PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) This section presents fuboTV Inc.'s unaudited condensed consolidated financial statements for Q3 and nine months ended September 30, 2022, highlighting revenue growth, widening net loss, and significant cash usage [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2022, total assets decreased to $1.27 billion, while total liabilities increased to $806.5 million, leading to a significant reduction in stockholders' equity Condensed Consolidated Balance Sheet Data (in thousands) | Account | Sep 30, 2022 (Unaudited) | Dec 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $201,221 | $374,294 | | Total current assets | $394,034 | $428,505 | | Goodwill | $607,223 | $630,269 | | **Total assets** | **$1,268,027** | **$1,369,778** | | **Liabilities & Equity** | | | | Total current liabilities | $355,498 | $337,297 | | Convertible notes, net of discount | $393,462 | $316,354 | | **Total liabilities** | **$806,481** | **$698,897** | | Accumulated deficit | ($1,406,107) | ($1,009,293) | | **Total stockholders' equity** | **$460,018** | **$670,881** | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Q3 2022 total revenues grew 43.5% to $224.8 million, but operating expenses and a $35.5 million impairment charge led to a widened net loss of $152.6 million Q3 2022 vs Q3 2021 Performance (in thousands, except per share data) | Metric | Q3 2022 | Q3 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Subscription Revenue | $201,911 | $138,119 | 46.2% | | Advertising Revenue | $22,714 | $18,570 | 22.3% | | **Total Revenues** | **$224,813** | **$156,690** | **43.5%** | | Subscriber related expenses | $214,466 | $143,370 | 49.6% | | Impairment of goodwill, etc. | $35,454 | $0 | N/A | | **Operating Loss** | **($150,329)** | **($103,258)** | **45.6%** | | **Net Loss Attributable to Common Stockholders** | **($152,648)** | **($105,851)** | **44.2%** | | **Net Loss Per Share (Basic & Diluted)** | **($0.82)** | **($0.74)** | **10.8%** | Nine Months Ended Sep 30, 2022 vs 2021 Performance (in thousands, except per share data) | Metric | Nine Months 2022 | Nine Months 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Subscription Revenue | $621,022 | $359,601 | 72.7% | | Advertising Revenue | $67,886 | $47,642 | 42.5% | | **Total Revenues** | **$688,722** | **$407,294** | **69.1%** | | Subscriber related expenses | $679,027 | $377,177 | 80.0% | | Impairment of goodwill, etc. | $46,136 | $0 | N/A | | **Operating Loss** | **($398,095)** | **($249,406)** | **59.6%** | | **Net Loss Attributable to Common Stockholders** | **($409,496)** | **($270,876)** | **51.2%** | | **Net Loss Per Share (Basic & Diluted)** | **($2.32)** | **($2.02)** | **14.9%** | [Condensed Consolidated Statements of Cash Flows](index=15&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities more than doubled to $294.5 million for the nine months ended September 30, 2022, while financing activities decreased significantly Cash Flow Summary for Nine Months Ended Sep 30 (in thousands) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | ($294,464) | ($143,030) | | Net cash used in investing activities | ($110,827) | ($35,673) | | Net cash provided by financing activities | $233,237 | $441,014 | | **Net (decrease) increase in cash** | **($172,054)** | **$262,311** | - Financing activities in 2022 were primarily driven by **$229.0 million** in net proceeds from an At-the-Market (ATM) common stock offering. This contrasts with 2021, which saw **$389.4 million** from a convertible note issuance and **$70.0 million** from an ATM offering[40](index=40&type=chunk)[274](index=274&type=chunk)[275](index=275&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=17&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's business, the dissolution of Fubo Gaming, liquidity assessment, accounting standard adoption, Molotov acquisition, impairment charges, debt, and commitments - On October 17, 2022, the Company ceased operation of its Online Sportsbook in connection with the dissolution of its subsidiary, Fubo Gaming Inc[47](index=47&type=chunk)[196](index=196&type=chunk) - Management believes that current cash, cash equivalents, and short-term investments of **$307.4 million** (as of Sep 30, 2022) are sufficient to continue as a going concern for at least one year, despite incurring a net loss of **$409.8 million** for the nine months ended Sep 30, 2022[49](index=49&type=chunk)[52](index=52&type=chunk) - During Q3 2022, the Company recognized a non-cash impairment charge of **$35.5 million** on intangible assets, prepaid market access agreements, and property related to the Online Sportsbook. For the nine months ended Sep 30, 2022, total impairment charges for the wagering segment were **$46.1 million**, including a **$10.7 million** goodwill impairment[74](index=74&type=chunk)[111](index=111&type=chunk)[244](index=244&type=chunk) - During the nine months ended September 30, 2022, the Company raised net proceeds of approximately **$229.0 million** from the sale of **31.7 million** shares of common stock through its At-the-Market (ATM) sales agreements[51](index=51&type=chunk)[143](index=143&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=44&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses performance drivers, including subscriber growth, the Molotov acquisition, increased operating expenses, the dissolution of Fubo Gaming, and liquidity [Results of Operations](index=48&type=section&id=Results%20of%20Operations) Q3 2022 revenue increased by $68.1 million, primarily from subscription growth and the Molotov acquisition, while subscriber-related expenses and a $35.5 million impairment charge also rose significantly - Q3 2022 revenue increased by **$68.1 million** YoY, primarily due to a **$52.5 million** increase from a larger subscriber base, **$5.7 million** from add-on sales, and **$5.6 million** from the Molotov acquisition[229](index=229&type=chunk) - Subscriber related expenses for the nine months ended Sep 30, 2022, increased by **$301.9 million** YoY, mainly due to a **$288.3 million** rise in affiliate distribution rights from subscriber growth and higher affiliate agreement rates[232](index=232&type=chunk) - An impairment expense of **$35.5 million** was recognized in Q3 2022 related to the wagering segment as a result of the dissolution of Fubo Gaming[243](index=243&type=chunk) [Key Performance Metrics](index=52&type=section&id=Key%20Performance%20Metrics) As of September 30, 2022, North America paid subscribers reached 1.2 million with an ARPU of $71.52, while Rest of World had 0.4 million subscribers and an ARPU of $5.46 Key Performance Metrics as of September 30, 2022 | Metric | Q3 2022 | Q3 2021 | | :--- | :--- | :--- | | Paid Subscribers (North America) | 1.2 million | 0.9 million | | Paid Subscribers (Rest of World) | 0.4 million | N/A | | Monthly ARPU (North America) | $71.52 | $70.19 | | Monthly ARPU (Rest of World) | $5.46 | N/A | - Beginning in Q3 2022, ARPU is calculated using GAAP Subscription and Advertising revenue, whereas it was previously calculated using Platform Bookings, which adjusted for deferred revenue[253](index=253&type=chunk) [Liquidity and Capital Resources](index=53&type=section&id=Liquidity%20and%20Capital%20Resources) As of September 30, 2022, the company held $207.4 million in cash and equivalents plus $100.0 million in short-term investments, with management believing these are sufficient for the next twelve months - As of September 30, 2022, the company had cash, cash equivalents, and restricted cash of **$207.4 million** and short-term investments of **$100.0 million**[264](index=264&type=chunk) - The company sold **31.7 million** shares of common stock through its ATM programs in the first nine months of 2022, generating net proceeds of approximately **$229.0 million**[264](index=264&type=chunk) - The dissolution of Fubo Gaming is expected to reduce planned cash outlay, allowing the company to allocate additional funds to its streaming segment[265](index=265&type=chunk) - Management believes its existing cash and short-term investments are sufficient to fund operations for at least the next twelve months, supporting the going concern assumption[267](index=267&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=57&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces minimal market risk from interest rate fluctuations on its fixed-rate convertible notes and negligible foreign currency risk, as non-U.S. dollar revenues are only 2.6% of the total - The company's indebtedness, including **$402.5 million** of convertible notes, bears interest at a fixed rate, mitigating interest rate risk on liabilities[285](index=285&type=chunk) - Foreign currency risk is minimal, as revenues denominated in currencies other than the U.S. dollar represented only **2.6%** of the total for Q3 2022. A hypothetical **10%** change in the euro would not materially affect results[286](index=286&type=chunk) [Controls and Procedures](index=57&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2022, with no material changes to internal control over financial reporting during the quarter - The principal executive officer and principal financial officer concluded that as of September 30, 2022, the company's disclosure controls and procedures were effective[289](index=289&type=chunk) - No material changes to internal control over financial reporting were identified during the third quarter of 2022[290](index=290&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=59&type=section&id=Item%201.%20Legal%20Proceedings) The company is vigorously defending an ongoing consolidated class action lawsuit alleging federal securities law violations through false and misleading statements - A consolidated shareholder class action lawsuit (In re fuboTV Inc. Securities Litigation) is ongoing, alleging false and misleading statements regarding the company's financial health and prospects between March 2020 and January 2021[294](index=294&type=chunk)[297](index=297&type=chunk) - The company filed a motion to dismiss the class action complaint in September 2021 and believes the claims are without merit[298](index=298&type=chunk) [Risk Factors](index=60&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including a history of operating losses, need for additional capital, intense competition, reliance on content providers, and regulatory compliance challenges - **Financial Risks:** The company has a history of operating losses (**$409.8 million** net loss for the nine months ended Sep 30, 2022) and may require additional capital, which might not be available on acceptable terms[302](index=302&type=chunk)[303](index=303&type=chunk) - **Content & Competition Risks:** The business is highly dependent on licensing content, especially sports, on favorable terms. It faces intense competition from well-funded virtual MVPDs (e.g., YouTube TV, Hulu Live) and large technology companies[327](index=327&type=chunk)[363](index=363&type=chunk) - **Operational & Technology Risks:** The company relies on third-party partners for device availability (e.g., smart TVs) and critical infrastructure (Google Cloud Platform, Amazon Web Services), and any disruption could adversely impact the business[346](index=346&type=chunk)[348](index=348&type=chunk) - **Regulatory & Legal Risks:** The business is subject to complex regulations regarding data privacy (CCPA, GDPR), internet commerce, and potential liabilities from past gaming operations. It also faces ongoing securities class action litigation[422](index=422&type=chunk)[405](index=405&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=93&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported for the period covered by this report - None reported for the period[466](index=466&type=chunk) [Other Information](index=94&type=section&id=Item%205.%20Other%20Information) No other information is required to be reported under this item for the period - None reported for the period[469](index=469&type=chunk) [Exhibits](index=94&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the quarterly report, including corporate governance documents, agreements, and required CEO/CFO certifications - The exhibits include CEO and CFO certifications pursuant to Rule 13a-14(a)/15d-14(a) and 18 U.S.C. Section 1350, as well as the Inline XBRL documents[472](index=472&type=chunk)

fuboTV, Inc. (NYSE:FUBO) Q3 2022 Earnings Conference Call November 4, 2022 8:30 AM ET Company Participants Alison Sternberg - Senior Vice President of Investor Relations David Gandler - Chief Executive Officer, Director and Co-Founder John Janedis - Chief Financial Officer Conference Call Participants Laura Martin - Needham & Co. Shweta Khajuria - Evercore ISI Darren Aftahi - ROTH Capital Partners Clark Lampen - BTIG Nicholas Zangler - Stephens, Inc. Operator Hello, my name is Melissa and I will be your con ...

Fubotv, Inc. (NYSE:FUBO) Evercore ISI 2nd Annual Technology, Media & Telcom Conference Call September 8, 2022 2:15 PM ET Company Participants John Janedis - CFO & Principal Accounting Officer David Gandler - Co-Founder, CEO & Director Conference Call Participants Shweta Khajuria - Evercore ISI Shweta Khajuria Hi, everyone. I'm Shweta Khajuria, Internet analyst at Evercore ISI, and I'm very excited to have David Gandler, CEO and Co-Founder of fuboTV; and John Janedis, CFO of fubo. Thanks so much for being wi ...

