fuboTV(FUBO) - 2025 Q2 - Quarterly Report

PART I - FINANCIAL INFORMATION This section presents fuboTV Inc.'s unaudited condensed consolidated financial statements and management's analysis of financial condition and operations Item 1. Financial Statements This section presents fuboTV Inc.'s unaudited condensed consolidated financial statements, including balance sheets, statements of operations and comprehensive income (loss), statements of changes in shareholders' equity, and statements of cash flows, along with detailed notes explaining the company's organization, accounting policies, and specific financial line items for the periods ended June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheets This section presents the company's financial position, detailing assets, liabilities, and equity at specific dates Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | :-------------------- | | ASSETS | | | | | Cash and cash equivalents | $283,580 | $161,435 | +$122,145 | | Total current assets | $386,644 | $274,033 | +$112,611 | | Total assets | $1,192,386 | $1,077,428 | +$114,958 | | LIABILITIES & EQUITY | | | | | Total current liabilities | $558,992 | $515,322 | +$43,670 | | Convertible notes, net (non-current) | $187,525 | $332,383 | -$144,858 | | Total liabilities | $792,027 | $896,646 | -$104,619 | | Total shareholders' equity | $400,359 | $180,782 | +$219,577 | Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) This section details the company's revenues, expenses, and net income or loss over specific reporting periods Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $379,968 | $390,965 | $796,254 | $793,312 | | Total operating expenses | $385,967 | $426,640 | $827,674 | $892,300 | | Operating loss | $(5,999) | $(35,675) | $(31,420) | $(98,988) | | Total other income (expense) | $(1,875) | $9,941 | $216,682 | $17,038 | | Net income (loss) from continuing operations | $(8,026) | $(25,833) | $180,462 | $(82,162) | | Net income (loss) attributable to common shareholders | $(8,030) | $(25,272) | $180,463 | $(81,282) | | Basic EPS (Continuing Operations) | $(0.02) | $(0.08) | $0.53 | $(0.27) | | Diluted EPS (Continuing Operations) | $(0.02) | $(0.08) | $0.46 | $(0.27) | - The significant increase in total other income (expense) for the six months ended June 30, 2025, was primarily due to a $219.5 million gain on settlement of antitrust litigation[48][227] Condensed Consolidated Statements of Changes in Shareholders' Equity This section outlines the changes in the company's equity components, including net income and stock-based compensation Condensed Consolidated Statements of Changes in Shareholders' Equity (in thousands) | Metric (in thousands) | Balance at December 31, 2024 | Balance at June 30, 2025 | | :------------------------------------ | :--------------------------- | :----------------------- | | Total Shareholders' Equity | $180,782 | $400,359 | | Net income attributable to common shareholders | N/A | $180,463 | | Stock-based compensation | N/A | $20,103 | | Foreign currency translation adjustment | N/A | $16,312 | Condensed Consolidated Statements of Cash Flows This section summarizes cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by (used in) operating activities | $126,785 | $(99,549) | | Net cash used in investing activities | $(6,977) | $(7,686) | | Net cash provided by financing activities | $2,348 | $17,143 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $122,156 | $(90,092) | | Cash, cash equivalents and restricted cash at end of period | $289,728 | $161,328 | - The significant increase in net cash provided by operating activities for the six months ended June 30, 2025, was primarily due to $220.0 million received from the Antitrust Settlement[247] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations of the company's accounting policies and specific financial statement line items Note 1 - Organization and Nature of Business This note describes FuboTV Inc.'s primary business, its recent business combination, and antitrust settlement - FuboTV Inc. is primarily focused on offering a live TV streaming platform for sports, news, and entertainment, with revenues almost entirely derived from subscription services and advertisements in the United States, Canada, Spain, and France[40] - On January 6, 2025, the Company entered into a Business Combination Agreement with The Walt Disney Company and Hulu, LLC, which involves Hulu contributing certain assets to a newly formed entity (Newco) where Hulu will hold a 70% economic and voting interest, and Fubo will hold a 30% economic interest[42] - Concurrently with the Business Combination Agreement, Fubo settled its antitrust litigation against Disney, Fox, and Warner Bros. Discovery, Inc., receiving a cash payment of $220.0 million[48] - The Company revised its diluted earnings per share calculation for the three months ended March 31, 2025, to properly include potential common stock equivalents, resulting in a revised diluted EPS of $0.47 from $0.55[49][51] Note 2 - Liquidity, Going Concern