10-Q 1 fubo-20240331.htm 10-Q fubo-20240331
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
or
oTRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number: 001-39590
fuboTV Inc.
(Exact Name of Registrant as Specified in Its Charter)
Florida26-4330545
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
1290 Avenue of the Americas, New York, NY
10104
(Address of Principal Executive Offices)(Zip Code)
(212) 672-0055
(Registrant’s Telephone Number, Including Area Code)
None
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareFUBONew York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated fileroAccelerated filerx
Non-accelerated fileroSmaller reporting companyo
Emerging growth companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of April 30, 2024, there were 299,879,680 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.
1

fuboTV Inc.
TABLE OF CONTENTS
Page
i

BASIS OF PRESENTATION
As used in this Quarterly Report on Form 10-Q (“Quarterly Report”), unless expressly indicated or the context otherwise requires, references to “fuboTV Inc.,” “Fubo,” “we,” “us,” “our,” “the Company,” and similar references refer to fuboTV Inc., a Florida corporation and its consolidated subsidiaries.
FORWARD-LOOKING STATEMENTS
This Quarterly Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements, which are subject to a number of risks, uncertainties, and assumptions, generally relate to future events or our future financial or operating performance. In some cases, you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,” “predict,” “seek,” “should,” “would,” “target,” “project,” “contemplate,” or the negative version of these words and other comparable terminology that concern our expectations, strategy, plans, intentions, or projections. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements regarding our future results of operations and financial position, anticipated cash requirements, industry and business trends, stock-based compensation, revenue recognition, business strategy, plans and market growth, legal proceedings, including the potential impact of the launch of the Network JV (as defined herein), and our objectives for future operations, including related to investment in our technologies and data capabilities, subscriber acquisition strategies, impacts of the dissolution of our gaming business, and our international operations.
We have based the forward-looking statements contained in this Quarterly Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in Part II, Item 1A, “Risk Factors” of this Quarterly Report. These risks are not exhaustive. Other sections of this Quarterly Report include additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements and you should not place undue reliance on our forward-looking statements.
In addition, forward-looking statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
The forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events, except as required by law. You should read this Quarterly Report in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2023 included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 4, 2024 (the “Annual Report”).


ii

RISK FACTORS SUMMARY
Our business is subject to numerous risks and uncertainties, including those described in Part II, Item 1A. “Risk Factors” in this Quarterly Report. Material risks that may affect our business, operating results and financial condition include, but are not limited to, the following:
We have incurred operating losses in the past, expect to incur operating losses in the future and may never achieve or maintain profitability.
We may require additional capital to meet our financial obligations and support planned business growth, and this capital might not be available on acceptable terms or at all.
Our revenue is subject to seasonality, and if subscriber behavior during certain seasons falls below our expectations, our business may be harmed.
Our operating results may fluctuate, which makes our results difficult to predict.
If we fail to effectively manage our growth, our business, operating results, and financial condition may suffer.
The long-term nature of certain of our content commitments may limit our operating flexibility and could adversely affect our liquidity and results of operations.
Our results may be adversely affected if long-term content contracts are not renewed on sufficiently favorable terms.
If our efforts to attract and retain subscribers are not successful, our business will be adversely affected.
Our agreements with certain distribution partners may contain parity obligations which limit our ability to pursue unique partnerships.
If content providers refuse to license streaming content or other rights upon terms acceptable to us, our business could be adversely affected.
Our content providers impose a number of restrictions on how we distribute and market our products and services, which can adversely affect our business.
We rely upon Google Cloud Platform and Amazon Web Services to operate certain aspects of our service, and any disruption of or interference with our use of Google Cloud Platform and/or Amazon Web Services would impact our operations and our business would be adversely impacted.
Our key metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may seriously harm and negatively affect our reputation and our business.
Preparing and forecasting our financial results requires us to make judgments and estimates which may differ materially from actual results, and if our operating and financial performance does not meet the guidance that we provide to the public, the market price of our common stock may decline.
TV streaming is highly competitive and many companies, including large technology and entertainment companies, TV brands, and service operators, are actively focusing on this industry. If we fail to differentiate ourselves and compete successfully with these companies, it will be difficult for us to attract or retain subscribers and our business will be harmed.
If our antitrust lawsuit to prevent the launch of the Network JV is unsuccessful, the launch of the Network JV as envisioned would likely materially and adversely affect us, including by threatening the solvency of our business.
iii

If the technology we use in operating our business fails, is unavailable, or does not operate to expectations, our business and results of operation could be adversely impacted.
If government regulations relating to the Internet or other areas of our business change, we may need to alter the manner in which we conduct our business and we may incur greater operating expenses.
We are subject to taxation-related risks in multiple jurisdictions.
We could be subject to claims or have liability based on defects with respect to certain historical corporate transactions that were not properly authorized or documented.
Legal proceedings could cause us to incur unforeseen expenses and could occupy a significant amount of our management’s time and attention.
We may be unable to successfully expand our international operations and our international expansion plans, if implemented, will subject us to a variety of economic, political, regulatory and other risks.
We are subject to a number of legal requirements and other obligations regarding privacy, security, consumer protection and data protection, and any actual or perceived failure to comply with these requirements or obligations could have an adverse effect on our reputation, business, financial condition and operating results.
Any significant interruptions, delays or discontinuations in service or disruptions in or unauthorized access to our information technology systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of service, unauthorized disclosure of data, including subscriber and corporate information, or theft of intellectual property, including digital content assets, which could adversely impact our business.
The impact of worldwide economic conditions may adversely affect our business, operating results, and financial condition.
iv

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
fuboTV Inc.
Condensed Consolidated Balance Sheets
(in thousands, except for share and per share information)
March 31,
2024
December 31,
2023
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents$168,854 $245,278 
Accounts receivable, net73,611 80,299 
Prepaid sports rights44,489 39,911 
Prepaid and other current assets20,836 20,804 
Assets of discontinued operations461 462 
Total current assets308,251 386,754 
Property and equipment, net4,549 4,835 
Restricted cash6,140 6,142 
Intangible assets, net153,046 158,448 
Goodwill619,911 622,818 
Right-of-use assets34,831 35,825 
Other non-current assets16,913 17,818 
Total assets$1,143,641 $1,232,640 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable$52,588 $74,311 
Accrued expenses and other current liabilities314,229 320,041 
Notes payable6,491 6,323 
Deferred revenue89,771 90,203 
Long-term borrowings - current portion1,469 1,612 
Current portion of lease liabilities5,341 5,247 
Liabilities of discontinued operations19,629 19,608 
Total current liabilities489,518 517,345 
Convertible notes, net379,722 391,748 
Lease liabilities36,665 38,087 
Other long-term liabilities1,635 1,635 
Total liabilities907,540 948,815 
COMMITMENTS AND CONTINGENCIES (Note 13)
Shareholders’ equity:
Common stock par value $0.0001: 800,000,000 shares authorized; 299,724,400 and 299,215,160 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively
30 30 
Additional paid-in capital2,148,745 2,136,870 
Accumulated deficit(1,901,552)(1,845,542)
Non-controlling interest(12,325)(11,751)
Accumulated other comprehensive income1,203 4,218 
Total shareholders’ equity$236,101 $283,825 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$1,143,641 $1,232,640 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1

fuboTV Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(in thousands, except share and per share amounts)
For the Three Months Ended
March 31,
20242023
Revenues
Subscription$373,714 $300,875 
Advertising27,469 22,721 
Other1,164 778 
Total revenues402,347 324,374 
Operating expenses  
Subscriber related expenses360,170 301,378 
Broadcasting and transmission14,500 19,764 
Sales and marketing43,180 42,946 
Technology and development20,040 18,227 
General and administrative18,509 14,677 
Depreciation and amortization9,261 8,842 
Total operating expenses465,660 405,834 
Operating loss(63,313)(81,460)
Other income (expense)  
Interest expense(5,256)(3,373)
Interest income2,527 2,118 
Amortization of debt premium (discount), net253 (623)
Gain on extinguishment of debt9,637  
Other expense(64)(144)
Total other income (expense)7,097 (2,022)
Loss from continuing operations before income taxes(56,216)(83,482)
Income tax (provision) benefit(113)114 
Net loss from continuing operations(56,329)(83,368)
Discontinued operations
Net loss from discontinued operations before income taxes(255)(256)
Income tax benefit  
Net loss from discontinued operations(255)(256)
Net loss(56,584)(83,624)
Less: Net loss attributable to non-controlling interest574 11 
Net loss attributable to common shareholders$(56,010)$(83,613)
Other comprehensive loss
Foreign currency translation adjustment(3,015)(2,756)
Comprehensive loss attributable to common shareholders$(59,025)$(86,369)
2

For the Three Months Ended
March 31,
20242023
Net loss per share attributable to common shareholders
Basic and diluted loss per share from continuing operations$(0.19)$(0.37)
Basic and diluted loss per share from discontinued operations $ $ 
Basic and diluted loss per share$(0.19)$(0.37)
Weighted average shares outstanding:
Basic and diluted299,363,298 225,461,595 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3

fuboTV Inc.
Condensed Consolidated Statements of Changes in Shareholders’ Equity
Three Months Ended March 31, 2024 and 2023
(Unaudited)
(in thousands, except share and per share amounts)
Common StockAdditional
Paid-In
Capital
Accumulated
Deficit
Non-controlling
Interest
Accumulated Other Comprehensive Income (Loss)Total
Shareholders’
Equity
Shares Amount
Balance at December 31, 2023299,215,160 30 2,136,870 (1,845,542)(11,751)4,218 $283,825 
Exercise of stock options2,042 — 2 — — — 2 
Delivery of common stock underlying restricted stock units507,198 — — — — — — 
Stock-based compensation— — 11,873 — — — 11,873 
Foreign currency translation adjustment— — — — — (3,015)(3,015)
Net loss attributable to non-controlling interest— — — — (574)— (574)
Net loss attributable to common shareholders— — — (56,010)— — (56,010)
Balance at March 31, 2024 (Unaudited)299,724,400 30 2,148,745 (1,901,552)(12,325)1,203 236,101 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4

fuboTV Inc.
Condensed Consolidated Statements of Changes in Shareholders’ Equity
Three Months Ended March 31, 2024 and 2023
(Unaudited)
(in thousands, except share and per share amounts)
Common StockAdditional
Paid-In
Capital
Accumulated
Deficit
Non-controlling
Interest
Accumulated Other Comprehensive Income (Loss)Total
Shareholders’
Equity
Shares Amount
Balance at December 31, 2022209,684,548 $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 options28,663 — 46 — — — 46 
Cancellation of escrow shares in connection with Edisn acquisition(12,595)— (344)— — — (344)
Delivery of common stock underlying restricted stock units454,462 — — — — — — 
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 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5

fuboTV Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands, except share and per share amounts)
For the Three Months Ended
March 31,
20242023
Cash flows from operating activities
Net loss$(56,584)$(83,624)
Less: Net loss from discontinued operations, net of tax(255)(256)
Net loss from continuing operations(56,329)(83,368)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization9,261 8,842 
Stock-based compensation12,977 13,688 
Amortization of debt (premium) discount, net(253)623 
Gain on extinguishment of debt(9,637) 
Deferred income tax provision (benefit)113 (114)
Amortization of right-of-use assets994 667 
Other adjustments168 163 
Changes in operating assets and liabilities of business:
Accounts receivable, net6,615 2,739 
Prepaid expenses and other assets419 1,877 
Prepaid sports rights(4,399)(6,731)
Accounts payable(22,102)(4,974)
Accrued expenses and other liabilities(3,227)(11,569)
Deferred revenue(381)1,048 
Lease liabilities(1,265)70 
Net cash used in operating activities - continuing operations(67,046)(77,039)
Net cash used in operating activities - discontinued operations(233)(1,150)
Net cash used in operating activities(67,279)(78,189)
Cash flows from investing activities
Purchases of property and equipment(108)(102)
Capitalization of internal use software
(3,609)(3,816)
Purchase of intangible assets
(540) 
Net cash used in investing activities - continuing operations(4,257)(3,918)
Net cash used in investing activities - discontinued operations  
Net cash used in investing activities(4,257)(3,918)
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 Three Months Ended
March 31,
20242023
Cash flows from financing activities
Proceeds from the issuance of common stock, net of offering costs(15)106,130 
Redemption of non-controlling interest (2,147)
Vested restricted stock units settled for cash(181)(125)
Payments for financing costs(4,589) 
Proceeds from exercise of stock options2 46 
Repayments of notes payable and long-term borrowings(107)(217)
Net cash (used in) provided by financing activities - continuing operations(4,890)103,687 
Net cash (used in) provided by financing activities - discontinued operations  
Net cash (used in) provided by financing activities(4,890)103,687 
Net (decrease) increase in cash, cash equivalents and restricted cash(76,426)21,580 
Cash, cash equivalents and restricted cash at beginning of period251,420 343,226 
Cash, cash equivalents and restricted cash at end of period$174,994 $364,806 
Supplemental disclosure of cash flows information:
Interest paid$4,745 $6,550 
Income taxes paid$27 $6 
Non-cash financing and investing activities:
Accrued expenses - Issuance of common stock$ $91 
Accounts payable - financing costs$93 $ 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6

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, “Fubo,” “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 Fubo 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 $175.0 million (excluding discontinued operations), a working capital deficit (excluding discontinued operations) of $162.1 million and an accumulated deficit of $1,901.6 million as of March 31, 2024. The Company incurred a net loss from continuing operations of $56.3 million for the three months ended March 31, 2024. 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.
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.
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 the macroeconomic factors may have on its operations, financial condition and liquidity.
7

fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Note 3 - Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
The Company’s consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiaries, its non-wholly owned subsidiaries where the Company has a controlling interest and variable interest entities ("VIE") formed in connection with the Company's collaboration with Maximum Effort on the launch and distribution of the Maximum Effort Channel, and production and development of original programming (the "MEC Entities"). Generally accepted accounting principles require that if an entity is the primary beneficiary of a VIE, the entity should consolidate the assets, liabilities and results of operations of the VIE in its consolidated financial statements. The primary beneficiary is the party that has both of the following: (i) the power to direct the activities that most significantly impact the economic performance of the VIE, and (ii) the obligation to absorb the losses or rights to receive the benefits of the entity that could potentially be significant to the VIE. The Company considers itself to be the primary beneficiary of the MEC Entities and accordingly, has consolidated these entities since their formation in 2023, with the equity interests of the unaffiliated investors presented as non-controlling interests in the accompanying condensed consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation.
At March 31, 2024, $13.4 million of the VIE's assets and $2.4 million of its liabilities are reflected in the Company's consolidated balance sheet.
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with 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, 2024 or for any future interim period. The condensed consolidated balance sheet as of December 31, 2023 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, 2023 and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 4, 2024.
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.

8

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 accounts. 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):
March 31, 2024December 31, 2023
Cash and cash equivalents$168,854 $245,278 
Restricted cash6,140 6,142 
Total cash, cash equivalents and restricted cash$174,994 $251,420 
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 March 31, 2024, 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, 2023, included in the Company’s Annual Report.
9

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
March 31,
20242023
Basic loss per share:
Net loss from continuing operations$(56,329)$(83,368)
Less: net loss attributable to non-controlling interest574 11 
Net loss from continuing operations available to common shareholders
(55,755)(83,357)
Net income (loss) from discontinued operations, net of tax(255)(256)
Net loss attributable to common shareholders$(56,010)$(83,613)
Shares used in computation:
Weighted-average common shares outstanding299,363,298 225,461,595 
Basic and diluted loss per share from continuing operations $(0.19)$(0.37)
Basic and diluted loss per share from discontinued operations $ $ 
Basic and diluted loss per share$(0.19)$(0.37)
The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive:
March 31,
20242023
Warrants to purchase common stock166,670 166,670 
Stock options18,932,300 15,463,698 
Unvested restricted stock units21,971,649 13,704,304 
Convertible notes variable settlement feature49,583,637 6,966,078 
Total90,654,256 36,300,750 
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.

10

fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker, among other provisions. The ASU is effective for fiscal year periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the ASU requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the standard to determine the impact of adoption to its consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. The ASU primarily enhances and expands both the income tax rate reconciliation disclosure and the income taxes paid disclosure. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
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 months ended March 31, 2024 and 2023:
Three Months Ended
March 31,
20242023
Revenues
Wagering$ $ 
Total revenues  
Operating expenses
Sales and marketing (59)
Technology and development 17 
General and administrative255 265 
Impairment of goodwill, intangible assets, and other long-lived assets, net 33 
Total operating expenses255 256 
Operating loss(255)(256)
Loss from discontinued operations before income taxes(255)(256)
Income tax benefit  
Loss from discontinued operations(255)(256)
As of March 31, 2024 and December 31, 2023, the balance sheet of discontinued operations consisted primarily of accounts payable, accrued expenses and other current liabilities of $19.6 million and $19.6 million, respectively, primarily related to contract termination costs.


11

fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Note 5 - Revenue from Contracts with Customers
Disaggregated revenue
The following tables summarize subscription revenue and advertising revenue by region for the three months ended March 31, 2024 and 2023 (in thousands):
Subscription
Three Months Ended
March 31,
20242023
United States and Canada (North America)$365,571 $293,257 
Rest of world8,143 7,618 
Total subscription revenues$373,714 $300,875 
Advertising
Three Months Ended
March 31,
20242023
United States and Canada (North America)$27,225 $22,515 
Rest of world244 206 
Total advertising revenues$27,469 $22,721 
Contract balances
For the three months ended March 31, 2024 and 2023, the Company did not recognize material bad-debt expense and there were no material contract assets recorded on the accompanying condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023.
The Company’s contract liabilities primarily relate to upfront payments and consideration received from customers for subscription services. As of March 31, 2024, and December 31, 2023, the Company’s contract liabilities totaled approximately $89.8 million and $90.2 million, respectively, and are recorded as deferred revenue on the accompanying condensed consolidated balance sheets.
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.
12

fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Note 6 – Property and equipment, net
The table below summarizes the Company’s property and equipment, net at March 31, 2024 and December 31, 2023 (in thousands):
Useful Life
(Years)
March 31, 2024December 31, 2023
Furniture and fixtures5$530 $532 
Computer equipment
3-5
4,008 3,949 
Leasehold improvementsTerm of lease5,316 5,302 
9,854 9,783 
Less: Accumulated depreciation(5,305)(4,948)
Total property and equipment, net$4,549 $4,835 

Depreciation expense totaled approximately $0.4 million and $0.4 million for the three months ended March 31, 2024 and 2023, respectively.
Note 7 – Intangible Assets and Goodwill
Intangible Assets
The tables below summarize the Company’s intangible assets at March 31, 2024 and December 31, 2023 (in thousands):
Useful
Life
(Years)
Weighted
Average
Remaining
Life
(Years)
March 31, 2024
Intangible AssetsAccumulated Amortization Net Balance
Trade names
2 - 9
4.938,844 (17,624)21,220 
Capitalized internal use software32.129,378 (8,040)21,338 
Software and technology
3 - 9
4.9195,954 (85,466)110,488 
Total$264,176 $(111,130)$153,046 
Useful
Lives
(Years)
Weighted
Average
Remaining
Life
(Years)
December 31, 2023
Intangible AssetsAccumulated AmortizationNet Balance
Customer relationships
2
0.0$32,729 $(32,729)$ 
Trade names
2 - 9
5.238,859 (16,578)22,281 
Capitalized internal use software32.325,770 (5,893)19,877 
Software and technology
3 - 9
5.1196,136 (79,846)116,290 
Total$293,494 $(135,046)$158,448 
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 $8.9 million and $8.4 million for the three months ended March 31, 2024 and 2023, respectively.
13

fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The estimated future amortization expense associated with intangible assets, net is as follows (in thousands):
Year ended December 31, Future Amortization
2024$27,501 
202534,876 
202632,492 
202726,993 
202825,075 
Thereafter6,109 
Total$153,046 
Goodwill
The following table is a summary of the changes to goodwill for the three months ended March 31, 2024 (in thousands):
Balance - December 31, 2023
$622,818 
Foreign currency translation adjustment(2,907)
Balance - March 31, 2024
$619,911 
Since December 31, 2023, the Company experienced sustained decreases in its stock price and market capitalization. As a result, the Company conducted an impairment test of its goodwill and long-lived assets as of March 31, 2024. The Company estimated the fair value by weighting results from a market approach and an income approach. Significant assumptions inherent in the valuation methodologies included, but are not limited to, prospective financial information (including revenue growth and subscriber related expenses), a long-term growth rate, discount rate, and comparable multiples from publicly-traded companies in the same industry. The results of the impairment test showed that the fair value was in excess of its carrying value. Therefore, it was determined that goodwill is not impaired.
As of March 31, 2024, goodwill includes an 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):
March 31, 2024December 31, 2023
 Affiliate fees $261,647 $266,089 
 Broadcasting and transmission 12,341 13,097 
 Selling and marketing 15,340 33,925 
 Accrued compensation 6,887 13,218 
 Legal and professional fees 5,178 3,672 
 Sales tax 45,163 42,590 
 Accrued interest 2,458 4,671 
 Subscriber related 1,500 1,624 
 Shares settled liability
6,054 5,131 
 Other 11,884 11,970 
Total$368,452 $395,987 
14

fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Note 9 – Income Taxes
Three Months Ended
March 31,
20242023
Income tax (provision) benefit(113)114 
Effective tax rate 0.20 %0.14 %

The Company’s effective tax rates on continuing operations were lower than the U.S. statutory rate of 21% as no tax benefit was provided on current year operating losses primarily due to valuation allowances recorded against certain of the Company’s deferred tax assets.
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 which is a significant piece of negative evidence to overcome. During the three months ended March 31, 2024, there have been no changes in the Company’s valuation allowance assessment. The Company continues to maintain a full valuation allowance on all its U.S., French, and Spanish deferred tax assets as the Company concluded that such deferred tax assets are not realizable on a more-likely-than-not basis.
Note 10 – Notes Payable, Long-Term Borrowing, and Convertible Notes
Notes payable, long-term borrowing, and convertible notes as of March 31, 2024 and December 31, 2023 consist of the following (in thousands):
NoteStated Interest RatePrincipal BalanceCapitalized InterestDebt Premium (Discount)March 31,
2024
2026 Convertible Notes3.25%$191,665 $ $(2,465)$189,200 
2029 Convertible Notes7.5%177,506  13,016 $190,522 
Note payable10.0%2,700 3,752  6,452 
Bpifrance2.25%1,469   1,469 
Other4.0%30 9  39 
$373,370 $3,761 $10,551 $387,682 
15

fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NoteStated Interest RatePrincipal BalanceCapitalized InterestDebt DiscountDecember 31,
2023
2026 Convertible Notes3.25%$397,500 $ $(5,752)$391,748 
Note payable10.0%2,700 3,585  $6,285 
Bpifrance2.25%1,612   $1,612 
Other4.0%30 8  38 
$401,842 $3,593 $(5,752)$399,683 
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. As of March 31, 2024, following the Exchange (defined below), there is $191.7 million aggregate principal amount of 2026 Convertible Notes outstanding.
The Company accounts for the 2026 Convertible Notes under ASU 2020-06 as single liability measured at amortized cost. The Company did not elect the fair value option. The Company will apply the if-converted methodology in computing diluted earnings per share if and when profitability is achieved.
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.
16

fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
During the three months ended March 31, 2024 and 2023, the Company paid approximately $3.1 million and $6.5 million of interest expense, respectively, in connection with the 2026 Convertible Notes and recorded amortization expense of $0.3 million and $0.6 million, respectively, included in amortization of debt premium (discount), net in the condensed consolidated statements of operations and comprehensive loss.
The fair value (Level 2) of the 2026 Convertible Notes was $119.8 million and $288.2 million as of March 31, 2024 and December 31, 2023, respectively.
2029 Convertible Notes
On December 29, 2023, the Company entered into a privately negotiated exchange agreement with certain affiliates and related funds of Mudrick Capital Management, L.P., which were holders of its existing 2026 Convertible Notes, to exchange $205.8 million principal amount of the 2026 Convertible Notes for $177.5 million in aggregate principal amount of the Company’s new convertible senior secured notes due 2029 (the “2029 Notes”), subject to customary closing conditions (the "Exchange"). The Exchange closed on January 2, 2024, when the 2029 Notes were issued pursuant to, and are governed by, an indenture, dated as of January 2, 2024, among the Company, the guarantors identified therein and U.S. Bank Trust Company, National Association, as trustee and collateral agent.
At our election for any interest period, the 2029 Notes will bear interest at a rate of (i) 7.5% per annum on the principal amount thereof if interest is paid in cash and (ii) 10.0% per annum on the principal amount thereof if interest is paid in kind, in each case payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2024. The 2029 Notes will mature on February 15, 2029, unless earlier converted or repurchased.
The initial conversion rate of the 2029 Notes is 260.6474 shares of common stock per $1,000 principal amount of 2029 Notes, which represents an initial conversion price of approximately $3.84 per share of common stock. Holders may convert their 2029 Notes at their option in the following circumstances:
(i)during any calendar quarter commencing after the calendar quarter ending on March 31, 2024 (and only during such calendar quarter), if the last reported sale price per share of common stock is greater than or equal to 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;
(ii)during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of 2029 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of common stock on such trading day and the conversion rate on such trading day;
(iii)upon the occurrence of certain corporate events or distributions on the Company’s common stock, as provided in the Indenture; and
(iv)on or after November 15, 2028 until the close of business on the second scheduled trading day immediately before the Maturity Date.
The Company may cause all outstanding 2029 Notes to be automatically converted, subject to certain conditions, if, at any time on or after January 2, 2025, the last reported sale price of the Company’s common stock has been at least 200% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period, the last of which 20 trading days is no more than 10 trading days before the date that the Company provides the notice of forced conversion.
Upon the occurrence of a fundamental change (as defined in the Indenture), holders of the 2029 Notes may require the Company to repurchase their 2029 Notes at a cash repurchase price equal to the principal amount of the 2029 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of fundamental change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.
17

fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
The 2029 Notes were recorded at fair value. The Company recognized the difference between the fair value of the 2029 Notes and the carrying value of the 2026 Notes as a gain on the extinguishment debt. The Company incurred $4.2 million of financing costs that have been capitalized on the balance sheet and is being amortized over the life of the 2029 Notes.
During the three months ended March 31, 2024, the Company paid approximately $1.6 million of interest expense in connection with the 2029 Convertible Notes and recorded amortization income of $0.6 million included in amortization of debt premium (discount), net in the condensed consolidated statements of operations and comprehensive loss.
The fair value (Level 2) of the 2029 Convertible Notes was $161.7 million as of March 31, 2024.
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 $3.4 million. The CAM Digital Note is currently in a default condition due to non-payment of principal and interest. The outstanding balance as of March 31, 2024 and December 31, 2023, including interest and penalties, is $6.5 million and $6.3 million, respectively, and is included in notes payable on the accompanying condensed consolidated balance sheet.
Bpifrance
The Company assumed through the acquisition of Molotov, $3.7 million in notes bearing interest rates of 2.25% per annum. As of March 31, 2024 and December 31, 2023, the Company made principal payments of $0.1 million and $0.4 million, respectively. As of March 31, 2024 and December 31, 2023, the principal balance totaled approximately $1.5 million and $1.6 million, respectively, and is included in long-term borrowings-current portion on the accompanying condensed consolidated balance sheet.
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 March 31, 2024 and December 31, 2023, the principal balance and accrued interest totaled approximately $39,000 and $38,000, respectively, and is included in notes payable on the accompanying condensed consolidated balance sheet.

18

fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Note 11 – Fair Value Measurements
The Company’s assets measured at fair value on a recurring basis consisted of the following as of March 31, 2024, and December 31, 2023 (in thousands):
Fair value measured at March 31, 2024
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$140,959 $ $ $140,959 
Total financial assets at fair value$140,959 $ $ $140,959 
Fair value measured at December 31, 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$205,074 $ $ $205,074 
Total financial assets at fair value$205,074 $ $ $205,074 
There were no liabilities from continuing operations measured at fair value as of March 31, 2024 and December 31, 2023.
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.
19

fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
As of March 31, 2024, there was $156.3 million common stock remaining available for sale under the Sales Agreement.
Framework Agreement with MEP FTV
On August 2, 2022 (the "MEP Effective Date"), Fubo Studios Inc. (formerly known as Fubo Entertainment Inc.), a subsidiary of the Company, entered into a binding framework agreement (the “MEP Framework Agreement”) with MEP FTV Holdings, LLC (“MEP FTV”) and Maximum Effort Productions, LLC. (“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 MEP 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 “MEP Projects”) and (2) create a new television channel with unique content, features and functionality (the “MEP Network”).
In connection with the MEP 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 “MEP 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 MEP Effective Date; (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 MEP Effective Date, within 10 business days after the first anniversary of the MEP Effective Date; 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 MEP Effective Date, within 10 business days after the second anniversary of the MEP Effective Date (collectively, the “MEP Shares”). The MEP 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 MEP Framework Agreement is terminated under certain conditions. The parties agreed that 80% of the equity grant shall be allocated as consideration for the MEP Projects and 20% of the equity grant shall be allocated as consideration for the MEP Network.
Because shares of the Company’s common stock will be issued as consideration for the MEP Framework Agreement, the Company accounted for the MEP RSA Agreement pursuant to the non-employee guidance in ASC 718, Compensation – Stock Compensation.

20

fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Warrants
Pursuant to the MEP 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 March 31, 2024, are presented below (in thousands, except number of shares and exercise price):
Number of SharesWeighted Average
Exercise Price
Total Intrinsic ValueWeighted Average Remaining
Contractual Life
(Years)
Outstanding as of December 31, 2023
166,670 $17.40 $ 8.6
Outstanding as of March 31, 2024
166,670 $17.40 $ 8.3
During the three months ended March 31, 2024 and 2023 the Company recognized $0.1 million and $0.1 million of stock-based compensation, respectively, and as of March 31, 2024, the unrecognized stock-based compensation was not material.
Stock-based compensation
During the three months ended March 31, 2024 and 2023, the Company recognized stock-based compensation expense as follows (in thousands):
Three Months Ended
March 31,
20242023
Subscriber related$79 $52 
Sales and marketing4,707 6,673 
Technology and development3,878 3,042 
General and administrative4,313 3,921 
$12,977 $13,688 
During the three months ended March 31, 2024 and 2023, in connection with the MEP Framework Agreement, the Company recorded approximately $0.9 million and $1.8 million, respectively, of stock-based compensation expense as a shares settled liability. As of March 31, 2024 and December 31, 2023, $6.1 million and $5.1 million, respectively, of such shares settled liability is included in accrued expenses and other current liabilities and other long-term liabilities on the consolidated balance sheet.

21

fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
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. As of March 31, 2024, there are 7,640,192 shares available for future issuance under the 2020 Plan.
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.
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.
On August 7, 2023, the Board approved the adoption of the 2023 Employment Inducement Equity Incentive Plan (the “2023 Inducement Plan”), which was adopted without shareholder approval pursuant to Rule 303A.08 of the New York Stock Exchange Listed Company Manual. The aggregate number of shares of common stock reserved for issuance under the 2023 Inducement Plan is 3,000,000. The 2023 Inducement Plan provides 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. As of March 31, 2024, there are 2,685,160 shares available for future issuance under the 2023 Inducement Plan.
Options
The Company provides option grants to employees, directors, and consultants under 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.
22

fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Stock Options
A summary of stock option activity for the three months ended March 31, 2024 is as follows (in thousands, except share and per share amounts):
Number of Shares Weighted Average
Exercise Price
Total Intrinsic ValueWeighted Average Remaining
Contractual Life
(Years)
Outstanding as of December 31, 2023
10,475,607 $6.31 $6,534 5.3
Exercised(2,042)$1.24  
Forfeited or expired(94,562)$9.98  
Outstanding as of March 31, 2024
10,379,003 $6.28 $1,476 5.1
Options vested and exercisable as of March 31, 2024
9,593,284 $6.45 $1,476 5.5
There were no options granted during the three months ended March 31, 2024 and 2023.
As of March 31, 2024, the estimated value of unrecognized stock-based compensation expense related to unvested options was approximately $1.1 million to be recognized over a weighted average period of 1.7 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 three months ended March 31, 2024 is as follows (in thousands, except share and per share amounts):
Number of SharesWeighted Average
Exercise Price
Total Intrinsic ValueWeighted Average Remaining
Contractual Life
(Years)
Outstanding as of December 31, 2023
4,453,297 $12.75 $ 3.7
Outstanding as of March 31, 2024
4,453,297 $12.75 $ 3.4
   
Options vested and exercisable as of March 31, 2024
3,994,964 $11.96 $ 3.3
There were no market and service-based options granted during the three months ended March 31, 2024 and 2023.
As of March 31, 2024, there was $0.3 million of unrecognized stock-based compensation expense for market and service-based stock options.

23

fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Performance-Based Stock Options
On October 8, 2020, the Company awarded the CEO an option to purchase 4,100,000 shares of common stock 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 2023, 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 "Determination 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 Determination Date following the 2025 calendar year. Any such vesting was subject to the CEO’s continuation in service with the Company through the applicable Determination 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.
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, the original vesting conditions were modified with respect to the 3,280,000 performance-based stock options that remained unvested. The modified vesting of the stock options is based upon the achievement of certain performance metrics (the "Performance Criteria") during the period from 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% vesting 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 three months ended March 31, 2024, the Company recognized stock-based compensation expense of $0.1 million.
Modification of Restricted Stock Units
During the three months ended March 31, 2024, the Board approved the acceleration of vesting of certain employee restricted stock units. The Company reported $0.1 million of expense during the three months ended March 31, 2024 as a result of the accelerated vesting of restricted stock units. There were no modifications during the three months ended March 31, 2023.

24

fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Service-based Restricted Stock Awards
MEP Framework Agreement - MEP Project Restricted Stock Awards
In connection with the MEP Framework Agreement, stock-based compensation cost for MEP Project restricted stock awards (the "MEP Project RSAs") totaling approximately $23.0 million measured as the fair value of the 1,600,000 shares issued for the first tranche issued on August 12, 2022, at $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 shares settled liabilities will be recorded and reclassified to equity upon issuance of the related shares.
In connection with the MEP Project RSAs, during the three months ended March 31, 2024 and 2023, the Company recognized stock-based compensation of $1.9 million. As of March 31, 2024, the unrecognized stock-based compensation totaled $10.3 million and $4.4 million of shares liability was included 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
MEP Framework Agreement - MEP Network Restricted Stock Awards
The restricted stock awards allocated as consideration for the MEP Network (“MEP 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.
Stock-based compensation cost for the MEP 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, at $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 were subject to forfeiture until launch of the Network which occurred in June 2023. The Company will recognize the total fair value of $5.7 million ratably over the two-year period.
In connection with the MEP Network RSAs, during the three months ended March 31, 2024 and 2023, the Company recognized stock-based compensation of $0.7 million. As of March 31, 2024, the unrecognized stock-based compensation totaled $1.0 million and $1.7 million of shares liability was included 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 three months ended March 31, 2024 is as follows:
Number of Shares Weighted Average Grant-Date
Fair Value
Unvested at December 31, 2023
20,313,775 $3.85 
Granted258,865 $2.03 
Vested(507,198)$6.77 
Forfeited or expired(465,551)$3.98 
Unvested at March 31, 2024
19,599,891 $3.75 
25

fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
During the three months ended March 31, 2024, the Company granted 258,865 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 $0.5 million. As of March 31, 2024, the unrecognized stock-based compensation related to restricted stock units totaled $64.0 million, had an aggregate intrinsic value of approximately $31.0 million, and a weighted average remaining contractual term of 2.9 years.
Performance-Based Restricted Stock Units ("PRSU")
A summary of the Company’s performance-based restricted stock unit activity during the three months ended March 31, 2024 is as follows:
Number of SharesWeighted Average Grant-Date
 Fair Value
Unvested at December 31, 20232,035,834 $20.23 
Granted335,924 $1.54 
Unvested at March 31, 20242,371,758 $17.58 
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 were eligible to vest over a period of five 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 would vest each year during the five-year performance period will be determined upon the achievement of the predetermined performance targets. Any such vesting would be subject to the COO’s continuation in service with the Company through the applicable vesting date. At each reporting period, the Company made a determination of the most likely outcome for achievement of each performance metric which could have resulted in a cumulative catch-up as the Company assessments were evaluated. The fair value of the PRSUs was measured based on their grant date fair value which totaled $64.4 million.
On November 20, 2023, the Company entered into the first amendment to the PRSUs described above that were awarded to its COO. The amendment did not adjust the total number of PRSUs granted (1.9 million PRSUs). Under the terms of the amendment, the original vesting conditions were modified with respect to the 1,140,000 PRSUs that remained unvested as of the amendment date. The modified vesting of the PRSUs is based upon the achievement of the Performance Criteria during the period from 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% vesting 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 the February 20, 2026 (the “Certification Date”). If a change in control event occurs on or prior to December 31, 2025, all of the unvested PRSUs (measured at target performance) will vest on or prior to February 20, 2026 (or the date of an earlier "Qualifying Termination" following the change in control), provided the COO continues to provide services through such date. In the event of the COO’s Qualifying Termination prior to a change in control, if the termination occurs on or prior to December 31, 2025, then all unvested PRSUs (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 PRSUs, determined based on actual performance during the performance period, will vest on the date performance is certified. Compensation cost related to the modification of the 1,140,000 unvested PRSUs 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. The fair value of the unvested PRSUs as of the amendment date totaled $7.2 million and will be expensed pro-rata over the requisite service period. During the three months ended March 31, 2024, the Company recognized stock-based compensation expense of $0.8 million related to the PRSUs. As of March 31, 2024, unrecognized stock-based compensation totaled $6.0 million.


26

fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
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 the first and second performance period, the Company has defined the performance targets as adjusted EBITDA, revenue, and the number of subscribers, and determined the grant date was June 15, 2023 and March 25, 2024, respectively. The Company's Board will define the performance criteria for the third performance period no later than March 15, 2025 (the grant date of the third tranche). 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 $0.7 million and $0.4 million for the first and second performance period, respectively.
On November 20, 2023, the Company entered into PRSU agreements with various executive employees (the "Executives") covering a total of 569,475 shares in the aggregate. Under the terms of the agreements, the PRSUs will be eligible to vest based upon the achievement of 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 the February 20, 2026 Certification Date. If a change in control event occurs on or prior to December 31, 2025, all of the unvested PRSUs (measured at target performance) will vest on February 20, 2026 (or the date of a "Qualifying Termination" following the change in control), provided the Executives continues to provide services through such date. In the event of an Executive's Qualifying Termination prior to a change in control, if the termination occurs on or prior to December 31, 2025, then all unvested PRSUs (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 PRSUs, determined based on actual performance during the performance period, will vest on date performance is certified. Compensation cost related to the unvested PRSUs will be recognized over the requisite service period for the new award beginning on the grant date and ending on the Certification Date based on the probability of achievement of the Performance Criteria. The fair value of the PRSUs totaled $1.9 million. As of March 31, 2024, unrecognized stock-based compensation totaled $1.0 million.
Note 13 – Commitments and Contingencies
Leases
The components of lease expense were as follows:
Three Months Ended
March 31,
20242023
Operating leases
Operating lease cost$1,757 $1,432 
Other lease cost224 55 
Operating lease expense1,981 1,487 
Short-term lease rent expense 66 
Total rent expense$1,981 $1,553 
27

fuboTV Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
Supplemental cash flow information related to leases were as follows (in thousands, except term and discount rate):
Three Months Ended
March 31,
20242023
Operating cash flows from operating leases$2,091 $747 
Right of use assets exchanged for operating lease liabilities$ $ 
Weighted average remaining lease term - operating leases9.811.1
Weighted average remaining discount rate - operating leases7.8 %7.4 %
As of March 31, 2024, future minimum payments for the operating leases are as follows (in thousands):
Year Ended December 31, 2024$6,280 
Year Ended December 31, 20257,763 
Year Ended December 31, 20265,991 
Year Ended December 31, 20274,831 
Year Ended December 31, 20284,403 
Thereafter31,737 
Total61,005 
Less present value discount(18,999)
Operating lease liabilities$42,006 
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
2024