[PART I - FINANCIAL INFORMATION](index=7&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) Provides a comprehensive overview of the company's financial performance, condition, and related disclosures [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements and detailed notes on accounting policies, liquidity, and revenue [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Presents a snapshot of the company's assets, liabilities, and stockholders' equity at specific points in time | Metric | June 30, 2022 (in thousands) | December 31, 2021 (in thousands) | | :----------------------------- | :----------------------------- | :----------------------------- | | Total Assets | $1,361,955 | $1,369,778 | | Total Liabilities | $760,191 | $698,897 | | Total Stockholders' Equity | $600,134 | $670,881 | | Cash and cash equivalents | $272,671 | $374,294 | | Short-term investments | $100,000 | — | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Details the company's revenues, operating expenses, and net loss over specific reporting periods | Metric (in thousands) | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total Revenues | $221,890 | $130,884 | $463,909 | $250,604 | | Operating Loss | $(112,525) | $(81,066) | $(247,766) | $(146,148) | | Net Loss | $(116,274) | $(94,930) | $(257,091) | $(165,116) | | Basic and Diluted EPS | $(0.63) | $(0.68) | $(1.50) | $(1.27) | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Outlines the changes in common stock, additional paid-in capital, and accumulated deficit over time | Metric (in thousands) | December 31, 2021 | March 31, 2022 (Unaudited) | June 30, 2022 (Unaudited) | | :-------------------- | :---------------- | :------------------------- | :------------------------ | | Common Stock Amount | $16 | $18 | $19 | | Additional Paid-In Capital | $1,691,206 | $1,837,195 | $1,867,924 | | Accumulated Deficit | $(1,009,293) | $(1,137,335) | $(1,253,459) | | Total Stockholders' Equity | $670,881 | $686,522 | $600,134 | - Issuance of common stock/At-the-market offering, net of offering costs, contributed **$203.8 million** to additional paid-in capital and common stock for the period ended March 31, 2022[25](index=25&type=chunk) - Stock-based compensation added **$19.4 million** and **$14.2 million** to additional paid-in capital for the periods ended March 31, 2022, and June 30, 2022, respectively[25](index=25&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash inflows and outflows from operating, investing, and financing activities | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(217,832) | $(87,424) |\ | Net cash used in investing activities | $(107,166) | $(5,178) |\ | Net cash provided by financing activities | $224,401 | $368,525 |\ | Net increase (decrease) in cash, cash equivalents and restricted cash | $(100,597) | $275,923 | - Cash, cash equivalents and restricted cash at the end of the period decreased to **$278.8 million** in 2022 from **$412.1 million** in 2021[29](index=29&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations and disclosures supporting the condensed consolidated financial statements [Note 1 - Organization and Nature of Business](index=14&type=section&id=Note%201%20-%20Organization%20and%20Nature%20of%20Business) Describes the company's history, primary live TV streaming business, and recent expansion into online sports wagering - Company's primary business: Live TV streaming platform for sports, news, and entertainment[33](index=33&type=chunk) - Main revenue sources: Subscription services and advertising in the United States[33](index=33&type=chunk) - Online Sportsbook launch: Launched in Iowa and Arizona in Q4 2021, with plans for additional states in 2022[35](index=35&type=chunk) [Note 2 - Liquidity, Going Concern and Management Plans](index=14&type=section&id=Note%202%20-%20Liquidity,%20Going%20Concern%20and%20Management%20Plans) Addresses significant losses and negative cash flows, affirming sufficient liquidity for at least one year through current assets and equity sales | Metric | June 30, 2022 (in thousands) | | :------------------ | :--------------------------- | | Accumulated Deficit | $(1,300,000) | | Net Loss (6 months) | $(257,100) | - Net proceeds of approximately **$220.2 million** were received from sales of 29,843,580 shares of common stock during the six months ended June 30, 2022[39](index=39&type=chunk) - Current cash, cash equivalents, and short-term investments (**$100.0 million** maturing December 2022) provide necessary liquidity for at least one year[40](index=40&type=chunk) [Note 3 - Summary of Significant Accounting Policies](index=15&type=section&id=Note%203%20-%20Summary%20of%20Significant%20Accounting%20Policies) Outlines key accounting policies, including consolidation, estimates, cash, investments, segment reporting, and recent accounting standards - The Company has two operating segments: streaming and wagering[56](index=56&type=chunk) - Adopted ASU 2020-06 on January 1, 2022, using the modified retrospective method, which impacted the accounting for 2026 Convertible Notes by increasing liability and decreasing additional paid-in capital and accumulated deficit[67](index=67&type=chunk)[69](index=69&type=chunk) | Metric (in thousands) | June 30, 2022 | December 31, 2021 | | :-------------------- | :------------ | :---------------- | | Cash and cash equivalents | $272,671 | $374,294 | | Restricted cash | $6,138 | $5,112 | | Total cash, cash equivalents and restricted cash | $278,809 | $379,406 | [Note 4 – Acquisitions](index=20&type=section&id=Note%204%20%E2%80%93%20Acquisitions) Details the December 2021 acquisition of Molotov S.A.S. for €101.7 million, primarily via common stock, and goodwill allocation - Acquired approximately **98.5%** of Molotov S.A.S. on December 6, 2021[74](index=74&type=chunk) | Acquisition Metric | Amount (in millions) | | :----------------- | :------------------- | | Total Consideration | €101.7 / $115.0 | | Cash Paid | €14.4 / $16.3 | | Common Stock Issued | 5.7 shares / $98.8 | - Goodwill of **$128.0 million** was recorded and allocated to the streaming segment[79](index=79&type=chunk)[80](index=80&type=chunk) [Note 5 - Revenue from Contracts with Customers](index=21&type=section&id=Note%205%20-%20Revenue%20from%20Contracts%20with%20Customers) Disaggregates revenue by category and region, highlighting significant growth in subscription and advertising revenue | Revenue Category (in thousands) | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :------------------------------ | :----------------------------- | :----------------------------- | | Subscription | $419,111 | $221,482 |\ | Advertising | $45,172 | $29,072 |\ | Wagering | $(483) | — |\ | Other | $109 | $50 |\ | Total Revenues | $463,909 | $250,604 | | Revenue by Region (in thousands) | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :------------------------------- | :----------------------------- | :----------------------------- |\ | United States and Canada | $452,896 | $250,342 |\ | Rest of world | $11,387 | $212 | [Note 6 – Property and equipment, net](index=22&type=section&id=Note%206%20%E2%80%93%20Property%20and%20equipment,%20net) Itemizes property and equipment, net, including depreciation expense for the reporting periods | Property and Equipment (in thousands) | June 30, 2022 | | :------------------------------------ | :------------ | | Total property and equipment, net | $6,992 | - Depreciation expense for the six months ended June 30, 2022, was approximately **$0.8 million**, up from **$0.3 million** in the prior year[88](index=88&type=chunk) [Note 7 – Intangible Assets and Goodwill](index=23&type=section&id=Note%207%20%E2%80%93%20Intangible%20Assets%20and%20Goodwill) Summarizes intangible assets and goodwill, including amortization and a $10.7 million impairment charge for the wagering segment | Intangible Assets (in thousands) | June 30, 2022 | | :------------------------------- | :------------ | | Customer relationships | $6,093 |\ | Trade names | $29,093 |\ | Software and technology | $149,981 |\ | Gaming licenses and market access fees | $13,517 |\ | Total Net Balance | $198,684 | - Amortization expense for intangible assets was approximately **$21.0 million** for the six months ended June 30, 2022, compared to **$18.1 million** in 2021[90](index=90&type=chunk) - A non-cash goodwill impairment charge of **$10.7 million** was recorded for the wagering segment during the three and six months ended June 30, 2022, due to changes in operating conditions[94](index=94&type=chunk)[97](index=97&type=chunk) - The streaming segment's goodwill was **$616.3 million** as of June 30, 2022, with no impairment recorded[94](index=94&type=chunk)[98](index=98&type=chunk) [Note 8 – Accounts Payable, Accrued Expenses, and Other Liabilities](index=25&type=section&id=Note%208%20%E2%80%93%20Accounts%20Payable,%20Accrued%20Expenses,%20and%20Other%20Liabilities) Details the composition of accounts payable, accrued expenses, and other liabilities, with affiliate fees as the largest component | Liability Category (in thousands) | June 30, 2022 | December 31, 2021 | | :-------------------------------- | :------------ | :---------------- | | Affiliate fees | $167,449 | $177,692 |\ | Broadcasting and transmission | $13,734 | $15,179 |\ | Selling and marketing | $14,077 | $17,750 |\ | Sales tax | $33,242 | $27,316 |\ | Total | $272,646 | $284,725 | [Note 9 – Income Taxes](index=25&type=section&id=Note%209%20%E2%80%93%20Income%20Taxes) Reports income tax benefits and effective tax rates, which are lower than statutory due to valuation allowances | Metric | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :------------------ | :----------------------------- | :----------------------------- | | Income Tax Benefit | $0.8 million | $1.2 million |\ | Effective Tax Rate | 0.29% | 0.73% | - Effective tax rates were lower than the U.S. statutory rate of **21%** due to valuation allowances against deferred tax assets for future tax benefits of losses[104](index=104&type=chunk) [Note 10 – Notes Payable, Long-Term Borrowing, and Convertible Notes](index=25&type=section&id=Note%2010%20%E2%80%93%20Notes%20Payable,%20Long-Term%20Borrowing,%20and%20Convertible%20Notes) Details the company's debt structure, including $402.5 million in 2026 Convertible Notes and the impact of ASU 2020-06 | Debt Instrument (in thousands) | Principal Balance (June 30, 2022) | | :----------------------------- | :-------------------------------- |\ | 2026 Convertible Notes | $402,500 |\ | Note payable | $2,700 |\ | Bpi France | $2,139 |\ | Other | $30 |\ | Total | $407,369 | - The 2026 Convertible Notes bear interest at **3.25%** per annum, maturing on February 15, 2026[109](index=109&type=chunk) - Adoption of ASU 2020-06 on January 1, 2022, reclassified **$75.3 million** of debt discount to long-term debt, eliminating non-cash interest expense for the previously separated equity component[111](index=111&type=chunk) - The fair value of the 2026 Convertible Notes was **$123.6 million** as of June 30, 2022[112](index=112&type=chunk) [Note 11 – Segments](index=27&type=section&id=Note%2011%20%E2%80%93%20Segments) Reports financial performance for two segments: streaming and wagering, with the latter commencing in Q4 2021 - The Company operates two reportable segments: streaming and wagering[117](index=117&type=chunk) | Segment Performance (in thousands) | Streaming (6 months ended June 30, 2022) | Wagering (6 months ended June 30, 2022) | | :--------------------------------- | :--------------------------------------- | :-------------------------------------- | | Revenue | $464,392 | $(483) |\ | Impairment of goodwill | — | $10,682 |\ | Loss before income taxes | $(184,049) | $(30,059) | | Total Assets by Segment (in thousands) | June 30, 2022 | | :------------------------------------- | :------------ | | Streaming | $1,296,311 |\ | Wagering | $65,644 | [Note 12 – Fair Value Measurements](index=29&type=section&id=Note%2012%20%E2%80%93%20Fair%20Value%20Measurements) Describes fair value measurements for assets and liabilities, including cash, investments, and warrant liabilities | Assets at Fair Value (in thousands) | June 30, 2022 | | :---------------------------------- | :------------ | | Cash and cash equivalents | $272,671 |\ | Short-term investments | $100,000 |\ | Total assets at fair value | $372,671 | - Warrant liabilities were **$0** as of June 30, 2022, down from **$3.5 million** at December 31, 2021, due to redemption and changes in fair value[125](index=125&type=chunk)[129](index=129&type=chunk) [Note 13 – Stockholders' Equity](index=30&type=section&id=Note%2013%20%E2%80%93%20Stockholders'%20Equity) Details changes in stockholders' equity, including equity offerings, warrant exercises, and stock-based compensation activity - Received net proceeds of approximately **$220.2 million** from sales of 29,843,580 shares of common stock through an At-the-Market Sales Agreement during the six months ended June 30, 2022[132](index=132&type=chunk) | Stock-Based Compensation Expense (in thousands) | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :---------------------------------------------- | :----------------------------- | :----------------------------- | | Total | $33,658 | $33,805 | - Unrecognized stock-based compensation related to unvested options totaled approximately **$14.2 million** as of June 30, 2022, to be recognized over **1.8 years**[142](index=142&type=chunk) - Unrecognized stock-based compensation related to restricted stock units totaled **$66.4 million** as of June 30, 2022, with a weighted average remaining contractual term of **3.3 years**[148](index=148&type=chunk) - Unrecognized stock-based compensation related to performance-based restricted stock units totaled **$47.8 million** as of June 30, 2022[151](index=151&type=chunk) [Note 14 – Commitments and Contingencies](index=34&type=section&id=Note%2014%20%E2%80%93%20Commitments%20and%20Contingencies) Outlines lease obligations, contractual commitments, and legal contingencies, including ongoing class action lawsuits | Lease Obligations (in thousands) | June 30, 2022 | | :------------------------------- | :------------ | | Operating lease liabilities | $43,208 | | Future Payments (in thousands) | Total | | :----------------------------- | :---- | | Market Access Agreements | $11,139 |\ | Annual Sponsorship Agreements | $48,868 |\ | Sports Rights Agreements | $137,281 | - The Company is a defendant in two consolidated class action lawsuits alleging federal securities law violations, which it intends to vigorously defend[166](index=166&type=chunk)[171](index=171&type=chunk) [Note 15 – Subsequent events](index=38&type=section&id=Note%2015%20%E2%80%93%20Subsequent%20events) Reports post-period events, including a Maximum Effort agreement for content and new common stock sales agreements - Entered into a binding framework agreement with Maximum Effort Productions, Inc. on August 2, 2022, for a linear channel and original programming[173](index=173&type=chunk) - As part of the Maximum Effort agreement, the Company agreed to issue **2 million shares** of common stock (valued at **$10 million**) and additional shares/warrants over **two years**[174](index=174&type=chunk)[175](index=175&type=chunk) - Entered into a new sales agreement on August 4, 2022, to sell up to **$350.0 million** of common stock through sales agents[176](index=176&type=chunk) - Filed a shelf registration statement on Form S-3 on August 5, 2022, for up to **$750.0 million** in various securities[177](index=177&type=chunk)[179](index=179&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Provides management's perspective on financial condition, operating results, future outlook, strategies, and macroeconomic impacts [Overview](index=40&type=section&id=Overview) Outlines fuboTV's strategy to acquire subscribers, enhance engagement, and monetize through streaming and wagering platforms - Business motto: 'come for the sports, stay for the entertainment'[181](index=181&type=chunk) - Core strategies include growing the paid subscriber base, optimizing engagement and retention, and increasing monetization[183](index=183&type=chunk) - Evaluating strategic opportunities for the wagering business to be capital efficient in a rapidly-evolving macroeconomic environment[182](index=182&type=chunk) [Nature of Business](index=42&type=section&id=Nature%20of%20Business) Describes fuboTV as a leading live TV streaming platform, generating revenue from subscriptions and advertising, with recent wagering expansion - The Company is a leading live TV streaming platform for sports, news, and entertainment[187](index=187&type=chunk) - Revenues are almost entirely derived from subscription services and advertising sales in the United States[187](index=187&type=chunk) - Expanded into international markets including Canada, Spain, and France[187](index=187&type=chunk) - Launched Fubo Sportsbook in Iowa and Arizona in Q4 2021, with plans for additional states in 2022[189](index=189&type=chunk) [Seasonality](index=42&type=section&id=Seasonality) Explains significant seasonality with higher revenue and subscriber growth in Q3 and Q4, driven by sports leagues - Generates significantly higher levels of revenue and subscriber additions in the third and fourth quarters, primarily driven by sports leagues, specifically the National Football League[190](index=190&type=chunk) - Typically sees subscribers decline from the fourth quarter of the previous year through the first and second quarter of the following year[190](index=190&type=chunk) - Anticipates similar seasonal trends and user behavior for the recently launched Fubo Sportsbook[190](index=190&type=chunk) [Segments](index=42&type=section&id=Segments) Details the company's two reportable segments, streaming and wagering, with performance evaluated by the CEO - Operates through two operating and reportable segments: streaming and wagering[191](index=191&type=chunk) - The wagering business was launched in the fourth quarter of 2021[191](index=191&type=chunk) - Performance of each segment is evaluated based on revenue and adjusted operating expenses by the Chief Operating Decision Maker (CEO)[191](index=191&type=chunk) [Components of Results of Operations](index=42&type=section&id=Components%20of%20Results%20of%20Operations) Defines key revenue components (subscription, advertising, wagering) and operating expenses, including other income/expense - Revenue components include Subscription, Advertising, and Wagering[192](index=192&type=chunk)[193](index=193&type=chunk)[194](index=194&type=chunk) - Operating expenses include Subscriber related expenses, Broadcasting and transmission, Sales and marketing, Technology and development, General and administrative, Depreciation and amortization, and Impairment of goodwill[195](index=195&type=chunk)[196](index=196&type=chunk)[197](index=197&type=chunk)[198](index=198&type=chunk)[199](index=199&type=chunk)[200](index=200&type=chunk)[201](index=201&type=chunk) - Other income (expense) primarily consists of changes in fair value of financial instruments, interest expense, and amortization of debt discount[201](index=201&type=chunk) [Results of Operations for the Three and Six Months Ended June 30, 2022 and 2021](index=44&type=section&id=Results%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030,%202022%20and%202021) Analyzes financial performance for Q2 and H1 2022 vs. 2021, showing revenue growth alongside increased expenses and net losses [Revenue](index=44&type=section&id=Revenue) Total revenues significantly increased due to subscriber growth, higher package prices, and advertising revenue from the Molotov acquisition | Revenue (in millions) | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | Change | | :-------------------- | :--------------------------- | :--------------------------- | :----- | | Total Revenues | $221.9 | $130.9 | +$91.0 |\ | Subscription Revenue | | | +$85.6 |\ | Advertising Revenue | | | +$5.6 | | Revenue (in millions) | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | Change | | :-------------------- | :--------------------------- | :--------------------------- | :------ | | Total Revenues | $463.9 | $250.6 | +$213.3 |\ | Subscription Revenue | | | +$197.6 |\ | Advertising Revenue | | | +$16.1 | - Subscription revenue increase was due to increases in subscriber base and subscription package prices[207](index=207&type=chunk) - Advertising revenue increase was partly due to the acquisition of Molotov S.A.S[206](index=206&type=chunk)[207](index=207&type=chunk) [Subscriber related expenses](index=45&type=section&id=Subscriber%20related%20expenses) Subscriber-related expenses rose substantially due to higher affiliate distribution rights and increased subscriber base costs | Expense (in millions) | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | Change | | :-------------------- | :--------------------------- | :--------------------------- | :----- | | Subscriber related expenses | $218.9 | $120.5 | +$98.4 | | Expense (in millions) | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | Change | | :-------------------- | :--------------------------- | :--------------------------- | :------ | | Subscriber related expenses | $464.6 | $233.8 | +$230.8 | - The increase was primarily due to higher affiliate distribution rights and other distribution costs resulting from an increase in subscribers[208](index=208&type=chunk)[209](index=209&type=chunk) [Broadcasting and transmission](index=45&type=section&id=Broadcasting%20and%20transmission) Broadcasting and transmission expenses increased due to additional channel launches and a growing subscriber base | Expense (in millions) | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | Change | | :-------------------- | :--------------------------- | :--------------------------- | :----- | | Broadcasting and transmission | $17.2 | $12.4 | +$4.8 | | Expense (in millions) | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | Change | | :-------------------- | :--------------------------- | :--------------------------- | :------ | | Broadcasting and transmission | $37.5 | $22.9 | +$14.5 | - The increase was primarily due to higher linear feeds from additional channel launches and an increase in subscribers[210](index=210&type=chunk)[211](index=211&type=chunk) [Sales and marketing](index=45&type=section&id=Sales%20and%20marketing) Sales and marketing expenses significantly increased due to higher customer acquisition costs, stock-based compensation, and payroll | Expense (in millions) | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | Change | | :-------------------- | :--------------------------- | :--------------------------- | :----- | | Sales and marketing | $30.8 | $21.5 | +$9.3 | | Expense (in millions) | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | Change | | :-------------------- | :--------------------------- | :--------------------------- | :------ | | Sales and marketing | $77.0 | $43.7 | +$33.3 | - Key drivers for the increase include higher marketing expenses for customer acquisition in both streaming and wagering segments, increased stock-based compensation, and payroll expenses due to staff additions[212](index=212&type=chunk)[213](index=213&type=chunk) [Technology and development](index=46&type=section&id=Technology%20and%20development) Technology and development expenses increased due to higher payroll, software, contractor costs, and acquisition-related expenses | Expense (in millions) | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | Change | | :-------------------- | :--------------------------- | :--------------------------- | :----- | | Technology and development | $20.9 | $20.0 | +$0.9 | | Expense (in millions) | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | Change | | :-------------------- | :--------------------------- | :--------------------------- | :------ | | Technology and development | $42.3 | $31.4 | +$10.9 | - Increases were driven by higher payroll, software, and contractor expenses, and costs from the acquisitions of Edisn Inc. and Molotov, partially offset by a decrease in stock-based compensation[215](index=215&type=chunk)[216](index=216&type=chunk) [General and Administrative](index=46&type=section&id=General%20and%20Administrative) General and administrative expenses increased for the six-month period, driven by the Molotov acquisition and wagering segment costs | Expense (in millions) | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | Change | | :-------------------- | :--------------------------- | :--------------------------- | :----- | | General and administrative | $27.4 | $28.3 | -$0.8 | | Expense (in millions) | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | Change | | :-------------------- | :--------------------------- | :--------------------------- | :------ | | General and administrative | $59.7 | $46.4 | +$13.2 | - The six-month increase was primarily due to the Molotov acquisition, increased payroll, and player-related expenses in the wagering segment, partially offset by a decrease in stock-based compensation[218](index=218&type=chunk) [Depreciation and amortization](index=46&type=section&id=Depreciation%20and%20amortization) Depreciation and amortization expenses varied, influenced by customer list amortization and Molotov acquisition intangibles | Expense (in millions) | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | Change | | :-------------------- | :--------------------------- | :--------------------------- | :----- | | Depreciation and amortization | $8.5 | $9.2 | -$0.7 | | Expense (in millions) | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | Change | | :-------------------- | :--------------------------- | :--------------------------- | :----- | | Depreciation and amortization | $20.0 | $18.5 | +$1.5 | - The changes were primarily related to the full amortization of a customer list in the streaming segment, partially offset by an increase in amortization of intangible assets from the Molotov acquisition[219](index=219&type=chunk)[220](index=220&type=chunk) [Impairment of goodwill](index=47&type=section&id=Impairment%20of%20goodwill) A **$10.7 million** non-cash goodwill impairment charge was recorded for the wagering segment due to operational changes - Recognized a non-cash goodwill impairment charge of **$10.7 million** for the wagering segment during the three and six months ended June 30, 2022[221](index=221&type=chunk) - The impairment was due to changes in operating conditions, including temporary delays of launches in new markets[221](index=221&type=chunk) - No impairment charge was recorded for the streaming segment, as its fair value was **101.7%** of its carrying value[222](index=222&type=chunk) [Other Income (Expense)](index=47&type=section&id=Other%20Income%20(Expense)) Total other expense decreased due to reduced changes in warrant liabilities fair value and lower debt discount amortization | Other Income (Expense) (in millions) | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | Change | | :----------------------------------- | :--------------------------- | :--------------------------- | :----- | | Total other income (expense) | $(4.1) | $(14.6) | +$10.5 | | Other Income (Expense) (in millions) | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | Change | | :----------------------------------- | :--------------------------- | :--------------------------- | :----- | | Total other income (expense) | $(10.1) | $(20.2) | +$10.1 | - The decrease in other expense was primarily due to a reduction in the change in fair value of warrant liabilities and lower amortization of debt discount[223](index=223&type=chunk)[224](index=224&type=chunk) [Income tax benefit](index=47&type=section&id=Income%20tax%20benefit) Income tax benefit decreased due to a reduced ability to recognize tax benefits from company losses | Income Tax Benefit (in millions) | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | Change | | :------------------------------- | :--------------------------- | :--------------------------- | :----- | | Income tax benefit | $0.4 | $0.8 | -$0.4 | | Income Tax Benefit (in millions) | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | Change | | :------------------------------- | :--------------------------- | :--------------------------- | :----- | | Income tax benefit | $0.8 | $1.2 | -$0.5 | - The decrease in income tax benefit was primarily due to a decline in the ability to recognize tax benefits related to losses[225](index=225&type=chunk)[226](index=226&type=chunk) [Key Metrics & Non-GAAP Measures](index=48&type=section&id=Key%20Metrics%20%26%20Non-GAAP%20Measures) Discusses key non-GAAP metrics like North America Paid Subscribers, ARPU, ACPU, and Adjusted Contribution Margin [North America Paid Subscribers](index=48&type=section&id=North%20America%20Paid%20Subscribers) North America paid subscribers increased to **0.9 million** as of June 30, 2022, reflecting user base growth | Metric | June 30, 2022 | June 30, 2021 | | :---------------------- | :------------ | :------------ | | North America Paid Subscribers | 0.9 million | 0.7 million | [Non-GAAP North America Monthly Average Revenue Per User](index=48&type=section&id=Non-GAAP%20North%20America%20Monthly%20Average%20Revenue%20Per%20User) North America Monthly ARPU remained stable, showing a slight increase, indicating consistent revenue generation per subscriber | Metric | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Non-GAAP North America Monthly ARPU | $71.38 | $71.16 | [Non-GAAP North America Monthly Average Cost Per User](index=48&type=section&id=Non-GAAP%20North%20America%20Monthly%20Average%20Cost%20Per%20User) North America Monthly ACPU increased, reflecting higher variable expenses incurred per subscriber | Metric | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Non-GAAP North America Monthly ACPU | $70.91 | $66.32 | [Non-GAAP North America Adjusted Contribution Margin](index=48&type=section&id=Non-GAAP%20North%20America%20Adjusted%20Contribution%20Margin) North America Adjusted Contribution Margin significantly decreased, indicating reduced per-subscriber profitability | Metric | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Non-GAAP North America Adjusted Contribution Margin | 0.7% | 6.8% | [Reconciliation of Certain GAAP to Non-GAAP Metrics](index=49&type=section&id=Reconciliation%20of%20Certain%20GAAP%20to%20Non-GAAP%20Metrics) Reconciles GAAP revenue and expenses to non-GAAP Platform Bookings, Variable COGS, and Adjusted Contribution Margin for transparency | Metric (in thousands) | Six Months Ended June 30, 2022 | | :------------------------------------ | :----------------------------- | | Non-GAAP North America Platform Bookings | $450,301 |\ | Non-GAAP North America Variable COGS | $447,370 |\ | Non-GAAP North America Adjusted Contribution Margin | 0.7% | [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is supported by cash and investments, with ongoing capital raising through equity and debt offerings | Metric (in millions) | June 30, 2022 | | :------------------- | :------------ | | Cash, cash equivalents, and restricted cash | $278.8 |\ | Short-term investments | $100.0 | - Sold 29,843,580 shares of common stock in at-the-market offerings, generating approximately **$220.2 million** in net proceeds during the six months ended June 30, 