Volatility | 27.57% | 27.56% | |
Risk-free interest rate | 2.41% | 1.52% | |
Expected dividends | 0.00% | 0.00% |
Revenue recognition - Additiona
Revenue recognition - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Other Assets [Member] | ||
Other assets | $ 476 | $ 252 |
Revenue recognition - Schedule
Revenue recognition - Schedule of Unearned Revenue (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Revenue From Contract With Customer [Abstract] | |
December 31, 2021 | $ 1,630 |
Change, net | 3 |
March 31, 2022 | $ 1,633 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Value of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Strategic Partner Arrangement | $ 9,032 | $ 5,227 |
Capital lease obligations | 2,509 | 2,221 |
Debt and lease obligation | 230,021 | 210,119 |
Less unamortized debt discount on term loans | (17,217) | (17,019) |
Less current portion of debt | (1,498) | (1,504) |
Debt, net of current portion | 211,306 | 191,596 |
Term Loans | ||
Debt Instrument [Line Items] | ||
Gross term loans | $ 218,480 | $ 202,671 |
Debt - Additional Information (
Debt - Additional Information (Details) | Feb. 28, 2019USD ($) | Jan. 31, 2021USD ($)Component$ / shares | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Oct. 06, 2021USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) |
Debt Instrument [Line Items] | |||||||||
Loss on extinguishment of debt | $ (2,361,000) | ||||||||
Component of carrying value of paid-in-kind interest | $ 5,879,000 | 4,230,000 | |||||||
Interest expense | 7,530,000 | 7,655,000 | |||||||
2020 Convertible Notes Payable | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest Rate | 3.00% | ||||||||
Convertible notes payable exchange for cash | $ 31,243,000 | ||||||||
Related party contributed balance | $ 2,349,000 | ||||||||
Debt instrument maturity date | Jun. 4, 2021 | ||||||||
2020 Convertible Notes Payable | Series E Preferred Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest expense | 971,000 | ||||||||
2021 Convertible Notes Payable | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest Rate | 3.00% | ||||||||
Loss on extinguishment of debt | 2,361,000 | ||||||||
Amortization of debt discount | 0 | 1,750,000 | |||||||
Convertible notes payable exchange for cash | $ 11,000,000 | ||||||||
Related party contributed balance current | $ 11,000,000 | ||||||||
Debt instrument maturity date | Oct. 29, 2021 | ||||||||
Percentage of equity financing share price | 20.00% | ||||||||
Conversion price per share | $ / shares | $ 1.57 | ||||||||
Component of APIC and debt discount | $ 2,791,000 | ||||||||
Number of separate components | Component | 2 | ||||||||
Redemption feature of conversion price | $ / shares | $ 1.57 | ||||||||
Debt instrument traditional conversion price | $ / shares | $ 1.57 | ||||||||
Related party contributed balance current shareholders | $ 3,000,000 | ||||||||
Related party contributed balance current another shareholders | $ 5,000,000 | ||||||||
Component of carrying value of paid-in-kind interest | $ 0 | 246,000 | |||||||
Fair value of charge to capital account | 2,791,000 | ||||||||
2021 Convertible Notes Payable | Convertible Preferred Stock Subject to Mandatory Redemption | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of equity financing share price | 20.00% | ||||||||
Conversion price per share | $ / shares | $ 1.57 | ||||||||
Number of separate components | Component | 2 | ||||||||
Redemption feature of conversion price | $ / shares | $ 1.57 | ||||||||
Debt instrument traditional conversion price | $ / shares | $ 1.57 | ||||||||
Starry Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | ||||||||
Debt instrument, interest Rate | 11.00% | 11.00% | |||||||
Debt instrument, accrued Interest | $ 5,809,000 | 3,985,000 | |||||||
Debt instrument, premium of prepayment percentage | 5.00% | ||||||||
Minimum percentage of voting or equity value | 50.00% | ||||||||
Minimum amount of cash balance maintained with respect to term loan covenant. | $ 15,000,000 | ||||||||
Increase of interest rate | 2.00% | ||||||||
Fair value of repayment feature | $ 11,464,000 | $ 10,412,000 | |||||||
Probability percentage for prepayment | 100.00% | ||||||||
Change in fair value of repayment feature | $ 1,052,000 | 2,898,000 | |||||||
Effective interest rate | 16.90% | 14.20% | 11.20% | 19.10% | |||||
Amortization of debt discount | $ 1,626,000 | $ 667,000 | |||||||
Unamortized debt discount | $ 17,217,000 | $ 17,019,000 | |||||||
Starry Credit Agreement | Tranche One | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 27,500,000 | ||||||||
Starry Credit Agreement | Tranche Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 22,500,000 | ||||||||
Starry Credit Agreement | Tranche A Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, current borrowing capacity | $ 27,500,000 | ||||||||