and Management Plans This note assesses the company's short-term financial health and its plans to maintain sufficient liquidity Liquidity Metrics (in thousands) | Metric (in thousands) | June 30, 2025 | | :-------------------- | :------------ | | Cash and cash equivalents and restricted cash | $289,728 | | Working capital deficit | $(172,300) | | Accumulated deficit | $(1,837,300) | | Net income from continuing operations (YTD) | $180,500 | | Gain on settlement of litigation (YTD) | $219,500 | - The Company believes its current cash and cash equivalents provide sufficient liquidity for at least one year and has a commitment letter for up to $145.0 million in senior unsecured term loan available on January 5, 2026[54] Note 3 - Summary of Significant Accounting Policies This note outlines the key accounting principles and methods used in preparing the financial statements - The Company consolidates wholly-owned subsidiaries, non-wholly owned subsidiaries with controlling interest, and certain variable interest entities (VIEs)[57] - The Company operates as a single operating segment, the streaming business, as of June 30, 2025[62] Cash & Restricted Cash (in thousands) | Cash & Restricted Cash (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Cash and cash equivalents | $283,580 | $161,435 | | Restricted cash | $6,148 | $6,137 | | Total cash, cash equivalents and restricted cash | $289,728 | $167,572 | - The Company relies on Google Cloud Platform and Amazon Web Services for critical operations, and any disruption could adversely impact the business[67] - New accounting standards issued include ASU 2023-09 (Improvements to Income Tax Disclosures), ASU 2024-03/2025-01 (Expense Disaggregation Disclosures), and ASU 2024-04 (Induced Conversions of Convertible Debt Instruments), which the Company is currently evaluating for impact[75][76][77] Note 4 – Discontinued Operations This note reports on the financial impact of business segments that have been discontinued - The Company dissolved its wholly-owned subsidiary Fubo Gaming and ceased operation of Fubo Sportsbook on October 17, 2022[78] Net Income (Loss) from Discontinued Operations (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) from discontinued operations | $0 | $106 | $0 | $(149) | Note 5 - Revenue from Contracts with Customers This note details the company's revenue recognition policies and disaggregates revenue by type and geography Revenue by Type (in thousands) | Revenue Type (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Subscription (North America) | $344,356 | $354,887 | $727,792 | $720,457 | | Subscription (Rest of world) | $8,317 | $8,049 | $16,313 | $16,193 | | Total subscription revenues | $352,673 | $362,936 | $744,105 | $736,650 | | Advertising (North America) | $25,474 | $26,028 | $48,001 | $53,253 | | Advertising (Rest of world) | $377 | $257 | $731 | $501 | | Total advertising revenues | $25,851 | $26,285 | $48,732 | $53,754 | - Contract liabilities (deferred revenue) totaled approximately $80.5 million as of June 30, 2025, down from $98.4 million at December 31, 2024, with the majority expected to be recognized within the next month[84] Note 6 – Property and equipment, net This note provides a breakdown of the company's property and equipment, along with depreciation expenses Property and Equipment, Net (in thousands) | Property and Equipment (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :------------ | :---------------- | | Furniture and fixtures | $919 | $693 | | Computer equipment | $7,000 | $6,431 | | Leasehold improvements | $5,346 | $5,304 | | Less: Accumulated depreciation | $(7,147) | $(6,348) | | Total property and equipment, net | $6,118 | $6,080 | Depreciation Expense (in thousands) | Depreciation Expense (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Depreciation expense | $400 | $300 | $700 | $700 | Note 7 – Intangible Assets and Goodwill This note details the company's intangible assets, goodwill, and related amortization and impairment information Intangible Assets, Net (in thousands) | Intangible Assets (in thousands) | June 30, 2025 (Net Balance) | December 31, 2024 (Net Balance) | | :------------------------------- | :-------------------------- | :------------------------------ | | Trade names | $15,915 | $18,038 | | Capitalized internal use software | $21,573 | $21,151 | | Software and technology | $83,523 | $94,514 | | Total intangible assets, net | $121,011 | $133,703 | Amortization Expense (in thousands) | Amortization Expense (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Amortization expense | $9,800 | $9,200 | $19,300 | $18,100 | Goodwill (in thousands) | Goodwill (in thousands) | Balance at December 31, 2024 | Foreign currency translation adjustment | Balance at June 30, 2025 | | :---------------------- | :--------------------------- | :-------------------------------------- | :----------------------- | | Goodwill | $615,399 | $15,617 | $631,016 | - Goodwill includes a cumulative impairment charge of $148.1 million as of June 30, 2025, related