2022[236](index=236&type=chunk) - Entered into a new sales agreement on August 4, 2022, to sell up to **$350.0 million** of common stock[237](index=237&type=chunk) - Filed an additional shelf registration statement on Form S-3 on August 5, 2022, for up to **$750.0 million** in various securities[237](index=237&type=chunk) [Cash Flows](index=51&type=section&id=Cash%20Flows) Cash flow analysis reveals increased cash usage in operations and investing, offset by cash provided from financing activities | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(217,832) | $(87,424) |\ | Net cash used in investing activities | $(107,166) | $(5,178) |\ | Net cash provided by financing activities | $224,401 | $368,525 | - Net cash used in operating activities increased primarily due to a net loss of **$257.1 million** and cash outflows from changes in operating assets and liabilities[242](index=242&type=chunk) - Net cash used in investing activities increased significantly, primarily due to **$100.0 million** in purchases of short-term investments[244](index=244&type=chunk) - Net cash provided by financing activities was mainly from **$220.2 million** in net proceeds from at-the-market offerings[246](index=246&type=chunk) [Off-Balance Sheet Arrangements](index=52&type=section&id=Off-Balance%20Sheet%20Arrangements) The company reported no off-balance sheet arrangements as of June 30, 2022 - As of June 30, 2022, there were no off-balance sheet arrangements[248](index=248&type=chunk) [Critical Accounting Policies and Estimates](index=52&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) No material changes to critical accounting policies were reported, emphasizing judgment and estimates in financial reporting - No material changes to critical accounting policies from those disclosed in the Annual Report[250](index=250&type=chunk) - Preparation of financial statements requires management to make estimates and assumptions affecting reported amounts of assets, liabilities, revenues, and expenses[249](index=249&type=chunk) [Recently Issued Accounting Pronouncements](index=52&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) Refers to Note 3 for recent accounting policies, with ongoing assessment of new pronouncements - Refer to Note 3 for a discussion of recent accounting policies[251](index=251&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=52&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Discusses the company's exposure to interest rate and foreign currency risks and their potential financial impact [Interest Rate Risk](index=52&type=section&id=Interest%20Rate%20Risk) Interest rate risk is tied to cash and fixed-rate debt; a 10% rate change would not materially impact financials | Metric (in millions) | June 30, 2022 | | :------------------- | :------------ | | Cash, cash equivalents, and restricted cash | $278.8 |\ | Short-term investments | $100.0 |\ | Outstanding indebtedness | $410.0 | - Outstanding indebtedness bears interest at a fixed rate[253](index=253&type=chunk) - A hypothetical **10%** change in interest rates would not have resulted in a material impact on consolidated financial statements as of June 30, 2022[253](index=253&type=chunk) [Foreign Currency Risk](index=52&type=section&id=Foreign%20Currency%20Risk) Foreign currency risk is primarily with the euro; a 10% weakening would not materially affect revenue or operating income - Revenues denominated in currencies other than the U.S. dollar account for approximately **2.5%** of consolidated revenue for the three and six months ended June 30, 2022[254](index=254&type=chunk) - Primary foreign currency risk is with the euro[254](index=254&type=chunk) - A hypothetical **10%** weakening of the euro relative to the U.S. dollar would not materially affect revenue and operating income[254](index=254&type=chunk) [Item 4. Controls and Procedures](index=53&type=section&id=Item%204.%20Controls%20and%20Procedures) Details disclosure controls and procedures, affirming effectiveness and reporting no material changes in internal control [Limitations on effectiveness of controls and procedures](index=53&type=section&id=Limitations%20on%20effectiveness%20of%20controls%20and%20procedures) Controls provide reasonable, not absolute, assurance due to inherent limitations, resource constraints, and judgment - Controls and procedures provide only reasonable assurance, not absolute, due to inherent limitations[255](index=255&type=chunk) - Management applies judgment in evaluating the benefits of controls relative to their costs[255](index=255&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=54&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Disclosure controls and procedures were deemed effective at a reasonable assurance level as of June 30, 2022 - Disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2022[257](index=257&type=chunk) [Changes in Internal Control over Financial Reporting](index=54&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No material changes in internal control over financial reporting were identified during the quarter - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2022[258](index=258&type=chunk) [PART II - OTHER INFORMATION](index=55&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) Presents additional information not covered in the financial statements, including legal proceedings and risk factors [Item 1. Legal Proceedings](index=55&type=section&id=Item%201.%20Legal%20Proceedings) Details ongoing legal proceedings, including class action lawsuits, which management intends to vigorously defend - The Company is involved in two consolidated class action lawsuits (Said-Ibrahim v. fuboTV Inc. and Lee v. fuboTV, Inc.) alleging federal securities law violations[262](index=262&type=chunk)[263](index=263&type=chunk)[264](index=264&type=chunk)[266](index=266&type=chunk) - Another lawsuit, Andrew Kriss and Eric Lerner vs. FaceBank Group, Inc. et. al., asserts claims for breach of contract, fraud, and other related issues[267](index=267&type=chunk) - Management believes the claims in all lawsuits are without merit and intends to vigorously defend them[266](index=266&type=chunk)[267](index=267&type=chunk) [Item 1A. Risk Factors](index=56&type=section&id=Item%201A.%20Risk%20Factors) Details numerous financial, operational, regulatory, and market-related risks that could adversely affect the company [Risks Related to Our Financial Position and Capital Needs](index=56&type=section&id=Risks%20Related%20to%20Our%20Financial%20Position%20and%20Capital%20Needs) Highlights a history of operating losses, capital needs, seasonality, and substantial debt requiring significant cash flow - The Company has incurred operating losses since inception, with a net loss of **$257.1 million** for the six months ended June 30, 2022, and expects to incur future operating losses[270](index=270&type=chunk) - Additional capital may be required to support business growth, which might not be available on acceptable terms or could lead to significant shareholder dilution[271](index=271&type=chunk) - Revenue and gross profit are subject to seasonality, with significantly higher levels in the third and fourth quarters, making results difficult to predict[273](index=273&type=chunk) - As of June 30, 2022, the Company had **$410.0 million** of outstanding indebtedness, requiring significant cash flow for servicing[278](index=278&type=chunk)[282](index=282&type=chunk) [Risks Related to Our Relationships with Content Providers, Customers and Other Third Parties](index=59&type=section&id=Risks%20Related%20to%20Our%20Relationships%20with%20Content%20Providers,%20Customers%20and%20Other%20Third%20Parties) Addresses risks from content commitments, contract renewals, subscriber retention, parity obligations, and reliance on third-party cloud providers - Long-term content commitments with minimum license fees may adversely impact liquidity and results if subscriber acquisition and retention do not meet expectations[289](index=289&type=chunk) - Failure to renew long-term content contracts on sufficiently favorable terms could lead to increased costs or loss of content rights[292](index=292&type=chunk) - Inability to attract and retain subscribers due to unsatisfactory content, competitive services, or customer service issues could adversely affect the business[295](index=295&type=chunk)[297](index=297&type=chunk) - Agreements with certain distribution partners may contain parity obligations, limiting the ability to pursue unique partnerships or offer differentiated products/services[298](index=298&type=chunk) - Reliance on Google Cloud Platform and Amazon Web Services for operations means any disruption or interference could adversely impact the business[314](index=314&type=chunk) [Risks Related to Our Financial Reporting and Disclosure](index=65&type=section&id=Risks%20Related%20to%20Our%20Financial%20Reporting%20and%20Disclosure) Covers risks from past internal control weaknesses, rapid growth management, financial system improvements, and key metric measurement challenges - Material weaknesses in internal control over financial reporting were identified in 2019 and 2020, though remediated as of December 31, 2021; future weaknesses could lead to loss of investor confidence[315](index=315&type=chunk)[316](index=316&type=chunk) - Failure to effectively manage rapid growth could strain operational and financial infrastructure, impacting service levels and financial condition[286](index=286&type=chunk)[318](index=318&type=chunk) - Key metrics and other estimates are subject to inherent measurement challenges; inaccuracies could harm reputation and business[320](index=320&type=chunk)[322](index=322&type=chunk) - Preparing and forecasting financial results involves judgments and estimates that may differ materially from actual results, potentially causing stock price decline if guidance is not met[323](index=323&type=chunk)[324](index=324&type=chunk) - Impairment in the carrying value of goodwill or long-lived assets could negatively affect operating results, as evidenced by the **$10.7 million** goodwill impairment charge for the wagering segment[325](index=325&type=chunk)[326](index=326&type=chunk) [Risks Related to Our Products and Technologies](index=67&type=section&id=Risks%20Related%20to%20Our%20Products%20and%20Technologies) Addresses competitive TV streaming, wagering market access, operational risks like inaccurate odds, and reliance on third-party data - The TV streaming industry is highly competitive, with many large technology and entertainment companies, requiring continuous differentiation to attract and retain subscribers[327](index=327&type=chunk)[332](index=332&type=chunk) - Future growth depends on the acceptance and growth of OTT advertising and platforms, and advertisers increasing their spend on such advertising[334](index=334&type=chunk)[335](index=335&type=chunk)[339](index=339&type=chunk) - Expansion into sports wagering subjects the business to evolving U.S. and foreign laws, which could limit expansion or impose restrictive regulations and taxes[342](index=342&type=chunk)[343](index=343&type=chunk)[344](index=344&type=chunk)[346](index=346&type=chunk) - Participation in the sports wagering industry exposes the company to new risks, including trading, liability management, pricing risk, payment processing, palpable errors, and reliance on third-party sports data providers[348](index=348&type=chunk)[350](index=350&type=chunk) - The success of the sports wagering business depends on gaining market access in states that legalize sports wagering and competing effectively in an intensely competitive market[352](index=352&type=chunk)[353](index=353&type=chunk)[362](index=362&type=chunk) - Failure of proprietary or third-party technology used in operations, including content delivery networks and data analytics systems, could adversely impact service and subscriber retention[364](index=364&type=chunk)[365](index=365&type=chunk) [Risks Related to Regulation](index=70&type=section&id=Risks%20Related%20to%20Regulation) Covers heavy gaming industry regulation, license risks, shareholder suitability, and impacts from changes in internet, payment, and tax laws - The gaming industry is heavily regulated, requiring the Company, its officers, directors, major shareholders, and business partners to obtain and maintain applicable licensure or approvals[371](index=371&type=chunk)[372](index=372&type=chunk)[374](index=374&type=chunk) - Gaming licenses can be revoked, suspended, or conditioned, potentially leading to cessation of product offerings in impacted jurisdictions[374](index=374&type=chunk) - Shareholders may be subject to suitability investigations by gaming authorities, and a finding of unsuitability could lead to redemption of shares[383](index=383&type=chunk)[387](index=387&type=chunk) - Changes in government regulations relating to the Internet, user privacy, data protection, payment processing, and taxation could require alterations to business practices and incur greater operating expenses[388](index=388&type=chunk)[389](index=389&type=chunk)[391](index=391&type=chunk)[392](index=392&type=chunk) - The Company is subject to taxation-related risks in multiple jurisdictions, including potential penalties for delinquent tax filings and impacts from changes in tax laws[393](index=393&type=chunk)[394](index=394&type=chunk)[395](index=395&type=chunk)[396](index=396&type=chunk) - Social responsibility concerns and public opinion can significantly influence sports wagering regulation, potentially leading to new restrictions or prohibitions[397](index=397&type=chunk)[398](index=398&type=chunk) [Risks Related to Our Operations](index=81&type=section&id=Risks%20Related%20to%20Our%20Operations) Addresses COVID-19 impacts, historical transaction defects, legal proceedings, international expansion challenges, and economic conditions - The COVID-19 pandemic and global containment efforts continue to create volatility, uncertainty, and economic disruption, impacting sports content availability, subscriber demand, and employee productivity[399](index=399&type=chunk)[400](index=400&type=chunk) - Defects with certain historical corporate transactions that were not properly authorized or documented could lead to future claims or liabilities[401](index=401&type=chunk)[402](index=402&type=chunk) - Legal proceedings, including class action lawsuits, can cause unforeseen expenses and divert significant management time and attention[403](index=403&type=chunk) - Failure to provide adequate levels of customer support could lead to subscriber loss and harm the business[404](index=404&type=chunk) - International expansion plans are subject to various economic, political, regulatory, and other risks, including differing legal requirements and competitive pressures[405](index=405&type=chunk)[407](index=407&type=chunk) - Dependence on highly skilled key personnel means inability to attract, retain, and motivate qualified employees could harm business development and growth[410](index=410&type=chunk) - Worldwide economic conditions, including rising inflation, may adversely affect advertising spending and consumer spending on TV streaming and sports wagering platforms[411](index=411&type=chunk)[412](index=412&type=chunk) - Strategic acquisitions and investments, such as Molotov and Edisn, involve risks related to integration, failure to realize anticipated benefits, and diversion of management's time[416](index=416&type=chunk) [Risks Related to Privacy and Cybersecurity](index=86&type=section&id=Risks%20Related%20to%20Privacy%20and%20Cybersecurity) Covers extensive global privacy and cybersecurity regulations, compliance risks, and threats to data integrity and service reliability - Subject to numerous legal requirements and obligations regarding privacy, security, and data protection (e.g., CCPA, CPRA, VCDPA, GDPR), with potential for substantial fines and reputational harm for non-compliance[418](index=418&type=chunk)[419](index=419&type=chunk)[421](index=421&type=chunk)[425](index=425&type=chunk) - Uncertainty regarding data transfer mechanisms (e.g., SCCs) for personal data from the UK/EEA to the US could affect service provision and financial results[423](index=423&type=chunk) - Computer systems and those of third parties are subject to cybersecurity threats, including cyber-attacks, which could result in service interruptions, data breaches, and theft of intellectual property[429](index=429&type=chunk)[430](index=430&type=chunk)[433](index=433&type=chunk) - Reliance on third-party cloud computing services and content delivery networks increases vulnerability to their technological or business-related disruptions and cybersecurity threats[431](index=431&type=chunk) [Risks Related to Our Intellectual Property](index=90&type=section&id=Risks%20Related%20to%20Our%20Intellectual%20Property) Addresses intellectual property infringement risks, the need for third-party licenses, and limitations from open-source software use - Risk of litigation regarding intellectual property rights, including claims of infringement or misappropriation, which could be costly and divert resources[436](index=436&type=chunk)[437](index=437&type=chunk) - Inability to obtain necessary or desirable third-party technology licenses could impair the ability to develop platform enhancements[447](index=447&type=chunk) - Inability to obtain licenses for streaming content from suppliers or other rights holders on favorable terms could be costly and harm the business[438](index=438&type=chunk)[440](index=440&type=chunk)[441](index=441&type=chunk) - Inadequate protection of technology, trademarks, and other proprietary rights could diminish brand value and adversely affect the business[442](index=442&type=chunk)[443](index=443&type=chunk) - Use of open-source software could impose limitations on the ability to commercialize the platform or require public release of source code[444](index=444&type=chunk)[446](index=446&type=chunk) [Risks Related to the 2026 Convertible Notes](index=92&type=section&id=Risks%20Related%20to%20the%202026%20Convertible%20Notes) Highlights risks related to 2026 Convertible Notes, including cash settlement, repurchase obligations, and accounting impact on financials - The Company may not have the ability to raise funds necessary to settle conversions of the 2026 Convertible Notes in cash or to repurchase them upon a fundamental change, potentially leading to default[448](index=448&type=chunk)[449](index=449&type=chunk) - The conditional conversion feature, if triggered, may adversely affect financial condition and operating results by requiring cash payments or reclassification of debt to current liability[450](index=450&type=chunk) - The accounting method for convertible debt securities (ASC 470-20 and ASU 2020-06) could materially affect reported financial results by increasing non-cash interest expense and impacting diluted earnings per share[451](index=451&type=chunk)[453](index=453&type=chunk) - Provisions in the indenture for the 2026 Convertible Notes may deter or prevent a business combination favorable to shareholders[454](index=454&type=chunk) [Risks Related to Ownership of our Common Stock](index=94&type=section&id=Risks%20Related%20to%20Ownership%20of%20our%20Common%20Stock) Addresses stock price volatility, potential dilution from future sales, and impact of analyst coverage on market price - The market price of common stock is subject to wide price fluctuations due to variations in operating results, market expectations, competition, and technical trading factors[455](index=455&type=chunk) - If a substantial number of shares become available for sale and are sold in a short period of time by existing shareholders, the market price of common stock could decline[456](index=456&type=chunk) - Future sales and issuances of capital stock, including through shelf registration statements, could result in substantial dilution to existing shareholders[457](index=457&type=chunk)[460](index=460&type=chunk) - If few securities or industry analysts publish research or reports, or if they publish adverse or misleading reports, the stock price and trading volume could decline[461](index=461&type=chunk) [General Risk Factors](index=95&type=section&id=General%20Risk%20Factors) Notes no cash dividends, investor reliance on stock appreciation, and potential inadequacy of insurance coverage - The Company has no plans to declare any cash dividends on its common stock in the foreseeable future, requiring investors to rely on stock price appreciation for gains[459](index=459&type=chunk) - Insurance coverage may not provide adequate levels of coverage against all claims, and any incurred loss could exceed policy limits[462](index=462&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=95&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported for the period - No unregistered sales of equity securities and no use of proceeds were reported[463](index=463&type=chunk) [Item 3. Defaults Upon Senior Securities](index=96&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported for the period - No defaults upon senior securities were reported[464](index=464&type=chunk) [Item 4. Mine Safety Disclosures](index=96&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - This item is not applicable[465](index=465&type=chunk) [Item 5. Other Information](index=96&type=section&id=Item%205.%20Other%20Information) The Board approved the 2022 Employment Inducement Equity Incentive Plan, reserving **3.25 million** shares for new employee awards - The Board approved the 2022 Employment Inducement Equity Incentive Plan on August 3, 2022, without shareholder approval, pursuant to NYSE Rule 303A.08[466](index=466&type=chunk) - An initial total of **3.25 million shares** of common stock are reserved for issuance under the Inducement Plan[466](index=466&type=chunk) - Awards under the plan are intended as a material inducement for individuals entering employment or in connection with mergers/acquisitions[466](index=466&type=chunk) [Item 6. Exhibits](index=96&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed with the 10-Q report, including corporate agreements and certifications - The exhibits include various corporate documents such as the Agreement and Plan of Merger, Articles of Incorporation, Forms of Common Stock Certificate and Warrant, Indenture for Convertible Senior Notes, and certifications[468](index=468&type=chunk)[471](index=471&type=chunk) [SIGNATURES](index=99&type=section&id=SIGNATURES) The report was signed by the Chief Executive Officer and Chief Financial Officer on August 8, 2022 - The report was signed by David Gandler, Chief Executive Officer, and John Janedis, Chief Financial Officer[476](index=476&type=chunk)[477](index=477&type=chunk) - Date of signing: August 8, 2022[476](index=476&type=chunk)[477](index=477&type=chunk)

fuboTV Inc. (NYSE:FUBO) Q2 2022 Earnings Conference Call August 4, 2022 5:30 PM ET Company Participants Alison Sternberg - Senior Vice President of Investor Relations David Gandler - Co-Founder and Chief Executive Officer John Janedis - Chief Financial Officer Conference Call Participants Clark Lampen - BTIG, LLC Laura Martin - Needham & Company, LLC Shweta Khajuria - Evercore ISI Dillon Heslin - ROTH Capital Partners Jed Kelly - Oppenheimer & Co. Inc. Nicholas Zangler - Stephens Inc. Operator Good day, and ...

| --- | --- | --- | --- | --- | --- | --- | |----------------|-------|--------------------------------------|-----------|---------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------| | fubo" | | fuloo" GUIDE \nLIVE TV NETWORKS | ★ NETWORK | | ( MENU \nNFL Network NFL Network is your 24/7, year-round NFL news c season and preseason ...

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) This section presents fuboTV Inc.'s unaudited condensed consolidated financial statements, including balance sheets, statements of operations, equity changes, and cash flows, with detailed notes for Q1 2022 and FY2021 [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets detail the company's financial position, including assets, liabilities, and equity, for Q1 2022 and FY2021 Condensed Consolidated Balance Sheet Highlights | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | Change (QoQ) | | :-------------------------------- | :------------------------------ | :------------------------------- | :----------- | | ASSETS | | | | | Cash and cash equivalents | $450,922 | $374,294 | +$76,628 | | Total current assets | $520,595 | $428,505 | +$92,090 | | Total assets | $1,455,760 | $1,369,778 | +$85,982 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | Total current liabilities | $327,555 | $337,297 | -$9,742 | | Convertible notes, net of discount | $392,217 | $316,354 | +$75,863 | | Total liabilities | $767,513 | $698,897 | +$68,616 | | Total stockholders' equity | $686,522 | $670,881 | +$15,641 | [Condensed Consolidated Statements of Operations](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations detail revenues, operating expenses, and net loss for Q1 2022 and Q1 2021, showing significant changes Condensed Consolidated Statements of Operations Highlights | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | Change (YoY) | | :---------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :----------- | | Total revenues | $242,019 | $119,720 | +$122,299 | | Subscription revenue | $219,168 | $107,114 | +$112,054 | | Advertising revenue | $23,152 | $12,606 | +$10,546 | | Wagering revenue | $(301) | $- | -$301 | | Total operating expenses | $377,260 | $184,802 | +$192,458 | | Operating loss | $(135,241) | $(65,082) | -$70,159 | | Net loss attributable to common stockholders | $(140,724) | $(70,110) | -$70,614 | | Basic and diluted net loss per share | $(0.89) | $(0.59) | -$0.30 | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) This statement outlines changes in stockholders' equity for Q1 2022 and Q1 2021, reflecting issuances, reclassifications, and net loss Changes in Stockholders' Equity (Q1 2022) | Metric | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :-------------------------- | :---------------------------- | :----------------------------- | | Common Stock (Shares) | 182,677,189 | 153,950,895 | | Common Stock (Amount) | $18 | $16 | | Additional Paid-In Capital | $1,837,195 | $1,691,206 | | Accumulated Deficit | $(1,137,335) | $(1,009,293) | | Total Stockholders' Equity | $686,522 | $670,881 | - Issuance of common stock from at-the-market offering contributed **$203,796 thousand** to additional paid-in capital[26](index=26&type=chunk) - Reclassification of 2026 Convertible Notes equity components to liability upon ASU 2020-06 adoption resulted in a decrease of **$87,946 thousand** in Additional Paid-In Capital and an increase of **$12,682 thousand** in Accumulated Deficit[26](index=26&type=chunk) - Stock-based compensation recognized was **$19,449 thousand**[26](index=26&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The cash flow statements present cash generated from or used in operating, investing, and financing activities for Q1 2022 and Q1 2021 Condensed Consolidated Statements of Cash Flows Highlights | Cash Flow Activity | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :---------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net cash used in operating activities | $(126,685) | $(53,867) | | Net cash used in investing activities | $(5,895) | $(2,379) | | Net cash provided by financing activities | $209,208 | $384,960 | | Net increase in cash, cash equivalents and restricted cash | $76,628 | $328,714 | | Cash, cash equivalents and restricted cash at end of period | $456,034 | $464,935 | [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations for the financial statements, covering policies, liquidity, acquisitions, revenue, and debt [Note 1 - Organization and Nature of Business](index=13&type=section&id=Note%201%20-%20Organization%20and%20Nature%20of%20Business) fuboTV Inc. is a Florida corporation focused on a technology-driven live TV streaming platform for sports, news, and entertainment, with revenues primarily from subscriptions and advertising in the U.S. The company expanded into online sports wagering in Iowa and Arizona in 2021 and plans further expansion - fuboTV Inc. offers a leading live TV streaming platform for sports, news, and entertainment[33](index=33&type=chunk) - Revenues are almost entirely derived from subscription services and advertising sales in the United States[33](index=33&type=chunk) - The company launched a business-to-consumer online sports wagering business ('Online Sportsbook') in Iowa and Arizona during 2021, with plans for additional states in 2022 and 2023[35](index=35&type=chunk) [Note 2 - Liquidity, Going Concern and Management Plans](index=13&type=section&id=Note%202%20-%20Liquidity%2C%20Going%20Concern%20and%20Management%20Plans) The company has an accumulated deficit and incurred a significant net loss for Q1 2022, but its current cash and cash equivalents, supplemented by recent equity financing, provide sufficient liquidity to continue as a going concern for at least one year Liquidity and Financial Position | Metric | Amount (as of March 31, 2022) | | :---------------------- | :---------------------------- | | Cash and cash equivalents | **$450.9 million** | | Working capital | **$193.0 million** | | Accumulated deficit | **$1,137.3 million** | | Net loss (Q1 2022) | **$140.8 million** | - Received net proceeds of approximately **$203.8 million** from sales of 27,443,580 shares of common stock through an At-The-Market Sales Agreement during Q1 2022[38](index=38&type=chunk) - Current cash and cash equivalents provide necessary liquidity for at least one year[40](index=40&type=chunk) [Note 3 - Summary of Significant Accounting Policies](index=14&type=section&id=Note%203%20-%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the company's significant accounting policies, including principles of consolidation, use of estimates, and segment reporting, highlighting the adoption of ASU 2020-06 - The company has two operating segments: streaming and wagering[46](index=46&type=chunk) - Adopted ASU 2020-06 on January 1, 2022, using the modified retrospective method, simplifying accounting for convertible instruments[56](index=56&type=chunk) Impact of ASU 2020-06 Adoption (in thousands) | Balance Sheet Item | December 31, 2021 (As Reported) | ASU 2020-06 Adjustments | January 1, 2022 (As Adjusted) | | :-------------------------- | :------------------------------ | :---------------------- | :---------------------------- | | 2026 Convertible Notes | $316,354 | $75,264 | $391,618 | | Additional paid-in capital | $1,691,206 | $(87,946) | $1,603,260 | | Accumulated deficit | $(1,009,293) | $12,682 | $(996,611) | [Note 4 – Acquisitions](index=17&type=section&id=Note%204%20%E2%80%93%20Acquisitions) The company acquired approximately 98.5% of Molotov S.A.S, a French TV streaming platform, for **€101.7 million** ($115.0 million) in December 2021, with preliminary purchase price allocation adjustments recorded in Q1 2022 - Acquired approximately **98.5%** of Molotov S.A.S, a French TV streaming platform, on December 6, 2021[62](index=62&type=chunk) - Total consideration for Molotov Acquisition was **€101.7 million** or **$115.0 million**, paid in cash (**$16.3 million**) and common stock (**$98.8 