Starry Credit Agreement | Delayed Draw Tranche A Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, current borrowing capacity | $ 22,500,000 | ||||||||
Starry Credit Agreement | Tranche B Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 75,000,000 | ||||||||
Starry Credit Agreement | Tranche C Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, current borrowing capacity | $ 40,000,000 | ||||||||
Starry Credit Agreement | Delayed Draw Tranche C Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, current borrowing capacity | $ 10,000,000 | ||||||||
Starry Credit Agreement | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, floor rate | 2.00% | ||||||||
Debt instrument applicable margin | 9.00% | ||||||||
Debt instrument, cap rate | 13.25% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | Mar. 29, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2022USD ($)Vote$ / sharesshares | Mar. 28, 2022$ / sharesshares | Mar. 09, 2022shares | Dec. 31, 2021$ / sharesshares |
Class Of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 10,000,000 | |||||
Preferred stock, shares issued | 0 | |||||
Conversion of preferred stock terms | each share of Series Z Preferred Stock automatically converted into Class A common stock on a one-to-one basis | |||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||
Preferred stock, shares outstanding | 0 | |||||
Recognition of distribution to non-redeeming shareholders | $ | $ 3,888 | |||||
2020 Convertible Notes | ||||||
Class Of Stock [Line Items] | ||||||
Carrying value | $ | $ 31,752 | |||||
2021 Convertible Notes | ||||||
Class Of Stock [Line Items] | ||||||
Carrying value | $ | $ 13,832 | |||||
Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 0 | |||||
Preferred stock, shares issued | 0 | |||||
Preferred stock, shares outstanding | 0 | |||||
Series Z Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock, shares issued | 4,133,333 | |||||
Purchase price | $ / shares | $ 7.50 | |||||
Gross cash proceeds | $ | $ 31,000 | |||||
Conversion of preferred stock terms | shares of Series Z Preferred Stock converted into shares of Class A common stock on a 1-for-1 basis | |||||
Series E-1 Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Convertible preferred stock, shares issued upon conversion | 22,204,490 | |||||
Preferred stock, conversion price | $ / shares | $ 1.43 | |||||
Series E-2 Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Convertible preferred stock, shares issued upon conversion | 8,232,627 | |||||
Preferred stock, conversion price | $ / shares | $ 1.34 | |||||
Series E-3 Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock, shares issued | 71,428,570 | |||||
Purchase price | $ / shares | $ 1.68 | |||||
Gross cash proceeds | $ | $ 120,000 | |||||
Issuance cost | $ | $ 150 | |||||
Class A Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Conversion of preferred stock ratio | 0.1841 | |||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 152,926,661 | 422,108 | 0 | |||
Common stock, shares outstanding | 152,926,661 | 0 | ||||
Common stock voting rights | Holders of such shares are entitled to one vote for each share of Class A common stock. | |||||
Number of votes for each share | Vote | 1 | |||||
Class A Common Stock | Other Nonoperating Income (Expense) | ||||||
Class Of Stock [Line Items] | ||||||
Recognition of distribution to non-redeeming shareholders | $ | $ 3,888 | |||||
Class X Common Stock | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, terms of conversion | Each share of Class X common stock will:•Convert into one share of Class A common stock at the option of the holder. •Automatically convert into one share of Class A common stock upon a transfer of such share, other than to a Qualified Stockholder (as defined in the Amended and Restated Certificate of Incorporation of Starry Group, as filed as an exhibit to the Annual Report on March 31, 2022). •Automatically convert into one share of Class A common stock upon the earlier of (such date, the "Sunset Date"): (a) the date that is nine months following March 29, 2022 on which the holder (1) is no longer providing services as a member of the senior leadership team, officer or director and (2) has not provided any such services for the duration of such nine-month period; and (b) the first date after March 29, 2022 as of which the holder has transferred, in the aggregate, more than 75% of the shares of Class X common stock that were held by the holder immediately following the consummation of the Business Combination. Following such conversion, the reissuance of shares of Class X common stock will be prohibited. Non-redemption agreementsPursuant to the non-redemption agreements entered into with certain accredited investors (the "Non-Redeeming Shareholders") dated March 9, 2022, the Non-Redeeming Shareholders agreed to not redeem a certain number of shares of FirstMark