What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-25 compared with 2020-05-29 · 442 added, 373 removed, 24 unchanged (97% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

common stock is quoted on the OTCQB tier of the OTC Markets under the symbol, “FUBO.”

Between September 30, 2019 and

April 30, 2020, our common stock was quoted on the OTC Pink tier of the OTC Markets under the symbol “FBNK,”

to September 30, 2019, our stock symbol was “DGLF.”

Trading in OTC stocks can be volatile, sporadic and risky, as

thinly traded stocks tend to move more rapidly in price than more liquid securities.

Such trading may also depress the market

price of our common stock and make it difficult for our stockholders to resell their common stock.

Our stock has been thinly traded

and there can be no assurance that a liquid market for our common stock will ever develop.

following table sets forth the range of high and low bid prices for our common stock for the periods indicated.

The information

reflects inter-dealer prices, without retail mark-ups, mark-downs or commissions and may not necessarily represent actual transactions.

Ended March 31, 2018

Ended June 30, 2018

Ended September 30, 2018

Ended December 31, 2018

Ended March 31, 2019

Ended June 30, 2019

Ended September 30, 2019

Ended December 31, 2019

May 28, 2020, the closing sale price for our common stock was $11.83.

As of May 29, 2020, there were approximately 294 record

holders, an unknown number of additional holders whose stock is held in “street name”

and 34,848,495 shares

of common stock issued and outstanding.

common stock began trading on the New York Stock Exchange under the symbol, “FUBO”

on October 8, 2020.

Prior to that

date, our common stock was quoted on the OTC Markets under the symbol “FUBO,”

and prior to May 1, 2020, our stock

symbol was “FBNK.”

of March 23, 2021, there were 336 holders of record of our common stock.

The actual number of stockholders is greater

than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name

by brokers and other nominees.

Authorized for Issuance under Equity Compensation Plans

to Part III, Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”

of this Annual Report on Form 10-K for more information regarding securities authorized for issuance.

have not declared or paid any cash dividends on our common shares.

We intend to retain future earnings, if any, to finance the

operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

future cash dividends, if any, will be at the discretion of our board of directors after taking into account various factors,

including our financial condition, operating results, current and anticipated cash needs, the requirements and contractual restrictions

of then-existing debt instruments, and other factors that our board of directors deems relevant.

Sales of Unregistered Securities

of Common Stock for Cash

March 2019, the Company raised $1.1 million in a private placement transaction by issuing 93,910 shares of its common stock for

$11.28 per share to a Hong Kong-based family office group.

The Company contemporaneously issued warrants to purchase an additional

200,000 shares of common stock to the investor in this transaction.

The warrants feature an exercise price of $11.31 per share,

and may be exercised at any time prior to March 31, 2020.

The warrants were determined to be equity instruments and are therefore

classified within stockholders’

equity in accordance with ASC 815.

Company raised an additional $2.5 million through issuances of an aggregate of 1,028,497 shares of its common stock in private

placement transactions during the year ended December 31, 2019 to several other investors.

the year ended December 31, 2018, the Company issued 623,578 shares of common stock for proceeds of $3.2 million.

of Common Stock for Services

the year ended December 31, 2019, the Company issued 15,009 shares of its common stock at a fair value of approximately $0.1 million

or $6.72 per share for services rendered.

the year ended December 31, 2019, the Company issued 20,000 shares of its common stock at a fair value of approximately $200,000

or $10.00 per share in connection with a consulting agreement.

of Common Stock for Cancellation of a Consulting Agreement

the year ended December 31, 2019, the Company issued 2,000 shares of its common stock at a fair value of approximately $13,000

or $6.59 per share in connection with the cancellation of a consulting agreement.

of Common Stock and Options for Employee Services

the year ended December 31, 2018, the Company issued an aggregate of 407,943 shares of fully vested common stock with an aggregate

fair value of $3.3 million to various non-employees for services.

February 1, 2018, the Company granted options to purchase 16,667 shares of common stock to Alex Bafer, the Company’s Chief

Executive Officer from February 1, 2018 until August 8, 2018.

The options have a 10-year term and an exercise price of $28.20.

The fair value of the options on the grant date was $470,000.

of Common Stock for Acquisition

the year ended December 31, 2019, the Company issued 2,500,000 shares of its common stock, at a fair value of approximately $19.95

million, or approximately $7.98 per share, related to its acquisition of Facebank AG and Nexway.

the year ended December 31, 2019, the Company issued 2,503,333 shares of its common stock in exchange for 40,991,276 shares of

its subsidiary PEC.

The interests exchange in PEC were previously recorded within noncontrolling interests and the transaction

was accounted for as a reduction of $4.0 million of noncontrolling interests for the carrying value of those noncontrolling interests

at the date of exchange with an offsetting increase in additional paid-in capital.

of Common Stock for Settlement of Lease Dispute

the year ended December 31, 2019, the Company issued 18,935 shares of its common stock, at a fair value of approximately $0.1

million or $6.90 per share, to settle a lease dispute.

of Common Stock for Commitment Fee

the year ended December 31, 2018 pursuant securities purchase agreements with Auctus Fund, the Company issued 3,072 shares to

Auctus as a commitment fee at a fair value of $63,000.

of Common Stock upon Conversion of Note Payable

the year ended December 31, 2019, the Company issued 16,666 shares of its common stock with a fair value of $50,000, or $3.00

per share, upon the contractual conversion of principal of a convertible note payable.

the year ended December 31, 2018, the Company issued 4,333 shares of common stock for $18,000 upon the contractual conversion

of principal of a convertible note payable.

of Common Stock to Satisfy Investment Obligation

October 24, 2019, the Company satisfied its obligations under its investment agreement with Panda Productions (HK) Limited by

issuing 175,000 common shares, in lieu of its obligation to fund an additional $1.0 million in cash.

On October 24, 2019, the

fair value of the 175,000 shares was approximately $1.9 million or $10.96 per share, and the additional $0.9 million was recorded

as a loss on investment during the year ended December 31, 2019.

of Common Stock for Cashless Exercise of Warrants

the year ended December 31, 2018, the Company issued 15,606 shares of common stock upon the cashless exercise of 3,008 common

stock purchase warrants.