to the historical FaceBank reporting unit[93] Note 8 – Accounts Payable, Accrued Expenses, and Other Long-term Liabilities This note provides a breakdown of the company's various current and long-term liabilities Liability Category (in thousands) | Liability Category (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Affiliate fees | $233,857 | $283,953 | | Selling and marketing | $7,743 | $22,580 | | Income tax payable | $4,866 | $315 | | Sales tax | $28,929 | $33,752 | | Total | $336,230 | $419,801 | Note 9 – Income Taxes This note details the company's income tax provision, effective tax rate, and deferred tax assets Income Tax Metric (in thousands) | Income Tax Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income tax provision | $(152) | $(99) | $(4,800) | $(212) | | Effective tax rate | 1.93% | 0.38% | 2.59% | 0.26% | - The income tax provision for the six months ended June 30, 2025, included a discrete tax expense of $5.3 million related to the Antitrust Settlement and stock-based compensation expense[96] - The Company maintains a full valuation allowance on all its U.S., French, and Spanish deferred tax assets, concluding they are not realizable on a more-likely-than-not basis[98] Note 10 – Notes Payable, Long-Term Borrowing, and Convertible Notes This note provides detailed information on the company's various debt instruments, including convertible notes Debt Instrument Details (in thousands) | Debt Instrument (in thousands) | Stated Interest Rate | Principal Balance (June 30, 2025) | Net Balance (June 30, 2025) | | :----------------------------- | :------------------- | :-------------------------------- | :-------------------------- | | 2026 Convertible Notes | 3.25% | $144,765 | $144,130 | | 2029 Convertible Notes | 7.5% (cash) / 10.0% (PIK) | $177,506 | $187,525 | | Note payable (CAM Digital Note) | 10.0% | $2,700 | $7,361 | | Bpifrance | 2.25% | $821 | $821 | | Other | 4.0% | $30 | $40 | | Total | | $325,822 | $339,877 | - The 2026 Convertible Notes mature on February 15, 2026, with an initial conversion price of $57.78 per share[103][104][105] - The 2029 Convertible Notes, issued January 2, 2024, have an initial conversion rate of 260.6474 shares per $1,000 principal amount (approx. $3.84/share) and mature on February 15, 2029[113][114][115] Fair Value of Convertible Notes (in thousands) | Fair Value (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------ | :------------ | :---------------- | | 2026 Convertible Notes | $141,200 | $111,800 | | 2029 Convertible Notes | $224,200 | $161,700 | Note 11 – Segments and Geographic Information This note outlines the company's operating segments and provides revenue breakdown by geographic region - The Company operates as a single operating segment, the streaming business, with substantially all tangible long-lived assets located in the United States[127] Revenue by Region (in thousands) | Revenue by Region (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | United States | $363,751 | $376,010 | $763,017 | $762,793 | | Rest of world | $16,217 | $14,955 | $33,237 | $30,519 | | Total revenue | $379,968 | $390,965 | $796,254 | $793,312 | Profitability Metric (in thousands) | Profitability Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Gross profit | $77,689 | $49,293 | $146,920 | $76,970 | | Net income (loss) from continuing operations | $(8,026) | $(25,833) | $180,462 | $(82,162) | Note 12 – Fair Value Measurements This note details the fair value hierarchy and measurements for the company's financial assets Financial Assets at Fair Value (in thousands) | Financial Assets at Fair Value (in thousands) | June 30, 2025 (Level 1) | December 31, 2024 (Level 1) | | :------------------------------------------ | :---------------------- | :-------------------------- | | Money market securities and time deposits | $233,120 | $111,130 | | Total financial assets at fair value | $233,120 | $111,130 | Note 13 – Shareholders' Equity This note provides details on the company's capital stock, stock-based compensation, and equity plans - Under the At-the-Market (ATM) sales agreement, the Company sold 28,791,969 shares for net proceeds of approximately $36.9 million during the six months ended June 30, 2024[133][134] - As of June 30, 2025, $112.0 million remained available for sale under the ATM program[134] Stock-Based Compensation Expense (in thousands) | Stock-Based Compensation Expense (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total stock-based compensation expense | $8,256 | $10,308 | $11,720 | $23,285 | - The 2020 Equity Incentive Plan was amended on June 17, 2025, increasing available shares by 20,000,000, with 27,565,801 shares available for future issuance as of June 30, 2025[137] - As of June 30, 2025, unrecognized stock-based compensation related to time-based restricted stock units totaled $48.1 million, with a weighted average remaining contractual term of 2.5 years[148] - During the six months ended June 30, 2025, the Company reversed $8.4 million of stock-based compensation expense and shares