FuboTV Inc.
For the period ended Mar 31, 2025. Filed May 5, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 5, 2025
FUBO$7.60-1.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-01.
0001628280-24-044756
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-05.
0001628280-25-022186
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 138 previous paragraphs and 145 current paragraphs.
85 unchanged; 31 reworded; 29 added; 18 removed; 4 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (29)
Current report
Recent Developments - Business Combination
Current report
On January 6, 2025, the Company announced it had entered into a business combination agreement (the “Business Combination Agreement”) by and among the Company, The Walt Disney Company (“Disney”) and Hulu, LLC (“Hulu”), which contemplates, among other things, (i) Hulu contributing certain assets (the “HL Business Assets”) related to the business of negotiating and administering carriage agreements and similar contracts relating to and for the purpose of the retransmission, distribution, carriage, display or broadcast of any programming service, channel or network on the HL DMVPD Service (as defined below) to a newly formed entity to be jointly owned by Hulu and the Company (“Newco”), (ii) the Company undergoing an umbrella partnership C corporation reorganization (the “Up-C Reorganization”) and contributing its business to Newco in exchange for units in Newco (“Newco Units”) such that, after giving effect to such contribution, Hulu will hold a number of Newco Units representing, in the aggregate, a 70% economic interest in Newco and the Company will hold a number of Newco Units representing, in the aggregate, a 30% economic interest in Newco, and (iii) the Company issuing to Hulu shares of a newly created vote-only class of the Company’s common stock (“Class B Common Stock”) representing, in the aggregate, a 70% voting interest in the Company (calculated on a fully-diluted basis) (the transactions contemplated by the Business Combination Agreement, collectively, the “Business Combination”). The HL Business Assets will include certain carriage agreements, rights under joint subscription agreements and related data and information about its subscribers, advertising or sponsorship agreements exclusively related to Hulu’s linear multi-channel subscription video programming distribution service component of the offering known as “Hulu + Live TV” as of the date of the Business Combination Agreement and operated by Hulu (such service, the “HL DMVPD Service”), all other assets (including intellectual property) exclusively related to the HL DMVPD Service and all intellectual property constituting the “Live TV” brand.
Current report
Upon the closing of the Business Combination (the “Closing”), our Board of Directors will initially be comprised of nine members, who will be designated as follows: (i) five designated by Hulu, (ii) two designated by the members of our Board as of immediately prior to the Closing and who (x) are reasonably acceptable to Hulu and (y) qualify as independent, (iii) one designated by Hulu and who qualifies as independent and (iv) our CEO. Following the Closing, the Company will be a “controlled company” for purposes of NYSE listing rules and will elect to be exempt from certain corporate governance requirements available to “controlled companies”. Completion of the Business Combination is subject to certain closing conditions specified in the Business Combination Agreement, including (i) the approval of the Business Combination Agreement, the Fubo Issuance and the Fubo Conversion, each as defined in the Business Combination Agreement, (including a plan of conversion and a certificate of incorporation of Fubo) by the Company’s shareholders, (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the clearance or obtainment of applicable consents of any specified governmental entity required to be obtained with respect to the Business Combination under the Business Combination Agreement; (iii) no enactment, issuance, promulgation or grant of any law or order, as applicable, by any governmental entity that is in effect and that has the effect of making the Business Combination illegal or prohibiting or otherwise preventing the consummation of the Business Combination, (iv) completion of the Hulu Reorganization and the Fubo Reorganization, each as defined in the Business Combination Agreement, in each case, in accordance with the Business Combination Agreement and the documents contemplated therein, (v) the acceptance of the Delaware Certificate of Conversion and Certificate of Incorporation of Fubo by the Secretary of State of the State of Delaware and the acceptance of the Florida Articles of Conversion by the Florida Department of State, (vi) the accuracy of the other party’s representations and warranties as of the date of the Business Combination Agreement, subject to certain customary materiality standards set forth in the Business Combination Agreement and the delivery by each party to the other party of a certificate certifying the same, (vii) compliance by each party, in all material respects, with its applicable pre-Closing obligations under the Business Combination Agreement, and (viii) delivery by each party to the other party of certain other closing deliverables, including, but not limited to, the ancillary agreements to which it is a party.
Current report
Income tax provision
Current report
Net loss from discontinued operations
Current report
Revenue, net
Current report
Income tax provision
Current report
On January 6, 2025, concurrently with the execution of the Business Combination Agreement (see "Recent Developments—Business Combination" above), the Company settled its antitrust litigation against Disney, Fox, and WBD and their affiliates (collectively, the “Defendants”). In conjunction therewith, the Defendants made an aggregate cash payment to the Company of $220.0 million. See Part II, "Item 1. Legal Proceedings."
Current report
In addition, in connection with entering into the Business Combination Agreement, the Company and an affiliate of Disney entered into a commitment letter (the “Commitment Letter”) pursuant to which such affiliate committed to provide the Company, on January 5, 2026 and on the terms and subject to the conditions set forth therein, up to $145.0 million of indebtedness in the form of a senior unsecured term loan (the “Facility”), subject to customary conditions. The proceeds of the Facility will be used for general corporate purposes of the Company. The funding of the Facility under the Commitment Letter is not contingent on the occurrence of the Business Combination contemplated by the Business Combination Agreement.
Current report
Operating Activities
Current report
Business Combinations
Current report
We recognize, separately from goodwill, identifiable assets and liabilities acquired in a business combination at fair value on the date of acquisition. We use our best estimates and assumptions to accurately assign fair value to the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets. We estimate the useful lives of the intangible assets based on the expected period over which we anticipate generating economic benefit from the asset. The determination of the fair value of acquired identifiable intangible assets requires us to make significant estimates and assumptions regarding projected revenue and growth rates, royalty rates, and discount rates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. We also review our intangible assets for impairment whenever changes in circumstances indicate that the carrying amount of an asset is not recoverable.
Current report
In the first quarter of 2024, we identified a triggering event that required us to perform a quantitative assessment of impairment of goodwill as of March 31, 2024. The results of the impairment test showed that the fair value was substantially in excess of its carrying value. Therefore, it was determined that goodwill was not impaired.
Current report
During the three months ended March 31, 2025, we performed a qualitative assessment of goodwill impairment and concluded that it was not more-likely-than-not that the fair value was less than the carrying value.
Current report
Intangible Assets
Current report
We amortize purchased-intangible assets on a straight-line basis over the estimated useful life of the assets. We review purchased-intangible assets whenever events or changes in circumstances indicate that the useful life is shorter than we had originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances indicate an asset’s carrying amount may not be recoverable, we assess the recoverability of purchased-intangible assets by comparing the projected undiscounted net cash flows associated with the asset group against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of these asset groups. If the useful life of the asset is shorter than originally estimated, we accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life.
Current report
Stock-Based Compensation
Current report
We recognize stock-based compensation for stock-based awards (including stock options, restricted stock units, and restricted stock awards) in accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”). Determining the appropriate fair value of stock-based awards requires numerous assumptions, some of which are highly complex and subjective.
Current report
Stock-based awards generally vest subject to the satisfaction of service requirements, or the satisfaction of both service requirements and achievement of certain performance conditions or market and service conditions. For stock-based awards that vest subject to the satisfaction of service requirements or market and service conditions, stock-based compensation is measured based on the fair value of the award on the date of grant and is recognized as stock-based compensation on a straight-line basis over the requisite service period. For stock-based awards that have a performance component, stock-based compensation is measured based on the fair value on the grant date and is recognized over the requisite service period as achievement of the performance objective becomes probable.
Current report
We estimate the fair value of our stock option awards on the grant date using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the use of judgments and assumptions, including fair value of our common stock, the option’s expected term, the expected price volatility of the underlying stock, risk free interest rates and the expected dividend yield. The Black-Scholes model assumptions are further described below:
Current report
•Common stock – the fair value of the Company’s common stock.
Current report
•Expected Term - The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term. The simplified method was used because the Company does not have sufficient historical exercise data to provide a reasonable basis for an estimate of expected term.
Current report
•Expected Volatility – The Company historically has lacked sufficient company specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based primarily on the historical volatility of a publicly traded set of peer companies with consideration of the volatility of its own traded stock price.
Current report
•Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term.
Current report
•Expected Dividend - The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models.
Current report
There were no stock options granted during the three months ended March 31, 2025.
Current report
If any of the assumptions used in the Black-Scholes option-pricing model change significantly, stock-based compensation for future awards may differ materially compared with the previously granted awards.
Current report
We account for forfeitures as they occur.
Current report
The fair value of our restricted stock units and restricted stock awards is estimated on the date of grant based on the fair value of our common stock.
Removed paragraphs (18)
Previous report
Competitive Environment
Previous report
The actions of our competitors could also have a negative impact on our growth and business. For example, on February 6, 2024, Disney, Fox and WBD announced the proposed formation of a forthcoming sports streaming service (the "Network JV"). In response, we promptly filed a lawsuit against these companies challenging the formation of the Network JV and their past business practices on antitrust grounds, and seeking injunctive relief to stop the proposed Network JV and other practices, as well as damages. On August 16, 2024, we successfully obtained a preliminary injunction against the launch of the Network JV, pending the outcome of our ongoing litigation; however, there can be no assurance that we ultimately will be successful in this lawsuit, including in obtaining a permanent injunction. The launch of the Network JV as envisioned would impact our subscriber base, including causing a loss of subscribers and making it difficult to attract new subscribers, negatively impacting our revenues and making it difficult for us to achieve our profitability targets. See "Risk Factors—Risks Related to our Products and Technologies and Competition—If our antitrust lawsuit to prevent the launch of the Network JV is unsuccessful, the launch of the Network JV as envisioned would likely materially and adversely affect us, including by threatening the solvency of our business."
Previous report
Income tax (provision) benefit
Previous report
Net income from discontinued operations
Previous report
Revenue
Previous report
During the nine months ended September 30, 2024, we recognized subscriber related expenses of $1,004.4 million compared to $858.4 million during the nine months ended September 30, 2023. The increase of $146.0 million was primarily due to an increase in affiliate distribution rights and other distribution costs primarily resulting from an increase in subscribers and contractual rates.
Previous report
During the three months ended September 30, 2024, we recognized sales and marketing expenses of $55.2 million compared to $60.5 million during the three months ended September 30, 2023. The decrease of $5.3 million is primarily due to a $4.0 million decrease in marketing expenses and a decrease in stock-based compensation expense of $1.9 million.
Previous report
During the nine months ended September 30, 2024, we recognized technology and development expenses of $60.6 million compared to $53.5 million during the nine months ended September 30, 2023. The increase of $7.1 million is primarily due to an increase in payroll expense.
Previous report
During the three months ended September 30, 2024, general and administrative expenses totaled $26.5 million compared to $15.9 million during the three months ended September 30, 2023. The increase of $10.7 million was primarily due to an $11.5 million increase in legal fees and $1.2 million increase in payroll expense partially offset by a $1.3 million decrease in stock-based compensation expense.
Previous report
During the nine months ended September 30, 2024, we recognized depreciation and amortization expenses of $28.6 million compared to $26.9 million during the nine months ended September 30, 2023. The increase of $1.7 million was primarily due to an increase in the amortization of capitalized internal use software.
Previous report
During the three months ended September 30, 2024, we recognized $4.1 million of other income, net compared to $1.4 million of other expense, net during the three months ended September 30, 2023. The change of $5.6 million was primarily due to a $7.8 million gain on extinguishment of debt resulting from the repurchase of outstanding convertible notes at a discount, partially offset by a $1.8 million increase in interest expense and $1.4 million decrease in interest income.
Previous report
Income tax (provision) benefit
Previous report
During the nine months ended September 30, 2024, we recognized net income from discontinued operations of $1.7 million compared to net income of $4.7 million during the nine months ended September 30, 2023. The decrease of $3.0 million is primarily due to the change in impact from the re-evaluation of certain contract termination costs in each period. We discontinued the operations of our wagering business in October 2022.
Previous report
Our NA ARPU was $85.29 and $80.54 for the nine months ended September 30, 2024 and 2023, respectively, and our ROW ARPU was $7.17 and $6.82 for the nine months ended September 30, 2024 and 2023, respectively.
Previous report
Operating and Investing Activities
Previous report
Since December 31, 2023, the Company experienced sustained decreases in its stock price and market capitalization. As a result, the Company conducted an impairment test of its goodwill and long-lived assets as of March 31, 2024. The Company estimated the fair value by weighting results from a market approach and an income approach. Significant assumptions inherent in the valuation methodologies included, but are not limited to, prospective financial information (including revenue growth and subscriber related expenses), a long-term growth rate, discount rate, and comparable multiples from publicly-traded companies in the same industry. The results of the impairment test showed that the fair value was in excess of its carrying value. Therefore, it was determined that goodwill is not impaired.
Previous report
The process of determining the fair value of a reporting unit is highly subjective and involves the use of significant estimates and assumptions. The Company’s March 31, 2024 goodwill impairment test reflects an allocation of 50% and 50% between income and market-based approaches, respectively. The income-based approach also takes into account the future growth and profitability expectations. Significant inputs into the valuation models included the control premium, discount rate, and revenue market multiples as follows:
Previous report
During the three months ended September 30, 2024, the Company determined there were no triggering events that could potentially cause the fair value of the Company to fall below carrying value.
Reworded paragraphs (31)
Previous wording
In recent years, including as a result of the COVID-19 pandemic, we and other streaming services experienced rapid growth in adoption as consumers engage with streaming video and audio through a variety of devices, including connected TVs, mobile phones, and tablets. Although traditional Pay TV still accounts for a meaningful share of TV viewing hours for U.S. households, the proportion has declined in recent years as customers cut the cord. While we believe consumers are increasingly favoring the streaming services based on, among other factors, customer experience and pricing considerations, these positive trends for our business may not continue during future periods.
Current wording
In recent years, we and other streaming services experienced rapid growth in adoption as consumers engage with streaming video and audio through a variety of devices, including connected TVs, mobile phones, and tablets. Although traditional Pay TV still accounts for a meaningful share of TV viewing hours for U.S. households, the proportion has declined in recent years as customers cut the cord. While we believe consumers are increasingly favoring the streaming services based on, among other factors, customer experience and pricing considerations, these positive trends for our business may not continue during future periods.
Previous wording
Macroeconomic factors, including mounting inflationary cost pressures and potential recession indicators, have created significant volatility, uncertainty, and economic disruption. We continue to monitor the effects of the macroeconomic environment and take appropriate steps designed to mitigate the impact on our business; however, the nature and extent of this impact in future periods remains difficult to predict due to numerous uncertainties outside our control.
Current wording
Macroeconomic factors, including mounting inflationary cost pressures, uncertainty related to U.S. and international tariffs and other trade barriers, and potential recession indicators, have created significant volatility, uncertainty, and economic disruption. We continue to monitor the effects of the macroeconomic environment and take appropriate steps designed to mitigate the impact on our business; however, the nature and extent of this impact in future periods remains difficult to predict due to numerous uncertainties outside our control.
Previous wording
Other revenue consists of distribution, commissions, and carriage fees earned on sales through a channel distribution platform.
Current wording
Other revenue consists of distribution fees, commissions, and carriage fees earned on sales through a channel distribution platform.
Previous wording
Other income (expense) primarily consists of gains and losses in extinguishment of debt, interest income, interest expense and financing costs on our outstanding borrowings, and amortization of debt premium and discount.
Current wording
Other income (expense) primarily consists of gains and losses in extinguishment of debt, interest income, interest expense and financing costs on our outstanding borrowings, gain on the settlement of litigation, net and amortization of debt premium and discount.
Previous wording
The income tax (provision) benefit is driven by the change in deferred tax assets and liabilities and resulting change in valuation allowance.
Current wording
The income tax provision is driven by the change in deferred tax assets and liabilities and resulting change in valuation allowance.
Previous wording
The net income from discontinued operations primarily consists of operating expenses related to the launch and wind down of the wagering business, impairment expense associated with the write-off of goodwill, intangible assets, and other assets, and revaluation of certain contract termination costs.
Current wording
The net loss from discontinued operations primarily consists of operating expenses related to the wind down of the wagering business, impairment expense associated with the write-off of goodwill, intangible assets, and other assets, and re-evaluation of certain contract termination costs.
Previous wording
Results of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (in thousands):
Current wording
Results of Operations for the Three Months Ended March 31, 2025 and 2024 (in thousands):
Previous wording
During the three months ended September 30, 2024, we recognized revenues of $386.2 million compared to $320.9 million during the three months ended September 30, 2023. The increase of $65.3 million is primarily due to an increase in subscription revenue of $67.0 million, comprising $50.5 million from an increase in our subscriber base and $16.5 million from increases in subscription package prices and attachments sold. Advertising revenue decreased $3.5 million primarily due to a decrease in number of impressions sold. Other revenue increased $1.8 million due to new contracts for distribution and carriage fees.
Current wording
During the three months ended March 31, 2025, we recognized revenues of $416.3 million compared to $402.3 million during the three months ended March 31, 2024. The increase of $13.9 million was primarily due to an increase in subscription revenue of $17.7 million, comprising $7.8 million from an increase in our subscriber base and $9.9 million from increases in subscription package prices and attachments sold. Advertising revenue decreased $4.6 million primarily due to a decrease in number of impressions sold and CPMs. Other revenue increased $0.8 million due to new contracts for distribution and carriage fees.
Previous wording
During the three months ended September 30, 2024, we recognized subscriber related expenses of $317.7 million compared to $286.1 million during the three months ended September 30, 2023. The increase of $31.6 million was primarily due to an increase in affiliate distribution rights and other distribution costs primarily resulting from an increase in subscribers and contractual rates.
Current wording
During the three months ended March 31, 2025, we recognized subscriber related expenses of $334.6 million compared to $360.2 million during the three months ended March 31, 2024. The decrease of $25.6 million was primarily due to a decrease in subscribers and the expiration of certain content agreements that were not renewed.
Previous wording
During the three months ended September 30, 2024, we recognized broadcasting and transmission expenses of $14.4 million compared to $15.2 million during the three months ended September 30, 2023. The decrease of $0.8 million was primarily due to a reduction in expenses resulting from initiatives implemented by the Company to optimize our cloud infrastructure.
Current wording
During the three months ended March 31, 2025, we recognized broadcasting and transmission expenses of $12.5 million compared to $14.5 million during the three months ended March 31, 2024. The decrease of $2.0 million was primarily due to a reduction in expenses resulting from initiatives implemented by the Company during 2024 to optimize our cloud infrastructure.
Previous wording
During the nine months ended September 30, 2024, we recognized sales and marketing expenses of $134.3 million compared to $137.3 million during the nine months ended September 30, 2023. The decrease of $3.0 million is primarily due to a $5.2 million decrease in stock-based compensation expense partially offset by a $2.3 million increase in marketing expenses to attract new customers.
Current wording
During the three months ended March 31, 2025, we recognized sales and marketing expenses of $36.8 million compared to $43.2 million during the three months ended March 31, 2024. The decrease of $6.4 million was primarily due to a $7.8 million decrease in stock-based compensation expense partially offset by a $2.1 million increase in marketing expenses to attract new customers.
Previous wording
During the three months ended September 30, 2024, we recognized technology and development expenses of $21.2 million compared to $17.5 million during the three months ended September 30, 2023. The increase of $3.7 million is primarily due to an increase in payroll expense.
Current wording
During the three months ended March 31, 2025, we recognized technology and development expenses of $20.1 million, essentially flat to $20.0 million during the three months ended March 31, 2024.
Previous wording
During the nine months ended September 30, 2024, general and administrative expenses totaled $65.3 million compared to $46.0 million during the nine months ended September 30, 2023. The increase of $19.3 million was primarily due to an $18.8 million increase in legal fees.
Current wording
During the three months ended March 31, 2025, general and administrative expenses totaled $27.8 million compared to $18.5 million during the three months ended March 31, 2024. The increase of $9.3 million was primarily due to a $8.0 million increase in legal and professional fees associated with the Business Combination and $2.1 million increase in payroll expense offset by $1.0 million decrease in stock based-compensation expense.
Previous wording
During the three months ended September 30, 2024, we recognized depreciation and amortization expenses of $9.8 million compared to $9.1 million during the three months ended September 30, 2023. The increase of $0.7 million was primarily due to an increase in the amortization of capitalized internal use software.
Current wording
During the three months ended March 31, 2025, we recognized depreciation and amortization expenses of $9.9 million compared to $9.3 million during the three months ended March 31, 2024. The increase of $0.6 million was primarily due to an increase in the amortization of capitalized internal use software.
Previous wording
During the nine months ended September 30, 2024, we recognized $21.2 million of other income, net compared to $5.3 million of other expense, net during the nine months ended September 30, 2023. The change of $26.5 million was primarily due to a $29.5 million gain on extinguishment of debt resulting from the repurchase of outstanding convertible notes at a discount and the exchange of a portion of the 2026 Convertible Notes with the 2029 Convertible Notes and a $2.8 million increase in the amortization of debt premium, offset by a $5.8 million increase in interest expense.
Current wording
During the three months ended March 31, 2025, we recognized $218.6 million of other income, net compared to $7.1 million of other income, net during the three months ended March 31, 2024. The change of $211.5 million was primarily due to a $220.0 million gain on settlement of litigation related to the antitrust litigation against Disney, Fox, and WBD and their affiliates in January 2025 (the "Antitrust Settlement"), whereas during 2024, the Company recognized $9.6 million gain on extinguishment of debt resulting from the repurchase of outstanding convertible notes at a discount and the exchange of a portion of the 2026 Convertible Notes with the 2029 Convertible Notes.
Previous wording
During the three months ended September 30, 2024, we recognized income tax expense of $0.2 million compared to an income tax benefit of $0.2 million during the three months ended September 30, 2023. The change of $0.4 million was primarily driven by foreign taxes related to our Indian operations. The Company has not provided any income tax benefit relating to its current operating losses in the U.S., France, and Spain as the Company concluded that its deferred tax assets in those countries are not realizable on a more-likely-than-not basis.
Current wording
During the three months ended March 31, 2025, we recognized income tax provision of $4.6 million compared to an income tax provision of $0.1 million during the three months ended March 31, 2024. The change of $4.5 million was primarily driven by quarter-to-date pre-tax earnings primarily as a result of the Antitrust Settlement. The Company has not provided any income tax benefit relating to its current operating losses in France and Spain as the Company concluded that its deferred tax assets in those countries are not realizable on a more-likely-than-not basis.
Previous wording
Net income from discontinued operations, net of tax
Current wording
Net loss from discontinued operations, net of tax
Previous wording
During the three months ended September 30, 2024, we recognized net income from discontinued operations of $1.8 million compared to a net income of $0.7 million during the three months ended September 30, 2023. The increase of $1.2 million is primarily due to the change in impact from the re-evaluation of certain contract termination costs in each period. We discontinued the operations of our wagering business in October 2022.
Current wording
There was no activity during the three months ended March 31, 2025. During the three months ended March 31, 2024, we recognized net loss of $0.3 million due to the change in impact from the re-evaluation of certain contract termination costs. We discontinued the operations of our wagering business in October 2022.
Previous wording
We had 1.6 million and 1.5 million paid subscribers in the United States and Canada ("North America" or "NA") as of September 30, 2024 and 2023, respectively, and 0.4 million and 0.4 million paid subscribers in the remaining territories in which the Company operates ("Rest of World" or "ROW") as of September 30, 2024 and 2023, respectively.
Current wording
We had 1.5 million paid subscribers in the United States and Canada ("North America" or "NA") as of March 31, 2025 and 2024, and 0.4 million paid subscribers in the remaining territories in which the Company operates ("Rest of World" or "ROW") as of March 31, 2025 and 2024.
Previous wording
Our NA ARPU was $85.64 and $83.51 for the three months ended September 30, 2024 and 2023, respectively, and our ROW ARPU was $7.50 and $6.98 for the three months ended September 30, 2024 and 2023, respectively.
Current wording
Our NA ARPU was $85.37 and $84.54 for the three months ended March 31, 2025 and 2024, respectively, and our ROW ARPU was $7.76 and $7.00 for the three months ended March 31, 2025 and 2024, respectively.
Previous wording
Our Gross Profit was $54.1 million and $19.7 million for the three months ended September 30, 2024 and 2023, respectively. Our Gross Margin was 14.0% and 6.1% for the same periods, respectively.
Current wording
Our Gross Profit was $69.2 million and $27.7 million for the three months ended March 31, 2025 and 2024, respectively. Our Gross Margin was 16.6% and 6.9% for the same periods, respectively.
Previous wording
The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. See Note 13 in the accompanying unaudited condensed consolidated financial statements for a further discussion of our cash commitments and contractual obligations as of September 30, 2024, including lease obligations and sponsorship agreements.
Current wording
The accompanying unaudited condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. See Note 14 in the accompanying unaudited condensed consolidated financial statements for a further discussion of our cash commitments and contractual obligations as of March 31, 2025, including lease obligations and sponsorship agreements.
Previous wording
On February 2, 2021, we raised $389.4 million, net of offering expenses, through the sale of $402.5 million aggregate principal amount of 3.25% senior convertible notes due 2026 (the "2026 Convertible Notes"). The 2026 Convertible Notes bear interest at a rate of 3.25% per annum, payable semi-annually each year. In October 2023, the Company repurchased $5.0 million principal amount of the 2026 Convertible Notes for $3.3 million. In January 2024, we exchanged (the "Exchange") $205.8 million principal amount of the 2026 Convertible Notes for $177.5 million in aggregate principal amount of the Company’s new convertible senior secured notes due 2029 (the “2029 Convertible Notes”). At our election for any interest period, the 2029 Convertible Notes will bear interest at a rate of (i) 7.5% per annum on the principal amount thereof if interest is paid in cash and (ii) 10.0% per annum on the principal amount thereof if interest is paid in kind, in each case payable semi-annually each year. During the nine months ended September 30, 2024, we repurchased $46.9 million principal amount of the 2026 Convertible Notes for $27.1 million, including accrued interest. Upon completion of the Exchange and the repurchases, the aggregate principal amount of the 2026 Convertible Notes outstanding is $144.8 million, and the aggregate principal amount of the 2029 Convertible Notes outstanding is $177.5 million.
Current wording
On February 2, 2021, we raised $389.4 million, net of offering expenses, through the sale of $402.5 million aggregate principal amount of 3.25% senior convertible notes due 2026 (the "2026 Convertible Notes"). The 2026 Convertible Notes bear interest at a rate of 3.25% per annum, payable semi-annually each year. In October 2023, the Company repurchased $5.0 million principal amount of the 2026 Convertible Notes for $3.3 million. In January 2024, we exchanged (the "Exchange") $205.8 million principal amount of the 2026 Convertible Notes for $177.5 million in aggregate principal amount of the Company’s new convertible senior secured notes due 2029 (the “2029 Convertible Notes”). At our election for any interest period, the 2029 Convertible Notes will bear interest at a rate of (i) 7.5% per annum on the principal amount thereof if interest is paid in cash and (ii) 10.0% per annum on the principal amount thereof if interest is paid in kind, in each case payable semi-annually each year. Upon completion of the Exchange and prior repurchases during 2024, the aggregate principal amount of the 2026 Convertible Notes outstanding is $144.8 million, and the aggregate principal amount of the 2029 Convertible Notes outstanding is $177.5 million.
Previous wording
We currently have an effective shelf registration statement on Form S-3 (No. 333-266557) filed with the SEC on August 5, 2022 under which we may offer, from time to time, in one or more offerings any combination of common stock, preferred stock, debt securities, warrants, purchase contracts and units of up to $750.0 million in the aggregate. In addition, we have an effective shelf registration statement on Form S-3 (No. 333-277677) filed with the SEC on March 5, 2024 under which we may offer, from time to time, in one or more offerings any combination of common stock, preferred stock, debt securities, warrants, purchase contracts and units (the "2024 Form S-3"). On August 4, 2022, we entered into an at-the-market sales agreement with Evercore Group L.L.C., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Needham & Company, LLC, as sales agents, under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $350.0 million through the sales agents (the "ATM Program") under our 2021 Form S-3. On August 6, 2024, we filed a prospectus supplement to the base prospectus accompanying the 2024 Form S-3 in order to migrate the ATM Program from a prior effective registration to the 2024 Form S-3. Upon the filing of such prospectus supplement, all offers or sales under the ATM Program shall be made under the 2024 Form S-3. During the nine months ended September 30, 2024, we sold 33,218,851 shares of our common stock under the ATM Program, resulting in net proceeds of approximately $43.3 million, after deducting agent commissions and issuance costs.
Current wording
We currently have an effective shelf registration statement on Form S-3 (No. 333-266557) filed with the SEC on August 5, 2022 under which we may offer, from time to time, in one or more offerings any combination of common stock, preferred stock, debt securities, warrants, purchase contracts and units of up to $750.0 million in the aggregate. In addition, we have an effective shelf registration statement on Form S-3 (No. 333-277677) filed with the SEC on March 5, 2024 under which we may offer, from time to time, in one or more offerings any combination of common stock, preferred stock, debt securities, warrants, purchase contracts and units (the "2024 Form S-3"). On August 4, 2022, we entered into an at-the-market sales agreement with Evercore Group L.L.C., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Needham & Company, LLC, as sales agents, under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $350.0 million through the sales agents (the "ATM Program") under our 2021 Form S-3. On August 6, 2024, we filed a prospectus supplement to the base prospectus accompanying the 2024 Form S-3 in order to migrate the ATM Program from a prior effective registration to the 2024 Form S-3. Upon the filing of such prospectus supplement, all offers or sales under the ATM Program shall be made under the 2024 Form S-3. As of March 31, 2025, there was $112.0 million of common stock remaining available for sale under the 2022 Sales Agreement.
Previous wording
As of September 30, 2024, we had cash, cash equivalents, and restricted cash of $152.3 million. Based on our current outlook, we expect to primarily use our cash and cash equivalents, and cash flows from operations, to fund our operations. However, our future capital requirements will depend on many factors, including, but not limited to, those detailed in Part II, Item 1A, Risk Factors in this Quarterly Report. We therefore may from time to time seek to raise additional capital, including selling shares of our common stock under our ATM program to, among other things, fund repurchases of our debt or equity securities or, if a change in market conditions or other circumstances impacts our current outlook and/or liquidity needs, to fund our operating plan. We also may raise capital from time to time to strengthen our balance sheet and enhance our liquidity. In addition, we may seek to repurchase, refinance or restructure our outstanding debt securities prior to their maturity in one or more transactions, which may involve the payment of cash or the issuance of additional debt or equity securities.
Current wording
As of March 31, 2025, we had cash, cash equivalents, and restricted cash of $327.8 million. Based on our current outlook, we expect to primarily use our cash and cash equivalents, and cash flows from operations, to fund our operations. However, our future capital requirements will depend on many factors, including, but not limited to, those detailed in Part II, Item 1A, Risk Factors in this Quarterly Report. We therefore may from time to time seek to raise additional capital, including selling shares of our common stock under our ATM program to, among other things, fund repurchases of our debt or equity securities or, if a change in market conditions or other circumstances impacts our current outlook and/or liquidity needs, to fund our operating plan. We also may raise capital from time to time to strengthen our balance sheet and enhance our liquidity. In addition, we may seek to repurchase, refinance or restructure our outstanding debt securities prior to their maturity in one or more transactions, which may involve the payment of cash or the issuance of additional debt or equity securities.
Previous wording
We believe our existing cash and cash equivalents will provide us with the necessary liquidity to continue as a going concern for at least the next twelve months. Our future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully attract and retain subscribers and compete in a rapidly changing market with many competitors, actions by certain competitors that we assert are anticompetitive (see “Part III—Item 1–Legal Proceedings” and "Part II—Item 1A Risk Factors—Risks Related to Our Products and Technologies and Competition), and our ability to repay or restructure our outstanding debt upon or prior to their maturities, including the 2026 Convertible Notes which will mature on February 15, 2026. In addition to the foregoing, based on our current assessment, we do not expect any material impact on our long-term development timeline, revenue levels and our liquidity due to macroeconomic factors, including inflationary cost pressures and potential recession indicators. However, we are continuing to assess the impact that macroeconomic factors may have on our operations, financial condition and liquidity, which depends on factors beyond our knowledge and control. See Note 10 in the accompanying unaudited condensed consolidated financial statements for further discussion regarding our outstanding indebtedness.
Current wording
We believe our existing cash and cash equivalents will provide us with the necessary liquidity to continue as a going concern for at least the next twelve months. Our future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully attract and retain subscribers and compete in a rapidly changing market with many competitors. In addition to the foregoing, based on our current assessment, we do not expect any material impact on our long-term development timeline, revenue levels and our liquidity due to macroeconomic factors, including inflationary cost pressures and potential recession indicators. However, we are continuing to assess the impact that macroeconomic factors may have on our operations, financial condition and liquidity, which depends on factors beyond our knowledge and control. See Note 10 in the accompanying unaudited condensed consolidated financial statements for further discussion regarding our outstanding indebtedness.
Previous wording
Net cash used in operating activities was $96.5 million during the nine months ended September 30, 2024 compared to $173.0 million during the nine months ended September 30, 2023. The decrease was primarily driven by a decrease in net loss and an increase in cash receipts from accounts receivables partially offset by an increase in payments for programming license fees.
Current wording
Net cash provided by operating activities was $161.4 million during the three months ended March 31, 2025 compared to net cash used in operating activities of $67.0 million during the three months ended March 31, 2024. The change was primarily driven by proceeds of $220.0 million received in conjunction with the settlement of the anti-trust litigation against the Defendants and an increase in cash receipts from accounts receivables partially offset by an increase in payments for programming license fees.
Previous wording
Net cash used in investing activities was $11.3 million during the nine months ended September 30, 2024 compared to $16.1 million during the nine months ended September 30, 2023. The decrease was primarily driven by lower capitalization of internal use software.
Current wording
Net cash used in investing activities was $3.7 million during the three months ended March 31, 2025 compared to $4.3 million during the three months ended March 31, 2024. The decrease was primarily driven by lower capitalization of internal use software.
Previous wording
Net cash provided by financing activities was $11.5 million during the nine months ended September 30, 2024 compared to net cash provided by financing activities of $114.5 million during the nine months ended September 30, 2023. The decrease was primarily driven by the lower amount of proceeds from the ATM Program, repurchases of outstanding convertible notes during the nine months ended September 30, 2024 and payments for financing costs associated with the issuance of the 2029 Convertible Notes during the nine months ended September 30, 2024.
Current wording
Net cash provided by financing activities was $2.5 million during the three months ended March 31, 2025 compared to net cash used in financing activities of $4.9 million during the three months ended March 31, 2024. The change was primarily driven by proceeds of $2.7 million received from the exercise of stock options compared to payments for financing costs of $4.6 million associated with the issuance of the 2029 Convertible Notes during the three months ended March 31, 2024.
Previous wording
Net cash used in operating activities was $2.8 million during the nine months ended September 30, 2024 compared to $2.6 million during the nine months ended September 30, 2023. The increase was primarily driven by activity in the current year related to the wind down of Fubo Sportsbook which was terminated in October 2022.
Current wording
There was no activity during the three months ended March 31, 2025 related to the wind down of Fubo Sportsbook, which was terminated in October 2022. Net cash used in operating activities was $0.2 million during the three months ended March 31, 2024.
Previous wording
Our discussion and analysis of financial condition and results of operations is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”). The preparation of these consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Those estimates and assumptions include, but are not limited to, allocating the fair value of purchase consideration issued in business acquisitions, recoverability of goodwill and intangible assets, valuation of warrants, and equity instruments and accounting for income taxes, including the valuation allowance on deferred tax assets.
Current wording
Our discussion and analysis of financial condition and results of operations is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”). The preparation of these unaudited condensed consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Those estimates and assumptions include, but are not limited to, allocating the fair value of purchase consideration issued in business acquisitions, recoverability of goodwill and intangible assets, valuation of warrants, and equity instruments and accounting for income taxes, including the valuation allowance on deferred tax assets.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
During the nine months ended September 30, 2024, we recognized revenues of $1,179.5 million compared to $958.0 million during the nine months ended September 30, 2023. The increase of $221.5 million is primarily due to an increase in subscription revenue of $213.7 million, comprising $149.3 million from an increase in our subscriber base and $64.4 million from increases in subscription package prices and attachments sold. Advertising revenue increased $4.4 million primarily due to an increase in number of impressions sold and CPMs. Other revenue increased $3.4 million due to new contracts for distribution and carriage fees.
Previous report — wording carried elsewhere
During the nine months ended September 30, 2024, we recognized broadcasting and transmission expenses of $44.1 million compared to $53.3 million during the nine months ended September 30, 2023. The decrease of $9.2 million was primarily due to a reduction in expenses resulting from initiatives implemented by the Company to optimize our cloud infrastructure.
Previous report — wording carried elsewhere
During the nine months ended September 30, 2024, we recognized income tax expense of $0.4 million compared to an income tax benefit of $0.5 million during the nine months ended September 30, 2023. The change of $0.9 million was primarily driven by foreign taxes related to our Indian operations. The Company has not provided any income tax benefit relating to its current operating losses in the U.S., France, and Spain as the Company concluded that its deferred tax assets in those countries are not realizable on a more-likely-than-not basis.
Previous report — wording carried elsewhere
Our Gross Profit was $131.1 million and $46.4 million for the nine months ended September 30, 2024 and 2023, respectively. Our Gross Margin was 11.1% and 4.8% for the same periods, respectively.