The Company recorded a $94,000 loss for 10,492 shares issued in excess of the contractual number of shares

stipulated in the warrant.

of Common Stock Upon Exchange of Series A Preferred Stock

the year ended December 31, 2018 the Company issued 3,633,333 shares of common stock upon the exchange of 5,000,000 shares of

Series A Preferred Stock pursuant to the terms of the certificate of designation of the Series A Preferred Stock.

of common stock issued took into consideration the elimination of the preferential voting rights of the Series A preferred Stockholders.

of Common Stock Upon Conversion of Series B Preferred Stock

the year ended December 31, 2018 the Company issued 66,667 shares of common stock upon the contractual conversion of 1,000,000

shares of Series B Convertible Preferred Stock pursuant to the terms of the certificate of designation of the Series B Convertible

Preferred Stock.

of Common Stock Upon Conversion of Series C Convertible Preferred Stock

the year ended December 31, 2018 the Company issued 94,966 shares of common stock upon the contractual conversion of 1,424,491

shares of Series C Convertible Preferred Stock pursuant to the terms of the certificate of designation of the Series C Convertible

Preferred Stock.

of Series X Convertible Preferred Stock for Business Acquisition

the year ended December 31, 2018 the Company issued 1,000,000 shares of Series X Convertible Preferred stock to the selling stockholders

as consideration in the acquisition of Evolution AI.

During the first quarter of 2019, concurrent with the increase in the number

of authorized common shares effective upon an amendment to the Company’s Certificate of Incorporation, the series X Convertible

Preferred shares automatically converted into an aggregate of 15,000,000 shares of common stock.

of Common Stock for Purchase of Asset

November 2018, the Company acquired Namegames LLC pursuant to an agreement dated February 1, 2018 and issued 23,360 shares of

common stock with an aggregate issuance date fair value of $658,000 (Note 4).

did not sell any equity securities which were not registered under the Securities Act during the fiscal year ended December 31,

2020 that were not otherwise disclosed in our Quarterly Reports on Form 10-Q or our Current Reports on Form 8-K.

of Equity Securities by the Issuer and Affiliated Purchasers

following table provides information with respect to purchases by us of our shares during the fourth quarter of the year ended

December 31, 2020:

Number of Shares Purchased

On December 15, 2020, we purchased 800,000 shares

of our common stock held by FBNK Finance S.a.r.l.

Selected Financial Data.

required for smaller reporting companies.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

otherwise indicated, references in this Annual Report on Form 10-K to “FaceBank,”

“we,”

“us,”

“our”

and the “Company”

are to FaceBank Group, Inc.

and its subsidiaries, unless the context requires

The following discussion and analysis by our management of our financial condition and results of operations should

be read in conjunction with our audited consolidated financial statements and the accompanying related notes included in this

Annual Report on Form 10-K.

was incorporated under the laws of the State of Florida in February 2009 under the name York Entertainment, Inc.

September 30, 2019, the Company’s name was changed to FaceBank Group, Inc.

April 1, 2020, FaceBank effected a merger (the “Merger”) pursuant to which fuboTV, Inc., a Delaware corporation and

a leading live TV streaming platform for sports, news and entertainment, became a wholly owned subsidiary of the Company.

1, 2020, the Company’s trading symbol was changed to FUBO.

the Merger, Facebank Group was and continues to be a character-based virtual entertainment company, and a leading developer of

digital human likeness for celebrities and consumers, focused on applications in traditional entertainment, sports entertainment,

live events, social networking, mixed reality (AR/VR) and artificial intelligence.

Facebank Group is positioned as a technology

driven, intellectual property company with significant revenue participations in the digital likeness of leading celebrities and

character-based entertainment properties.

the Merger, we operate our business under the name “fuboTV”

and we are in the process of changing the name of FaceBank

to fuboTV, Inc.

Company is a leading digital entertainment company, combining fuboTV’s direct-to-consumer live TV streaming platform with

FaceBank’s technology-driven IP in sports, movies and live performances.

This business combination, operating as fuboTV,

Inc., will create a content delivery platform for traditional and future-form IP.

fuboTV plans to leverage FaceBank’s IP

sharing relationships with leading celebrities and other digital technologies to enhance its already robust sports and entertainment

the Merger, while we continue our previous business operations, we are principally focused on offering consumers a leading live

TV streaming platform for sports, news and entertainment through fuboTV.

fuboTV revenues are almost entirely derived from the

sale of subscription services and advertising in the United States, though fuboTV has started to assess expansion opportunities

into international markets, with operations in Canada and the launch in late 2018 of its first ex-North America offering of streaming

entertainment, to consumers in Spain.

subscription-based services are offered to consumers who can sign-up for accounts at https:// fubo.tv , through which we

provide basic plans with the flexibility for consumers to purchase the add-ons and features best suited for them.

website, consumers can also sign-up via some TV-connected devices.

The fuboTV platform provides, what we believe to be, a superior

viewer experience, with a broad suite of unique features and personalization tools such as multi-channel viewing capabilities,

favorites lists and a dynamic recommendation engine as well as 4K streaming and Cloud DVR offerings.

of Operations for the Years Ended December 31, 2019 and 2018

Ended December 31,

should read the following discussion and analysis of our financial condition and results of operations together with our consolidated

financial statements and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K.

Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including

information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and

uncertainties.

You should review the sections titled “Cautionary Note Regarding Forward-Looking Statements”

and “Risk

Factors”

for a discussion of forward-looking statements and important factors that could cause actual results to differ

materially from the results described in or implied by the forward-looking statements contained in the following discussion and

Our historical results are not necessarily indicative of the results that may be expected for any period in the future .

business model is “come for the sports, stay for the entertainment.”

we leverage sporting events to acquire subscribers at lower acquisition costs, given the built-in demand for sports.

We then leverage

our technology and data to drive higher engagement and induce retentive behaviors such as favoriting channels, recording shows,

and increasing discovery through our proprietary machine learning recommendations engine.

Next, we look to monetize our growing

base of highly engaged subscribers by driving higher average revenue per user (“ARPU”).

believe our expected expansion into wagering and interactivity is core to this model.

We believe free-to-play predictive games

enhance the sports streaming experience - while also providing a bridge between video and our contemplated sportsbook.

the integration of gaming with our expansive live sports coverage will create a flywheel that lifts engagement and retention,

expands advertising revenue through increased viewership, and creates additional opportunities for Attachment sales.

drive our business model with three core strategies:

our paid subscriber base

engagement and retention

widespread global impact from the outbreak and spread of the COVID-19 pandemic continued throughout 2020.

We took precautionary

measures to protect the health and safety of our employees and slow down the spread of the virus by transitioning our workforce

to remote working as we closed our offices.

global spread of COVID-19 and the various attempts to contain it have created significant volatility, uncertainty and economic

disruption in 2020.

The impact of the COVID-19 pandemic on our operations began towards the end of the first quarter of 2020,

impacting advertising markets and the availability of live sport events, as numerous professional and college sports leagues cancelled

or altered seasons and events.

2020, the ongoing COVID-19 pandemic continued to accelerate the shift of TV viewing away from traditional pay TV to streaming

TV and the on-going shift of advertising budgets away from traditional linear TV into streaming offering.

While in 2020 we have

experienced an increase in TV streaming and our overall business was largely unaffected by the COVID-19 pandemic there can be

no assurance that these positive trends will continue during 2021 and beyond.

with fuboTV and Basis of Presentation

April 1, 2020, fuboTV Acquisition Corp., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”) merged

with and into fuboTV Sub, whereby fuboTV Sub continued as the surviving corporation and became our wholly-owned subsidiary pursuant

to the terms of the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020, by and among us, Merger Sub and

fuboTV Sub (the “Merger Agreement”).

Following the Merger, we changed our name from “FaceBank Group, Inc.”

to “fuboTV Inc.,”

and we changed the name of fuboTV Sub to “fuboTV Media, Inc.”

The combined company operates

under the name “fuboTV,”

and our trading symbol is “FUBO.”

accordance with the terms of the Merger Agreement, at the effective time of the Merger, all of the capital stock of fuboTV Sub

was converted into the right to receive shares of our newly created class of Series AA convertible preferred stock, par value

$0.0001 per share (the “Series AA Preferred Stock”).

Each share of Series AA Preferred Stock was entitled to 0.8 votes

per share and was convertible into two (2) shares of our common stock following the sale of such share of Series AA Preferred

Stock on an arms’-length basis either pursuant to Rule 144 under the Securities Act or pursuant to an effective registration

statement under the Securities Act.

On March 1, 2021, we consummated an offer to exchange the remaining outstanding shares of

Series AA Preferred Stock for two shares of our common stock per share of Series AA Preferred Stock (the “Exchange Offer”).

As a result of the Exchange Offer, 13,412,246 shares of Series AA Preferred Stock, representing 100% of the outstanding shares

of Series AA Preferred Stock, were exchanged for 26,824,492 shares of our common stock.

otherwise stated, 2020 financial statements and metrics include FaceBank Pre-Merger from January 1 through March 31 and the combined

company post-Merger from April 1 through December 31, and 2019 financial statements and metrics include fuboTV pre-merger.

financial statements are reported on a GAAP basis.

The Company does not intend to report pro forma results to compare fuboTV Pre-Merger’s

2019 and first quarter 2020 performance against the combined company post-Merger’s 2020 performance.

discussion and analysis covering the comparison of the year ended December 31, 2019 to the year ended December 31, 2018 as well

as the three months ended March 31, 2020 as compared to the three months ended March 31, 2019, for fuboTV Sub premerger, are included

in our prospectus filed pursuant to Rule 424(b) with the Securities and Exchange Commission on December 28, 2020.

of Financial Statements

connection with the preparation of the Company’s condensed consolidated interim financial statements as of and for the quarter

ended March 31, 2020, the Company identified an error in the accounting for goodwill relating to the Company’s

acquisitions of Nexway AG and Facebank AG.

In connection with these acquisitions, goodwill was impaired.

evaluation, the Company determined that goodwill amounting to $79.7 million should not have been impaired.

Accordingly, the Company

should have allocated $51.2 million towards the loss on deconsolidation of Nexway AG during the three months ended March 31, 2020,

which would have resulted in a loss on deconsolidation of Nexway AG of $11.9 million.

The financial statement misstatements did

not impact cash flows from operations, investing, or financing activities in the Company’s consolidated statements of cash

flows for any period previously presented.

a result, we were required to restate certain financial statements in our Annual Report on Form 10-K for the fiscal year ended

December 31, 2019 and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.

May 11, 2020 and June 8, 2020, we entered into securities purchase agreements pursuant to which we sold an aggregate of 3,735,922

shares of our common stock at a purchase price of $7.00 per share and issued warrants to several investors covering a total of

3,735,922 shares of our common stock for an aggregate purchase price of $26.2 million.

We determined that the fair value of the

warrants totaled $26.8 million.

We originally recorded a loss on issuance of common stock and warrants totaling $26.8 million,

resulting in an overstatement of the loss by $26.2 million (the “Error”).

We should have allocated the purchase price

of $26.2 million to a warrant liability with the residual amount of $0.6 million to the loss on issuance of common stock and warrants.

the condensed consolidated balance sheet as of June 30, 2020, there was no net effect of the Error to total assets, total

liabilities, and total stockholders’

The only line items on the condensed consolidated balance sheet that the

Error affected were additional paid in capital and accumulated deficit, both of which were overstated by $26.2 million.

the statement of condensed consolidated operations for the three months and six months ended June 30, 2020, the Error caused

a $26.2 million overstatement of loss on issuance of common stock, notes, bonds and warrants.

the condensed consolidated statement of cash flows for the six months ended June 30, 2020, there was no net effect of the

Error on cash used in operating activities, cash used in investing activities and cash provided by financing activities.

a result, we were required to restate certain financial statements in our Quarterly Report on Form 10-Q for the quarterly period

ended June 30, 2020.

of Results of Operations

revenue consists primarily of subscription plans sold through the Company’s website and third-party app stores.

revenue consists primarily of fees charged to advertisers who want to display ads (“impressions”) within the streamed

licenses, net

license revenue consists of revenue generated from the sale of software licenses at one of our former subsidiaries, Nexway eCommerce

As a result of the deconsolidation of Nexway AG, which was effective as of March 31, 2020, the Company no longer generates

revenue from software licenses.

revenue consists of a contract to sub-license rights to broadcast certain international sporting events to a third party.