settled liability due to the forfeiture of the third tranche of MEP Project restricted stock awards[159] Note 14 – Commitments and Contingencies This note outlines the company's contractual obligations, legal proceedings, and potential liabilities Future Minimum Payments for Commitments (in thousands) | Commitment (in thousands) | Total Future Minimum Payments | | :------------------------ | :---------------------------- | | Operating lease liabilities | $35,375 | | Annual Sponsorship Agreements | $24,650 | | Sports Rights Agreements | $77,529 | - The Company is involved in patent infringement litigation with DISH Technologies, LLC, which is currently stayed pending inter partes review (IPR) proceedings at the PTAB[173][175][176] - The antitrust lawsuit against Disney, Fox, and WBD was settled on January 6, 2025, with the Company receiving a $220.0 million cash payment[179] - The Company reached a class action settlement for $3.4 million related to Video Privacy Protection Act (VPPA) claims, which received preliminary court approval on May 29, 2025[180] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on fuboTV Inc.'s financial condition and operational results, highlighting key business strategies, recent developments, factors impacting performance, and a detailed analysis of revenues, expenses, and cash flows for the three and six months ended June 30, 2025, compared to the prior year Overview This section introduces Fubo's business model, core strategies, and recent significant corporate developments - Fubo is a sports-first, cable TV replacement platform offering live TV streaming for sports, news, and entertainment, monetizing its subscriber base through subscriptions and advertising[183][184][185] - The Company's core strategies include growing its paid subscriber base, optimizing content portfolio, engagement, and retention, and increasing monetization through subscription and advertising[188] - A business combination agreement was entered into with The Walt Disney Company and Hulu, LLC on January 6, 2025, which will result in Hulu holding a 70% economic and voting interest in a new jointly owned entity (Newco)[189] - The operations of the former wagering reportable segment (Fubo Sportsbook) are presented as discontinued operations for all periods[191] Key Factors and Trends Impacting Performance This section identifies the primary internal and external factors influencing the company's financial and operational results - Key factors include brand awareness, subscriber acquisition/retention, acceleration/deceleration of cord-cutting, shift of advertising spend to Connected TV (CTV), content acquisition and renewal costs, seasonality (especially Q3/Q4 for sports), and macroeconomic factors like inflation[192][193][194][195][196][197][198] Components of Results of Operations This section breaks down the various revenue streams and operating expense categories contributing to the company's financial performance - Revenue streams include Subscription (basic plans and add-ons), Advertising (impressions within streamed content), and Other (distribution fees, commissions, carriage fees)[199][200][201] - Operating expenses consist of Subscriber related expenses (affiliate distribution rights), Broadcasting and transmission (signal acquisition, transcoding, retransmission), Sales and marketing, Technology and development, General and administrative, and Depreciation and amortization[202][203][204][205][206][207] - Other income (expense) includes gains/losses on debt extinguishment, interest income/expense, litigation settlement gains, and amortization of debt premium/discount[208] Results of Operations for the Three and Six Months Ended June 30, 2025 and 2024 This section provides a detailed comparative analysis of the company's financial performance for the specified periods Results of Operations (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $379,968 | $390,965 | $796,254 | $793,312 | | Subscription revenue | $352,673 | $362,936 | $744,105 | $736,650 | | Advertising revenue | $25,851 | $26,285 | $48,732 | $53,754 | | Subscriber related expenses | $291,402 | $326,499 | $625,962 | $686,669 | | Broadcasting and transmission expenses | $10,877 | $15,173 | $23,372 | $29,673 | | Sales and marketing expenses | $29,957 | $35,883 | $66,760 | $79,063 | | General and administrative expenses | $24,334 | $20,217 | $52,130 | $38,726 | | Operating loss | $(5,999) | $(35,675) | $(31,420) | $(98,988) | | Net income (loss) from continuing operations | $(8,026) | $(25,833) | $180,462 | $(82,162) | - Total revenues decreased by $11.0 million (QoQ) primarily due to a $10.3 million decrease in subscription revenue, driven by a decrease in the subscriber base, partially offset by price increases[212][213] - For the six months, total revenues increased by $2.9 million due to subscription price increases offsetting subscriber base decreases[213] - Subscriber related expenses decreased by $35.1 million (QoQ) and $60.7 million (YTD) primarily due to a decrease in subscribers and the expiration