FuboTV Inc DEFA14A, filed Aug 8, 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): August 8, 2025
fuboTV Inc. /FL
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 August 8, 2025, fuboTV Inc. announced its financial results for the quarter ended June 30, 2025. 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 August 8, 2025. | |
| 99.2 | Press Release of fuboTV Inc., August 8, 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: August 8, 2025 | By: | /s/ David Gandler |
| David Gandler | ||
| Chief Executive Officer | ||
Exhibit 99.1
August 8, 2025
Fellow Shareholders:
We are pleased with our second quarter of 2025 results. In North America, we delivered total revenue of $371.3 million and 1.36 million paid subscribers, exceeding our guidance range on both metrics. In Rest of World we delivered total revenue of $8.7 million and 349,000 paid subscribers, exceeding our guidance range on both metrics.
In addition to this top-line outperformance we delivered Net loss of $8.0 million and Adjusted EBITDA (AEBITDA) of $20.7 million, our first-ever quarter of positive Adjusted EBITDA (AEBITDA). This represents a significant milestone for Fubo, and we are proud that our discipline has yielded favorable financial results.
We filed a preliminary proxy statement to seek shareholder approval for our agreement with The Walt Disney Company to combine Fubo with Hulu + Live TV. We continue to believe that this business combination will increase competition and consumer choice. The anticipated timeline for closing this transaction is currently projected for the fourth quarter of calendar year 2025 or the first quarter of calendar year 2026, subject to regulatory approvals, Fubo shareholder approval, and other customary closing conditions.
We are dedicated to offering consumers a variety of content options at reasonable prices. This commitment is highlighted by the launch of Fubo Sports, in which we aim to bring to market a focused service at an attractive price point. We expect to launch Fubo Sports in the coming weeks.
Additionally, our new Pay-Per-View option allows both subscribers and non-subscribers to purchase live events. We continue to invest in our product and user experience and have recently introduced and refined our personalized features, including Catch Up to Live, Game Highlights, and Timeline Markers. These features help users find the right programming at the exact moment. Furthermore, during the quarter we continued to diversify our content portfolio and established partnerships to enhance value for our subscribers, as we will detail later in this letter.
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Note: Except as otherwise indicated, financial information presented and discussed in this letter reflects Fubo’s results on a continuing operations basis, which excludes our former wagering reportable segment. See “Basis of Presentation – Continuing Operations” below for further detail.
Summary Financials ($ in millions) Global | 2Q24 | 3Q24 | 4Q24 | 1Q25 | 2Q25 | |||||||||||||||
| Revenue | $ | 391.0 | $ | 386.2 | $ | 443.3 | $ | 416.3 | $ | 380.0 | ||||||||||
| Year-over-Year % | +25.0 | % | +20.3 | % | +8.1 | % | +3.5 | % | -2.8 | % | ||||||||||
| Total Operating Expenses | $ | 426.6 | $ | 444.8 | $ | 481.7 | $ | 441.7 | $ | 386.0 | ||||||||||
| Year-over-Year % | +16.8 | % | +10.0 | % | -0.1 | % | -5.1 | % | -9.5 | % | ||||||||||
| Net income (loss) | -$25.8 | -$54.7 | -$40.9 | $ | 188.5 | -$8.0 | ||||||||||||||
| Year-over-Year (Abs.) | +$28.4 | +$29.8 | +$30.1 | +$244.8 | +$17.8 | |||||||||||||||
| Adjusted EBITDA | -$11.0 | -$27.6 | -$8.7 | -$1.4 | $ | 20.7 | ||||||||||||||
| Year-over-Year (Abs.) | +$19.6 | +$33.8 | +$41.4 | +$37.4 | +$31.7 | |||||||||||||||
| Free Cash Flow | -$35.3 | -$1.1 | $ | 16.3 | -$62.0 | -$37.7 | ||||||||||||||
| Year-over-Year (Abs.) | +$40.5 | +$31.3 | +$22.1 | +$9.3 | -$2.4 |
| North America (NA) | 2Q24 | 3Q24 | 4Q24 | 1Q25 | 2Q25 | |||||||||||||||
| Subscribers (thousands) | 1,450 | 1,613 | 1,676 | 1,470 | 1,356 | |||||||||||||||
| Year-over-Year % | +24.2 | % | +9.2 | % | +3.6 | % | -2.7 | % | -6.5 | % | ||||||||||
| Revenue ($ in millions) | $ | 382.7 | $ | 377.3 | $ | 433.8 | $ | 407.9 | $ | 371.3 | ||||||||||
| Year-over-Year % | +25.6 | % | +20.7 | % | +8.0 | % | +3.5 | % | -3.0 | % |
| Rest of World (ROW) | 2Q24 | 3Q24 | 4Q24 | 1Q25 | 2Q25 | |||||||||||||||
| Subscribers (thousands) | 399 | 378 | 362 | 354 | 349 | |||||||||||||||
| Year-over-Year % | +1.3 | % | -8.1 | % | -10.9 | % | -10.9 | % | -12.5 | % | ||||||||||