Related Expenses

related expenses consist primarily of affiliate distribution rights and other distribution costs related to content streaming.

and Transmission

and transmission expenses consist primarily of the cost to acquire a signal, transcode, store, and retransmit it to the subscribers.

and Marketing

and marketing expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation,

agency costs, advertising campaigns and branding initiatives.

and Development

and development expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation,

technical services, software expenses, and hosting expenses.

and Administrative

and administrative expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation,

corporate insurance, office expenses, professional fees, as well as travel, meals, and entertainment costs.

and amortization

and amortization expense includes depreciation of fixed assets and amortization of finite-lived intangible assets.

income (expense)

income (expense) primarily consists of issuance gains/losses and the change in fair value of financial instruments, interest expense

and financing costs on our outstanding borrowings, unrealized gains/losses on equity method investments, and the loss recorded

on the deconsolidation of a subsidiary.

Company’s deferred tax liability and income tax benefit relates to our book and tax basis differences in identifiable intangible

assets and the current tax impact of the amortization of finite-lived intangible assets.

These intangible assets are not deductible

for tax purposes and the deferred tax liability has been established for the amount of such temporary differences expected to

reverse in periods where net operating loss carryforwards will not be available to offset the taxable income generated from these

of Operations for the years ended December 31, 2020 and 2019 (in thousands):

For the Years Ended December 31,

Subscriptions

Advertisements

Software licenses, net

Total revenues

Operating expenses

Subscriber related expenses

Broadcasting and transmission

Sales and marketing

Technology and development

General and administrative

Amortization of

intangible assets

Impairment of intangible

Impairment of goodwill

Depreciation and amortization

Impairment of intangible assets and goodwill

Total operating expenses

Operating loss

Other income (expense)

the year ended December 31, 2019 we recognized net revenues of approximately $4.3 million related primarily from the sale of software

There were no revenues recognized for the year ended December 31, 2018.

and administrative

the year ended December 31, 2019 general and administrative expenses totaled $13.8 million compared to $6.8 million for

Interest expense and financing costs

Loss on extinguishment of debt

Gain on sale of assets

Loss on investments

Unrealized gain in equity method investment

Loss on deconsolidation of Nexway

Change in fair value of warrant liabilities

Change in fair value of subsidiary warrant liabilities

Change in fair value of shares settled liability

Change in fair value of derivative liability

Change in fair value of profit share liability

Foreign currency exchange loss

Total other expense

Loss before income taxes

Income tax benefit

August 15, 2019, the Company acquired 100% of the capital stock of Facebank AG.

On September 16, 2019, the Company acquired approximately

51% of the stock of Nexway.

On April 1, 2020, the Company merged with fuboTV Pre-Merger.

The results of our operations for the

year ended December 31, 2020 include the results of operations of Facebank AG and Nexway and also include the effects of the deconsolidation

of Nexway as of March 31, 2020 and the sale of Facebank AG in the three months ended September 30, 2020.

The results of our operations

for the year ended December 31, 2020 also include the results of operations of fuboTV post-Merger from April 1, 2020.

of this, the results of operations for the years ended December 31, 2020 and 2019 are not comparable.

the year ended December 31, 2020, we recognized revenues of $217.7 million, primarily related to $184.3 million of subscription

revenue, $24.9 million of advertising revenue and $1.2 million in other revenue in connection with the second quarter acquisition

of fuboTV Pre-Merger.

These revenues were generated entirely by the fuboTV business, which we acquired through the Merger that

closed on April 1, 2020, and there are no comparable results in the prior year.

In addition, we generated $7.3 million related

to the sale of software licenses from our acquisition Nexway.

related expenses

the year ended December 31, 2020, we recognized subscriber related expenses of $204.2 million due to affiliate distribution rights

and other distribution costs in connection with the streaming revenue generated from the fuboTV business.

There are no comparable

results in the prior year.

and transmission

the year ended December 31, 2020, we recognized broadcasting and transmission expenses of $29.5 million primarily related to transmissions

of our services in connection with the streaming revenue generated from the fuboTV business.

There are no comparable results in

the prior year.

and marketing

the year ended December 31, 2020, we recognized sales and marketing expenses of $63.1 million as compared to $0.5 million during

the year ended December 31, 2019.

The increase of $7.0 million is primarily related to $7.7 million of general and administrative

expenses from our 2019 acquisitions of Facebank AG and Nexway, offset by $0.7 million of lower general and administrative

expenses, consisting of $2.5 million of lower stock-based compensation expenses, offset by increases of $1.8 million for

employee salaries and related expenses, legal and professional fees, and other administrative expenses.

of intangible assets

the year ended December 31, 2019 amortization expenses for intangible assets totaled $20.7 million compared to $8.2 million for

The increase in sales and marketing expense is primarily related to marketing expenses incurred

to acquire new customers to the fuboTV streaming platform after the Merger on April 1, 2020.

There are no comparable results in

the prior year.

and development

the year ended December 31, 2020, we recognized technology and development expenses of $30.2 million in connection with the development

of our streaming platform after the Merger on April 1, 2020.

There were no technology and development expenses recognized during

the year ended December 31, 2019.

The increase of $12.5 million was primarily due to amortization expenses recognized in connection

with our acquisition of Evolution AI Corp in September 2018.

Asset Impairments

the year ended December 31, 2019 impairment expenses related to long-term assets totaled $83.0 million.

We recognized $74.4 million

of impairments related to goodwill and $8.6 million of impairments related to the intangible assets acquired in connection with

our acquisitions of Nexway and Facebank AG.

and Administrative

the year ended December 31, 2020, general and administrative expenses totaled $77.6 million, compared to $13.3 million for the

year ended December 31, 2019.