of certain content agreements[214][215] - Broadcasting and transmission expenses decreased by $4.3 million (QoQ) and $6.3 million (YTD) due to initiatives to optimize cloud infrastructure[216][217] - General and administrative expenses increased by $4.1 million (QoQ) and $13.4 million (YTD) primarily due to increased legal and professional fees associated with the Business Combination[222][223] - Other income (expense) for the six months ended June 30, 2025, saw a $199.6 million increase, primarily driven by a $220.0 million gain on settlement of antitrust litigation[227] Key Performance Metrics This section presents crucial operational and financial indicators used to evaluate the company's business health and growth Paid Subscribers | Metric | June 30, 2025 | June 30, 2024 | | :------------------------------------ | :------------ | :------------ | | Paid Subscribers (North America) | 1.4 million | 1.5 million | | Paid Subscribers (Rest of World) | 0.4 million | 0.4 million | Gross Profit and Margin (in thousands) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Gross Profit | $77,700 | $49,300 | $146,900 | $77,000 | | Gross Margin | 20.4% | 12.6% | 18.5% | 9.7% | Liquidity and Capital Resources This section discusses the company's ability to meet short-term obligations and its sources and uses of capital - Primary cash sources are subscription and advertising revenue, supplemented by equity and debt financings[238] - Primary uses are content/programming license fees and operating expenses[238] - As of June 30, 2025, the Company had $289.7 million in cash, cash equivalents, and restricted cash[242] - The Company received $220.0 million cash from the antitrust litigation settlement in January 2025[240] - A commitment letter provides access to up to $145.0 million in senior unsecured term loan on January 5, 2026, for general corporate purposes[240] - As of June 30, 2025, $112.0 million remained available for sale under the At-the-Market (ATM) Program[241] Cash Flow Activity (in thousands) | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by (used in) operating activities | $126,785 | $(98,920) | | Net cash used in investing activities | $(6,977) | $(7,686) | | Net cash provided by financing activities | $2,348 | $17,143 | Critical Accounting Policies and Estimates This section highlights accounting policies requiring significant judgment and their potential impact on financial results - Critical accounting policies and estimates include business combinations (fair value allocation, useful lives), goodwill impairment testing (annual qualitative/quantitative assessment), intangible asset amortization and impairment, and stock-based compensation (fair value using Black-Scholes model)[253][254][255][258][259][261] - The Company performed a qualitative assessment of goodwill impairment during Q2 2025 and concluded that fair value was not more-likely-than-not less than carrying value[257] Recently Issued Accounting Pronouncements This section outlines new accounting standards and their potential effects on the company's financial reporting - Refer to Note 3 for details on recently issued accounting pronouncements, including ASU 2023-09, ASU 2024-03/2025-01, and ASU 2024-04, which the Company is currently evaluating[264] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section discusses the Company's exposure to market risks, specifically interest rate risk and foreign currency risk, and their potential impact on financial statements - As of June 30, 2025, the Company had $289.7 million in cash, cash equivalents, and restricted cash, primarily invested in money market funds, and $330.5 million in outstanding fixed-rate indebtedness[267] - A hypothetical 10% change in interest rates would not have a material impact on the consolidated financial statements[267] - Revenues denominated in foreign currencies (primarily Euro and Canadian dollar) accounted for approximately 2.3% and 2.1% of consolidated revenue for the three and six months ended June 30, 2025, respectively[268] - A hypothetical 10% weakening of the euro relative to the U.S. dollar would not have a material impact on the consolidated financial statements[268] Item 4. Controls and Procedures This section confirms the effectiveness of the Company's disclosure controls and procedures and reports no material changes in internal control over financial reporting during the quarter ended June 30, 2025 - As of June 30, 2025, the Company's disclosure controls and procedures were effective at the reasonable assurance level[270] - There have been no changes in internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting[271] PART II - OTHER INFORMATION This section provides additional information, including legal proceedings, risk factors, and other disclosures Item 1. Legal Proceedings This section provides updates on fuboTV Inc.'s ongoing legal proceedings, including patent infringement claims, a recently settled antitrust lawsuit, and class action complaints related to video privacy - The Company is a defendant in a patent infringement lawsuit filed by DISH Technologies, LLC, which is currently stayed pending inter partes review (IPR) proceedings at the PTAB[274][276][277] - The antitrust lawsuit against The Walt Disney Company, Fox Corporation, and Warner Bros. Discovery, Inc. was settled on January 6, 2025, leading to the dismissal of the lawsuit with prejudice[279] - The Company reached a class action settlement for $3.4 million to resolve Video Privacy Protection Act (VPPA) claims, with preliminary court approval granted on May 29, 2025[280] Item 1A. Risk Factors This section outlines various risks and uncertainties that could materially affect fuboTV Inc.'s business, financial condition, results of operations, and prospects, categorized by financial position, business combination, relationships with third parties, financial reporting, products/technology, regulation, operations, privacy/cybersecurity, intellectual property, and specific debt instruments Risks Related to Our Financial Position and Capital Needs This section details risks associated with the company's profitability, capital requirements, seasonality, tax assets, and debt obligations - The Company has incurred operating losses since inception and expects future losses, with no assurance of achieving or maintaining profitability[284] - Additional capital may be required for business growth, which might not be available on acceptable terms or could dilute existing shareholders[285][286] - Revenue is subject to seasonality, particularly driven by sports leagues in Q3 and Q4, making results difficult to predict and potentially harming the business if expectations are not met[288][289] - The Company may not be able to utilize a significant portion of its $1,458.4 million federal net operating loss carryforwards due to past or future ownership changes (e.g., Business Combination) and Section 382 limitations[290][291] - Servicing $330.5 million in outstanding indebtedness requires significant cash flow, and the Company's ability to refinance or make payments depends on future performance and financing availability[292][296] Risks Relating to the Business Combination This section outlines risks concerning the completion, integration, and financial implications of the proposed business combination - The Business Combination with Disney and Hulu is subject to various closing conditions, including shareholder and regulatory approvals, and may not be completed on contemplated terms or timeline, or at all[302][304] - Failure to complete the Business Combination could result in Fubo not realizing anticipated benefits, being required to pay a $50 million termination fee, and increased stock price volatility[305][308] - Uncertainty during the Business Combination's pendency could adversely affect employee retention, business partner relationships, and management's focus on existing operations[306][307][309] - Fubo will incur significant direct and indirect costs related to the Business Combination, many of which are payable even if the transaction is not completed[312] - Post-Business Combination, Fubo will be a holding company dependent on distributions from Newco to pay taxes and expenses, including substantial payments under the Tax Receivables Agreement, which may be subject to limitations[314][315][316][319] Risks Related to Our Relationships with Content Providers, Customers and Other Third Parties This section addresses risks arising from content contracts, subscriber acquisition, distribution partnerships, and reliance on third-party service providers - Long-term content commitments may limit operating flexibility and adversely affect liquidity and results if subscriber acquisition and retention do not meet expectations[324][326] - Failure to renew long-term content contracts on favorable terms, or an increase in content costs, could adversely affect results and the ability to grow the business[327] - Inability to attract and retain subscribers due to competitive offerings, perceived reduction in platform value, or content changes could harm the business[330][331][332] - Agreements with distribution partners may contain parity obligations, limiting Fubo's ability to pursue unique partnerships or offer differentiated features[334] - Reliance on Google Cloud Platform (GCP) and Amazon Web Services (AWS) means any disruption or interference with these services could adversely impact operations[351] Risks Related to Our Financial Reporting and Disclosure This section covers risks associated with internal controls, key performance metrics, financial estimates, and asset impairment - Failure to maintain an effective system of internal controls or identification of material weaknesses could lead to loss of investor confidence and adverse impact on stock price[352][353] - Key performance metrics and other estimates are subject to inherent measurement challenges, and inaccuracies could harm reputation and business[354][355][356] - Preparing and forecasting financial results requires judgments and estimates that may differ materially from actual results, potentially causing stock price decline if guidance is not met[357][358] - Impairment in the carrying value of goodwill or long-lived assets could negatively affect operating results, as the Company has recorded material non-cash impairment charges in prior periods[359][360] Risks Related to Our Products and Technologies and Competition This section discusses competitive pressures, advertising market trends, content expansion challenges, technology failures, and AI-related risks - The TV streaming industry is highly competitive, with large technology and entertainment companies, TV brands, and service operators, making it difficult to attract or retain subscribers if Fubo fails to differentiate itself[361][362][364] - Future growth depends on the acceptance and growth of OTT advertising, and if advertisers do not perceive meaningful benefits, market development may be slower than expected[366][367][370] - The Company may not successfully expand content beyond its current offering or overcome its reputation as primarily a live sports streaming service[368] - Failure or unavailability of proprietary or third-party technology used in operations, including CDNs and data analytics systems, could adversely impact business and results[375][376] - Risks associated with the use of artificial intelligence and machine learning models include inadequate design, biased data, evolving regulatory landscape (e.g., EU AI Act), and increased litigation[378][379][380][382] Risks Related to Regulation This section addresses risks from regulatory investigations, changes in internet/privacy laws, payment processing, and tax liabilities - The Company expects to be subject to regulatory investigations, which could incur substantial costs or require adverse changes to business practices[383] - Changes in government regulations related to the Internet, user privacy, data protection, consumer protection, and broadcasting (e.g., potential FCC regulation of vMVPDs) could increase operating expenses or alter the business model[384][385] - The Company is subject to payment processing risks, including increased fees, changes in the payment ecosystem, or disruptions in processing systems, which could adversely impact revenue and operating expenses[388] - The Company could be required to collect additional sales and other similar taxes, or be subject to other tax liabilities in multiple jurisdictions, increasing costs for customers and adversely affecting operating results[390][391][392] Risks Related to Our Operations This section covers operational risks including legal proceedings, customer support, international expansion, key personnel, economic conditions, and strategic transactions - Legal proceedings, including past securities class actions, derivative lawsuits, and current patent infringement claims, could cause unforeseen expenses and divert management's time[394][395][396] - Failure to provide adequate customer support, especially when relying on BPO providers, could lead to subscriber loss and harm the business[397] - Unsuccessful international expansion plans, particularly in Canada, Spain, and France, could subject the Company to economic, political, and regulatory risks, and differing legal systems[398][399][400][401][402] - Dependence on highly skilled key personnel, including executive leadership, means inability to attract, retain, and motivate qualified employees could harm business development and growth[403] - Worldwide economic conditions, including inflation, can adversely affect advertising spending and consumer discretionary spending, impacting revenue and subscriber levels[405][406] - Strategic transactions, including acquisitions and investments (e.g., Edisn Inc. and Molotov), involve risks such as integration difficulties, unforeseen costs, and failure to realize anticipated benefits[410] Risks Related to Privacy, Consumer Protection and Cybersecurity This section details risks associated with data privacy laws, cybersecurity threats, and potential system interruptions or data breaches - The Company is subject to evolving international, federal, and state privacy and data protection laws (e.g., CCPA, GDPR, UK GDPR, VPPA, COPPA), and any failure to comply could adversely affect reputation, business, and financial results[411][412][413][414][418][419] - Significant interruptions, delays, or unauthorized access to information technology systems, including those of third-party cloud providers (GCP, AWS) or due to cyber-attacks, could result in service degradation, data disclosure, or intellectual property theft[421][422][424] - Cybersecurity threats, including ransomware, phishing, and human error, are ongoing risks, and past incidents (e.g., December 2022 cyber-attack) highlight the potential for business disruption and financial costs[422] Risks Related to Our Intellectual Property This section outlines risks concerning intellectual property infringement, content licensing, protection of proprietary rights, and open-source software use - The Company could face costly litigation regarding intellectual property rights infringement, misappropriation, or violation, potentially leading to damages, content restrictions, or the need for expensive licenses[427][428] - Inability to obtain necessary or desirable licenses for streaming content from suppliers or other rights holders could harm the business, especially with evolving rights and royalty rates[429][430][431][432] - Failure to adequately protect technology, trademarks, and other proprietary rights could diminish brand value and intangible assets, as competitors may independently develop similar technologies or infringe existing IP[433][434] - Use of open-source software could impose limitations on commercializing the platform, potentially requiring public release of proprietary source code or licensing under unfavorable terms[435][436] Risks Related to the 2026 Convertible Notes This section details risks associated with the 2026 Convertible Notes, including cash settlement, liquidity, EPS impact, and business combination deterrence - 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[438][439] - The conditional conversion feature, if triggered, could adversely affect liquidity by requiring cash payments[440] - The accounting method for convertible debt (ASU 2020-06) requires the 'if-converted' method, which could adversely affect diluted earnings per share[441] - Provisions in the indenture for the 2026 Convertible Notes, such as repurchase rights upon fundamental change, may deter or prevent a business combination favorable to shareholders[442] Risks Related to the 2029 Convertible Notes This section outlines risks related to the 2029 Convertible Notes, including cash settlement, liquidity, business combination deterrence, and operational restrictions - The Company may not have the ability to raise funds necessary to settle conversions of the 2029 Convertible Notes in cash or repurchase them upon a fundamental change, potentially leading to default[443][444] - The conditional conversion feature, if triggered, could adversely affect liquidity by requiring cash payments or reclassifying principal as a current liability[445] - Provisions in the indenture for the 2029 Convertible Notes may deter or prevent a business combination favorable to shareholders[446] - The terms of the 2029 notes indenture and Exchange Agreement place restrictions on operating and financial flexibility, including limitations on incurring additional secured indebtedness and certain business transactions[447][448][449][450] Risks Related to Ownership of our Common Stock This section addresses risks concerning common stock price volatility, potential dilution from future sales, and the absence of cash dividends - The market price of the Company's common stock is subject to wide fluctuations due to macroeconomic conditions, operating results, competitive factors, and technical trading factors[451][452] - Future sales of a substantial number of shares by existing shareholders, including those from expired lock-up agreements or equity compensation plans, could depress the market price[453][454][455] - The Company does not anticipate declaring cash dividends in the foreseeable future, requiring investors to rely on stock price appreciation for gains[456] - Future sales and issuances of capital stock, including through shelf registration statements, could dilute existing shareholders' ownership[457] General Risk Factors This section highlights general risks, including the adequacy of insurance coverage against potential claims or losses - The Company's insurance coverage may not provide adequate levels of coverage against all potential claims or losses, which could adversely affect business prospects[459] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section states that there were no unregistered sales of equity securities or use of proceeds during the reporting period Item 3. Defaults Upon Senior Securities This section confirms that there were no defaults upon senior securities during the reporting period Item 4. Mine Safety Disclosures This section indicates that mine safety disclosures are not applicable to the Company Item 5. Other Information This section details the adoption of the 2025 Employment Inducement Equity Incentive Plan by the Board of Directors - On August 8, 2025, the Board approved the 2025 Employment Inducement Equity Incentive Plan, reserving an initial total of 3,000,000 shares for issuance to new employees as an inducement for employment[464] Item 6. Exhibits This section lists all exhibits filed as part of the Quarterly Report on Form 10-Q, including the Business Combination Agreement, various articles of incorporation, indentures for convertible notes, and equity incentive plans - Key exhibits include the Business Combination Agreement (Exhibit 2.1), various amendments to Articles of Incorporation (Exhibit 3.1 series), Indentures for 2026 and 2029 Convertible Notes (Exhibits 4.2, 4.4), and the fuboTV Inc. 2025 Employment Inducement Equity Incentive Plan (Exhibit 10.1)[466][467][468]