million**)[62](index=62&type=chunk) Molotov Acquisition: Assets Acquired | Assets Acquired (in thousands) | Amount | | :----------------------------- | :----- | | Cash | $818 | | Intangible assets | $18,429 | | Goodwill | $127,971 | Molotov Acquisition: Liabilities Assumed | Liabilities Assumed (in thousands) | Amount | | :--------------------------------- | :----- | | Accounts payable | $15,724 | | Accrued expenses and other current liabilities | $21,628 | [Note 5 - Revenue from Contracts with Customers](index=19&type=section&id=Note%205%20-%20Revenue%20from%20Contracts%20with%20Customers) The company's total revenue for Q1 2022 was **$242.0 million**, primarily from subscriptions (**$219.2 million**) and advertising (**$23.2 million**), with a negative wagering revenue of **$(0.3) million** Disaggregated Revenue | Revenue Type | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :----------- | :--------------------------------------------- | :--------------------------------------------- | | Subscriptions | $219,168 | $107,114 | | Advertising | $23,152 | $12,606 | | Wagering | $(301) | $- | | Total revenue | $242,019 | $119,720 | Subscription and Advertising Revenue by Region | Revenue by Region | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :------------------------ | :--------------------------------------------- | :--------------------------------------------- | | United States and Canada | $236,774 | $119,617 | | Rest of world | $5,546 | $103 | - Contract liabilities (deferred revenue) totaled **$43.0 million** as of March 31, 2022, a decrease from **$44.3 million** at December 31, 2021[74](index=74&type=chunk) [Note 6 - Property and equipment, net](index=20&type=section&id=Note%206%20-%20Property%20and%20equipment%2C%20net) Property and equipment, net, increased to **$7.3 million** as of March 31, 2022, from **$6.8 million** at December 31, 2021, with depreciation expense totaling **$0.4 million** for Q1 2022 Property and Equipment, Net | Category | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :------------------------------ | :---------------------------- | :----------------------------- | | Total property and equipment, net | $7,253 | $6,817 | - Depreciation expense for the three months ended March 31, 2022, was **$0.4 million**, up from **$0.1 million** in the prior year[76](index=76&type=chunk) [Note 7 - Intangible Assets and Goodwill](index=20&type=section&id=Note%207%20-%20Intangible%20Assets%20and%20Goodwill) Net intangible assets decreased to **$207.8 million** as of March 31, 2022, from **$218.2 million** at December 31, 2021, with amortization expense of **$12.1 million** for Q1 2022, and goodwill slightly decreased to **$627.6 million** Intangible Assets, Net | Intangible Asset | March 31, 2022 (Net Balance in thousands) | December 31, 2021 (Net Balance in thousands) | | :-------------------------------- | :---------------------------------------- | :----------------------------------------- | | Customer relationships | $7,610 | $11,860 | | Tradenames | $30,265 | $31,421 | | Software and technology | $155,373 | $160,280 | | Gaming licenses and market access fees | $14,509 | $14,625 | | Total intangible assets, net | $207,757 | $218,186 | - Amortization expense for intangible assets was **$12.1 million** for Q1 2022, up from **$9.1 million** in Q1 2021[79](index=79&type=chunk) Goodwill Changes (Q1 2022) | Goodwill Balance | Amount (in thousands) | | :--------------- | :-------------------- | | Balance - December 31, 2021 | $630,269 | | Balance - March 31, 2022 | $627,632 | - Goodwill decreased by **$2.6 million**, primarily due to a foreign currency translation adjustment of **$(2.1) million**[81](index=81&type=chunk) [Note 8 - Accounts Payable, Accrued Expenses and Other Long-Term Liabilities](index=22&type=section&id=Note%208%20-%20Accounts%20Payable%2C%20Accrued%20Expenses%20and%20Other%20Long-Term%20Liabilities) Total accounts payable, accrued expenses, and other long-term liabilities decreased slightly to **$278.1 million** as of March 31, 2022, from **$284.7 million** at December 31, 2021, with affiliate fees remaining the largest component Accounts Payable, Accrued Expenses and Other Long-Term Liabilities | Category | March 31, 2022 (in thousands) | December 31, 2021 (in thousands) | | :------------------------------------------ | :---------------------------- | :----------------------------- | | Affiliate fees | $171,915 | $177,692 | | Sales Tax | $30,007 | $27,316 | | Total | $278,067 | $284,725 | [Note 9 - Income Taxes](index=22&type=section&id=Note%209%20-%20Income%20Taxes) The company recognized an income tax benefit of **$0.4 million** for Q1 2022, primarily from a net reduction of the valuation allowance against deferred tax assets Income Tax Benefit | Metric | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :----------------- | :--------------------------------------------- | :--------------------------------------------- | | Income tax benefit | $403 | $465 | - A valuation allowance is maintained against a portion of deferred tax assets due to the 'more likely than not' realization threshold not being met[86](index=86&type=chunk) [Note 10 - Notes Payable, Long-Term Borrowing, and Convertible Notes](index=22&type=section&id=Note%2010%20-%20Notes%20Payable%2C%20Long-Term%20Borrowing%2C%20and%20Convertible%20Notes) The company's total outstanding debt was **$401.1 million** as of March 31, 2022, primarily consisting of **$402.5 million** in 2026 Convertible Notes, with ASU 2020-06 impacting non-cash interest expense Notes Payable, Long-Term Borrowing, and Convertible Notes | Note | Stated Interest Rate | Principal Balance (March 31, 2022, in thousands) | Net Balance (March 31, 2022, in thousands) | | :---------------------------- | :------------------- | :----------------------------------------------- | :----------------------------------------- | | 2026 Convertible Notes | 3.25% | $402,500 | $392,217 | | Note payable (CAM Digital Note) | 10.0% | $2,700 | $5,215 | | Total | | $408,837 | $401,075 | - The 2026 Convertible Notes were issued on February 2, 2021, with a **3.25%** interest rate, maturing on February 15, 2026[90](index=90&type=chunk) - Net proceeds from the 2026 Convertible Notes offering were approximately **$389.4 million**[90](index=90&type=chunk) - The fair value of the 2026 Convertible Notes was **$271.1 million** as of March 31, 2022[95](index=95&type=chunk) [Note 11 - Segments](index=24&type=section&id=Note%2011%20-%20Segments) The company operates in two reportable segments: streaming and wagering, with streaming generating **$242.3 million** in revenue for Q1 2022, and the majority of assets and revenue in the United States - The company operates two reportable segments: streaming and wagering, with the wagering business commencing operations in Q3 2021[99](index=99&type=chunk) Financial Performance by Reportable Segment (Q1 2022) | Segment | Revenue (Q1 2022, in thousands) | Adjusted Operating Expenses (Q1 2022, in thousands) | Total Assets (Q1 2022, in thousands) | Total Goodwill (Q1 2022, in thousands) | | :-------- | :------------------------------ | :-------------------------------------------------- | :----------------------------------- | :----------------------------------- | | Streaming | $242,320 | $347,850 | $1,379,311 | $616,950 | | Wagering | $(301) | $9,961 | $76,449 | $10,682 | | Total | $242,019 | $357,811 | $1,455,760 | $627,632 | Financial Performance by Geographical Location (Q1 2022) | Geographical Location | Total Revenue (Q1 2022, in thousands) | Total Assets (Q1 2022, in thousands) | | :-------------------- | :------------------------------------ | :----------------------------------- | | United States | $235,636 | $1,296,463 | | Rest of world | $6,383 | $159,297 | [Note 12 - Fair Value Measurements](index=25&type=section&id=Note%2012%20-%20Fair%20Value%20Measurements) The company had no warrant liabilities outstanding as of March 31, 2022, following a redemption of **$5.2 million** in Q1 2022 Changes in Level 3 Warrant Liabilities (Q1 2022) | Warrant Liabilities (in thousands) | Amount | | :------------------------------- | :----- | | Fair value at December 31, 2021 | $3,548 | | Change in fair value | $1,701 | | Redemption | $(5,249) | | Fair value at March 31, 2022 | $- | [Note 13 - Stockholders' Equity](index=25&type=section&id=Note%2013%20-%20Stockholders%27%20Equity) During Q1 2022, the company raised **$203.8 million** net proceeds from an at-the-market common stock offering, with stock-based compensation expense totaling **$19.4 million** - Received net proceeds of approximately **$203.8 million** from sales of 27,443,580 shares of common stock through an At-the-Market Sales Agreement during Q1 2022[112](index=112&type=chunk) Stock-Based Compensation Expense | Stock-Based Compensation Expense (in thousands) | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :---------------------------------------------- | :-------------------------------- | :-------------------------------- | | Total | $19,449 | $9,374 | - Unrecognized stock-based compensation expense related to unvested options was **$18.0 million** as of March 31, 2022, to be recognized over **2.0 years**[119](index=119&type=chunk) - Unrecognized stock-based compensation expense for time-based restricted stock units totaled **$69.7 million** as of March 31, 2022, with a weighted average remaining contractual term of **3.5 years**[127](index=127&type=chunk) - Granted **1.9 million** performance-based restricted stock units (PRSUs) to an employee on November 3, 2021, with a fair value of **$64.4 million**, vesting over **5 years** based on performance metrics[128](index=128&type=chunk) [Note 14 - Commitments and Contingencies](index=31&type=section&id=Note%2014%20-%20Commitments%20and%20Contingencies) The company has operating lease liabilities of **$43.4 million**, market access agreement obligations of **$10.8 million**, annual sponsorship agreements totaling **$49.7 million**, and sports rights agreements of **$81.6 million**, and is involved in several legal proceedings Contractual Obligations | Commitment | Total Obligation (in thousands) | | :-------------------------- | :------------------------------ | | Operating lease liabilities | $43,352 | | Market Access Agreements | $10,842 | | Annual Sponsorship Agreements | $49,708 | | Sports Rights Agreements | $81,572 | - The company is a defendant in a consolidated securities class action lawsuit (Said-Ibrahim v. fuboTV Inc.) alleging violations of federal securities laws[143](index=143&type=chunk)[145](index=145&type=chunk)[147](index=147&type=chunk) - A derivative lawsuit (Rosenfeld v. Edgar Bronfman Jr.) was dismissed with prejudice on July 28, 2021[150](index=150&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations for Q1 2022, discussing business overview, strategies, revenue and expense trends, key metrics, liquidity, and cash flows [Overview](index=36&type=section&id=Overview) fuboTV's business model focuses on leveraging sports to acquire subscribers, driving engagement through technology, and increasing monetization through advertising and wagering, with core strategies to grow its paid subscriber base, optimize engagement, and increase monetization - Business motto: 'come for the sports, stay for the entertainment'[154](index=154&type=chunk) - Core strategies include growing paid subscriber base, optimizing engagement and retention, and increasing monetization[156](index=156&type=chunk) - The COVID-19 pandemic has accelerated the shift to streaming TV and advertising budgets to streaming, largely unaffected the company's overall business positively in 2021 and Q1 2022[158](index=158&type=chunk) [Nature of Business](index=37&type=section&id=Nature%20of%20Business) fuboTV operates as a leading live TV streaming platform, primarily generating revenue from subscriptions and advertising in the U.S., with recent international expansion and the launch of Fubo Sportsbook in Iowa and Arizona in Q4 2021 - fuboTV is a leading live TV streaming platform for sports, news, and entertainment[159](index=159&type=chunk) - Revenues are almost entirely derived from subscription services and advertising sales in the United States, with international operations in Canada, Spain, and France[159](index=159&type=chunk) - Launched Fubo Sportsbook in Iowa and Arizona in Q4 2021, with plans to expand to additional states in 2022[161](index=161&type=chunk) [Seasonality](index=37&type=section&id=Seasonality) The company experiences significant seasonality, with higher revenue and subscriber additions in the third and fourth quarters, primarily driven by major sports leagues like the National Football League, a trend also anticipated for the Fubo Sportsbook - Significantly higher revenue and subscriber additions occur in the third and fourth quarters, driven by sports leagues, especially the National Football League[162](index=162&type=chunk) - Subscribers typically decline from the fourth quarter through the first and second quarters of the following year[162](index=162&type=chunk) - Similar seasonal trends and user behavior are anticipated for the Fubo Sportsbook[162](index=162&type=chunk) [Segments](index=37&type=section&id=Segments) Since Q3 2021, the company operates and reports results through two segments: streaming and wagering, with the Chief Operating Decision Maker (CODM) evaluating performance and allocating resources based on revenue and adjusted operating expenses for each segment - Operates through two operating and reportable segments: streaming and wagering, following the launch of the wagering business in Q3 2021[163](index=163&type=chunk) - The CODM (Chief Executive Officer) reviews revenue and adjusted operating expenses to assess segment performance and allocate resources[163](index=163&type=chunk) [Components of Results of Operations](index=37&type=section&id=Components%20of%20Results%20of%20Operations) This section defines the key revenue streams—subscription, advertising, and wagering—and outlines the primary operating expense categories, including subscriber-related, broadcasting and transmission, sales and marketing, technology and development, general and administrative, and depreciation and amortization - Revenue streams include Subscription (from plans), Advertising (from ad impressions), and Wagering (net of payouts and incentives)[164](index=164&type=chunk)[165](index=165&type=chunk)[167](index=167&type=chunk) - Operating expenses comprise Subscriber related expenses (affiliate rights), Broadcasting and transmission (signal acquisition/retransmission), Sales and marketing (payroll, campaigns), Technology and development (payroll, software, hosting), General and administrative (payroll, professional fees), and Depreciation and amortization (fixed assets, intangibles)[168](index=168&type=chunk)[169](index=169&type=chunk)[170](index=170&type=chunk)[171](index=171&type=chunk)[172](index=172&type=chunk)[173](index=173&type=chunk) [Results of Operations for the three months ended March 31, 2022 and 2021](index=39&type=section&id=Results%20of%20Operations%20for%20the%20three%20months%20ended%20March%2031%2C%202022%20and%202021) For Q1 2022, total revenues increased significantly to **$242.0 million**, driven by higher subscription and advertising revenues, but total operating expenses also rose substantially to **$377.3 million**, leading to an increased operating loss of **$135.2 million** and a net loss of **$140.8 million** Key Financial Results (Q1 2022 vs. Q1 2021) | Metric | Q1 2022 (in thousands) | Q1 2021 (in thousands) | YoY Change | | :-------------------------- | :--------------------- | :--------------------- | :--------- | | Total revenues | $242,019 | $119,720 | +$122,299 | | Total operating expenses | $377,260 | $184,802 | +$192,458 | | Operating loss | $(135,241) | $(65,082) | -$70,159 | | Net loss | $(140,817) | $(70,186) | -$70,631 | - Subscription revenue increased by **$112.1 million**, and advertising revenue increased by **$10.5 million**, contributing to the overall revenue growth[178](index=178&type=chunk)[179](index=179&type=chunk) - Subscriber related expenses increased by **$132.4 million** due to higher affiliate distribution rights and subscriber growth[180](index=180&type=chunk) - Sales and marketing expenses increased by **$24.0 million**, driven by an **$8.2 million** increase in stock-based compensation and **$15.8 million** in marketing for new streaming customers[182](index=182&type=chunk) - Technology and development expenses rose by **$10.0 million**, primarily due to payroll, the Edisn Inc. acquisition, wagering segment expenses, and software costs[183](index=183&type=chunk) - General and administrative expenses increased by **$14.0 million**, influenced by wagering segment expenses, payroll, the Molotov S.A.S acquisition, sales tax accrual, and stock-based compensation[184](index=184&type=chunk) [Key Metrics & Non-GAAP Measures](index=40&type=section&id=Key%20Metrics%20%26%20Non-GAAP%20Measures) The company uses non-GAAP metrics like North America Paid Subscribers, Monthly Average Revenue Per User (ARPU), Monthly Average Cost Per User (ACPU), and Adjusted Contribution Margin (ACM) to evaluate performance, with North America paid subscribers reaching **1.1 million** and ARPU at **$71.03** as of March 31, 2022 North America Key Metrics | Metric | March 31, 2022 | March 31, 2021 | YoY Change | | :-------------------------------- | :------------- | :------------- | :----------- | | North America Paid Subscribers | 1.1 million | 0.6 million | +0.5 million | | North America Monthly ARPU | $71.03 | $69.88 | +$1.15 | | North America Monthly ACPU | $71.57 | $66.24 | +$5.33 | | North America Adjusted Contribution Margin | (0.8)% | 5.2% | -6.0 percentage points | [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is primarily supported by subscriber and advertising revenues, along with equity and debt financings, with **$450.9 million** in cash and cash equivalents as of March 31, 2022, bolstered by **$203.8 million** from an at-the-market equity offering - Primary cash sources are subscriber receipts, advertising revenue, and proceeds from equity and debt financings[196](index=196&type=chunk) - Primary uses of cash include content/programming license fees, operating expenses, and wagering business launch/operations[196](index=196&type=chunk) Liquidity Position | Metric | Amount (as of March 31, 2022) | | :------------------------ | :---------------------------- | | Cash and cash equivalents | **$450.9 million** | - Raised approximately **$203.8 million** net proceeds from an at-the-market equity offering during Q1 2022[196](index=196&type=chunk) - Existing cash is expected to provide necessary liquidity for at least the next twelve months[198](index=198&type=chunk) [Cash Flows](index=43&type=section&id=Cash%20Flows) For Q1 2022, net cash used in operating activities was **$126.7 million**, investing activities used **$5.9 million**, and financing activities provided **$209.2 million**, largely from the at-the-market equity offering Cash Flow Summary | Cash Flow Activity | Three Months Ended March 31, 2022 (in thousands) | Three Months Ended March 31, 2021 (in thousands) | | :------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Net cash (used in) operating activities | $(126,685) | $(53,867) | | Net cash (used in) investing activities | $(5,895) | $(2,379) | | Net cash provided by financing activities | $209,208 | $384,960 | - Operating cash outflow in Q1 2022 was primarily driven by a net loss of **$140.8 million**, partially offset by non-cash movements of **$34.4 million**[201](index=201&type=chunk) - Investing activities in Q1 2022 included **$4.0 million** for market access and license fees, **$1.0 million** for internal use software capitalization, and **$0.9 million** for property and equipment purchases[204](index=204&type=chunk) - Financing activities in Q1 2022 were primarily boosted by **$203.8 million** from the at-the-market offering and **$5.4 million** from stock option and warrant exercises[206](index=206&type=chunk) [Critical Accounting Policies and Estimates](index=44&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The company's financial statements rely on estimates and assumptions, but there have been no material changes to its critical accounting policies from those disclosed in the Annual Report - No material changes to critical accounting policies from those disclosed in the Annual Report[209](index=209&type=chunk) [Recently Issued Accounting Pronouncements](index=44&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) For a discussion of recent accounting policies, refer to Note 3 of the unaudited condensed consolidated financial statements - Refer to Note 3 for a discussion of recent accounting policies[210](index=210&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from interest rate fluctuations and foreign currency exchange rates, but a hypothetical **10%** change in either would not materially impact financial statements, given **$450.9 million** in cash equivalents and **$411.4 million** in fixed-rate debt - As of March 31, 2022, cash and cash equivalents were **$450.9 million**, primarily invested in money market funds[212](index=212&type=chunk) - Outstanding indebtedness totaled **$411.4 million**, including **$402.5 million** in convertible notes, all bearing fixed interest rates[212](index=212&type=chunk) - A hypothetical **10%** change in interest rates would not materially impact the consolidated financial statements[212](index=212&type=chunk) - Foreign currency risk primarily involves the euro, accounting for approximately **2%** of consolidated revenue for Q1 2022[213](index=213&type=chunk) - A hypothetical **10%** weakening of the euro relative to the U.S. dollar would not materially affect revenue and operating income[213](index=213&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Management acknowledges that disclosure controls and procedures provide reasonable assurance, not absolute, due to inherent limitations, and as of March 31, 2022, they were concluded to be effective at the reasonable assurance level, with no material changes in internal control over financial reporting during the quarter - Disclosure controls and procedures provide only reasonable assurance of achieving desired control objectives[214](index=214&type=chunk) - As of March 31, 2022, disclosure controls and procedures were effective at the reasonable assurance level[215](index=215&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended March 31, 2022[216](index=216&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings, including a consolidated securities class action lawsuit (Said-Ibrahim v. fuboTV Inc.) alleging federal securities law violations, which remains pending, while a derivative lawsuit was dismissed, and another contract/fraud case is pending a motion to dismiss - The company is a defendant in a consolidated securities class action lawsuit (Said-Ibrahim v. fuboTV Inc.) alleging violations of federal securities laws, which is currently pending[220](index=220&type=chunk)[222](index=222&type=chunk)[224](index=224&type=chunk) - A derivative lawsuit (Rosenfeld v. Edgar Bronfman Jr.) against certain directors and officers was dismissed with prejudice on July 28, 2021[225](index=225&type=chunk)[227](index=227&type=chunk) - A lawsuit (Andrew Kriss and Eric Lerner vs. FaceBank Group, Inc.) asserting claims for breach of contract, fraud, and unjust enrichment is pending a motion to dismiss[229](index=229&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) This section details numerous risks that could adversely affect the company's business, financial condition, and results of operations, spanning financial stability, relationships with content providers and customers, financial reporting, product and technology competitiveness, regulatory compliance, operational challenges, privacy and cybersecurity, intellectual property protection, and risks related to its convertible notes and common stock ownership [Risks Related to Our Financial Position and Capital Needs](index=47&type=section&id=Risks%20Related%20to%20Our%20Financial%20Position%20and%20Capital%20Needs) The company faces risks from historical and expected future operating losses, potential need for additional capital that may not be available on favorable terms, significant seasonality in revenue and gross profit, limitations on utilizing net operating loss carryforwards, and challenges in managing current and future debt obligations - The company has incurred operating losses since inception and expects to continue to incur substantial losses, with a net loss of **$140.8 million** for Q1 2022[232](index=232&type=chunk) - Additional capital may be required for business growth, but might not be available on acceptable terms, potentially leading to dilution for existing shareholders or restrictive debt covenants[234](index=234&type=chunk)[235](index=235&type=chunk) - Revenue and gross profit are subject to seasonality, with significantly higher levels in Q3 and Q4 due to sports leagues, making results difficult to predict and potentially harming the business if expectations are not met[236](index=236&type=chunk)[238](index=238&type=chunk) - The company may not be able to fully utilize its net operating loss carryforwards due to past and potential future ownership changes, which could increase future tax obligations[239](index=239&type=chunk)[241](index=241&type=chunk) - Outstanding indebtedness of **$411.4 million** (as of March 31, 2022) requires significant cash for servicing, and failure to manage this debt could adversely affect financial condition and operations[242](index=242&type=chunk)[243](index=243&type=chunk)[245](index=245&type=chunk) [Risks Related to Our Relationships with Content Providers, Customers and Other Third Parties](index=51&type=section&id=Risks%20Related%20to%20Our%20Relationships%20with%20Content%20Providers%2C%20Customers%20and%20Other%20Third%20Parties) The company's business is highly dependent on its relationships with content providers, facing risks from long-term content commitments, potential non-renewal of contracts on favorable terms, and the need to continuously attract and retain subscribers with popular content, along with challenges in maintaining adequate ad inventory, content provider restrictions, potential liability from content acquisition/production, and reliance on device partners for service delivery - Long-term content commitments, often with fixed minimum license fees, may limit operating flexibility and adversely affect liquidity if subscriber acquisition and retention do not meet expectations[252](index=252&type=chunk)[254](index=254&type=chunk) - Failure to renew long-term content contracts on sufficiently favorable terms or to obtain popular content could lead to loss of content rights, impacting subscriber retention and acquisition[256](index=256&type=chunk)[257](index=257&type=chunk) - Inability to attract and retain subscribers due to competitive offerings, changes in platform value perception, or high cancellation rates could adversely affect business growth[259](index=259&type=chunk)[260](index=260&type=chunk) - Agreements with distribution partners contain parity obligations that limit the company's ability to pursue unique partnerships or offer differentiated products/services[261](index=261&type=chunk) - Failure to maintain an adequate supply of ad inventory or compete effectively for advertising revenue with larger, more experienced competitors could harm the business[262](index=262&type=chunk)[264](index=264&type=chunk) - Content providers may refuse to license streaming content or impose restrictions on distribution and marketing, limiting the company's flexibility and potentially increasing costs[265](index=265&type=chunk)[268](index=268&type=chunk) - As a producer and distributor of content, the company faces potential liability for negligence, copyright infringement, or other claims, particularly with expanding original programming[274](index=274&type=chunk)[275](index=275&type=chunk) - Reliance on partners to make its service available on their devices means business could be adversely affected if partners cease providing access or demand unfavorable terms[277](index=277&type=chunk)[278](index=278&type=chunk) [Risks Related to Our Financial Reporting and Disclosure](index=56&type=section&id=Risks%20Related%20to%20Our%20Financial%20Reporting%20and%20Disclosure) The company faces risks related to financial reporting, including potential future material weaknesses in internal controls despite past remediation, and the need to comply with Exchange Act reporting obligations, as rapid growth strains operational and financial systems, and inaccuracies in key metrics or financial forecasts could harm reputation and stock price - Despite remediating material weaknesses in internal control over financial reporting as of December 31, 2021, future weaknesses could be identified, leading to loss of investor confidence[280](index=280&type=chunk)[281](index=281&type=chunk) - Failure to comply with Exchange Act reporting obligations could result in penalties, lawsuits, and restricted access to financing[282](index=282&type=chunk) - Rapid growth places significant demands on management and infrastructure, requiring continuous improvement of operational and financial systems to avoid adverse effects on billing services and financial reporting[285](index=285&type=chunk)[286](index=286&type=chunk) - Key metrics (e.g., ARPU, subscribers) are subject to measurement challenges, and real or perceived inaccuracies could harm reputation and business[287](index=287&type=chunk)[289](index=289&type=chunk) - Financial results rely on judgments and estimates, and actual results differing from guidance or analyst expectations could lead to a decline in stock price[291](index=291&type=chunk)[292](index=292&type=chunk) [Risks Related to Our Products and Technologies](index=58&type=section&id=Risks%20Related%20to%20Our%20Products%20and%20Technologies) The company operates in a highly competitive TV streaming market, facing challenges from large technology and entertainment companies, with growth dependent on the acceptance of OTT advertising and expanding content beyond live sports, while the sports wagering business introduces new risks related to evolving laws, trading, liability management, and reliance on third-party data providers, with technology failures, inadequate identity/location validation, and inability to attract/retain wagering users also posing adverse impacts - The TV streaming market is highly competitive, with large technology and entertainment companies, TV brands, and service operators actively focusing on this industry, making it difficult to attract or retain subscribers without differentiation[293](index=293&type=chunk)[294](index=294&type=chunk)[296](index=296&type=chunk) - Future growth depends on the acceptance and growth of OTT advertising, and failure to increase advertising revenue could harm business prospects[298](index=298&type=chunk)[299](index=299&type=chunk) - The company may not be successful at expanding content beyond live sports or overcoming its reputation as primarily a live sports streaming service[300](index=300&type=chunk) - Expansion into sports wagering subjects the business to a