| Revenue ($ in millions) | $ | 8.3 | $ | 8.9 | $ | 9.4 | $ | 8.4 | $ | 8.7 | ||||||||||
| Year-over-Year % | +1.8 | % | +6.0 | % | +12.1 | % | -0.4 | % | +4.7 | % |
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2Q25 Financial Results
Net loss from continuing operations in 2Q25 was $8.0 million, leading to an earnings per share (EPS) loss of $0.02. This compares favorably to a Net loss from continuing operations of $25.8 million, or an EPS loss of $0.08, in 2Q24. Adjusted EPS in 2Q25 was $0.05, compared to an Adjusted EPS loss of $0.04 in 2Q24. Adjusted EPS excludes the impact of stock-based compensation, amortization of intangibles, gain on extinguishment of debt, amortization of debt premium, net, certain litigation and transaction expenses, and gain on settlement of litigation, net.
In 2Q25 Adjusted EBITDA was $20.7 million, a $31.7 million improvement when compared to 2Q24.
Cash Flow and Capital Structure
Net cash used in operating activities in 2Q25 was -$34.6 million, a $2.7 million decrease compared to 2Q24, and Free Cash Flow in 2Q25 was -$37.7 million, a decrease of $2.4 million compared to 2Q24.
We ended the quarter with 342,386,328 shares of common stock issued and outstanding.
North America Advertising
Fubo delivered North America ad revenue of $25.5 million for 2Q25, representing a 2% decline year-over-year. Note that this decline was due to the removal of certain ad-insertable content.
During the quarter, we launched pause ads in a programmatic biddable environment. Fubo now supports pause ads executions through direct insertion order (IO), programmatic guaranteed (PG) and biddable private marketplace (PMP). Overall, Connected TV pause ads on Fubo drive 33% more brand engagement than video ads alone, according to our internal data.
Expanded ad offerings on Fubo during the quarter also included our new Women’s Sports Zone, a content hub that aggregates all things women’s sports, from live games to documentaries. Multiple major brands have sponsored the Women’s Sports Zone to date, driving seven figures of ad revenue.
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North America Content
Fubo remains committed to giving consumers the flexibility to subscribe to the content bundles of their choosing by delivering an aggregated content offering at attractive price points. The launch of Pay-Per-View (PPV) events in June offers consumers, including those without a Fubo subscription, access to premium sporting events.
We also diversified our content portfolio to offer our global users more live sports. Fubo will continue to be the exclusive home for the English Premier League, England’s top soccer league, in Canada through a multi-year extension of our current partnership. Additionally, through a new multi-year U.S. agreement, we will stream one weekly live game as well as playoffs from the European League of Football (ELF) on our Fubo Sports Network FAST channel.
Fubo also entered into a unique and reciprocal U.S. content partnership with DAZN in which we will distribute each other’s owned-and-operated linear channels, including exclusive sports rights.
Through the partnership, Fubo has launched a new linear channel, DAZN1, available to the marketplace for the first time on Fubo and featuring DAZN’s premium live and on-demand boxing and MMA fights. Fubo customers can purchase DAZN1, packaged with other DAZN content such as its Ringside FAST channel, as a stand-alone subscription or as an add-on to Fubo’s full bundle. DAZN is also launching Fubo Sports Network.
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Product and Technology
We continue to launch personalized product features that extend the excitement of live sporting events, presenting Fubo subscribers with the moments that matter to them and at the points in which they care most. Users who DVR select live sporting events and sports talk shows are presented with a portfolio of content consumption options:
| 1) | Catch Up to Live enables users who are recording a game to quickly review the scoring plays before starting to watch it live; | |
| 2) | Game Highlights for users who missed the game, or want to re-live the best moments; | |
| 3) | Timeline Markers on the scrub bar of DVR’s games allow users to easily jump directly to key moments when they are catching a game they missed live. |
Our product enhancements have driven a steady lift in time spent on Fubo. We believe our approach takes us one step further than competitors with a focus on the key moments in addition to full game access.
Conclusion
The second quarter of 2025 marked a pivotal achievement in the trajectory of Fubo’s business. Our continued focus on delivering choice and flexibility for consumers was further realized with the launch of Pay-Per-View, among other content partnerships. We continue to innovate our sports entertainment streaming platform striving for unparalleled product quality and a frictionless content experience, and look forward to keeping shareholders updated on our progress.
Sincerely,
| David Gandler, co-founder and CEO | Edgar Bronfman Jr., executive chairman |
2Q25 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 Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 that will be filed with the SEC.
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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. Ranked among The Americas’ Fastest-Growing Companies 2025 by the Financial Times, 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 aggregating 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, and was the first virtual MVPD to launch 4K streaming, MultiView and personalized game alerts.
Learn more at https://fubo.tv
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 advertising and consumer trends, planned product offerings and functionality enhancements, and our financial condition, our anticipated financial performance and our future approach with respect to 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 March 31, 2025 filed with the Securities and Exchange Commission (“SEC”), our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 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.
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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 filed a preliminary proxy statement with the SEC on July 28, 2025 (the “Preliminary Proxy Statement”). 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 definitive 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 Preliminary Proxy Statement, definitive proxy statement and other 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 2025 annual meeting of shareholders (the “2025 Proxy Statement”), filed with the SEC on April 29, 2025. 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, is set forth in the Preliminary Proxy Statement. To the extent holdings of Fubo’s securities by Fubo’s directors and executive officers change from the amounts set forth in the Preliminary 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 | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Unaudited | Unaudited | |||||||
| Revenues | ||||||||
| Subscription | $ | 352,673 | $ | 362,936 | ||||
| Advertising | 25,851 | 26,285 | ||||||
| Other | 1,444 | 1,744 | ||||||
| Total revenues | 379,968 | 390,965 | ||||||
| Operating expenses | ||||||||
| Subscriber related expenses | 291,402 | 326,499 | ||||||
| Broadcasting and transmission | 10,877 | 15,173 | ||||||
| Sales and marketing | 29,957 | 35,883 | ||||||
| Technology and development | 19,259 | 19,349 | ||||||
| General and administrative | 24,334 | 20,217 | ||||||
| Depreciation and amortization | 10,138 | 9,519 | ||||||
| Total operating expenses | 385,967 | 426,640 | ||||||
| Operating loss | (5,999 | ) | (35,675 | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | (4,732 | ) | (5,563 | ) | ||||
| Interest income | 2,957 | 1,659 | ||||||
| Amortization of debt premium, net | 367 | 268 | ||||||
| Gain on settlement of litigation, net | (153 | ) | - | |||||
| Gain on extinguishment of debt | - | 12,124 | ||||||
| Other expense | (314 | ) | 1,453 | |||||
| Total other income (expense) | (1,875 | ) | 9,941 | |||||
| Income (loss) from continuing operations before income taxes | (7,874 | ) | (25,734 | ) | ||||
| Income tax provision | (152 | ) | (99 | ) | ||||
| Net income (loss) from continuing operations | (8,026 | ) | (25,833 | ) | ||||
| Discontinued operations | ||||||||
| Net income (loss) from discontinued operations before income taxes | - | 106 | ||||||
| Net income (loss) from discontinued operations | - | 106 | ||||||
| Net income (loss) | (8,026 | ) | (25,727 | ) | ||||
| Less: Net (income) loss attributable to non-controlling interest | (4 | ) | 455 | |||||
| Net income (loss) attributable to common shareholders | $ | (8,030 | ) | $ | (25,272 | ) | ||
| Other comprehensive income (loss) | ||||||||
| Foreign currency translation adjustment | 11,115 | (2,367 | ) | |||||
| Comprehensive income (loss) attributable to common shareholders | $ | 3,085 | $ | (27,639 | ) | |||
| Net income (loss) per share - basic: | ||||||||
| Continuing operations | $ | (0.02 | ) | $ | (0.08 | ) | ||
| Discontinued operations | - | - | ||||||
| Total net income (loss) per share - basic | $ | (0.02 | ) | $ | (0.08 | ) | ||
| Net income (loss) per share - diluted: | ||||||||
| Continuing operations | $ | (0.02 | ) | $ | (0.08 | ) | ||
| Discontinued operations | - | - | ||||||
| Total net income (loss) per share - diluted | $ | (0.02 | ) | $ | (0.08 | ) | ||
| Weighted average shares outstanding: | ||||||||
| Basic | 341,683,408 | 311,253,856 | ||||||
| Diluted | 341,683,408 | 311,253,856 | ||||||
| Stock-based compensation was allocated as follows: | ||||||||
| Subscriber related expenses | 19 | 79 | ||||||
| Sales and marketing | 2,151 | 4,670 | ||||||
| Technology and development | 2,635 | 2,631 | ||||||
| General and administrative | 3,451 | 2,928 | ||||||
| Total stock-based compensation | 8,256 | 10,308 | ||||||
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fuboTV Inc.
Condensed Consolidated Balance Sheets
(in thousands)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Unaudited | Audited | |||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | 283,580 | $ | 161,435 | ||||
| Accounts receivable, net | 61,344 | 71,078 | ||||||
| Prepaid sports rights | 25,343 | 24,821 | ||||||
| Prepaid and other current assets | 16,377 | 16,699 | ||||||
| Total current assets | 386,644 | 274,033 | ||||||
| Property and equipment, net | 6,118 | 6,080 | ||||||
| Restricted cash | 6,148 | 6,137 | ||||||
| Intangible assets, net | 121,011 | 133,703 | ||||||
| Goodwill | 631,016 | 615,399 | ||||||
| Right-of-use assets | 29,956 | 31,837 | ||||||
| Other non-current assets | 11,493 | 10,239 | ||||||
| Total assets | $ | 1,192,386 | $ | 1,077,428 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 43,641 | $ | 67,844 | ||||
| Accrued expenses and other current liabilities | 278,304 | 335,967 | ||||||
| Notes payable | 7,401 | 7,024 | ||||||
| Deferred revenue | 80,545 | 98,421 | ||||||
| Convertible notes, net - current portion | 144,130 | - | ||||||
| Long-term borrowings - current portion | 821 | 1,042 | ||||||
| Current portion of lease liabilities | 4,150 | 5,024 | ||||||
| Total current liabilities | 558,992 | 515,322 | ||||||
| Convertible notes, net | 187,525 | 332,383 | ||||||
| Lease liabilities | 31,225 | 32,951 | ||||||
| Other long-term liabilities | 14,285 | 15,990 | ||||||
| Total liabilities | 792,027 | 896,646 | ||||||
| Shareholders' equity: | ||||||||
| Common stock par value $0.0001: 1,000,000,000 and 1,000,000,000 shares authorized at June 30, 2025 and December 31, 2024, respectively ; 342,386,328 and 339,144,854 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively | 34 | 34 | ||||||
| Additional paid-in capital | 2,237,568 | 2,219,002 | ||||||
| Accumulated deficit | (1,837,333 | ) | (2,017,796 | ) | ||||
| Non-controlling interest | (11,352 | ) | (15,588 | ) | ||||
| Accumulated other comprehensive income (loss) | 11,442 | (4,870 | ) | |||||
| Total shareholders’ equity | $ | 400,359 | $ | 180,782 | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 1,192,386 | $ | 1,077,428 | ||||
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fuboTV Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Unaudited | Unaudited | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | 180,462 | $ | (82,311 | ) | |||
| Less: Net loss from discontinued operations, net of tax | - | (149 | ) | |||||
| Net income (loss) from continuing operations | 180,462 | (82,162 | ) | |||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 20,046 | 18,780 | ||||||
| Stock-based compensation | 11,720 | 23,285 | ||||||
| Gain on extinguishment of debt | - | (21,761 | ) | |||||
| Amortization of debt premium, net | (728 | ) | (521 | ) | ||||
| Deferred income tax provision | 4,800 | 212 | ||||||
| Amortization of right-of-use assets | 1,881 | 1,964 | ||||||
| Other adjustments | 377 | 341 | ||||||
| Changes in operating assets and liabilities of business | ||||||||
| Accounts receivable, net | 10,098 | 8,383 | ||||||
| Prepaid expenses and other assets | 1,365 | 3,736 | ||||||
| Prepaid sports rights | (1,665 | ) | 4,862 | |||||
| Accounts payable | (24,775 | ) | (37,133 | ) | ||||
| Accrued expenses and other liabilities | (55,764 | ) | (12,518 | ) | ||||
| Deferred revenue | (18,203 | ) | (3,812 | ) | ||||
| Lease liabilities | (2,829 | ) | (2,576 | ) | ||||
| Net cash provided by (used in) operating activities - continuing operations | 126,785 | (98,920 | ) | |||||
| Net cash used in operating activities - discontinued operations | - | (629 | ) | |||||
| Net cash provided by (used in) operating activities | 126,785 | (99,549 | ) | |||||
| Cash flows from investing activities | ||||||||
| Purchases of property and equipment | (714 | ) | (316 | ) | ||||
| Capitalization of internal use software | (6,213 | ) | (6,830 | ) | ||||
| Purchase of intangible assets | (50 | ) | (540 | ) | ||||
| Net cash used in investing activities | (6,977 | ) | (7,686 | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from the issuance of common stock, net of offering costs | - | 36,860 | ||||||
| Repurchase of convertible notes | - | (14,657 | ) | |||||
| Vested restricted stock units settled for cash | - | (181 | ) | |||||
| Payments for financing costs | - | (4,657 | ) | |||||
| Proceeds from exercise of stock options | 2,700 | 3 | ||||||
| Repayments of notes payable and long-term borrowings | (352 | ) | (225 | ) | ||||
| Net cash provided by (used in) financing activities | 2,348 | 17,143 | ||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 122,156 | (90,092 | ) | |||||
| Cash, cash equivalents and restricted cash at beginning of period | 167,572 | 251,420 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 289,728 | $ | 161,328 | ||||
| Supplemental disclosure of cash flows information: | ||||||||
| Interest paid | 9,032 | 5,094 | ||||||
| Income taxes paid | 224 | 120 | ||||||
| Non-cash financing and investing activities: | ||||||||
| Unpaid At-the-market offering costs included in accrued expenses | - | 37 | ||||||
| Unpaid financing costs included in accounts payable | - | 25 | ||||||
| Unpaid property and equipment included in accounts payable | - | 1,374 | ||||||
| 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.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP measure defined as Net income (Loss) from Continuing Operations, adjusted for depreciation and amortization, impairment of other assets, stock-based compensation, certain litigation and transaction expenses, other (income) expense, and income tax provision (benefit). 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 income (Loss) Attributable to Common Shareholders, adjusting for discontinued operations, stock-based compensation, amortization of debt premium, net, amortization of intangibles, gain on extinguishment of debt, gain on settlement of litigation, net, 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 provided by (used in) operating activities - continuing operations, reduced by capital expenditures (consisting of purchases of property and equipment), capitalization of internal use software, purchases of intangible assets and gain on settlement of litigation, net. 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 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.
| 11 |
fuboTV Inc.
Reconciliation of Net Income (Loss) from Continuing Operations to Non-GAAP Adjusted EBITDA
(in thousands)
Year-over-Year Comparison
| Three Months Ended | ||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | ||||||||||||||||
| Reconciliation of Net Income (Loss) from Continuing Operations to Adjusted EBITDA | ||||||||||||||||||||
| Net income (loss) from continuing operations | $ | (8,026 | ) | $ | 188,488 | $ | (40,932 | ) | $ | (54,684 | ) | $ | (25,833 | ) | ||||||
| Depreciation and amortization | 10,138 | 9,908 | 9,952 | 9,816 | 9,519 | |||||||||||||||
| Impairment of other assets | - | - | 3,813 | - | - | |||||||||||||||
| Stock-based compensation | 8,256 | 3,464 | 9,901 | 9,324 | 10,308 | |||||||||||||||
| Certain litigation and transaction expenses(1) | 8,271 | 10,629 | 6,036 | 11,930 | 4,856 | |||||||||||||||
| Other (income) expense | 1,875 | (218,557 | ) | 2,279 | (4,143 | ) | (9,941 | ) | ||||||||||||
| Income tax provision | 152 | 4,648 | 252 | 195 | 99 | |||||||||||||||
| Adjusted EBITDA | 20,666 | (1,420 | ) | (8,699 | ) | (27,562 | ) | (10,992 | ) | |||||||||||
| Adjusted EBITDA | 20,666 | (1,420 | ) | (8,699 | ) | (27,562 | ) | (10,992 | ) | |||||||||||
| Divide: | ||||||||||||||||||||
| Revenue | 379,968 | 416,286 | 443,277 | 386,207 | 390,965 | |||||||||||||||
| Adjusted EBITDA Margin | 5.4 | % | -0.3 | % | -2.0 | % | -7.1 | % | -2.8 | % | ||||||||||
| (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. Certain transaction expenses consist of professional advisor costs related to the pending business combination with Hulu + Live TV. |
| 12 |
fuboTV Inc.
Reconciliation of Net Income (Loss) from Continuing Operations to Non-GAAP Adjusted EBITDA (TTM)
(in thousands)
Year-over-Year Comparison
| Trailing Twelve Months Ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Reconciliation of Net Income (Loss) from Continuing Operations to Adjusted EBITDA | ||||||||
| Net income (loss) from continuing operations | $ | 84,846 | $ | (237,689 | ) | |||
| Depreciation and amortization | 39,814 | 37,521 | ||||||
| Impairment of other assets | 3,813 | - | ||||||
| Stock-based compensation | 30,945 | 47,756 | ||||||
| Certain litigation and transaction expenses(1) | 36,866 | 7,744 | ||||||
| Other (income) expense | (218,546 | ) | (16,244 | ) | ||||
| Income tax provision (benefit) | 5,247 | (432 | ) | |||||
| Adjusted EBITDA (TTM) | (17,015 | ) | (161,344 | ) | ||||
| (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. Certain transaction expenses consist of professional advisor costs related to the pending business combination with Hulu + Live TV. |
| 13 |
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 | ||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | ||||||||||||||||
| Net cash provided by (used in) operating activities - continuing operations | $ | (34,617 | ) | $ | 161,402 | $ | 20,850 | $ | 2,444 | $ | (31,874 | ) | ||||||||
| Subtract: | ||||||||||||||||||||
| Purchases of property and equipment | (366 | ) | (348 | ) | (828 | ) | (1,583 | ) | (208 | ) | ||||||||||
| Capitalization of internal use software | (2,860 | ) | (3,353 | ) | (2,655 | ) | (1,984 | ) | (3,221 | ) | ||||||||||
| Purchase of intangible assets | (50 | ) | - | (1,100 | ) | - | - | |||||||||||||
| Gain on settlement of litigation, net | 153 | (219,695 | ) | - | - | - | ||||||||||||||
| Free Cash Flow | (37,740 | ) | (61,994 | ) | 16,267 | (1,123 | ) | (35,303 | ) | |||||||||||
| 14 |
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 | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Net cash provided by (used in) operating activities - continuing operations | $ | 150,078 | $ | (123,898 | ) | |||
| Subtract: | ||||||||
| Purchases of property and equipment | (3,125 | ) | (1,120 | ) | ||||
| Capitalization of internal use software | (10,851 | ) | (15,708 | ) | ||||
| Purchase of intangible assets | (1,150 | ) | (4,132 | ) | ||||
| Gain on settlement of litigation, net | (219,542 | ) | - | |||||
| Free Cash Flow (TTM) | (84,590 | ) | (144,858 | ) | ||||
| 15 |
fuboTV Inc.
Reconciliation of Net Income (Loss) Attributable to Common Shareholders to Non-GAAP Adjusted Net Loss and Adjusted EPS
(in thousands)
Year-over-Year Comparison
| Three Months Ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Net income (loss) attributable to common shareholders | $ | (8,030 | ) | $ | (25,272 | ) | ||
| Subtract: | ||||||||
| Net income (loss) from discontinued operations, net of tax | - | 106 | ||||||
| Net income (loss) from continuing operations attributable to common shareholders | (8,030 | ) | (25,378 | ) | ||||
| Net income (loss) from continuing operations attributable to common shareholders | (8,030 | ) | (25,378 | ) | ||||
| Stock-based compensation | 8,256 | 10,308 | ||||||
| Amortization of debt premium, net | (367 | ) | (268 | ) | ||||
| Amortization of intangibles | 9,776 | 9,179 | ||||||
| Gain on extinguishment of debt | - | (12,124 | ) | |||||
| Gain on settlement of litigation, net | 153 | - | ||||||
| Certain litigation and transaction expenses(1) | 8,271 | 4,856 | ||||||
| Adjusted net loss from continuing operations | 18,059 | (13,427 | ) | |||||
| Weighted average shares outstanding: | ||||||||
| Basic | 341,683,408 | 311,253,856 | ||||||
| Diluted | 341,683,408 | 311,253,856 | ||||||
| Adjusted EPS from continuing operations - basic | $ | 0.05 | $ | (0.04 | ) | |||
| Adjusted EPS from continuing operations - diluted | $ | 0.05 | $ | (0.04 | ) | |||
| (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. 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
| 16 |
Exhibit 99.2
FOR IMMEDIATE RELEASE
FUBO’S GLOBAL STREAMING BUSINESS EXCEEDED SUBSCRIBER, REVENUE GUIDANCE IN Q2 2025
Company Improved Net Loss and Achieved First-Ever Positive Adjusted EBITDA Quarter
NEW YORK – AUGUST 8, 2025 – FuboTV Inc. (d/b/a/ Fubo) (NYSE: FUBO), the leading sports-first live TV streaming platform, today announced its financial results for the second quarter ended June 30, 2025.
In the second quarter, Fubo’s global streaming business exceeded subscriber and revenue guidance. Fubo delivered North America total revenue of $371.3 million, down 3% year-over-year (YoY), and 1.356 million paid subscribers, down 6.5% YoY. In the Rest of World (ROW), Fubo delivered $8.7 million in total revenue, up 4.7% YoY, and 349,000 paid subscribers, down 12.5% YoY.
Fubo states its key metrics on a YoY basis given the seasonality of sports content.
Net loss from continuing operations in the second quarter was $8.0 million, leading to an earnings per share (EPS) loss of $0.02. This compares favorably to a Net loss from continuing operations of $25.8 million, or an EPS loss of $0.08, in the second quarter 2024. Adjusted EPS in the second quarter was $0.05, compared to an adjusted EPS loss of $0.04 in the second quarter 2024. Adjusted EPS excludes the impact of stock-based compensation, amortization of intangibles, gain on extinguishment of debt, amortization of debt premium, net, certain litigation and transaction expenses and gain on settlement of litigation, net.
In the second quarter, Adjusted EBITDA (AEBITDA) was $20.7 million, a $31.7 million improvement when compared to the second quarter 2024, representing Fubo’s first quarter of positive AEBITDA.
Net cash used in operating activities in the second quarter was -$34.6 million, a $2.7 million decrease compared to the second quarter 2024, and Free Cash Flow in the second quarter was -$37.7 million, a decrease of $2.4 million compared to the second quarter 2024.
Fubo ended the quarter with $289.7 million in cash, cash equivalents and restricted cash on hand.
Complete second quarter 2025 results are detailed in Fubo’s shareholder letter available on the Company’s IR site.
“The
second quarter of 2025 marked a pivotal milestone in Fubo’s business,” said David Gandler, co-founder and CEO, Fubo. “Our
continued focus on delivering choice and flexibility to consumers positions us well to capitalize on emerging opportunities as the traditional
content landscape continues to evolve.”
“We are pleased with our second quarter results including top-line outperformance,” said Edgar Bronfman Jr., executive chairman, Fubo. “We continue to innovate our sports entertainment streaming platform striving for unparalleled product quality and a frictionless content experience, and look forward to keeping shareholders updated on our progress.”
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. Ranked among The Americas’ Fastest-Growing Companies 2025 by the Financial Times, 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 aggregating 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, and was the first virtual MVPD to launch 4K streaming, MultiView and personalized game alerts.
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.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP measure defined as Net income (loss) from continuing operations, adjusted for depreciation and amortization, impairment of other assets, stock-based compensation, certain litigation and transaction expenses, other (income) expense, and income tax provision (benefit). 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 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 income (loss) attributable to common shareholders, adjusting for discontinued operations, stock-based compensation, amortization of debt premium, net, amortization of intangibles, gain on extinguishment of debt, gain on settlement of litigation, net 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 provided by (used in) operating activities - continuing operations, reduced by capital expenditures (consisting of purchases of property and equipment), capitalization of internal use software, purchases of intangible assets and gain on settlement of litigation, net. 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 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.
fuboTV Inc.
Reconciliation of Net Income (Loss) from Continuing Operations to Non-GAAP Adjusted EBITDA
(in thousands)
Year-over-Year Comparison
| Three Months Ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Reconciliation of Net Income (Loss) from Continuing Operations to Adjusted EBITDA | ||||||||
| Net income (loss) from continuing operations | $ | (8,026 | ) | $ | (25,833 | ) | ||
| Depreciation and amortization | 10,138 | 9,519 | ||||||
| Stock-based compensation | 8,256 | 10,308 | ||||||
| Certain litigation and transaction expenses(1) | 8,271 | 4,856 | ||||||
| Other (income) expense | 1,875 | (9,941 | ) | |||||
| Income tax provision | 152 | 99 | ||||||
| Adjusted EBITDA | 20,666 | (10,992 | ) | |||||
fuboTV Inc.
Reconciliation of Net Income (Loss) from Continuing Operations to Non-GAAP Adjusted EBITDA (TTM)
(in thousands)
Year-over-Year Comparison
| Trailing Twelve Months Ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Reconciliation of Net Income (Loss) from Continuing Operations to Adjusted EBITDA | ||||||||
| Net income (loss) from continuing operations | $ | 84,846 | $ | (237,689 | ) | |||
| Depreciation and amortization | 39,814 | 37,521 | ||||||
| Impairment of other assets | 3,813 | - | ||||||
| Stock-based compensation | 30,945 | 47,756 | ||||||
| Certain litigation and transaction expenses(1) | 36,866 | 7,744 | ||||||
| Other (income) expense | (218,546 | ) | (16,244 | ) | ||||
| Income tax provision (benefit) | 5,247 | (432 | ) | |||||
| Adjusted EBITDA (TTM) | (17,015 | ) | (161,344 | ) | ||||
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 | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Net cash provided by (used in) operating activities - continuing operations | $ | (34,617 | ) | $ | (31,874 | ) | ||
| Subtract: | ||||||||
| Purchases of property and equipment | (366 | ) | (208 | ) | ||||
| Capitalization of internal use software | (2,860 | ) | (3,221 | ) | ||||
| Purchase of intangible assets | (50 | ) | - | |||||
| Gain on settlement of litigation, net | 153 | - | ||||||
| Free Cash Flow | (37,740 | ) | (35,303 | ) | ||||
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 | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Net cash provided by (used in) operating activities - continuing operations | $ | 150,078 | $ | (123,898 | ) | |||
| Subtract: | ||||||||
| Purchases of property and equipment | (3,125 | ) | (1,120 | ) | ||||
| Capitalization of internal use software | (10,851 | ) | (15,708 | ) | ||||
| Purchase of intangible assets | (1,150 | ) | (4,132 | ) | ||||
| Gain on settlement of litigation, net | (219,542 | ) | - | |||||
| Free Cash Flow (TTM) | (84,590 | ) | (144,858 | ) | ||||
fuboTV Inc.
Reconciliation of Net Income (Loss) Attributable to Common Shareholders to Non-GAAP Adjusted Net Loss and Adjusted EPS
(in thousands)
Year-over-Year Comparison
| Three Months Ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Net income (loss) attributable to common shareholders | $ | (8,030 | ) | $ | (25,272 | ) | ||
| Subtract: | ||||||||
| Net income (loss) from discontinued operations, net of tax | - | 106 | ||||||
| Net income (loss) from continuing operations attributable to common shareholders | (8,030 | ) | (25,378 | ) | ||||
| Net income (loss) from continuing operations attributable to common shareholders | (8,030 | ) | (25,378 | ) | ||||
| Stock-based compensation | 8,256 | 10,308 | ||||||
| Amortization of debt premium, net | (367 | ) | (268 | ) | ||||
| Amortization of intangibles | 9,776 | 9,179 | ||||||
| Gain on extinguishment of debt | - | (12,124 | ) | |||||
| Gain on settlement of litigation, net | 153 | - | ||||||
| Certain litigation and transaction expenses(1) | 8,271 | 4,856 | ||||||
| Adjusted net loss from continuing operations | 18,059 | (13,427 | ) | |||||
| Weighted average shares outstanding: | ||||||||
| Basic | 341,683,408 | 311,253,856 | ||||||
| Diluted | 341,683,408 | 311,253,856 | ||||||
| Adjusted EPS from continuing operations - basic | $ | 0.05 | $ | (0.04 | ) | |||
| Adjusted EPS from continuing operations - diluted | $ | 0.05 | $ | (0.04 | ) | |||
| (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. 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, our pending business combination with Hulu + Live TV (the “Transactions”) and the potential benefits thereof, consumer preferences, our financial condition, our anticipated financial performance and our future approach with respect to 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 March 31, 2025 filed with the Securities and Exchange Commission (“SEC”), our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 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 filed a preliminary proxy statement with the SEC on July 28, 2025 (the “Preliminary Proxy Statement”). 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 definitive 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 Preliminary Proxy statement, definitive proxy statement and other 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 2025 annual meeting of shareholders (the “2025 Proxy Statement”), filed with the SEC on April 29, 2025. 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, is set forth in the Preliminary Proxy Statement. To the extent holdings of Fubo’s securities by Fubo’s directors and executive officers change from the amounts set forth in the Preliminary 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