What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-03-01 compared with 2021-03-25 · 20 added, 462 removed, 4 unchanged (99% of the section changed)

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

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.

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

common stock trades on the New York Stock Exchange under the symbol, “FUBO.”

of January 31, 2022, there were 294 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.

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

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.

Payment of 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

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.

forth below is information regarding all unregistered securities sold by the Company during the year ended December 31, 2021:

February 2021, the Company issued an aggregate of 623,068 shares of its common stock in connection with its acquisition of Vigtory,

These shares were subsequently registered for resale pursuant to a registration statement on Form S-3.

December 2021, the Company issued an aggregate of 464,700 shares of its common in connection with its acquisition of Edisn.

shares of the Company’s common stock were be issued pursuant to the exemptions from registration found in Section 4(2) of the Securities

Act and Regulation D and Regulation S promulgated thereunder .

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:

December 2021, the Company repurchased the following shares of its common stock held by a former employee:

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.

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

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

Depreciation and amortization

Impairment of intangible assets and goodwill

Total operating expenses

Operating loss

Other income (expense)

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 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.

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, 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

Price per share

December 13, 2021

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)

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 $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

discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements,

which have been prepared in accordance with accounting principles generally accepted in the United States of America.

The preparation

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

Note 3 in the accompanying consolidated financial statements for a discussion of recent accounting policies.

Quantitative and Qualitative Disclosures About Market Risk.

required for smaller reporting companies.

Financial Statements and Supplementary Data.

financial statements required by this Item 8 are included elsewhere in Annual Report on Form 10-K beginning on page F-1.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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