FuboTV Inc DEFA14A, filed Feb 28, 2025
FuboTV Inc. (FUBO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 28, 2025
FUBOTV INC.
(Exact name of registrant as specified in its charter)
| Florida | 001-39590 | 26-4330545 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
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)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common
Stock, par value $0.0001 per share |
FUBO | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On February 28, 2025, fuboTV Inc. announced its financial results for the quarter and fiscal year ended December 31, 2024. The full text of the shareholder letter and press release issued in connection with the announcement are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
The information in this Item 2.02, including the information contained in Exhibits 99.1 and 99.2 of this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits relating to Item 2.02 shall be deemed to be furnished, and not filed:
| Exhibit No. | Description | |
| 99.1 | Letter to Shareholders, dated February 28, 2025. | |
| 99.2 | Press Release of fuboTV Inc., dated February 28, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FUBOTV INC. | ||
| Date: February 28, 2025 | By: | /s/ David Gandler |
| David Gandler | ||
| Chief Executive Officer | ||
Exhibit 99.1
February 28, 2025
Fellow Shareholders:
Our fourth quarter and full year 2024 results reflect our company’s high-quality execution, resilience amidst industry transformation, and steadfast commitment to the consumer. We enter 2025 with pride in our results, meaningful improvements across nearly every aspect of our business, and excitement about our momentum.
In 2024, we delivered North America revenue of $1.588 billion and subscribers of 1.676 million, both record-breaking metrics for our company, representing 19% and 4% year-over-year growth, respectively. Notably, on a full-year basis, we achieved year-over-year improvements in both Net Loss and Adjusted EBITDA of $115 million, Net cash provided by operating activities of $97 million, and Free Cash Flow of $104 million. This means we have improved Adjusted EBITDA and Free Cash Flow by over $100 million each year for the past two years, a significant achievement by the company.
A key priority remains providing users with an exceptional experience characterized by quality, innovation, compelling content, and ease of use, and in 2024, we made strategic investments to support these goals. These investments have already started to yield results, and we believe they will continue to deliver significant value for all our stakeholders. For example, through our investments in product, infrastructure, and streaming quality we drove North America viewership to over 1.7 billion hours in 2024, our highest year yet. Furthermore, according to Comscore, Fubo ranks among the U.S.’s top 10 most-watched video services in 2024, alongside Spectrum TV, ESPN and Netflix. 2024 marked the first time Fubo appeared in the top 10, ranking above 40 other video services including Pluto, Amazon Prime Video and Tubi1.
We are also thrilled with the agreement signed earlier this year with The Walt Disney Company to combine Hulu + Live TV with Fubo. We believe this is a game-changing opportunity to establish a leading streaming company that prioritizes consumer choice, flexible packages, and a cutting-edge experience. We will continue to provide periodic updates as the transaction progresses. In addition, we entered into new carriage agreements that will allow Fubo to create a new Sports & Broadcasting service tailored to sports fans, which we are excited to bring to market by the fall 2025 sports season.
1Source: Comscore CTV Intelligence, January 2023 – December 2024, U.S.
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Note: Except as otherwise indicated, financial information presented and discussed in this letter reflects Fubo’s results on a continuing operations basis, which excludes our former wagering reportable segment. See “Basis of Presentation – Continuing Operations” below for further detail.
Summary Financials ($ in millions) Global | 4Q23 | 1Q24 | 2Q24 | 3Q24 | 4Q24 | |||||||||||||||
| Revenue | $ | 410.2 | $ | 402.3 | $ | 391.0 | $ | 386.2 | $ | 443.3 | ||||||||||
| Year-over-Year % | +28.5% | +24.0% | +25.0% | +20.3% | +8.1% | |||||||||||||||
| Total Operating Expenses | $ | 482.3 | $ | 465.7 | $ | 426.6 | $ | 444.8 | $ | 481.7 | ||||||||||
| Year-over-Year % | +16.7% | +14.7% | +16.8% | +10.0% | -0.1 | % | ||||||||||||||
| Net Loss | -$71.0 | -$56.3 | -$25.8 | -$54.7 | -$40.9 | |||||||||||||||
| Year-over-Year (Abs.) | +$24.9 | +$27.0 | +$28.4 | +$29.8 | +$30.1 | |||||||||||||||
| Adjusted EBITDA | -$50.1 | -$38.8 | -$11.0 | -$27.6 | -$8.7 | |||||||||||||||
| Year-over-Year (Abs.) | +$25.3 | +$20.1 | +$19.6 | +$33.8 | +$41.4 | |||||||||||||||
| Free Cash Flow | -$5.9 | -$71.3 | -$35.3 | -$1.1 | $ | 16.3 | ||||||||||||||
| Year-over-Year (Abs.) | +$14.7 | +$9.7 | +$40.5 | +$31.3 | +$22.1 | |||||||||||||||
| North America (NA) | 4Q23 | 1Q24 | 2Q24 | 3Q24 | 4Q24 | |||||||||||||||
| Subscribers (thousands) | 1,618 | 1,511 | 1,450 | 1,613 | 1,676 | |||||||||||||||
| Year-over-Year % | +11.9% | +17.6% | +24.2% | +9.2% | +3.6% | |||||||||||||||
| Revenue ($ in millions) | $ | 401.8 | $ | 394.0 | $ | 382.7 | $ | 377.3 | $ | 433.8 | ||||||||||
| Year-over-Year % | +28.7% | +24.5% | +25.6% | +20.7% | +8.0% | |||||||||||||||
| ARPU | $ | 86.65 | $ | 84.54 | $ | 85.69 | $ | 85.64 | $ | 87.90 | ||||||||||
| Rest of World (ROW) | 4Q23 | 1Q24 | 2Q24 | 3Q24 | 4Q24 | |||||||||||||||
| Subscribers (thousands) | 406 | 397 | 399 | 378 | 362 | |||||||||||||||
| Year-over-Year % | -3.2 | % | +4.9% | +1.3% | -8.1 | % | -10.9 | % | ||||||||||||
| Revenue ($ in millions) | $ | 8.4 | $ | 8.4 | $ | 8.3 | $ | 8.9 | $ | 9.4 | ||||||||||
| Year-over-Year % | +17.5% | +7.2% | +1.8% | +6.0% | +12.1% | |||||||||||||||
| ARPU | $ | 6.81 | $ | 7.00 | $ | 7.02 | $ | 7.50 | $ | 8.50 | ||||||||||
1Q25 Guidance
| Guidance (NA) | 1Q25 | ||
| Revenue ($ in millions) | $400-$410 | ||
| Subscribers (thousands) | 1,430-1,460 | ||
| Guidance (ROW) | 1Q25 | ||
| Revenue ($ in millions) | $7.5-$8.5 | ||
| Subscribers (thousands) | 330-340 | ||
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4Q24 Financial Results
Net Loss from continuing operations in 4Q24 was $40.9 million, leading to an earnings per share (EPS) loss of $0.11. This compares favorably to a Net Loss from continuing operations of $71 million, or an EPS loss of $0.24, in 4Q23. Adjusted EPS loss in 4Q24 was $0.02, compared to an adjusted EPS loss of $0.18 in 4Q23. Adjusted EPS excludes the impact of stock-based compensation, amortization of intangibles, impairment of other assets, gain on extinguishment of debt and amortization of debt premium (discount), net, and certain litigation and transaction expenses.
In 4Q24 Adjusted EBITDA was -$8.7 million, a $41.4 million improvement when compared to 4Q23, reflecting our continued focus on efficient growth, cost control, and our profitability objectives.
Cash Flow and Capital Structure
Net cash provided by operating activities in 4Q24 was $20.9 million, a $20.9 million improvement compared to 4Q23, and Free Cash Flow in 4Q24 was $16.3 million, an improvement of $22.1 million compared to 4Q23. These improvements, as well as our improvement in Adjusted EBITDA, were the result of operating leverage and various efficiencies throughout the business.
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We ended the quarter with 339,144,854 shares of common stock issued and outstanding.
North America Advertising
Fubo delivered North America ad revenue of $33.9 million for 4Q24 and $114 million for FY24.
Our direct advertising sales business was solid, up double-digits on a year-over-year basis. Additionally, approximately 13% of FY 2024 ad revenue was the result of new business generation, demonstrating our team’s increased coverage of the marketplace on a direct sales basis. Categories representing the most growth in 2024 included political, retail/e-commerce, health services, home & garden, technology, and automotive.
In the fourth quarter, we expanded our suite of ad formats giving brands personalized and dynamic experiences to further drive audience ad engagement. These included transactional and gamified ad formats as well as rotating carousels and creative tailored to regional geo-locations. The addition of these formats is part of Fubo’s ongoing commitment to ad innovation and our overall strategy to connect, interact with and convert premium audiences.
North America Content
We continue to focus on Super Aggregation to create choice through multiple and flexible content options that meet consumers at every point on the demand curve.
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During the quarter, we launched additional standalone subscriptions that can be purchased without a base channel plan or can be added to an existing subscription. These included Hallmark+, the largest streaming catalog of original Hallmark Christmas movies, which we launched ahead of the holiday season. Last week, we expanded this strategy to include multicultural bundles intended to serve U.S. customers with international programming in multiple languages. We plan to launch additional bundles in the future.
Additionally, we launched NBCUniversal’s FAST channels in the U.S. and Canada, bringing sports, news and the brand’s iconic entertainment programming to subscribers of our English and Spanish language channel plans. Other content launches during the quarter included the Chicago Sports Network (CHSN), further increasing our local sports coverage, and FAST channels from Lionsgate, bolstering our entertainment portfolio.
North America Growth and Distribution
Fubo Sports, our owned and operated FAST channel launched in 2019, closed FY 2024 profitable for the first time, and 4Q24 was the network’s second consecutive profitable quarter. The network carried exclusive live sporting events, including UEFA and BareKnuckle Fighting Championship (BKFC), and an original series from Matthew Berry’s Fantasy Life.
More recently, we expanded Fubo Sports’ distribution to more than 100 over-the-air (OTA) stations across the U.S. This move provides additional reach and corresponding revenue for Fubo Sports as well as visibility for the Fubo brand. Fubo Sports continues to operate as a FAST channel on Fubo and through most major FAST platforms.
Product and Technology
In 2024, we continued to make great strides in developing our platform. For example, the expansion of our popular Multiview feature, the only user-configurated multiviewing product by a vMVPD, to Roku allows us to super-serve sports fans on more devices. Additionally, we leveraged our proprietary AI technology to increase search and personalization capabilities at scale. Also during the year we introduced Fubo Free Tier, which offers FAST channels and select UEFA games, keeping users on a paused subscription engaged while increasing upsell and reactivation pathways. Fubo was named the first Official Live TV Streaming Partner of The Athletic, aiming to enhance the user experience through joint product development and marketing initiatives.
Looking ahead, our focus remains on delivering our users an enhanced and frictionless product experience rooted in personalization.
Guidance
North America
Our 1Q 2025 subscriber guidance projects 1,430,000 to 1,460,000 subscribers, representing a 4% year-over-year decline at the midpoint. Our 1Q 2025 revenue guidance projects $400 million to $410 million, representing 3% year-over-year growth at the midpoint. This outlook reflects the potential subscriber impact of our recent non-renewal with TelevisaUnivision. Fubo remains focused on providing our subscribers with the most compelling content viewing options while also advancing profitability objectives.
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Rest of World
Our 1Q 2025 subscriber guidance projects 330,000 to 340,000 subscribers, representing a 16% year-over-year decline at the midpoint. Our 1Q 2025 revenue guidance projects $7.5 million to $8.5 million, representing a 5% year-over-year decline at the midpoint.
Conclusion
2024 was another solid year for the company highlighted by record achievements on the top and bottom lines, demonstrating further progress towards our 2025 profitability goal. We look forward to what we hope will be a transformative future for the streaming industry and for our business, leveraging the many opportunities in front of us to fulfill our mission of building an innovative and unparalleled streaming experience that offers value and choice.
Sincerely,
| David Gandler, co-founder and CEO | Edgar Bronfman Jr., executive chairman |
4Q24 Earnings Live Conference Call
Fubo CEO, David Gandler, and CFO, John Janedis, will host a live conference call today at 8:30 a.m. ET to deliver brief remarks followed by Q&A. The live webcast will be available on the Events & Presentations page of Fubo’s investor relations website. An archived replay will be available on Fubo’s website following the call. Participants should join the call 10 minutes prior to ensure that they are connected prior to the event.
More Information
We encourage you to read our full set of financial statements and SEC filings, and to sign up for email alerts, on the investor relations section of our website at ir.fubo.tv.
Additional information is available at www.sec.gov under FuboTV Inc.’s filings, as well as https://ir.fubo.tv.
Fubo intends to use its website as a disclosure channel and investors are encouraged to refer to it, as well as press releases and SEC filings. The company encourages reading the full set of financial statements and related disclosures in its Annual Report on Form 10-K for the year ended December 31, 2024 that will be filed with the SEC.
About Fubo
With a global mission to aggregate the best in TV, including premium sports, news and entertainment content, through a single app, FuboTV Inc. (d/b/a Fubo) (NYSE: FUBO) aims to transcend the industry’s current TV model. The company operates Fubo in the U.S., Canada and Spain and Molotov in France.
In the U.S., Fubo is a sports-first cable TV replacement product that aggregates more than 400 live sports, news and entertainment networks and is the only live TV streaming platform with every English-language Nielsen-rated sports channel (source: Nielsen Total Viewers, 2024). Leveraging Fubo’s proprietary data and technology platform optimized for live TV and sports viewership, subscribers can engage with the content they are watching through an intuitive and personalized streaming experience. Fubo has continuously pushed the boundaries of live TV streaming. It was the first virtual MVPD to launch 4K streaming and MultiView, which it did years ahead of its peers, as well as Instant Headlines, a first-of-its-kind AI feature that generates contextual news topics as they are reported live on air.
Learn more at https://fubo.tv
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Forward-Looking Statements
This letter contains forward-looking statements of FuboTV Inc. (“Fubo”) that involve substantial risks and uncertainties. All statements contained in this letter that do not relate to matters of historical fact are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including statements regarding our business strategy and plans, including programming and content partnerships, our pending business combination with Hulu + Live TV (the “Transactions”), potential benefits of our strategic investments, expectations regarding innovation, growth, and macroeconomic, industry, advertising and consumer trends, planned product offerings, and our financial condition and our anticipated financial performance, including quarterly guidance. The words “could,” “will,” “plan,” “intend,” “anticipate,” “approximate,” “expect,” “potential,” “believe” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that Fubo makes due to a number of important factors, including but not limited to the following: our ability to achieve or maintain profitability; risks related to our access to capital and fundraising prospects to fund our financial operations and support our planned business growth; our revenue and gross profit are subject to seasonality; our operating results may fluctuate; our ability to effectively manage our growth; risks related to the Transactions; the long-term nature of our content commitments; our ability to renew our long-term content contracts on sufficiently favorable terms; our ability to attract and retain subscribers; obligations imposed on us through our agreements with certain distribution partners; we may not be able to license streaming content or other rights on acceptable terms; the restrictions imposed by content providers on our distribution and marketing of our products and services; our reliance on third party platforms to operate certain aspects of our business; risks related to the difficulty in measuring key metrics related to our business; risks related to preparing and forecasting our financial results; risks related to the highly competitive nature of our industry; risks related to our technology, as well as cybersecurity and data privacy-related risks; risks related to ongoing or future legal proceedings; and other risks, including the effects of industry, market, economic, political or regulatory conditions, future exchange and interest rates, and changes in tax and other laws, regulations, rates and policies. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are discussed in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 filed with the Securities and Exchange Commission (“SEC”), our Annual Report on Form 10-K for the year ended December 31, 2024 to be filed with the SEC, and our other periodic filings with the SEC. We encourage you to read such risks in detail. The forward-looking statements in this letter represent Fubo’s views as of the date of this letter. Fubo anticipates that subsequent events and developments will cause its views to change. However, while it may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. You should, therefore, not rely on these forward-looking statements as representing Fubo’s views as of any date subsequent to the date of this letter.
Additional Information and Where to Find It
This letter and the information contained herein shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any proxy, vote or approval, nor shall there be any issuance or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Transactions will be submitted to the shareholders of Fubo for their consideration and approval at a special meeting. In connection with the Transactions, Fubo intends to file a preliminary proxy statement with the SEC. Once the SEC completes its review of the preliminary proxy statement, a definitive proxy statement and a form of proxy will be filed with the SEC and mailed or otherwise furnished to the shareholders of Fubo. Before making any voting decision, Fubo shareholders are urged to read the proxy statement in its entirety, when it becomes available, and any other documents to be filed with the SEC in connection with the Transactions or incorporated by reference in the proxy statement (including any amendments or supplements to these documents), if any, because they will contain important information about the Transactions and the parties to the Transactions. This communication is not a substitute for the proxy statement or any other document that may be filed by Fubo with the SEC or sent to its shareholders in connection with the Transactions.
Fubo investors and shareholders may obtain a free copy of the proxy statement and documents filed by Fubo with the SEC at the SEC’s website at www.sec.gov. In addition, Fubo investors and shareholders may obtain a free copy of Fubo’s filings with the SEC from Fubo’s website at ir.fubo.tv or by directing a request by mail to Fubo, 1290 Avenue of the Americas, New York, NY 10104, or telephone to (212) 672-0055.
Participants in the Solicitation
The Company and its directors and executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from the shareholders of the Company in respect of the Transactions. Information regarding Fubo’s directors and executive officers is contained in the definitive proxy statement on Schedule 14A for Fubo’s 2024 annual meeting of shareholders (the “2024 Proxy Statement”), filed with the SEC on April 26, 2024. Additional information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the shareholders of Fubo in connection with the Transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement for Fubo’s special meeting of shareholders in connection with the Transactions when it is filed with the SEC, free copies of which may be obtained as described in the preceding paragraph. To the extent holdings of Fubo’s securities by Fubo’s directors and executive officers change from the amounts set forth in the 2024 Proxy Statement, such changes have been or will be reflected on Statements of Changes of Beneficial Ownership of Securities on Form 4 filed with the SEC. Fubo investors and shareholders may obtain free copies of these filings from the SEC’s website at www.sec.gov or from Fubo’s website at ir.fubo.tv.
(FuboTV Inc. Financial Statements begin on the following pages)
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fuboTV Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except share and per share amounts)
| For the Three Months Ended | For the Years Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Unaudited | Unaudited | Audited | Audited | |||||||||||||
| Revenues | ||||||||||||||||
| Subscription | $ | 406,876 | $ | 370,087 | $ | 1,500,101 | $ | 1,249,579 | ||||||||
| Advertising | 34,392 | 38,987 | 115,200 | 115,370 | ||||||||||||
| Other | 2,009 | 1,107 | 7,495 | 3,276 | ||||||||||||
| Total revenues | 443,277 | 410,181 | 1,622,796 | 1,368,225 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Subscriber related expenses | 356,650 | 354,854 | 1,361,011 | 1,213,253 | ||||||||||||
| Broadcasting and transmission | 13,811 | 15,546 | 57,874 | 68,824 | ||||||||||||
| Sales and marketing | 68,200 | 69,786 | 202,489 | 207,045 | ||||||||||||
| Technology and development | 19,433 | 14,164 | 80,009 | 67,675 | ||||||||||||
| General and administrative | 9,819 | 18,286 | 75,073 | 64,282 | ||||||||||||
| Depreciation and amortization | 9,952 | 9,638 | 38,548 | 36,496 | ||||||||||||
| Impairment of other assets | 3,813 | - | 3,813 | - | ||||||||||||
| Total operating expenses | 481,678 | 482,274 | 1,818,817 | 1,657,575 | ||||||||||||
| Operating loss | (38,401 | ) | (72,093 | ) | (196,021 | ) | (289,350 | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense | (4,756 | ) | (3,457 | ) | (20,852 | ) | (13,712 | ) | ||||||||
| Interest income | 1,406 | 2,908 | 7,157 | 10,971 | ||||||||||||
| Amortization of debt premium (discount), net | 355 | (656 | ) | 1,224 | (2,574 | ) | ||||||||||
| Gain on extinguishment of debt | - | 1,607 | 29,513 | 1,607 | ||||||||||||
| Other income (expense) | 716 | 252 | 1,860 | (923 | ) | |||||||||||
| Total other income (expense) | (2,279 | ) | 654 | 18,902 | (4,631 | ) | ||||||||||
| Loss from continuing operations before income taxes | (40,680 | ) | (71,439 | ) | (177,119 | ) | (293,981 | ) | ||||||||
| Income tax (provision) benefit | (252 | ) | 397 | (659 | ) | 879 | ||||||||||
| Net loss from continuing operations | (40,932 | ) | (71,042 | ) | (177,778 | ) | (293,102 | ) | ||||||||
| Discontinued operations | ||||||||||||||||
| Net income from discontinued operations before income taxes | - | 515 | 1,687 | 5,185 | ||||||||||||
| Net income from discontinued operations | - | 515 | 1,687 | 5,185 | ||||||||||||
| Net loss | (40,932 | ) | (70,527 | ) | (176,091 | ) | (287,917 | ) | ||||||||
| Less: Net loss attributable to non-controlling interest | 2,383 | 437 | 3,837 | 463 | ||||||||||||
| Net loss attributable to common shareholders | $ | (38,549 | ) | $ | (70,090 | ) | $ | (172,254 | ) | $ | (287,454 | ) | ||||
| Other comprehensive loss | ||||||||||||||||
| Foreign currency translation adjustment | (9,523 | ) | 3,857 | (9,088 | ) | 4,822 | ||||||||||
| Comprehensive loss attributable to common shareholders | $ | (48,072 | ) | $ | (66,233 | ) | $ | (181,342 | ) | $ | (282,632 | ) | ||||
| Net loss per share attributable to common shareholders | ||||||||||||||||
| Basic and diluted loss per share from continuing operations | $ | (0.11 | ) | $ | (0.24 | ) | $ | (0.54 | ) | $ | (1.06 | ) | ||||
| Basic and diluted income per share from discontinued operations | - | - | - | $ | 0.02 | |||||||||||
| Basic and diluted net loss per share | $ | (0.11 | ) | $ | (0.24 | ) | $ | (0.54 | ) | $ | (1.04 | ) | ||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic and diluted | 336,151,610 | 294,737,521 | 319,653,763 | 276,282,572 | ||||||||||||
| Stock-based compensation was allocated as follows: | ||||||||||||||||
| Subscriber related expenses | 86 | 64 | 324 | 211 | ||||||||||||
| Sales and marketing | 3,917 | 4,308 | 17,341 | 22,886 | ||||||||||||
| Technology and development | 3,020 | 3,101 | 12,208 | 12,024 | ||||||||||||
| General and administrative | 2,878 | 4,291 | 12,637 | 16,094 | ||||||||||||
| Total stock-based compensation | 9,901 | 11,764 | 42,510 | 51,215 | ||||||||||||
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fuboTV Inc.
Condensed Consolidated Balance Sheets
(in thousands)
| December 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Unaudited | Audited | |||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | 161,435 | $ | 245,278 | ||||
| Accounts receivable, net | 71,078 | 80,299 | ||||||
| Prepaid sports rights | 24,821 | 39,911 | ||||||
| Prepaid and other current assets | 16,699 | 20,804 | ||||||
| Assets of discontinued operations | - | 462 | ||||||
| Total current assets | 274,033 | 386,754 | ||||||
| Property and equipment, net | 6,080 | 4,835 | ||||||
| Restricted cash | 6,137 | 6,142 | ||||||
| Intangible assets, net | 133,703 | 158,448 | ||||||
| Goodwill | 615,399 | 622,818 | ||||||
| Right-of-use assets | 31,837 | 35,825 | ||||||
| Other non-current assets | 10,239 | 17,818 | ||||||
| Total assets | $ | 1,077,428 | $ | 1,232,640 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 67,844 | $ | 74,311 | ||||
| Accrued expenses and other current liabilities | 335,967 | 320,041 | ||||||
| Notes payable | 7,024 | 6,323 | ||||||
| Deferred revenue | 98,421 | 90,203 | ||||||
| Long-term borrowings - current portion | 1,042 | 1,612 | ||||||
| Current portion of lease liabilities | 5,024 | 5,247 | ||||||
| Liabilities of discontinued operations | - | 19,608 | ||||||
| Total current liabilities | 515,322 | 517,345 | ||||||
| Convertible notes, net | 332,383 | 391,748 | ||||||
| Lease liabilities | 32,951 | 38,087 | ||||||
| Other long-term liabilities | 15,990 | 1,635 | ||||||
| Total liabilities | 896,646 | 948,815 | ||||||
| Shareholders’ equity: | ||||||||
| Common stock par value $0.0001: 1,000,000,000 shares authorized; 339,144,854 and 299,215,160 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively | 34 | 30 | ||||||
| Additional paid-in capital | 2,219,002 | 2,136,870 | ||||||
| Accumulated deficit | (2,017,796 | ) | (1,845,542 | ) | ||||
| Non-controlling interest | (15,588 | ) | (11,751 | ) | ||||
| Accumulated other comprehensive (loss) income | (4,870 | ) | 4,218 | |||||
| Total shareholders’ equity | $ | 180,782 | $ | 283,825 | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 1,077,428 | $ | 1,232,640 | ||||
| | |
| 9 |
fuboTV Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
| For the Twelve Months Ended | ||||||||
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Unaudited | Unaudited | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (176,091 | ) | $ | (287,917 | ) | ||
| Less: Net income from discontinued operations, net of tax | 1,687 | 5,185 | ||||||
| Net loss from continuing operations | (177,778 | ) | (293,102 | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 38,548 | 36,496 | ||||||
| Stock-based compensation | 42,510 | 51,215 | ||||||
| Impairment of other assets | 3,813 | - | ||||||
| Gain on extinguishment of debt | (29,513 | ) | (1,607 | ) | ||||
| Amortization of debt (premium) discount, net | (1,224 | ) | 2,574 | |||||
| Deferred income tax provision (benefit) | 218 | (995 | ) | |||||
| Amortization of right-of-use assets | 3,988 | 3,126 | ||||||
| Other adjustments | 700 | 695 | ||||||
| Changes in operating assets and liabilities of business | ||||||||
| Accounts receivable, net | 9,034 | (36,200 | ) | |||||
| Prepaid expenses and other assets | 7,649 | (14,498 | ) | |||||
| Prepaid sports rights | 15,389 | (1,525 | ) | |||||
| Accounts payable | (5,748 | ) | 6,635 | |||||
| Accrued expenses and other liabilities | 13,639 | 52,180 | ||||||
| Deferred revenue | 8,348 | 24,774 | ||||||
| Lease liabilities | (5,200 | ) | (2,813 | ) | ||||
| Net cash used in operating activities - continuing operations | (75,627 | ) | (173,045 | ) | ||||
| Net cash used in operating activities - discontinued operations | (3,851 | ) | (4,577 | ) | ||||
| Net cash used in operating activities | (79,478 | ) | (177,622 | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchases of property and equipment | (2,727 | ) | (1,071 | ) | ||||
| Proceeds from sale of property and equipment | - | 28 | ||||||
| Capitalization of internal use software | (11,468 | ) | (17,282 | ) | ||||
| Purchase of intangible assets | (1,640 | ) | (3,592 | ) | ||||
| Purchase of strategic investment | - | (3,500 | ) | |||||
| Net cash used in investing activities | (15,835 | ) | (25,417 | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from the issuance of common stock, net of offering costs | 43,296 | 116,886 | ||||||
| Redemption of non-controlling interest | - | (2,147 | ) | |||||
| Repurchase of convertible notes | (26,557 | ) | (3,313 | ) | ||||
| Vested restricted stock unit settled for cash | (181 | ) | (125 | ) | ||||
| Payments for financing costs | (4,682 | ) | - | |||||
| Proceeds from exercise of stock options | 3 | 373 | ||||||
| Repayments of notes payable and long-term borrowings | (414 | ) | (441 | ) | ||||
| Net cash provided by financing activities | 11,465 | 111,233 | ||||||
| Net decrease in cash, cash equivalents and restricted cash | (83,848 | ) | (91,806 | ) | ||||
| Cash, cash equivalents and restricted cash at beginning of period | 251,420 | 343,226 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 167,572 | $ | 251,420 | ||||
| Supplemental disclosure of cash flows information: | ||||||||
| Interest paid | 14,940 | 13,169 | ||||||
| Income tax paid | 251 | 258 | ||||||
| Non cash financing and investing activities: | ||||||||
| Strategic investment - marketing commitment | - | 4,000 | ||||||
| Unpaid intangible assets included in accounts payable | 50 | 540 | ||||||
| Unpaid financing costs included in accounts payable | - | 15 | ||||||
| Unpaid property and equipment included in accounts payable | - | 12 | ||||||
| | |
| 10 |
Basis of Presentation – Continuing Operations
In connection with the dissolution of Fubo Gaming, Inc. and termination of Fubo Sportsbook, the assets and liabilities and the operations of our former wagering reportable segment are presented as discontinued operations in our consolidated financial statements. With respect to our continuing operations, we operate as a single reportable segment. Financial information presented in this letter reflects Fubo’s results on a continuing operations basis, which excludes our former wagering reportable segment.
Key Performance Metrics and Non-GAAP Measures
Paid Subscribers
We believe the number of paid subscribers is a relevant measure to gauge the size of our user base. Paid subscribers (“subscribers”) are total subscribers that have completed registration with Fubo, have activated a payment method (only reflects one paying user per plan), from which Fubo has collected payment in the month ending the relevant period. Users who are on a free (trial) period are not included in this metric.
Average Revenue per User (ARPU)
We believe ARPU provides useful information for investors to gauge the revenue generated per subscriber on a monthly basis. ARPU, with respect to a given period, is defined as total Subscription revenue and Advertising revenue recognized in such period, divided by the average daily paid subscribers in such period, divided by the number of months in such period. Advertising revenue, like Subscription revenue, is primarily driven by the number of subscribers to our platform and per-subscriber viewership such as the type of, and duration of, content watched on platform. We believe ARPU is an important metric for both management and investors to evaluate the company’s core operating performance and measure our subscriber monetization, as well as evaluate unit economics, payback on subscriber acquisition cost and lifetime value per subscriber. In addition, we believe that presenting a geographic breakdown for North America ARPU and ROW ARPU allows for a more meaningful assessment of the business because of the significant differences in both Subscription revenue and Advertising revenue generated on a per subscriber basis in North America when compared to ROW due to our current subscription pricing models and advertising monetization in the two geographic regions.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP measure defined as Net Loss from Continuing Operations, adjusted for depreciation and amortization, impairment of other assets, stock-based compensation, certain litigation and transaction expenses, income tax provision (benefit), and other income (expense). Certain litigation and transaction expenses consist of legal expenses and related fees and costs for specific proceedings that we have determined arise outside of the ordinary course of business and do not consider representative of our underlying operating performance, based on the several considerations which we assess regularly, including: (1) the frequency of similar cases that have been brought to date, or are expected to be brought in the future; (2) matter-specific facts and circumstances, such as the unique nature or complexity of the case and/or remedy(ies) sought, including the size of any monetary damages sought; (3) the counterparty involved; and (4) the extent to which management considers these amounts for purposes of operating decision-making and in assessing operating performance. Certain transaction expenses consist of professional advisor costs related to the pending business combination with Hulu + Live TV.
| | |
| 11 |
Adjusted EBITDA Margin
Adjusted EBITDA Margin is a non-GAAP measure defined as Adjusted EBITDA divided by Revenue.
Adjusted Net Loss
Adjusted Net Loss is a non-GAAP measure defined as Net Loss Attributable to Common Shareholders, adjusting for discontinued operations, stock-based compensation, amortization of debt premium (discount), net, amortization of intangibles, impairment of other assets, gain on extinguishment of debt, and certain litigation and transaction expenses (as described further above, see “–Adjusted EBITDA”).
Adjusted EPS (Earnings per Share)
Adjusted EPS is a non-GAAP measure defined as Adjusted Net Loss divided by weighted average shares outstanding.
Free Cash Flow
Free Cash Flow is a non-GAAP measure defined as net cash used in operating activities - continuing operations, reduced by capital expenditures (consisting of purchases of property and equipment), purchases of intangible assets and capitalization of internal use software. We believe Free Cash Flow is an important liquidity measure of the cash that is available for operational expenses, investments in our business, strategic acquisitions, and for certain other activities such as repaying debt obligations and stock repurchases. Free Cash Flow is a key financial indicator used by management. Free Cash Flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash. The use of Free Cash Flow as an analytical tool has limitations due to the fact that it does not represent the residual cash flow available for discretionary expenditures. Because of these limitations, Free Cash Flow should be considered along with other operating and financial performance measures presented in accordance with GAAP.
Gross Profit (GAAP)
Gross Profit is defined as Revenue less Subscriber related expenses and Broadcasting and transmission. We believe this measure is useful because it represents a key profitability metric for our business and is used by management to evaluate the performance of our business, including measuring the cost to deliver our product to subscribers against revenue.
Reconciliation of Key Performance Metrics and Non-GAAP Financial Measures
Certain measures used in this letter, including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Loss, Adjusted EPS and Free Cash Flow, are non-GAAP financial measures. We believe these are useful financial measures for investors as they are supplemental measures used by management in evaluating our core operating performance. Our non-GAAP financial measures have limitations as analytical tools and you should not consider them in isolation or as a substitute for an analysis of our results under GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. First, these non-GAAP financial measures are not a substitute for GAAP financial measures. Second, these non-GAAP financial measures may not provide information directly comparable to measures provided by other companies in our industry, as those other companies may calculate their non-GAAP financial measures differently.
The following tables include reconciliations of the non-GAAP financial measures used in this letter to their most directly comparable GAAP financial measures. The tables also include reconciliations of GAAP Subscription revenue and GAAP Advertising revenue to North America ARPU and ROW ARPU, respectively, each of which is a key performance metric.
| | |
| 12 |
fuboTV Inc.
Reconciliation of GAAP Subscription and Advertising Revenue to North America ARPU
(in thousands, except average subscribers and average per user amounts)
Year-over-Year Comparison
| Three Months Ended | ||||||||||||||||||||
December 31, 2024 | September 30, 2024 | June 30, 2024 | March 31, 2024 | December 31, 2023 | ||||||||||||||||
| Subscription Revenue (GAAP) | $ | 406,876 | $ | 356,575 | $ | 362,936 | $ | 373,714 | $ | 370,087 | ||||||||||
| Advertising Revenue (GAAP) | 34,392 | 27,054 | 26,285 | 27,469 | 38,987 | |||||||||||||||
| Subtract: | ||||||||||||||||||||
| ROW Subscription Revenue | (8,971 | ) | (8,696 | ) | (8,049 | ) | (8,143 | ) | (8,042 | ) | ||||||||||
| ROW Advertising Revenue | (475 | ) | (201 | ) | (257 | ) | (244 | ) | (382 | ) | ||||||||||
| Total | 431,822 | 374,732 | 380,915 | 392,796 | 400,650 | |||||||||||||||
| Divide: | ||||||||||||||||||||
| Average Subscribers (North America) | 1,637,487 | 1,458,513 | 1,481,751 | 1,548,782 | 1,541,290 | |||||||||||||||
| Months in Period | 3 | 3 | 3 | 3 | 3 | |||||||||||||||
| North America Monthly Average Revenue per User (NA ARPU) | $ | 87.90 | $ | 85.64 | $ | 85.69 | $ | 84.54 | $ | 86.65 | ||||||||||
| | |
| 13 |
fuboTV Inc.
Reconciliation of GAAP Subscription and Advertising Revenue to North America ARPU
(in thousands, except average subscribers and average per user amounts)
Full Year Comparison
| Years Ended | ||||||||
| December 31, 2024 | December 31, 2023 | |||||||
| As-Reported | As-Reported | |||||||
| Subscription Revenue (GAAP) | $ | 1,500,101 | $ | 1,249,579 | ||||
| Advertising Revenue (GAAP) | 115,200 | 115,370 | ||||||
| Subtract: | ||||||||
| ROW Subscription Revenue | (33,859 | ) | (31,674 | ) | ||||
| ROW Advertising Revenue | (1,177 | ) | (1,123 | ) | ||||
| Total | 1,580,265 | 1,332,152 | ||||||
| Divide: | ||||||||
| Average Subscribers (North America) | 1,531,723 | 1,349,647 | ||||||
| Months in Period | 12 | 12 | ||||||
| North America Monthly Average Revenue per User (NA ARPU) | $ | 85.97 | $ | 82.25 | ||||
| | |
| 14 |
fuboTV Inc.
Reconciliation of GAAP Subscription and Advertising Revenue to ROW ARPU
(in thousands, except average subscribers and average per user amounts)
Year-over-Year Comparison
| Three Months Ended | ||||||||||||||||||||
December 31, 2024 | September 30, 2024 | June 30, 2024 | March 31, 2024 | December 31, 2023 | ||||||||||||||||
| Subscription Revenue (GAAP) | $ | 406,876 | $ | 356,575 | $ | 362,936 | $ | 373,714 | $ | 370,087 | ||||||||||
| Advertising Revenue (GAAP) | 34,392 | 27,054 | 26,285 | 27,469 | 38,987 | |||||||||||||||
| Subtract: | ||||||||||||||||||||
| North America Subscription Revenue | (397,906 | ) | (347,879 | ) | (354,887 | ) | (365,571 | ) | (362,045 | ) | ||||||||||
| North America Advertising Revenue | (33,916 | ) | (26,853 | ) | (26,028 | ) | (27,225 | ) | (38,605 | ) | ||||||||||
| Total | 9,446 | 8,897 | 8,306 | 8,387 | 8,424 | |||||||||||||||
| Divide: | ||||||||||||||||||||
| Average Subscribers (ROW) | 370,603 | 395,254 | 394,471 | 399,528 | 412,565 | |||||||||||||||
| Months in Period | 3 | 3 | 3 | 3 | 3 | |||||||||||||||
| ROW Monthly Average Revenue per User (ROW ARPU) | $ | 8.50 | $ | 7.50 | $ | 7.02 | $ | 7.00 | $ | 6.81 | ||||||||||
| | |
| 15 |
fuboTV Inc.
Reconciliation of GAAP Subscription and Advertising Revenue to ROW ARPU
(in thousands, except average subscribers and average per user amounts)
Full Year Comparison
| Years Ended | ||||||||
| December 31, 2024 | December 31, 2023 | |||||||
| As-Reported | As-Reported | |||||||
| Subscription Revenue (GAAP) | $ | 1,500,101 | $ | 1,249,579 | ||||
| Advertising Revenue (GAAP) | 115,200 | 115,370 | ||||||
| Subtract: | ||||||||
| North America Subscription Revenue | (1,466,242 | ) | (1,217,905 | ) | ||||
| North America Advertising Revenue | (114,023 | ) | (114,247 | ) | ||||
| Total | 35,036 | 32,797 | ||||||
| Divide: | ||||||||
| Average Subscribers (ROW) | 389,964 | 401,009 | ||||||
| Months in Period | 12 | 12 | ||||||
| ROW Monthly Average Revenue per User (ROW ARPU) | $ | 7.49 | $ | 6.82 | ||||
| | |
| 16 |
fuboTV Inc.
Reconciliation of Net Loss from Continuing Operations to Non-GAAP Adjusted EBITDA (in thousands)
Year-over-Year Comparison
| Three Months Ended | ||||||||||||||||||||
December 31, 2024 | September 30, 2024 | June 30, 2024 | March 31, 2024 | December 31, 2023 | ||||||||||||||||
| Reconciliation of Net Loss from Continuing Operations to Adjusted EBITDA | ||||||||||||||||||||
| Net loss from continuing operations | $ | (40,932 | ) | $ | (54,684 | ) | $ | (25,833 | ) | $ | (56,329 | ) | $ | (71,042 | ) | |||||
| Depreciation and amortization | 9,952 | 9,816 | 9,519 | 9,261 | 9,638 | |||||||||||||||
| Impairment of other assets | 3,813 | - | - | - | - | |||||||||||||||
| Stock-based compensation | 9,901 | 9,324 | 10,308 | 12,977 | 11,764 | |||||||||||||||
| Certain litigation expenses(1) | 3,397 | 11,930 | 4,856 | 2,257 | 555 | |||||||||||||||
| Certain transaction expenses(2) | 2,639 | - | - | - | - | |||||||||||||||
| Other (income) expense | 2,279 | (4,143 | ) | (9,941 | ) | (7,097 | ) | (654 | ) | |||||||||||
| Income tax provision (benefit) | 252 | 195 | 99 | 113 | (397 | ) | ||||||||||||||
| Adjusted EBITDA | (8,699 | ) | (27,562 | ) | (10,992 | ) | (38,818 | ) | (50,136 | ) | ||||||||||
| Adjusted EBITDA | (8,699 | ) | (27,562 | ) | (10,992 | ) | (38,818 | ) | (50,136 | ) | ||||||||||
| Divide: | ||||||||||||||||||||
| Revenue | 443,277 | 386,207 | 390,965 | 402,347 | 410,181 | |||||||||||||||
| Adjusted EBITDA Margin | -2.0 | % | -7.1 | % | -2.8 | % | -9.6 | % | -12.2 | % | ||||||||||
| (1) | Certain litigation expenses consist of legal expenses and related fees for specific proceedings that we have determined arise outside of the ordinary course of business and do not consider representative of our underlying operating performance. For the periods presented, the adjustment included expenses attributable to antitrust and data privacy litigation. Note that in calculating Adjusted EBITDA, prior to the second quarter of 2024 Fubo did not include adjustments for Certain litigation expenses. For comparative purposes, prior quarter figures have been recast to reflect this adjustment. |
| (2) | Certain transaction expenses consist of professional advisor costs related to the pending business combination with Hulu + Live TV. |
| | |
| 17 |
fuboTV Inc.
Reconciliation of Net Loss from Continuing Operations to Non-GAAP Adjusted EBITDA (TTM) (in thousands)
Year-over-Year Comparison
| Trailing Twelve Months Ended | ||||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Reconciliation of Net Loss from Continuing Operations to Adjusted EBITDA | ||||||||
| Net loss from continuing operations | $ | (177,778 | ) | $ | (293,102 | ) | ||
| Depreciation and amortization | 38,548 | 36,496 | ||||||
| Impairment of other assets | 3,813 | - | ||||||
| Stock-based compensation | 42,510 | 51,215 | ||||||
| Certain litigation expenses(1) | 22,441 | 631 | ||||||
| Certain transaction expenses(2) | 2,639 | - | ||||||
| Other (income) expense | (18,902 | ) | 4,631 | |||||
| Income tax provision (benefit) | 659 | (879 | ) | |||||
| Adjusted EBITDA (TTM) | (86,070 | ) | (201,008 | ) | ||||
| (1) | Certain litigation expenses consist of legal expenses and related fees for specific proceedings that we have determined arise outside the ordinary course of business and do not consider representative of our underlying operating performance. For the periods presented, the adjustment included expenses attributable to antitrust and data privacy litigation. Note that in calculating Adjusted EBITDA, prior to the second quarter of 2024 Fubo did not include adjustments for Certain litigation expenses. For comparative purposes, prior quarter figures have been recast to reflect this adjustment. |
| (2) | Certain transaction expenses consist of professional advisor costs related to the pending business combination with Hulu + Live TV. |
| | |
| 18 |
fuboTV Inc.
Reconciliation of Net Cash Provided by (Used in) Operating Activities - Continuing Operations to Free Cash Flow (in thousands)
Year-over-Year Comparison
| Three Months Ended | ||||||||||||||||||||
December 31, 2024 | September 30, 2024 | June 30, 2024 | March 31, 2024 | December 31, 2023 | ||||||||||||||||
| Net cash provided by (used in) operating activities - continuing operations | $ | 20,850 | $ | 2,444 | $ | (31,874 | ) | $ | (67,046 | ) | $ | (57 | ) | |||||||
| Subtract: | ||||||||||||||||||||
| Purchases of property and equipment | (828 | ) | (1,583 | ) | (208 | ) | (108 | ) | (696 | ) | ||||||||||
| Capitalization of internal use software | (2,655 | ) | (1,984 | ) | (3,221 | ) | (3,609 | ) | (4,407 | ) | ||||||||||
| Purchase of intangible assets | (1,100 | ) | - | - | (540 | ) | (693 | ) | ||||||||||||
| Free Cash Flow | 16,267 | (1,123 | ) | (35,303 | ) | (71,303 | ) | (5,853 | ) | |||||||||||
| | |
| 19 |
fuboTV Inc.
Reconciliation of Net Cash Provided by (Used in) Operating Activities - Continuing Operations to Free Cash Flow (TTM) (in thousands)
Year-over-Year Comparison
| Trailing Twelve Months Ended | ||||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Net cash provided by (used in) operating activities - continuing operations | $ | (75,627 | ) | $ | (173,045 | ) | ||
| Subtract: | ||||||||
| Purchases of property and equipment | (2,727 | ) | (1,071 | ) | ||||
| Capitalization of internal use software | (11,468 | ) | (17,282 | ) | ||||
| Purchase of intangible assets | (1,640 | ) | (3,592 | ) | ||||
| Free Cash Flow (TTM) | (91,462 | ) | (194,990 | ) | ||||
| | |
| 20 |
fuboTV Inc.
Reconciliation of Net Loss Attributable to Common Shareholders to Non-GAAP Adjusted Net Loss and Adjusted EPS (in thousands)
Year-over-Year Comparison
| Three Months Ended | ||||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Net loss attributable to common shareholders | $ | (38,549 | ) | $ | (70,090 | ) | ||
| Subtract: | ||||||||
| Net income from discontinued operations, net of tax | - | 515 | ||||||
| Net loss from continuing operations attributable to common shareholders | (38,549 | ) | (70,605 | ) | ||||
| Net loss from continuing operations attributable to common shareholders | (38,549 | ) | (70,605 | ) | ||||
| Stock-based compensation | 9,901 | 11,764 | ||||||
| Amortization of debt (premium) discount, net | (355 | ) | 656 | |||||
| Amortization of intangibles | 9,606 | 9,282 | ||||||
| Impairment of other assets | 3,813 | - | ||||||
| Gain on extinguishment of debt | - | (1,607 | ) | |||||
| Certain litigation expenses(1) | 3,397 | 555 | ||||||
| Certain transaction expenses(2) | 2,639 | - | ||||||
| Adjusted net loss from continuing operations | (9,548 | ) | (49,955 | ) | ||||
| Weighted average shares outstanding: | ||||||||
| Basic and diluted | 336,151,610 | 294,737,521 | ||||||
| Adjusted EPS from continuing operations | $ | (0.02 | ) | $ | (0.18 | ) | ||
| (1) | Certain litigation expenses consist of legal expenses and related fees for specific proceedings that we have determined arise outside the ordinary course of business and do not consider representative of our underlying operating performance. For the periods presented, the adjustment included expenses attributable to antitrust and data privacy litigation. Note that in calculating Adjusted EPS, prior to the second quarter of 2024 Fubo did not include adjustments for Certain litigation expenses. For comparative purposes, prior quarter figures have been recast to reflect this adjustment. |
| (2) | Certain transaction expenses consist of professional advisor costs related to the pending business combination with Hulu + Live TV. |
| | |
| 21 |
fuboTV Inc.
Reconciliation of Net Loss Attributable to Common Shareholders to Non-GAAP Adjusted Net Loss and Adjusted EPS (in thousands)
Full Year Comparison
| Years Ended | ||||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Net loss attributable to common shareholders | $ | (172,254 | ) | $ | (287,454 | ) | ||
| Subtract: | ||||||||
| Net income from discontinued operations, net of tax | 1,687 | 5,185 | ||||||
| Net loss from continuing operations attributable to common shareholders | (173,941 | ) | (292,639 | ) | ||||
| Net loss from continuing operations attributable to common shareholders | (173,941 | ) | (292,639 | ) | ||||
| Stock-based compensation | 42,510 | 51,215 | ||||||
| Amortization of debt (premium) discount, net | (1,224 | ) | 2,574 | |||||
| Amortization of intangibles | 37,110 | 35,043 | ||||||
| Impairment of other assets | 3,813 | - | ||||||
| Gain on extinguishment of debt | (29,513 | ) | (1,607 | ) | ||||
| Certain litigation expenses(1) | 22,441 | 631 | ||||||
| Certain transaction expenses(2) | 2,639 | - | ||||||
| Adjusted net loss from continuing operations | (96,165 | ) | (204,783 | ) | ||||
| Weighted average shares outstanding: | ||||||||
| Basic and diluted | 319,653,763 | 276,282,572 | ||||||
| Adjusted EPS from continuing operations | $ | (0.29 | ) | $ | (0.74 | ) | ||
| (1) | Certain litigation expenses consist of legal expenses and related fees for specific proceedings that we have determined arise outside the ordinary course of business and do not consider representative of our underlying operating performance. For the periods presented, the adjustment included expenses attributable to antitrust and data privacy litigation. Note that in calculating Adjusted EPS, prior to the second quarter of 2024 Fubo did not include adjustments for Certain litigation expenses. For comparative purposes, prior quarter figures have been recast to reflect this adjustment. |
| (2) | Certain transaction expenses consist of professional advisor costs related to the pending business combination with Hulu + Live TV. |
# # #
Contacts
Investor Contacts:
Ameet Padte, Fubo
ameet@fubo.tv
JCIR for Fubo
ir@fubo.tv
Media Contacts:
Jennifer L. Press, Fubo
jpress@fubo.tv
Bianca Illion, Fubo
billion@fubo.tv
| | |
| 22 |
Exhibit 99.2
FOR IMMEDIATE RELEASE
FUBO CLOSED 2024 WITH RECORD $1.59B REVENUE,
1.676M PAID SUBSCRIBERS IN NORTH AMERICA
COMPANY ACHIEVED FIRST-EVER QUARTER OF POSITIVE FREE CASH FLOW IN Q4 2024
NEW YORK – FEBRUARY 28, 2025 – FuboTV Inc. (d/b/a/ Fubo) (NYSE: FUBO), the leading sports-first live TV streaming platform, today announced its financial results for the fourth quarter and full year ended December 31, 2024. The Company closed the full year 2024 in North America with record total revenue and paid subscribers, achieved its first quarter of positive free cash flow and improved key profitability metrics by over $100 million on an annual basis for the second consecutive year.
Fubo delivered full year 2024 results in North America of $1.588 billion in total revenue, up 19% year-over-year (YoY), and 1.676 million subscribers, up 4% YoY, both record-breaking metrics for the Company. Fubo closed the fourth quarter with $433.8 million in total revenue, up 8% YoY, in North America, achieving its guidance. Average revenue per user (ARPU) in the fourth quarter was $87.90 in the region, an all-time high for the Company and an expansion of 1.4% YoY.
In the Rest of World (ROW), the Company delivered $9.4 million total revenue, up 12.1% YoY, and 362,000 paid subscribers, down 10.9% YoY. ARPU reached $8.50, up 24.8% YoY. ROW includes the results of Molotov, the French live TV streaming service acquired by Fubo in December 2021.
Fubo states its key metrics on a YoY basis given the seasonality of sports content.
Notably, on a full-year basis, Fubo achieved YoY improvements in Net Loss of $115 million, Adjusted EBITDA of $115 million, Net cash provided by operating activities of $97 million and Free Cash Flow of $104 million. AEBITDA and Free Cash Flow each improved by over $100 million in 2024. This marked the second consecutive year of over $100 million annual improvements in AEBITDA and Free Cash Flow.
Net Loss from continuing operations in the fourth quarter was $40.9 million, leading to an earnings per share (EPS) loss of $0.11. This compares favorably to a Net Loss from continuing operations of $71 million, or an EPS loss of $0.24, in the fourth quarter 2023. Adjusted EPS loss in the fourth quarter was $0.02, compared to an adjusted EPS loss of $0.18 in the fourth quarter 2023. Adjusted EPS excludes the impact of stock-based compensation, amortization of intangibles, impairment of other assets, gain on extinguishment of debt and amortization of debt premium (discount), net and certain litigation and transaction expenses.
In the fourth quarter, Adjusted EBITDA was -$8.7 million, a $41.4 million improvement when compared to the fourth quarter 2023, reflecting the Company’s continued focus on efficient growth, cost control and achieving profitability.
Net cash provided by operating activities in the fourth quarter was $20.9 million, a $20.9 million improvement compared to the fourth quarter 2023, and Free Cash Flow in the fourth quarter was $16.3 million, an improvement of $22.1 million compared to the fourth quarter 2023.
Fubo ended the quarter with $167.6 million in cash, cash equivalents and restricted cash on hand.
Guidance
North America
First Quarter 2025: Fubo is projecting $400 million to $410 million total revenue, representing 3% YoY growth at the midpoint, and 1.430 million to 1.460 million total subscribers, representing a 4% YoY decline at the midpoint. This outlook reflects the potential subscriber impact of the Company’s recent non-renewal with TelevisaUnivision. Fubo remains focused on providing its subscribers with the most compelling content viewing options while also advancing profitability objectives.
ROW
First Quarter 2025: Fubo is projecting $7.5 million to $8.5 million total revenue, representing a 5% YoY decline at the midpoint, and 330,000 to 340,000 subscribers, representing a 16% YoY decline at the midpoint.
Complete fourth quarter and full year 2024 results are detailed in Fubo’s shareholder letter available on the Company’s IR site.
“Fubo continued to deliver on our promise to shareholders in 2024, achieving record total revenue and paid subscribers in North America, as well as significant improvements in Adjusted EBITDA and Free Cash Flow,” said David Gandler, co-founder and CEO, Fubo. “Notable achievements in 2024 included the launch of standalone sports and entertainment skinny bundles as part of our mission to be a Super Aggregator, and expanded availability of our market-first user-configurated Multiview product to Roku devices. We also introduced innovative and interactive connected TV ad formats for brand marketers.
“As we look ahead to 2025, Fubo remains focused on delivering to consumers an unparalleled streaming experience with multiple and flexible content options at appropriate price points. This is demonstrated by our recently announced business combination agreement with The Walt Disney Company’s Hulu + Live TV and our plans to launch a new Sports & Broadcasting service, both of which we expect to further scale our business, deliver additional compelling sports content to consumers and bring more competition to the industry. We will continue to provide periodic updates as the Disney transaction progresses.”
“2024 was another solid year for Fubo highlighted by record achievements on the top and bottom lines, demonstrating further progress towards our 2025 profitability goal,” said Edgar Bronfman Jr., executive chairman, Fubo. “Record revenue and subscriber growth in North America, as well as the achievement of more than a $100 million improvement each in Adjusted EBITDA and Free Cash Flow for the second consecutive year, are particular standouts of the prior year. We enter 2025 with pride in our results, meaningful improvements across nearly every aspect of our business and excitement about our momentum.”
Live Webcast
Gandler and CFO John Janedis will host a live conference call today at 8:30 a.m. ET to deliver brief remarks followed by Q&A. The live webcast will be available on the Events & Presentations page of Fubo’s investor relations website. An archived replay will be available on Fubo’s website following the call. Participants should join the call 10 minutes in advance to ensure that they are connected prior to the event.
About Fubo
With a global mission to aggregate the best in TV, including premium sports, news and entertainment content, through a single app, FuboTV Inc. (d/b/a Fubo) (NYSE: FUBO) aims to transcend the industry’s current TV model. The company operates Fubo in the U.S., Canada and Spain and Molotov in France.
In the U.S., Fubo is a sports-first cable TV replacement product that aggregates more than 400 live sports, news and entertainment networks and is the only live TV streaming platform with every English-language Nielsen-rated sports channel (source: Nielsen Total Viewers, 2024). Leveraging Fubo’s proprietary data and technology platform optimized for live TV and sports viewership, subscribers can engage with the content they are watching through an intuitive and personalized streaming experience. Fubo has continuously pushed the boundaries of live TV streaming. It was the first virtual MVPD to launch 4K streaming and MultiView, which it did years ahead of its peers, as well as Instant Headlines, a first-of-its-kind AI feature that generates contextual news topics as they are reported live on air.
Learn more at https://fubo.tv
Basis of Presentation – Continuing Operations
In connection with the dissolution of Fubo Gaming, Inc. and termination of Fubo Sportsbook, the assets and liabilities and the operations of our former wagering reportable segment are presented as discontinued operations in our consolidated financial statements. With respect to our continuing operations, we operate as a single reportable segment. Financial information presented in this release reflects Fubo’s results on a continuing operations basis, which excludes our former wagering reportable segment.
Key Performance Metrics and Non-GAAP Measures
Paid Subscribers
We believe the number of paid subscribers is a relevant measure to gauge the size of our user base. Paid subscribers (“subscribers”) are total subscribers that have completed registration with Fubo, have activated a payment method (only reflects one paying user per plan), from which Fubo has collected payment in the month ending the relevant period. Users who are on a free (trial) period are not included in this metric.
Average Revenue per User (ARPU)
We believe ARPU provides useful information for investors to gauge the revenue generated per subscriber on a monthly basis. ARPU, with respect to a given period, is defined as total Subscription revenue and Advertising revenue recognized in such period, divided by the average daily paid subscribers in such period, divided by the number of months in such period. Advertising revenue, like Subscription revenue, is primarily driven by the number of subscribers to our platform and per-subscriber viewership such as the type of, and duration of, content watched on platform. We believe ARPU is an important metric for both management and investors to evaluate the Company’s core operating performance and measure our subscriber monetization, as well as evaluate unit economics, payback on subscriber acquisition cost and lifetime value per subscriber. In addition, we believe that presenting a geographic breakdown for North America ARPU and ROW ARPU allows for a more meaningful assessment of the business because of the significant differences in both Subscription revenue and Advertising revenue generated on a per subscriber basis in North America when compared to ROW due to our current subscription pricing models and advertising monetization in the two geographic regions.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP measure defined as Net Loss from Continuing Operations, adjusted for depreciation and amortization, impairment of other assets, stock-based compensation, certain litigation and transaction expenses, income tax (provision) benefit, and other income (expense). Certain litigation expenses consist of legal expenses and related fees and costs for specific proceedings that we have determined arise outside of the ordinary course of business and do not consider representative of our underlying operating performance, based on the several considerations which we assess regularly, including: (1) the frequency of similar cases that have been brought to date, or are expected to be brought in the future; (2) matter-specific facts and circumstances, such as the unique nature or complexity of the case and/or remedy(ies) sought, including the size of any monetary damages sought; (3) the counterparty involved; and (4) the extent to which management considers these amounts for purposes of operating decision-making and in assessing operating performance. Certain transaction expenses consist of professional advisor costs related to the pending business combination with Hulu + Live TV.
Adjusted EBITDA Margin
Adjusted EBITDA Margin is a non-GAAP measure defined as Adjusted EBITDA divided by Revenue.
Adjusted EPS (Earnings per Share)
Adjusted EPS is a non-GAAP measure defined as Adjusted Net Loss divided by weighted average shares outstanding.
Adjusted Net Loss
Adjusted Net Loss is a non-GAAP measure defined as Net Loss Attributable to Common Shareholders, adjusting for discontinued operations, stock-based compensation, amortization of debt premium (discount), net, amortization of intangible assets, impairment of other assets, gain on extinguishment of debt and certain litigation and transaction expenses (as described further above, see “Adjusted EBITDA”).
Free Cash Flow
Free Cash Flow is a non-GAAP measure defined as net cash used in operating activities - continuing operations, reduced by capital expenditures (consisting of purchases of property and equipment), purchases of intangible assets and capitalization of internal use software. We believe Free Cash Flow is an important liquidity measure of the cash that is available for operational expenses, investments in our business, strategic acquisitions, and for certain other activities such as repaying debt obligations and stock repurchases. Free Cash Flow is a key financial indicator used by management. Free Cash Flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash. The use of Free Cash Flow as an analytical tool has limitations due to the fact that it does not represent the residual cash flow available for discretionary expenditures. Because of these limitations, Free Cash Flow should be considered along with other operating and financial performance measures presented in accordance with GAAP.
Reconciliation of Key Performance Metrics and Non-GAAP Financial Measures
Certain measures used in this release, including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Loss, Adjusted EPS and Free Cash Flow, are non-GAAP financial measures. We believe these are useful financial measures for investors as they are supplemental measures used by management in evaluating our core operating performance. Our non-GAAP financial measures have limitations as analytical tools and you should not consider them in isolation or as a substitute for an analysis of our results under GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. First, these non-GAAP financial measures are not a substitute for GAAP financial measures. Second, these non-GAAP financial measures may not provide information directly comparable to measures provided by other companies in our industry, as those other companies may calculate their non-GAAP financial measures differently.
The following tables include reconciliations of the non-GAAP financial measures used in this press release to their most directly comparable GAAP financial measures. The tables also include reconciliations of GAAP Subscription revenue and GAAP Advertising revenue to North America ARPU and ROW ARPU, respectively, each of which is a key performance metric.
fuboTV Inc.
Reconciliation of GAAP Subscription and Advertising Revenue to North America ARPU
(in thousands, except average subscribers and average per user amounts)
Year-over-Year Comparison
| Three Months Ended | ||||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Subscription Revenue (GAAP) | $ | 406,876 | $ | 370,087 | ||||
| Advertising Revenue (GAAP) | 34,392 | 38,987 | ||||||
| Subtract: | ||||||||
| ROW Subscription Revenue | (8,971 | ) | (8,042 | ) | ||||
| ROW Advertising Revenue | (475 | ) | (382 | ) | ||||
| Total | 431,822 | 400,650 | ||||||
| Divide: | ||||||||
| Average Subscribers (North America) | 1,637,487 | 1,541,290 | ||||||
| Months in Period | 3 | 3 | ||||||
| North America Monthly Average Revenue per User (NA ARPU) | $ | 87.90 | $ | 86.65 | ||||
fuboTV Inc.
Reconciliation of Net Loss from Continuing Operations to Non-GAAP Adjusted EBITDA (in thousands)
Year-over-Year Comparison
| Three Months Ended | ||||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Reconciliation of Net Loss from Continuing Operations to Adjusted EBITDA | ||||||||
| Net loss from continuing operations | $ | (40,932 | ) | $ | (71,042 | ) | ||
| Depreciation and amortization | 9,952 | 9,638 | ||||||
| Impairment of other assets | 3,813 | - | ||||||
| Stock-based compensation | 9,901 | 11,764 | ||||||
| Certain litigation expenses(1) | 3,397 | 555 | ||||||
| Certain transaction expenses(2) | 2,639 | - | ||||||
| Other (income) expense | 2,279 | (654 | ) | |||||
| Income tax provision (benefit) | 252 | (397 | ) | |||||
| Adjusted EBITDA | (8,699 | ) | (50,136 | ) | ||||
| Adjusted EBITDA | (8,699 | ) | (50,136 | ) | ||||
| Divide: | ||||||||
| Revenue | 443,277 | 410,181 | ||||||
| Adjusted EBITDA Margin | -2.0 | % | -12.2 | % | ||||
fuboTV Inc.
Reconciliation of Net Loss from Continuing Operations to Non-GAAP Adjusted EBITDA (TTM) (in thousands)
Year-over-Year Comparison
| Trailing Twelve Months Ended | ||||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Reconciliation of Net Loss from Continuing Operations to Adjusted EBITDA | ||||||||
| Net loss from continuing operations | $ | (177,778 | ) | $ | (293,102 | ) | ||
| Depreciation and amortization | 38,548 | 36,496 | ||||||
| Impairment of other assets | 3,813 | - | ||||||
| Stock-based compensation | 42,510 | 51,215 | ||||||
| Certain litigation expenses(1) | 22,441 | 631 | ||||||
| Certain transaction expenses(2) | 2,639 | - | ||||||
| Other (income) expense | (18,902 | ) | 4,631 | |||||
| Income tax provision (benefit) | 659 | (879 | ) | |||||
| Adjusted EBITDA (TTM) | (86,070 | ) | (201,008 | ) | ||||
fuboTV Inc.
Reconciliation of Net Cash Provided by (Used in) Operating Activities - Continuing Operations to Free Cash Flow (in thousands)
Year-over-Year Comparison
| Three Months Ended | ||||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Net cash provided by (used in) operating activities - continuing operations | $ | 20,850 | $ | (57 | ) | |||
| Subtract: | ||||||||
| Purchases of property and equipment | (828 | ) | (696 | ) | ||||
| Capitalization of internal use software | (2,655 | ) | (4,407 | ) | ||||
| Purchase of intangible assets | (1,100 | ) | (693 | ) | ||||
| Free Cash Flow | 16,267 | (5,853 | ) | |||||
fuboTV Inc.
Reconciliation of Net Cash Provided by (Used in) Operating Activities - Continuing Operations to Free Cash Flow (TTM) (in thousands)
Year-over-Year Comparison
| Trailing Twelve Months Ended | ||||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Net cash provided by (used in) operating activities - continuing operations | $ | (75,627 | ) | $ | (173,045 | ) | ||
| Subtract: | ||||||||
| Purchases of property and equipment | (2,727 | ) | (1,071 | ) | ||||
| Capitalization of internal use software | (11,468 | ) | (17,282 | ) | ||||
| Purchase of intangible assets | (1,640 | ) | (3,592 | ) | ||||
| Free Cash Flow (TTM) | (91,462 | ) | (194,990 | ) | ||||
fuboTV Inc.
Reconciliation of Net Loss Attributable to Common Shareholders to Non-GAAP Adjusted Net Loss and Adjusted EPS (in thousands)
Year-over-Year Comparison
| Three Months Ended | ||||||||
| December 31, 2024 | December 31, 2023 | |||||||
| Net loss attributable to common shareholders | $ | (38,549 | ) | $ | (70,090 | ) | ||
| Subtract: | ||||||||
| Net income from discontinued operations, net of tax | - | 515 | ||||||
| Net loss from continuing operations attributable to common shareholders | (38,549 | ) | (70,605 | ) | ||||
| Net loss from continuing operations attributable to common shareholders | (38,549 | ) | (70,605 | ) | ||||
| Stock-based compensation | 9,901 | 11,764 | ||||||
| Amortization of debt (premium) discount, net | (355 | ) | 656 | |||||
| Amortization of intangibles | 9,606 | 9,282 | ||||||
| Impairment of other assets | 3,813 | - | ||||||
| Gain on extinguishment of debt | - | (1,607 | ) | |||||
| Certain litigation expenses(1) | 3,397 | 555 | ||||||
| Certain transaction expenses(2) | 2,639 | - | ||||||
| Adjusted net loss from continuing operations | (9,548 | ) | (49,955 | ) | ||||
| Weighted average shares outstanding: | ||||||||
| Basic and diluted | 336,151,610 | 294,737,521 | ||||||
| Adjusted EPS from continuing operations | $ | (0.02 | ) | $ | (0.18 | ) | ||
| (1) | Certain litigation expenses consist of legal expenses and related fees for specific proceedings that we have determined arise outside of the ordinary course of business and do not consider representative of our underlying operating performance. For the periods presented, the adjustment included expenses attributable to antitrust and data privacy litigation. Note that in calculating AEBITDA and Adjusted EPS, prior to the second quarter of 2024 Fubo did not include adjustments for Certain litigation expenses. For comparative purposes, prior quarter figures have been recast to reflect this adjustment. | |
| (2) | Certain transaction expenses consist of professional advisor costs related to the pending business combination with Hulu + Live TV. |
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements of FuboTV Inc. (“Fubo”) that involve substantial risks and uncertainties. All statements contained in this press release that do not relate to matters of historical fact are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including statements regarding our business strategy and plans, our offerings, including our planned Sports & Broadcasting service, our pending business combination with Hulu + Live TV (the “Transactions”), industry trends, our financial condition and our anticipated financial performance, including quarterly guidance. The words “could,” “will,” “plan,” “intend,” “anticipate,” “approximate,” “expect,” “potential,” “believe” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that Fubo makes due to a number of important factors, including but not limited to the following: our ability to achieve or maintain profitability; risks related to our access to capital and fundraising prospects to fund our financial operations and support our planned business growth; our revenue and gross profit are subject to seasonality; our operating results may fluctuate; our ability to effectively manage our growth; risks related to the Transactions; the long-term nature of our content commitments; our ability to renew our long-term content contracts on sufficiently favorable terms; our ability to attract and retain subscribers; obligations imposed on us through our agreements with certain distribution partners; we may not be able to license streaming content or other rights on acceptable terms; the restrictions imposed by content providers on our distribution and marketing of our products and services; our reliance on third party platforms to operate certain aspects of our business; risks related to the difficulty in measuring key metrics related to our business; risks related to preparing and forecasting our financial results; risks related to the highly competitive nature of our industry; risks related to our technology, as well as cybersecurity and data privacy-related risks; risks related to ongoing or future legal proceedings; and other risks, including the effects of industry, market, economic, political or regulatory conditions, future exchange and interest rates, and changes in tax and other laws, regulations, rates and policies. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are discussed in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 filed with the Securities and Exchange Commission (“SEC”), our Annual Report on Form 10-K for the year ended December 31, 2024 to be filed with the SEC, and our other periodic filings with the SEC. We encourage you to read such risks in detail. The forward-looking statements in this press release represent Fubo’s views as of the date of this press release. Fubo anticipates that subsequent events and developments will cause its views to change. However, while it may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. You should, therefore, not rely on these forward-looking statements as representing Fubo’s views as of any date subsequent to the date of this press release.
Additional Information and Where to Find It
This press release and the information contained herein shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any proxy, vote or approval, nor shall there be any issuance or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Transactions will be submitted to the shareholders of Fubo for their consideration and approval at a special meeting. In connection with the Transactions, Fubo intends to file a preliminary proxy statement with the SEC. Once the SEC completes its review of the preliminary proxy statement, a definitive proxy statement and a form of proxy will be filed with the SEC and mailed or otherwise furnished to the shareholders of Fubo. Before making any voting decision, Fubo shareholders are urged to read the proxy statement in its entirety, when it becomes available, and any other documents to be filed with the SEC in connection with the Transactions or incorporated by reference in the proxy statement (including any amendments or supplements to these documents), if any, because they will contain important information about the Transactions and the parties to the Transactions. This communication is not a substitute for the proxy statement or any other document that may be filed by Fubo with the SEC or sent to its shareholders in connection with the Transactions.
Fubo investors and shareholders may obtain a free copy of the proxy statement and documents filed by Fubo with the SEC at the SEC’s website at www.sec.gov. In addition, Fubo investors and shareholders may obtain a free copy of Fubo’s filings with the SEC from Fubo’s website at ir.fubo.tv or by directing a request by mail to Fubo, 1290 Avenue of the Americas, New York, NY 10104, or telephone to (212) 672-0055.
Participants in the Solicitation
The Company and its directors and executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from the shareholders of the Company in respect of the Transactions. Information regarding Fubo’s directors and executive officers is contained in the definitive proxy statement on Schedule 14A for Fubo’s 2024 annual meeting of shareholders (the “2024 Proxy Statement”), filed with the SEC on April 26, 2024. Additional information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the shareholders of Fubo in connection with the Transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement for Fubo’s special meeting of shareholders in connection with the Transactions when it is filed with the SEC, free copies of which may be obtained as described in the preceding paragraph. To the extent holdings of Fubo’s securities by Fubo’s directors and executive officers change from the amounts set forth in the 2024 Proxy Statement, such changes have been or will be reflected on Statements of Changes of Beneficial Ownership of Securities on Form 4 filed with the SEC. Fubo investors and shareholders may obtain free copies of these filings from the SEC’s website at www.sec.gov or from Fubo’s website at ir.fubo.tv.
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Investor Contacts
Ameet Padte, Fubo
ameet@fubo.tv
JCIR for Fubo
ir@fubo.tv
Media Contacts
Jennifer L. Press, Fubo
jpress@fubo.tv
Bianca Illion, Fubo
billion@fubo.tv