variety of unsettled and developing U.S. and foreign laws, which could lead to claims or harm operations[305](index=305&type=chunk)[306](index=306&type=chunk)[308](index=308&type=chunk) - Participation in the sports wagering industry exposes the company to new risks, including trading, liability management, pricing risk, payment processing, palpable errors, and reliance on third-party sports data providers, potentially leading to significant losses[310](index=310&type=chunk)[311](index=311&type=chunk)[318](index=318&type=chunk) - The success of the sports wagering business depends on gaining market access in states legalizing sports wagering, which may be limited by state regulations on the number of 'skins' (branded websites) permitted per license[313](index=313&type=chunk) - Failure of proprietary or third-party technology (e.g., CDNs, data analytics, payment processing) could impair service operation, subscriber retention, and new subscriber acquisition[324](index=324&type=chunk)[325](index=325&type=chunk) - Reliance on third-party providers for identity and geolocation validation, and real-time sports data, means inadequate performance or termination of these relationships could adversely affect operations and lead to regulatory action or reputational harm[326](index=326&type=chunk)[327](index=327&type=chunk)[328](index=328&type=chunk) [Risks Related to Regulation](index=66&type=section&id=Risks%20Related%20to%20Regulation) The gaming industry is heavily regulated, requiring extensive licensure and compliance, with potential for revocation or suspension of licenses and significant costs, and shareholders may also be subject to suitability investigations, while changes in internet and business regulations, payment processing rules, and tax laws across multiple jurisdictions could increase operating expenses and liabilities, and social responsibility concerns can also influence regulation and impact operations - The gaming industry is heavily regulated, requiring the company and its associates to obtain and maintain licenses and approvals, with failure potentially leading to business disruption, fines, or loss of licenses[331](index=331&type=chunk)[332](index=332&type=chunk)[335](index=335&type=chunk) - Shareholders may be subject to governmental oversight and suitability determinations by gaming authorities, with potential for redemption of shares if found unsuitable[343](index=343&type=chunk)[344](index=344&type=chunk)[347](index=347&type=chunk) - Changes in government regulations related to the Internet, user privacy, data protection, consumer protection, and taxation could require alterations to business practices and incur greater operating expenses[348](index=348&type=chunk)[349](index=349&type=chunk)[351](index=351&type=chunk) - The company is subject to payment processing risk, where increases in fees, changes in rules, or disruptions could adversely impact revenue and operating expenses[352](index=352&type=chunk) - Taxation-related risks exist in multiple jurisdictions, including potential fines for delinquent filings, collection of additional sales taxes, and impacts from changes in tax laws or interpretations[353](index=353&type=chunk)[354](index=354&type=chunk)[355](index=355&type=chunk)[356](index=356&type=chunk) - Social responsibility concerns and public opinion can significantly influence sports wagering regulation, potentially leading to harsher restrictions or prohibition, and increased compliance costs[358](index=358&type=chunk)[359](index=359&type=chunk) [Risks Related to Our Operations](index=71&type=section&id=Risks%20Related%20to%20Our%20Operations) The COVID-19 pandemic continues to pose risks to operations, content availability, and customer service, while the company also faces potential liability from historical corporate transaction defects and ongoing legal proceedings, with maintaining high-quality customer support crucial for subscriber retention, and international expansion plans subject to various economic, political, and regulatory risks, along with dependence on key personnel, impact of worldwide economic conditions, changes in marketing strategies, and risks associated with strategic acquisitions also affecting operations - The COVID-19 pandemic continues to impact sports content availability, potentially reducing consumer demand and subscription retention, and posing risks to customer service and employee productivity[360](index=360&type=chunk)[361](index=361&type=chunk) - Defects in historical corporate transactions could lead to claims, dilution of existing shareholders, or payments to security holders[363](index=363&type=chunk)[364](index=364&type=chunk) - Ongoing legal proceedings could cause unforeseen expenses, divert management's time, and negatively affect business operations and financial position[365](index=365&type=chunk) - Failure to provide adequate customer support could lead to subscriber loss and harm the company's business and reputation[366](index=366&type=chunk) - International expansion plans are subject to economic, political, regulatory, and other risks, including differing legal requirements, competitive pressures, and currency fluctuations[369](index=369&type=chunk)[370](index=370&type=chunk) - Dependence on highly skilled key personnel means inability to attract, retain, and motivate qualified employees could harm business development and growth[372](index=372&type=chunk) - Worldwide economic conditions can adversely affect advertising spending and consumer spending on discretionary items, impacting revenue and subscriber numbers[373](index=373&type=chunk)[374](index=374&type=chunk) - Changes in marketing strategies or loss of marketing channels could adversely affect marketing expenses and subscription levels[376](index=376&type=chunk)[377](index=377&type=chunk)[378](index=378&type=chunk) - Strategic acquisitions and investments involve risks such as integration difficulties, failure to realize anticipated benefits, and diversion of management's attention[379](index=379&type=chunk) [Risks Related to Privacy and Cybersecurity](index=75&type=section&id=Risks%20Related%20to%20Privacy%20and%20Cybersecurity) The company is subject to extensive and evolving legal requirements and obligations regarding privacy, security, and data protection, including CCPA, CPRA, VCDPA, and GDPR, with non-compliance or perceived failures potentially leading to regulatory investigations, fines, litigation, reputational damage, and increased operational costs, while cybersecurity threats, including cyber-attacks and data breaches, pose significant risks to system reliability, data integrity, and business operations - Subject to various international, federal, and state laws and regulations governing personal information processing, including CCPA, CPRA, VCDPA, and GDPR[380](index=380&type=chunk)[381](index=381&type=chunk)[383](index=383&type=chunk) - Non-compliance or perceived failures in privacy and data protection could result in substantial operational costs, regulatory investigations, fines (up to **4%** of global annual revenue or **€20 million** under GDPR), litigation, and reputational harm[383](index=383&type=chunk)[384](index=384&type=chunk)[388](index=388&type=chunk)[391](index=391&type=chunk) - The company's computer systems and those of third parties are vulnerable to cybersecurity threats, including cyber-attacks, viruses, and data breaches, which could lead to service interruptions, unauthorized data disclosure, or theft of intellectual property[393](index=393&type=chunk)[394](index=394&type=chunk) - Reliance on third-party cloud computing services and content delivery networks means disruptions or security issues with these providers could adversely impact user experience[395](index=395&type=chunk) - Efforts to prevent security breaches are expensive and require ongoing monitoring, and there is no assurance that insurance coverage will be adequate for data security liabilities[396](index=396&type=chunk)[397](index=397&type=chunk) [Risks Related to Our Intellectual Property](index=79&type=section&id=Risks%20Related%20to%20Our%20Intellectual%20Property) The company faces risks of costly intellectual property litigation, including claims of infringement or misappropriation, which could divert resources, restrict technology use, or require licensing, while inability to obtain necessary content licenses from rights holders could harm the business, and failure to adequately protect patents, trademarks, and trade secrets could diminish brand value, with the use of open-source software potentially imposing limitations on commercialization - The company could become subject to costly litigation regarding intellectual property rights, including claims of infringement or misappropriation, which could result in damages, restrictions on technology use, or the need for expensive licenses[398](index=398&type=chunk)[399](index=399&type=chunk) - Inability to obtain necessary or desirable third-party technology licenses could impair the ability to develop platform enhancements and harm competitiveness[408](index=408&type=chunk) - Failure to adequately protect patents, trade secrets, trademarks, and copyrights could diminish the value of the brand and other intangible assets[404](index=404&type=chunk)[405](index=405&type=chunk) - The use of open-source software in the platform could impose limitations on commercialization, potentially requiring public release of source code or licensing under unfavorable terms[406](index=406&type=chunk)[407](index=407&type=chunk) - Inability to obtain necessary or desirable third-party technology licenses could impair the ability to develop platform enhancements and harm competitiveness[408](index=408&type=chunk) [Risks Related to the 2026 Convertible Notes](index=81&type=section&id=Risks%20Related%20to%20the%202026%20Convertible%20Notes) The company may lack sufficient funds to settle conversions of the 2026 Convertible Notes in cash or repurchase them upon a fundamental change, potentially leading to default, while the conditional conversion feature, if triggered, could adversely affect liquidity by requiring cash payments or reclassification of debt to current liability, and accounting methods for convertible debt, particularly ASU 2020-06, could materially impact reported financial results and diluted EPS, with provisions in the indenture potentially deterring favorable business combinations - The company may not have the ability to raise funds necessary to settle conversions of the 2026 Convertible Notes in cash or to repurchase them upon a fundamental change, which could lead to default[409](index=409&type=chunk)[410](index=410&type=chunk) - If the conditional conversion feature is triggered, the company may be required to settle obligations in cash, adversely affecting liquidity, or reclassify debt as a current liability, reducing net working capital[412](index=412&type=chunk) - Accounting methods for convertible debt, specifically ASU 2020-06, could materially affect reported financial results by increasing non-cash interest expense and potentially impacting diluted earnings per share[413](index=413&type=chunk)[415](index=415&type=chunk) - Provisions in the indenture for the 2026 Convertible Notes, such as repurchase rights upon fundamental change and merger restrictions, may deter or prevent business combinations favorable to shareholders[416](index=416&type=chunk) [Risks Related to Ownership of our Common Stock](index=83&type=section&id=Risks%20Related%20to%20Ownership%20of%20our%20Common%20Stock) The company's stock price is highly volatile due to various factors, including operating results, market sentiment, and competition, while substantial sales of common stock by existing shareholders could depress the market price, and the company does not plan to declare cash dividends in the foreseeable future, with future equity issuances potentially diluting existing ownership, and limited analyst coverage or adverse reports also negatively impacting the stock price and trading volume - The market price of the common stock is subject to wide fluctuations due to factors like operating results, market sentiment, competition, and technical trading factors[417](index=417&type=chunk) - Substantial sales of common stock by existing shareholders, especially after lock-up periods expire, could significantly decrease the market price[418](index=418&type=chunk) - The company does not anticipate declaring any cash dividends on its common stock in the foreseeable future, requiring investors to rely on stock price appreciation for gains[422](index=422&type=chunk) - Future sales and issuances of capital stock, including through shelf registration statements, could dilute existing shareholders' ownership and reduce the stock price[423](index=423&type=chunk) - Limited or adverse research reports from securities or industry analysts could negatively impact the stock price and trading volume[424](index=424&type=chunk) [General Risk Factors](index=84&type=section&id=General%20Risk%20Factors) General risks include the potential for inadequate insurance coverage against claims and losses, which could adversely affect business prospects and financial condition - Insurance coverage may not provide adequate levels of coverage against all claims or losses, and any incurred losses could exceed policy limits, adversely affecting business[425](index=425&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=84&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports that there were no unregistered sales of equity securities or use of proceeds to disclose for the period - No unregistered sales of equity securities or use of proceeds to report[426](index=426&type=chunk) [Item 3. Defaults Upon Senior Securities](index=85&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities to report for the period - No defaults upon senior securities to report[427](index=427&type=chunk) [Item 4. Mine Safety Disclosures](index=85&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[428](index=428&type=chunk) [Item 5. Other Information](index=85&type=section&id=Item%205.%20Other%20Information) This section indicates that there is no other information to report for the period - No other information to report[429](index=429&type=chunk) [Item 6. Exhibits](index=85&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Form 10-Q, including various corporate documents, agreements, and certifications - The exhibits include corporate documents (Articles of Incorporation, Bylaws), agreements (Merger and Reorganization, Convertible Notes Indenture, Sales Agreement), and certifications (CEO/CFO certifications)[430](index=430&type=chunk)[431](index=431&type=chunk) SIGNATURES [SIGNATURES](index=87&type=section&id=SIGNATURES) The report is duly signed on behalf of fuboTV Inc. by its Chief Executive Officer, David Gandler, and Chief Financial Officer, John Janedis, on May 9, 2022 - Report signed by David Gandler (Chief Executive Officer) and John Janedis (Chief Financial Officer) on May 9, 2022[433](index=433&type=chunk)

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fuboTV Inc. (NYSE:FUBO) Deutsche Bank 30th Annual Media, Internet & Telecom Conference March 15, 2022 11:05 AM ET Company Participants David Gandler - Co-Founder and CEO Conference Call Participants Bryan Kraft - Deutsche Bank Disclaimer*: This transcript is designed to be used alongside the freely available audio recording on this page. Timestamps within the transcript are designed to help you navigate the audio should the corresponding text be unclear. The machine-assisted output provided is partly edited ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission ...