Item 1. Financial Statements
Item 1. Financial Statements
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fuboTV Inc.
Condensed Consolidated Balance Sheets
(in thousands, except for share and per share information)
June 30,
2023 December 31,
2022
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 293,515 $ 337,087
Accounts receivable, net 48,885 43,996
Prepaid sports rights 36,900 37,668
Prepaid and other current assets 15,632 13,508
Assets of discontinued operations 2,151 4,643
Total current assets 397,083 436,902
Property and equipment, net 5,015 4,975
Restricted cash 6,141 6,139
Intangible assets, net 166,407 171,832
Goodwill 621,076 618,506
Right-of-use assets 37,592 35,888
Other non-current assets 6,936 3,532
Total assets $ 1,240,250 $ 1,277,774
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable $ 49,247 $ 66,952
Accrued expenses and other current liabilities 242,894 264,415
Notes payable 5,997 5,687
Deferred revenue 60,746 65,370
Long-term borrowings - current portion 1,700 1,986
Current portion of lease liabilities 3,887 1,763
Liabilities of discontinued operations 26,761 32,581
Total current liabilities 391,232 438,754
Convertible notes, net of discount 395,362 394,094
Deferred income taxes 530 765
Lease liabilities 39,611 39,266
Other long-term liabilities 3,401 1,565
Total liabilities 830,136 874,444
COMMITMENTS AND CONTINGENCIES (Note 13)
Redeemable non-controlling interest — 1,648
Shareholders’ equity:
Common stock par value $ 0.0001 : 400,000,000 shares authorized; 292,559,125 and 209,684,548 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively
29 21
Additional paid-in capital 2,110,746 1,972,006
Accumulated deficit ( 1,691,641 ) ( 1,558,088 )
Non-controlling interest ( 11,309 ) ( 11,662 )
Accumulated other comprehensive income (loss) 2,289 ( 595 )
Total shareholders’ equity $ 410,114 $ 401,682
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY AND TEMPORARY EQUITY $ 1,240,250 $ 1,277,774
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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fuboTV Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(in thousands, except share and per share amounts)
For the Three Months Ended
June 30,
For the Six Months Ended
June 30,
2023 2022 2023 2022
Revenues
Subscription $ 288,994 $ 199,943 $ 589,869 $ 419,111
Advertising 23,070 22,020 45,791 45,172
Other 671 109 1,449 109
Total revenues 312,735 222,072 637,109 464,392
Operating expenses
Subscriber related expenses 270,953 218,900 572,331 464,561
Broadcasting and transmission 18,327 17,157 38,091 37,454
Sales and marketing 33,819 28,159 76,765 70,711
Technology and development 17,778 18,040 36,005 36,758
General and administrative 15,460 22,790 30,137 49,482
Depreciation and amortization 8,913 8,410 17,755 19,766
Total operating expenses 365,250 313,456 771,084 678,732
Operating loss ( 52,515 ) ( 91,384 ) ( 133,975 ) ( 214,340 )
Other income (expense)
Interest expense, net of interest income ( 457 ) ( 3,511 ) ( 1,712 ) ( 7,112 )
Amortization of debt discount ( 645 ) ( 619 ) ( 1,268 ) ( 1,219 )
Change in fair value of warrant liabilities — — — ( 1,701 )
Other income (expense) ( 713 ) 195 ( 857 ) 287
Total other income (expense) ( 1,815 ) ( 3,935 ) ( 3,837 ) ( 9,745 )
Loss from continuing operations before income taxes ( 54,330 ) ( 95,319 ) ( 137,812 ) ( 224,085 )
Income tax benefit 121 355 235 758
Net loss from continuing operations ( 54,209 ) ( 94,964 ) ( 137,577 ) ( 223,327 )
Discontinued operations
Income (loss) from discontinued operations before income taxes 4,259 ( 21,310 ) 4,003 ( 33,764 )
Income tax benefit — — — —
Net income (loss) from discontinued operations 4,259 ( 21,310 ) 4,003 ( 33,764 )
Net loss ( 49,950 ) ( 116,274 ) ( 133,574 ) ( 257,091 )
Less: Net loss attributable to non-controlling interest 10 150 21 243
Net loss attributable to common shareholders $ ( 49,940 ) $ ( 116,124 ) $ ( 133,553 ) $ ( 256,848 )
Other comprehensive income (loss)
Foreign currency translation adjustment ( 137 ) ( 844 ) ( 2,893 ) ( 3,059 )
Comprehensive loss attributable to common shareholders $ ( 50,077 ) $ ( 116,968 ) $ ( 136,446 ) $ ( 259,907 )
Net loss per share attributable to common shareholders
Basic and diluted loss per share from continuing operations $ ( 0.19 ) $ ( 0.51 ) $ ( 0.53 ) $ ( 1.30 )
Basic and diluted loss per share from discontinued operations $ 0.02 $ ( 0.12 ) $ 0.02 $ ( 0.20 )
Basic and diluted loss per share $ ( 0.17 ) $ ( 0.63 ) $ ( 0.51 ) $ ( 1.50 )
Weighted average shares outstanding:
Basic and diluted 291,720,400 185,103,005 258,646,559 171,316,513
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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fuboTV Inc.
Condensed Consolidated Statements of Changes in Shareholders’ Equity
Three and Six Months Ended June 30, 2023 and 2022
(Unaudited)
(in thousands, except share and per share amounts)
Common Stock Additional
Paid-In
Capital Accumulated
Deficit Non-controlling
Interest Accumulated Other Comprehensive Loss Total
Shareholders’
Equity
Shares Amount
Balance at December 31, 2022
209,684,548 $ 21 $ 1,972,006 $ ( 1,558,088 ) $ ( 11,662 ) $ ( 595 ) $ 401,682
Issuance of common stock, net of offering costs 71,444,729 7 106,050 — — — 106,057
Exercise of stock options 28,663 — 46 — — — 46
Cancellation of escrow shares in connection with Edisn acquisition ( 12,595 ) — ( 344 ) — — — ( 344 )
Delivery of common stock underlying restricted stock units 454,462 — — — — — —
Stock-based compensation — — 11,738 — — — 11,738
Molotov non-controlling interest — — ( 864 ) — 374 ( 9 ) ( 499 )
Foreign currency translation adjustment — — — — — 2,756 2,756
Net loss attributable to non-controlling interest — — — — ( 11 ) — ( 11 )
Net loss attributable to common shareholders — — — ( 83,613 ) — — ( 83,613 )
Balance at March 31, 2023 (Unaudited) 281,599,807 $ 28 $ 2,088,632 $ ( 1,641,701 ) $ ( 11,299 ) $ 2,152 $ 437,812
Issuance of common stock, net of offering costs 10,250,000 1 10,854 — — — 10,855
Exercise of stock options 161,825 — 49 — — — 49
Delivery of common stock underlying restricted stock units 547,493 — — — — — —
Stock-based compensation — — 11,211 — — — 11,211
Foreign currency translation adjustment — — — — — 137 137
Net loss attributable to non-controlling interest — — — — ( 10 ) — ( 10 )
Net loss attributable to common shareholders — — — ( 49,940 ) — — ( 49,940 )
Balance at June 30, 2023 (Unaudited) 292,559,125 $ 29 $ 2,110,746 $ ( 1,691,641 ) $ ( 11,309 ) $ 2,289 $ 410,114
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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fuboTV Inc.
Condensed Consolidated Statements of Changes in Shareholders’ Equity
Three and Six Months Ended June 30, 2023 and 2022
(Unaudited)
(in thousands, except share and per share amounts)
Common Stock Additional
Paid-In
Capital Accumulated
Deficit Non-controlling
Interest Accumulated Other Comprehensive Loss Total
Shareholders’
Equity
Shares Amount
Balance at December 31, 2021
153,950,895 $ 16 $ 1,691,206 $ ( 1,009,293 ) $ ( 11,220 ) $ 172 $ 670,881
Issuance of common stock, net of offering costs 27,443,580 2 203,794 — — — 203,796
Reclassification of the equity components of the 2026 Convertible Notes to liability upon adoption of ASU 2020-06 — — ( 87,946 ) 12,682 — — ( 75,264 )
Exercise of warrants 540,541 — 10,249 — — — 10,249
Exercise of stock options 349,847 — 443 — — — 443
Delivery of common stock underlying restricted stock units 392,326 — — — — — —
Stock-based compensation — — 19,449 — — — 19,449
Foreign currency translation adjustment — — — — — ( 2,215 ) ( 2,215 )
Net loss attributable to non-controlling interest — — — — ( 93 ) — ( 93 )
Net loss attributable to common shareholders — — — ( 140,724 ) — — ( 140,724 )
Balance at March 31, 2022 (Unaudited) 182,677,189 $ 18 $ 1,837,195 $ ( 1,137,335 ) $ ( 11,313 ) $ ( 2,043 ) $ 686,522
Issuance of common stock, net of offering costs 2,400,000 1 16,391 — — — 16,392
Exercise of stock options 80,275 — 129 — — — 129
Delivery of common stock underlying restricted stock units 135,603 — — — — — —
Stock-based compensation — — 14,209 — — — 14,209
Foreign currency translation adjustment — — — — — ( 844 ) ( 844 )
Net loss attributable to non-controlling interest — — — — ( 150 ) — ( 150 )
Net loss attributable to common shareholders — — — ( 116,124 ) — — ( 116,124 )
Balance at June 30, 2022 (Unaudited) 185,293,067 19 1,867,924 ( 1,253,459 ) ( 11,463 ) ( 2,887 ) 600,134
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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fuboTV Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands, except share and per share amounts)
For the Six Months Ended
June 30,
2023 2022
Cash flows from operating activities
Net loss $ ( 133,574 ) $ ( 257,091 )
Less: Income (Loss) from discontinued operations, net of tax 4,003 ( 33,764 )
Net loss from continuing operations ( 137,577 ) ( 223,327 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 17,755 19,766
Stock-based compensation 26,744 30,291
Amortization of debt discount 1,268 1,219
Deferred income tax benefit ( 235 ) ( 758 )
Change in fair value of warrant liabilities — 1,701
Amortization of right-of-use assets 1,359 1,721
Other adjustments 319 653
Changes in operating assets and liabilities of business, net of acquisitions:
Accounts receivable, net ( 4,828 ) 2,465
Prepaid expenses and other assets ( 5,169 ) 13,669
Prepaid sports rights 1,127 ( 38,687 )
Accounts payable ( 20,716 ) ( 3,284 )
Accrued expenses and other liabilities ( 22,845 ) ( 6,700 )
Deferred revenue ( 4,659 ) ( 1,962 )
Lease liabilities ( 610 ) 604
Net cash used in operating activities - continuing operations ( 148,067 ) ( 202,629 )
Net cash used in operating activities - discontinued operations ( 1,232 ) ( 14,369 )
Net cash used in operating activities ( 149,299 ) ( 216,998 )
Cash flows from investing activities
Purchase of short-term investments — ( 100,000 )
Purchases of property and equipment ( 267 ) ( 962 )
Capitalization of Internal Use Software ( 8,404 ) ( 1,949 )
Net cash used in investing activities - continuing operations ( 8,671 ) ( 102,911 )
Net cash used in investing activities - discontinued operations — ( 4,255 )
Net cash used in investing activities ( 8,671 ) ( 107,166 )
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
fuboTV Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands, except share and per share amounts)
For the Six Months Ended
June 30,
2023 2022
Cash flows from financing activities
Proceeds from the issuance of common stock, net of offering costs 116,903 220,188
Redemption of non-controlling interest ( 2,147 ) —
Vested restricted stock units settled for cash ( 125 ) —
Proceeds from exercise of stock options 95 572
Proceeds from the exercise of warrants — 5,000
Repayments of notes payable and long-term borrowings ( 326 ) ( 1,359 )
Net cash provided by financing activities - continuing operations 114,400 224,401
Net cash provided by financing activities - discontinued operations — —
Net cash provided by financing activities 114,400 224,401
Net decrease in cash, cash equivalents and restricted cash ( 43,570 ) ( 99,763 )
Cash, cash equivalents and restricted cash at beginning of period 343,226 376,080
Cash, cash equivalents and restricted cash at end of period $ 299,656 $ 276,317
Supplemental disclosure of cash flows information:
Interest paid $ 6,579 $ 6,639
Income taxes paid $ 6 $ —
Non-cash financing and investing activities:
Shares settled liability $ 3,670 $ —
Reclassification of the equity components of the 2026 Convertible Notes to liability upon adoption of ASU 2020-06 $ — $ 75,264
Cashless exercise of warrants $ — $ 5,249
Accrued expenses - Issuance of common stock $ 9 $ —
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Note 1 - Organization and Nature of Business
Incorporation
fuboTV Inc. (“Fubo” or the “Company”) was incorporated under the laws of the State of Florida in February 2009 under the name York Entertainment, Inc. The Company changed its name to FaceBank Group, Inc. on September 30, 2019. On August 10, 2020, the Company changed its name to fuboTV Inc. and as of May 1, 2020, the Company’s trading symbol was changed from “FBNK” to “FUBO.” The Company’s common stock was approved for listing on the New York Stock Exchange (“NYSE”) in connection with a public offering in October 2020 and commenced trading on the NYSE on October 8, 2020.
Unless the context otherwise requires, “FuboTV,” “we,” “us,” “our,” and the “Company” refers to the Company and its subsidiaries on a consolidated basis.
Nature of Business
The Company is principally focused on offering consumers a leading live TV streaming platform for sports, news, and entertainment through its streaming platform. The Company’s revenues are almost entirely derived from the sale of subscription services and the sale of advertisements in the United States, though the Company has expanded into several international markets, with operations in Canada, Spain and France.
The Company’s subscription-based streaming services are offered to consumers who can sign-up for accounts through which the Company provides basic plans with the flexibility for consumers to purchase incremental features that include additional content or enhanced functionality (“Attachments”) best suited for them. Besides the website, consumers can also sign-up via some TV-connected devices. The FuboTV platform provides 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.
Note 2 - Liquidity, Going Concern and Management Plans
The accompanying unaudited condensed 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 business.
The Company had cash and cash equivalents and restricted cash of $ 299.7 million (excluding discontinued operations), working capital (excluding discontinued operations) of $ 30.5 million and an accumulated deficit of $ 1.7 billion as of June 30, 2023. The Company incurred a net loss from continuing operations of $ 54.2 million and $ 137.6 million for the three and six months ended June 30, 2023, respectively. Since inception, the Company’s operations have been financed primarily through the sale of equity and debt securities. The Company has incurred losses from operations and negative cash flows from operating activities since inception and expects to incur substantial losses.
As discussed further in Note 12, during the six months ended June 30, 2023, the Company received net proceeds of approximately $ 116.9 million (after deducting $ 2.7 million in commissions and expenses) from sales of 81,694,729 shares of its common stock, at a weighted average gross sales price of $ 1.46 per share pursuant to an at-the-market sales agreement with its sales agents.
The Company believes that its current cash and cash equivalents provide it with the necessary liquidity to continue as a going concern for at least one year from the date of issuance of these financial statements.
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
In addition to the foregoing, the Company cannot predict the potential impact on its development timelines, revenue levels and its liquidity due to macroeconomic factors, including inflationary cost pressures and potential recession indicators, which depend on factors beyond the Company's knowledge or control. Based upon the Company’s current assessment, it does not expect the impact of macroeconomic factors to materially impact the Company’s operations. However, the Company is continuing to assess the impact that macroeconomic factors may have on its operations, financial condition and liquidity.
Note 3 - Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
The Company’s condensed consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiaries and non-wholly owned subsidiaries where the Company has a controlling interest. All intercompany balances and transactions have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of such interim results. Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations only (see Note 4 for information on discontinued operations).
The results for the unaudited condensed consolidated statement of operations and comprehensive loss are not necessarily indicative of results to be expected for the year ending December 31, 2023 or for any future interim period. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2022 and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on February 27, 2023.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Those estimates and assumptions include allocating the fair value of purchase consideration to assets acquired and liabilities assumed in business acquisitions, useful lives of property and equipment and intangible assets, recoverability of goodwill and intangible assets, accruals for contingent liabilities, equity instruments issued in share-based payment arrangements, and accounting for income taxes, including the valuation allowance on deferred tax assets.
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Cash, Cash Equivalents and Restricted Cash
The Company considers all highly liquid investments with remaining maturities at the date of purchase of three months or less to be cash equivalents, including balances held in the Company’s money market account. Restricted cash primarily represents cash on deposit with financial institutions in support of a letter of credit outstanding in favor of the Company’s landlord for office space. The restricted cash balance has been excluded from the cash balance and is classified as restricted cash on the condensed consolidated balance sheets.
The following table provides a reconciliation of cash, cash equivalents and restricted cash within the condensed consolidated balance sheets that sum to the total of the same on the condensed consolidated statement of cash flows (in thousands):
June 30, 2023 December 31, 2022
Cash and cash equivalents $ 293,515 $ 337,087
Restricted cash 6,141 6,139
Total cash, cash equivalents and restricted cash $ 299,656 $ 343,226
Certain Risks and Concentrations
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of demand deposits and accounts receivable. The Company maintains cash deposits with financial institutions that at times exceed applicable insurance limits.
The majority of the Company’s software and computer systems utilize data processing, storage capabilities and other services provided by Google Cloud Platform and Amazon Web Services, which cannot be easily switched to another cloud service provider. As such, any disruption of the Company’s interference with Google Cloud Platform and Amazon Web Services could adversely impact the Company’s operations and business.
Segment and Reporting Unit Information
Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is determined to be the CODM. The CODM reviews financial information and makes resource allocation decisions at the consolidated group level. The Company has one operating segment as of June 30, 2023, the streaming business.
Significant Accounting Policies
For a detailed discussion of the Company’s significant accounting policies, see Note 3 to the consolidated financial statements for the year ended December 31, 2022, included in the Company’s Annual Report.
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Net Loss Per Share
Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period.
The following table presents the calculation of basic and diluted net loss per share (in thousands, except shares and per share data):
Three Months Ended
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
Basic loss per share:
Loss from continuing operations $ ( 54,209 ) $ ( 94,964 ) $ ( 137,577 ) $ ( 223,327 )
Less: net loss attributable to non-controlling interest 10 150 21 243
Loss from continuing operations available to common shareholders ( 54,199 ) ( 94,814 ) ( 137,556 ) ( 223,084 )
Income (loss) from discontinued operations, net of tax 4,259 ( 21,310 ) 4,003 ( 33,764 )
Net loss attributable to common shareholders $ ( 49,940 ) $ ( 116,124 ) $ ( 133,553 ) $ ( 256,848 )
Shares used in computation:
Weighted-average common shares outstanding 291,720,400 185,103,005 258,646,559 171,316,513
Basic and diluted loss per share from continuing operations $ ( 0.19 ) $ ( 0.51 ) $ ( 0.53 ) $ ( 1.30 )
Basic and diluted loss per share from discontinued operations $ 0.02 $ ( 0.12 ) $ 0.02 $ ( 0.20 )
Basic and diluted loss per share $ ( 0.17 ) $ ( 0.63 ) $ ( 0.51 ) $ ( 1.50 )
The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive:
June 30,
2023 2022
Warrants to purchase common stock 166,670 3
Stock options 19,192,053 15,854,229
Unvested restricted stock units 14,210,700 7,158,200
Convertible notes variable settlement feature 6,966,078 6,966,078
Total 40,535,501 29,978,510
Recently Issued Accounting Standards
The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change.
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Note 4 – Discontinued Operations
Dissolution of Fubo Gaming
On October 17, 2022, the Company dissolved its wholly owned subsidiary Fubo Gaming Inc. ("Fubo Gaming"). In connection with the dissolution of Fubo Gaming, the Company concurrently ceased operation of Fubo Sportsbook.
Net loss from Fubo Gaming's discontinued operations consists of the following for the three and six months ended June 30, 2023 and 2022:
For the Three Months Ended
June 30,
Six Months Ended
June 30,
2023 2022 2023 2022
Revenues
Wagering $ — $ ( 182 ) $ — $ ( 483 )
Total revenues — ( 182 ) — ( 483 )
Operating expenses
Sales and marketing — 2,630 ( 59 ) 6,264
Technology and development — 2,883 17 5,590
General and administrative 481 4,655 746 10,192
Depreciation and amortization — 109 — 215
Gain on extinguishment of liabilities ( 4,740 ) — ( 4,740 ) —
Impairment of goodwill, intangible assets, and other long-lived assets, net — 10,682 33 10,682
Total operating expenses ( 4,259 ) 20,959 ( 4,003 ) 32,943
Operating income (loss) 4,259 ( 21,141 ) 4,003 ( 33,426 )
Other income (expense)
Interest expense and financing costs — ( 169 ) — ( 338 )
Total other expense — ( 169 ) — ( 338 )
Income (loss) from discontinued operations before income taxes 4,259 ( 21,310 ) 4,003 ( 33,764 )
Income tax benefit — — — —
Net income (loss) from discontinued operations 4,259 ( 21,310 ) 4,003 ( 33,764 )
During the three and six months ended June 30, 2023, the Company recorded a $ 4.7 million gain on extinguishment of certain liabilities. As of June 30, 2023, the balance sheet of discontinued operations consisted primarily of accounts payable, accrued expenses and other current liabilities of $ 24.7 million, primarily related to contract termination costs.
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Note 5 - Revenue from Contracts with Customers
Disaggregated revenue
The following table presents the Company’s revenues disaggregated into categories based on the nature of such revenues (in thousands):
Three Months Ended
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
Subscription $ 288,994 $ 199,943 $ 589,869 $ 419,111
Advertising 23,070 22,020 45,791 45,172
Other 671 109 1,449 109
Total revenues $ 312,735 $ 222,072 $ 637,109 $ 464,392
The following tables summarize subscription revenue and advertising revenue by region for the six months ended June 30, 2023 and 2022 (in thousands):
Subscription
Three Months Ended
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
United States and Canada (North America) $ 281,088 $ 194,403 $ 574,346 $ 408,409
Rest of world 7,906 5,540 15,523 10,702
Total subscription revenues $ 288,994 $ 199,943 $ 589,869 $ 419,111
Advertising
Three Months Ended
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
United States and Canada (North America) $ 22,820 $ 21,717 $ 45,335 $ 44,487
Rest of world 250 303 456 685
Total advertising revenues $ 23,070 $ 22,020 $ 45,791 $ 45,172
Contract balances
There were no losses recognized related to any receivables arising from the Company’s contracts with customers for the six months ended June 30, 2023 and 2022.
For the three and six months ended June 30, 2023 and 2022, there were no material contract assets recorded on the accompanying condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022.
The Company’s contract liabilities primarily relate to upfront payments and consideration received from customers for subscription services. As of June 30, 2023, and December 31, 2022, the Company’s contract liabilities totaled approximately $ 60.7 million and $ 65.4 million, respectively, and are recorded as deferred revenue on the accompanying condensed consolidated balance sheets.
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Transaction price allocated to remaining performance obligations
The Company does not disclose the transaction price allocated to remaining performance obligations since subscription and advertising contracts have an original expected term of one year or less.
Note 6 – Property and equipment, net
Property and equipment, net, is comprised of the following (in thousands):
Useful Life
(Years) June 30, 2023 December 31, 2022
Furniture and fixtures 5 $ 523 $ 441
Computer equipment 3 - 5
4,019 2,922
Leasehold improvements Term of lease 5,199 5,136
9,741 8,499
Less: Accumulated depreciation ( 4,726 ) ( 3,524 )
Total property and equipment, net $ 5,015 $ 4,975
Depreciation expense totaled approximately $ 0.4 million and $ 0.3 million for the three months ended June 30, 2023 and 2022, respectively. Depreciation expense totaled approximately $ 0.8 million and $ 0.6 million for the six months ended June 30, 2023 and 2022, respectively.
Note 7 – Intangible Assets and Goodwill
Intangible Assets
The table below summarizes the Company’s intangible assets at June 30, 2023 and December 31, 2022 (in thousands):
Useful
Life
(Years) Weighted
Average
Remaining
Life
(Years) June 30, 2023
Intangible Assets Accumulated Amortization Net Balance
Customer relationships 2
0.4 $ 32,609 $ ( 30,748 ) $ 1,861
Trade names 2 - 9
5.6 38,850 ( 14,311 ) 24,539
Capitalized Internal Use Software 3 2.4 16,892 ( 3,172 ) 13,720
Software and technology 3 - 9
5.6 194,794 ( 68,507 ) 126,287
Total $ 283,145 $ ( 116,738 ) $ 166,407
Useful
Lives
(Years) Weighted
Average
Remaining
Life
(Years) December 31, 2022
Intangible Assets Accumulated Amortization Net Balance
Customer relationships 2
1.2 $ 32,433 $ ( 28,421 ) $ 4,012
Trade names 2 - 9
6.2 38,837 ( 12,018 ) 26,819
Capitalized Internal Use Software 3 2.4 8,487 ( 1,757 ) 6,730
Software and technology 3 - 9
6.1 191,735 ( 57,464 ) 134,271
Total $ 271,492 $ ( 99,660 ) $ 171,832
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The intangible assets are being amortized over their respective original useful lives, which range from two to nine years . The Company recorded amortization expense related to the above intangible assets of approximately $ 8.5 million and $ 8.1 million for the three months ended June 30, 2023 and 2022, respectively. The Company recorded amortization expense related to the above intangible assets of approximately $ 16.9 million and $ 19.2 million for the six months ended June 30, 2023 and 2022, respectively.
The estimated future amortization expense associated with intangible assets, net is as follows (in thousands):
Year ended December 31, Future Amortization
2023 $ 18,189
2024 32,289
2025 30,471
2026 27,993
2027 26,481
Thereafter 30,984
Total $ 166,407
Goodwill
The following table is a summary of the changes to goodwill for the six months ended June 30, 2023 (in thousands):
Balance - December 31, 2022
$ 618,506
Foreign currency translation adjustment 2,570
Balance - June 30, 2023
$ 621,076
As of June 30, 2023, goodwill includes and accumulated impairment charge of $ 148.1 million.
Note 8 – Accounts Payable, Accrued Expenses, and Other Liabilities
Accounts payable, accrued expenses, and other liabilities are presented below (in thousands):
June 30, 2023 December 31, 2022
Affiliate fees $ 186,570 $ 218,367
Broadcasting and transmission 18,167 15,732
Selling and marketing 10,522 26,907
Accrued compensation 10,535 9,838
Legal and professional fees 3,676 3,712
Sales tax 43,656 37,934
Accrued interest 4,687 4,773
Subscriber related 3,780 3,101
Share settled liability 6,530 2,860
Other 7,419 9,708
Total $ 295,542 $ 332,932
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Note 9 – Income Taxes
Three Months Ended
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
Income tax benefit 121 355 235 758
Effective tax rate 0.22 % 0.37 % 0.17 % 0.34 %
The Company’s effective tax rates on continuing operations were lower than the U.S. statutory rate of 21% primarily due to a valuation allowance recorded against the Company’s deferred tax assets in these periods.
The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all the deferred tax assets will not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carrybacks and tax-planning strategies. Generally, more weight is given to objectively verifiable evidence, such as the cumulative losses in recent years, as a significant piece of negative evidence to overcome. At June 30, 2023 and December 31, 2022, the Company continued to maintain that a portion of its deferred tax assets do not meet the more likely than not realization threshold. Therefore, the Company continued to maintain a valuation allowance against such assets.
Note 10 – Notes Payable, Long-Term Borrowing, and Convertible Notes
Notes payable, long-term borrowing, and convertible notes as of June 30, 2023 and December 31, 2022 consist of the following (in thousands):
Note Stated Interest Rate Principal Balance Capitalized Interest Debt Discount June 30,
2023
2026 Convertible Notes 3.25 % $ 402,500 $ — $ ( 7,138 ) $ 395,362
Note payable 10.0 % 2,700 3,259 — 5,959
Bpi France 2.25 % 1,700 — — 1,700
Other 4.0 % 30 8 — 38
$ 406,930 $ 3,267 $ ( 7,138 ) $ 403,059
Note Stated Interest Rate Principal Balance Capitalized Interest Debt Discount December 31,
2022
2026 Convertible Notes 3.25 % $ 402,500 $ — $ ( 8,406 ) $ 394,094
Note payable 10.0 % 2,700 2,950 — $ 5,650
Bpi France 2.25 % 1,986 — — $ 1,986
Other 4.0 % 30 7 — 37
$ 407,216 $ 2,957 $ ( 8,406 ) $ 401,767
2026 Convertible Notes
On February 2, 2021, the Company issued $ 402.5 million of convertible notes (“2026 Convertible Notes.”) The 2026 Convertible Notes bear interest from February 2, 2021, at a rate of 3.25 % per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2021. The 2026 Convertible Notes will mature on February 15, 2026, unless earlier converted, redeemed, or repurchased. The net proceeds from this offering were approximately $ 389.4 million, after deducting a discount and offering expenses of approximately $ 13.1 million.
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The initial equivalent conversion price of the 2026 Convertible Notes was $ 57.78 per share of the Company’s common stock. Holders may convert their 2026 Convertible Notes on or after November 15, 2025, until the close of business on the second business day preceding the maturity date or prior to November 15, 2025 under certain circumstances including:
(i) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ended on March 31, 2021, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;
(ii) during the five -business day period after any five consecutive trading day period in which the trading price for each trading day of such five consecutive trading day period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;
(iii) if the Company calls any or all of the 2026 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or
(iv) upon the occurrence of specified corporate events.
The Company may also redeem all or any portion of the 2026 Convertible Notes after February 20, 2024 if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2026 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Upon conversion, the Company can elect to deliver cash or shares or a combination of cash or shares.
If the Company undergoes a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the 2026 Convertible Notes may require the Company to repurchase for cash all or any portion of their 2026 Convertible Notes at a repurchase price equal to 100 % of the principal amount of the 2026 Convertible Notes plus any accrued and unpaid interest. In addition, if a corporate event (as defined in the Indenture) occurs prior to the maturity date or if the Company issues a notice of redemption, the Company may be required increase the conversion rate by a pre-defined amount for any holder who elects to convert their 2026 Convertible Notes in connection with such a corporate event.
Effective January 1, 2022, the Company adopted ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40 and the portion of the debt discount allocated to equity was reclassified to long-term debt. The remaining unamortized debt issuance costs will be amortized as non-cash interest expense through the scheduled maturity of the 2026 Convertible Notes.
During the three and six months ended June 30, 2023, the Company paid approximately $ 6.5 million and $ 6.5 million of interest expense, respectively, in connection with the 2026 Convertible Notes and recorded amortization expense of $ 0.6 million and $ 1.3 million, respectively, included in amortization of debt discount in the condensed consolidated statements of operations and comprehensive loss. The fair value (Level 2) of the 2026 Convertible Notes was $ 229.7 million and $ 183.1 million as of June 30, 2023 and December 31, 2022, respectively.
Note payable
The Company has recognized, through the consolidation of its subsidiary Evolution AI Corporation (“EAI”), a $ 2.7 million note payable bearing interest at the rate of 10 % per annum that was due on October 1, 2018 (“CAM Digital Note”). The cumulative accrued interest on the CAM Digital Note amounts to $ 3.0 million. The CAM Digital Note is currently in a default condition due to non-payment of principal and interest. On June 6, 2022, Cam Digital, LLC filed a lawsuit against Pulse Evolution Corporation (“Pulse Evolution”), a subsidiary of EAI, seeking payment of principal and interest under the Cam Digital Note from Pulse Evolution. The outstanding balance as of June 30, 2023, including interest and penalties, is $ 6.0 million and is included in notes payable on the accompanying condensed consolidated balance sheet.
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Other
The Company assumed, through the consolidation of its subsidiary EAI, a $ 30,000 note payable due to a relative of the former Chief Executive Officer, John Textor bearing interest at the rate of 4.0 % per annum. As of June 30, 2023, the principal balance and accrued interest totaled approximately $ 38,000 and is included in notes payable on the accompanying condensed consolidated balance sheet.
The Company assumed through the acquisition of Molotov, $ 3.7 million in notes bearing interest rates of 2.25 % per annum. As of June 30, 2023 and December 31, 2022, the Company made principal payments of $ 0.3 million and $ 1.7 million, respectively. As of June 30, 2023, the principal balance totaled approximately $ 1.7 million and is included in long-term borrowings-current portion on the accompanying condensed consolidated balance sheet.
Note 11 – Fair Value Measurements
The Company’s assets measured at fair value on a recurring basis consisted of the following as of June 30, 2023, and December 31, 2022 (in thousands):
Fair value measured at June 30, 2023
Quoted
prices in
active
markets
(Level 1) Significant
other
observable
inputs
(Level 2) Significant
unobservable
inputs
(Level 3) Total
Financial assets at fair value:
Cash and cash equivalents
Money market securities $ 249,960 $ — $ — $ 249,960
Total financial assets at fair value $ 249,960 $ — $ — $ 249,960
Fair value measured at December 31, 2022
Quoted
prices in
active
markets
(Level 1) Significant
other
observable
inputs
(Level 2) Significant
unobservable
inputs
(Level 3) Total
Financial assets at fair value:
Cash and cash equivalents
Money market securities $ 50,010 $ — $ — $ 50,010
Total financial assets at fair value $ 50,010 $ — $ — $ 50,010
There were no liabilities from continuing operations measured at fair value as of June 30, 2023 and December 31, 2022.
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Note 12 – Shareholders’ Equity
At-the-Market Sales Agreement
On August 4, 2022, the Company entered into an at-the-market sales agreement (the "Sales Agreement") with Evercore Group L.L.C., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Needham & Company, LLC, as sales agents (each, a “manager” and together, the “managers”) pursuant to which the Company may, from time to time, sell shares of its common stock, having an aggregate offering price of up to $ 350.0 million through the managers.
Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the managers may sell the shares by methods deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. Subject to the terms and conditions of the Sales Agreement, each manager will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares from time to time, based upon the Company’s instructions. The Company will pay the managers a commission for their services in acting as agents in the sale of common stock at a commission rate of up to 3 % of the gross sales price of the shares of the Company’s common stock sold through them pursuant to the Sales Agreement. The Company is not obligated to, and cannot provide any assurances that it will, make any sales of the shares under the Sales Agreement. The offering of shares of common stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.
During the six months ended June 30, 2023, the Company received net proceeds of approximately $ 116.9 million (after deducting $ 2.7 million in commissions and expenses) from sales of 81,694,729 shares of its common stock, at a weighted average gross sales price of $ 1.46 per share pursuant to the Sales Agreement. As of June 30, 2023 , there was $ 156.3 million shares of common stock remaining available for sale under the Sales Agreement.
Framework Agreement with MEP FTV
On August 2, 2022 (the "Effective Date"), Fubo Studios Inc. (formerly known as Fubo Entertainment Inc.), a subsidiary of the Company, entered into a binding framework agreement (the “Framework Agreement”) with MEP FTV Holdings, LLC (“MEP FTV”) and Maximum Effort Productions, Inc. (“MEP” and, together with MEP FTV, “Maximum Effort”), memorializing the parties’ collaboration on a forthcoming Maximum Effort linear channel and original programming for launch on Fubo. Maximum Effort is a premiere entertainment production company led by Ryan Reynolds and George Dewey. Pursuant to the Framework Agreement, the Company and Maximum Effort desire to work together to (1) develop scripted and unscripted television programs intended for initial distribution on Fubo’s platform (the “Projects”) and (2) create a new television channel with unique content, features and functionality (the “Network”).
In connection with the Framework Agreement, as consideration for Maximum Effort’s participation in the collaboration, the Company entered into a Restricted Stock Award Agreement dated August 12, 2022 (the “RSA Agreement”) pursuant to which it has agreed to issue to MEP FTV (i) 2,000,000 shares of restricted common stock of the Company within 10 business days after the Effective Date (“First Closing Date”) (“Tranche 1”); (ii) a number of shares of common stock determined by dividing $ 10.0 million by the 30 -day volume weighted average closing price of common stock for the 30 trading days preceding the first anniversary of the Effective Date, within 10 business days after the first anniversary of the Effective Date (“Second Closing Date”) (“Tranche 2”); and (iii) a number of shares of common stock determined by dividing $ 10.0 million by the 30 -day volume weighted average closing price of common stock for the 30 trading days preceding the second anniversary of the Effective Date, within 10 business days after the second anniversary of the Effective Date (“Third Closing Date”) (“Tranche 3”) (collectively, the “Shares”). The Shares will be subject to transfer restrictions until various time- and performance-based milestones are met, and, during this restricted period, will be subject to potential forfeiture if the Framework Agreement is terminated under certain conditions. The parties agree that 80 % of the equity grant shall be allocated as consideration for the Projects and 20 % of the equity grant shall be allocated as consideration for the Network.
Because shares of the Company’s common stock will be issued as consideration for the Framework Agreement, the Company accounted for the RSA Agreement pursuant to the non-employee guidance in ASC 718, Compensation – Stock Compensation.
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Warrants
Pursuant to the Framework Agreement, on August 12, 2022, the Company issued MEP FTV a warrant to acquire 166,667 shares of the Company’s common stock with an exercise price of $ 15.00 per share. The warrant is exercisable on or prior to August 2, 2032, provided that the price per share of the Company’s common stock equals or exceeds a 30 -trading day volume weighted average closing price of $ 30.00 at any time prior to third anniversary of the grant date. The fair value of the warrant was measured on August 12, 2022, using the Monte Carlo valuation model, and the fair value totaled approximately $ 0.4 million. The derived service period was determined to be 1.7 years.
A summary of the Company’s outstanding warrants as of June 30, 2023, are presented below (in thousands, except number of shares and exercise price):
Number of Shares Weighted Average
Exercise Price Total Intrinsic Value Weighted Average Remaining
Contractual Life
(Years)
Outstanding as of December 31, 2022
166,670 $ 17.40 $ — 9.6
Outstanding as of June 30, 2023
166,670 $ 17.40 $ — 9.1
During the three and six months ended June 30, 2023 the Company recognized $ 0.1 million and $ 0.1 million of stock-based compensation, respectively, and as of June 30, 2023, the unrecognized stock-based compensation totaled $ 0.2 million.
Stock-based Compensation
During the three and six months ended June 30, 2023 and 2022 the Company recognized stock-based compensation expense as follows (in thousands):
Three Months Ended
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
Subscriber related $ 57 $ 36 $ 109 $ 76
Sales and marketing 5,990 4,334 12,663 13,068
Technology and development 2,980 2,659 6,022 5,110
General and administrative 4,029 5,835 7,950 12,037
$ 13,056 $ 12,864 $ 26,744 $ 30,291
Equity Incentive Plans
On April 1, 2020, the Company approved the establishment of the Company’s 2020 Equity Incentive Plan, as amended (the “2020 Plan”). On November 20, 2022 and April 20, 2023, the Company amended the 2020 Plan to increase the maximum aggregate number of shares of common stock available for issuance under the 2020 Plan by 2,500,000 shares and 17,500,000 shares, respectively. On June 15, 2023, the Company's shareholders approved the amended 2020 Plan. The 2020 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to its employees, directors and consultants.
The Company assumed the fuboTV Inc. 2015 Equity Incentive Plan (the "2015 Plan") on April 1, 2020. No shares are available for future issuance under the 2015 Plan.
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
On August 3, 2022, the Company's board of directors (the "Board") approved the adoption of the 2022 Employment Inducement Equity Incentive Plan (the “2022 Inducement Plan”), which was adopted without shareholder approval pursuant to Rule 303A.08 of the New York Stock Exchange Listed Company Manual. The 2022 Inducement Plan provided for the grant of equity-based awards, including non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, and its terms are substantially similar to the 2020 Plan, with the exception that awards can only be made to new employees in connection with their commencement of employment. No shares are available for future issuance under the 2022 Inducement Plan.
Options
The Company provides option grants to employees, directors, and consultants under the fuboTV Inc. 2020 Equity Incentive Plan, as amended (the "2020 Plan"). The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The Company historically has lacked sufficient company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based primarily on the historical volatility of a publicly-traded set of peer companies with consideration of the volatility of its own traded stock price. The risk-free interest rate is determined by referencing the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term. The simplified method was used because the Company does not have sufficient historical exercise data to provide a reasonable basis for an estimate of expected term.
Stock Options
A summary of stock option activity for the six months ended June 30, 2023, is as follows (in thousands, except share and per share amounts):
Number of Shares Weighted Average
Exercise Price Total Intrinsic Value Weighted Average Remaining
Contractual Life
(Years)
Outstanding as of December 31, 2022
10,243,772 $ 6.43 $ 1,956 6.0
Granted 636,298 $ 2.02
Exercised ( 190,488 ) $ 0.50
Forfeited or expired ( 50,826 ) $ 10.48
Outstanding as of June 30, 2023
10,638,756 $ 6.25 $ 2,385 5.8
Options vested and exercisable as of June 30, 2023
8,693,067 $ 6.13 $ 2,347 5.4
During the six months ended June 30, 2023, the Company granted 636,298 options to purchase shares of its common stock to the Company's Chief Executive Officer ("CEO"). The options have a fair value of approximately $ 0.8 million with an exercise price of $ 2.02 per share, vest in four equal annual installments, with the first installment vesting on February 20, 2024, and expire on May 8, 2033.
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
There were no options granted during the three and six months ended June 30, 2022.
The following was used in determining the fair value of stock options granted during the three and six months ended June 30, 2023 :
Dividend yield — %
Expected price volatility 49.8 %
Risk free interest rate 3.9 %
Expected term (years) 6.0 years
As of June 30, 2023, the estimated value of unrecognized stock-based compensation expense related to unvested options was approximately $ 6.2 million to be recognized over a period of 1.8 years.
Market and Service Condition Based Stock Options
A summary of activity under the 2020 Plan for market and service-based stock options for the six months ended June 30, 2023 is as follows (in thousands, except share and per share amounts):
Number of Shares Weighted Average
Exercise Price Total Intrinsic Value Weighted Average Remaining
Contractual Life
(Years)
Outstanding as of December 31, 2022
4,453,297 $ 12.75 $ — 4.7
Outstanding as of June 30, 2023
4,453,297 $ 12.75 $ — 4.2
Options vested and exercisable as of June 30, 2023
3,994,964 $ 11.96 $ — 4.1
There were no market and service-based options granted during the six months ended June 30, 2023 and 2022.
As of June 30, 2023, there was $ 1.9 million of unrecognized stock-based compensation expense for market and service-based stock options.
Performance-Based Stock Options
On October 8, 2020, the Company awarded the CEO an option which was eligible to vest based upon the achievement of certain predetermined goals for each of the five years in the performance period related to stock price, revenue, gross margin, an increase in the number of subscribers, the launch of new markets and, commencing in 2024, creation of new revenue streams. The terms of the option provided that the Company's Board would review and certify attainment of such goals annually from 2021 through 2026 on a given certification date subsequent to the Company’s calendar year end (the "Certification Date") to determine if any vesting was warranted. The Board had the discretion to determine vesting at, above, or below 20% of the shares subject to the performance option on a given Certification Date. All shares were eligible for vesting until the Certification Date following the 2025 calendar year. Any such vesting was subject to the CEO’s continuation in service with the Company through the applicable Certification Date. Because the number of shares to be earned on each Certification Date was subject to the discretion of the Board, the compensation expense was adjusted each reporting period for changes in fair value prorated for the portion of the requisite service period rendered and based on the number of shares expected to be earned. During the six months ended June 30, 2022, the Board determined that the option would vest with respect to 820,000 shares for the 2021 calendar year.
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
On April 20, 2023, the Company entered into the first amendment to the performance-based stock options described above that were awarded to its CEO. The amendment did not adjust the total number of options granted ( 4,100,000 options), the exercise price of $ 10.00 per share or the expiration date of October 7, 2030. Under the terms of the amendment, 3,280,000 performance-based stock options remain unvested, and the original vesting conditions were modified. The modified vesting of the stock options is based upon the achievement of certain performance metrics (the "Performance Criteria") during the period January 1, 2025 through December 31, 2025, including 50 % vesting based on the Company's adjusted EBITDA, 25 % vesting based on revenue criteria, and 25 % based on the number of subscribers achieved. The Company’s Board will certify the Company’s performance relative to the Performance Criteria on or prior to February 20, 2026 (the “Certification Date”). If a change in control event occurs on or prior to December 31, 2025, all of the unvested options (measured at target performance) will vest on February 20, 2026 (or the date of an earlier termination of employment without cause or for good reason (a "Qualifying Termination") following the change in control), provided the CEO continues to provide services through such date. In the event of the CEO’s Qualifying Termination prior to a change in control, if the termination occurs on or prior to December 31, 2025, then all unvested options (measured at target performance) will vest as of the date of termination, and if the termination occurs on or after January 1, 2026, a number of unvested options, determined based on actual performance during the performance period, will vest on date performance is certified. Compensation cost related to the modification of the 3,280,000 unvested options will be recognized over the requisite service period for the new award beginning on the amendment date and ending on the Certification Date based on the probability of achievement of the Performance Criteria. There is no accounting impact on the fully vested 820,000 shares as a result of the amendment. The fair value of the options as of the amendment date totaled $ 1.2 million, and during the six months ended June 30, 2023, the Company recognized stock-based compensation expense of $ 0.1 million.
Modification of Options
During the six months ended June 30, 2022, the Board approved the acceleration of vesting and extended the post-termination exercisability of certain employee stock options. The Company reported $ 1.8 million of expense during the six months ended June 30, 2022 as a result of the accelerated vesting of stock options. Modifications during the six months ended June 30, 2023 were immaterial .
Service-based Restricted Stock Awards
Framework Agreement - Project Restricted Stock Awards
In connection with the Framework Agreement, stock-based compensation cost for Project restricted stock awards (the "Project RSAs") totaling approximately $ 23.0 million is measured as the fair value of the 1,600,000 shares issued for the first tranche issued on August 12, 2022, $ 7.0 million, plus the fixed monetary amount of $ 8.0 million, settleable in shares on August 2, 2023, and the fixed monetary amount of $ 8.0 million, settleable in shares on August 2, 2024. Compensation cost will be recognized on a straight-line basis over the term of the three-year service period as if the Company paid cash for the services. The second two tranches are liability classified because they are a fixed monetary amount, settleable in shares. As compensation cost is recognized for these tranches, a corresponding credit to share-based liabilities will be recorded and reclassified to equity upon issuance of the related shares.
In connection with the Project RSAs, during the three and six months ended June 30, 2023, the Company recognized stock-based compensation of $ 1.9 million and $ 3.8 million, respectively. As of June 30, 2023, the unrecognized stock-based compensation totaled $ 16.2 million, and $ 4.7 million of shares liability in accrued expenses and other current liabilities and other long-term liabilities was recorded on the condensed consolidated balance sheet.
Performance-based Restricted Stock Awards
Framework Agreement - Network Restricted Stock Awards
The restricted stock awards allocated as consideration for the Network (“Network RSAs”) are performance-based RSAs. The performance condition consists of creating a new television channel with unique content, features and functionality. Compensation cost is measured on the grant date for shares that vest based upon the achievement of the performance condition are recognized when probable over the requisite service period, that is the implicit service period over which the performance conditions are probable of achievement.
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Stock-based compensation cost for the Network RSAs totaling approximately $ 5.7 million is measured as the fair value of the 400,000 shares issued for the first tranche issued on August 12, 2022, $ 1.7 million, plus the fixed monetary amount of $ 2.0 million, settleable in shares on August 2, 2023, plus the fixed monetary amount of $ 2.0 million, settleable in shares on August 2, 2024. The Network RSAs are subject to forfeiture until launch of the Network. The Company determined the that it is probable that the Network will be launched by the end of the two-year service agreement. The Company will recognize the total fair value of $ 5.7 million ratably over the two-year period. Should the performance condition not be achieved, the Company will reverse any stock-based compensation cost recognized for the Network RSAs.
In connection with the Network RSAs, during the three and six months ended June 30, 2023 the Company recognized stock-based compensation of $ 0.7 million and $ 1.4 million, respectively. As of June 30, 2023, the unrecognized stock-based compensation totaled $ 3.2 million, and $ 1.8 million of shares liability in accrued expenses and other current liabilities and other long-term liabilities was recorded on the condensed consolidated balance sheet.
Time-Based Restricted Stock Units
A summary of the Company’s time-based restricted stock unit activity during the six months ended June 30, 2023 is as follows:
Number of Shares Weighted Average Grant-Date
Fair Value
Unvested at December 31, 2022
13,055,629 $ 5.25
Granted 3,173,553 $ 2.19
Vested ( 791,181 ) $ 8.15
Forfeited or expired ( 2,710,747 ) $ 3.57
Unvested at June 30, 2023
12,727,254 $ 4.66
During the six months ended June 30, 2023, the Company granted 3,173,553 time-based restricted stock units which generally vest annually over a four-year period, subject to the recipient’s continuation in service through each applicable vesting date. The fair value of restricted stock units is measured based on their fair value at grant date which totaled approximately $ 7.0 million. As of June 30, 2023, the unrecognized stock-based compensation related to restricted stock units totaled $ 51.1 million, had an aggregate intrinsic value of approximately $ 26.5 million, and a weighted average remaining contractual term of 3.0 years.
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Performance-Based Restricted Stock Units
A summary of the Company’s performance-based restricted stock unit activity during the six months ended June 30, 2023 is as follows:
Number of Shares Weighted Average Grant-Date
Fair Value
Unvested at December 31, 2022 1,520,000 $ 33.87
Granted 243,446 $ 2.20
Vested ( 186,667 ) $ 33.87
Forfeited ( 93,333 ) $ 33.87
Unvested at June 30, 2023 1,483,446 $ 28.67
On November 3, 2021, the Company granted 1.9 million performance-based restricted stock units (“PRSUs”) to the Chief Operating Officer ("COO") of the Company. The PRSUs will vest over a period of 5 -calendar years through 2025, subject to the achievement of certain established performance metrics including revenue targets, subscriber targets, and the launching of new markets (and, with respect to 2023, the creation of one or more new revenue streams). The determination of the actual number of PRSUs that will vest each year during the five-year performance period will be determined upon the achievement of the predetermined performance targets. Any such vesting is subject to the COO’s continuation in service with the Company through the applicable vesting date. At each reporting period, the Company will make a determination of the most likely outcome for achievement of each performance metric. This may result in a cumulative catch-up as the Company assessments are evaluated. The fair value of the PRSUs is measured based on their grant date fair value which totaled $ 64.4 million.
On May 9, 2023, the Company entered into a PRSU agreement with the Company's CEO. The PRSU agreement provides the right to earn shares of the Company's common stock upon achievement of certain performance criteria, with 730,338 shares being earned at target performance and up to 1,095,507 shares being earned at maximum performance. The number of PRSUs eligible to vest will be determined based upon the achievement of annual performance-based vesting conditions for the 2023, 2024, and 2025 calendar years. The Company accounts for the PRSUs as three separate awards each with a requisite service period beginning on January 1st of the applicable year. For year one, the Company has defined the performance targets including adjusted EBITDA, revenue, and the number of subscribers, and determined the grant date is June 15, 2023. The Company's Board will define the performance criteria for years two and three no later than March 15, 2024 and 2025, respectively (the grant date). Any PRSUs that are eligible to vest based on performance relative to the pre-determined annual performance objectives will vest on the date on which the Company’s performance for the 2025 performance year is certified, which will occur on or before February 20, 2026. Any such vesting is subject to the employee’s continuation in service with the Company through the applicable vesting date. The Company's Board will review attainment of such performance conditions annually from 2024 through 2026 on a given certification date (subsequent to the Company’s calendar year end) to determine if any PRSUs should be eligible to vest. The PRSUs contain both service and performance vesting conditions. Compensation cost related to the target PRSUs will be recognized over the requisite service period based on the probability of achievement of certain performance thresholds. The fair value of the PRSUs is measured based on their grant date fair value which totaled $ 0.5 million for the year one tranche.
During the six months ended June 30, 2023, the Company issued 186,667 shares of its common stock in connection with the vesting of PRSUs. During the three and six months ended June 30, 2023 the Company recognized stock-based compensation of $ 2.5 million and $ 5.7 million, respectively. During the three and six months ended June 30, 2022 the Company recognized stock-based compensation of $ 3.3 million and $ 11.0 million, respectively. As of June 30, 2023 , the unrecognized stock-based compensation related to PRSUs totaled $ 35.8 million.
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Note 13 – Commitments and Contingencies
Leases
The components of lease expense were as follows:
Three Months Ended
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
Operating leases
Operating lease cost $ 1,537 $ 1,432 $ 2,969 $ 2,866
Other lease cost 103 95 158 145
Operating lease expense 1,640 1,527 3,127 3,011
Short-term lease rent expense 66 57 132 103
Total rent expense $ 1,706 $ 1,584 $ 3,259 $ 3,114
Supplemental cash flow information related to leases were as follows (in thousands, except term and discount rate):
Three Months Ended
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
Operating cash flows from operating leases $ 1,486 $ 443 $ 2,233 $ 542
Right of use assets exchanged for operating lease liabilities $ 3,062 $ — $ 3,062 $ 4,312
Weighted average remaining lease term - operating leases 10.5 11.2 10.5 11.2
Weighted average remaining discount rate - operating leases 7.9 % 7.3 % 7.9 % 7.3 %
As of June 30, 2023, future minimum payments for the operating leases are as follows (in thousands):
Six Months Ended December 31, 2023 $ 3,440
Year Ended December 31, 2024 7,401
Year Ended December 31, 2025 7,113
Year Ended December 31, 2026 6,011
Year Ended December 31, 2027 4,831
Thereafter 36,141
Total 64,937
Less present value discount ( 21,439 )
Operating lease liabilities $ 43,498
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Other Contractual Obligations
The Company is a party to several non-cancelable contracts with vendors and licensors for marketing and other strategic partnership related agreements where the Company is obligated to make future minimum payments under the non-cancelable terms of these contracts as follows (in thousands):
Annual Sponsorship Agreements
2023 $ 1,600
2024 3,225
2025 3,275
2026 3,325
2027 3,425
Thereafter 16,250
Total $ 31,100
Sports Rights Agreements
The Company entered into various sports right agreements to obtain programming rights to certain live sporting events.
Future payments under these agreements are as follows:
2023 $ 24,362
2024 26,065
2025 13,748
2026 13,748
2027 13,748
Thereafter 4,583
Total $ 96,254
During the six months ended June 30, 2023, the Company made upfront payments totaling approximately $ 16.1 million, which are recorded in prepaid sports rights on the condensed consolidated balance sheet.
Contingencies
The Company is subject to certain legal proceedings and claims that arise from time to time in the ordinary course of its business, including relating to business practices and patent infringement. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the financial statements taken as a whole. When a material loss contingency is only reasonably possible, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can reasonably be made. Legal expenses associated with any contingency are expensed as incurred.
The Company is engaged in discussions with certain third parties regarding patent licensing matters. The Company is not able to reasonably estimate whether it will be able to reach an agreement with these parties or the amount of potential licensing fees, if any, it may agree to pay in connection with these discussions, but it is possible that any such amount could be material.
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Legal Proceedings
The Company is and may in the future be involved in various legal proceedings arising from the normal course of business activities. Although the results of litigation and claims cannot be predicted with certainty, currently, the Company believes that the likelihood of any material adverse impact on the Company’s consolidated results of operations, cash flows or our financial position for any such litigation or claims is remote. Regardless of the outcome, litigation can have an adverse impact on the Company because of the costs to defend lawsuits, diversion of management resources and other factors.
Said-Ibrahim v. fuboTV Inc., David Gandler , Edgar M. Bronfman Jr., & Simone Nardi , Case No. 21-cv-01412 (S.D.N.Y) & Lee v. fuboTV, Inc., David Gandler, Edgar M. Bronfman Jr., & Simone Nardi, Case No. 21-cv-01641 (S.D.N.Y.) (consolidated as In re fuboTV Inc. Securities Litigation, No. 21-cv-01412 (S.D.N.Y.))
On February 17, 2021, putative shareholders Wafa Said-Ibrahim and Adhid Ibrahim filed a class action lawsuit against the Company, co-founder and CEO David Gandler, Executive Chairman Edgar M. Bronfman Jr., and CFO Simone Nardi (collectively, the “Class Action Defendants”). Plaintiffs allege that Class Action Defendants violated federal securities laws by disseminating false and misleading statements regarding the Company’s financial health and operating condition, including the Company’s ability to grow subscription levels, prospects, future profitability, seasonality factors, cost escalations, ability to generate advertising revenue, valuation, and entering the online sports wagering market. The Plaintiffs allege that Class Action Defendants violated Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 thereunder, as well as Section 20(a) of the Exchange Act, and seek damages and other relief.
On February 24, 2021, putative shareholder Steven Lee filed a nearly identical class action lawsuit against the same Defendants.
On April 29, 2021, the court consolidated Said-Ibrahim v. fuboTV Inc., David Gandler, Edgar M. Bronfman Jr., & Simone Nardi , Case No. 21-cv-01412 (S.D.N.Y) and Lee v. fuboTV, Inc., David Gandler, Edgar M. Bronfman Jr., & Simone Nardi , Case No. 21-cv-01641 (S.D.N.Y.) under In re FuboTV Inc. Securities Litigation, No. 1:21-cv-01412 (S.D.N.Y.). The court also appointed putative shareholder Nordine Aamchoune as lead plaintiff.
On July 12, 2021, Lead Plaintiff filed an Amended Class Action Complaint. Lead Plaintiff seeks to pursue this claim on behalf of himself as well as all other persons who purchased or otherwise acquired Company securities publicly traded on the NYSE between March 23, 2020 and January 4, 2021, inclusive, and who were allegedly damaged thereby.
The Class Action Defendants filed a motion to dismiss the Amended Class Action Complaint on September 10, 2021. Lead Plaintiff filed an opposition on November 9, 2021. Class Action Defendants’ filed their reply in support of the motion to dismiss on December 9, 2021. On March 30, 2023, the Court granted the Class Action Defendant's motion to dismiss without prejudice.
On May 22, 2023, Lead Plaintiff filed a Second Amended Class Action Complaint, which amended the class period to purchases or acquisitions between May 20, 2020 and January 4, 2021, inclusive. The Class Action Defendants filed their motion to dismiss the Second Amended Class Action Complaint on August 1, 2023. Lead Plaintiff’s opposition is due to be filed by September 14, 2023. The Class Action Defendants’ reply is due to be filed by October 5, 2023. The Company believes the claims alleged in both lawsuits are without merit and intends to vigorously defend these litigations.
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fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Fubo Gaming Dissolution
Following the dissolution of Fubo Gaming in October 2022, the Company has received communications from several commercial partners of Fubo Gaming, alleging breach by Fubo Gaming of applicable agreements. Certain of these parties have also asserted that the Company is a guarantor of Fubo Gaming’s obligations under the applicable agreements. On May 2, 2023, one such party (comprising two related plaintiff entities, Dynamo Stadium, LLC and Dynamo Soccer, LLC (together, “Dynamo”)) filed Demands for Arbitration with the American Arbitration Association against Fubo Gaming, alleging breaches by Fubo Gaming of a sports betting agreement and a sponsorship agreement, as well as against the Company for alleged guaranty obligations under the sports betting agreement. Dynamo is seeking monetary damages and costs. The arbitration is currently pending and discussions with Dynamo regarding the arbitration are ongoing.
Additional allegations or litigation may arise against Fubo Gaming or the Company in the future related to the dissolution of Fubo Gaming, including potential breach of contract claims by other commercial partners of Fubo Gaming or claims related to guarantees by the Company of Fubo Gaming’s contractual obligations. At this time, the Company cannot predict the outcome, or provide a reasonable estimate or range of estimates of the possible outcome or loss, if any, with respect to any such matters, including the Dynamo matter. The Company believes it has meritorious defenses and intends to defend itself vigorously in any such matters.
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