The increase of $64.3 million was primarily related to $43.9 million of stock-based compensation,

$16.7 million of incremental general and administrative expenses as a result of the acquisition of fuboTV Pre-Merger, $7.5 million

in professional fees and $1.2 million in insurance partially offset by a reduction of $5.1 million of expenses related to Facebank

AG and Nexway, which was sold during 2020.

and amortization

the year ended December 31, 2020, we recognized depreciation and amortization expenses of $44.0 million compared to $20.8 million

during the year ended December 31, 2019.

The increase of $23.2 million is primarily related to $27.2 million of amortization expense

recorded for the intangible assets acquired in connection with the Merger on April 1, 2020 offset by a reduction of amortization

expense of $4.5 million resulting from the impairment of legacy Facebank intangible assets recorded during 2020.

of intangible assets and goodwill

the year ended December 31, 2020, we recognized an impairment of Facebank Pre-Merger intangible assets and goodwill of $248.9 million.

During the year ended December 31, 2019, we recognized an impairment of intangible assets of Nexway of $8.6 million.

Income (Expense)

the year ended December 31, 2019 other expenses totaled $9.8 million compared to other expenses of $0.2 million for the year ended

the year ended December 31, 2020, we recognized $129.2 million of other expense (net), compared to $4.5 million during the year

ended December 31, 2019.

The increase of $124.6 million was primarily related to an increase of $83.3 million change in fair value

of warrant liabilities, $16.6 million of interest expense on our outstanding borrowings, $24.5 million loss on extinguishment

of debt, $11.9 million loss on the deconsolidation of Nexway, $4.5 million change in fair value of subsidiary warrants, $1.7 million

change in fair value of change in shares settled liability, $1.2 million change in fair value of derivative liabilities, and $1.0

million increase in foreign currency exchange loss.

These expenses were partially offset by a $8.3 million loss on investment

recorded during 2019, $7.6 million gain on the sale of the Facebank AG and Nexway assets, $2.2 million change in fair value of

profit share liability and $2.6 million unrealized gain on our equity method investment in Nexway.

the year ended December 31, 2020, we recognized an income tax benefit of $9.7 million compared to $5.3 million during the year ended

December 31, 2019.

The $9.6 million increase to other expenses was primarily related to $13.5 million of losses recorded on investments

in connection with our acquisitions of Facebank AG and Paddle 8, and our Panda investment, $2.1 million of interest expense related

to our convertible notes and long-term borrowings, $0.2 million recorded for the change in fair value of our Panda interests,

offset by $4.5 million recorded for the change in fair value of our subsidiary warrant liability, and $0.8 million for the change

in fair value of our derivative liability related to our convertible notes and series D preferred stock.

the year ended December 31, 2019, we recognized an income tax benefit of $5.3 million.

The Company’s deferred tax liability

and income tax benefit relates to our amortizable intangible assets.

The amortization of intangible assets of $20.7 million caused

the deferred tax liability to decrease by $5.3 million, which resulted in the recognition of an income tax benefit.

the year ended December 31, 2018, we recorded an income tax benefit of $2.1 million.

The Company’s deferred tax liability

is tied to our amortizable intangible assets.

The amortization of intangibles of $8.2 million caused the deferred tax liability

to decrease from $2.1 million, which resulted in an income tax benefit for the period.

the year ended December 31, 2019 and 2018, our net loss was $117.8 million and $13.1 million, respectively.

and Going Concern

The increase is due to an increase in deferred tax assets primarily resulting from the merger.

Metrics & Non-GAAP Measures

that unless otherwise stated, 2020 metrics below represent pro-forma combined fuboTV, Facebank Pre-Merger and fuboTV Pre-Merger,

and year-over-year comparisons refer to 2019 fuboTV Pre-Merger.

believe the number of paid subscribers is a relevant measure to gauge the size of our user base.

Paid subscribers are total subscribers

that have completed registration with fuboTV, have activated a payment method (only reflects one paying user per plan), from which

fuboTV has collected payment in the month ending the relevant period.

Users who are on a free (trial) period are not included

in this metric.

We had 547,880 and 315,729 paid subscribers as of December 31, 2020 and 2019, respectively.

believe the number of Content Hours streamed on our platform is a relevant measure to gauge user engagement.

Content Hours is

defined as the sum of total hours of content watched on the fuboTV platform for a given period.

We had 544.9 million and 289.7

million Content Hours streamed in the twelve months ending December 31, 2020 and 2019, respectively.

Monthly Average Revenue Per User (ARPU)

believe Non-GAAP Monthly Average Revenue Per User (ARPU) is a relevant measure to gauge the revenue received per subscriber on

a monthly basis.

ARPU is defined as total subscriber revenue collected in the period, also known as Platform Bookings (subscriber

and advertising revenues excluding other revenues) divided by the average daily paid subscribers in such period divided by the

number of months in the period.

Our ARPU was $62.84 and $53.73 for the twelve months ending December 31, 2020 and 2019, respectively.

Monthly Average Cost Per User (ACPU)

believe Non-GAAP Monthly Average Cost Per User (ACPU) is a relevant measure to gauge our variable expenses per subscriber.

reflects Variable COGS per user, defined as subscriber related expenses less minimum guarantees expensed, payment processing for

deferred revenue, IAB fees for deferred revenue and other subscriber related expenses in a given period, divided by the average

daily subscribers in the period, divided by the number of months in the period.

Our ACPU was $56.48 and $55.37 for the twelve

months ending December 31, 2020 and 2019, respectively.

Adjusted Contribution Margin (ACM)

believe Non-GAAP Adjusted Contribution Margin (ACM) is a relevant metric to gauge our per-subscriber profitability.

ACM is calculated

by subtracting ACPU from ARPU and dividing the result by ARPU.

Our ACM was 10.1% and (3.1%) for the twelve months ending December

31, 2020 and 2019, respectively.

Reconciliation

of Certain GAAP to Non-GAAP Metrics

Reconciliation

of Revenue to Non-GAAP Platform Bookings and Reconciliation of Subscriber Related Expenses to Non-GAAP Variable COGS and Adjusted Contribution

Margin (in thousands except average subscriber and average per user amounts)

Twelve Months Ended December 31,

Revenue (GAAP)

Software licenses, net

Other revenue

Prior period subscriber deferred revenue

Current period subscriber deferred revenue

Non-GAAP Platform Bookings

Average subscribers

Months in period

Non-GAAP Monthly Average Revenue per User (Monthly ARPU)

Subscriber Related Expenses (GAAP)

Add (Subtract):

Payment processing for deferred revenue (current period)

In-App billing fees for deferred revenue (current period)

Content credits

Minimum guarantees expensed

Payment processing for deferred revenue (prior period)

In-App billing fees for deferred revenue (prior period)

Other subscriber related expenses

Non-GAAP Variable COGS

Average subscribers

Months in period

Non-GAAP Monthly Average Cost per User (Monthly ACPU)

Non-GAAP Monthly Average Revenue per User (Monthly ARPU)

Non-GAAP Monthly Average Cost per User (Monthly ACPU)

Non-GAAP Monthly Average Revenue per User (Monthly ARPU)

Non-GAAP Adjusted Contribution Margin

and Capital Resources

accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates

the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

primary sources of cash are receipts from subscriber and advertising revenue, as well as proceeds from equity and debt financings.

The primary uses of cash are content and programming license fees, operating expenses including payroll-related, marketing, technology

and professional fees and expenses related to the launch and operation of our wagering business.

have multi-year lease agreements for office space.

We expect to continue to incur material expenses for content and programming

license fees.

As our business and workforce expands, we further expect ongoing expenditures for computer systems.

we may pursue merger and acquisition activities that could materially impact our liquidity and capital resources.

December 31, 2020, we had cash and cash equivalents of $134.9 million and a working capital deficiency of $70.6 million.

We successfully

raised $181.0 million, net of offering expenses in October 2020, through a public offering of our common stock.

Subsequent to

December 31, 2020, we successfully raised $391.4 million, net of offering expenses through the sale of 3.25% senior convertible notes.

The proceeds from these offering together with improving results from operations provide us with the necessary liquidity to continue

as a going concern within one year from the date these financial statements are issued.

future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully

attract and retain subscribers, develop new technologies that can compete in a rapidly changing market with many competitors and

the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement

our product and service offerings.

addition to the foregoing, based on our current assessment, we do not expect any material impact on our long-term development

timeline and our liquidity due to the worldwide spread of a novel strain of coronavirus (“COVID 19”).

are continuing to assess the effect on its operations by monitoring the spread of COVID-19 and the actions implemented to combat

the virus throughout the world.

Given the daily evolution of the COVID-19 outbreak and the global response to curb its spread,

COVID-19 may affect our results of operations, financial condition, or liquidity.

Flows (in thousands)

Net cash used in operating

Net cash used in investing activities

Net cash provided

by financing activities

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern,

which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of

Company has cash of $7.6 million, a working capital deficiency of $49.5 million and an accumulated deficit of $135.8 million at

December 31, 2019.

The Company recorded a net loss of $117.8 million and net cash provided by operating activities was $1.7 million

for the year ended December 31, 2019.

The Company expects to continue incurring losses in the foreseeable future and will need

to raise additional capital to fund its operations, meet its obligations in the ordinary course of business and execute its longer-term

business plan.

These factors raise substantial doubt about the Company’s ability to continue as a going concern within one

year from the date that those financial statements are issued.

The consolidated financial statements do not include any adjustments

related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that

might be necessary should the Company be unable to continue as a going concern.

believes that the Company has access to capital resources through potential issuances of debt and equity securities.

of the Company to continue as a going concern is dependent on the Company’s ability to execute its strategy and raise additional

Management is currently seeking additional funds, primarily through the issuance of equity securities for cash, to operate

its business.

No assurance can be given that any future financing will be available or, if available, that it will be on terms

that are satisfactory to the Company.

Even if the Company is able to obtain additional financing, it may contain undue restrictions

on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case or equity financing.

In addition to the foregoing, based on the Company’s current assessment, the Company does not expect any material impact

on its long-term development timeline and its liquidity due to the worldwide spread of a novel strain of coronavirus (“COVID

However, the Company is continuing to assess the effect on its operations by monitoring the spread of COVID-19 and

the actions implemented to combat the virus throughout the world.

Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including its

ability to successfully commercialize its products and services, competing technological and market developments, and the need

to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product

and service offerings.

ability of the Company to continue as a going concern is dependent on the Company’s ability to execute its strategy and

to raise additional funds.

Management is currently seeking additional funds, primarily through the issuance of equity securities

for cash to operate its business.

No assurance can be given that any future financing will be available or, if available, that

it will be on terms that are satisfactory to the Company.

Even if the Company is able to obtain additional financing, it may contain

undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the

case or equity financing.

addition to the foregoing, based on the Company’s current assessment, the Company does not expect any material impact on

its long-term development timeline and its liquidity due to the worldwide spread of a novel strain of coronavirus (“COVID

However, the Company is continuing to assess the effect on its operations by monitoring the spread of COVID-19 and

the actions implemented to combat the virus throughout the world.

the year ended December 31, 2019, net cash provided by operating activities was $1.7 million, which consisted of our net loss

of $117.8 million, adjusted for non-cash expenses of $107.8 million including, $83.0 million of impairment charges recorded for

goodwill and intangible assets acquired with our acquisitions of Facebank AG and Nexway, $20.7 million of amortization expenses

related to our intangible assets acquired with Evolution AI, $13.5 million of losses recorded on investments, $1.4 million of

stock-based compensation, and $0.6 million of amortization of the debt discount, offset by $5.3 million related to the change

in fair value of our subsidiary warrant liability and our derivative liability, and $5.3 million of income tax benefit.

in operating assets and liabilities primarily consisted of increases in accounts payable of $5.5 million, offset by a decrease

in accounts receivable of $7.7 million.

the year ended December 31, 2018, net cash used in operating activities was $3.2 million, which primarily consisted of our net

loss of $13.1 million, adjusted for non-cash expenses of $9.3 million including, $8.2 million of depreciation and amortization

expenses, $3.8 million of stock-based compensation expense, $1.5 million of amortization expense for the debt discount related

to our convertible notes, offset by $2.1 million of income tax benefit, $1.9 million for the gain on extinguishment related to

our convertible notes, $0.7 million for the change in fair value of our derivative liability, and the increase in accounts payable

and accrued expenses of $0.6 million.

the year ended December 31, 2019, net cash provided by investing activities was $1.5 million, which primarily consisted of $2.3

million of cash received, net of cash paid, in connection with our acquisition of Facebank AG and Nexway, $1.0 million paid for

our investment in Panda Productions (HK) Limited (“Panda”), offset by $0.7 million received from accredited investors

for an interest in Panda, $0.2 million paid for intangible assets related to our Virtual Mayweather agreement, and $0.2 million

purchases of property and equipment.

were no investing activities for the year ended December 31, 2018.

the year ended December 31, 2019, net cash provided by financing activities was $4.4 million.