Class A common stock. In connection with these agreements, the Company issued 422,108 shares of additional Class A common stock to the Non-Redeeming Shareholders subsequent to the close of the Business Combination (the "Non-Redemption Shares"). The Company evaluated the Non-Redeeming Shareholders' right to receive the additional shares of Class A common stock and concluded that the Non-Redemption Shares represented a non-pro rata distribution to the Non-Redeeming Shareholders. As a result, the Company recorded $3,888 in other income (expense), net on the condensed consolidated statement of operations and APIC on the condensed consolidated statement of stockholders' equity (deficit). | |||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 9,268,335 | 0 | ||||
Common stock, shares outstanding | 9,268,335 | 9,268,335 | 0 | |||
Common stock voting rights | The holder of such shares is entitled to twenty votes for each share of Class X common stock, until the Sunset Date (defined below), and one vote for each share of Class X common stock from and after the Sunset Date. | |||||
Number of votes for each share | Vote | 20 | |||||
Prior to the Acquisition Merger | Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 97,176,852 | 505,746,770 | ||||
Preferred stock, shares issued | 95,762,330 | |||||
Preferred stock, shares outstanding | 95,762,330 | |||||
Prior to the Acquisition Merger | Series Seed Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 9,761,747 | 53,030,270 | ||||
Preferred stock, shares issued | 9,761,745 | |||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||
Preferred stock, shares outstanding | 9,761,745 | |||||
Prior to the Acquisition Merger | Series A Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 16,852,283 | 91,549,300 | ||||
Preferred stock, shares issued | 16,852,283 | |||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||
Preferred stock, shares outstanding | 16,852,283 | |||||
Prior to the Acquisition Merger | Series B Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 10,207,696 | 55,452,865 | ||||
Preferred stock, shares issued | 10,207,696 | |||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||
Preferred stock, shares outstanding | 10,207,696 | |||||
Prior to the Acquisition Merger | Series C Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 19,965,160 | 108,459,871 | ||||
Preferred stock, shares issued | 19,965,160 | |||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||
Preferred stock, shares outstanding | 19,965,160 | |||||
Prior to the Acquisition Merger | Series D Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 16,090,802 | 87,412,587 | ||||
Preferred stock, shares issued | 16,090,802 | |||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||
Preferred stock, shares outstanding | 16,090,802 | |||||
Prior to the Acquisition Merger | Series E Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 19,299,164 | 104,841,877 | ||||
Preferred stock, shares issued | 18,751,311 | |||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||
Preferred stock, shares outstanding | 18,751,311 | |||||
Prior to the Acquisition Merger | Series Z Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||
Preferred stock, shares issued | 4,133,333 | |||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||
Preferred stock, shares outstanding | 4,133,333 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Convertible Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2022 | Mar. 29, 2022 | Mar. 28, 2022 | Dec. 31, 2021 |
Class Of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.0001 | |||
Preferred stock, shares authorized | 10,000,000 | |||
Preferred stock, shares issued | 0 | |||
Preferred stock, shares outstanding | 0 | |||
Convertible Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, shares authorized | 0 | |||
Preferred stock, shares issued | 0 | |||
Preferred stock, shares outstanding | 0 | |||
Carrying Value | $ 453,184 | |||
Convertible Preferred Stock | Prior to the Acquisition Merger | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, shares authorized | 97,176,852 | 505,746,770 | ||
Preferred stock, shares issued | 95,762,330 | |||
Preferred stock, shares outstanding | 95,762,330 | |||
Carrying Value | $ 484,184 | |||
Series Seed Preferred Stock | Prior to the Acquisition Merger | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.001 | |||
Preferred stock, shares authorized | 9,761,747 | 53,030,270 | ||
Preferred stock, shares issued | 9,761,745 | |||
Preferred stock, shares outstanding | 9,761,745 | |||
Carrying Value | $ 6,990 | |||
Series A Preferred Stock | Prior to the Acquisition Merger | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.001 | |||
Preferred stock, shares authorized | 16,852,283 | 91,549,300 | ||
Preferred stock, shares issued | 16,852,283 | |||
Preferred stock, shares outstanding | 16,852,283 | |||
Carrying Value | $ 25,946 | |||
Series B Preferred Stock | Prior to the Acquisition Merger | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.001 | |||
Preferred stock, shares authorized | 10,207,696 | 55,452,865 | ||
Preferred stock, shares issued | 10,207,696 | |||
Preferred stock, shares outstanding | 10,207,696 | |||
Carrying Value | $ 29,910 | |||
Series C Preferred Stock | Prior to the Acquisition Merger | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.001 | |||
Preferred stock, shares authorized | 19,965,160 | 108,459,871 | ||
Preferred stock, shares issued | 19,965,160 | |||
Preferred stock, shares outstanding | 19,965,160 | |||
Carrying Value | $ 99,989 | |||
Series D Preferred Stock | Prior to the Acquisition Merger | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.001 | |||
Preferred stock, shares authorized | 16,090,802 | 87,412,587 | ||
Preferred stock, shares issued | 16,090,802 | |||
Preferred stock, shares outstanding | 16,090,802 | |||
Carrying Value | $ 124,915 | |||
Series E Preferred Stock | Prior to the Acquisition Merger | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.001 | |||
Preferred stock, shares authorized | 19,299,164 | 104,841,877 | ||
Preferred stock, shares issued | 18,751,311 | |||
Preferred stock, shares outstanding | 18,751,311 | |||
Carrying Value | $ 165,434 | |||
Series Z Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, shares issued | 4,133,333 | |||
Series Z Preferred Stock | Prior to the Acquisition Merger | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.001 | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, shares issued | 4,133,333 | |||
Preferred stock, shares outstanding | 4,133,333 | |||
Carrying Value | $ 31,000 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Convertible Preferred Stock (Parenthetical) (Details) | Mar. 31, 2022 |
Class A Common Stock | |
Class Of Stock [Line Items] | |
Conversion of preferred stock ratio | 0.1841 |
Share-based Compensation Expe_2
Share-based Compensation Expense - Additional Information (Details) - USD ($) | Mar. 29, 2022 | Sep. 30, 2021 | May 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock option granted | 0 | 0 | |||
Employee Stock Purchase Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Maximum percentage of payroll deduction | 20.00% | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Service condition | 4 years | ||||
Grant-date fair value of the RSUs | $ 1.47 | ||||
Share-based compensation expense | $ 3,401,000 | ||||
Unrecognized share-based compensation expense | $ 3,271,000 | ||||
Weighted-average period | 1 year 3 months 18 days | ||||
Stock Option [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 306,000 | $ 220,000 | |||
Unrecognized share-based compensation expense | $ 2,895,000 | ||||
Weighted-average period | 2 years 3 months 18 days | ||||
Starry Stock Plan | Restricted Stock Units (RSUs) [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares of restricted stock units, granted | 82,697 | 736,315 | 0 | ||
Equity Incentive Plan | Maximum | Class A Common Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares allowing for grant | 22,775,288 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 206,218 | $ 189,269 |
Less: accumulated depreciation | (69,462) | (60,250) |
Property and equipment, net | 136,756 | 129,019 |
Distribution System [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 157,707 | 145,357 |
Asset Retirement Obligation [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,180 | 2,015 |
Construction-in-Process [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 31,319 | 28,493 |
Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,329 | 6,051 |
Vehicles [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 4,242 | 3,943 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,246 | 1,267 |
Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,405 | 1,452 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 790 | $ 691 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 9,332 | $ 6,095 |
Distribution System [Member] | ||
Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 8,440 | $ 5,371 |
Asset Retirement Obligations -
Asset Retirement Obligations - Summary of Changes in Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Balance, January 1, 2022 | $ 2,387 | |
New asset retirement obligations | 165 | |
Accretion expense | 69 | $ 41 |
Balance, March 31, 2022 | $ 2,621 |
Asset retirement obligations _2
Asset retirement obligations - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | ||
Accretion expense | $ 69 | $ 41 |
Warrants and Earnout Shares - A
Warrants and Earnout Shares - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 29, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 06, 2021 | Dec. 31, 2019 | Feb. 28, 2019 |
Class Of Warrant Or Right [Line Items] | ||||||
Public warrants exercisable period from closing of initial public offering | 12 months | |||||
Public and private warrants expiration term after completion of business combination | 5 years | |||||
Earnout shares | 4,128,113 | 4,128,113 | ||||
Starry Credit Agreement | 2019 Equity Warrants | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants issued on fair value basis | $ 6,175 | |||||
Component of APIC and debt discount | $ 8,307 | |||||
Warrants outstanding | 3,525,132 | |||||
Starry Credit Agreement | 2019 Liability Warrant, 2019 Equity Warrants, 2019 Warrants | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Exchange right additional paid in capital to warrant liabilities | $ 6,345 | |||||
Vest at 12.50 Stock Price Level is Achieved | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Stock price per share | $ 12.50 | |||||
Earnout shares | 2,224,167 | |||||
Vest at 15.00 Stock Price Level is Achieved | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Stock price per share | $ 15 | |||||
Earnout shares | 951,973 | |||||
Vest at 17.50 Stock Price Level is Achieved | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Stock price per share | $ 17.50 | |||||
Earnout shares | 951,973 | |||||
Non-voting Common Stock | Starry Credit Agreement | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants to purchase | 17,625,662 | 15,025,563 | ||||
Non-voting Common Stock | Starry Credit Agreement | Delayed Draw Tranche C | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants to purchase | 2,896,992 | |||||
Warrants stock value | $ 1,695 | |||||
Non-voting Common Stock | Starry Credit Agreement | Tranche C Warrants | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants to purchase | 11,509,673 | |||||
Warrants stock value | $ 6,733 | |||||
FirstMark | Class A Common Stock | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants issued to purchase each share of common stock | 1 | |||||
Initial Public Offering | FirstMark | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Units sold | 41,400,000 | |||||
Over-Allotment Option | FirstMark | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Units sold | 5,400,000 | |||||
Price per warrant | $ 10 | |||||
Public Warrants | Class A Common Stock | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants issued to purchase of common stock | 13,800,000 | |||||
Public Warrants | FirstMark | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants issued to purchase each share of common stock | 0.33 | |||||
Public Warrants | FirstMark | Common Stock | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Price per warrant | $ 11.50 | |||||
Warrants issued to purchase each share of common stock | 1 | |||||
Private Warrants | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Fair value of warrants liabilities assumed | $ 15,697 | |||||
Fair value adjustment of warrants | $ 2,478 | |||||
Private Warrants | Class A Common Stock | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants issued to purchase of common stock | 6,853,333 | |||||
Private Warrants | FirstMark | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Units sold | 6,853,333 | |||||
Price per warrant | $ 1.50 | |||||
Proceeds from issuance of private placement | $ 10,300,000 | |||||
Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Price per warrant | $ 11.50 | |||||
Redemption price per warrant | $ 0.01 | |||||
Minimum written notice period required for redemption of warrant | 30 days | |||||
Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00 | Minimum | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Redemption trigger price per share | $ 18 | |||||
Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Redemption price per warrant | $ 0.10 | |||||
Minimum written notice period required for redemption of warrant | 30 days | |||||
Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00 | Minimum | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Redemption trigger price per share | $ 10 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Total | $ 6,358 | $ 7,079 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities Current [Abstract] | ||
Accrued compensation and benefits | $ 9,307 | $ 4,773 |
Accrued sales and use tax | 6,459 | 5,860 |
Accrued purchases of property and equipment | 3,004 | 3,339 |
Accrued transaction costs | 4,050 | 3,693 |
Other | 7,279 | 5,512 |
Total | $ 30,099 | $ 23,177 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax provision | $ 0 | $ 0 |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax provision | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Commitments And Contingencies [Line Items] | ||||
Current portion of debt | $ 1,498 | $ 1,504 | ||
Non-current portion of debt | 211,306 | 191,596 | ||
Rent expense | 3,677 | $ 3,305 | ||
Purchase commitments | 41,365 | |||
Deposit payment | 2,000 | $ 2,000 | ||
2020 Strategic Partner Arrangement | ||||
Commitments And Contingencies [Line Items] | ||||
Strategic partner arrangement term | 10 years | |||
Financial obligation | 9,032 | |||
Current portion of debt | 412 | |||
Non-current portion of debt | 8,620 | |||
Reimbursable expenses owned by third party | $ 494 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss | $ (53,633) | $ (41,046) |
Denominator: | ||
Weighted-average shares outstanding, basic and diluted | 41,633,152 | 36,239,733 |
Basic and diluted earnings per share: | ||
Basic and diluted earnings per share | $ (1.29) | $ (1.13) |
Class A Common Stock | ||
Basic and diluted earnings per share: | ||
Basic and diluted earnings per share | (1.29) | (1.13) |
Class X Common Stock | ||
Basic and diluted earnings per share: | ||
Basic and diluted earnings per share | $ (1.29) | $ (1.13) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Weighted average shares outstanding, exchange ratio | 0.1841 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Supplemental Cash Flow Information [Abstract] | ||||
Cash and cash equivalents | $ 166,693 | $ 130,501 | ||
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 | $ 168,071 | $ 30,762 | $ 131,738 | $ 26,831 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | ||
Cash paid for interest | $ 38 | $ 35 |
Supplemental Cash Flow Inform_5
Supplemental Cash Flow Information - Schedule Of Non Cash Investing And Financing Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Purchases of property and equipment included within accounts payable and accrued expenses and other current liabilities | $ 11,308 | $ 12,764 |
Unpaid deferred transaction costs included within accounts payable and accrued expenses | 4,050 | 55 |
Property and equipment acquired through capital lease obligations | 558 | 386 |
Asset retirement obligations associated with deployed equipment | $ 165 | 208 |
Conversion of convertible notes to Series E Preferred Stock | $ 42,784 |
Redeemable Shares - Additional
Redeemable Shares - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Subsidiary, Sale of Stock [Line Items] | |
Additional paid in capital adjustment relating to temporary equity | $ | $ 10,579,000 |
Temporary equity price per share | $ / shares | $ 8.75 |
Optionholders | Class A Common Stock | |
Subsidiary, Sale of Stock [Line Items] | |
Number of shares available for grant | shares | 1,209,029 |
New Debt Exchange | Optionholders | |
Subsidiary, Sale of Stock [Line Items] | |
Purchase price per share | $ / shares | $ 8.75 |
Junior Debt Exchange | Other Liabilities | |
Subsidiary, Sale of Stock [Line Items] | |
Fair value of debt exchange notes | $ | $ 1,986,000 |
Junior Debt Exchange | Optionholders | |
Subsidiary, Sale of Stock [Line Items] | |
Purchase price per share | $ / shares | $ 8.75 |
Junior Debt Exchange | Optionholders | SOFR | |
Subsidiary, Sale of Stock [Line Items] | |
Debt, basis spread on variable rate | 1.00% |
Junior Debt Exchange | Optionholders | Maximum | |
Subsidiary, Sale of Stock [Line Items] | |
Principal amount of debt | $ | $ 15,000,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 22, 2022 | Mar. 28, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Proceeds from delayed draw loans | $ 211,306 | $ 191,596 | ||
Subsequent Event | ||||
Percentage of market value | 115.00% | |||
Common Class A | Amended Warrant Agreement | FirstMark and Warrant Agent | ||||
Number of trading day | 20 days | |||
Weighted average trading price per share | $ 9.20 | |||
Market value per share | 7.94 | |||
Common Class A | Subsequent Event | Sections 6.1 and 6.2 of the Warrant Agreement | ||||
Percentage of market value | 180.00% | |||
Common Class A | Minimum | Subsequent Event | Sections 6.1 and 6.2 of the Warrant Agreement | ||||
Redemption trigger price per share | $ 18 | |||
Common Class A | Minimum | Subsequent Event | Section 6.2 of the Warrant Agreement | ||||
Redemption trigger price per share | 10 | |||
Common Class A | Maximum | Subsequent Event | Sections 6.1 and 6.2 of the Warrant Agreement | ||||
Redemption trigger price per share | 14.29 | |||
Common Class A | Maximum | Subsequent Event | Section 6.2 of the Warrant Agreement | ||||
Redemption trigger price per share | 7.94 | |||
Class A Common Stock and Securities Exchangeable for Shares of Class A Common Stock | Amended Warrant Agreement | FirstMark and Warrant Agent | ||||
Share issue price per share | $ 7.50 | |||
Percentage of aggregate gross proceeds from issuance to equity proceeds | 60.00% | |||
Public Warrants | Common Class A | Minimum | Subsequent Event | ||||
Price per warrant | $ 9.13 | |||
Warrants issued to purchase each share of common stock | 1.2415 | |||
Public Warrants | Common Class A | Maximum | Subsequent Event | ||||
Price per warrant | $ 11.50 | |||
Warrants issued to purchase each share of common stock | 1.2415 |