The net cash provided is primarily

related to $3.6 million of proceeds received from the sale of our common stock and warrants, $0.7 million of proceeds received

from the issuance of our preferred stock, $0.4 million received as an advance from a related party, $0.8 million of proceeds received

from the issuance of a convertible note and $0.1 million of proceeds received from the issuance of our subsidiary’s common

stock, offset by repayments of $0.5 million in connection with our convertible notes, repayments of $0.4 million to related parties,

and $0.3 million paid for the redemption of our Series D preferred stock.

Year Ended December 31,

Net cash (used in) provided by operating activities

Net cash (used in) provided by investing activities

Net cash provided by financing activities

Net increase in cash and cash equivalents

the year ended December 31, 2020, net cash used in operating activities was $149.0 million, which consisted of our net loss of

$599.4 million, adjusted for non-cash movements of $456.2 million.

The non-cash movements included $248.9 impairment of Facebank

Pre-Merger intangible assets and goodwill, $83.3 million change in fair value of warrants, $50.7 million of stock-based compensation,

$44.0 million of depreciation and amortization expenses primarily related to intangible assets, $24.5 million loss on extinguishment

of debt, $12.3 million of amortization of debt discounts, $8.6 million loss on deconsolidation of Nexway (net of cash),

$1.7 million of change in fair value of shares settled liability and $1.0 million of loss on foreign currency exchange, partially

offset by $9.7 million of deferred income tax benefit, $7.6 million gain on the sale of assets, $2.6 million of unrealized gain

on investments and $2.0 million change in fair value of profit share liability.

in operating assets and liabilities resulted in cash outflows of approximately $5.8 million, primarily due to a net increase in

accounts receivable, prepaid expenses and other current assets of $14.7 million, a decrease in accounts payable, due to related

parties and lease liabilities of $40.5 million, and partially offset by an increase in accrued expenses of $40.8 million, and

deferred revenue of $8.6 million.

the year ended December 31, 2020, net cash used in investing activities was $1.5 million, which consisted of a $10.0 million advance

to fuboTV Pre-Merger, $0.6 million related to the sale of Nexway and $0.2 million in capital expenditures, offset by net cash

received of $9.4 million from the acquisition of fuboTV Pre-Merger.

the year ended December 31, 2020, net cash provided by financing activities was $279.1 million.

The net cash provided is primarily

related to $3.1 million of proceeds received from the sale of our common stock, $1.8 million of proceeds received from the issuance

of our convertible notes, offset by repayments of $1.8 million of our convertible notes.

Sheet Arrangements

of December 31, 2019, there were no off-balance sheet arrangements.

related to $278.9 million of proceeds received from the sale of our common stock, $33.6 million of proceeds received in connection

with short-term and long-term borrowings, $3.9 million from the exercise of stock options and warrants and $3.0 million of proceeds

received from the issuance of convertible notes.

These proceeds were partially offset by repayments of $35.4 million of notes

payable, repayment of $3.9 million of convertible notes, and $0.9 million in connection with the redemption of Series D preferred

Accounting Policies

2 unchanged sentences

The preparation

of these consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the

reported amounts of assets, liabilities, expenses, and related disclosure of contingent assets and liabilities.

We evaluate, on

an ongoing basis, our estimates and judgments, including those related to the useful life of the assets.

We base our estimates

on historical experience and assumptions that we believe to be reasonable under the circumstances, the results of which form the

basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates.

methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results

that we report in our consolidated financial statements.

The Securities and Exchange Commission (the “SEC”), considers

an entity’s most critical accounting policies to be those policies that are both most important to the portrayal of a company’s

financial condition and results of operations and those that require management’s most difficult, subjective or complex

judgments, often as a result of the need to make estimates about matters that are inherently uncertain at the time of estimation.

For a more detailed discussion of the accounting policies of the Company, see Note 2 of the Notes to the Consolidated Financial

Statements, “Summary of Significant Accounting Policies”.

believe the following critical accounting policies, among others, require significant judgments and estimates used in the preparation

of our consolidated financial statements.

Testing of Long-Lived Assets

Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value

may not be recoverable.

When such factors and circumstances exist, the Company compares the projected undiscounted future cash

flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying

Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available,

or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made.

the year ended December 31, 2019, the Company recorded impairment charges of approximately $8.6 million related to the intangible

assets acquired with the Company’s acquisition of Nexway.

and Business Combinations

Company allocates the fair value of purchase consideration issued in business combination transactions to the tangible assets

acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values.

excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded

Such valuations require management to make significant estimates and assumptions, especially with respect to intangible

Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows

from, acquired technology, trade-marks and trade names, useful lives, and discount rates.

Management’s estimates of fair

value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result,

actual results may differ from estimates.

During the measurement period, which is one year from the acquisition date, we may record

adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill.

Upon the conclusion of

the measurement period, any subsequent adjustments are recorded to earnings.

Company tests goodwill for impairment at the reporting unit level on an annual basis on December 31 for each fiscal year or more

frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable.

assesses qualitative factors to determine whether it is more likely than not that the fair value of a single reporting unit is

less than its carrying amount under ASU No.

2017-04, Goodwill and Other (Topic 350):

Simplifying the Accounting for Goodwill Impairment,

issued by the FASB.

If it is determined that the fair value is less than its carrying amount, the excess of the goodwill carrying

amount over the implied fair value is recognized as an impairment loss.

Company tested goodwill for impairment as of December 31, 2019 and based on its review, the Company recognized an impairment charge

totaling $74.4 million, in connection with its acquisition of FaceBank AG and Nexway.

There were no goodwill impairment charges

recorded during the year ended December 31, 2018.

Changes in economic and operating conditions and the impact of COVID-19 could

result in goodwill impairment in future periods.

Company’s intangible assets represent definite lived intangible assets, which are being amortized on a straight- line basis

over their estimated useful lives as follows:

animation technologies

and trade names

and visual effects technologies

asset library

relationships

From Contracts With Customers

Company recognizes revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers (the “revenue

standard”) on a net basis, as the Company is an agent and not a principal.

The core principle of the revenue standard is

that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects

the consideration to which the company expects to be entitled in exchange for those goods or services.

A good or service is transferred

to a customer when, or as, the customer obtains control of that good or service.

The following five steps are applied to achieve

that core principle:

Identify the contract with the customer

Identify the performance obligations in the contract

Determine the transaction price

Allocate the transaction price to the performance obligations in the contract

Recognize revenue when the company satisfies a performance obligation

Company recognized net revenues from contracts with customers of approximately $4.3 million during the year ended December 31,

2019, primarily from the sale of software licenses.

Revenue from the sale of software licenses are recognized as a single performance

obligation at the point in time that the software license is delivered to the customer.

The Company under its contracts is required

to provide its customers with 30 days to return the license for a full refund, regardless of reason, and the Company will be provided

a refund in full of its cost to sell the license.

Therefore, for Nexway, the Company acts

as an agent and recognizes revenue on a net basis.

Financial Instruments

Monte Carlo Model was used to estimate the fair value of the embedded conversion features of the Company’s convertible notes.

The model includes subjective input assumptions that can materially affect the fair value estimates.

The expected volatility is

estimated based on the most recent historical period of time equal to the weighted average life of the convertible notes.

were no extinguishment charges, as the notes converted to shares in accordance with the prepayment provisions specified in the

note agreements.

Company accounts for common stock warrants with cash settlement features as liability instruments at fair value.

This liability

is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s

consolidated statements of operations.

The fair value of liabilities classified as warrants has been estimated using the Monte

Carlo simulation model.

Preferred Stock

shares subject to mandatory redemption are classified as liability instruments and are measured at fair value.

The Company classifies

conditionally redeemable preferred shares, which includes preferred shares that feature redemption rights that are either within

the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s

control, as temporary equity (“mezzanine”) until such time as the conditions are removed or lapse.

of these consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

We have identified all significant accounting policies in Note 3 to our consolidated financial statements in Part II, Item 8 of

this Annual Report on Form 10-K.

recognize, separately from goodwill, identifiable assets and liabilities acquired in a business combination at fair value on the

date of acquisition.

We use our best estimates and assumptions to accurately assign fair value to the tangible and identifiable

intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible

We estimate the useful lives of the intangible assets based on the expected period over which we anticipate generating

economic benefit from the asset.

The determination of the fair value of acquired identifiable intangible assets requires us to

make significant estimates and assumptions regarding projected revenue and growth rates, royalty rates, and discount rates.

Unanticipated

events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results.

We also review our intangible assets for impairment whenever changes in circumstances indicate that the carrying amount of an

asset is not recoverable.

accounting for the Merger described in Note 4 to our consolidated financial statements in Part II, Item 8 of this Annual Report

on Form 10-K, judgment was required in determining the accounting acquirer.

Our evaluation of the accounting acquirer considered

various indicators including voting rights, minority voting interest, composition of board of directors, composition of management

and relative size of the entities.

We ultimately concluded that Facebank Pre-Merger was the accounting acquirer in the Merger

because (i) FaceBank Pre-Merger’s stockholders owned approximately 57% of the voting common shares of the combined company

immediately following the closing of the Merger (54% assuming the exercise of all vested stock options as of the closing of the

transaction) and (ii) directors appointed by FaceBank Pre-Merger would hold a majority of board seats in the combined company.

test goodwill for impairment on an annual basis during the fourth quarter of each calendar year or earlier when circumstances

We measure recoverability of goodwill at the reporting unit level.

The process of determining the fair value of a reporting

unit is highly subjective and involves the use of significant estimates and assumptions.

In performing our annual assessment,

we can opt to perform a qualitative assessment to test a reporting unit’s goodwill for impairment or we can directly perform

a quantitative assessment.

Based on our qualitative assessment, if we determine that the fair value of our reporting unit is,

more likely than not, less than its carrying amount, then the quantitative assessment is performed.

Any excess of the reporting

unit’s carrying amount over its fair value will be recorded as an impairment loss.

the third quarter of 2020, we identified a triggering event related to our Facebank reporting unit that required us to perform

a quantitative assessment.

We concluded that the fair value of the reporting unit was less than its carrying value and we recognized

an impairment charge of $148.1 million in third quarter of 2020.

The impairment charge was primarily related to the departure

of the former executive of the Facebank business and our shift in focus to the fuboTV business.

performed our annual impairment test as of December 31, 2020 and concluded that no additional impairment charges were necessary.

identify intangible assets acquired in a business combination and determine their fair value.

The determination involves certain

judgments and estimates.

We amortize purchased-intangible assets on a straight-line basis over the estimated useful life of the

We review purchased-intangible assets whenever events or changes in circumstances indicate that the useful life is shorter

than we had originally estimated or that the carrying amount of assets may not be recoverable.

If such facts and circumstances

indicate an asset’s carrying amount may not be recoverable, we assess the recoverability of purchased-intangible assets

by comparing the projected undiscounted net cash flows associated with the asset group against their respective carrying amounts.

Impairment, if any, is based on the excess of the carrying amount over the fair value of these asset groups.

If the useful life

of the asset is shorter than originally estimated, we accelerate the rate of amortization and amortize the remaining carrying

value over the new shorter useful life

the third and fourth quarters of 2020, we identified triggering events related to our Facebank intangible assets that

required us to perform a quantitative assessment.

We concluded that the fair value of the intangible assets was less than its

carrying value and we recognized impairment charges of $100.3 million related to the legacy Facebank intangible

Issued Accounting Pronouncements

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity